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					1                                        CONTRACT FOR
2            SALE OF LAND FOR PRIVATE REDEVELOPMENT

3                                           REUSE PARCEL 36
4    THIS AGREEMENT, is entered into on or as of this ___ day of May, 2006, by and
5    between the CITY OF STAMFORD, CONNECTICUT, a municipal corporation
6    having its office at 888 Washington Boulevard, Stamford, Connecticut, and the CITY
7    OF STAMFORD, CONNECTICUT, URBAN REDEVELOPMENT COMMISSION, a
8    public body corporate established pursuant to ordinances of the Board of
9    Representatives of the City of Stamford under the Charter of the City of Stamford
10   and the General Statutes of the State of Connecticut and having its office at 888
11   Washington         Boulevard,        Stamford,       Connecticut,   and   the   F.D.   RICH   CO.,
12   INCORPORATED, a Connecticut Corporation, with its principal offices at One
13   Landmark Square, Stamford, Connecticut.

14                                                  WITNESSETH:

15   WHEREAS, in furtherance of the objectives of the Housing Act of 1949 of the United
16   States of America, as amended, and the Urban Renewal Act, the Agency has
17   undertaken a program for the clearance and reconstruction or rehabilitation of slum
18   and blighted areas in the City and in this connection is engaged in carrying out an
19   urban renewal project known as the "Southeast Quadrant (Extended) Urban
20   Renewal Project Conn. R-43", located in the City; and

21   WHEREAS, as of the date of this Agreement there has been prepared and approved
22   by the Agency an Urban Renewal Plan for the Southeast Quadrant Urban Renewal
23   Project Conn. R-43, known as "The Urban Renewal Plan for the Southeast Quadrant
24   (Extended) Urban Renewal Project Conn. R-43," dated February 20, 1963, and
25   approved by the Board of Representatives of the City on March 4, 1963, which plan
26   has been amended from time to time; and


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1    WHEREAS, a copy of the Urban Renewal Plan as constituted on the date of this
2    Agreement has been recorded among the Land Records of the City; and

3    WHEREAS, on or about November 15, 2004, the Agency issued a request for
4    Proposals for Purchase and Redevelopment of Re-Use Parcel 36 (hereinafter
5    referred to as the “RFP”); and

6    WHEREAS, on December 17, 2004, the Redeveloper submitted a proposal in
7    response to the RFP; and

8    WHEREAS, the Agency and the City believe that the redevelopment of the Property
9    pursuant to this Agreement, and the fulfillment generally of this Agreement, are in
10   the vital and best interests of the City and the health, safety, morals, and welfare of
11   its residents, and in accord with the public purposes and provisions of the applicable
12   Federal, State, and local laws and requirements under which the Project has been
13   undertaken and is being assisted:

14   NOW, THEREFORE, in consideration of the premises and the mutual obligations of
15   the Parties hereto, each of them does hereby covenant and agree with the other as
16   follows:

17
1                                       ARTICLE I


2                                            Definitions


3    For the purposes of this Agreement the following terms shall have the meanings
4    respectively, ascribed to them below:

5    Section 1.1.     “Agency” shall mean the City of Stamford, Connecticut, Urban
6    Redevelopment Commission, a local public agency created under the authority of
7    Chapter 130 of the General Statutes of the State of Connecticut, Revision of 1958,
8    as amended, and by legal act of the Board of Representatives of the City of
9    Stamford and shall include any successor in interest identified in writing by said
10   Agency.

11   Section 1.2.     "Agreement" shall mean this document, including all exhibits
12   hereto.

13   Section 1.3.     "City" shall mean the City of Stamford, Connecticut, a municipal
14   corporation organized and existing by virtue of an act of the General Assembly of the
15   State of Connecticut, and shall include any successor in interest identified in writing
16   by said City.

17   Section 1.4.     "Closing" shall mean payment of the applicable portion of the
18   Purchase Price by the Redeveloper and delivery of the Deed, as hereinafter defined,
19   by the Agency.

20   Section 1.5.     "Closing Date" shall mean the date on which the Closing occurs.

21   Section 1.6.     "Conceptual Plans" shall mean the Conceptual Plans described in
22   Section 7.1 hereof.

23   Section 1.7.     "Construction Documents" shall mean the construction documents
24   described in Section 7.3 hereof.
1    Section 1.8.     "Deposit" shall mean the security deposit described in Article IV,
2    hereof.

3    Section 1.9.     "Environmental Laws" shall mean any present or future federal,
4    state or local law, statute, regulation or ordinance, and any judicial or administrative
5    order or judgment thereunder, pertaining to health, industrial hygiene, Hazardous
6    Materials, or the environment, including, without limitation, each of the laws,
7    statutes, regulations and ordinances identified in the definition of Hazardous
8    Materials hereinafter set forth, as enacted as of the date hereof and as hereafter
9    amended or supplemented, and any permit, authorization or order thereunder.

10   Section 1.10.    "Hazardous Materials" shall mean (i) those elements, wastes,
11   materials, substances or compounds identified or regulated as hazardous or toxic
12   pursuant to the Comprehensive Environmental Response, Compensation and
13   Liability Act of 1980 (42 U.S C. § 9601 et seq. and 40 CFR § 302.1 et
14   seq.)("CERCLA"), the Resource Conservation and Recovery Act of 1976 (42 U.S.C.
15   § 6901 et seq.), the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.
16   and 40 CFR § 116.1 et seq.), the Hazardous Materials Transportation Act (49 U.S.C.
17   § 1801 et seq.), the Clean Air Act (42 U.S.C. § 7401 et seq.), the Federal
18   Insecticide, Fungicide and Rodenticide Act (7 U.S.C. § 136 et seq.), the Emergency
19   Planning and Community Right-to-Know Act (42 U.S.C. § 1101 et seq.), the
20   Occupational Safety and Health Act (29 U.S.C. § 651 et seq.), the Residential
21   Lead-Based Paint Hazard Reduction Act (42 U.S.C. § 4851 et seq.), any analogous
22   state laws, any amendments thereto, and the regulations promulgated pursuant to
23   said laws, all as amended from time to time, relating to or affecting the Property, (ii)
24   any hazardous, toxic or harmful substances, wastes, materials, pollutants or
25   contaminants (including, without limitation, asbestos, polychlorinated biphenyls,
26   petroleum products, flammable explosives,          radioactive   materials, infectious
27   substances, materials containing lead-based paint or raw materials which include
28   hazardous constituents) or any other substances or materials which are identified by
29   or regulated by Environmental Laws, on, in, under or affecting all or any portion of
30   the Property or any surrounding areas, and (iii) any substances now or hereafter
1    defined as or included in the definitions of "hazardous substances", "hazardous
2    wastes", "hazardous materials", "pollutants" or "toxic substances" under any
3    applicable Environmental Laws.

4    Section 1.11.    "Improvements" shall mean those items to be constructed by the
5    Redeveloper pursuant to Section 8.1 hereof, including, without limitation, the
6    improvements shown on the Conceptual Plans.

7    Section 1.12.    "License" shall mean the License described in Section 5.2.D
8    hereof.

9    Section 1.13.    "Map" shall mean that certain Map entitled "Improvement Location
10   Map Showing Topographic Conditions On Reuse Parcel 36 Prepared for Urban
11   Redevelopment Commission City of Stamford” prepared by "Parsons Bromfield –
12   Redniss & Mead" dated September 10, 1993, a copy of which is attached hereto and
13   made a part hereof as Exhibit "A".

14   Section 1.14.     “Option” shall mean an option to extend the Closing date as
15   provided for in Section 3.6, below.

16   Section 1.15.    "Percent for Art" refers to that certain Resolution No. 386 of the
17   Agency which requires generally that the Redeveloper expend not less than one
18   percent of the "base building construction costs" (as defined in said resolution) of the
19   project on an approved public art program.        Said Percent for Art Resolution is
20   incorporated herein by reference.

21   Section 1.16.    "Project" shall mean the development (construction, financing, and
22   maintenance) of all of the Improvements on the Property.

23   Section 1.17.    "Project Area" shall be the Property together with any other real
24   property acquired independently by the Redeveloper for inclusion within the Project.
25   All such additional real property so acquired by the Redeveloper shall be
26   consolidated with the Property.

27   Section 1.18.    "Property" shall mean all of the real property known as Reuse
28   Parcels 36, which is the subject of this Agreement, which real property shall be
1    conveyed to the Redeveloper by the City and Agency, subject to the terms of this
2    Agreement. Said real property is more particularly described in Exhibit "A" and as
3    generally shown on the Map.

4    Section 1.19.    "Redeveloper" shall mean the F.D. Rich Co., Incorporated and any
5    successors or assigns approved in accordance with the terms of this Agreement.
6    The Redeveloper shall complete and file with the Agency the public disclosure forms
7    attached hereto as Exhibit "B".

8    Section 1.20.    "Remediation" shall mean the taking of all remedial actions
9    necessary with respect to the Property to comply with applicable Environmental
10   Laws.

11   Section 1.21.    "Urban Renewal Plan" shall mean the Urban Renewal Plan for the
12   Southeast Quadrant Urban Renewal Project, adopted by the Agency on February
13   20, 1963, approved by the Board of Representatives of the City of Stamford by
14   resolutions of said Board adopted on March 4, 1963, and July 6, 1964, approving the
15   Plan and the feasibility of relocation and authorizing the Agency to acquire property
16   by eminent domain, which Plan as modified and amended through November 29,
17   2005, is on file in the office of the City of Stamford, Connecticut, Urban
18   Redevelopment Commission, 888 Washington Boulevard, Stamford, Connecticut,
19   and recorded on the Land Records of the City of Stamford, a copy of which, as so
20   modified and amended, is attached hereto and made a part hereof as Exhibit "C".

21
1                                      ARTICLE II


2                                   Sale and Purchase Price


3    Section 2.1.     Purchase Price. Subject to all the terms, covenants, and conditions
4    of this Agreement, the City and the Agency will sell the Property to the Redeveloper
5    and the Redeveloper will purchase the Property from the City and the Agency and
6    pay therefore, the amount of TWO MILLION ONE HUNDRED THOUSAND
7    DOLLARS ($2,100,000). The Agency shall provide the Redeveloper with wiring
8    instructions on or before the date preceding a Closing. In the event that Redeveloper
9    fails to obtain Zoning Board approval to construct all of the Improvements described
10   in Section 8.1, below, but in no event less than 33 residential dwelling units, then the
11   purchase price shall be adjusted by the appraised value of $40,000 per dwelling unit.

12   Section 2.2.     Price Escalation. In the event that the Redeveloper purchases an
13   extension of the closing date as provided in Section 3.6, below, the purchase price
14   shall be adjusted quarterly by the Consumer Price Index for the immediately
15   preceding quarter commencing upon the first day of such extension.

16
1                                      ARTICLE III


2                                   Conveyance of Property


3    Section 3.1.      Form of Deed. The Agency shall convey to the Redeveloper good,
4    marketable title to the Property by Quit Claim Deed or Deeds (hereinafter referred to
5    as the "Deed.” The Redeveloper shall not be required to Close on the acquisition of
6    any of the Property unless a nationally recognized title insurance company
7    authorized to conduct business in Connecticut is prepared to insure title subject only
8    to customary policy exclusions and the following matters:          (A) those matters
9    provided for in Article XIII hereof; (B) all other conditions, covenants, restrictions,
10   reservations, limitations and obligations set forth or referred to elsewhere in this
11   Agreement; (C) easements and rights of way identified in Article XV hereof; (D) the
12   Urban Renewal Plan; (E) zoning and planning regulations of the City; (F) any other
13   conditions, covenants, restrictions, reservations, limitations, or obligations as
14   required to comply with applicable federal, state and local governmental regulations;
15   and (G) real property taxes due and payable after the Closing Date.

