RECORD AND RETURN TO:

John Marini

Berchem, Moses, and Devlin, P.C.

75 Broad Street
Milford, CT 06460

WARRANTY DEED

KNOWYE, THAT, FOUNTAIN LAKE, LLC, a Connecticut limited liability company,

having an address of 1 Corporate Drive in Shelton, Connecticut 06484 (the "Grantor") for the
consideration of TEN AllD 00/100'5 DOLLARS ($10.00), and other good and valuable
consideration, received to its full satisfaction of CITY OF ANSONIA, a municipal corporation
organized and existing under the laws of the State of Connecticut having an address of 253 Main
Street in Ansonia, Connecticut (the "Grantee"), does by these presents give, grant, bargain, sell
and confirm unto the said Grantee, its successors and assigns, all that certain piece or parcel of
real property situated in the City of Ansonia, County of New Haven and State of Connecticut
known as "Public R.O.W. Parcel" as shown on a map entitled "Record Resubdivision Map,
Proposed Re-Subdivision of Lot #6, Fountain Lake Commerce Park, land now or formerly Fountain
Lake, LLC, Great Hill Road (CT RTE 334) & Birmingham Boulevard, Ansonia, Connecticuf' by
DeCarlo & Doll, Inc., Scale 1": 100' and dated October 24,2014, said parcel being more
particularlyboundedanddescribedon&b@attachedheretoandmadeaparthereof.
TO IIAVE AND TO HOLD the above granted and bargainedpremises, withthe
appurtenances thereof, unto the said Grantee, its successors and assigns forever, to its and their own
proper use and benefit. And also, the said Grantor does for itself, its successors and assigns,
covenant with the said Grantee, its successors and assigns, that at and until the ensealing of these
presents, it is well seized ofthe premises, has a good indefeasible estate in FEE SIMPLE; and it
has good righ! full power and lawful authority to bargain and sell the same in manner and form as
is above written; and that the same is free from all encumbrances whatsoever, except as above
stated.

AND FTIRTIIERMORE, the said Grantor does by these presents bind itself, its successors
and assigns forever to WARRANT AND DEFEND the above granted and bargained premises to
it, the said Grantee, its successors and assigns, against all claims and demands whatsoever, except
as above stated.

{00819858.DoC

ver. 1l

IN WITNESS WHEREOF, the Grantor

has caused these presents to be executed this

day ofDecember,2015.
Signed, sealed and
in the presence of:

delivered

FOUNTAIN LAKE, LLC

By:
Robert D. Scinto, Member

DulyAuthorized

STATE OF CONNECTICUT)

couNTY oF FATRITELD

) ss: Shelton

December ,2015

this

On
day of December,2}l5, before me, the undersigned officer, personally appeared
Robert D. Scinto, who acknowledged himself to be the Member of FOUNTAIN LAKE, LLC, a
Connecticut limited liability company, and that he, as such member, being authorized to do so,
executed the foregoing instrument for the purposes therein contained, by signing the name of the
limited liability company by himself as member.

In Witness Whereof, I hereunto set my hand.

Commissioner of the Superior Court

NotaryPublic
My Commission Expires:

{00819858.DoC

ver.

1}

SCHEDULE A

LEGAL DESCRIPTION

{00819858.DoC

Ver,

11

Public R.O.W. Parcel

Fountain Lake Commerce Center
Ansonia, Connecticut
DD #51862.40

April '15,2015

Legal Description

gsrtlt

piece or parcel of land containing 71,306 Square Feet, (1.637 Acres) siiuated

cltv,oinnsonia, county of New Haven, state oi connecticut and being shown as

!.1t!e_
"Public R.O.W. Parcel'on a map entifled.Record Resubdivision Map, propJsed Resubdivision of Lot #6, Fountain Lake commerce part<, land now or formerl'y Fountain

