HomeMy WebLinkAboutPurchase and Sales Agreement signed final 12-19-25PURCHASE AND SALE AGREEMENT
FOR THE SALE OF MUNICIPAL PROPERTY
THIS PURCHASE AND SALE AGREEMENT F'OR THE SALB OF MUNICIPAL
PROPERTY (this "Agreement') is rnade and entered into as of the \ €[ day of December, 2025 (lhe
"Effective Date"), by and between THE TOWN OF MONTVILLE, a duly organized and existing
rnunicipality uncler the laws of the State of Connecticut, with its office at 310 Route 32, Montville,
Connecticut, (the "Seller" or the "Town"), and GREYSHORE PROPERTIES MONTVILLE' LLC, a
Connecticut lirnited liability company, having an addrcss at 3l Water Street. Mystic, Connecticut (the
"Purchaser"),
WITNBSSBTH:
WHEREAS, the Town has offered to sell, and the Purchaser is willing to purchase certain real
property located at 8, I 4, 20 and22 Bridge Street, Montville, Connecticut, as more particularly described in
SchlAute A attached hereto and made a part hereof (together, the "Real Property"); and
WHEREAS. the Town desires to sell such Real Property to the Purchaser, and Purchaser desires
to purchase the Real Property and the remaining Property (as defined below) from the Town; all in the
manner and upon and subject to the tenns and conditions set forth in this Agreement.
NOW, THEREFOR}), in consideration oftheforegoirrgpremises and other good and valuable
consideration, by the Purchaser to the Town, the receipt and sufficiency of which are hereby
acknowledged, and in further consideration of the terms and conditions hcreinafter contained, the parties
do hereby agree as follows:
1. Agreement to Purchase the Prope4v. The Seller agfees to sell and convey to the Purchaser,
ancl the Purchaseragrees to purchase andaccepttitle fiorn the Seller, all inthe lnanneranduponand subject
to the terms and conditions set forth in this Agreement, the following properfy:
(a) the Real Properly;
(b) all easements, rights-of-way, privileges and appurtenances, and rights to the samq
belongingto and inuring to the benefit of the Real Properly and necesary or required for the development
and construction of the Project (as suchterm is definedbelow) (rvith the iterns included in this subsection
(b) sornetimes hereinafter collectively referred to as the "Appurtenant Rights"); and
(c) all items normally considered fixtures (if any) acquired and owned by the Seller of every
kind, nahrre and description whatsoever, now or hereafter located on or at the Real Property, or any part
thereof, and used or usable in connection therewith, or any part thereof (the "Fixtures" and together wi$r
the Real Property and fhe Appurtenant Rights sometimes refered to as the "Ploperty).
2. Purchase Price. The purchase price for the acquisition of the Property by the Purchaser
(rhe "Purchase Price') shatlbe FiftyThousand and 00/100 Dollars ($50,000.00). The Purchase Price is
payable upon Purchaser's execution of this Agreemeut and will be non-refundable to the Purchaser,
except as otherwise provided for herein in Section 6.
In addition. and without any credit toward or reduction in the Purchase Price, the Purchaser will
pay all canying costs incurred by the Town from the Effective Date until the Closing Date (as defined
below) or upon the Purchaser's tennfuration of this Agteement, whichever is the sooner to occur. The
Seller will provide to the Purchaserwritten documentation regarding said carying costs, which will be
verified and approved by Purchaser in its reasonable discretion and paid within fifteen (15) days of the
Purchaser’s receipt of such written documentation. As used herein the term “carrying costs” shall include
but not be limited to the following:
i, Taxes and special assessments;
i. Insurance;
iil. Utilities;
iv. Governmental orders or requirements including but not limited to those arising under
environmental, housing, fire, safety and building codes.
3. Title and Deed. The Seller shall convey all its right, title and interest in the Property by QUITCLAIM deed as provided in Schedule B, The acceptance of such deed by the Purchaser shall
constitute a conclusive determination of satisfaction and termination of the obligations of the Town under
this Section 3.
In addition to all other conditions, covenants and restrictions set forth or referred to elsewhere in
this Agreement, such conveyance and title shall be subject to:
1 The provisions of any municipal ordinance or regulation, public or private law, including
the planning, zoning, inland wetlands and water courses regulations of the Town of
Montville.
ik. That portion of taxes of the Town of Montville and assessments, if any, including public
improvement assessments, and/or any unpaid installments thereof which taxes,
assessments and/or installments become due and payable after the date of the delivery of
the deed, which the Purchaser will assume and agree to pay as part of the consideration for
the deed. All prorationsshall be based upon the most recent availabletax rates, assessments
and valuations but shall be subject to adjustment post-closing, as necessary.
iil. Any statement of facts that an accurate survey of the Property might disclose.
iv. Any physical encroachments.
Vv. Easements, covenants, declarations, agreements and restrictions of record as may appear
and as may be physically present.
vi A reserved easement in favor of the Town, |5-feet wide and situated along the southwest
boundary of the Property, for construction and maintenance of, and public access and
egress to and from, a multiuse public recreation trail.