16   Section 3.2.      Time and Place for Delivery of Deed. Subject to the provisions of
17   this Agreement and provided the Redeveloper is not in default and no event has
18   occurred which, with the giving of notice, passage of time, or both, could give rise to
19   an event of default hereunder by the Redeveloper, the Agency shall deliver the Deed
20   and possession of the Property covered by said Deeds against payment of the
21   applicable portion of the Purchase Price to the Agency, at the principal office of the
22   Agency or such other place in Fairfield County, Connecticut as may be required by
23   the provider of any financing to the Redeveloper as follows:

24   A.             Closing shall occur on or before nine (9) months following approval of
25   this Agreement by the City of Stamford Board of Representatives; or such earlier
26   date as the parties may mutually agree upon in writing.
1    B.             The closing date specified in the preceding section is subject to
2    adjustment in the event (i) the Redeveloper has not received final approval of
3    construction plans from the Agency or (ii) the Redeveloper requests and obtains an
4    Option to Extend, as provided in section 3.6, below.

5    Section 3.3.      Taxes.   From and after the Closing, the Redeveloper shall be
6    responsible for payment of all real estate taxes imposed against the Property, or any
7    portion thereof, acquired by the Redeveloper in connection with such Closing.

8    Section 3.4.      Recordation of Deed. The Redeveloper shall promptly file each
9    Deed for recordation on the Land Records of the City of Stamford. The Redeveloper
10   shall pay all costs, if any, for recording each Deed.

11   Section 3.5.      Zoning Relief.   The Redeveloper shall apply for and the Agency
12   and the City shall support a zoning special exception, which will result in (i) an
13   increase in lot coverage (taking into consideration the Easement described in
14   Section 15.2.A., below); (ii) elimination of the rear and side yard setback requirement
15   for the non-residential portion of the Improvements; (iii) the location of required open
16   space either at grade or on an elevated deck/balcony of the Improvement and
17   zoning text amendments which will result in elevator accessed “valet only” parking
18   and the shared parking between the commercial and residential portions of the
19   Improvements and approval or clarification of the building stepping in from the
20   property line at different distances for each side of the building (hereinafter referred
21   to as the “Zoning Relief”). If the Redeveloper fails to obtain the Zoning Relief,
22   despite its best good faith effort, the Agency may terminate this Agreement pursuant
23   to the provisions of Section 12.3, below. If the Redeveloper fails to obtain the Zoning
24   Relief and the Agency does not terminate this Agreement, the Redeveloper may
25   terminate this Agreement pursuant to the provisions of Section 12.2, below. The
26   Redeveloper may not apply to the Zoning Board or the Zoning Board of Appeals for
27   any other relief without the prior written consent of the Agency.

28   Section 3.6.      Options to Extend Closing Date. In the event that the Redeveloper
29   is unable or unwilling to close on or before the Closing Date set forth in Section 3.2
1    above, it may request and purchase up to three (3) consecutive Options, each of
2    which shall be for a total period of ninety (90) days, to extend the scheduled closing
3    date as follows:

4    A.            The Redeveloper shall provide the Agency with a written notice of its
5    intention to request and purchase an Option not less than sixty (60) days prior to the
6    scheduled Closing Date, as said date may have been extended.

7    B.            For the First Option, the Redeveloper shall pay the Agency the sum of
8    twenty-five thousand dollars ($25,000). Payment shall be made concurrently with the
9    written notice required in Section 3.6.A., above.

10   C.            For the Second Option, the Redeveloper shall pay the Agency the sum
11   of fifty thousand dollars ($50,000). Payment shall be made concurrently with the
12   written notice required in Section 3.6.A., above.

13   D.            For the Third and final Option, the Redeveloper shall pay to the
14   Agency the sum of seventy five thousand dollars ($75,000). Payment shall be made
15   concurrently with the written notice required in Section 3.6.A., above.

16
1                                       ARTICLE IV


2                                        Security Deposit


3    Section 4.1.        Amount. Concurrently with the full execution and delivery of this
4    Agreement the Redeveloper shall deliver to the Agency funds in the amount of
5    $210,000, which sum shall be held by the Agency in escrow pursuant to the terms of
6    this Agreement and shall serve as the security for the Redeveloper's performance of
7    its obligations in accordance with this Agreement (hereinafter being referred to as
8    the "Deposit"). The Deposit shall be applied to and credited toward the Purchase
9    Price at Closing.

10   Section 4.2.        Retention by Agency.    Upon termination of this Agreement as
11   provided in Article XII hereof, the Deposit, if not theretofore returned to the
12   Redeveloper pursuant to Section 4.3 hereof, and if not otherwise due to the
13   Redeveloper, shall be liquidated and retained by the Agency as provided in said
14   Section 12.3 hereof.

15   Section 4.3.        Return to Redeveloper. Upon termination of this Agreement by the
16   Redeveloper as provided in Section 12.2.A hereof, or by either party pursuant to
17   Section 3.5 hereof, the Deposit shall be returned promptly to the Redeveloper by the
18   Agency and/or City as provided in said Section 12.2.A hereof, provided the
19   Redeveloper is not in default and no event has occurred which, with the giving of
20   notice or the passage of time, or both, could give rise to an event of default.

21
1                                       ARTICLE V


2                   Acquisition of Acquired Property - Condition of the Property


3    Section 5.1.       Property Condition.

4    A.             All portions of the Property to be conveyed pursuant to this Agreement
5    shall be conveyed with all faults, including environmental contamination. Neither the
6    City nor the Agency make any representation or warranty of any kind regarding the
7    condition of the Property or its fitness for any purpose. Neither the City nor the
8    Agency shall have any cost or liability for improving the Property or preparing the
9    Property for redevelopment by the Redeveloper or for remediating any
10   environmental conditions at the Property or for any claims pertaining to any
11   environmental conditions at the Property, and the Redeveloper shall indemnify and
12   hold the City and Agency harmless from and against all such costs, damages,
13   expenses, liabilities and obligations, including attorney’s fees and disbursements.

14   B.             Neither the    Agency nor its representatives have             made any
15   representation or warranties as to the condition of the Property on which the
16   Redeveloper has relied, other than those expressly set forth in this Agreement.

17   Section 5.2.       License.

18   A.             The City and the Agency hereby grant to the Redeveloper, and
19   Redeveloper's agents, a license (the "License") to enter upon portions of the
20   Property now or hereafter owned by the City or the Agency, subject to the rights of
21   occupants, which License shall terminate upon the expiration or termination of
22   Redeveloper's rights under this Agreement, for the purpose of performing (1)
23   environmental evaluation and feasibility studies, (2) the Remediation and (3) any
24   excavation activities permitted by this Agreement; provided, however, that no
25   excavation work may be undertaken on any portion of the Property if such work
26   would, in the reasonable opinion of the City or the Agency, endanger the occupants
27   of adjacent properties. The License shall terminate at the time title to the Property is
1   conveyed to the Redeveloper or a permitted successor or assign pursuant to this
2   Agreement.    Prior to entering upon any portion of the Property pursuant to the
3   License granted hereby, the Redeveloper shall provide the City and the Agency with
4   evidence of insurance in form and amounts and from insurers acceptable to the
5   Agency and shall provide a written indemnification to the City and the Agency in
6   form and substance acceptable to them to indemnify and hold them harmless from
7   and against any and all costs, losses, damages, liabilities and obligations arising out
8   of or relating to the use of the License

9
1                                      ARTICLE VI


2                                 Rights of Access to Property


3    Section 6.1.     Right of Entry for Utility Service. The Agency reserves for itself, the
4    City, and any public utility company as may be appropriate, the unqualified right to
5    enter upon the Property at all reasonable times for the purpose of relocating,
6    reconstructing, maintaining, repairing, or servicing any existing public utilities located
7    within the Property and provided for in the easements described or referred to in
8    Article XV hereof at the cost of the party undertaking same. Any such access and
9    utility relocation shall be done at the sole risk and expense of the party undertaking
10   same and shall not interfere with the Project in any material way.

11   Section 6.2.     Access to Property.

12   A.             Prior to the conveyance of the Property by the Agency to the
13   Redeveloper, the Agency shall permit representatives of the Redeveloper to have
14   access to any part of the Property as to which the Agency holds title, at all
15   reasonable times for the purpose of obtaining data and making various tests
16   concerning the Property necessary to carry out this Agreement. Prior to entering the
17   Property, the Redeveloper shall agree to indemnify and hold harmless the City and
18   Agency in the same manner as provided in Article XVII hereof.

19   B.             After the conveyance of the Property by the Agency to the
20   Redeveloper, the Redeveloper shall permit the representatives of the Agency, the
21   City, and the United States of America access to the Property and the Project at all
22   reasonable times, except as otherwise provided by law, which any of them deems
23   reasonably necessary for the purposes of this Agreement, including but not limited
24   to, inspection of all work being performed in connection with the construction of the
25   Improvements. No compensation shall be payable nor shall any charge (except as
26   hereinafter in this sentence provided) be made in any form by any party for the
27   access provided for in this Article VI except that the Redeveloper reserves the right
1   to seek damages for any negligent acts of any such representatives arising out of
2   such access.

3


4
1                                    ARTICLE VII


2                                   Plans and Plan Review


3    Section 7.1.     Conceptual Plans and Schematic Design Documents. Consistent
4    with the terms and conditions of the Agreement, the Redeveloper submitted and the
5    Agency approved conceptual plans (the "Conceptual Plans") for the Improvements
6    to be constructed on the Property.      A copy of said Conceptual Plans labeled
7    "Stamford Parcel – 36 Redevelopment" and prepared for FD Rich Company by
8    Studio ABK Architects LLC, the architects for the Redeveloper, dated as 30 May
9    2006 and containing eleven (11) documents identified as LDA – 1 through LDA - 11,
10   are attached to the Agreement as Exhibit "D." The Conceptual Plans include all
11   drawings, plans, elevations, perspectives (which show the relationship of the Project
12   to all neighboring structures), massing model, renderings and other documents
13   included within the submission to the Agency and illustrate the scale and relationship
14   of the Project components.

15   Section 7.2.     Schematic Design Documents. The Redeveloper shall submit to the
16   Agency for its review and approval proposed schematic design documents prepared
17   substantially in conformance with the approved Conceptual Plans. Schematic
18   Design Documents for shall be submitted within thirty days (30) of the execution of
19   this Agreement. The Agency shall complete said review and notify the Redeveloper
20   in writing of its findings within thirty (30) days of submission. The approved
21   documents shall be known as the Schematic Design Documents.

22   Section 7.3.     Design Development Documents.

23   A.             The Redeveloper shall submit to the Agency for its review and
24   approval proposed design development documents, for all Improvements to be
25   constructed on the Property, prepared substantially in accordance with the approved
26   Schematic Design Documents referred to in Section 7.2; provided, however, the
27   Agency shall have no obligation to approve any modifications to the Schematic
1    Design Documents.        The Redeveloper shall submit such proposed design
2    development documents as promptly as possible but in no event later than thirty (30)
3    days after approval of the Schematic Design Documents. Provided that the
4    Redeveloper is using reasonable diligence in pursuing the development of the
5    Design Development Documents, the Agency may grant one thirty (30) day
6    extension upon the written request of the Redeveloper. The proposed design
7    development documents shall include, but not be limited to, all drawings, plans
8    (including, but not limited to, landscape plans and sidewalk improvement plans),
9    elevations, sections, perspectives (which shall show the relationship of the Project to
10   the neighboring structures), renderings, models, shadow studies and other
11   documents necessary to adequately fix and describe the size and character of the
12   Improvements as to architectural, structural, materials, and mechanical and
13   electrical systems as may be deemed appropriate by the Agency.