Lake, LLC, Great Hill Road (CT RTE 334) & Birmingham Boulevard, Ansonia,
Connecticuf'by De0arlo & Doll, lnc. scale 1"=100, ind dated October.24, 2014, said
parcel being more particularly bounded and described as follows:

commencing at a point on ihe Easterly sireet Line of Birmingham Boulevard said

point further being the Southwesterly corner of the herein described parcel;
Thence running North 03"-2g'-30'West 110.00 feet along the Easierly Street
Line of Birmingham Boulevard;
Thence running Souiheasterly along a curve to the left having a radius of 28.00
fe,eJand an arc length o139.27 feet along the curve connecting ihe Easterly street Line
of Birmingham Boulevard and the Northerly street Line of the iproposed Access Road"
as shown on said map;

Thence running North 86"-30'-30" East 33.78 feet, Northeasierly along a curye to
the left having a radius of 195.00 feet and an arc lengih of 94.87 feet, irtorth Se"-Sg,-OO,
East 155.96 feet, southeasterly along a curve to theiight having a radius of 288,00 feei
and an arc length of294,16 feet, south 55"-16'-24" East 98.76 feet, southeasterly along
a curye to the right having a radius of 255.00 feet and an arc length of 254.10 feet,
Eouth 49"-09'-39'West 80.60 feet, Southeasterty along a curve to the left having a
radius of 25-00 feet and an arc length of 21 .68 feet and southwesterly along a curve to
the right having a radius of 60.00 feet and an arc tength of 162.28 feet along the Lot # 62 as shown on said map;
Thenee running Northerly and Noriheasterly along a curve to the right having a
radius of 60.00 feet and an arc length of 130.27 feet, Northeasterly atong a curve to ihe
left having a radius of 25.00 feet and an arc length of 21.68 feet, North 49"-09'-39, East
80-60 feet, Northwesterly along a cule to the Ieft having a radius of 195.00 feei and an
arc length of 194.31feet, North 55"-16'-24" West 98.76 feet, Northwesterly along a
curve to the left having a radius of 195.00 feet and an arc lenglh of 224.94 feet, South
58'-38'-00" West 155.96 feet, Southwesterly along a curve to ihe right having a radius
of 255.00 feet and an arc length of 124.06 feet, and Souih 86"-30'-50" West 93.78 feet
Along Lot # 6-1 as shown on said map;

DECARLO

&DOLL,IHC.

[00819858.DoC

ver. 1]

Thence running Southwesterly along a curve to the left having a radius of 25.00
feet and an arc length of 39.27 feet along the curve connecting the Easterly Street Line
of Birmingham Boulevard and the Southgrty Street Line of the "Proposed Acce'ss Road"
as shown on said map, to the point and place of commencement.

DECARLO

&DOLL,INC,

{00819858.DOC

Ver. 1l

Together with such slope, drainage, access and construction rights and easements as may be
necessary or convenient to construct the road and as substantially shown on a map entitled "Farrel

Boulevard Grading and Drainage Plan, Fountain Lake Commerce Center, Farrel Boulevard
prepared for City of Ansonia, Fountain Lake LLC, Fountain Lake Commerce Center, Great

Hill

& Birmingham Boulevard, Ansonia, Connecticuf'by DeCarlo & Doll,

Inc.,

Road (CT RTE 334)

Scale 1"

40' and dated July 13, 20T5" on file with the City of Ansonia.

Said premises are being conveyed subject to:

1.

Taxes on the List for October 1,2014, and subsequent years, which are not yet due
and payable.

2.

Water and sewer charges as the silme may become due and payable.

a
J.

Utility Easement "F" shown on the map referenced in Schedule A and on the maps
recorded in the Ansonia Town Clerk's Office in Map Vol. 14, Page 28 and Map Book
15, Page 84.

4.

5.

Condition that land is "to be developed for land uses consistent with the 'Project Plan
for proposed Fountain Lake Commerce Center, Ansonia Connecticut' dated April
1991 and revised May 30, 1991, with roadway alignment and infrastructure
improvements to be determined", set forth on the aforementioned maps recorded in
Map Vol. 14,Page28 andMap Book 15, Page 84.