THE PURCHASER SPECIFICALLY ACKNOWLEDGES THAT TOWN IS SELLING AND THE
PURCHASER IS PURCHASING THE PROPERTY ON AN “AS IS WITH ALL FAULTS" BASIS
AND THAT PURCHASER IS NOT RELYING ON ANY REPRESENTATIONS OR WARRANTIES
OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM THE TOWN, ITS AGENTS,
OFFICIALS, EMPLOYEES OR BROKERS AS TO ANY MATTERS CONCERNING THE
PROPERTY, INCLUDING WITHOUT LIMITATION: (i) the quality, nature, adequacy and physical
condition of the Property, including, but not limited to, the appurtenances, access, landscaping, and parking
facilities, (ii) the quality, nature adequacy, and physical condition of soils, geology and any groundwater, (iil) the existence, quality, nature, adequacy and physical condition of utilities serving the Property, (iv) the
development potential of the Property, and the Property's use, habitability, merchantability, or fitness,
suitability, value or adequacy of the Property for any particular purpose, (v) the zoning or other legal status of
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the Property or any other public or private restrictions on use of the Property, (vi) the compliance of the
Property or its compliance with any applicable codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of any governmental or quasi-governmental entity or of any other person or entity,
(vii) the presence or removal of hazardous or toxic materials, substances or wastes (collectively, "Hazardous
Materials") on, under or about the Property or the adjoining orneighboring property; (viii) the quality of any
labor and materials used in any improvements on the Property, (ix) leases, service contracts, or other contracts
affecting the Property, if any, (x) the boundaries of Property, (xi) title, and (xii) the economic expectations of
the Property. This Section specifically survives the conveyance of title to the Property from the Town to the Purchaser.
4. {Intentionally Omitted}.
5, Date and Place of the Closing. The closing (“Closing”) shall occur no later December
31, 2027 (the “Closing Date”) at the Purchaser’s offices or by escrow with the Purchaser’s title company
with the delivery of all Documents (as defined below), and any other deliverables required hereunder
delivered orsent to said title company for release and distribution as to be agreed to by the parties (and
subject to any third party requirements including those of any funders or lenders of the Purchaser relating
to the Project).
6. Inspection of the Property/Financing/Conditions Precedent to Closing. Commencing on
the Effective Date and continuing for one hundred eighty (180) days thereafter (the “Due Diligence
Period”), the Seller acknowledges that Purchaser may conduct various inspections, tests (including but
not limited to environmental tests and flood zone analysis and the ability, if determined necessary by the
Purchaser, to redraw the flood map for the Property), title searches, searches at the Secretary of State’s
office and surveys of the Property as part of its due diligence to determine in its sole satisfaction and discretion that the Property is suitable for the use of the Property and development of the Project as
intended by the Purchaser. Seller also agrees that Purchaser may access the Property at all times as and
when necessary to conduct or have performed by third parties its due diligence activities. Seller shall
deliver to Purchaser within thirty (30) days of the date hereof copies of any documents it has in its
possession reasonably relating to the Property such as environmental site assessments and existing
surveys. Seller shall not be required to provide land records maintained by the town clerk or the assessor,
nor conduct title searches. Purchaserhereby agrees to indemnify Seller and hold Seller harmless from
any loss, claim, damage, or expense claimed against Seller with regard to or resulting from the actions of Purchaser or its agents or contractors in performing these activities and as further provided in Section 11
below.
Purchaser and all of Purchaser’s contractors and agents shall pay for and obtain general liability,
property damage, and workers’ compensation insurance with ordinary commercial coverage limits,
underwritten by insurance companies having the highest rating in Connecticut, and cach such policy shall
provide for coverage in ordinary commercial limits as reasonably determined by shall Seller and shall name the Seller as an additional insured. Before entering the Property Purchaser shall provide Seller with
written proof of such insurance.
Town and Purchaser hereby cach acknowledge that Purchaser’s intended development of the
Property is mixed use containing no fewer than fifty-two (52) residential housing units divided
approximately sixty percent (60%) one-bedroom units and forty percent (40%) two-bedroom units (the "Project"), and that, to establish the Project, the same may require municipal approvals and permits,
including, but not limited to, special permits, site plan approval and a zoning map or regulation amendment, ("Approvals"). Town hereby grants to the Purchaser the authority to contact any necessary
governmental agencies to commence a review of the Purchaser’s development plans and the feasibility of
obtaining said governmental approvals and permits. Any expense for said Approvals shall be borne
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solely by the Purchaser. The Purchaser shall diligently pursue obtaining the Approvals for the Project, from and after the date hereof.
Purchaser's obligation to purchase the Property under this Agreement is contingent upon the
Purchaser’s obtaining all Approvals to use the Property for the Project. All approvals and permits shall be
in such form, and with such conditions, as the Purchaser may accept in his sole discretion. Should the
Purchaser be unable to obtain all said Approvals on or before August 30, 2026, then this contract shall
terminate and the Purchaser shall be entitled to the return of the Purchase Price, and all parties shall be
released from their obligations under this Agreement. Should one or more of the Approvals be the subject
of an appeal to the Connecticut Superior Court, so long as the Purchaser defends said appeal(s) the parties
agree to extend the date for Closing until a date within thirty (30) days after a final determination or
settlement of said appeal. The Purchaser shall bear the cost of defending said appeal.
No later than thirty (30) days prior to the expiration of the Due Diligence Period, the Purchaser
may, upon written notice to Seller, terminate this Agreement for any or no reason based on the above due
diligence, whereupon neither party shall have any further liability or obligations to the other party, except
as may be expressly provided for herein, and whereupon the Purchase Price shall be returned to the
Purchaser within ten (10) days of the Town’s having been notified by the Purchaser of its election to have terminated this Agreement.