14   B.           The Agency shall review the proposed              Design Development
15   Documents for:

16   (i)                 Conformity with the Conceptual Plans and the Schematic
17   Design Documents;

18   (ii)                Conformity with any applicable provisions of the Urban Renewal
19   Plan;

20   (iii)               Massing and location of structures;

21   (iv)                Exterior aesthetic and architectural appearance and finishes;
22   and

23   (v)                 Interior arrangement of uses.

24   C.           The Agency shall complete said review and notify the Redeveloper in
25   writing of its findings within thirty (30) days of the submission. Design Development
26   Documents approved in writing by the Agency without condition shall constitute
27   approved design development documents (the "Design Development Documents").
28   If the Agency fails to so review and notify the Redeveloper, then the proposed
1    Design Development Documents shall be deemed rejected. The Agency shall inform
2    the Redeveloper in writing of the reasons for its rejection within 30 days of such
3    rejection.

4    Section 7.4.      Construction Documents.

5    A.             Construction documents shall be prepared in conformance with the
6    Conceptual Plans, the Schematic Design Documents and the Design Development
7    Documents and shall be filed with the Agency together with certifications from the
8    Redeveloper or its Architect that such construction documents conform to such
9    Conceptual Plans, Schematic Design Documents and Design Development
10   Documents. Such construction documents shall be filed with the Agency not less
11   than sixty (60) business days prior to commencement of the work by the
12   Redeveloper's general contractor.

13   B.             The Redeveloper shall obtain written Agency approval of proposed
14   construction documents for all site improvement work prior to the commencement of
15   such site improvement work.

16   C.             The proposed construction documents shall include, but not be limited
17   to, all drawings, plans, elevations, sections, perspectives, renderings, documents,
18   specifications, and construction schedules in such detail as the Agency may deem
19   necessary to set forth the requirements for the construction of said site
20   improvements.

21   D.             The Agency shall complete its review of the proposed construction
22   documents and notify the Redeveloper of its findings within thirty (30) days following
23   the next regularly scheduled Agency meeting following the date of receipt of the
24   proposed construction documents by the Agency. If the Agency fails to so review
25   and notify the Redeveloper, then the proposed construction documents shall be
26   deemed rejected.

27   E.             Should the Agency reject the proposed construction documents, in
28   whole or in part, it shall inform the Redeveloper of the reason for such rejection in
29   writing. The Redeveloper shall submit amended proposed construction documents
1    correcting deficiencies as identified by the Agency within thirty (30) days following
2    said rejection.    The Redeveloper’s refusal or failure to submit satisfactory
3    construction documents shall be an event of default of this Agreement unless a
4    dispute has been submitted for arbitration pursuant to Article XX.         Proposed
5    construction documents which are approved in writing by the Agency shall constitute
6    the construction documents (the "Construction Documents").

7    Section 7.5.      Cooperation Respecting Plans. The dates and schedules provided
8    herein for the submission and review of plans are intended only to establish final
9    deadlines for submission and review of applicable plans. It is anticipated by the
10   Parties hereto that work on the plans and review of plans will commence well in
11   advance of such dates.

12
1                                      ARTICLE VIII


2                        Commencement and Completion of the Project


3    Section 8.1.      Improvements. Subject to the provisions of this Agreement, the
4    Redeveloper shall design and construct the Improvements to be developed in the
5    Project Area. Such Improvements shall consist of approximately 1,900 square feet
6    of “at grade” retail space, “at grade” lobby space, two (2) floors of commercial office
7    space totaling approximately 20,000 square feet, and fourteen (14) residential floors
8    containing 35 residential dwelling units. The residential development shall comply
9    with zoning regulations pertaining to affordability (i.e., below market rate units).

10   Section 8.2.      Commencement and Completion Dates.

11   A.             The Redeveloper shall commence construction of the Improvements
12   pursuant to the Construction Documents not more than thirty (30) days following the
13   Closing as provided in Section 3.2, hereof. Construction shall be completed, in
14   accordance with approved Construction Documents, within eighteen (18) months of
15   commencement of construction of the Improvements.

16   Section 8.3.      Extension of Construction Period.

17   A.             The Redeveloper may purchase extensions of the eighteen (18) month
18   construction period at the rate of fifty thousand dollars ($50,000) per month.
19   Payment to be made at the beginning of each monthly extension.

20   Section 8.4.      Commencement and Completion of Construction of the Project.

21   A.             The Redeveloper agrees for itself, its successors and assigns, and
22   every successor in interest to the Property, or any part thereof, and the Deed shall
23   contain covenants on the part of the Redeveloper for itself and such successors and
24   assigns, that the Redeveloper, and such assigns, shall promptly begin and diligently
25   prosecute to completion the redevelopment of the Property through the construction
26   of the Improvements thereon, subject to the terms and conditions set forth herein,
1    and that such construction shall in any event be begun within the period specified
2    herein and be completed within the period specified in Section 8.2 above subject to
3    an extension of the date for completion of the construction of the Project permitted
4    by Section 12.9. It is intended and agreed, and the Deed shall so expressly provide,
5    that such Agreements and covenants shall be covenants running with the land and
6    that they shall, in any event, and without regard to technical classification or
7    designation, legal or otherwise, and except only as otherwise specifically provided in
8    this Agreement itself, be, to the fullest extent permitted by law and equity, binding for
9    the benefit of the community and the Agency and enforceable by the Agency against
10   the Redeveloper and its successors and assigns to or of the Property of any part
11   thereof or any interest therein.

12   B.             The Deed for the Property shall contain a provision that upon the
13   issuance of Certificates of Completion for all of the Improvements to be made by the
14   Redeveloper, as provided in Article X hereof, the covenants, agreements, and
15   restrictions contained in Section 8.2, above, this Section 8.3, and contained in the
16   Deed shall have been conclusively satisfied and that thereafter said covenants,
17   agreements, and restrictions shall be deemed null and void.

18   C.             In the event the Agency directs that the Improvements be modified or
19   reconstructed for failure by the Redeveloper to conform to the Construction
20   Documents or approved modifications thereof, Redeveloper shall have thirty (30)
21   days within which to modify such Improvements, provided such directive shall not be
22   a ground for the extension of time limits of construction of the Improvements beyond
23   such thirty (30) day period.

24   Section 8.5.      Progress Reports. Subsequent to conveyance of the Property, or
25   any part thereof to the Redeveloper, and until the issuance of a Certificate of
26   Completion for all of the Improvements to be made by the Redeveloper pursuant to
27   Article X hereof, the Redeveloper shall make monthly reports as to the actual
28   progress of the Project and its construction. Such progress reports shall be in such
29   detail as may reasonably be requested by the Agency, but shall in any event include:
30   (A) percent of completion; (B) estimated date of final construction completion; (C)
1    updated critical path for construction of Improvements; and, (D) copies of the
2    Redeveloper's monthly request for drawdown of any construction loan (if applicable).
3    Agency agrees that information provided by Redeveloper pursuant to clause (D)
4    above shall remain confidential and shall not be part of the public domain. The
5    Redeveloper may redact non-material financial information from such drawdown
6    requests prior to delivery to the Agency.

7    Section 8.6.      Building Permits and Certificates of Occupancy.

8    A.             The Redeveloper shall not apply for and the City shall not issue a
9    foundation or building permit for the construction of any Improvements to be erected
10   on the Property prior to compliance with all of the applicable requirements of Article
11   VII, unless so authorized by the Agency, in writing.

12   B.             The Redeveloper shall not apply for and the City shall not issue a
13   certificate of occupancy (partial, temporary or permanent) for any Improvement
14   erected on the Property or any portion thereof prior to the issuance of a Certificate of
15   Completion or Partial Certificate of Completion by the Agency with respect to such
16   Improvements in accordance with Article X hereof, unless so authorized by the
17   Agency, in writing.

18   C.             Any foundation permit, building permit, or certificate of occupancy
19   issued without the express written approval of the Agency shall be void and of no
20   effect, and shall be surrendered to the Agency forthwith. No work shall be done on
21   the construction of the Project unless such work conforms with the approved
22   Construction Documents. If the Redeveloper shall fail to comply with the foregoing
23   requirements with respect to the Project, the Agency may, after discovery thereof by
24   the Agency, direct the Redeveloper in writing to modify or reconstruct such portion or
25   portions of the Improvements that does not conform so that they conform with the
26   approved Construction Documents and any modifications thereof approved by the
27   Agency. The Redeveloper shall promptly comply with such a directive and shall not
28   proceed further with the construction of the Project without written approval of the
29   Agency. If the Redeveloper fails to comply with such a directive, the Agency may
1   apply to a court of competent jurisdiction for an injunction or such other equitable
2   relief compelling the Redeveloper to comply with such prior directive and, pending
3   such compliance, the Redeveloper shall cease all construction activities pertaining to
4   the Project.

5
1                                     ARTICLE IX


2                                          Financing


3    Section 9.1.      Evidence of Equity Capital and Construction Financing.           As
4    promptly as possible after execution of this Agreement, and in any event no later
5    than thirty (30) days prior to Closing, the Redeveloper shall submit to the Agency for
6    its approval evidence reasonably satisfactory to the Agency that the Redeveloper
7    has equity capital and commitments for construction and permanent financing and
8    additional equity capital sufficient to complete the relevant Improvements and
9    perform all of Redeveloper's objectives with respect to the Project as required under
10   this Agreement.

11
1                                        ARTICLE X


2                                    Certificate of Completion


3    Section 10.1.      Completion Certificates.

4    A.              Promptly after construction of all Improvements in accordance with
5    approved Construction Documents and the other provisions of this Agreement
6    relating to the obligations of the Redeveloper to construct such Improvements
7    (including the dates for beginning and completion thereof), the Agency will furnish
8    the Redeveloper with a Certificate of Completion for such Improvements.            Such
9    certification by the Agency shall be (and it shall be so provided in the applicable
10   Deed and in the certification itself) a conclusive determination of satisfaction of the
11   Redeveloper's obligations under this Agreement with respect to such Improvements,
12   after which there shall be a termination of the agreements and covenants in this
13   Agreement and in the applicable Deed with respect to the obligations of the
14   Redeveloper, and its successors and assigns, to construct such Improvements on
15   said Property and the dates for the beginning and completion. Subject to Building
16   Department approval, the Redeveloper may complete and occupy the Project on a
17   floor-by-floor basis for up to eighty-five percent (85%) of the Improvements in
18   accordance with approved Construction Documents and the other provisions of this
19   Agreement relating to the obligations of the Redeveloper to construct such
20   Improvements (including the dates for beginning and completion thereof), and upon
21   written request of the Redeveloper, the Agency will furnish the Redeveloper with a
22   Partial Certificate of Completion on a floor-by-floor basis. Such certifications and
23   such determinations shall not constitute evidence of compliance with or satisfaction
24   of any obligation of the Redeveloper to any holder of a mortgage, or any insurer of a
25   mortgage, securing money loaned to finance the Improvements, or any part thereof.

26   B.              If the Agency shall refuse or fail to provide a Certificate of Completion
27   in accordance with the provisions of this Section, the Agency shall, as soon as
28   possible thereafter, but in any event within thirty (30) days after written request by
1    the Redeveloper, provide the Redeveloper with a written statement, indicating in
2    adequate detail, in what respects the Redeveloper has failed to complete the
3    Improvements in accordance with the provisions of this Agreement, or is otherwise
4    in default, and what measures or acts it will be necessary, in the reasonable opinion
5    of the Agency, for the Redeveloper to take or perform in order to obtain such
6    certification.

7    Section 10.2.    Completion of Improvements.      Improvements constructed herein
8    shall be deemed completed upon the effective date of the Certificate of Completion,
9    as set forth in Section 10.1 above.