Effect, if any, of a Utility Easement from the City of Ansonia to The United
Illuminating Company and The Southem New England Telephone company dated
November 2A, 1997 and recorded in Volume 305 at Page 6L2 of the Ansonia Land
Records.

{00819858.DOC

ver.

1}

AGREEMENT

THIS AGREEMENT (this "Agreement"), dated as of March _, 2016 by

and

between The City of Ansonia, a municipal corporation organized and existing under the laws
of the State of Connecticut and having a principal address of 253 Main Street, Ansonia,
Connectocut 06401 (the "Cify"), and Fountain Lake, LLC, a limited liability corporation
organized and existing under the laws of the State of Connecticut (the "Fountain Lake,

LLC").
RECITALS

WHEREAS, On November 28,2006 Fountain Lake, LLC purchased the land located
at 405 Birmingham Boulevard, Ansonia, Connecticut for planned future development (the
"Ansonia Land"). In connection with Fountain LakeLLC's purchase of the Ansonia Land,
the City loaned Fountain Lake, LLC the amount of ONE MILLION EIGHT THOUSAND
AND 00/100 ($1,008,000.00) which was evidenced by that certain Promissory Note dated
November 28, 2006 (hereinafter the "Note") and secured by that certain Mortgage dated
November 28, 2006 by Fountain Lake, LLC, as mortgagor, to The City of Ansonia, as
mortgagee, and recorded in the Land Records of the City of Ansonia in Volume 452 at Pages
1 182, as modified by an agreement dated November 22,2011 and recorded in Volume 502 at
Page 1190 of the Ansonia Land Records (hereinafter the "Mortgage");

WHEREAS, the Farrel-Pomini Corporation ("Farrel") as a tenant in the City of

Ansonia has promoted economic vitality, a strong tax base and employment opportunities
for its residents. At the time that Farrell was looking to relocate its headquarters, the City
desired to keep Farrell within the City of Ansonia.
WIIEREAS, Fountain Lake, LLC desired to have Farrel relocate its headquarters to
the Ansonia Land. In order to make the transaction between Fountain Lake, LLC and Farrel
economically feasible, the City commited in accordance with the terms and conditions of
that certain Resolution in Support of Fountain Lake Development approved February 10,
2015, a copy of which Resolution is hereto as Exhibit A (the'oResolution") (i) to complete
that certain access road connecting the Ansonia Land to the public highway (the "Access
Road") and (ii) sell the Note to Fountain Lake, LLC for One Dollar. Pursuant to the terms
of the Resolution, Fountain Lake, LLC would convey the Access Road to the City, which
Access Road is described as that certain piece or parcel of real property situated in the City
of Ansonia, County of New Haven and State of Connecticut known as "Public R.O.W.
Parcel" as shown on a map entitled "Record Resubdivision Map, Proposed Re-Subdivision
of Lot #6, Fountain Lake Commerce Park, land now or formerly Fountain Lake, LLC, Great
Hill Road (CT RTE 334) & Birmingham Boulevard, Ansonia, Connecticut" by DeCarlo &
Doll, Inc., Scale l":100'and dated October 24,2014, saidparcel being moreparticularly
bounded and described in the legal description attached hereto as Exhibit A (hereinafter
ooProperty").

{00849187.DOCX Ver. 1}
CTDOCS:1435127.1

WHEREAS, Fountain Lake LLC and the City would like to proceed with the
transactions set forth in the Resolution in accordance with the terms and conditions set forth
in this Agreement.

NOW, THEREFORE, the City and Fountain Lake, LLC hereby agree as follows:

1.