In addition, Purchaser’s purchase of the Property and the Closing is contingent on Purchaser’s
obtaining mortgage financing in an amount(s) and on terms acceptable to the Purchaser, as well as
receiving a tax credit allocation under the low-income housing program and State and Federal historic tax
credit programs administered by the Connecticut Housing Finance Authority and the State Historic
Preservation Office. Purchaser hereby agrees to use all reasonable efforts to procure the financing and tax
credit allocation and satisfy all conditions precedent to Closing. Purchaser agrees to keep Seller informed
in writing of the status of all efforts to obtain such financing and allocation of tax credits.
No later than thirty (30) days prior to the Closing Date, the Purchaser may, upon written notice to
Seller, terminate this Agreement should Purchaser be unable to secure such financing and tax credit
allocations, on terms and conditions wholly acceptable to the Purchaser, whereupon neither party shail
have any further liability or obligations to the other party, except as may be expressly provided for herein.
In addition, Purchaser’s purchase of the Property and the Closing is contingent on the registration
of the Property on the Historic Registrar with the National Park Service of the United States Department
of the Interior (the “NPS Designation”). No later than thirty (30) days prior to the Closing Date, the
Purchaser may, upon written notice to Seller, terminate this Agreement should Purchaser be unable to
secure the NPS Designation, on terms and conditions wholly acceptable to the Purchaser, whereupon
neither party shall have any further liability or obligations to the other party, except as may be expressly
provided for herein.
In addition to the Project financing and tax credit allocations to be sought by the Purchaser, the
Town and the Purchaser hereby acknowledge that before and after the Closing Date the Purchaser may
desire to seek financial assistance development grants, including federal and state brownfield grants, to aid
Purchaser in its development of the Property, the availability of which grants may depend upon the Town
agreeing to act as a pass-through intermediary, or to serve in a similar manner. To this end, the Purchaser
may from time-to-time during the term of this Agreement and for a five-year period following the Closing
Date request that the Town assist it in applying for and managing the said grants. Upon receiving sucha request, the Town may decide, through its Mayor and in its absolute discretion, to provide pertinent
assistance. All such assistance shall be at no cost or expense to the Town but shall be at Purchaser’s sole
cost and expense.
7. Conveyance Taxes: The Seller shall pay any (if any) Connecticut real estate conveyance
taxes levied on the conveyance contemplated hereby.
8. Closing Documents: At the Closing, Seller shall execute and/or deliver such reasonable
and typical documentation as may be necessary to complete the purchase and sale of the Property,
including, but not limited to, the following (collectively, the “Documents”):
(A) QUITCLAIM deed conveying to the Purchaser good, indefeasible and insurable title to
the Property (the “Deed”).
(B) Seller's affidavits as are customary to permit the Purchaser to secure an owner's and
mortgagee's title insurance policy without exception for mechanics liens, rights of parties in possession
and such state of facts as an accurate survey might disclose.
(C) Checks to the order of the appropriate governmental authorities in amounts sufficient to
pay the real estate conveyance taxes payable upon the recording of the Deed.
(D) An affidavit of the Seller swearing that the Selleris not a "foreign person" as defined in
Section 1445(B)(2) of the Internal Revenue Code of 1986, as amended.
(E) Resolutions and other evidence of authority, as may be reasonably requested by the
Purchaser, for the Town to consummate the Closing and deliver the Documents.
(F) A closing/settlement statement and copies of all checks that are to be either remitted by Seller or on its behalf, including any loan payoff checks and payoff statements.
(G) Such other and further documents as may reasonably be required by the Purchaser or its
title company to affect the transactions contemplated by this Agreement.
9, Possession. The Seller shall deliver to the Purchaser full possession of the Property at the
Closing and shall take all steps requisite to put the Purchaser in actual possession and control of the
Property, subject to no parties in possession of the Property as of Closing.
10. Default and Remedies.
(a) InGeneral. Except as otherwise provided in this Agreement, in the event of any default in
or breach of the Agreement, or any of its terms or conditions, by either party hereto, or any successor to
such party, such party (or successor) shall, upon written notice from the other, proceed to cure or remedy
such default or breach as soonas possible, and, in any event, within thirty (30) days after receipt of such notice, except in the event that such default or breach cannot reasonably be cured or remedied within thirty
(30) days, in which case such default or breach shall be cured or remedied as soon as reasonably feasible,
or as agreed upon in writing by the parties hereto. In case such action is not taken or not diligently pursued,
or the default or breach shall not be cured or remedied withina commercially reasonable time, the aggrieved
party may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy
such default or breach, including, but not limited to, proceedings to compel specific performance by the
party in default or breach of its obligations.
(b) Liens. If the Purchaser (or successor in interest) shall place on the Property any
encumbrance or lien unauthorized by this Agreement or the Town, or shall suffer any levy or attachment to
be made, orany materialmen’s or mechanic’s lien, orany other unauthorized encumbranceor lien, and such
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encumbrance or lien shall nothave been removed or discharged, or provision satisfactory to the Town made
for such removal or discharge, within ninety (90) days after written demandby the Townso to do, the Town
may institute such proceedings as may be necessary or desirable in its opinion to cure and remedy such
default or breach. Any and all costs associated with such proceedings, including reasonable attorney fees,
shall be paid by the Purchaser upon demand by the Town.
11, Environmental compliance; Indemnity.