10
1                                      ARTICLE XI


2                          Prohibition Against Assignment and Transfer


3    Section 11.1.      Representations   as   to   Redevelopment.       The   Redeveloper
4    represents and agrees that its purchase of the Property and its other undertakings
5    pursuant to the Agreement are, and will be, used for the purpose of redevelopment
6    of the Property and not for speculation in land holding. The Redeveloper further
7    recognizes that, in view of:

8    A.              The importance of the redevelopment of the Property to the general
9    welfare of the community; and

10   B.              The substantial financing and other public aids that have been made
11   available by law and by the Federal and local governments for the purpose of
12   making such redevelopment possible;

13   The qualifications and identity of the Redeveloper are of particular concern to the
14   City and the Agency. The Redeveloper further recognizes that it is because of such
15   qualifications and identity that the Agency is entering into this Agreement with the
16   Redeveloper and, in so doing, is further willing to accept and rely on the obligations
17   of the Redeveloper for the faithful performance of all undertakings and covenants by
18   it to be performed without requiring in addition a surety bond or similar undertaking
19   for such performance of all undertakings and covenants in the Agreement.

20   Section 11.2.      Prohibition Against Transfer. For the reasons set forth in Section
21   11.1 and elsewhere herein, prior to issuance of a Certificate of Completion by the
22   Agency with respect to all of the Improvements to be constructed on the Property by
23   the Redeveloper, no interest or portion thereof of any person directly or indirectly
24   owning or controlling 10% or more of the Redevelopers' voting interest or the voting
25   interests of any permitted successor or assign shall be transferred, or caused or
26   suffered to be transferred, except (i) an involuntary transfer caused by the death or
27   incapacity of any such party, or (ii) transfers with the prior written approval of the
1    Agency, which approval shall not be unreasonably withheld; nor without such written
2    approval of the Agency shall there be any other change in the ownership of such
3    person or change in identity of the parties in control, or in the degree of control of the
4    Redeveloper, by any other methods or means. With respect to this provision, the
5    Redeveloper and the parties signing this Agreement on behalf of the Redeveloper
6    represent that they have the authority of all relevant persons to agree to this
7    provision on their behalf and to bind them with respect thereto. For the purposes of
8    this Agreement the term "Person" shall mean any individual, corporation,
9    partnership, joint venture, estate, trust, limited liability company, unincorporated
10   association, any federal, state, county or municipal government or any bureau,
11   department, agency thereof and any fiduciary acting in such capacity on behalf of
12   any of the foregoing. Notwithstanding the foregoing restrictions, the City and the
13   Agency acknowledge and agree that in order to facilitate the financing of the Project,
14   the Redeveloper may form a limited partnership or other entity to take title, provided
15   the Redeveloper or an entity approved by the Agency pursuant to the provisions of
16   this Article with the same ownership and control as the named Redeveloper will be
17   the sole general partner or the equivalent of such other entities with 100% voting
18   control, and one or more investors will be the limited partners or the equivalent with
19   only such authority and voting rights as are required by law or are customary in low
20   income housing tax credit syndications or similar transactions, as approved by the
21   Agency, in writing. The City and Agency hereby consent to the ownership by such a
22   limited partnership or other entity, subject to all other terms and conditions hereof
23   including the Agency's approval of all limited partners or other partners, members,
24   investors or officers of such entity where required herein prior to the issuance of a
25   Certificate of Completion, which approval shall not be unreasonably withheld.

26   Section 11.3.      Prohibition Against Transfer of Property and Assignment of
27   Agreement.      Also, for the foregoing reasons, the Redeveloper represents and
28   agrees for itself and its successors and assigns, that:

29   A.              Except only
1    (i)                  By way of security for, and only for, (a) the purpose of obtaining
2    permitted financing necessary to enable the Redeveloper or any successor in
3    interest to the Property, or any part thereof, to perform its obligations with respect to
4    constructing and operating the Improvements under this Agreement, and (b) any
5    other purpose authorized by the Agreement; and

6    (ii)                 As to any individual parts or parcels of the Property on which
7    the Improvements to be constructed thereon have been completed and which, by
8    the terms of the Agreement, the Redeveloper is authorized to convey or lease as
9    such Improvements are completed,

10   the Redeveloper (except as so authorized) has not made or created, and that it will
11   not, prior to the completion of the Improvements, make or create, or suffer to be
12   made or created, any total or partial sale, assignment, conveyance, or lease, or any
13   trust or power, or transfer in any other mode or form of or with respect to the
14   Agreement or the Property, or any part thereof or any interest therein, or any
15   contract or agreement to do any of the same, without the prior written approval of the
16   Agency.

17   B.            For any transfer prior to the issuance of a Certificate of Completion for
18   relevant Improvements, the Agency shall be entitled to require, except as otherwise
19   provided in the Agreement, as conditions to any such approval provided for in
20   Section 11.3.A, that:

21   (i)                  Any proposed transferee shall have the qualifications and
22   financial responsibility, as reasonably determined by the Agency, necessary and
23   adequate to fulfill the obligations undertaken in this Agreement by the Redeveloper
24   (or, in the event the transfer is of or relates to part of the Property or an interest in
25   the Redeveloper or a permitted successor or assignee of an interest in the
26   Redeveloper, such obligations to the extent that they relate to such part of the
27   Property or interest in the Redeveloper or a permitted successor or assignee);

28   (ii)                 Any proposed transferee of the Property or any part thereof or
29   this Agreement or any interest hereunder, by instrument in writing satisfactory to the
1    Agency and in form recordable among the Land Records, shall, for itself and its
2    successors and assigns, and expressly for the benefit of the Agency, have expressly
3    assumed all of the obligations of the Redeveloper under this Agreement and agreed
4    to be subject to all the conditions and restrictions to which the Redeveloper is
5    subject (or, in the event the transfer is of or relates to part of the Property, such
6    obligations, conditions, and restrictions to the extent that they relate to such part),
7    provided that the fact that any transferee of, or any other successor in interest
8    whatsoever to, the Property, or any part thereof, shall, whatever the reason, not
9    have assumed such obligations or so agreed, shall not (unless and only to the extent
10   otherwise specifically provided in this Agreement or agreed to in writing by the
11   Agency) relieve or except such transferee or successor of or from such obligations,
12   conditions, or restrictions, or deprive or limit the Agency of or with respect to any
13   rights or remedies or controls with respect to the Property or the construction of the
14   Improvements; it being the intent of this, together with other provisions of this
15   Agreement, that (to the fullest extent permitted by law and equity and excepting only
16   in the manner and to the extent specifically provided otherwise in this Agreement) no
17   transfer of, or change with respect to, ownership in the Property or any part thereof,
18   or any interest therein, however consummated or occurring, and whether voluntary
19   or involuntary, shall operate, legally or practically, to deprive or limit the Agency of or
20   with respect to any rights or remedies or controls provided in or resulting from this
21   Agreement with respect to the Property and the construction of the Improvements
22   that the Agency would have had, had there been no such transfer or change.

23   (iii)                There shall be submitted to the Agency for review all
24   instruments and other legal documents involved in effecting a transfer; and, if
25   approved by the Agency, its approval shall be indicated to the Redeveloper in
26   writing.

27   (iv)                 The consideration payable for the transfer by the transferee or
28   on its behalf shall not exceed an amount representing the actual cost (including
29   carrying charges) to the Redeveloper of the Property (or allocable to the part thereof
30   or interest therein transferred) and the Improvements, if any, theretofore made
1    thereon by it; it being the intent of this provision to preclude assignment of the
2    Agreement or transfer of the Property (or any parts thereof other than those referred
3    to in subsection (ii), paragraph A of this section for profit prior to the completion of
4    the Improvements and to provide that in the event any such assignment or transfer
5    is made (and is not canceled), the Agency shall be entitled to increase the Purchase
6    Price to the Redeveloper by the amount that the consideration payable for the
7    assignment or transfer is in excess of the amount that may be authorized pursuant
8    to this subsection (iv), and such consideration shall to the extent it is in excess of the
9    amount so authorized, belong to and forthwith be paid to the Agency.

10   (v)                   The Redeveloper and its transferee shall comply with such other
11   reasonable conditions as the Agency may find desirable in order to achieve and
12   safeguard the purpose of the Project.

13   Section 11.4.      Information as to Ownership. In order to assist in the effectuation
14   of the purposes of this Article XI and the statutory objectives generally, the
15   Redeveloper agrees that during the period between execution of this Agreement and
16   completion of all of the Improvements as certified by the Agency in the manner
17   provided in Article X, (A) the Redeveloper will promptly notify the Agency of any and
18   all changes whatsoever or of any other act or transaction involving or resulting in any
19   change in the direct or indirect ownership of the Redeveloper or the Property and
20   any interest therein; and (B) the Redeveloper shall, at such time or times as the
21   Agency may reasonably request, furnish the Agency with a complete statement,
22   subscribed and sworn to by the Redeveloper, setting forth the names of all parties
23   having a direct or indirect legal or beneficial interest in the Redeveloper or the
24   Property.

25   Section 11.5.      Rights and Duties of Construction Financier Upon Acquisition Prior
26   to Completion.

27   A.              If a construction financier or mortgage lender, through the operation of
28   its contract or agreement to finance the Project required by this Agreement to be
29   completed by the Redeveloper on the Property or any part thereof, acquires fee
1    simple title to the Property or any part thereof prior to the completion of the Project,
2    the construction financier or mortgage lender shall, at its option:

3    (i)                   Assume all of the obligations of the Redeveloper under this
4    Agreement, and complete such Project in accordance with the Urban Renewal Plan
5    and this Agreement;

6    (ii)                  Sell, assign, or transfer, to an entity experienced in the real
7    estate development, construction and ownership of rental apartments, fee simple
8    title to the Property or such portion thereof as it shall have acquired, to such
9    purchaser, assignee, or transferee who shall expressly assume all of the covenants,
10   agreements, and obligations of the Redeveloper under this Agreement in respect to
11   the construction of the Improvements on the Property, by written instrument
12   satisfactory to the Agency filed forthwith and recorded among the Land Records of
13   the City of Stamford; or

14   (iii)                 Reconvey fee simple title to the Property or any part thereof to
15   the Agency subject to the provisions of Article XIV of this Agreement, in which event
16   the provisions of Section 12.7 relative to resale shall apply.

17   B.              In the event a construction financier completes the Project in
18   accordance with the Urban Renewal Plan and this Agreement, the Agency shall
19   issue to the construction financier a Certificate of Completion (or Certificates of
20   Completion) in accordance with Article X of this Agreement, and thereafter the
21   construction financier may sell, assign, or transfer any interest in or to the completed
22   Project or any part thereof, including but not limited to fee simple interest, to any
23   purchaser, assignee, or transferee, who shall expressly assume all of the covenants,
24   agreements, and obligations of the Redeveloper under this Agreement in respect to
25   the Property or any part thereof by written instrument, reasonably satisfactory to the
26   Agency, filed and recorded among the Land Records of the City of Stamford.

27   Section 11.6.     Rights and Duties of Construction Financier Upon Acquisition After
28   Completion.     If a construction financier, through the operation of its contract to
29   finance the Project required by this Agreement to be completed by the Redeveloper
1   on the Property or part thereof, acquires the fee simple title to the Property or any
2   part thereof after completion of the Project, the construction financier shall comply
3   with the applicable provisions of this Agreement, including but not limited to, Article
4   XIII; but the construction financier may sell, assign or transfer any interest in or to
5   the completed Project or any part thereof, including but not limited to fee simple
6   interest, to any purchaser, assignee or transferee who shall expressly assume all of
7   the covenants, agreements and obligations of the Redeveloper under this
8   Agreement.