Deed Conveyance. Fountain Lake, LLC agrees to convey and transfer, and
the City agrees to accept, all of Fountain Lake, LLC's interest in and to the Property upon
the terms and conditions set forth in this Agreement. Fountain Lake, LLC shall transfer and
convey to the Crty by Special Warranty Deed, a copy of which is attached hereto as Exhibit B (the
"Warranty Deed"), good and indefeasible title to the Properly, free and clear of any and all liens,
encumbrances, conditions, easements, assessments, restrictions and other conditions except for the
permitted encumbrances set forth on Exhibit A as part of the legal description attached hereto and
made a part hereof as such permitted encumbrances shall be set forth in the Warranty Deed.

The consummation of the transaction contemplated hereby shall be effected at a

closing (the "Closing") which is to occur on the later of (i) the date that is two (2) days after
the City receives approval from _
to make this Agreement effective or (ii)
February _, 2016 (such date, or such other date for the Closing as the parties may agree
upon in writing, being referred to herein as the "Closing Date"), at the offices of the City's
counsel, BERCIIEM, MOSES AND DEVLIN, 75 Broad Street, Milford, Connecticut, or
such other location upon which the parties may agree in writing.

2. Sale of Note. At the Closing, the City shall sell, transfer, and assign to
Fountain Lake, LLC WITIIOUT RECOURSE, AND WITHOUT REPRESENTATION,
WARRANTY AND/OR COVENANT OF AII'Y KIND OR NATURE WHATSOEVER,
the Note for the consideration of One ($1) Dollar, in accordance with the Allonge and the
Assignment and Assumption Agreement hereto as Exhibit C; and (ii) shall release the
Mortgage by executing that certain Release of Mortgage attached hereto as Exhibit D.
a) The sale, transfer and assignment of the Note hereunder is and shall be
WITHOUT RECOURSE, AND WITHOUT REPRESENTATION,
WARRANTY AND/OR CO\TENANT OF ANY KIND OR NATURE
WHATSOEVER.

3.

Representation

and Warranties. (i) The City hereby

represents and

warrants to Fountain Lake, LLC as follows:

(a) The City is a municipal corporation organized and existing under the
laws of the State of Connecticut and has all requisite power and authority to execute and
deliver, and to perform, all of its obligations under this Agreement and all instruments and
other documents executed and delivered by the City in connection herewith.
(b)

This Agreement constitutes a legal, valid, binding obligation of the

City enforceable against it in accordance with its terms, except as such enforceability may be

-CTDOCS:1435127.1

{00849 187.DOCX Ver. 1}-2-

limited by bankruptcy, reorganization, receivership, insolvency or similar laws affecting the

enforcement of creditors' rights generally or by general principles of equity.

(c)

The City has not engaged or dealt with any mortgage banker, broker,
finder or other person or entity who may be entitled to a fee or commission by virtue of any
of the transactions contemplated by this Agreement, the non-payment of which may result in
a claim by such person or entity against Fountain Lake, LLC or the City.
(d) The City has full title and interest in the Note and the Note has not been
previously assigned.

(ii)

Fountain Lake, LLC hereby represents and warrants to the City as follows:

(a) Fountain Lake, LLC is a limited liability corporation organized and

existing under the laws of the State of Connecticut and has all requisite power and authority
to execute and deliver, and to perform, all of its obligations under this Agreement and all
instruments and other documents executed and delivered by Fountain Lake, LLC in
connection herewith.
(b)

The execution, delivery and performance of this Agreement by

Fountain Lake, LLC has been duly authorized by all necessary corporate action and does not
and will not (i) require any consent or approval of Fountain Lake, LLC's shareholders,
members or lenders; (ii) violate any law, rule, regulation, order, writ, judgment, injunction,
decree, determination or award presently in effect having applicability to Fountain Lake,
LLC or any provision of Fountain Lake, LLC's charter or by-laws; (iii) result in a breach or
constitute a default under any indenture or loan or credit agreement or other material
agreement to which Fountain Lake, LLC is a pafiy or by which it is bound; or (iv) require
any authorization, consent, approval, license, exemption by or from, or filing or registration
with, any court, executive or legislative body, governmental department, commission, board,
bureau, agency or instrumentality, domestic or foreign.