In addition to the conditions of sale herein provided, the Purchaser acknowledges and agrees that
the Property is an abandoned historic mill building and is environmentally impaired. Purchaser
acknowledges and agrees that the Town has fully disclosed all its environmental reports and studies to
Purchaser, including reports performed by HRP Associates dating back more than a decade, and that
Purchaser has had sufficient time to review those with legal counsel and engineering consultants. Purchaser
further acknowledges and agrees that the Town already has taken, at great expense, substantial measures to
remediate the Property by, inter alia, establishing a water monitoring regime and installing an engineered
cap, but that the Property has not achieved Final or Interim Verification and that further measures may or
must be taken, such as ground water monitoring and the submission and approval of an Environmental
Land Use Restriction. Purchaser acknowledges and agrees that it will assume sole responsibility, liability, cost and expense, for such continued compliance and work, and fully releases and discharges the Town
from any and all liability arising therefrom, past, present and future. To this end, Purchaser shall, at
Purchaser's own expense, comply with the Resource Conservation and Recovery Act ("RCRA"), 42 U.S.C.
Section 9601 et. seq., the Hazardous Materials Transportation Act, as amended, 49 U.S.C. Section 1802 et
seq., the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et. seq., Title 22a of the
Connecticut General Statutes, as amended, and any regulations now or hereafter promulgated puzsuant
thereto, The Clean Water Act, 33 U.S.C. Section 1342 et. seq., the Atomic Energy Act of 1954, 42 U.S.C. Section 2014, the Hazardous and Solid Waste Amendments to 1984, Public Law No. 98 616. and any
hereinafter enacted environmental cleanup responsibility laws affecting Purchaser's operation at the
Property ("Cleanup Laws"). Purchaser shall, at Purchaser 's own expense, make all submissions to, provide
all information to, and comply with all requirements of the appropriate governmental authority
(“Authority”), make all submissions and take all steps required by the Authority under the Cleanup Laws
or any other environmental law.
Without limitation, the Purchaser shall, (1) as of the Closing Date and thereafter and/or (11) should the Purchaser violate any Cleanup Laws or Additional Environmental Laws (as defined below) in the
performance of any remedial work (also as defined below) or otherwise during the Due Diligence Period,
defend, indemnify and hold harmless the Town from and against any and all habilities, losses, damages,
costs, expenses, (including, without limitation, attorneys fees andexpenses), causes of action, suits, claims,
demands or judgments of any nature arising out of or in connection with (i) the presence of any solid or
hazardous waste material or other waste like or toxic substances on or in the Property or any other property
of Purchaser; (ii) any failure by Purchaser to comply with the terms of any order issued by, or requirement
of, the Connecticut Department of Energy and Environmental Protection, or any other federal, state or
municipal department or agency having regulatory authority over environmental matters, with regard to the
Property or any other property owned by Purchaser; and (ili) any liens or claims of any federal, state or
municipal government or quasi-governmental agency or any third person pertaining to solid or hazardous
waste material, whether arising under the Cleanup Laws or any other federal, state or municipal law or
regulation, or tort, contract or common law. As used herein the term “waste material" shall mean any "solid
waste," "hazardous waste" or “hazardous substance" as such terms are defined by the RCRA, as amended,
42 U.S.C. Section 6401 et. seq., CERCLA, as amended, 42 U.S.C. Section 9601 et. seq., the Hazardous
Materials Transportation Act, as amended, 49 U.S.C. Section 1802 et. seq., the Toxic Substances Control
Act, as amended, 15 U.S.C. Section 2601 et. seq., Title 22a of the Connecticut General Statutes, as
amended, and any regulations now or hereafter promulgated pursuant thereto; any mixture of sewage or
other waste material that passes through a sewer system to a treatment facility; any industrial waste water
discharges subject to the regulation under Section 402 of the Clean Water Act, 33 U.S.C. Section 1342 et.
seq.; any source, spent nuclear or by product material as defined by the Atomic Energy Act of 1954, 42
U.S.C. Section 2014; domestic sewage; and all waste materials and storage devices regulated by the
Hazardous and Solid Waste Amendments of 1984, Public Law No. 98 616 (together, “Additional
Environmental Laws’).
Without limiting the generality of the foregoing, the indemnification set forth herein shall
specifically cover costs, including capital, operating and maintenance costs, incurred in connection with
any investigation or monitoring of site conditions or any cleanup, remedial, removal or restoration work required or performed by federal, state or local governmental agency or political subdivision or performed
by any non-governmental entity or person because of the presence, suspected presence, release or suspected
release of a hazardous substance in the air, soil, surface water, or groundwater at the Property (hereinafter
the "remedial work"). The performance of remedial work will be by the Purchaser, in the name of the
Purchaser. The Purchaser will obtain all necessary licenses, manifests, permits and approvals to perform
such work. All remedial work, and the disposal of all waste generated by the remedial work will be
performed in accordance with all applicable laws.
Purchaser's obligations and liabilities under this paragraph shall survive closing of title and
continue so long as the Town remains legally responsible as a former owner for any releases, migration,
spills or discharges of hazardous substances or wastes at the Property that occur or have occurred. The
parties will record a certificate of this release and indemnity agreement, setting out the terms hereof, in
form approved by the Town, upon the land records and it shall run with the land and be binding upon the
Purchaser’s successors and assigns in perpetuity.
12, Maintenance and Use of Property. So long as this Agreement is in full force and effect
and at alf times prior to Closing:
(A) _ The Seller shall furnish the Purchaser with such information conceming the operation and
maintenance of the Property as the Purchaser may reasonably request.