9
1                                      ARTICLE XII


2                                           Remedies


3    Section 12.1.      In General. Except as otherwise provided in this Agreement, in the
4    event of any default in or breach of this Agreement, or any of its terms or conditions,
5    by either party hereto, or any successor to such party, such party (or successor)
6    shall, upon written notice from the other, which notice shall contain a detailed
7    statement of the alleged default or breach, proceed expeditiously, and, in any event,
8    within ninety (90) days after receipt of such notice, to cure or remedy such default or
9    breach; provided however, the Purchase Price, or portion thereof, shall be payable
10   as and on the dates specified herein and time shall be of the essence for completing
11   construction of all Improvements by the outside dates set forth herein. In case such
12   action is not taken or not diligently pursued, or the default or breach shall not be
13   cured or remedied within the applicable period, the aggrieved party may, subject to
14   the limitations of this Article XII, institute such actions or proceedings as may be
15   necessary or desirable pursuant to Article XVIII. This Section 12.1 shall not apply to
16   a default or breach pursuant to Article IV or preclude the Agency from terminating
17   this Agreement pursuant to Section 12.3 hereof.

18   Section 12.2.      Termination by Redeveloper Prior to Closing.

19   A.              Provided the Redeveloper is not in default and no event has occurred
20   which, with the giving of proper notice or passage of time, or both, would give rise to
21   a default by the Redeveloper, if the City and Agency (i) do not deliver a Deed in
22   connection with the Closing in the manner and condition set forth in this Agreement,
23   and by the date provided in Section 3.2 of this Agreement, or (ii) or if the
24   Redeveloper’s best good faith effort to obtain Zoning Relief as described in Section
25   3.5 of this Agreement is not successful, the Redeveloper may terminate this
26   Agreement, by written notice to the City and Agency delivered within ten (10) days
27   after the occurrence giving rise to the right to terminate.
1    B.              Upon the exercise of the option set forth in Section 12.2.A, above, by
2    the Redeveloper, the City and/or Agency shall release the Deposit as described in
3    Section 4.4 of this Agreement.

4    C.              In the event that this Agreement is terminated by the Redeveloper in
5    accordance with paragraph 12.2.A, above, neither the Agency nor the Redeveloper
6    shall have any additional or further rights or liability to the other under this
7    Agreement or otherwise.

8    D.              Nothing herein shall be deemed to limit the Redeveloper's rights and
9    remedies at law or in equity for the Agency's breach of this Agreement.

10   Section 12.3.      Termination by Agency Prior to Final Closing.         If any of the
11   following events occur prior to conveyance of all of the Property to the Redeveloper
12   by the Agency:

13   A.              The Redeveloper assigns this Agreement or any rights therein, or in
14   the Property, in violation of this Agreement; or

15   B.              There is, in violation of Article XI hereof, any change (i) in the
16   ownership of the Redeveloper, (ii) in the identity of the parties in control of the
17   Redeveloper, or (iii) in the degree of ownership or control thereof in violation of this
18   Agreement; or

19   C.              The Redeveloper does not submit Construction Documents as
20   required by Article VII of this Agreement; or

21   D.              The Redeveloper fails to provide and maintain the Deposit as required
22   by Article IV of this Agreement; or

23   E.              The Redeveloper does not pay the appropriate Purchase Price and
24   perform its obligations with respect to Closing in the manner and condition set forth
25   in this Agreement and by the relevant date provided in Section 3.2 of this
26   Agreement; or
1    F.              The Redeveloper is unsuccessful in its effort to obtain the Zoning
2    Relief set forth in Section 3.5 of this Agreement;

3    and if any default, failure or determination referred to in subsection A, B, C, D, E or F
4    of this section shall not be cured within thirty (30) days after the date of written notice
5    by the Agency, then, at the option of the Agency, this Agreement may be terminated
6    with respect to any Property not yet conveyed by the City or Agency, in which event,
7    with respect to defaults referred to in subsections A, B, C, D and E the Agency shall
8    be entitled to liquidated damages in the amount of the Deposit provided in Article IV
9    and thereafter neither the Redeveloper nor the City or Agency shall have any
10   additional or further rights against or liability to the other under this Agreement or
11   otherwise with respect to portions of the Property not yet conveyed by the City or
12   Agency.

13   Section 12.4.      Breach by Redeveloper Subsequent to Closing. In the event that
14   subsequent to Closing, and prior to issuance of a Certificate of Completion for all of
15   the Improvements to be constructed on the Property:

16   A.              The Redeveloper shall default or violate its obligations with respect to
17   the construction of the Improvements (including the nature and the dates for the
18   beginning and completion thereof subject to the provisions of Section 12.9) or shall
19   abandon or substantially suspend construction work, and any such default, violation,
20   abandonment, or suspension shall not be cured, ended, or remedied within forty-five
21   (45) days after written demand by the Agency so to do; or

22   B.              The Redeveloper shall fail to pay real estate taxes or assessments on
23   the Property owned by the Redeveloper, or any part thereof (or such percentage as
24   is required by statute for purpose of taking tax appeals to contest assessments),
25   when due or shall place thereon any encumbrance or lien unauthorized by this
26   Agreement, or shall suffer any levy or attachment to be made, or any materialmen's
27   or mechanic’s lien to attach, and such taxes or assessments shall not have been
28   paid, or the encumbrance or lien removed, bonded or otherwise discharged or other
29   provision satisfactory to the City and Agency made for such payment, removal, or
1    discharge, within a reasonable time (but not more than forty-five [45] days) after
2    written demand by the City so to do; or

3    C.              There is, in violation of this Agreement, any transfer of the Property for
4    or any part thereof or any change in the direct or indirect ownership or control of the
5    Redeveloper, or in the identity of the parties in control of Redeveloper;

6    then the Agency and City shall have the right to reenter and take possession of the
7    Property and to terminate and revest in the Agency and the City the estate conveyed
8    by the Deed(s) to the Redeveloper; it being the intent of this, together with other
9    provisions of this Agreement, that the Closing on any portion of the Property shall be
10   made upon, and that each Deed shall contain a condition subsequent to the effect
11   that in the event of any default, failure, violation, or other action or inaction by the
12   Redeveloper specified in clauses A and B of this Section 12.4 and upon the
13   subsequent failure on the part of the Redeveloper to remedy, end, or abrogate such
14   default, failure, violation, or other action or inaction, within the period and in the
15   manner stated in said clauses, the Agency and City shall have, at their option, the
16   right to declare a termination in favor of the Agency and the City of the title and of all
17   the rights and interest in the Property conveyed by the Deed to the Redeveloper and
18   that such title, and all rights and interest of the Redeveloper and any assigns or
19   successors in interest in such parcel or parcels, shall revert to the Agency and the
20   City, provided that such condition subsequent and any revesting of title as a result
21   thereof in the Agency and the City shall always be subject to, subordinate and
22   limited by and shall not defeat, render invalid, or limit in any way (i) the lien of any
23   mortgage authorized by this Agreement and (ii) any rights or interests provided in
24   this Agreement for the protection of the holders of such mortgages.

25   Section 12.5.      Default by Act of Bankruptcy. If the Redeveloper is adjudicated
26   bankrupt according to law or if any general assignment shall be made for the benefit
27   of creditors or if a receiver shall be appointed to take charge of the affairs of the
28   Redeveloper, and such receivership shall not have been removed within one
29   hundred twenty (120) days thereafter, the Redeveloper shall, at the option of the
1    Agency, be deemed to be in default, and the Agency shall have all the rights to
2    terminate the Agreement and/or revest title to the Property.

3    Section 12.6.      Assignment of Construction Documents Upon Default.              Upon
4    termination of the Agreement and/or revesting of title after default in accordance with
5    Sections 12.4 and/or 12.5 hereof, all of the Redeveloper's right, title, and interest in
6    any plans and specifications, engineering data, survey maps, designs, working
7    drawings, market studies, feasibility studies, traffic studies, etc., with respect to or
8    applicable to the Property shall vest in the Agency for the use and benefit of the
9    Agency, its successors and assigns.

10   Section 12.7.      Resale of Reacquired Property. Upon the revesting in the Agency
11   of title to the Property, or any portion thereof, as provided in Section 12.4, the
12   Agency shall use its best efforts to resell the Property, or the portion thereof (subject
13   to such mortgage liens, easements, or other interests) as soon as reasonably
14   possible, and in such manner as the Agency shall find feasible and consistent with
15   the objectives of the Urban Renewal Plan, to a qualified and responsible party or
16   parties (as reasonably determined by the Agency) who will assume the obligation of
17   making or completing the Improvements or other improvements in their stead as
18   shall be satisfactory to the Agency and in accordance with the uses specified for the
19   Property in the Urban Renewal Plan. Upon resale of all of the Property reacquired
20   by the Agency, the proceeds thereof shall be applied in the following order:

21   A.              First, to reimburse the Agency for all costs and expenses incurred by
22   the Agency, including but not limited to salaries of personnel in connection with the
23   recapture, management, and resale of the Property or part thereof; all costs in
24   connection with the acquisition, relocation, demolition, other related costs; all real
25   estate taxes, assessments, and water and sewer charges with respect to the
26   Property or portion thereof (or, in the event the Property or portion thereof is exempt
27   from real estate taxation or assessment or such charges during the period of
28   ownership thereof by the Agency, an amount equal to the taxes, assessments, or
29   charges that would have been payable if the Property or portion thereof were not so
30   exempt); any payments made or necessary to be made to discharge any
1    encumbrances or liens existing on the Property, or portion thereof, at the time of
2    revesting of title thereto in the Agency (or to discharge or prevent from attaching or
3    being made any subsequent encumbrances or liens) due to obligations, defaults, or
4    acts of the Redeveloper, its successors or transferees; any expenditures made or
5    obligations incurred with respect to the making or completion of the Improvements;
6    or any amounts otherwise owed to the City or Agency by the Redeveloper or its
7    successor or transferee; and

8    B.              Second, to the extent that proceeds are available, to reimburse the
9    Redeveloper, its successor or transferee, up to the amount equal to (i) the sum of
10   the Purchase Price paid by it for the Property or the applicable portion thereof plus
11   reasonable costs and expenditures incurred by the Redeveloper in the planning and
12   construction (whether or not to completion) of any Improvements of the Property, or
13   any portion thereof, less (ii) any capital gains or income withdrawn or made by it
14   from this Agreement or the Property or any portion thereoft; and

15   C.              Third, any balance remaining after such reimbursements shall be
16   retained by the Agency.

17   Section 12.8.      Other Rights and Remedies of Agency. The Agency shall have the
18   right to institute such actions or proceedings as may be necessary to effectuate the
19   purposes of this Article XII, including the right to execute and record or file upon the
20   Land Records of the City of Stamford a written declaration of the termination of all
21   the right, title, and interest of the Redeveloper, and its successors in interest and
22   assigns, in the Property or portion thereof, and the revesting of title thereto in the
23   City and Agency, provided that any delay by the City or Agency in instituting or
24   prosecuting any such actions or proceedings or otherwise asserting its rights under
25   this Agreement shall not operate as a waiver of such rights or to deprive it of or limit
26   such rights in any way (it being the intent of this provision that the Agency should not
27   be constrained so as to avoid the risk of being deprived of or limited in the exercise
28   of the remedy provided in this Agreement because of concepts of waiver, laches or
29   otherwise to exercise such remedy at a time when it may still hope otherwise to
30   resolve the problems created by the default involved); nor shall any waiver in fact
1    made by the Agency with respect to any specific default by the Redeveloper under
2    this Agreement be considered or treated as a waiver of the rights of the Agency with
3    respect to any other defaults by the Redeveloper under this Agreement or with
4    respect to the particular default except to the extent specifically waived in writing.

5    Section 12.9.     Enforced Delay in Performance for Causes Beyond Control of
6    Party. For purposes of any of the provisions of this Agreement, neither the Agency
7    or the City nor the Redeveloper or any successor in interest, transferee, or assignee
8    of the Redeveloper shall be considered in breach of, or default in, any of its
9    obligations under this Agreement in the event of (A) enforced delay in the
10   performance of such obligations due to unforeseeable causes beyond its control and
11   without its fault or negligence (but not including delays in the financing of any portion
12   of the Project) and to the consequential effects of such unforeseeable causes,
13   including but not limited to, acts of God, acts of the public enemy, acts (including
14   failures to act and delays) of any governmental employee, agency, or body, acts
15   (including failure to act and delays) of the other party, fires, floods, epidemics, riot or
16   civil disorder, quarantine restrictions, strikes or other labor disputes, embargoes,
17   unusually severe weather; (B) any unanticipated environmental conditions affecting
18   the Property; or (C) the commencement of any litigation respecting this Agreement,
19   the Property, or any portion thereof by someone wholly unrelated to the
20   Redeveloper, and such litigation enjoins the construction or operation of any of the
21   obligations of the Redeveloper or the City or the Agency, or any contractor of either
22   of them; it being the purpose and intent of this provision that in the event of the
23   occurrence of any such delay, the time or times for performance of the obligations in
24   this Agreement shall be extended for the period of the enforced delay, provided that
25   the party seeking the benefit of the provisions of this paragraph shall, within ten (10)
26   days after it first becomes aware of the beginning of such enforced delay, notify the
27   other party thereof in writing. With respect to any delay in completion or progress of
28   construction of the Project, the Redeveloper's Architect shall certify in said writing as
29   to the (X) duration of the delay, (Y) the reasons for the delay, and (Z) the effect of
30   the delay on the critical path of construction provided pursuant to Section 8.4 above.
1    Section 12.10.   Rights and Remedies Cumulative. The rights and remedies of the
2    Parties to this Agreement, whether provided by law or by this Agreement, shall be
3    cumulative, and the exercise by either party of any one or more of such remedies
4    shall not preclude the exercise by it, at the same or different times, of any other such
5    remedies for the same default or of any of its remedies for any other default or
6    breach by the other party. No waiver made by either such party with respect to the
7    performance, or manner or time thereof, or any obligation of the other party or any
8    condition to its own obligation under the Agreement shall be considered a waiver of
9    any rights of the party making the waiver with respect to the particular obligation of
10   the other party or condition to its own obligation beyond those expressly waived in
11   writing and to the extent thereof, or a waiver in any respect in regard to any other
12   rights of the party making the waiver or any other obligations of the other party.

13   Section 12.11.   Waiver of Appeal and Right to File Lis Pendens.           The Parties
14   recognize and agree that the purpose of this Agreement is to fulfill the public policies
15   embodied in the Urban Renewal Plan and entrusted by law for execution to the
16   Agency, that the redevelopment of this Property is important to the general welfare
17   of the City, and that substantial public assistance has been made available pursuant
18   to Federal, State, and local law for the purpose of making such development
19   possible and in connection with the acquisition and assembly of land by the
20   sovereign power of eminent domain and in connection with the delivery of the
21   Property to the Redeveloper. Accordingly, the Redeveloper expressly agrees that in
22   the event the Agency fails or refuses to go to Closing under Article III of this
23   Agreement after the Agency has used its best efforts to meet its obligations
24   hereunder or terminates this Agreement under Article XII, Section 12.3A through E,
25   or reenters the Property and effects a revestment of title to the Property under Article
26   XII, Section 12.4, the Redeveloper shall in no event resort to, and hereby knowingly,
27   voluntarily, intelligently, and upon advice of counsel, waives any and all right to
28   equitable defenses, procedures or court, and remedies which prevent the continuing
29   enjoyment or the immediate and unequivocal revestment of clear and marketable
30   title to the Property by the Agency, including but not limited to, any action or
31   counterclaim for specific performance, injunctive relief, or any action at law or equity
1    which may result in the entry of the pendency of any legal or equitable action in the
2    Superior Court for the Judicial District of Stamford/Norwalk, or Federal District Court
3    for the District of Connecticut, the filing of a lis pendens or any cloud on title with
4    respect to the premises.

5    Section 12.12.   Irrevocable Power of Attorney Upon Failure to Cure Default. In
6    order to secure further its obligation under this Agreement, the Redeveloper hereby
7    irrevocably makes, constitutes, and appoints the Executive Director of the Agency
8    and general counsel, or any of them and any of their successors, its true and lawful
9    attorney, for itself and in its name, place and stead, upon an event of default by the
10   Redeveloper under this Agreement which is not cured within the applicable time
11   period permitted hereunder for such cure, and subject to all of the rights and
12   protections offered to approved construction mortgagees in accordance with this
13   Agreement, to enter into and take possession of the Property in or to which it is now
14   possessed or seized or in any way entitled to or interested; and to grant, bargain and
15   sell the same or any part thereof, for One Dollar ($1.00) lawful money of the United
16   States of America or such sum or price upon such terms as they or any of them shall
17   deem to meet; and to make, acknowledge, and deliver good and sufficient Deeds
18   and conveyances for same, either with or without covenants or warranty; and to let
19   and demise said Property for such rent and term or terms as they or any of them
20   shall deem advisable; and to demand, recover, and receive for all sums of money
21   which shall become due and owing to it by reason of any such bargain, sale, or
22   lease and to take all lawful ways and means for the recovery thereof; and to
23   compound and to agree for the same, and to execute and deliver good and sufficient
24   discharges and acquittances thereof; and to execute and deliver a cancellation
25   agreement to the Agency, thereby terminating this Agreement, with power to
26   substitute one or more attorney or attorneys under them or any of them in or
27   concerning the foregoing or any part thereof, and the same at their pleasure or the
28   pleasure of any of them to revoke; giving and granting unto its said attorney or any
29   substitute or substitutes full power and authority to do and perform all and every act
30   and thing whatsoever, requisite and necessary to be done in and about the
31   foregoing, as fully to all intents and purposes as it might or could do if personally
1    present, hereby ratifying and confirming all that said attorney (or the substitute or
2    substitutes) shall lawfully do or cause to be done by virtue hereof, said power of
3    attorney being coupled with an interest and irrevocable.

4    Section 12.13.   Breach by Redeveloper Subsequent to Completion. In the event
5    that the Redeveloper shall fail to perform its obligations under this Agreement with
6    respect to those obligations hereunder which arise after the issuance of a Certificate
7    of Completion, the Agency shall notify the Redeveloper of such failure in writing.
8    Such writing may be recorded by the Agency in the Land Records of the City of
9    Stamford. If any such writing is so recorded and such failure is thereafter cured to
10   the satisfaction of the Agency, the Agency shall file notice of such cure on said Land
11   Records.

12
1                                      ARTICLE XIII


2                               Restrictions Upon Use of Property


3    Section 13.1.      Restrictions on Use. The Redeveloper agrees for itself, and its
4    successors and assigns, and every successor in interest to the Property, or any part
5    thereof, and the Deed(s) shall contain covenants on the part of the Redeveloper for
6    itself, and such successors and assigns, that the Redeveloper, and such successors
7    and assigns, shall:

8    A.              Devote the Property to, and only to and in accordance with the uses
9    specified in the Urban Renewal Plan;

10   B.              Not discriminate upon the basis of race, creed, color, religion, sex,
11   gender identity or expression, sexual orientation, disability or national origin in the
12   sale, lease, or rental or in the use or occupancy of the Property or of any
13   Improvements erected or to be erected thereon, or any part thereof;

14   C.              In the sale, lease, or occupancy of the Property, not effect or execute
15   any agreement, lease, conveyance, or other instrument whereby the Property, or
16   any part thereof, is restricted upon the basis of race, creed, color, religion, sex,
17   gender identity or expression, sexual orientation, disability or national origin, and
18   comply with all State and local laws, in effect from time to time, prohibiting
19   discrimination or segregation by reason of race, color, religion, sex, gender identity
20   or expression, sexual orientation, disability or national origin; and

21   D.              Comply with applicable regulations issued by the Secretary of Housing
22   and Urban Development set forth in 37 F.R. 22732-3 and all applicable rules and
23   orders issued thereunder which prohibit the use of lead-based paint in residential
24   structures undergoing Federally-assisted construction or rehabilitation and require
25   the elimination of lead-based paint hazards.
1    Section 13.2.    Covenants; Binding Upon Successors in Interest; Period of
2    Duration. It is intended and agreed, and the Deed shall so expressly provide, that
3    the agreements and covenants provided in Section 13.1 hereof shall be covenants
4    running with the land and that they shall, and without regard to technical
5    classification or designation, legal or otherwise, and except only as otherwise
6    specifically provided in the Agreement, be binding to the fullest extent permitted by
7    law and equity for the benefit and in favor of, and enforceable by, the Agency, its
8    successors and assigns, the City and any successor in interest to the Property, or
9    any part thereof, and the owner of any other land (or of any interest in such land) in
10   the Project Area which is subject to the land use requirements and restrictions of the
11   Urban Renewal Plan, and the United States (in the case of the covenants provided
12   in subsections B and C of Section 13.1 hereof) against the Redeveloper, its
13   successors and assigns and every successor in interest to the Property, or any part
14   thereof or any interest therein, and any party in possession or occupancy of the
15   Property or any part thereof. It is further intended that agreements and covenants
16   provided in subsections B and C of Section 13.1 hereof shall remain in effect without
17   limitation as to time, provided that such agreements and covenants shall be binding
18   on the Redeveloper itself, each successor in interest to the Property, and every part
19   thereof, and each party in possession or occupancy, respectively, only for such
20   period as such successor party shall have title to, or an interest in, or possession or
21   occupancy of, the Property or part thereof. The terms "uses specified in the Urban
22   Renewal Plan" or similar language in this Agreement shall include the land and all
23   building, housing, and other requirements or restrictions of the Urban Renewal Plan
24   and this Agreement pertaining to such land.

25   Section 13.3.    Agency Rights to Enforce. In amplification, and not in restriction of,
26   the provisions of Section 13.2, hereof, it is intended and agreed that the Agency, and
27   its successors and assigns, shall be deemed beneficiaries of the agreements and
28   covenants provided in Section 13.1 hereof and the United States shall be deemed a
29   beneficiary of the covenants contained in subsections B and C of Section 13.1, both
30   for and in their own right and also for the purposes of protecting the interests of the
31   community and the other parties, public or private, in whose favor or for whose
1    benefits such agreements and covenants have been provided. Such agreements
2    and covenants shall (and the Deed shall so state) run in favor of the Agency and the
3    United States for the entire period during which such agreements and covenants
4    shall be in force and effect, without regard to whether the Agency or the United
5    States has at any time been, remains, or is an owner of any land or interest therein
6    to or in favor of which such agreements and covenants relate. The Agency shall
7    have the right, in the event of any breach of any such agreement or covenant, and
8    the United States shall have the right in the event of any breach of the covenants
9    contained in subsections B and C of Section 13.1 hereof, to exercise all the rights
10   and remedies and to maintain any actions or suits at law or in equity or other proper
11   proceedings to enforce the curing of such breach of agreement or covenant to which
12   it or any other beneficiaries of such agreement or covenant may be entitled.

13
1                                    ARTICLE XIV


2                          Conflict of Interest; No Personal Liability


3    Section 14.1.    Conflict of Interest. No member, official, or employee of the Agency
4    or City shall have any personal interest, direct or indirect, in this Agreement, nor
5    shall any such member, official, or employee participate in any decision relating to
6    this Agreement which affects his personal interests or the interests of any
7    corporation, partnership, or association in which he is, directly or indirectly,
8    interested.

9    Section 14.2.    Personal Liability.   No partner, member, shareholder, trustee,
10   beneficiary, official, officer, director, agent, or employee of any party to this
11   Agreement shall be personally liable to any other party, or any successor in interest
12   to such other party, in the event of any default or breach by either party or for any
13   amount which may become due to either party or successor or on any obligations
14   under the terms of this Agreement.

15
1                                    ARTICLE XV


2                                         Easements


3    Section 15.1.     Restrictions on Property. The Property shall be conveyed to the
4    Redeveloper subject to certain easements and rights of way in favor of the public
5    and certain adjacent and neighboring property owners.        These easements are
6    identified on that certain map attached hereto and made a part hereof as Exhibit "A".

7    Section 15.2.     Easement.

8    A.              The Agency and the City shall retain an eleven (11) foot wide
9    easement for the construction, and operation of an additional lane of travel on
10   Greyrock Place as shown on the Map.

11
1                                     ARTICLE XVI


2                        Equal Opportunity in Construction Employment


3    Section 16.1.      Requirements. The Redeveloper, for itself and its successors and
4    assigns, agrees that in the construction of the Improvements provided for in this
5    Agreement:

6    A.              The Redeveloper will not discriminate against any employee or
7    applicant for employment because of race, creed, color, religion, sex, gender identity
8    or expression, sexual orientation, disability or national origin. The Redeveloper will
9    take affirmative action to ensure that applicants are employed and that employees
10   are treated during employment without regard to their race, creed, color, religion,
11   sex, gender identity or expression, sexual orientation, disability or national origin.
12   Such action shall include, but not be limited to, the following: employment promotion;
13   position upgrading, demotion, or transfer; recruitment or recruitment advertising;
14   layoff or termination; rates of pay or other forms of compensation; and selection for
15   training, including apprenticeship. The Redeveloper agrees to post in conspicuous
16   places, available to employees and applicants for employment, notices setting forth
17   the provisions of this nondiscrimination clause.

18   B.              The Redeveloper will, in all solicitations or advertisements for
19   employees placed by or on behalf of the Redeveloper; state that all qualified
20   applicants will receive consideration for employment without regard to race, creed,
21   color, religion, sex, gender identity or expression, sexual orientation, disability or
22   national origin.

23   C.              The Redeveloper will send to each labor union or representative of
24   workers with which the Redeveloper has a collective bargaining agreement or other
25   contract or understanding, a notice advising the said labor union or workers’
26   representative of the Redeveloper’s commitments under Executive Order 11375 of
1    October 13, 1967, and shall post copies of the notice in conspicuous places
2    available to employees and applicants for employment.

3    D.            The Redeveloper will comply with all provisions of Executive Order
4    11375 of October 13, 1967, and of the applicable rules, regulations, and relevant
5    orders of the Secretary of Labor.

6    E.            The Redeveloper will furnish all information and reports required by
7    Executive Order 11375 of October 13, 1967, and by the applicable rules,
8    regulations, and orders of the Secretary of Labor or the Secretary of Housing and
9    Urban Development pursuant thereto, and will permit access to the Redeveloper’s
10   books, records, and accounts by the Agency and the Secretaries of Labor and
11   Housing and Urban Development for purposes of investigation to ascertain
12   compliance with such rules, regulations, and orders.

13   F.            In   the   event   of   the   Redeveloper’s   noncompliance      with   the
14   nondiscrimination clauses of this section, or with any of the said rules, regulations, or
15   orders, this Agreement may be canceled, terminated, or suspended in whole or in
16   part, and the Redeveloper may be declared ineligible for further government
17   contracts or Federally-assisted construction contracts in accordance with procedures
18   authorized in Executive Order 11375 of October 13, 1967, and such other sanctions
19   may be imposed and remedies invoked as provided in the said Executive Order
20   11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of
21   Labor, or as otherwise provided by law.

22   G.            The Redeveloper will include the provisions of paragraphs A through G
23   of this section in every contract or purchase order and will require the inclusion of
24   these provisions in every subcontract entered into by any of its contractors, unless
25   exempted by applicable rules, regulations, or orders of the Secretary of Labor issued
26   pursuant to Executive Order 11375 of October 13, 1967, so that such provisions will
27   be binding upon each such contractor, subcontractor, or vendor, as the case may
28   be. The Redeveloper will take such action with respect to any construction contract,
29   subcontract, or purchase order as the Agency or the Department of Housing and
1    Urban Development may direct as a means of enforcing such provisions, including
2    sanctions for noncompliance; provided, however, that in the event the Redeveloper
3    becomes involved in, or is threatened with, litigation with a subcontractor or vendor
4    as a result of such direction by the Agency or the Department of Housing and Urban
5    Development, the Redeveloper may request the United States to enter into such
6    litigation to protect the interests of the United States. For the purpose of including
7    such provisions in any construction contract, subcontract, or purchase order, as
8    required hereby, the first three lines of this section shall be changed to read “During
9    the performance of this Contract, the Contractor agrees as follows:, “ and the term
10   “Redeveloper” shall be changed to “Contractor”.

11
1                                    ARTICLE XVII


2                                Indemnification and Insurance


3    Section 17.1.    Indemnification. The Redeveloper shall defend, indemnify and hold
4    harmless the City and the Agency from, against, and of any and all claims for injury
5    or damage arising from or relating to the performance or non-performance of the
6    Redeveloper’s obligations under this Agreement and any and all costs, losses,
7    liabilities and expenses incurred by the City or the Agency with respect to such
8    claims including attorneys’ fees and disbursements. The Redeveloper shall furnish
9    to the Agency, at closing, a Certificate of Insurance against liability covering the
10   Redeveloper, the City, and the Agency in a sum not less than Five Million Dollars
11   ($5,000,000.00) bodily injury and Five Million Dollars ($5,000,000.00) property
12   damage, in form and with companies reasonably satisfactory to the Agency and
13   providing that coverage may not be canceled or terminated without thirty (30) days
14   prior written notice to the Agency. Said insurance is to remain in full force and effect
15   until the issuance of a Certificate of Completion for all Improvements pursuant to
16   Article X hereof. The Redeveloper shall pay all reasonable costs and expenses
17   which may be incurred by the City in proceedings brought to enforce compliance
18   with the provisions of this Section and all judgments, damages, or other sums
19   awarded to the City in such proceedings, to the extent the City prevails.

20   Section 17.2.    Insurance of the Premises. The Redeveloper shall, at all times, at
21   its sole cost and expense, maintain insurance for those portions of the Project for
22   which it has taken title in an amount sufficient to guarantee performance of its
23   obligations under Section 17.3 below in an amount not less than the full insurable
24   value of the Premises and Improvements thereon. The full insurable value shall be
25   defined as the replacement cost of the Project, plus the cost of removing the debris
26   produced by the destruction of the Improvements by casualty, less the fair market
27   value of the Property as a cleared site. The amount of insurance shall be increased
28   annually as the full insurable value increases. The Redeveloper shall furnish the
1    Agency, at Closing, a Certificate of Insurance for said purpose in form and with
2    companies reasonably satisfactory to the Agency and providing that coverage may
3    not be canceled or terminated without thirty (30) days prior written notice to the
4    Agency. The Agency and City shall be named as additional insureds under such
5    policy or policies.

6    Section 17.3.     Destruction of Premises.   In the event that any Improvement or
7    portion thereof constituting a part of the Project shall be damaged or destroyed by
8    any casualty prior to the issuance of a Certificate of Completion for such
9    Improvement, the Redeveloper, its successor or assigns, shall, at its sole cost and
10   expense, repair, restore, and reconstruct the damaged or destroyed portion of said
11   Improvements in such a manner that, upon completion of such repairs, restoration,
12   and reconstruction, such Improvements shall conform to the Urban Renewal Plan
13   and to the provisions of this Agreement.. The Redeveloper shall commence the
14   repair, restoration or reconstruction of the Improvements within a reasonable period
15   (but in no event more than one hundred eighty [180] days) after damage to or
16   destruction of the Improvements and prosecute the repair, restoration or
17   reconstruction of the Improvements to completion, failing which the Agency may
18   cause title to revert to the Agency in the manner provided for in Section 12.13.

19   Section 17.4.     City May Procure Insurance if Redeveloper Fails to Do So. In the
20   event the Redeveloper at any time refuses, neglects, or fails to secure and maintain
21   in full force and effect any or all of the insurance required pursuant to this
22   Agreement, the City, at its option, may procure or renew such insurance; and all
23   amounts of money paid by the City for such insurance shall be payable by the
24   Redeveloper to the City with interest thereon at the rate of ten percent (10%) per
25   annum from the date the same was paid by the City to the date of payment thereof
26   by the Redeveloper. The City shall notify the Redeveloper in writing of the date,
27   purposes and amounts of any such payments made by it.

28
1                                     ARTICLE XVIII


2                                            Arbitration


3    Section 18.1.      Procedure.    In the event of any dispute relating to any matter
4    arising out of or in connection with this Agreement, and whether or not arbitration is
5    specifically provided for in this Agreement, such dispute shall be submitted to
6    arbitration in the following manner:

7    A.              The party claiming the dispute shall do so in writing to the other
8    specifying the issue in dispute and designating an arbitrator expert in the field within
9    which the issue in dispute lies. Within fifteen (15) days after receipt of such notice
10   the other party shall give notice in writing to the party claiming the dispute that the
11   arbitrator designated is acceptable or specifying a second arbitrator, also an expert
12   in the field within which the issue in dispute lies. If a second arbitrator is designated,
13   the two (2) arbitrators so selected shall, within fifteen (15) days thereafter, select a
14   third arbitrator, also an expert in the field within which the issue in dispute lies, and
15   the third arbitrator so selected shall, within fifteen (15) days thereafter if possible,
16   and if not possible, within a reasonable time thereafter, resolve the dispute, and the
17   decision of such arbitrator in writing, shall be unappealable, final and binding upon
18   each of the parties hereto.

19   B.              If the Parties cannot agree upon or fail to select arbitrators pursuant to
20   this Section 18.1 hereof, or if two arbitrators are selected and they do not select a
21   third arbitrator to hear the dispute, such arbitration shall be conducted, upon the
22   request of the party claiming the dispute, before one (1) arbitrator designated by the
23   American Arbitration Association. The arbitrator designated and acting under this
24   Agreement shall make its decision in strict conformity with such rules and
25   regulations and shall have no power to depart from or change any of the provisions
26   thereof.
1   C.            As part of its decision, the arbitrator shall assess costs and expenses
2   of the arbitration between the Parties.

3   D.            All arbitration shall be conducted in Stamford, Connecticut.

4   E.            Except to the extent otherwise provided herein, any arbitration shall be
5   conducted in accordance with the Commercial or Construction (as applicable)
6   Arbitration Rules promulgated by the American Arbitration Association in effect on
7   the date of such arbitration.

8
1                                     ARTICLE XIX


2                                  Operation and Maintenance


3    Section 19.1.      Maintenance and Operation of Improvements on the Property. The
4    Redeveloper shall, at all times for a period of thirty (30) years after the issuance of a
5    Certificate   of   Completion for an      Improvement, maintain and         keep    such
6    Improvements in good and safe condition and repair and, in so doing, make no
7    distinction in the frequency or quality of repair, replacement, maintenance and
8    operation, alteration or improvements between market rate housing units and
9    affordable housing units, if any.       Further, in the occupancy, maintenance, and
10   operation of such Improvements and of the Property, the Redeveloper shall comply
11   with all laws, ordinances, codes, and regulations applicable thereto.

12   Section 19.2.      Additions or Subtractions to Completed Improvements.          After a
13   Certificate of Completion for any Improvement required by this Agreement to be
14   completed by the Redeveloper has been issued the Redeveloper shall not, for a
15   period of thirty (30) years thereafter, reconstruct, demolish, or subtract therefrom or
16   from any other Improvements on the Property, including but not limited to the public
17   parking and public art, or make any additions thereto or extensions thereof, without
18   the prior written approval of the Agency, which approval shall not be unreasonably
19   withheld; but excluding repair and/or reconstruction following a casualty or
20   destruction of less than twenty percent (20%) of the improvements.. In the event the
21   Redeveloper shall fail to comply with the foregoing requirements, the Agency may,
22   within a reasonable time after discovery thereof by the Agency, direct in writing that
23   the Redeveloper modify, reconstruct or remove such portion of the Improvements as
24   were constructed, demolished, subtracted from or added to or extended without the
25   prior written approval of the Agency.

26   Section 19.3.      Agency’s Right to Cure. If the Redeveloper shall fail to maintain
27   and keep the Improvements as required by Section 19.1, above, or reconstructs,
28   demolishes, or subtracts, adds or extends from the Improvements in violation of
1   Section 19.2 above, and such condition shall not be cured within ninety (90) days
2   following written notice by the Agency so to do, the Agency may, in its sole
3   discretion, cure such condition.   The Redeveloper, upon receiving the Agency’s
4   written invoice for the costs of such cure, shall pay such costs, including interest at
5   ten percent (10%) per annum. Such invoices may be filed as a lien on the Property
6   until the payment thereof.

7
1                                         ARTICLE XX


2                                            Miscellaneous


3    Section 20.1.         Final Contract. This Agreement shall supersede any and all prior
4    understandings between the Parties with respect to the subject matter of this
5    Agreement.

6    Section 20.2.         Notices. All notices, demands, or other communications under this
7    Agreement by any Party to the others shall be in writing and shall be deemed
8    sufficiently given or delivered only if dispatched by registered or certified mail,
9    postage prepaid, return receipt requested, or delivered personally and:

10   A.              In the case of the Redeveloper, addressed to or delivered personally to
11   the Redeveloper at One Landmark Square, 19th Floor, Stamford, Connecticut, with a
12   copy to Shipman & Goodwin, LLP, 300 Atlantic Street, Stamford, Connecticut 06901,
13   Attn: Donald R. Gustafson, Esq.

14   B.              In the case of the Agency, addressed to or delivered personally to the
15   Agency at 888 Washington Boulevard, Stamford, Connecticut, 06904, with a copy to
16   Rachel Goldberg, Esquire, 888 Washington Boulevard, Stamford, Connecticut
17   06904, or at such other address as the Agency shall specify in writing;

18                   (i)      In the case of the City, addressed to or delivered personally to
19                            the Director of Legal Affairs, City of Stamford Law Department
20                            at 888 Washington Boulevard, Stamford, Connecticut, 06904, or
21                            such other address as the City shall specify in writing;

22   C.              In the case of any successor, assignee, transferee, or mortgagee of
23   the Redeveloper, to such party at the last known address furnished to the Agency
24   and to any other party designated by the Redeveloper to such party or parties at its
25   or their last known address furnished to the Agency.
1    Section 20.3.     Merger. None of the provisions of this Agreement are intended to
2    or shall be merged by reason of any Deed or Deeds transferring title to the Property
3    from the City to the Redeveloper or any successor in interest, and any such Deed or
4    Deeds shall not be deemed to affect or impair the provisions and covenants of this
5    Agreement. Unless otherwise specifically provided, all of the terms, covenants, and
6    conditions of this Agreement shall survive delivery of the Deed or Deeds, and no
7    distinction shall be made with respect to such survival because pursuant to the
8    provisions of this Agreement, some such terms, covenants, or conditions are
9    required to be inserted in the Deed or Deeds, or are said to run with the land, or are
10   said to survive delivery of the Deed or Deeds, while others are not.

11   Section 20.4.     Contents and Titles. The table of contents and any titles of the
12   articles and sections of this Agreement are inserted for convenience of reference
13   only and shall be disregarded in construing or interpreting any of its provisions. All
14   references in this Agreement to numbered articles or sections or to lettered exhibits
15   are reference to articles and sections of this Agreement and to exhibits annexed to
16   this Agreement.

17   Section 20.5.     Counterparts.   This Agreement shall be executed in three (3)
18   counterparts, each of which shall be deemed to be an original.

19   Section 20.6.     Successors and Assigns. The provisions of this Agreement shall
20   be binding upon, and shall inure to, the benefit of the parties hereto and their
21   respective successors and assigns.

22   Section 20.7.     Obligations and Rights and Remedies Cumulative.

23   A.              The respective obligations of the City and Agency and the
24   Redeveloper pursuant to this Agreement shall be cumulative, and a reference to any
25   such obligation shall not be construed as a limitation on any other obligations.

26   B.              The respective rights and remedies of the City and Agency and
27   Redeveloper, whether provided by this Agreement or by law, shall be cumulative,
28   and the exercise of any one or more of such rights or remedies shall not preclude
29   the exercise, at the same or different times, of any other such rights or remedies.
1    Section 20.8.    Damages.      Whenever liquidated damages are set forth in this
2    Agreement, it is hereby stipulated by the Parties hereto that the damages to be
3    anticipated as resulting from any such default are uncertain in amount and difficulty
4    of ascertainment, and where an amount is represented by a deposit, it is intended by
5    the Parties as a good faith attempt to liquidate said damages in advance, and that
6    the sum represented by said deposit is the Parties’ best estimate of the damage
7    reasonably to be expected from any such default.

8    Section 20.9.    Governing Laws. This Agreement shall be construed under and
9    governed by the laws of the State of Connecticut.

10   Section 20.10.   Effect of Invalid Provisions. If any provision of this Agreement is
11   held invalid as a result of its conflict with any local charter or code provision, or any
12   State or Federal statute, rule or regulation, the remainder of this Agreement shall not
13   be affected thereby if such remainder would then continue to conform to the
14   requirements of applicable laws and of the Urban Renewal Plan.

15   Section 20.11.   All Agreements Contained in This Instrument.           The terms and
16   conditions of the Agreement, including the exhibits hereto, shall constitute all of the
17   terms and conditions that shall be required by the parties of one another.

18   Section 20.12.   Employment of Certain Persons Prohibited. The Redeveloper shall
19   not, without a prior finding by the Agency that such action is consistent with the
20   public interest, employ in connection with its obligations under this Agreement any
21   person who has participated in the planning or execution of the Project as an
22   employee or agent of the Agency or the City, or permit any such person to directly or
23   indirectly acquire an interest in the Redeveloper or in the Property prior to the
24   completion of the Improvements thereon in accordance with this Agreement and the
25   Urban Renewal Plan.

26   Section 20.13.   Waivers.    Any right or remedy which the City or Agency or the
27   Redeveloper may have under this Agreement, or any of its provisions, may be
28   waived in writing by the City, Agency or by the Redeveloper, as the case may be,
29   without execution of a new or supplementary Agreement, but any such waiver shall
1    not affect any other rights not specifically waived.      Any delay by the Agency in
2    instituting action pursuant to the provisions of Article XII shall not operate as a
3    waiver of such rights or deprive it of or limit such rights in any way (it being the intent
4    of this provision that the Agency should not be constrained to exercise such remedy
5    at a time when it may still hope otherwise to resolve the problems created by the
6    default involved).

7    Section 20.14.    Access for the Physically Handicapped. The Redeveloper agrees
8    to provide facilities for physically handicapped individuals for ingress and egress to
9    and from the Improvements to be constructed by it in the Project Area as required by
10   law.

11   Section 20.15.    Amendments. This Agreement may be amended only by a written
12   document, duly executed by the parties hereto, evidencing the mutual agreement of
13   the parties hereto to such Amendment.

14   Section 20.16.    Interpretation. For purposes of interpretation, this Agreement and
15   any Amendments hereto, together with, where applicable, the Construction
16   Documents, as approved, shall be read as a whole.

17   Section 20.17.    Percent for Art. The Redeveloper shall comply with the Percent for
18   Art program established by the Agency.

19   Section 20.18.    Reasonableness of Approvals. Whenever this Agreement provides
20   for the granting or withholding by one party of approval or consent with respect to
21   the action or inaction of the other party and does not otherwise establish a standard
22   of review (e.g., reasonableness), the party authorized to grant or withhold such
23   approval shall not withhold such approval in an arbitrary or capricious manner.

24   Section 20.19.    Status Confirmation. Upon Redeveloper’s written request, in order
25   to satisfy Redeveloper’s lenders, Agency shall confirm, in writing, within fifteen (15)
26   days of such request, to the best of its knowledge, the status of Redeveloper’s
27   compliance with this Agreement.

28
1    IN WITNESS WHEREOF, the Agency and the City, respectively, have caused this
2    Agreement to be duly executed each in its own behalf by persons thereunto duly
3    authorized, and their respective seals to be hereunto affixed and attested; and the
4    Redeveloper has caused the same to be duly executed in its behalf by persons
5    thereto duly authorized on or as of the day and year first above written.

6    Signed, Sealed and Delivered

7    In the presence of:                    CITY OF STAMFORD, CONNECTICUT
8
9
10   ___________________________            By: _______________________________
11                                                  Dannel P. Malloy, Mayor
12
13   ___________________________
14
15                                          CITY OF STAMFORD, CONNECTICUT
16                                          URBAN REDEVELOPMENT COMMISSION
17

18   ___________________________            By: _______________________________
19                                                    Stephen C. Osman, Chairman
20   ___________________________
21                                          F.D. RICH CO., INCORPORATED
22

23   ___________________________            By: _________________________________
24                                                    Thomas L. Rich, President
25   ___________________________
26
1


2                                               TABLE OF CONTENTS

3                                                                                                                               Page

4    Article I ....................................................................................................................... 3

5    Definitions .................................................................................................................. 3

6    Article II ...................................................................................................................... 7

7    Sale and Purchase Price............................................................................................ 7

8    Article III ..................................................................................................................... 8

9    Conveyance of Property............................................................................................. 8

10   Article IV................................................................................................................... 11

11   Security Deposit ....................................................................................................... 11

12   Article V.................................................................................................................... 12

13   Acquisition of Acquired Property - Condition of the Property ................................... 12

14   Article VI................................................................................................................... 13

15   Rights of Access to Property .................................................................................... 14

16   Article VII.................................................................................................................. 16

17   Plans and Plan Review ............................................................................................ 16

18   Article VIII................................................................................................................. 20

19   Commencement and Completion of the Project ....................................................... 20

20   Article IX................................................................................................................... 24

21   Financing ................................................................................................................. 24

22   Article X.................................................................................................................... 25

23   Certificate of Completion .......................................................................................... 25
1    Article XI................................................................................................................... 27

2    Prohibition Against Assignment and Transfer .......................................................... 27

3    Article XII.................................................................................................................. 34

4    Remedies ................................................................................................................. 34

5    Article XIII................................................................................................................. 44

6    Restrictions Upon Use of Property ........................................................................... 44

7    Article XIV ................................................................................................................ 47

8    Conflict of Interest; No Personal Liability.................................................................. 47

9    Article XV ................................................................................................................. 48

10   Easements ............................................................................................................... 48

11   Article XVI ................................................................................................................ 49

12   Equal Opportunity in Construction Employment ....................................................... 49

13   Article XVII ............................................................................................................... 52

14   Indemnification and Insurance ................................................................................. 52

15   Article XVIII .............................................................................................................. 54

16   Arbitration................................................................................................................. 54

17   Article XIX ................................................................................................................ 56

18   Operation and Maintenance ..................................................................................... 56

19   Article XX ................................................................................................................. 58

20   Miscellaneous .......................................................................................................... 58

21


22

23
1                                   LIST OF EXHIBITS

2


3    Exhibit A   “Improvement Location Map Showing Topographic Conditions On
4                Reuse Parcel 36 Prepared for Urban Redevelopment Commission City
5                of Stamford” prepared by Parsons Bromfield – Redniss & Mead dated
6                September 10, 1993. __.
7    Exhibit B   Disclosure Forms

8    Exhibit C   Urban Renewal Plan

9    Exhibit D   Conceptual Plans

10
1




2




3                                                CONTRACT

4                                                         FOR
5      SALE OF LAND FOR PRIVATE REDEVELOPMENT

6                                         REUSE PARCEL 36

7                          F.D. RICH CO., INCORPORATED

8


9


10


11


12


13


14


15

16                                                                     June 5, 2006




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