(c)

This Agreement constitutes a legal, valid and binding obligation of

Fountain Lake, LLC enforceable against it in accordance with its terms, except as such
enforceability may be limited by bankruptcy, reorganization, receivership, insolvency or
similar laws affecting the enforcement of creditors' rights generally or by general principles
of equity.

(d) Fountain Lake, LLC has not engaged or dealt with any mortgage
banker, broker, finder or other person or entity who may be entitled to a fee or commission
by virtue of any of the transactions contemplated by this Agreement, the non-payment of
which may result in a claim by such person or entity against Fountain Lake, LLC or the City.
2. Further Assurances. Effective upon the Closing, each of the City and
Fountain Lake, LLC covenants to the other and agrees to execute and deliver all such
documents and to take such further actions as Fountain Lake or the City, as the case may be,

-CTDOCS:1435127.1

{00849187.DOCX Ver. 1}-3-

may reasonably deem necessary, from time to time, to carry out the intent and purpose of
this Agreement and to consummate the transactions contemplated hereby.

4.

Indemnification. Effective upon the Closing and for all actions arising
thereafter for a period of one (1) year, Fountain Lake, LLC hereby agrees to indemnify hold
the City harmless from and against any and all costs, expenses, liabilities and damages
(including reasonable attorneys' fees and disbursements) incurred by the City in connection
in no event shall
with the sale of the Note or release of the Mortgage; provided, !1ry,
the indemnification extend to a third party claim against the City for selling the Note or
releasing the Mortgage.

5.

Consideration. Each of Fountain Lake, LLC and the City acknowledges and
agrees that the sale of the Note and release of the Mortgage are not consideration for the
deeding of the Property. The conveying of the Property to the City is being done as
consideration for the City ompleting the access road and maintaining it in the future in order
for Farrel to relocate is headquarters to 405 Birmingham Boulevard. No additional
consideration is being provided for the conveyance of the Property.

6.

Conditions Precedent to Closing.

(a) The obligations of the City under this Agreement shall be subject to the
satisfaction (or express waiver in writing by the City) of the following conditions precedent,
on or prior to the Closing Date:
(i)

Fountain Lake, LLC shall have delivered and executed the

Warranty Deed and related conveyance tax statements to the Property to the City.

(ii)

Fountain Lake, LLC shall have complied with all of the terms
and conditions set forth herein; and

(iii) All of the representations and warranties set forth in Paragraph

2 hereof shall be true and correct as of the Closing Date.
(b)

The obligations of the Fountain Lake, LLC under this Agreement shall
writing by the Fountain Lake, LLC) of the
following conditions precedent, on or prior to the Closing Date:

be subject to the satisfaction (or express waiver in

(i)

The City shall have delivered to Fountain Lake, LLC what City
believes is (but does not represent or warrant same to be) the original of the Note (or
an affidavit of lost instrument), together with an Allonge to the Note, executed on
behalf of the City in favor of Fountain Lake, LLC, WITHOUT RECOIIRSE, AND
wrTlrouT REPRESENTATTON, WARRAIITY AND/OR COVENANT OF
ANY KIND OR NATURE WHATSOEVER; and

(ii)

The City shall have executed and recorded the release of the

Mortgage.

{00849 187.DOCX Ver. 1}-4-CTDOCS:1435127.1

7.

Damages.

In no event shall Fountain Lake, LLC be entitled to recover at law or in equity, and
Fountain Lake, LLC hereby fully, completely and irrevocably waives, to the fullest extent of
the law, all rights, including, but not limited to, the right to recover and shall be barred from
recovering, consequential damages, lost profits or punitive damages with respect to any
claim against the City relating to or arising under this Agreement, the transaction
contemplated hereby or any of the documents and agreements being delivered by the City in
connection with this Agreement.