(B) The Seller will do nothing to change the legal status, boundaries, permitted uses and the
like for the Property, or to cause any new easements, restrictions or covenants to be imposed upon the
Property, except as may occur or be required by any land use approval or condition of approval. .
(C) The Seller shall not enter into any leases or similar arrangements of occupancy or use for
all or any portion of the Property without first obtaining the prior written consent of the Purchaser, which
consent may be withheld in Purchaser’s sole and absolute discretion.
(D) The Seller shall perform all obligations required to be performed by the Seller under any contracts or third-party agreements affecting the Property.
Notwithstanding anything herein to the contrary, Seller shall have no obligation during the term
of this Agreement to conduct, or expend resources or money on, any repair or maintenance to the roofs,
walls, grounds or structure of the buildings, to control vectors, nor to conduct environmental investigation
or remediation
13. The Seller's Representations and Warranties. The Seller represents and warrants to the
Purchaser as follows:
(a) There is no service, maintenance or similar contracts or agreements affecting the Property,
except as disclosed pursuant to and as required under this Agreement.
(b) The execution and delivery of this Agreement and the performance by the Seller of all
transactions contemplated by this Agreement to be performed by the Seller (including the execution and delivery of all documents required by this Agreement to be executed and delivered by the Seller):
@) Will not breach any contractual covenants or restrictions between the Seller
and any third party or affecting the Property nor create or cause to be created any
mortgage, lien, encumbrance or charge on the Property other than those permitted by
this Agreement; and
(ii) Are not threatened with invalidity or unenforceability by any action, proceeding or investigation pending or threatened by or against the Seller or the
Property.
(c) Except otherwise provided in this Agreement, Seller has procured (and will procure for Lot
20) all requisite consents and approvals to enter into this Agreement; carry out and fulfill the transactions
herein contemplated; and perform all obligations required hereunder.
(d) The Seller has received no notice of any condemnation or eminent domain proceedings or
negotiations for any other purchaser of the Property in lieu of condemnation and, to the best of the Seller's
knowledge, no condemnation or eminent domain proceedings or negotiations have been commenced or
threatened in connection with the Property or any portion of it.
No Seller representation or warranty shall survive closing.
14... Conditions to Closing, The Purchaser's obligations to close hereunder are conditioned
upon the following, in addition to those set forth in Section 6 above:
(a) Delivery at the Closing of the Documents.
(b) No parties occupy or possess the right to occupy any part or portion of the Property in
whatever capacity.
{c) All conditions precedent set forth in this Agreement have been satisfied and met, including,
without limitation, the conditions and set forth in Section 6.
In addition, the obligations of the Town under this Agreement are expressly contingent upon
approval of this Agreement and the sale of the Property by the appropriate Legislative bodies of the
Town of Montville, which may include the Planning and Zoning Commission, Town Council, and by
such administrative agencies and bodies as are required by law, custom, town ordinance or procedure; the Town makes no representations or warranties whatsoever concerning the actions of
these legislative bodies nor of any of its administrative agencies and bodies.
15. Notices and Demands. A notice, demand or other communication under this Agreement
by either party to the other shall be sufficiently given or delivered if itis dispatched by registered or certified
mail, postage prepaid, return receipt requested, or delivered personally and,
(a) In the case of the Purchaser, is addressed to or delivered personally at:
Greyshore Properties Montville, LLC
c/o Greython Construction LLC
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(b)
31 Water St.
Mystic Connecticut, 06355
with a copy to:
James M. Scaramozza, Esq.
Hoopes Morganthaler Rausch & Scaramozza LLC
185 Asylum Street
CityPlace II
Hartford, Connecticut 06109
In the case of the Town, is addressed to or delivered at:
Town of Montville
Mayor
310 Route 32
Montville, CT 06382
with a copy to:
Richard 8. Cody Suisman, Shapiro
2 Union Plaza
New London, CT 06320
or such other address with respect to either such party as that party may, from time to time, be designated
in writing and forward to the other as provided in this section.
16. Governing Law: Irrespective of the place of execution or performance, this Agreement shall
be governed by and construed in accordance with the internal laws of the State of Connecticut This
Agreement shall be construed without regard to any rule regarding that ambiguities will be resolved against
the party by or for whom it was drafted.
17. . Successors: This Agreement shall be a binding obligation upon and inure to the benefit
of the respective parties, their legal representatives, heirs, successors and assigns.
18. Headings: All ofthe headings of the Sections of this Agreement have been inserted for
convenience only and are not to be considered part of this Agreement and shall in no way affect the
interpretation of any of the provisions of this Agreement.
19. Severability: If any provision of this Agreement shall be held or deemed to be or shall, in
fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions
herein contained or render the same invalid, inoperative, or unenforceable to any extent whatever.
20. Assessments. Any assessment or lien imposed against the Property for any street,
sidewalk or other similar improvements completed prior to the Closing Date or any water or sewer use
charges shall be the obligation of Seller, and Seller shall pay such assessment or charges in full prior to the Closing Date, or, at Purchaser’s option, Purchaser may assume and agree to pay such assessments or
charges and receive a credit against the Purchase Price for the amount(s) so assumed.
21. Casualty and Condemnation. Seller assumes any and all risk of loss regarding the
Property prior to Closing and any casualty relating to the Property and prior to Closing shall not modify
this Agreement, except as to any adjustments agreed to by the parties. If, prior to or on the Closing Date,
all or any portion of the Property is taken by eminent domain, then Purchaser shall have the option, exercisable by notice given to Seller within thirty (30) days after notice is received by Purchaser of the
occurrence of such taking, either to proceed with the Closing, or to cancel this Agreement.
If, Purchaser shall, within such thirty (30) day period, elect to keep this transaction, then the
actual amount of the condemnation award which is collected by Seller shall be paid over to Purchaser, or
if uncollected prior to the Closing Date, shall be assigned to Purchaser by assignment in form reasonably
satisfactory to Purchaser. Seller and Purchaser shall be joint participants in any loss settlement with the
condemning authority.
22 Broker. Seller and Purchaser represent to each other that they have dealt with no real
estate salesman, broker, finder or agent in connection with the sale of the Property. Seller and Purchaser
agree to indemnify, defend and hold each other harmless (including reasonable attorneys’ fees) with
respect to any claim for a commission by any other party by virtue of dealings had by any such party with
the indemnifying party. Seller will pay all broker’s fees and commissions.
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23. Effect. This Agreement contains the entire agreement by and between the parties hereto
concerning this transaction, and supersedes any and all previous agreements, written or oral, between said
parties and concerning this transaction.
24. Modification. There may be no modification of this Agreement except in writing and
signed by the parties hereto.
25. Assignment. This Agreement may not be assigned by the Purchaser without the prior
written consent of the Town, which consent shall not be unreasonably withheld, conditioned or delayed,
except that Purchaser shall have the right to assign this Agreement and the rights and obligations of
Purchaser hereunder, without the prior written consent of the Town, to any corporation, partnership, limited
partnership or limited liability company controlled by, controlling or under common control with the
Purchaser, provided that said assignee proves to the complete satisfaction of the Town that it is financially
capable of paying for any obligations of the Purchaser as indicated herein.
26. Entirety. The parties acknowledge and agree that this Agreement merges and supersedes all
prior negotiations, representations, and agreements between the parties hereto relating to the subject matter
hereof and constitutes the entire agreement between the parties hereto in respect thereof. This Agreement
shall not be amended except in writing signed by each of the parties hereto.
27. Jurisdiction. The parties further agree to be contractually bound to submit themselves to the
personal jurisdiction of the Courts of Connecticut, the venue for any court proceedings shall be in the judicial
district of New London, at New London, Connecticut.
28. Waiver. The failure of any party to insist in any one or more instances upon performance of
any of the terms or conditions of this Agreement shall not be construed as a waiver or relinquishment of any
right granted hereunder or of the future performance of any such term, covenant or condition; but the
obligations of the parties with respect thereto shall continue in full force and effect.
29. Commercial Transaction. The Purchaser agrees that this is a “commercial transaction”, as
defined by Section 52-278a of the Connecticut General Statutes and is not a consumer transaction.
30. Waiver of Jury. THE PURCHASER AND THE TOWN HEREBY WAIVE ANY
RIGHT TO TRIAL BY JURY IN ANY ACTION ON ANY MATTERS WHATSOEVER ARISING
OUT OF ORIN ANY WAY CONNECTED WITH THIS AGREEMENT FOR THE SALE OF THE
PROPERTY AND/OR ANY CLAIM OF INJURY OR DAMAGE.
31. Counterpart Execution/Electronic or Facsimile Signature Pages. This Agreement may be
executed in counterparts, but when taken together will constitute but one and the same Agreement.
Additionally, electronic (including Docusign), .pdf or facsimile signature pages shall constitute
acceptance of this Agreement and the terms and conditions herein contained.
[NO FURTHER TEXT ON THIS PAGE]
[Signature page to Purchase and Sale Agreement] IN WITNESS WHEREOF, the patties have hereunto set their hands as of the day and year above written. SELLER: TOWN OF MONTVILLE By: < ) a 7 Nameértéonard G. Bunnell, Sr: S$: Mayor PURCHASER: GREYSHORE PROPERTIES MONTVILLE, LLC By: 2 Property Management, LLC Its Managing Member 4 a By: aa Kyte Klewin, its Sole Member ee Tn
SCHEDULE A
8 BRIDGE STREET ce) Third Tract: Beginning at a point on the southerly line of a highway leading from th Paimertown Road, so-called, westerly past the brick stock house of the Palmer Brothers Company at its intersection with the face of a stone retaining wall on the westerly | side of the Oxoboxo Brook, so-called, and running thence westerly along the southerly line of said highway about thirty-six and five-tenths (36.5) feet; thence southerly eighty and thirty-five hundredths (80.35) feet passing through a point in range with the northerly side of the stone building standing on these conveyed premises thirtee! and eighty-eight hundredths (13.88) feet westerly from'the northwesterly corner ther of and also passing through a point in range with thé southerly side of said buildin, and fifteen and fifty-two hundredths (15,52) feet westerly from the southwesterly co; ner thereof; thence easterly about sixty and five-tenths (60,5) feet to the face of said retaining wall passing through a point in range with the westerly side of said building and two and four hundredths (2,04) feet southerly from the southwesterly
corner thereof and also passing through a point in range with the easterly side of the main part of said stone building and one and eighty-three hundredths (1.83) feet southerly from the southeasterly corner thereof, the last two lines abutting westerl.
and southerly on land of the Palmer Brothers Company; thence northerly along the face
of said rataining wall about thirty-five and five-tenths (35.5) feet’ to an angle in
said wall; thence northwesterly along the face of said retaining wall and the line of said face produced about twenty-five (25) feet to a drill hole in a rock; thence northerly about twenty-nine (29) feet to the face of said retaining wall and along the line of said face to the point of beginning. Together with the pumphng equipment and appurtenances thereto on this property and
all water mains leading. from this conveyed tract and hydrants connected therewith
extending over land of this Grantor and land of others and in the public highways,
put subject, however, to a right of the Palmer Brothers Company, its successors and
assigns, to use and maintain the sprinkler system connections with said.mains .leadin
into the said mill buildings and storehouse on remaining land of the said Palmer Bro
thers Company. : , 3-043 US
SCHEDULE A
8 BRIDGE STREET
FIRST PIECE: 14 BRIDGE STREET
J peesnning at a point on the southerly line of Bridge Street, hich
Stroot to the polnt of beginning,
“SEGOND PITCH: 1.01% nye
‘FASIERLY = by land now or fornerly of the Town of Montville, 80.36 feet:
point is 2 feet westerly from the range of the westorly face of the ‘prick pllooters on tho upper bart of tho vesterly side of 4 brick stock hovsc; thonco running southerly QOlong a line, 2 fSeot wasterly Lrom and pornllel to the westerly side of said brick pilasters, fiong land now or Sormarly of the. Town of Koutville, 333 foot more or less; theneo southeasterly, still along said Town of Montville, O1.h Teet, mora or lesa; thence southerly, still Dlong said Town of Montville, 137 rect, move or lesa; thance ecasterly, still alonr said Town of Montville, 129 foot; thenca northerly, 100 fect to a point Al feat from the sovthnanst~ erly cornar of aaid brick atock hovno and nlao 115.2 Soot From the . pouthwesterly corner of said brick Stock house; thenco continuing in - a northorily diroction, 132.2 feat, moro or less,,to 9 point 56,2 foot’: from the southenant corner of said brick stock hose ond 17.2 fent anst- erly from the casterly fnco of anid brick piinaters of said building, measured on a- line at right angles to said building; thenes continuing in a northerly dlroction, 163.5 fect, more op less, to a point in ronpo or-a northorly sido of the Stone.mill standing on lone now or formerly of Harry A,. Abramson and 22.6 feot southwesterly from the horthvesterly corner thereof; thonce continuing in a northerly direction, 129 fect, more or less, to the southerly line of Bridge Stroct, passing through “O point in range with the northerly side of said brick stock house and 15.5 feet easblerly from tho northeasterly corner thercof; thenca running Weaterly 82.2 feot, morn or less, along said southerly line of Bridge
+
Saco orga ei GECE PNT an oui in cose ty Shan
o” “Beginning at a point in the easterly line of said First Parcol,- 76.S fect southerly from tha southerly line of Bridge Strect, mensurad Hlong anid casterly line of snid First Parcel; thenee running southerly along snid Flrot Parcol, 52.5 fect, more or less} thence continuing southerly. “longs, said First -Parcal, 163.5 fect, more cr leas: thenee continuing southorly, still alone said First Parcel, 132.2 fect, nore or less: ‘thence continuing southerly, still alone soie First Parcel, 100 feet, more or loas; thenee running easterly alone lands now or formerly of | the Town of Montville and Annie Zatzowltz, vartiy olonr eoch, in all, 33 feet, more or leas; thence rtnnine northerly Glonr land now op . formerly of “arry A, Abramson, 349.k feet, more, or less, fo'a north- . Woatorly corner of the main port of the stone hulld!ng located on land nov or formerly of said Narry.dk. Abramson: thence continuing northerly, still along Tand nov or formerly of anid ilérry A, Asramgon, 92.6 ‘Sect; thence running westerly along, lend now or fornerly of said Town of Montytlle, 23 feat to the point of besinning,.
THIRD PIECE: " °. =
ie ae
Situated in tho Town ef Montville, County of New London ond State of Connecticut, on the southerly side of Eridgve Street, and more particul-= arly bounded and described as follows, to wits .
NORTHERLY - by Bridge Street, 25.1 feot:
SOUTHERLY - by land now or formerly of Tho Warvhouse Point Company, 23¢ , “. ° Laety and ; . :
- 4 . .
WESTERLY ~- by land now ait formerly of-said Tho Warchovae Point = Company, 76.5 feet. —_.. ee, - w. *
The above doscribed premises ore subfsect to rights, richts of wey and pole line oAsements as of -record docs appear;
FIRST PIECE: 14 BRIDGE STREET
It
nec€ssaryl ro\Y exlstlng ofThe abovo:ract 1s afso conveyed sub;eit to any plpe l-lne rights r
thers Comnanv-
Eogeiher'withlng the water
Granto:r and'theBrothers Conpany
PaLmer Brottr
may be necesGrantor novr has.
the rvater tank on thls conveyed. trac LnalnsJ.eadlng f::on sald tank to the.naintaln sald rrater nalnspresont locations and the rlght to snter land of saidupontlnesaid +rator rnal,irs f::om to .tlme asrights ovsr. land of others that thts
rleht toat thelr
t and appurtenances ther.eto incmll"1 bullclln6s and hydrants of'oter other Land.qf tlie Pa]nei
ers Company to repa{n of ropl-acesary; togethen rvith any pLpe L1ne
22 BRIDGE STREET
All that tract or parcel of land with the buildings thereon standing located in the Village of Palmertown, in the Town of Montville, bounded and described as. follows:
Beginning at a point 20 feet westerly from the westerly face of the brick pilasters on the upper part of the brick stock house of the Palmer Brothers Company and 50.3 feet northerly from the range of the northerly side of the house standing on these conveyed premises measured along a line 20 feet westerly from and parallel to the westerly face of said brick pilasters about 138 feet to the center line of the railroad tracks of the Central Vermont Railroad Company,’ abutting northerly on land formerly of F.W. Mercer; thence southeasterly about 281 1/2 feet along. the center line:of said railroad tracks to a point on a line 20 feet westerly from and parallel to the face of said brick pilasters; thence northerly about 244.4 feet along said parallel lines. to the point of beginning.
Together with a right of way over an 18-foot strip of land easterly of and adjoining the highway leading westerly past the brick stock house of the Palmer Brothers Company, from the Palmertown Road, so-called,
Also together with the exclusive right to use the water in the well located on other land formerly of F.W. Mercer westerly of said railroad tracks and easterly of the Back Road, so-called, southerly of the first'mentioned highway. Also, together with the pipes: leading from the conveyed premises to said well as now located and the right to maintain said well and pipes and to enter upon said other land formerly of F.W. Mercer for the purpose of maintaining and repairing _the pipes and well.
Said premises are subject to such easements, rights of way, and rights as may appear of record,
Said premises are subject to all governmental laws affecting said premises, including: building lines if established, and all zoning and building ordinances of the Town of Montville.
22 BRIDGE STREET
{!03107681.DOCX; v.}
SCHEDULE B
Return To:
QUIT-CLAIM DEED
The TOWN OF MONTVILLE, a municipal corporation within the State of
Connecticut, with a mailing address of 310 Norwich - New London Tpke., Uncasville,
Connecticut 06382, acting herein by and through Leonard G. Bunnell, Sr., its Mayor (the
“Grantor”), for the consideration of FIFTY THOUSAND ($50,000.00) DOLLARS and
other good and valuable consideration, received to its full satisfaction of GREYSHORE
PROPERTIES MONTVILLE, LLC, of Mystic, Connecticut (the “Grantee”), does remise,
release, and forever QUITCLAIM unto the said Grantee with QUITCLAIM
COVENANTS, those certain tracts or parcels of land, together with the buildings and
improvements thereon, if any, known as 8, 14, 20 and 22 Bridge Street and located in
the Town of Montville, County of New London and State of Connecticut, more
particularly described in Schedule A attached hereto and made a part thereof.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, GRANTEE
SPECIFICALLY ACKNOWLEDGES THAT SELLER IS CONVEYING AND GRANTEE
IS ACCEPTING THE PREMISES ON AN "AS IS WITH ALL FAULTS" BASIS AND
THAT GRANTEE IS NOT RELYING ON ANY REPRESENTATIONS OR
WARRANTIES OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, FROM
GRANTOR, ITS AGENTS OR EMPLOYEES AS TO ANY MATTERS CONCERNING
THE PREMISES, INCLUDING WITHOUT LIMITATION: (i) the quality, nature,
adequacy and physical condition of premises, (ii) the quality, nature adequacy, and
physical condition of soils, geology and any groundwater, (iii) the existence, quality,
nature, adequacy and physical condition of any utilities serving the premises, (iv) the
development potential of the premises, and its use, habitability, merchantability, or
fitness, suitability, value or adequacy of the premises for any particular purpose, (v) the
zoning or other legal status of the premises or any other public or private restrictions on
use of the premises, (vi) the compliance of the premises or its use with any applicable
codes, laws, regulations, statutes, ordinances, covenants, conditions and restrictions of
{!03107681.DOCX; v.}
any governmental or quasi-governmental entity or of any other person or entity, (vii) the
presence or removal of hazardous or toxic materials, substances or wastes (collectively,
"Hazardous Materials") on, under or about the premises or the adjoining or neighboring
property, (viii) the condition of title to the premises, (ix) title to the Premises and (x)
access and egress to and from the premises from any street or highway. GRANTEE
REPRESENTS THAT IT HAS HAD SUFFICIENT AND SUBSTANTIAL TIME,
INCLUDING TIME PRIOR TO THE DATE OF THIS AGREEMENT, TO REVIEW THE
CONDITION OF THE PREMISES, HAS HAD OR HAD ACCESS TO ADEQUATE
LEGAL COUNSEL, AND THAT BY ITS ACCEPTANCE OF THE DEED AND THE
TENDERING OF THE PURCHASE PRICE IS FULLY SATISFIED WITH AND
ACCEPTS THE CONDITION OF THE PREMISES AND ASSUMES ALL
ASSOCIATED RISKS.
{!03107681.DOCX; v.}
IN WITNESS WHEREOF, it has hereunto set its hand and seal this _____ day of
, 2026.
Signed, Sealed and Delivered TOWN OF MONTVILLE
in presence of:
_______________________________ By: _____________________________
Leonard G. Bunnell, Sr.
Its Mayor, Duly Authorized
_______________________________
STATE OF CONNCTICUT }
} ss: Montville
COUNTY OF NEW LONDON }
On this _____ day of , 2026, before me, personally appeared the TOWN OF
MONTVILLE, acting herein by Leonard G. Bunnell, Sr., its Mayor, Duly Authorized,
known to me (or satisfactorily proven) to be the person whose name is subscribed to the
within instrument and acknowledged that he executed the same for the purposes
therein contained as his free act and deed of said TOWN OF MONTVILLE in said
capacity.
________________________________
Commissioner of the Superior Court
Notary Public
My Commission expires:___________