In no event shall the City be entitled to recover at law or in equity, and the City
hereby fully, completely and irrevocably waives, to the fullest extent of the law, all rights,
including, but not limited to, the right to recover and shall be barred from recovering,
consequential damages, lost profits or punitive damages with respect to any claim against
Fountain Lake, LLC relating to or arising under this Agreement, the transaction
contemplated hereby or any of the documents and agreements being delivered by Fountain
Lake, LLC in connection with this Agreement.

8.

and Fountain Lake, LLC

this
Agreement and each has
of
review,
and
execution
has been involved in the negotiation,
had the opportunity to receive independent legal advice from attorneys of its choice with
respect to the advisability of making and executing this Agreement. In the event of any
dispute or controversy regarding authorship of this Agreement, the City and Fountain Lake,
LLC shall be conclusively deemed to be the joint authors of this Agreement and no
provision of this Agreement shall be interpreted against either the City or Fountain Lake,
LLC.

Joint Authorship of Agreement. Each of the City

9.

Governing Law. This Agreement shall be governed by and construed in

accordance with the laws of the State of Connecticut without reference to conflicts of law.

10. Entire Agreement; Bind and Inure. This Agreement, together with the
other documents delivered in connection herewith, sets forth the entire agreement and
understanding of the parties hereto, and supersedes all prior agreements and understandings
between the parties hereto with respect to the transactions contemplated hereby. This
Agreement shall be binding on, and inure to the benefit of, the parties hereto and their
respective successors, assigns, legal representatives and trustees. The parties hereto attest to
the accuracy of the Recitals set forth at the beginning of this Agreement and they are
incorporated into the Agreement and made a material part hereof.

11.

Counterparts. This Agreement may be signed in counterparts, each of which

shall be an original and both of which taken together shall constitute one agreement.

12.

Amendment and Waiver. This Agreement may not be changed, waived,

discharged or terminated orally, but only by an instrument in writing signed by the party
against which enforcement of such change, waiver, discharge or termination is sought.

-CTDOCS:1435127.1

{00849 187.DOCX Ver. 1}-5-

13.

Notice.

All notices between the parties shall be in writing and shall be served either
personally, by certified first-class mail, postage prepaid, or by overnight courier service of
recognized standing. If served personally, notice shall be deemed given and received at the
time of such service to a responsible officer of the parfy to which it is directed. If served by
certified first-class mail, notice shall be presumed given and made five business days after
the deposit thereof in the United States mail, postage prepaid, addressed to the party to
whom said notice is to be given or made. If served by overnight courier of recognized
standing promising delivery no later than 2:00 P.M. on the first business day immediately
following deposit with such courier, notice shall be presumed given and received on the first
business day after deposit with such courier, addressed to the party to whom said notice is to
be given or made, if such deposit is timely and appropriate in accordance with the
requirements of such courier service.

(c)

All notices to Fountain Lake, LLC shall be given to it at:

Fountain Lake, LLC
c/o R.D. Scinto, Inc.
One Corporate Drive
Shelton, CT 06484

Attention:
Telephone: (203) 929:$0A
Telecopier: (203)

with a copy to:

Julia S. Marx, LLC
22 Rayfield Road
Westport, CT 06880
Telephone (917) 697 -927 9
Email : juliamarx@me.com

(d)

All notices to the City shall be given to it at:

The City of Ansonia
253 Main Street
Ansonia, CT 06401

-CTDOCS:1435127..1

{00849187.DOCX Ver. 1}-6-

with

a copy to:

John P. Marini
Berchem, Moses, and Devlin, LLP
75 Braod Street
Milford, Connecticut 06460
Telephone: (203)

Telecopier: (203)

(e)

The presumptions of receipt of notice appearing in this Para$aph 72

shall be deemed rebutted if the receipt or records of the Post Office or the relevant courier
service indicate the non-receipt or non-delivery of the particular item, however such rebutted
evidence shall not be effective if the delivery was refused by the party to whom addressed.
Said parties may designate in writing from time to time other and additional places to which
notices may be sent by giving notice in writing of such change in address to the other parties
as set forth in this Paragraph 12.

14. Specific Performance. (a) Fountain Lake, LLC acknowledges and agrees
that in the event of a breach or threatened breach by Fountain Lake, LLC of any of its
obligations hereunder, the City will have no adequate remedy at law and shall be entitled to
such equitable or injunctive relief (including, without limitation, specific performance) as
may be available to restrain a violation or threatened violation of this Agreement or to
enforce the terms hereof.

(b) The City acknowledges and agrees that in the event of a breach or threatened
breach by the City of any of its obligations hereunder, Fountain Lake, LLC will have no
adequate remedy at law and shall be entitled to such equitable or injunctive relief (including,
without limitation, specific performance) as may be available to restrain a violation or
threatened violation of this Agreement or to enforce the terms hereof.

15.

Waiver of Jury Trial. THE CITY AND FO{-INTAIN LAKE, LLC HEREBY
WAIVE ANY zuGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING IN
RESPECT OF THIS AGREEMENT OR ARISING OUT OF ANY DOCIIMENT,
INSTRIIMENT OR AGREEMENT, EVIDENCING OR IN ANY WAY RELATING TO
THE SALE AND ASSIGNMENT CONTEMPLATED HEREBY. THE CITY AND
FOUNTAIN LAKE, LLC ACKNOWLEDGE AND AGREE THAT THEY HAVE
KNOWINGLY, VOLTINTARILY AND INTELLIGENTLY, WITH THE ADVICE OF
THEIR RESPECTIVE LEGAL COLINSEL, AGREED TO THIS JURY TRIAL WAIVER.
FOI.INTAIN LAKE, LLC FITRTHER AGREES THAT PRIOR TO INSTITUTING ANY
ACTION IN ITS OWN NAME AGAINST CITY, ITS MEMBERS, PARTNERS,
OFFICERS, AGENTS, OR ANY OF THEM OR THEIR ASSIGNS (THE "CITY
PARTIES"), OR OTHERWISE, OR IF AN ACTION IS INSTITUTED AGAINST T}IE

-CTDOCS: 1435127-

{00849187.DOCX Ver. 1}-71

CITY PARTIES BY ANY PARTY RELATED DIRECTLY OR INDIRECTLY TO THE

CLAIMS OR THE AGREEMENT OR ANY DOCUMENTS RELATED THERETO, THEN
FOTINTAIN LAKE, LLC SHALL IMMEDIATELY POST A BOND TO COVER ALL
EXPENSES AND DAMAGES EXPECTED TO BE INCURRED BY THE CITY PARTIES
IN AN AMOUNT EQUAL TO THE GREATER OF (A) ALL DAMAGES CLAIMED
AGAINST CITY IN SAID ACTION OR (B) ONE HTINDRED THOUSAND DOLLARS
($loo,ooo).

15.

Costs. The parties hereto

agree to bear their own fees and costs associated

with the preparation of this Agreement and the transaction contemplated hereby.

IN WITNESS WHEREOF, the undersigned

have caused this Agreement

to

be

executed on the date above first written.

Witnesses:
TFIE CITY OF ANSONIA

By:

David S. Cassetti
Its Mayor

FOUNTAIN LAKE, LLC

By:
Its Member

STATE OF

CONNECTICUT

couNTY oF NEW

HAVEN

ss.: Ansonia

February

_,20T6

On this the _
day of February, 2016, before me, the undersigned officer,
personally appeared David S. Cassetti, who acknowledged himself to be the Mayor of the
City of Ansonia, a municipal corporation, and that he as such authorized Mayor, being
authorized so to do, executed the foregoing instrument for the purposes therein contained, by
signing the name of the corporation by himself as such authorized Mayor and as his and its
free act and deed.

-CTDOCS: 1435127.

{00849187.DOCX Ver. 1}-81

EXHIBIT C
Allonge to Mortgage Note dated November 28,2006
of Fountain Lake, LLC to the Order of The City of Ansonia in the original amount of
$1,o08,ooo.oo

For value received, pay to the order of FOLINTAIN LAKE, LLC (the "Assignee"),
WITHOUT RECOURSE AND WITHOUT ANY REPRESENTATION WARRANTY
AND/OR COVENANT OF ANY KIND OR NATURE WI{ATSOEVER, subject to, and in
accordance with, the terms of that Agreement between TFIE CITY OF ANSONIA and the
Assignee dated as of December _, 2015.
THE CITY OF ANSONIA

By:

David S. Cassetti
Its Mayor

{00849 187.DOCX Ver. 1}-2-CTDOCS: 1435127.

NON-RE,COURSE ASSIGNMENT AND ASSUMPTION

AGREEMENT
Know all by these presents that THE CITY OF ANSONIA a Connecticut municpal
corporation, having a place ofbusiness at, for consideration paid, does hereby grant, bargain,
sell, assign, transfer and set over to FOUNTAIN LAKE, LLC, a Connecticut limited liability
Connecticut
corporation having a place of business at
WITHOUT RECOURSE AND WITHOUT REPRESENTATIONS.
WARRANTIES ANDiOR COVENANTS OF ANY KIND, the following:

l.

a certain Promissory Note dated November 28,2006 by which Fountain Lake,

LLC promised to pay to the City the amount of ONE MILLION, EIGHT THOUSAND AND
00/1 1 ($1,008,000.00) (the "Note").
Fountain Lake, LLC hereby accepts the foregoing assignment and transfer of the Note and
hereby promises and agrees to faithfully perform all covenants, stipulations, agreements and
obligations under the Note. Fountain Lake, LLC hereby agrees to indemnif,i and hold the
City of Ansonia, its officials, officers, employees and agents harmless from any and all
claims, demands, actions, causes of action, suits, proceedings, damages, liabilities and costs
and expenses of every nature whatsoever and relating to the Note or arising thereunder.
Signed as of this

day of February, 2016.

THE CITY OF ANSONIA

By:

David S. Cassetti
Its Mayor
FOTINTAIN LAKE, LLC

By:
Its Member

{00849187.DOCX Ver.
CTDOCS:1435127.1

1)

UPON RECORDING THIS INSTRUMENT

SHOTiLD BE RETURNED TO:

Julia

S.

Marx, LLC

22 Rayfield Road
Westport, CT 06880

RELEASE
TO ALL PEOPLE TO WHOM THESE PRESENTS SHALL COME, GREETING:

KNOW YE, THAT THE CITY OF ANSONIA, a Connecticut Municipal Corporation, having
(the "Releasor"), hereby certifies that the Mortgage from
of
FOUNTAIN LAI(E, LLC to the Releasor dated November 28, 2006 and recorded in Volume 452 at
an address for notice

Page 1182 of the Ansonia Land Records, as modified by the Note and Mortgage Modification Agreement
dated as of November 22,2011 and recorded in Volume 502 at Page 1190 of the Ansonia Land Records,
together with the debt secured thereby, has been fully paid and satisfied and that said mortgage and debt
is hereby released and discharged.

IN WITNESS WHEREOF the Releasor has caused this

February
Witnessed

Release to be executed this

day

of

,2016.

by:

THE CITY OF ANSONIA

a Corrnecticut Municipal Corporation

By:
Witness:

Name:
Its:

Duly Authorized
Witness:

STATE

OF'CONNECTICUT

COUNTY OF

ss:

day of February,2016, before me, the undersigned offtcer, personally appeared

of THE
who acknowledged himself/herself to be the
CITY OF ANSONIA, a Connecticut Municipal Corporation, and that he/she as such and being duly
authorized so to do, executed the foregoing instrument for the puryoses therein contained by signing the
On this the

nameofthe1imited1iabilitycompanybyhimse1f/herselfasSuch-.
IN WITNESS WIIEREOf,', I hereunto

set my hand.

Commissioner of the Superior Court

Notary Public
My Commission Expires: