Draft agreement between Bristol and Renaissance Downtowns

L&D Draft 5/10/10

PREFERRED DEVELOPER AGREEMENT

among

CITY OF BRISTOL

and

BRISTOL DOWNTOWN DEVELOPMENT CORPORATION

collectively as the “City Parties”

and

RENAISSANCE DOWNTOWNS AT BRISTOL LLC

as “Developer”

May ___, 2010

TABLE OF CONTENTS

Page

ARTICLE 1. PRELIMINARY MATTERS...........................................................................2

1.01 Recitals and Definitions..........................................................................................2

1.02 Designation of Preferred Developer.......................................................................2

1.03 Additional Properties..............................................................................................3

1.04 Project Plan.............................................................................................................3

1.05 Existing Data..........................................................................................................3

1.06 Preliminary Actions to be Completed.....................................................................3

1.07 Milestones and Coordination Meetings..................................................................5

1.08 Responsibility for Project Costs and Expenses......................................................5

1.09 No Liability for Inspection or Oversight................................................................5

ARTICLE 2. CONCEPT PLAN.............................................................................................5

2.01 Project Goals...........................................................................................................5

2.02 Project Team and Consultants................................................................................6

2.03 Planning, Feasibility, Economic, Engineering and Other Studies..........................6

2.04 Components of Concept Plan.................................................................................6

2.05 Concept Plan Consulting Process...........................................................................7

2.06 Approval of the Final Concept Plan.......................................................................8

2.07 Development and Construction Phasing.................................................................9

2.08 Infrastructure...........................................................................................................9

2.09 Developer’s Access to Property............................................................................10

2.10 Developer’s Insurance..........................................................................................10

2.11 Indemnification.....................................................................................................10

ARTICLE 3. SALE OF THE PROPERTY..........................................................................11

3.01 Sale of the Property to Developer.........................................................................11

3.02 Payment of Purchase Price...................................................................................13

ARTICLE 4. CONDITIONS TO CLOSING.......................................................................13

4.01 Approval of the Final Concept Plan.....................................................................13

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TABLE OF CONTENTS(continued)

Page

4.02 Third Party Approvals..........................................................................................13

4.03 Financing, Leasing and Development Plan..........................................................13

4.04 Off-Site Infrastructure..........................................................................................14

4.05 Determination of Purchase Price……………………………………………… 14

4.06 Minimum Requirement for First Purchase………………………………………14

ARTICLE 5 CONVEYANCE OF PROPERTY..............................................................14

5.01 Form of Deed........................................................................................................14

5.02 Title Examination.................................................................................................15

5.03 Use Restrictions....................................................................................................16

5.04 Survey...................................................................................................................17

5.05 Time and Place for Delivery of Deeds.................................................................17

5.06 Recording of Deed................................................................................................17

5.07 Title Insurance and Other Closing Costs..............................................................17

5.08 Condition of Property...........................................................................................17

5.09 Environmental Matters.........................................................................................18

ARTICLE 6. ASSIGNMENT AND TRANSFER...............................................................19

6.01 Requirements for Assignment or Transfer of Membership Interests...................19

ARTICLE 7. TERMINATION AND REMEDIES..............................................................20

7.01 In General.............................................................................................................20

7.02 Termination by Any Party Prior to Conveyance..................................................20

7.03 Termination by the City Parties prior to Conveyance……………………...........22

7.04 Rights and Remedies Cumulative………………………………………….........22

ARTICLE 8. ADDITIONAL COVENANTS......................................................................22

8.01 Covenant of Good Faith and Fair Dealing............................................................22

8.02 Force Majeure and Other Delay...........................................................................22

ARTICLE 9. MISCELLANEOUS.......................................................................................23

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TABLE OF CONTENTS(continued)

Page

9.01 Governing Law; Jurisdiction................................................................................23

9.02 Further Assurances...............................................................................................23

9.03 Entire Agreement; Modifications.........................................................................23

9.04 Partial Invalidity; Headings..................................................................................23

9.05 Notices..................................................................................................................23

9.06 Conflict of Interests; Members and Representatives Not Individually Liable....................................................................................................................24

9.07 Agents and Brokers...............................................................................................24

9.08 Code of Ethics.......................................................................................................24

9.09 No Limitation on Governmental Functions of the City of Bristol........................24

9.10 Non-Liability of City Parties’ Officials or Developer Members……………… 24

9.11 Plans and Specifications…………………………………………………………25

9.12 Recordation of Notice of Agreement ……………………………………………25

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DEPOT SQUARE, BRISTOL CONNECTICUT


THIS AGREEMENT dated as of the _____ day of May, 2010, between the CITY OF BRISTOL (the “City”), a Connecticut municipal corporation having offices at located at 111 North Main Street, Bristol, Connecticut 06010, the BRISTOL DOWNTOWN DEVELOPMENT CORPORATION (“BDDC”, and together with the City, the “City Parties”), a Connecticut corporation having offices at located at 111 North Main Street, Bristol, Connecticut 06010, and RENAISSANCE DOWNTOWNS AT BRISTOL LLC, (“Developer”), a New York limited liability company authorized to do business in Connecticut, with offices at 9 Gerhard Road, Plainview, New York 11803 (each a “Party” and collectively, the “Parties”).

RECITALS:

A. The City is the owner of the former Bristol Centre Mall property, now known as Depot Square, and the buildings, structures, improvements and fixtures currently located thereon, containing approximately 17 acres of land, as more particularly described on Exhibit A hereto (referred to herein as the “Depot Square Project,” the “Project,” or the “Property”).

B. The City is desirous of having development commence at the Depot Square Project, within the next thirty-six (36) months to function as the centerpiece of a comprehensive effort to revitalize the City’s Downtown area.

C. By City Council ordinance adopted on April 4, 2007 (the “Ordinance”), BDDC was formed, and was designated as the development agency for the Bristol Downtown Project, as described in the Ordinance, and charged, inter alia, to prepare a project development plan (the “Project Plan”) for the downtown area to be identified in the Project Plan (the “Project Area”) and thereafter “to coordinate, plan, supervise and manage all city industrial/commercial development projects and activities associated with the Downtown Development Project, as defined in the Ordinance, and as set forth in the Project Plan,” and “to supervise and coordinate the construction or revitalization within the Project Area by the City of Bristol, by private entities or other governmental entities to achieve the goals of the Project Plan.”

D. BDDC issued a Request for Proposals in 2008 to solicit development proposals regarding the planning, purchase, site preparation and redevelopment of the Depot Square Project, but received no satisfactory proposals.

E. BDDC thereafter issued a Request for Qualifications (“RFQ”) in August, 2009 to identify and attract qualified developers having an interest in negotiating for development rights for the Depot Square Project.

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F. On September 11, 2009, in response to the BDDC’s RFQ, Developer submitted a preliminary concept proposal (the “Preliminary Concept Proposal”), which included approximately 750 residential units, 60,000 square feet of retail space (including an urban grocery), 50,000 square feet of office space, a 100 key hotel, 220,000 square feet of urban open space and 1,550 parking spaces, with construction using traditional neighborhood design principles, with a pedestrian friendly network of streets and parks (referred to herein as the “RFQ Response”), a copy of which is attached hereto as Exhibit B-1 .

G. In October, 2009, BDDC held a public meeting to receive presentations from and conduct interviews of the RFQ respondents.

H. On November 11, 2009, in response to BDDC’s questions, Developer submitted a letter responding to certain inquiries by BDDC (referred to herein as the “Supplemental Response”), a copy of which is attached hereto as Exhibit B-2.

I. After receipt, review and consideration of the RFQ Response and the Supplemental Response submitted by Developer, and after considering the presentations by the RFQ respondents, BDDC adopted a resolution on December 21, 2009 recommending to the City that Developer be selected as the preferred developer for the Depot Square Project.

J. On December 8, 2009, Developer submitted evidence of a bank account dedicated to cover pre-development costs for the Depot Square Project in the amount of $504,500.00.

K. The City Parties are approving and entering into this Agreement in reliance and based upon the representations, promises, assurances, descriptions and other inducements set forth in this Agreement and all information submitted by Developer, all of which are material inducements relied upon by the City Parties in approving and entering into this Agreement.

L. In furtherance of public purposes, to secure public benefits, and in order to set forth the definitive terms and conditions governing the conveyance, demolition, remediation, development and use of the Property, the City Parties and Developer are entering into this Preferred Developer Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual representations, warranties, agreements and covenants set forth herein, the receipt and sufficiency of which is hereby acknowledged, the Parties hereto agree as follows:

Article 1. PRELIMINARY MATTERS .

1.01 Recitals and Definitions . The Recitals are part of this Agreement and certain terms defined herein are set forth on Exhibit C attached hereto.

1.02 Designation of Preferred Developer . Developer is hereby granted the sole and exclusive right, for a period of twenty-four (24) months from the date of this Agreement (the “Effective Date”), to prepare a Final Concept Plan for the Depot Square Property that is

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approved by all of the Parties, subject to the terms and conditions of this Agreement (the “Exclusivity Period”).

1.03 Additional Properties . The City Parties acknowledge that Developer has communicated with and desires to continue communications and subsequent negotiations with other property owners in the vicinity of the Depot Square Project located in the Project Area, and that such communication is not restricted by this Agreement.

1.04 Project Plan . In addition to the Concept Plan to be developed pursuant to Article 2 of this Agreement, if required as a matter of law or as necessary for financing or for Developer to include additional properties outside of the Depot Square Project, Developer shall prepare the Project Plan, pursuant to Connecticut General Statutes Chapter 132, as amended, for the Depot Square Property and such other areas as may be identified in the Project Plan, for approval by the BDDC and the City Council and other agencies of the City of Bristol and submission to the State of Connecticut, Department of Economic and Community Development, if required. If the Scope of Studies approved pursuant to Section 2.03 does not satisfy the requirements to complete the Project Plan, and provided that the additional work or studies required to complete the Project Plan is not required as a result of Developer’s inclusion of additional properties outside of the Depot Square Project, additional work or studies required shall be subject to agreement and approval of all Parties prior to Developer performing such additional work or studies. Developer shall commence preparation of the Project Plan within nine (9) months after the Scope of Studies Approval Date (as defined in Section 2.03 below) and shall diligently pursue completion of the Project Plan prior to Final Concept Plan approval, and in no event later than eighteen (18) months after the Scope of Studies Approval Date. The Project Plan shall be consistent with the proposed Final Concept Plan and in the event of any material changes to the Final Concept Plan, the Project Plan shall be revised and resubmitted, if required.

1.05 E xisting Data . The City Parties agree to cooperate with and assist Developer in promptly obtaining copies of all existing title, survey, environmental studies, environmental testing results, traffic/parking studies and all other draft and/or final studies relating to the Depot Square Project in the possession of, control of or accessible to the City Parties without additional expense to the City Parties where third party work product would be required, which may be relevant to the Project, the Project Plan and the Concept Plan, and which have not already been provided to Developer. The Developer acknowledges that the City Parties have made no representation or warranties whatsoever (whether expressed or implied) regarding any of the materials provided pursuant to this paragraph.

1.06 Preliminary Actions to be Completed . Upon the execution of this Agreement, Developer has agreed to perform the following:

(a) Within sixty (60) days after the Scope of Studies Approval Date, the Developer shall notify the City Parties of further environmental testing it believes will need to be performed with respect the Depot Square Project prior to the expiration of this Agreement. Developer acknowledges that the City Parties have provided all necessary authorization to Clough Harbour & Associates LLP (CHA”) to permit the release and review by Developer of all environmental information possessed by CHA relating to the Depot Square Project;

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(b) Within ninety (90) days after the Effective Date, lease and open an office in the Bristol downtown area, and hire personnel to staff such office not less than 15 hours per week, including at least one night a week, in order to showcase its progress on, and receive community input as to, the Depot Square Project;

(c) Within one hundred twenty (120) days after the Scope of Studies Approval Date, provide notice to the City Parties of any anticipated modifications to the Preliminary Concept Proposal, as necessary for the City’s use in finalizing the Environmental Impact Evaluation (“EIE”) for the Depot Square Project pursuant to the Connecticut Environmental Policy Act (CGS Sections 22a-1 through 22a-1h and Conn. Agencies Regs Sections 22a-1a-1 through 22a-1a-12) in order that the Project may qualify for potential State funding for infrastructure improvements; and

(d) Open lines of communication with representatives of McDonald’s Corporation and use commercially reasonable efforts to negotiate an agreement, acceptable to the Parties, to either relocate McDonald’s into the Depot Square Project or in another location in downtown Bristol outside of the Depot Square Project, and to incorporate the property owned by McDonald’s Corporation (the “McDonald’s Property”) within the Depot Square Project. The parties acknowledge that such discussions have commenced prior the Effective Date.

(e) At any time after the Effective Date, but within ninety (90) days after the Scope of Studies Approval Date, open lines of communication with representatives of the adjacent Dunkin Donuts property (the “Dunkin Donuts Parcel”), and thereafter shall use reasonable efforts to take the layout of the Dunkin Donuts Parcel into account in the development of the Depot Square Project.

(f) Within 90 days after the Scope of Studies Approval Date, the Developer shall initiate outreach initiatives to the community, including, but not limited to:

i. Development of a website including project information.

ii. Contract and/or employment opportunities, as they become available

iii. Hold project meetings and presentations to provide information on the project to be held at least biannually.

iv. Other outreach efforts in the Developer’s discretion to engage the community on the project.

(g) Within ninety (90) days after the Scope of Studies Approval Date, Developer shall provide the City Parties with a Project schedule (the “Project Schedule”), which shall be subject to reasonable adjustments agreeable to all Parties, incorporating the Milestones, as defined below, the form of which shall be approved by the BDDC. The Project Schedule shall be updated by Developer on a monthly basis to include tasks and any variations agreed to by the Parties after each coordination meeting between the Parties.

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1.07 Milestones and Coordination Meetings . In order to provide assurances to the City Parties that Developer is making diligent and good faith efforts to meet its obligations hereunder and to implement the Project, Developer and the City Parties shall be required to achieve the milestones listed on listed on Exhibit D attached hereto by the dates set forth on Exhibit D (the “Milestones”).

In order to maintain open lines of communication and move the Project forward as quickly as possible, Developer, its Project Team and the City Parties (and any consultants used by the City Parties, if applicable) will make themselves available at mutually convenient times for coordination meetings and/or teleconferences to be held monthly at a minimum, to review the status of the Studies under way, the development of the Concept Plan, anticipated uses and potential tenancies, and any anticipated variations from the Preliminary Concept Proposal. At least one (1) representative of the Project Team shall attend scheduled monthly BDDC meetings to provide updates on Developer’s progress. After any such meeting, the Project Schedule referenced in Section 1.06(g) above shall be updated.

1.08 Responsibility for Project Costs and Expenses . All costs and expenses authorized and incurred by the Developer in connection with planning, zoning applications, development, construction or any other aspect of the Depot Square Project shall be at the sole cost and risk of Developer. In no event shall the City Parties be required to pay, assume, reimburse, contribute to or finance any costs or expenses referenced in this Article 1.08. Within sixty (60) days after receiving notice of the filing of any mechanic’s lien or attachment related to work performed by or on behalf of the Developer or any member of the Project Team, Developer shall pay, bond or otherwise cause to be discharged of record any mechanics lien or such attachment placed upon the Property.

1.09 No Liability for Inspection or Oversight . The provisions of this Agreement relating to pre-construction rights of inspection and oversight of the Project, and relating to rights of review, comment, modification and approval of plans, designs and other similar matters, whether by the City Parties, or by any of their advisors, are solely for the information and benefit of the City Parties in connection with the administration and enforcement of this Agreement and are not intended to protect, benefit or confer any rights upon Developer or any third party. Nothing done or not done by the City Parties or any of their advisors in connection with the exercise or non-exercise of such rights of inspection, oversight, review, comment, modification or approval shall be deemed to constitute acceptance of the work or give rise to any liability of the City Parties or any of their advisors to Developer, any third party, or waive any right of the City Parties or relieve Developer from any obligation under this Agreement or applicable legal requirements.

Article 2. CONCEPT PLAN .

2.01 Project Goals . The Parties wish to provide for a well planned and economically feasible multi-use development of the Depot Square Project, consistent with the Preliminary Concept Proposal and the Supplemental Response, subject to modifications as agreed to by all of the Parties, in order for the Project to be deemed to be feasible, with the goal of revitalizing and bringing activity and vibrancy into the Depot Square Project and the Bristol downtown area, based upon due diligence, feasibility, marketing and other economic and

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environmental studies, and leasing activities, all of which shall be diligently pursued by Developer during the term of this Agreement (the “Project Goals”).

2.02 Project Team and Consultants . Prior to the Effective Date, Developer submitted to the City Parties a list of its initial project team (the “Project Team”) which Project Team includes the initial consultants that Developer intends to retain and any future consultants retained by Developer and approved by the BDDC (collectively, the “Consultants”), to conduct such studies (the “Studies”) as Developer deems necessary to prepare the Project Plan and the Concept Plan, as defined in Section 2.04 below. The Studies to be undertaken shall include, without limitation, those studies agreed to pursuant to Section 2.03 and shall be completed by the dates set forth on Exhibit D. Initial members of the Project Team are as shown on Exhibit F. Any replacements or material additions to the Project Team approved by the BDDC shall be subject to the prior approval (the “Project Team Approval”) of the BDDC, which approval shall not be unreasonably withheld or delayed. Notice of any replacements or additions to the Project Team shall be provided to the City. Where feasible, but without obligation, Developer shall endeavor to identify and retain Consultants local to Connecticut and specifically local to Bristol. From time to time throughout the term of this Agreement, Developer shall promptly notify the City Parties of additional members of the Project Team or additional Consultants retained by Developer. Any replacement members of the Project Team or Consultants shall be persons or entities with equivalent or better experience in their areas of expertise, and shall be subject to the reasonable and timely approval of the BDDC.

2.03 Planning, Feasibility, Economic, Engineering and Other Studies. Within thirty (30) days following the Effective Date, the Developer shall prepare and submit a detailed list of the scope and an outline description of the parameters of the studies to be conducted with respect to the Property during the term of this Agreement. Within thirty (30) days after receipt of Developer’s proposed scope of studies, the City Parties will approve (and provide comments and additional suggestions, if applicable). All Studies shall be performed with respect to the entire Depot Square Project and any additional properties in the Project Area which Developer has elected to include within its proposed development. Promptly after approval of the scope of studies (the “Scope of Studies”) by the City Parties and Developer (the “Scope of Studies Approval Date”), Developer shall engage the appropriate members of the Project Team and Consultants and begin the Studies. Studies shall in any event be completed and copies delivered to the Parties in time to enable Developer to submit a revised Concept Plan, based upon the Studies and in harmony with the Project Goals, within nine (9) months after the Effective Date. Developer shall provide the City Parties with copies of all completed Studies, as such Studies are received by Developer. If the Scope of Studies has not been approved and the Scope of Studies Approval Date has not occurred within 90 days of the Effective Date, either the City Parties or the Developer shall have the right to terminate this Agreement upon written notice to the others.

2.04 Components of Concept Plan . Within nine (9) months following the Effective Date, Developer shall provide to the City Parties a site-specific, Project-specific conceptual site plan (the “Concept Plan”) for the Depot Square Project, and additional properties, if any are identified by Developer, which Concept Plan shall include, without limitation, the following:

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(a) the proposed relocation area of the existing McDonald’s restaurant on the Property, or within the Project Area [provided McDonald’s and the Parties are in agreement], and termination of certain easement rights;

(b) address the future use of the existing grocery store building on the Property or within the Project Area;

(c) the layout of additional proposed uses and potential tenancies on the Property;

(d) the layout of walkways, driveways, roads, parking areas, landscaping, utilities and infrastructure improvements anticipated for the development of the Project;

(e) the layout for possible access to rail lines and/or an intermodal transportation center in the future;

(f) details as to variations from the Developer’s Preliminary Concept Proposal;

(g) any proposed phasing plan and/or proposed subdivision of the Property;

(h) a Master Concept Site Plan for the Depot Square Project and any additional properties in the Project Area which Developer intends to include in its comprehensive plan for the Project;

(i) a proposed declaration of covenants and restrictions to encumber the Property conveyed addressing maintenance, repair, construction and operational issues with respect to the Depot Square Project (“Declaration of Covenants and Restrictions”); and

(j) a surveyor’s certification as to the Developable Acres in the Depot Square Project and in each phase thereof. The term “Developable Acres” as used herein shall mean the total acreage of the Depot Square Project (or phase thereof as applicable), minus the acreage of roadways, parks and open space of the Depot Square Project (or phase thereof as applicable).

It is the intention that the Concept Plan provide the City Parties with an understanding of Developer’s vision for the Property and other portions of the downtown Project Area, the proposed construction plan for the Project and an idea of traffic and infrastructure improvements that Developer envisions. The Parties agree that a Concept Plan which incorporates privately owned properties in the Project Area (the “Private Properties”) will be beneficial to the comprehensive redevelopment of the City’s downtown area. Developer agrees to use its best efforts to incorporate, where feasible, the Private Properties in the Concept Plan; provided that it shall be Developer’s sole option to enter into agreements with the owners of any such Private Properties and no dates or time periods set forth in this Agreement shall apply to any properties located outside of the Property, nor shall they be extended as a result of any such negotiations or acquisitions.

2.05 Concept Plan Consulting Process . Developer, with the assistance of its Project Team, will analyze necessary data and recommend an appropriate Concept Plan to

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maximize prospects for realization of the Project Goals. The Project Team and Consultants are encouraged to follow the general scope of the Project Goals, are expected to analyze and to update existing studies, prepare additional studies, suggest refinements, identify and resolve foreseeable problems with the proposal, encourage “green” sustainable components where feasible, and, if warranted, to advance Project Team suggested refinements to achieve the Project Goals. The Parties acknowledge that communication and cooperation will be extremely important in the development and approval of an acceptable Concept Plan.

2.06 Approval of the Final Concept Plan .

(a) Upon submission of the Concept Plan pursuant to Section 2.04 above, the City Parties shall have the right to comment on and request revisions to the Concept Plan (including the Declaration of Covenants and Restrictions) in a timely manner. The City Parties shall endeavor to provide any comments or requested revisions within five (5) business days after the date of the City Counsel and BDDC meetings immediately following any such submission. From time to time during the approval process, the Developer, the Consultants and members or representatives of the City Parties shall meet in person or via teleconference to attempt to negotiate mutually acceptable changes to the proposed Concept Plan. After any such meetings or conferences, the Consultants shall revise the Concept Plan to incorporate agreed upon changes to the Concept Plan, and shall resubmit the revised Concept Plan to the City Parties and Developer for approval. The submission process shall be repeated until: (i) a Concept Plan acceptable to all Parties is achieved, (ii) until any one of the Parties concludes that it will be unable to reach agreement on a Concept Plan; or (iii) the expiration of the Exclusivity Period.

(b) When Developer is ready to submit its proposed final Concept Plan which Developer believes will be consistent with and achieve the Project Goals, Developer shall submit the same (including its proposed final Declaration of Covenants and Restrictions) to the City Parties with a cover letter or other transmittal advising the City Parties that the proposed final Concept Plan is being submitted as a “Proposed Final Concept Plan”. The City Parties agree to respond to such a request(s) for approval of the Proposed Final Concept Plan within forty-five (45) days after submission of the Proposed Final Concept Plan. In the event of any disapproval of such Proposed Final Concept Plan, the City Parties shall provide detailed reasons in written narrative form for the disapproval of the Proposed Final Concept Plan or component thereof, and shall continue to meet with Developer in an effort to agree upon a Final Concept Plan acceptable to the Parties, affording the Developer the opportunity to resubmit a revised Proposed Final Concept Plan(s) for reconsideration at any time prior to the expiration of the Exclusivity Period and City Parties shall continue to respond in the same timely manner as set forth herein.

The City Parties shall have the right to comment on, request revisions to and approve or disapprove the Concept Plan as described in subsection (a) above. Neither the City Parties nor the Developer shall be required to approve a Concept Plan if they conclude that it is not likely to achieve the Project Goals.

(c) Prior to approval of the Concept Plan, Developer shall furnish the City Parties with a partial lien waiver from any party having lien rights and/or an affidavit of payment

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from each member of the Project Team, that they have been paid in full for all services rendered up to and including the projected date of Concept Plan approval.

(d) Prior to approval of the Concept Plan by the City Parties, the Developer, and/or its Project Team shall furnish final written reports describing in detail the Concept Plan.

(e) The City Parties and the Developer shall each approve the Concept Plan in writing. Once approved, the Concept Plan shall be referred to herein as the “Final Concept Plan.” The Parties agree to use reasonable efforts to agree to amendments to the Final Concept Plan during the term of this Agreement, which may be required in order to have the Final Concept Plan reflect then current market preferences and shifts, potential tenancies, leasing and for sale components of the Project, conform to zoning requirements of the City of Bristol, and achieve the Project Goals. Any material changes to the Final Concept Plan must be approved by the City Parties and Developer, and such approval(s) must be sought prior to any requisite submission to the City land use boards or any other City, state, federal or other agencies or boards having jurisdiction over the Project for any Approval(s). Notwithstanding the foregoing, Developer shall have the right to commence and pursue applications for text changes to the City of Bristol zoning ordinances (but not applications for specific site plan approval) prior to approval of the Final Concept Plan.

(f) If a Final Concept Plan is not so approved within two (2) years after the Effective Date, then any Party may terminate this Agreement on notice to the others, and all rights and liabilities of the Parties shall terminate, except for obligations which specifically survive the termination of this Agreement.

2.07 Development and Construction Phasing . Prior to Final Concept Plan approval, Developer shall furnish the City Parties an initial proposed construction timeline and phasing schedule for the Project, with target dates for beginning and completing each element of the Project. Such construction timeline and phasing schedule shall be subject to the reasonable approval of the City Parties. The initial construction timeline and phasing schedule approved as part of the Final Concept Plan shall be known as the “Concept Project Schedule.” Subject to time limitations set forth elsewhere in this Agreement, Developer, in consultation with BDDC, will revise and update the Concept Project Schedule in order to reflect the impact on the projected time frame of factors not within Developer’s control. The Parties will use their reasonable best efforts to adhere to the Concept Project Schedule, as revised from time to time, insofar as it refers to matters for which each Party is responsible.

2.08 Infrastructure . Developer shall work together with the City Parties to estimate the costs of on-site and/or off-site infrastructure costs and the Parties will cooperate in an effort to seek, apply for and obtain grant monies for such costs. The City Parties will cooperate with and facilitate any Developer effort to plan, schedule and construct on-site and/or off-site infrastructure, including with other state and/or federal agencies; provided that nothing contained in this Agreement shall obligate any on-site and/or off-site infrastructure costs to be paid for by the City Parties. The provisions of this Section shall survive the closing of title of all or any portion of the Project.

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2.09 Developer’s Access to Property . Until Closing or any termination of this Agreement, the City, upon receipt of the Access Notice, as described below, shall afford access to the Property to Developer, its Project Team and its Consultants, subject to the rights of any tenants in possession of portions of the Property, for the purposes of performing certain due diligence hereunder. The City shall be notified at least two (2) business days in advance of the requested timing of any such entry and shall have the right to have a representative present for observation during any testing (the “Access Notice”). The Access Notice shall be in writing and sent to: Walter E. Veselka, P.E., Director of Public Works, City of Bristol, City Hall, 111 North Main Street, Bristol, CT 06011. A complete copy of any proposal for intrusive testing shall be provided to the City with the Access Notice for its approval prior to any intrusive work being commenced. Upon completion of any such activities, Developer shall restore the Property to substantially its condition prior to the commencement of such activities. Developer shall provide the City Parties with copies of all reports and studies based on such inspection or testing. Notwithstanding the above, any routine visits (“Routine Visits”) to the property for observation or informational gathering purposes, and not requiring any invasive testing or other procedures, shall not require any Access Notice.

2.10 Developer’s Insurance . Other than for Routine Visits, Developer agrees that prior to its entry onto the Property, Developer shall cause policies of comprehensive general liability insurance in at least the amounts set forth on Exhibit E attached hereto for, inspections, tests and surveys, to be in force for the benefit of and naming Developer and the City Parties as additional insureds. Developer shall also cause the parties performing certain services on the Property on the Developer’s behalf to obtain and furnish appropriate Certificates of Insurance to provide additional insured status to the Parties and to protect the Parties from any loss, cost (including, without limitation, reasonable attorneys’ fees), claim or damage caused by the parties performing said services on the Property. In addition, the provisions of Exhibit E hereto, concerning insurance and indemnity in connection with performance of work under this Agreement, are incorporated herein by this reference.

2.11 Indemnification . Developer shall indemnify, defend, protect, save and hold forever harmless the City Parties which shall include for purposes of this paragraph their officials, officers, employees and agents from and against all liabilities, obligations, claims, damages, penalties, causes of action, costs and expenses, including without limitation, court costs and reasonable attorneys’ fees and expenses, which the City Parties may incur, suffer or sustain, and for which the City Parties may become obligated or liable resulting from Developer’s exercise of its rights herein, including without limitation:

(a) Any injury to or death of persons or loss of or damage to the Property in connection with, or as a result of, any entry or entries upon, or use of, the Property by Developer, its Project Team, its Consultants or any of their respective employees, agents or independent contractors;

(b) The performance of any labor or services for the account or benefit of Developer in respect of the Property or the Depot Square Project; and

(c) Any failure on the part of Developer to perform or comply with the terms and conditions of this Agreement.

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Developer shall provide (at Developer’s option) one of the following with respect to the indemnification obligations pursuant to Section 2.09 of this Agreement:

(a) a guaranty in form and substance acceptable to the City Parties from a person or entity acceptable to the City Parties; or

(b) an unconditional and irrevocable letter of credit securing such indemnification obligations; or

(c) an escrow account to be pre-funded with amounts sufficient at all times to cover the aggregate remaining balance due pursuant to third party contracts entered into by Developer with respect to any work being performed by third parties contracted by Developer relative to work being performed pursuant to Section 2.09 herein.

Article 3. SALE OF THE PROPERTY .

3.01 Sale of the Property to Developer.

Once the Conditions to Closing, as defined below, have been satisfied, the City shall sell the Property, or a portion of the Property, to Developer. Upon the sale of the Property, or a portion thereof, to Developer, the following provisions shall apply:

(a) Purchase Price.

Subject to all terms of this Agreement, the City will sell the Property (or a portion of the Property acceptable to the City) to Developer, and Developer will purchase the Property (or such portion of the Property) from the City, for the Purchase Price (as defined below). The City shall have no obligation to convey all or any portion of the Property to Developer if there exists any breach of this Agreement by Developer.

(b) Appraisal Process.

(i) Selection of Appraisers. Within thirty (30) days after Final Concept Plan approval, Developer and the City shall select an independent appraiser to determine the Fair Market Value of the Property (or the applicable portion(s) thereof). If the City and Developer fail to agree upon a single appraiser they shall each select an appraiser and notify each other of their selection within forty five (45) days of Final Concept Plan approval. Within thirty (30) days thereafter, the Party selected appraisers shall select a third appraiser. All appraisers under this section must have MAI designation and demonstrable experience in appraising mixed-use developments of similar scale and shall agree to cooperate with each other throughout the appraisal process.

(ii) Fair Market Value Determination. The appraiser(s) shall cooperate with each other throughout the appraisal process, which shall commence not more than thirty (30) days from the date of all Approvals. Appraisers shall rely upon and utilize the following to determine Fair Market Value, as defined below, of the Property:

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(x) The Fair Market Value shall be the residual land value of the Property taking full account of all Project Costs, in accordance with the Uniform Standards of Professional Appraisal Practice (the “Fair Market Value”)

(y) Project hard costs shall be estimated by a third party independent construction cost estimating firm agreed upon by both Developer and the City Parties and Project soft costs shall be reasonable and commensurate with project soft costs for a mixed-use development of this scale.

(z) The appraiser(s) shall (a) utilize a rate of return on Project Costs that is commensurate with the development risks associated with the Project and that a developer and institutional financing partner(s) would require to execute the Project and (b) shall assume that such rate of return should increase to reflect the time value of Project Costs and market absorption to the extent realization of the appropriate return is delayed by circumstances not the result of Developer’s fault or neglect.

(c) Funding Opportunities. To maximize the residual land value, (a) the Parties shall work together to secure any available local, State and/or Federal grants or other funding opportunities for on-site and off-site infrastructure, environmental remediation and any other funding opportunities applicable to the Final Concept Plan and the Project, and (b) consider enhancements to the Final Concept Plan.

(d) Submission of Values. Within one hundred and twenty (120) days after the appraisal commences, the Party selected appraiser(s) shall submit its/their written estimates of the Fair Market Value of the Property assuming that the Property is to be developed in accordance with the Final Concept Plan which has received all required Approvals.

(e) Determination of Fair Market Value. If two Party selected appraisers are determining Fair Market Value, they shall compare their estimates and if such estimates differ by ten percent (10%) or less of the higher value, the Fair Market Value shall be the average of such estimates. If they differ by more than ten percent (10%) of the higher value, the third appraiser shall be given sixty (60) days to select one of the two estimates of Fair Market Value. The third appraiser may not select any other value. The decision of the third appraiser shall be binding upon the Parties.

(f) Purchase Price. The purchase price for the Property (“Purchase Price”) shall be the greater of either:

(i) the Fair Market Value of the Property (or portion thereof) being purchased as determined pursuant to this Section 3.01; or

(ii) the sum of Two Million One Hundred Thousand ($2,100,000.00) (referred to herein as “Minimum Purchase Price,” which Fixed Purchase Price has been computed based upon a mixed use development having a minimum of the following: (w) 750 residential units; (x) 60,000 square feet of retail space; (y)

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50,000 square feet of office space; and (z) a 100 key hotel (the “Program Mix”), and amenities inclusive of sufficient parking associated with the Program Mix.

If Developer presents a Program Mix equal to or greater than that set forth in subsection (ii) above, and the City Parties approve the Final Concept Plan for such a Program Mix, the Minimum Purchase Price will be $2,100,000. If the Developer presents a Program Mix equal to or greater than that set forth in subsection (ii) above, and the City Parties require Developer to reduce the density of any component of the Project Mix in order to obtain approval of the Final Concept Plan, the Minimum Purchase Price shall be reduced by the following: (a) two thousand five hundred dollars ($2,500) per reduced residential unit; (b) one thousand dollars ($1,000) per reduced hotel unit; and (c) one dollar ($1.00) per square foot for any reduced square footage for commercial office and retail space.

3.02 Payment of Purchase Price .

` (a) The Purchase Price, or portion thereof, shall be paid by wire transfer to the City simultaneously with the delivery of the Deed conveying the Property, or portion thereof, to Developer.

(b) In the event of sale of a portion of the Property, the Purchase Price shall be prorated based upon a fraction, the numerator of which is the total number of Developable Acres in the portion of the Property being conveyed, and the denominator of which is the total number of Developable Acres in the Depot Square Project.

Article 4. CONDITIONS TO CLOSING .

Each of the conditions in this Article are Closing Conditions.

4.01 Approval of the Final Concept Plan . The Final Concept Plan and any proposed modifications shall have been approved by the City Parties and Developer as contemplated and required under Article 2 hereof.

4.02 Third Party Approvals . The Developer shall have secured approval of a Master Concept Site Plan, as proposed by amendment, as necessary, to the applicable Planning and Zoning regulations of the City of Bristol necessary to develop the Project contemplated by the Final Concept Plan, as may be modified by the Parties, and shall have obtained all Approvals necessary to construct and develop the portion of the Property which is the subject of the closing. The City, as owner of the Property, shall execute any applications for such Approvals. No Approval shall be deemed to have been obtained until all rights to challenge, appeal or review, or otherwise deny the applicant the benefits thereof, have expired or been resolved resulting in such Approval remaining in full force and effect.

4.03 Financing, Leasing and Development Plan . A financing, leasing and development plan shall have been presented by the Developer, or a transferee of Developer approved pursuant to the provisions of Article VI of this Agreement, and approved by the City Parties, said approval not to be unreasonably withheld or delayed, showing sources of funding sufficient to cover all applicable Project Costs, or such portion of the Project as the Parties may agree to be developed in phases within the time frames contained in the Final Concept Plan and

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this Agreement. Developer shall provide evidence satisfactory to the City Parties that it has completed any supplemental environmental studies that would indicate the need to perform any additional environmental remediation and a plan for the performance of said work, that Developer’s financing shall close simultaneously with the acquisition of any portion of the Project and confirmation that Developer is prepared to commence construction within a reasonable time frame following the closing. For purposes of this Agreement, the words “commence construction” or “commencement of construction” shall mean that construction plans have been finalized, building permits for the relevant portion of the Project have been issued and Developer has provided documentation to the reasonable satisfaction of the City Parties confirming that Developer will commence construction of the applicable portion of the Project within a reasonable time frame after closing and diligently and continuously pursue construction of the relevant portion of the Project to completion. “Commencement of construction” shall mean that substantial and continuous construction activities shall be taking place at the Project and in the ground, and shall be more than minor site work or ground-breaking. For purposes of this Section, “reasonable time frame following the closing” shall mean that a building permit has been applied for and issued and that construction is reasonably anticipated to commence within ninety (90) days after the closing.

4.04 Off-Site Infrastructure . The City and/or Developer shall have obtained all property rights necessary for the construction of any Off-Site Infrastructure required for development of the Project, or such portion of the Project as the Parties may agree to be developed in phases, as contemplated by the Final Concept Plan, and funding shall be in place or committed to enable completion of the Off-Site Infrastructure. The City has authorized its grant administrator to assist Developer in pursuing potential grants for necessary infrastructure and/or utility improvements.

4.05 Determination of Purchase Price . The Purchase Price of the Property, or portion thereof, shall have been determined in accordance with the provisions of Article 3 of this Agreement.

4.06 Minimum Requirement for First Purchase . The City shall not be required to close on any portion of the Property unless at the time of the initial closing the Developer purchases a portion of the Property on which Developer, or any strategic partner or other participants as described in Section 6.01 herein, is to construct not less than: (a) two hundred (200) residential units; (b) ten thousand (10,000) square feet of retail/restaurant space, and (c) any amenities including sufficient parking associated with subsections (a) and (b), in accordance with the approved Final Concept Plan.

Article 5. CONVEYANCE OF PROPERTY .

The following provisions shall apply to a conveyance of the Property, or portion thereof, by the City to the Developer:

5.01 Form of Deed . The City shall convey to Developer title to the Property by a Quit Claim deed (the “Deed”). The Deed will include exceptions for the following:

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(a) Rights of the grocery store tenant and post office, if such tenants remain in possession as of the date of transfer of title; and

(b) Use restrictions as set forth in this Agreement.

If requested by the City, but not as a title exception, Developer acknowledges and agrees that it will permit the City to continue to use parking on any portion of the Depot Square Project not yet conveyed to Developer to the extent reasonably feasible and safe during the course of construction in locations which will not interfere with Developer’s construction which determination shall be made in Developer’s reasonable discretion. The City shall not be restricted in its use of the Property prior to the Initial Closing Date.

The City represents that the leases to the grocery store tenant and the post office parking lease are the only leases (written or oral), currently in effect with respect to the Property. The City agrees, (i) not to modify the existing lease with the grocery store tenant in a manner such that the grocery store lease would not be terminable on ninety (90) days or less written notice; (ii) not to modify the existing lease with the post office in such a manner that such lease would not be terminable on ninety (90) days or less written notice, (iii) not to enter into any additional leases with respect to the Property during the term of this Agreement which are not terminable on ninety (90) days or less written notice, and (iv) further agrees not to enter into any contracts or agreements, other than basic maintenance contracts which would not survive the closing of title or entry into a ground lease, during the term of this Agreement. Furthermore, if the Developer reasonably determines that a continuation of the grocery store lease or the post office lease would create an unsafe condition for areas around the portion of the Property to be conveyed, City agrees to terminate those leases that affect those portions of the Property to be conveyed, as provided below in this section.

Nothing contained herein shall restrict the City from continuing to use and entering into temporary leases or license agreements with respect to portions of the Property not transferred or leased to Developer for seasonal and temporary uses, including without limitation, for farmers’ markets, carnivals and other civic events, provided that such temporary leases or license agreements shall not interfere with Developer’s construction, nor create any unsafe conditions, which determination shall be made in Developer’s reasonable discretion. Notwithstanding anything to the contrary contained in this Agreement, if the leases for the grocery store tenant, the post office parking or any other temporary leases or license agreements as stated above remain in force as of the date all Closing Conditions as to the portion of the Property affected by such leases, temporary leases or license agreements have been satisfied by Developer, at Developer’s option, the City agrees to terminate such lease(s), temporary leases or license agreements and obtain possession of such portion of the Property free of such lease(s), temporary leases or license agreements in an expeditious manner. If such tenants or other occupants have not vacated the portions of the Property occupied by them as of the scheduled date of Closing of such portion of the Property, Developer shall have the right, but not the obligation, to delay the Closing of the affected portion of the Property until such unappealable rights of possession have been terminated and such portion of the Property is vacant.

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5.02 Title Examination .

Developer shall promptly order a Title Report from any reputable Connecticut title insurer and shall give a copy to the City Parties once it is complete. For information purposes only and without representation or warranty of any kind, a listing of encumbrances which the City Parties believe currently encumber the Property is attached hereto as Exhibit G. Within ninety (90) days after the Scope of Studies Approval Date, Developer shall furnish the City Parties written notice of any objections to title as of the date of such Title Report. No lien related to work performed by Developer pursuant to this Agreement shall be deemed to be an objection to title. Any matter not mentioned in the aforesaid notice shall not thereafter be deemed to affect the marketability or insurability of title. The Developer shall afford the City a reasonable time (which shall be deemed to be a period of not more than sixty (60) days from the date written notice of any defect is delivered by the Developer to the City) to cure or correct any defects or objections to title. In the event City is unable or unwilling to cure such defects or objections to title, the Developer shall have the option either of accepting such title as the City can convey or of rescinding this Agreement; and if the Developer shall elect to rescind, then this Agreement shall then be terminated without any loss, cost, damage, right or remedy in favor of any party against the other. The City shall remove any voluntary encumbrances or liens, or any involuntary encumbrances or liens not exceeding the amount of $1,000,000 first arising after the date of Developer’s notice, and the City shall be given a reasonable time to remove the encumbrance by payment, bonding or otherwise. Reasonable time shall be deemed a period not to exceed sixty (60) days from the date written notice of the encumbrance is given to the City. It is mutually understood and agreed that no matter shall be construed as an encumbrance or defect in title unless so construed pursuant to the Standards of Title of the Connecticut Bar Association. In the event that an involuntary encumbrance or lien exceeding the amount of $1,000,000 or in an undetermined amount anticipated to exceed $1,000,000 arises after the date of Developer’s notice, the City shall be given a reasonable time to determine if it is able and willing to remove such encumbrance or lien. If the City is unable or unwilling to remove such encumbrance or lien, or if the City is unable to remove such encumbrance or lien after attempting to do so, Developer shall have the right to: (i) proceed to closing subject to any such lien amount greater than $1,000,000; (ii) terminate this Agreement; or (iii) to delay the Initial Closing for a period of up to the lesser of (x) the date which is ninety (90) days after the involuntary encumbrances or liens have been removed; or (y) the date which is three (3) years after the date on which Developer gave written notice of the encumbrance to the City. Subject to the limitations contained herein, the City agrees that it shall diligently pursue the removal of any involuntary encumbrances or liens against the Property which are frivolous or otherwise designed to delay of impede the ability of the Parties to close title to the Property as contemplated. In the event of termination, the City shall reimburse Developer for its actual documented customary and reasonable internal expenses and expenses to third parties not to exceed the amount of $1,000,000 and all rights and liabilities of the Parties, other than obligations which specifically survive the termination of this Agreement, shall terminate.

5.03 Use Restrictions . No portion of the Depot Square Project shall be used or occupied, or be permitted to be used or occupied, in a manner which would: (i) result in more than 20% of the Property or more than 20% of the value thereof being fully exempt from municipal real property taxes (except as a result of use by the City or as the City may otherwise agree) This restriction shall not be deemed to apply to any occupancy which is fully exempt from

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taxation but for which the City of Bristol receives a payment in lieu of taxes, or other financial reimbursement from the State of Connecticut, the United States Government, or is otherwise compensated for taxes through other statutory means; (ii) cause or permit the Property or any portion thereof to be used for the sale or display of any material which is obscene or pornographic under prevailing community standards.

5.04 Survey . The City Parties have furnished copies of any survey(s) and legal descriptions of the Property in their possession or accessible to City Parties. Developer shall be responsible for engaging a surveyor to perform any required additional surveys and/or updates.

5.05 Time and Place for Delivery of Deeds . Closing(s) shall take place at the City of Bristol, City Hall within ninety (90) days after the latest of the date on which (i) Developer receives all Approvals and all Closing Conditions are satisfied and the Purchase Price has been determined pursuant to Article 3 hereof, and (ii) the City possesses and is able to convey the state of title required hereunder, free and clear of any claims, liens, restrictions or encumbrances which could prevent, restrict or delay construction of the Project in accordance with the Final Concept Plan, or such other earlier date or location as the Parties agree (the “Closing”). No waiver of any of the Closing Conditions shall be permitted unless agreed to by the affected Party.

5.06 Recording of Deed . Developer shall promptly file the Deed(s) for recording with the Bristol City Clerk’s Office.

5.07 Title Insurance and Other Closing Costs. Developer shall pay for its own title insurance policy, and all costs incurred by it in connection with the purchase of the Depot Square Project. Each party shall be responsible for its own attorneys’ fees.

5.08 Condition of Property .

(a) Developer specifically acknowledges that City Parties make and have made no representation or warranty, expressed or implied, as to the Project or its fitness for use for any particular purpose, condition or durability thereof, or that it will be suitable for Developer’s purposes. Developer acknowledges that neither the City Parties nor any of their respective agents or representatives, has made any representations or held out any inducements to Developer, and the City Parties hereby specifically disclaim any representation, oral or written, past, present or future, other than those specifically set forth in this Agreement. Without limiting the generality of the foregoing, Developer has not relied on any representations or warranties, and neither the City Parties nor any of their respective agents or representatives has or is willing to make any representations or warranties, express or implied, other than as may be expressly set forth herein, as to (i) the status of title to the Property; (ii) the availability of financing for the purchase, construction, rehabilitation or operation of the Property from any source, including, without limitation, any government authority or any lender; (iii) the current or future use of the Property; (iv) the present or future structural and physical condition of the building located on the Property, its suitability for rehabilitation or renovation, or the need for expenditures for capital improvements, repairs or replacements thereto; (v) the environmental conditions of the Property; (vi) the status of the real estate market in which the Property is located; (vii) the actual or projected income or operating expenses of the Property; or (viii) the

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willingness or ability of any adjoining or nearby property owner to relocate to or from adjacent or nearby parcels. Developer hereby waives any and all objections to or claims with respect to any and all physical characteristics and existing conditions of the Property, including, without limitation, subsurface conditions and any Hazardous Substances, as defined in Exhibit C attached hereto, in, at, on, under or related to the Property, whether such objections or claims arise under environmental laws, contract, tort, strict liability, common law, federal or state statute (as now or hereinafter may be enacted) or any other theory of recovery, legal or equitable, as to City. Developer further acknowledges and agrees that the Property is to be sold and conveyed to, and purchased and accepted by, Developer in its present condition, “AS IS” and “WHERE IS” and with all faults, with the existing grocery store building on the Property, and Developer hereby assumes the risk that past, present or future physical characteristics, subsurface conditions and environmental conditions may not have been revealed by its inspection or investigation.

(b) Developer acknowledges that the City Parties have used (and will continue to use) good faith efforts to provide the Developer with the necessary information the opportunity for full and complete investigations, examinations and inspections of the Property. Developer acknowledges and agrees that (i) the Property information delivered or made available to Developer and Developer’s representatives by the City Parties or any of their respective agents or representatives may have been prepared by third parties and may not be the work product of the City Parties or any of their respective agents or representatives; (ii) neither the City Parties nor any of their respective agents or representatives has made any independent investigation or verification of, or has any knowledge of, the accuracy or completeness of, the Property information; (iii) the Property information delivered or made available to Developer and Developer’s representatives is furnished to each of them at the request, and for the convenience of, Developer; (iv) Developer is relying solely on its own investigations, examinations and inspections of the Property and those of Developer’s representatives and is not relying in any way on the Property information furnished by the City Parties or any of their respective agents or representatives; and (v) the City Parties expressly disclaim any representations or warranties with respect to the accuracy or completeness of the Property information and Developer releases the City Parties and their respective agents or representatives, from any and all liability with respect to the condition of the Property. The City Parties shall have no obligation to perform any work to improve or prepare the Property for development in any way.

5.09 Environmental Matters . Developer shall perform any and all additional testing desired by it at any time during the term of this Agreement. Environmental reports currently available to the City Parties indicate that the Property is not an “establishment” under Connecticut law. As set forth in Section 5.08 above, Developer shall take the Property “as is” subject to all environmental conditions, and shall have no recourse whatsoever to or against the City Parties with respect to environmental conditions, which shall be the sole responsibility of Developer. Developer shall be solely responsible for, and shall pay all costs incurred in the performance of, any and all on-site or off-site investigation, mitigation, containment, abatement, demolition, removal, disposal and post-remedial and other monitoring activities relating to environmental conditions as necessary to bring the Property, together with the existing building and improvements thereon, both above and below ground, and any other property affected by any Release at or from the Property, into compliance with all applicable environmental laws, including the Transfer Act, as defined in Exhibit C attached hereto, if it is hereafter determined that all or any portion of the Property is an “establishment”, as defined in the Transfer Act. The

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Parties acknowledge that Developer will have the right to terminate this Agreement if Developer’s environmental due diligence reveals environmental conditions which Developer reasonably believes will adversely affect its ability to develop the Depot Square Project.

Article 6. ASSIGNMENT AND TRANSFER .

6.01 Requirements for Assignment or Transfer of Membership Interests . The City Parties acknowledge that Developer may bring in a strategic partner or other participants to construct or develop portions of the Depot Square Project. Developer represents and agrees for itself, its members, and any successor in interest of itself and its members, respectively, that prior to substantial completion of the improvements depicted on the Final Concept Plan, neither Developer, nor any members or managers of Developer, shall assign, transfer or convey, 50% or more of their respective right, title or interest in this Agreement, in all or any portion of the Project or in the Developer or its manager, nor shall enter into any operating, partnership, co-development or similar agreement however entitled, which would or could result in the removal of Donald Monti or an entity controlled by Donald Monti (“Donald Monti”) as the managing member or loss of voting control, without the express prior written consent of the City Parties, which consent shall not be unreasonably withheld or delayed. In determining said reasonableness standards, the City Parties shall consider the financial capabilities, reputation, experience and expertise of the proposed assignee, transferee or grantee (as the case may be). Developer acknowledges that is of utmost importance to the City Parties that Developer be leading and actively involved in the Project, and that Donald Monti be the managing member of the Developer, with sufficient voting rights to effect all day to day operating decisions and with not less than 50% voting rights as to all other decisions. Any approved assignee of this Agreement shall assume the obligations of Developer under this Agreement in writing, and any approved assignee of a portion of the Depot Square Project shall assume the Developer’s obligations as to such portion of the Project in writing, and an original of any such assignment and assumption agreement shall be delivered to the City Parties. The Developer shall provide the City Parties with excerpts from any Operating Agreements or other agreements entered into with any other party sufficient for the City Parties to confirm that Donald Monti remains the managing member of such entity and that voting control is structured such that Donald Monti cannot be removed as managing member other than for cause. In the event of death or incapacity of Donald Monti or removal of Donald Monti (collectively, “Manager Cessation Event”), the Developer shall immediately appoint a successor manager to carry-on the day to day activities of the Developer. Developer shall identify its proposed successor manager to the City Parties within ninety (90) days after any such death, disability or removal for cause and the City Parties shall have the right to approve the successor manager, which approval shall not be unreasonably withheld or delayed. In the event such approval is not granted within ninety (90) days after the date of Developer’s identification of its proposed successor manager, Developer shall have the right to resubmit an alternate successor manager to the City Parties and the City Parties shall have the right to approve the alternate successor manager, which approval shall not be unreasonably withheld or delayed. In the event such approval is not granted within ninety (90) days after the date of Developer’s identification of its proposed alternate successor manager, this Agreement shall terminate at the option of the City Parties. Notwithstanding the above, at any time during the term of this Agreement, and prior to a Manager Cessation Event, Developer shall have the right to submit the name of a successor manager to the City Parties for approval, and the Parties shall respond in the same time frame and manner as stated above, except that there shall

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be no limitation as to the number of times Developer may submit a successor manager name for approval by City Parties, until such time as City Parties approve successor manager. It is understood between the Parties that if City Parties approve a successor manager prior to a Manager Cessation Event, City Parties may, at City Parties’ option, require a re-approval of successor manager, if City Parties, in their reasonable discretion, determine such need for re-approval after a Manager Cessation Event. Any request for approval of a successor manager shall be accompanied by supporting financial and background information regarding the proposed successor manager. Notwithstanding the foregoing, the City Parties shall not be required to pre-approve a successor manager prior to a Manager Cessation Event until after the date on which until the Developer submits its Concept Plan pursuant to Section 2.04 of this Agreement.

Article 7. TERMINATION AND REMEDIES .

7.01 In General . Except as otherwise provided in this Agreement, upon any default in or breach of this Agreement by any Party (or successor) hereto, such Party (or successor) shall, upon written notice from the other, proceed promptly to commence to cure such default or breach, within sixty (60) days from the receipt of such written notice. If such action is not taken or diligently pursued, or the default or breach is not cured or remedied within such sixty (60) day period, or if such default is not reasonably capable of cure within such 60 day period, for such longer period as may be reasonably required for the cure thereof provided the defaulting party promptly commences and diligently pursues such cure, the non-defaulting or non-breaching Party may (a) institute such proceedings as it may elect to cure and remedy such default or breach, (b) exercise any right it may have to terminate this Agreement, or (c) seek specific performance by the Party in default or breach of its obligations. Notwithstanding the foregoing, the cure periods contained herein shall not apply to the Milestones regarding submission of the Concept Plan pursuant to Section 2.04, submission of the Project Plan as required pursuant to Section 1.04, the approval of the Final Concept Plan pursuant to Section 2.06 of this Agreement or the Outside Commencement of Construction Date pursuant to Section 7.02D of this Agreement, in which event any applicable provisions of those Sections shall apply.

7.02 Termination by Any Party Prior to Conveyance .

7.02 A. Termination by Any Party Prior to Conveyance. In the event (i) a Final Concept Plan is not approved within two (2) years after the Effective Date as specified in Section 2.06(f), or (ii) a Closing of a purchase or lease of all or a portion of the Property does not occur within forty eight (48) months from the Effective Date, except by reason of a default by a City Party and subject to extension with respect to Approvals as set forth in Section 7.02 B but not for any other reason, including Force Majeure, as defined in Exhibit C attached hereto (the “Initial Closing Date”), unless such dates have been extended by a modification signed by all Parties, then either Developer, or the City Parties, may terminate this Agreement by written notice to the other Parties.

7.02 B. Delay for Appeals. Notwithstanding the foregoing, if the Final Concept Plan has been approved and Developer has obtained all required Approvals, but one or more appeals of any Approval(s) or denial of any Approval are pending as of the Initial Closing Date, then, provided Developer continues to diligently prosecute or defend any such appeal(s), the Initial

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Closing Date shall be extended until the date which is ninety (90) days after the date on which any such appeal(s) is concluded in favor of Developer. If the final judgment in any such appeal(s) is against Developer, then either Developer, or the City Parties, may terminate this Agreement by written notice to the other Parties. If the Initial Closing Date is extended as a result of delay relating to any appeal(s) of any of the Approvals, the Subsequent Closing(s) shall be extended for a period of time equal to the extension of the Initial Closing Date.

The City Parties agree to cooperate with Developer, in its efforts to diligently prosecute or defend any appeal(s) of Approvals provided that such Approvals were consistent with the Project Goals and the Final Concept Plan.

7.02 C. Termination by any Party After Initial Closing: In the event the Initial Closing has occurred for a portion, but not all of the Property, and a closing of a subsequent portion(s) of the Property (a “Subsequent Closing(s)”) does not occur within twelve (12) months after the Initial Closing Date, or if the next closing does not occur within twelve (12) months after the previous Subsequent Closing(s), then either Developer, or the City Parties, may terminate this Agreement by written notice to the other Parties, provided however that (i) if the Developer has adhered to the Concept Project Schedule but closing is delayed because the Developer has obtained Approvals or has been denied Approvals for a recognized phase of the Final Concept Plan, as may be amended, necessary for a Subsequent Closing(s), but is prosecuting or defending any appeal(s) from any such Approval/denial as described in Section 7.02 B, the Developer shall be entitled to an extension as provided therein until favorable resolution of any such appeal(s); the Developer shall be entitled to an extension of the applicable Subsequent Closing(s) dates until the date which is ninety (90) days after the date on which any such appeal(s) is concluded in favor of Developer. If the judgment in the appeal of any such Approval/denial is unfavorable to Developer, and more than twelve (12) months has passed since the Initial Closing Date or the date of the previous Subsequent Closing, either Developer or the City Parties shall have the right to terminate this Agreement.

7.02 D. Outside Date for Commencement of Construction. If commencement of construction has not occurred within five (5) years from the Effective Date, for any reason except for an appeal of an Approval as noted below, including without limitation, Force Majeure, any Party shall have the right to terminate this Agreement upon written notice to the other, whereupon all rights and liabilities of the Parties shall terminate except for indemnification or other obligations which specifically survive the termination of this Agreement; provided however that if issuance of a building permit or commencement of construction is delayed because the Developer has obtained Approvals for the first recognized phase of the Final Concept Plan, as may be amended, but Developer is prosecuting any appeal(s) from any such Approval as described in Section 7.02 B, then provided Developer continues to diligently prosecute any such appeal(s), Developer shall be entitled to an extension of the deadline for commencement of construction until the date which is ninety (90) days after the date on which any such appeal(s) is concluded in favor of Developer. The outside date for commencement of construction shall not be extended for appeals of denials of any Approval.

7.02 E. Post Termination Rights: Provided the Parties were within their rights to terminate this Agreement as set forth this Article 7, upon written notice of termination all rights

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and liabilities of the Parties shall terminate and be at an end except for indemnification or other obligations which specifically survive the termination as provided in this Agreement.

7.03 Termination by the City Parties prior to Conveyance .

In the event that:

(a) Developer transfers any of its rights, title and interest in the Agreement, the Project, or the Developer except as provided in Article 6.01 above; or

(b) Developer fails to perform services or meet Milestones set forth in this Agreement or fails to perform any of Developer’s other material obligations under this Agreement, and commencement to cure such failure shall not have begun within sixty (60) days after demand by the City Parties, then the City Parties may terminate this Agreement by notice to Developer; or

(c) Developer does not pay the Purchase Price as and when required, and provided in such case, the City Parties are not then in default of any of their material obligations hereunder; then the City Parties may terminate this Agreement by notice to Developer. In the event of termination as a result of Developer default, all Studies and other due diligence materials prepared by Developer and the Project Team not previously delivered to the City Parties, shall be delivered to the City Parties; or

(d) Developer or any principal of Developer or its manager files for bankruptcy, or is declared bankrupt during the term of this Agreement,

then the City Parties may terminate this Agreement by notice to the Developer.

7.04 Rights and Remedies Cumulative . The rights and remedies of the Parties shall be cumulative, and the exercise of any one or more of such remedies shall not preclude the exercise of any other remedies by the other Party. No waiver by any Party with respect to the performance of any obligation of another Party or any condition to its own obligation under this Agreement shall be considered a waiver of any other rights of the Party making the waiver.

Article 8. ADDITIONAL COVENANTS .

8.01 Covenant of Good Faith and Fair Dealing . This Agreement is subject to the covenant of good faith and fair dealing implied in all contracts made in Connecticut. That obligation is best understood simply as excluding behavior inconsistent with, and requiring action consistent with, common standards of decency, fairness and reasonableness, and with the Parties’ agreed-upon common purposes and justified expectations.

8.02 Force Majeure and Other Delay . Except as otherwise provided in this Agreement, whenever a time is prescribed for action to be taken by any Party, it shall not be liable or responsible for, and there shall be excluded from the computation of such period of time the duration of any delays due to events of Force Majeure, as defined in Exhibit C attached hereto. Whenever a Party’s performance is dependent in any measure on the performance of another Party to this Agreement that is not timely or that is otherwise delayed, the time for

22

DRAFT 5-10-10

completion of the performance required of the dependent Party shall be extended for a period equal to the duration of such delay.

Article 9. MISCELLANEOUS .

9.01 Governing Law; Jurisdiction . This Agreement and the rights of the Parties shall be construed and governed by the laws of the State of Connecticut without regard to principles of conflicts of laws. Each Party submits to personal jurisdiction in the State of Connecticut in any action or proceeding arising out of this Agreement and hereby agrees that personal jurisdiction over each Party in any such action or proceeding may be obtained in any court in Connecticut and that any process in any such action or proceeding may be served upon each Party by registered or certified mail to or by personal service at the last known address of each such party.

9.02 Further Assurances . The Parties hereto agree to make, execute and deliver all further instruments and documents reasonably necessary or proper to fully effectuate the terms, covenants and provisions of this Agreement; provided that no increased or monetary obligations are imposed on either of the City Parties.

9.03 Entire Agreement; Modifications . This Agreement (together with any schedules and exhibits hereto), sets forth the entire agreement and understanding of the Parties in respect to the subject matter hereof and supercedes all prior agreements (written or oral), arrangements, negotiations or understandings and shall inure to and bind the successors and assigns of the respective parties hereto, and shall not be modified or supplemented, except by an instrument in writing signed by the Parties.

9.04 Partial Invalidity; Headings . If any term of this Agreement shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement shall be valid and enforceable to the fullest extent permitted by law. The headings of the Paragraphs of this Agreement have been inserted for convenience of reference only and shall not constitute a part hereof.

9.05 Notices . Except for Access Notices, all notices under this Agreement (“Notices”) shall be in writing and shall be delivered either personally (receipt acknowledged), or by recognized overnight courier service (delivery charges pre-paid for next business day delivery and receipt confirmed) and addressed to the Parties at the addresses first written above and shall be deemed served on the date of delivery or the date of refusal as shown on a return receipt as the case may be, if hand delivered with proof of delivery, or the next business day, if sent by overnight courier, as the case may be. Notices may be provided by the Parties’ attorneys without the signature of the Parties themselves. Copies of Notices to BDDC shall be simultaneously sent to: Levy & Droney PC, 74 Batterson Park Road, Farmington, CT 06032 Attention: David M. Sheridan, Esq.; and copies of Notices to the City shall be sent simultaneously to City Hall, 111 North Main Street, Bristol, Connecticut 06010, Attention: City Clerk, with an additional copy to the Corporation Counsel’s Office at the same address; and copies of Notices to Developer shall be simultaneously sent to: Furey, Donovan, Tracy & Daly PC, 43 Belleview Avenue, Bristol CT 06011, Attention: Timothy W. Furey, Esq.

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DRAFT 5-10-10

9.06 Conflict of Interests; Members and Representatives Not Individually Liable. No member, official, agent or employee of the City Parties shall have any personal interest, direct or indirect, in this Agreement, nor shall any such member, official, agent or employee participate in any decision relating to this Agreement which affects his personal interests or the interests of any corporation, partnership, or association in which he is, directly or indirectly, interested. No member, official, or employee of the City Parties shall be personally liable to the Developer, or any successor and no member, manager, agent or employee of Developer shall be personally liable to the City Parties, or any successor in interest in the event of any default or breach by the Party for which such person or entity acts or for any amount which may become due to the other Party or successor or on account of an obligation arising under the terms of this Agreement.

9.07 Agents and Brokers . The Parties hereto represent to each other that none of them has dealt with an agent or a broker in connection with this transaction and that there is no agent or broker entitled to a commission of any kind as the result of this transfer. In the event either Party has caused or suffered anything to be done which give rise to a claim of a commission by an agent or broker, said Party so responsible shall indemnify and hold harmless the other Party from said claim, including reasonable attorneys fees incurred by said other Party in defense of such claim. The provisions of this Section shall survive the closing of title or other termination of this Agreement.

9.08 Code of Ethics . The Developer agrees to comply with all the provisions of Article V Code of Ethics and Ethics Board as contained in the Bristol Code of Ordinances Section 2-124, et seq., the provisions of which are attached hereto as Exhibit H and are hereby made a part of this Preferred Developer Agreement.

9.09 No Limitation on Governmental Functions of the City of Bristol . The Parties acknowledge that the City of Bristol is a municipal corporation organized under the laws of the State of Connecticut operating pursuant to its Charter and that no representation, warranty, Consent, Approval or Agreement in this Preferred Developer Agreement by the City Parties, nor the exercise of any of the City’s rights, powers or duties in connection with its governmental functions, will waive any immunities granted to the City of Bristol that it may have pursuant to law. The Parties further agree that the execution of this Preferred Developer Agreement by the City of Bristol shall not constitute satisfaction of any requirements or approval by the Planning Commission, Zoning Commission, Board of Zoning Appeals, Inland Wetlands Commission, other Land Use Board, Building Department or Code Enforcement activity.

9.10 Non-Liability of City Officials or Developer Members . No Official of the City Parties, or any of their respective employees, agents or representatives, whether acting in a professional or governmental function of the City Parties or otherwise shall be personally liable to the Developer for any action taken in his or her capacity as any official, employee, agent or representative of either of the City Parties in the event of any alleged breach by either of the City Parties or by any other obligation under or by reason of this Preferred Developer Agreement. No member of the Developer, or any of its respective employees, agents or representatives, shall be personally liable to the City Parties for any action taken in his, her or its capacity as a member, employee, agent or representative of Developer in the event of any alleged breach by Developer or by any other obligation under or by reason of this Preferred Developer Agreement.

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DRAFT 5-10-10

9.11 Plans and Specifications . In the event that the City Parties and the Developer do not conclude this Agreement pursuant to Article 5, and provided further that the City Parties are not under default in the performance of any obligations of the City Parties under any terms of this Agreement after written notice and a reasonable opportunity to cure any alleged default, the Parties agree that all designs, documents, deliverables, and work product developed, including, but not limited to, tracings, drawings, estimates, plans, specifications, investigations, studies and other documents and intellectual property, completed or partially completed, shall be the property of the City, to be used as City desires without restriction on future use by the City and that the Developer conveys, transfers and assigns jointly to the City all rights under the Federal Copyright Act of 1976 (or any successor copyright statute), as amended, all common law copyrights and all other intellectual property rights acknowledged by law in the Project designs, documents, deliverables and work product developed in connection with the Depot Square project. The Developer further agrees to obtain letters or agreements from the originators of any of the materials described in this Section consenting to delivery of any such materials to the City and consenting to use of such materials by or on behalf of the City.

9.12 Recordation of Notice of Agreement . Within thirty (30) days after the Effective Date, upon request by Developer, the Parties shall execute and deliver a Notice of this Agreement in recordable form for recording on the Bristol Land Records; provided however, that Developer shall execute and deliver a Termination of the Notice of Agreement to be held in escrow by Corporation Counsel for the City of Bristol. Developer acknowledges and agrees that such Termination may be released and recorded on the Bristol Land Records upon termination of this Agreement in accordance with the terms of Article 7 hereof.

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DRAFT 5-10-10

IN WITNESS WHEREOF, each of BDDC and the City has caused this Agreement to be duly executed in its name and on behalf of its Chairman and Mayor, respectively, and Developer has caused this Agreement to be duly executed in its name and behalf, on and as of the date first above written.

Signed in the presence of: RENAISSANCE DOWNTOWNS AT BRISTOL LLC

____________________________ By: Nu-Horizons Management Corp.,Its Manager and Sole Member

____________________________ By:___________________________Name: Donald MontiTitle: President and Sole Shareholder

Signed in the presence of: BRISTOL DOWNTOWNDEVELOPMENT CORPORATION

__________________________ By:________________________________Frank Johnson, Chairman

__________________________

Signed in the presence of:

__________________________________

__________________________________

THE CITY OF BRISTOL

By________________________________ Arthur J. Ward, Mayor

This Agreement was approved by vote of the City Council of Bristol, Connecticut on the _____ day of ________ 2010.

____________________________________Therese Pac, City Clerk

[Signature Page to Preferred Developer Agreement]

DRAFT 5-10-10

Approved as to Form and Technical Content:

CORPORATION COUNSEL

By________________________________

Edward C. Krawiecki, Jr.

Approved as to Appropriations:

By_________________________________

Richard Miecznikowski

27

DRAFT 5-10-10

EXHIBIT A

TO

DEPOT SQUARE


LEGAL DESCRIPTION

DEPOT SQUARE PROJECT

That certain piece or parcel of land situated in the City of Bristol, County of Hartford and State of Connecticut together with the buildings and all other improvements thereon, located on the easterly side of North Main Street, the northerly side of Riverside Avenue and the westerly side of Main Street, and shown on a map entitled, “EXISTING BUILDING LOCATION SURVEY LOT “C” – NORTH MAIN STREET, RIVERSIDE AVENUE AND MAIN STREET CITY OF BRISTOL CONNECTICUT Drawn: GAS Checked: SLS Scale: 1”=50’ Date: OCT. 27, 1998 Sheet: 1 of 1 Job No.: 981005 Map No.: 13-081” prepared by LePore Associates, Inc., Civil Engineering And Land Surveying, 75 Meadow Street, Bristol, Ct 06010, which map is filed in the Town Clerk’s Office in said City of Bristol, and which land is more particularly bounded and described as follows:

Beginning at a drill hole in the easterly streetline of North Main Street which point marks the northwesterly corner of the herein described premises and the southwesterly corner of land n/f George & Barbara Varnevelias;

Thence running N 75° 12’ 40” E along land of said Varnavelias a distance of 237.24 feet to an iron pin, being the northeasterly corner of the herein described premises;

Thence turning and running along a curve to the left having a radius of 5,76p

2.65 feet, a distance of 38.90 feet to an iron pin;

Thence continuing along a curve to the left having a radius of 5,765.65 feet a distance of 201.60 feet to an iron pin;

Thence continuing along a curve to the left having a radius of 5,772.65 feet a distance of 201.60 feet to an iron pin;

Thence turning and running N 61° 38’ 13” E a distance of 7.50 feet to a monument;

Thence turning and running southerly along a curve to the left having a radius of 2,019.42 feet, a distance of 377.79 feet to a monument;

Thence turning and running S 79° 36’ 22” W a distance of 4.71 feet to an iron pin, the last six courses and distances being along land n/f Thomas C. Zipp;

Exhibit A-1

DRAFT 5-10-10

Thence running S 29° 31’ 37” E a distance of 96.48 feet to an iron pin, along property n/f of said Zipp and n/f Webster Bank, in part by each;

Thence running along a curve to the left having a radius of 1,301.50 feet a distance of 367.46 feet to a point;

Thence turning and running S 25° 30’ 52” W a distance of 30.00 feet to a drill hole;

Thence turning and running S 64° 29’ 08” E a distance of 78.90 feet to a rebar;

Thence running S 80° 37’ 08” E a distance of 17.97 feet to a drill hole in the westerly streetline of Main Street, the last four courses and distances being along land n/f of said Webster Bank;

Thence running S 05° 48’ 34” W along said westerly streetline of Main Street a distance of 404.34 feet to a monument;

Thence running S 52° 45’ 06” W along a line connecting the westerly streetline of Main Street with the northerly streetline of Riverside Avenue a distance of 38.73 feet to a monument in the northerly streetline of Riverside Avenue;

Thence N 80° 18’ 26” W along the northerly streetline of Riverside Avenue a distance of 202.28 feet to an iron pin;

Thence turning and running N 09° 41’ 34” E a distance of 100.00 feet to a point;

Thence turning and running N 80° 18’ 26” E a distance of 135.00 feet to a P.K. nail;

Thence running S 09° 41’ 34” W a distance of 100.00 feet to a rebar in the northerly streetline of Riverside Avenue, the last three courses and distances being along land N/F McDonald’s Corp.;

Thence running N 80° 18’ 26” W a distance of 277.72 feet to an existing monument in the northerly streetline of Riverside Avenue;

Thence running N 44° 38’ 34” W along a line connecting the northerly streetline of Riverside Avenue with the easterly streetline of North Main Street a distance of 35.62 feet to a drill hole in the easterly streetline of North Main Street;

Thence running N 01° 30’ 42” W a distance of 35.30 feet to a drill hole;

Thence running along a curve to the left having a radius of 3,855.72 feet a distance of 893.60 feet to a drill hole;

Thence running N 14° 47’ 26” W a distance of 495.69 feet to the point and place of beginning, the last three courses and distances being along said easterly streetline of North Main Street.

2

DRAFT 5-10-10

EXHIBIT B-1

TO

DEPOT SQUARE


RFQ RESPONSE

Attached hereto

Exhibit B-1

DRAFT 5-10-10

EXHIBIT B-2

TO

DEPOT SQUARE


COPY OF SUPPLEMENTAL RESPONSE

Attached hereto

2

DRAFT 5-10-10

EXHIBIT C

TO

DEPOT SQUARE


DEFINED TERMS

The following capitalized terms used, and not otherwise defined, in the Preferred Developer Agreement have the meaning set forth below:

“Access Notice” is defined in 2.09.

“Agreement” shall mean this Depot Square Preferred Developer Agreement.

“Appraisals” is defined in Section 3.01(b).

“Approvals” mean all governmental, board, agency or other public or private entity consent, permit, approval and the like required or necessary for the construction and operation of all elements of the Project in conformity with the Final Concept Plan. No Approval shall be deemed to have been obtained until all rights to challenge, appeal or review, or otherwise deny the applicant the benefits thereof, have expired or been resolved resulting in such Approval remaining in full force and effect.

“BDDC” shall mean Bristol Downtown Development Corporation.

“City” shall mean the City of Bristol.

“City Parties” shall mean the City of Bristol and Bristol Downtown Development Corporation collectively.

“Closing” is defined in Section 5.05.

“Closing Conditions” means the conditions to the respective Parties’ obligations to close title set forth in Article 4.

“Concept Plan” means the plan for execution of the Project formulated by the Developer in cooperation with the Consultants and recommended for approval by BDDC, the City and Developer pursuant to Sections 2.04 through 2.07.

“Concept Project Schedule” is defined in Section 2.07.

“Consultants” means the consultants retained pursuant to Section 2.02.

“Declaration of Covenants and Restrictions” is defined in Section 2.04(i).

“Deed” is defined in Section 5.01.

Exhibit C-1

DRAFT 5-10-10

“Depot Square Project” the “Project,” or the “Property” is defined in Recitals A.

“Developable Acres” is defined in Section 3.02.

“Developer” shall mean Renaissance Downtowns at Bristol, LLC

“Effective Date” shall mean the date this Agreement is executed by the Developer and the City Parties.

“EIE” shall mean Environmental Impact Evaluation.

“Exclusivity Period” is defined in Section 1.02.

“Fair Market Value” is defined in Section 3.01(b)(iii).

“Final Concept Plan” means the Concept Plan as approved by BDDC, the City and Developer pursuant to Section 2.06(e) as the same may be amended as provided herein.

“Force Majeure” means a Party shall not be considered to have breached its obligations under this Agreement by reason of any act, omission or circumstance occasioned by or in consequence of any acts of God, acts of the public enemy, wars, insurrection, riots, lightning, earthquakes, fires, storms, floods, washouts, civil disturbances, the binding order of any court or government authority which has been resisted in good faith by all reasonable legal means, or failure or want of any necessary supplies or products not within the control of such party, and which act, omission or circumstance such party is unable to prevent or overcome by the exercise of due diligence. Such causes or contingencies affecting performance by the Parties, however, shall not relieve either of them of liability in the event of their concurring negligence or in the event of their failure to use due diligence to remedy the situation and remove the cause in an adequate manner and with all reasonable dispatch.

“Hazardous Substances” means hazardous or toxic substances or conditions as the same are defined in and made subject to applicable laws, rules, negotiations and ordinances providing for regulations, protections and remediation of the environment.

“Initial Closing Date” is defined in Section 7.02(a).

“Master Concept Site Plan” means the conceptual site plan submitted as a component of the Final Concept Plan described in Section 2.04(h).

“McDonald’s Property” is defined in Section 1.06(d).

“Milestones” is defined in Section 1.07.

“Minimum Purchase Price” is defined in Section 3.01(f).

“Mortgagee” means any lender or prospective lender to Developer, whose loan or loans is intended to be secured by a mortgage on all or a part of the Property.

“Notices” is defined in Section 9.05.

Exhibit C-2

DRAFT 5-10-10

“Off-Site Infrastructure” means the infrastructure required to be constructed on property other than the Property to support construction and utilization of the Project all as described in the Final Concept Plan.

“Ordinance” is defined in Recitals C.

“Parties” shall mean the City of Bristol, Bristol Downtown Development Corporation, and Renaissance Downtowns At Bristol, LLC. “Party” shall have its correlative meaning.

“Preliminary Concept Proposal” is defined in Recitals F.

“Program Mix” is defined in Section 3.01(f).

“Project” means the project contemplated by this Agreement as described in the Concept Plan.

“Project Area” is defined in Recitals C.

“Project Costs” means (i) all actual out-of-pocket hard and soft costs incurred and projected to be incurred internally by Developer (ii) all actual out-of-pocket hard and soft costs incurred and projected to be incurred by Developer to third parties to execute the Project consistent with the Final Concept Plan including, but not limited to, soft costs such as planning, design and architectural costs, engineering, security, feasibility studies, appraisal costs, personnel, legal, accounting and financing costs, insurance and bonding costs, community relations and outreach costs, sales, marketing and promotion costs and commissions, and hard costs such as site investigation and remediation, site preparation and development costs, construction services, construction materials, construction equipment, and on-site and off-site infrastructure costs. Project Costs to parties affiliated with Developer shall not exceed market costs. All Project Costs shall be reasonable and customary for projects of this type and scale. Third party costs shall not be subject to any mark-up by Developer or any party related to Developer. Adequate documentation of all Project Costs to be used for determination of the Purchase Price shall be provided to the City and any appraiser performing an appraisal pursuant to Article 3 of this Agreement for review. Any third party contract which includes work for sites other than the Depot Square Project shall provide for a separate break down of costs so that Project Costs relating to the Depot Square Project are easily determinable, and Developer employed personnel costs shall be prorated such that only that proportion of any employees’ time and benefits proportionate to the number of hours spent actively working on the Depot Square Project are included in Project Costs. No development fees or other fees to Developer shall be taken into account as Project Costs for purposes of computation of the purchase price.

“Project Goals” mean the development of the Property as a distinctive and high quality mixed use development designed around an appropriate number and density of residential units, office and retail uses that both fit into, and could advance additional prime opportunities for revitalization of the adjoining Bristol downtown portions of the City and that is intended to promote a sustainable mixed-use development of the Property.

“Project Plan” is defined in Recitals C.

“Project Schedule” is defined in Section 1.06(g).

Exhibit C-3

DRAFT 5-10-10

“Project Team” is defined in Section 2.02.

“Property” is defined in Recitals A.

“Purchase Price” is defined in Section 3.01(f).

“RFQ” shall mean Request for Qualifications.

“RFQ Response” is defined in Recitals F.

“Studies” means the planning, economic, feasibility, environmental, transportation, engineering and other studies relevant to the Project Goals to be conducted by the Consultants pursuant to Section 2.04 and Exhibit C hereof.

“Subsequent Closing” is defined in Section 7.02 C.

“Supplemental Response” is defined in Recitals H.

“Title Report” means the report on the examination of title to the Property contemplated by Section 5.02(a).

“Transfer Act” shall mean Sections 22a-134 through 22a-134e of the Connecticut General Statutes, which apply to the "transfer" of "establishments," and provide for the disclosure of environmental conditions and, where applicable, certification of investigation and remediation of those environmental conditions.

Exhibit C-4

DRAFT 5-10-10

EXHIBIT D

TO

DEPOT SQUARE


MILESTONES

TASKS RESPONSIBLE PARTY APPROVAL TIMEFRAME

Submit Project Team and Consultants to BDDC (§2.02)

Developer Prior to Execution of Agreement.

Commence McDonald’s negotiation (§1.06(d))

Developer Prior to Execution of Agreement

Approval of Project Team and Consultants (§2.02)

BDDC Upon Execution of Agreement

Commence meetings with Private Property Owners

Developer Upon Execution of Agreement

Review of existing environmental reports

(§1.06(a))

Developer Within 60 days of Scope of Studies Approval Date

Submit Scope of the Studies for the Concept Plan (§2.03)

Developer Within 30 days of Execution of Agreement

Approval of Scope of the Studies for the Concept Plan

and Project Plan (§2.03)

City Parties Within 30 days of Submission of Scope of the Studies for the

Concept Plan

Commence collaborative Concept Planning

coordination meetings

Parties Within 30 days of Approval of Scope of Studies

Open office in Downtown Bristol (§1.06(b))

Developer Within 90 days of Execution of Agreement

Submit Project Schedule for Concept Plan Phase (§1.06)


Develop website/outreach programs (§1.06(f))


Exhibit D-1

DRAFT 5-10-10

Commence discussions re Dunkin Donuts parcel

(§1.06(e))


Commence discussions for zone text changes ((§2.06(e))

Developer Within 30 days of Approval of Scope of Studies

Commence application for zone text changes ((§2.06(e))

Developer Within 90 days of Approval of Scope of Studies

Submit updated concept plan information for EIE

(§1.06(c))


Submit Concept Plan (§2.04) Developer Within 9 Months of Effective Date

Prepare and Submit Project Plan (§1.04)

Developer Commence within 9 Months of Scope of Studies Approval Date, if required; Completion within 18 months of Scope of

Studies Approval Date, if required

Commence Infrastructure Improvement Analysis (§2.08)

Developer Within 9 Months of Scope of Studies Approval Date

Continued collaborative Concept Planning

coordination meetings (§2.06)

Parties Within 2 years of the Effective Date

Modifications to proposed Final Concept Plan


Submit Concept Project Schedule (§2.07)

Developer Prior to approval of Final Concept Plan

Approval of Final Concept Plan (§2.06)


Analysis of any known zoning modifications or other

approvals required for the Approved Final Concept Plan

(§2.06)

Developer Within 60 Days of Final Concept Plan Approval

Commence with timely submission of application(s)

for any known required zoning modifications or other

approvals required for the

Developer Within 60 days of Analysis of All Approvals required

Exhibit D-2

DRAFT 5-10-10

Approved Final Concept Plan (§2.06)

Initial Closing Date (§7.02A) Parties Within 48 months after Effective Date, subject to

delay as more fully set forth in Section 7.02

Subsequent Closing(s) Date(s) (§7.02C)

Parties Each within 12 months after the Initial Closing(s) Date, or

previous Subsequent Closing(s) Date, subject to

delay as more fully set forth in Section 7.02B and 7.02C

Outside Commencement of Construction Date (§7.02D)

Developer Within 5 years of Effective Date, subject to delay as more

fully set forth in Section 7.02D

Exhibit D-3

DRAFT 5-10-10

EXHIBIT E

TO

DEPOT SQUARE


INSURANCE:

Each Contractor shall carry and maintain in effect during the performance of services under this contract work:

Professional Liability in the amount of $1,000,000.

Contractor shall maintain in effect at all times during the performance under this Agreement all specified insurance coverage with insurers and forms of policy satisfactory to the City, at the sole discretion of the City, acceptance of which shall not be unreasonably withheld. None of the requirements as to types, limits, and approval of insurance coverage to be maintained by Contractor are intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by Contractor under contract. The City shall not maintain any insurance on behalf of Contractor. Any subcontractors used are agents of the Contractor and not the City of Bristol’s. The Contractor and its subcontractors are subject to the following requirements:

General Liability insurance in the amount of $1,000,000 per occurrence; $2,000,000 aggregate; City of Bristol named as an additional insured.

$1,000,000 combined single limit automobile liability; coverage must include all owned, non-owned and hired vehicles; City of Bristol named as an additional insured.

If applicable, Workers’ Compensation Coverage in compliance with the State of CT Statutes. Contractor will provide the City with certificates of insurance for coverage as listed and endorsements affecting coverage required by the Agreement within 10 calendar days after the City issues the notice of award. Contractor is responsible for filing updated certificates of insurance with the City of Bristol’s Risk Management Department during the life of the Agreement.

All deductibles and self-insured retentions shall be fully disclosed in the certificates of insurance.

The specified insurance requirements do not relieve Contractor of its responsibilities or limit the amount of its liability to the City or other persons, and Contractor is encouraged to purchase such additional insurance, as it deems necessary.

Contractor is responsible for and shall be required to remedy all damage or loss to any property, including property of the City, caused in whole or in part by Contractor or anyone employed, directed, or supervised by Contractor.

Exhibit E-1

DRAFT 5-10-10

Regardless of the coverage(s) provided by any insurance, Contractor agrees to indemnify and shall defend and hold harmless the City, its officials, employees, and authorized representatives and their employees from and against any and all suits, actions, legal or administrative proceedings, arbitrations, claims, demands, damages, liabilities, interest, attorney’s fees, costs and expenses of whatsoever kind or nature, including those arising out of injury or death of Contractor’s employees, whether arising before o rafter completion of the work under this contract and in any manner directly or indirectly caused, occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or fault or willful misconduct, whether active or passive, of Contractor or anyone acting under its direction or control or on its behalf in connection with or incidental to the performance of this contract. Contractor’s indemnity, defense, and hold harmless obligations, or portions or applications thereof, shall apply even in the event of the fault or negligence, whether active or passive, of the party indemnified to the fullest extent permitted by law, but in no event shall they apply to liability caused by the sole negligence or willful misconduct of the party indemnified or held harmless.

Exhibit E-2

EXHIBIT F

TO

DEPOT SQUARE


INITIAL APPROVED MEMBERS OF PROJECT TEAM

1. Urban Planning Urban Design Associates, Pittsburgh, PA Dover Kohl & Partners, Coral Gables, Florida

2. Engineering Clough Harbour and Associates, Albany, NY Conklin & Soroka Inc, Chershire, CT

Market Research

Randall Gross Development Economics, Washington, D.C. Zimmerman Volk Associates, Clinton, NJ RCLCO, Washington, D.C.

3. Downtown Economic Development Strategists The Community Land Use and Economics Group, Arlington Virginia Cooltown Beta Communities, Washington, D.C.

4. Public Private Partnerships W-ZHA, Inc., Annapolis, MD

5. Consultant D’Amato Realty, LLC, Bristol, CT

Exhibit F-1

EXHIBIT G

TO

DEPOT SQUARE


TITLE ENCUMBRANCES

1. Use restriction as set forth in Warranty Deed from William Linstead to S.A. Weldon & Son dated April 5, 1884 and recorded in Volume 42, Page 31 of the Bristol Land Records.

“It is to be understood that the Grantors or their assigns are not to keep dynamite, gunpowder or other explosive substances in any buildings that may be erected on such piece of land only to the amount that the insurance companies will accept.”

2. Reservation of slope rights and agreement to construct and maintain fence and retaining wall or walls as set forth in Quit-Claim Deed from The New York, New Haven and Hartford Railroad Company to Michael F. Rafaniello dated October 21, 1953 and recorded in Volume 293, Page 363 of the Bristol Land Records.

3. Reservation of slope rights and agreement to construct and maintain fence and retaining wall or walls as set forth in Quit-Claim Deed from The New York, New Haven and Hartford Railroad Company to Michael F. Rafaniello dated July 8, 1958 and recorded in Volume 379, Page 67 of the Bristol Land Records.

4. Anti-discrimination covenants contained in Land Disposition Agreement between the City of Bristol and Bristol Central Realty Company dated as of August 1, 1964 and recorded in Volume 488, Page 488 of the Bristol Land Records, as amended by Amendatory Agreement dated and recorded May 26, 1966 in Volume 514, Page 518 of the Bristol Land Records.

5. Anti-discrimination covenant contained in Quit-Claim Deed from the City of Bristol to Bristol Central Realty dated and recorded May 26, 1966 in Volume 514, Page 523 of the Bristol Land Records.

Covenants not to discriminate “upon the basis of race, color, creed, or national origin in the sale, lease rental or use of the property or any improvements erected or to be erected thereon, or on any part thereof.”

6. Easements and anti-discrimination covenant contained in Quit-Claim Deed from the City of Bristol to Allen M. Heflin dated and recorded May 3, 1972 in Volume 597, Page 797 of the Bristol Land Records.

7. Electric and gas line easements in favor of The Connecticut Light and Power Company dated June 20, 1966 and recorded in Volume 517, Page 269 of the Bristol Land Records; which

Exhibit G-2

easements were partially assigned to Yankee Gas Services Company by Partial Assignment dated and recorded June 30, 1989 in Volume 963, Page 5 10 of the Bristol Land Records.

8. Electric and gas line easements in favor of The Connecticut Light and Power Company dated August 25, 1966 and recorded in Volume 520, Page 239 of the Bristol Land Records; which easements were partially assigned to Yankee Gas Services Company by Partial Assignment dated and recorded June 30, 1989 in Volume 963, Page 5 10 of the Bristol Land Records.

9. Conduit Easement in favor of the City of Bristol dated February 3, 1975 and recorded in Volume 639, Page 237 of the Bristol Land Records, and as shown on Map Number 641-51 in the Office of the Bristol City Clerk.

10. Bus Shelter Easement in favor of the City of Bristol recorded December 3, 1987 in Volume 901, Page 144 of the Bristol Land Records, and as shown on Map Number 146-3 filed in the Office of the Bristol City Clerk.

11. Shopping Center Easement Agreement between Mario Ottaviano and Michael Tehrani and McDonald’s Corporation dated June 12, 1989 and recorded in Volume 981, Page 684 of the Bristol Land Records, as modified by Easement Agreement between Bristol Centre Mall Limited Partnership and McDonald’s Corporation dated December 14, 1990 and recorded in Volume 1033, Page 929 of the Bristol Land Records.

12. Any rights of Discount Food Outlet or the US Post Office, as tenants in possession of portions of the property.

Exhibit G-2

EXHIBIT H

TO

DEPOT SQUARE


CODE OF ETHICS AND ETHICS BOARD

Sec. 2-124. Declaration of policy.

The proper operation of democratic government requires that public officers and employees be independent, impartial, and responsible to the people of Bristol; that government decisions and policy be made in the proper channels of government structure; that public office not be used for personal or private gain; and that the public have confidence in the integrity of government. In recognition of these goals, a code of ethics is hereby established for officials and employees of the City of Bristol, as are hereinafter defined. The purpose of this code is to establish ethical standards of conduct by setting forth those actions that are in conflict with the best interest of the city, and by directing disclosure of any financial or personal interest in matters affecting the city as set forth in this article.

(Ord. of 10-4-77; Amend. of 5-11-87; Ord. of 6-13-06)

Sec. 2-125. Application.

The code of ethics of the City of Bristol shall govern any elected or appointed official or an employee of the City of Bristol herein after referred to as "officials".

(Ord. of 10-4-77)

Sec. 2-126. Responsibilities of public office.

(a) It shall be the responsibility of officials to carry out their duties to the best of their abilities and with the highest moral and ethical standards, regardless of personal consideration. Their conduct should at all times be for the public good and within the bounds of the law, should be above reproach, and should avoid a conflict between public and private interests and responsibilities.

(b) Any person convicted of a crime classified as a felony shall no longer serve as a member of a city board or commission. The procedure for removal will follow section 15 of the charter.

(c) It shall be the responsibility of each official to obtain and read a copy of the code of ethics of the City of Bristol and to keep informed of any changes or interpretations as to its applicability.

Exhibit H-1

(Ord. of 10-4-77; Ord. of 10-4-83; Amend. of 5-11-87; Amend. of 9-8-98)

Cross references: Members required to attend meetings of boards, commissions, etc., § 2-9)

Sec. 2-127. Fair and equal treatment.

No official shall grant or accept any special consideration, treatment, favor or advantage beyond that which is generally available to all residents and/or taxpayers of the city.

(Ord. of 10-4-77)

Sec. 2-128. Political influence.

No official shall promise an appointment or the use of his influence to obtain an appointment to any municipal position as a reward for any political activity.(Ord. of 10-4-77)

Sec. 2-129. Conflict of interest.

(a) No official shall act or vote as a result of having accepted from any person or his representative anything of value whatsoever, or the promise of any future reward. Whenever any person appears before any board or commission who has actively participated in appointing or recommending any member of said board or commission and such member is aware of such participation, such member must:

(1) Disclose such participation for the purpose of the record of such board or commission;(2) Then make a decision as to whether or not he or she can sit impartially, and so state for the purpose of the record.

(b) No official shall accept or solicit anything of value whether in the form of a gift or promise of a gift from any person. For the purposes of this section a person shall mean an individual, sole proprietorship, trust, corporation, union, association, firm, partnership, committee, club or other organization or group of persons. A gift shall include the receipt of any payment, subscription, rendering of service, deposit of money or anything of value unless the amount paid by the official is that normally charged to the general public for like goods, services or loans. This section shall not apply to the receipt of any food or beverage or both, consumed on a single occasion. This section further shall not apply to campaign contributions.

(c) No official who has a financial or personal interest, either individually or as a member of a group that has a financial or personal interest, direct or indirect, in any transaction or contract with the city, or decision of any board, body, or commission, or in the sale of real estate, material, supplies, or services to the city, on which he may be called to act upon in his official capacity, shall vote upon or otherwise

Exhibit H-2

participate in the transaction, contract, or decision and shall excuse himself from the proceedings in accordance with Section 55 of the Charter of the City of Bristol.


Sec. 2-130. Advisory opinions of the ethics board.

(a) Any official who questions the applicability of this code to a pending or potential act, vote, bid, discussion, receipt of anything of value and the like may request an opinion from the ethics board. If he or she so requests, the official shall be given a prompt opportunity to explain his or her position and interpretation of the code of ethics before the ethics board. Opinions of the ethics board shall be advisory, and such requests shall be public.

(b) This code shall be operative in all instances covered by its provisions, except when superseded by an applicable statutory or charter provision.

(Ord. of 10-4-77; Ord. of 6-13-06; Ord. of 6-10-08; Ord. of 6-10-08)

Sec. 2-131. Sanctions.

Violations of any provisions of this code should raise conscientious questions for the official concerned as to whether voluntary resignation or other action is indicated to promote the best interest of the city. Violation may, upon determination by the city council, constitute a cause for censure, suspension, removal from office or other appropriate legal proceedings.

(Ord. of 10-4-77)

Sec. 2-132. Terms and definitions.

The following terms, when used in this code of ethics and in Section 55 of the Charter of the City of Bristol, shall have the following meanings unless the context otherwise requires:Business with which he is associated means any sole proprietorship, partnership, firm, corporation, trust or other entity through which business for profit or not for profit is conducted in which the official or member of his immediate family is a director, officer, owner, limited or general partner, beneficiary of a trust or holder of stock constituting five (5) per cent or more of the total outstanding stock of any class, provided, the official or member of his immediate family shall not be deemed to be associated with a not for profit entity solely by virtue of the fact that the official or member of his immediate family is an unpaid director or officer of the not for profit entity. "Officer" refers only to the president, executive or senior vice president or treasurer of such business.

Financial interest means any interest that is in substantial conflict with the proper discharge of the official's duties or employment in the public interest and of the official's responsibilities as prescribed by the laws of this state and city, if the official has reason to believe or expect that the official, the official's spouse or dependent child, or a business with which he is

Exhibit H-3

associated, as defined herein, will derive a direct monetary gain or suffer a direct monetary loss, as the case may be, by reason of the official's official activity. Any such official does not have an interest that is in substantial conflict with the proper discharge of the official's duties in the public interest and of the official's responsibilities as prescribed by the laws of this state and city, if any benefit or detriment accrues to the official, the official's spouse or dependent child, or a business with which he, his spouse or such dependent child is associated as a member of a profession, occupation or group to no greater extent than to any other member of such profession, occupation or group.

Immediate family means any spouse, children or dependent relatives who reside in the individual's household.

Member of a group means a trustee, officer, director, member of a limited liability company, or partner of any organization or other entity and includes, but is not limited to a trust, corporation, limited liability company, union, association, firm, partnership, committee, club, or other organization.

Personal interest means either an interest in the subject matter or a relationship with the parties before the official or board, body, or commission of which the official is a member, impairing the impartiality expected to characterize said official. A personal interest can take the form of favoritism toward one party or hostility toward the opposing party; it is a personal bias or prejudice which imperils the open-mindedness and sense of fairness which a city official is required to possess.


Sec. 2-133. Confidentiality of complaint and investigation; records opened upon finding of probable cause; waiver of confidentiality.

(a) Unless the board makes a finding of probable cause, any complaint of an alleged violation of the code of ethics and all materials submitted in support thereof shall be kept confidential unless the respondent waives his or her right of confidentiality.

(b) Unless the board makes a finding of probable cause, any investigation of the complaint and all materials related thereto, including minutes, records of testimony and all other documents shall be kept confidential unless the respondent waives his or her right of confidentiality.

(c) Unless the board makes a finding of probable cause or the respondent has waived his or her right of confidentiality, no complainant, respondent, witness, designated party, board member or staff member of the city shall disclose or discuss a complaint, its investigation, or any other aspect to or with any third party.

(d) Upon a finding of probable cause by the board or waiver of confidentiality by the respondent, the complaint and the record of its investigation is deemed to be open, and all

Exhibit H-4

aspects of the complaint, the investigation of probable cause, and all documents and records of testimony related thereto, shall be available for public inspection.

No provision of this section shall prevent the board from reporting the possible commission of a crime to the state's attorney or other prosecutorial authority. The board may adopt rules of procedure and regulations it deems necessary to carry out the provisions of this section and to protect the right of confidentiality of the respondent.

(Ord. of 10-4-77; Ord. of 1-1-01)

Sec. 2-134. Procedure for receiving and investigating complaints; decision regarding probable cause; hearing after finding of probable cause.

(a) The board shall receive a complaint from any person of any alleged violation of the code of ethics. A complaint is deemed to have been received by the board upon its delivery to the city clerk. Any individual making a complaint shall do so on a form prescribed and adopted by the board. Copies of the complaint form shall be delivered to and kept by the city clerk, who shall make them available to the public upon request. Complaints made against multiple officials (respondents), even if arising out of the same facts and circumstances shall be separated and processed on one (1) complaint form for each official. The board shall maintain separate files for each complaint in case there is a waiver of confidentiality by fewer than all of the respondents or no probable cause is found against some of the respondents. These provisions shall not prohibit the board to join proceedings and hearings in those circumstances where the right of confidentiality can be maintained. Said complaint shall require as a minimum the following:

(1) Name and position (e.g. elected or appointed office or employee) of the city official (respondent).

(2) Section of the code allegedly violated.

(3) Date, time and place the matters complained of occurred.

(4) Names and addresses of any witnesses or persons involved.

(5) A short statement of the facts and circumstances alleged to constitute the violation.

(6) Name, address and telephone number of the complainant.

(7) A signed statement by the complainant certifying the truth of the facts stated under penalty of false statement.

(b) Upon receipt by the city clerk of a complaint of an alleged violation of the code by an official, the city clerk shall notify the official (respondent) and each member of the ethics board. Such notice shall be in writing and indicate the date on which the complaint

Exhibit H-5

was received. The notice shall also include a copy of the complaint and any exhibits attached thereto. Such notice shall be sent via certified mail, return receipt requested, within fifteen (15) business days of the receipt of the complaint.

(c) Within fifteen (15) business days of the receipt of the complaint by the city clerk, the board or a committee of the board appointed by the chairman containing no fewer than three (3) members shall schedule a meeting to conduct a probable cause investigation. Said meeting shall be convened within thirty (30) business days of the receipt of the complaint. The investigation may be continued to additional meetings provided that all such meetings shall occur within ninety (90) business days of the receipt of the complaint. The probable cause investigation will be conducted to determine each of the following:

(1) Whether the respondent is an "official" as defined in this Code;

(2) Whether the acts alleged in the complaint, if proven, would constitute a violation of the Code.

(3) Whether there exists evidence that substantiates the complaint sufficiently to warrant further proceedings.

(4) Whether the official, and the circumstances complained of, are governed by a collective bargaining agreement, personal employment contract, or other agreement or policy, the provisions of which would take precedence over this article.

(d) If the probable cause investigation is conducted by the board pursuant to subparagraph (c) above, within fifteen (15) business days of the conclusion of any probable cause investigation, a decision as to probable cause shall be made by the board. If the probable cause investigation is conducted by a committee of the board appointed by the chairman pursuant to subparagraph (c) above, within fifteen (15) business days of the conclusion of any probable cause investigation, a recommendation as to probable cause shall be made by the committee, and said committee shall notify the board within five (5) business days as to its recommendation. The final decision on said question shall be made at a meeting of the ethics board. The members of the committee who conducted the investigation shall give a majority and minority report, if any, for those members who were not part of the committee. In making a decision as to probable cause, the board shall take one (1) of the following actions:

(1) Dismiss the complaint if it finds that any one (1) of the requirements of probable cause numbered (1), (2), or (3) in subparagraph (c) above have not been met.

(2) Find that the requirements of probable cause number (1), (2) and (3) in subparagraph (c) above have been met.

Exhibit H-6

(Ord. of 10-4-77; Amend. of 5-11-87; Amend. of 9-8-98; Ord. of 1-1-01; Ord. of 6-13-06)

Sec. 2-134.1. Finding of probable cause; files, hearing to be public.

(a) After a vote that the requirements of probable cause have been met, all further action taken shall require the presence of at least five (5) members and at least four (4) affirmative votes. Thereafter, all records shall be open to the public as provided above.

(b) The board shall schedule a hearing on any complaint found to have probable cause within thirty (30) business days unless it finds that the circumstances complained of are subject to a collective bargaining agreement, personal employment contract or other agreement or policy applicable to the official (respondent). If the board finds that a collective bargaining agreement, personal employment contract, or other agreement or policy is applicable to the official (respondent), the board shall transmit certified copies of the complaint, all records and documents pertaining thereto, and its finding of probable cause to the appropriate forum having jurisdiction. In addition, the board shall take one (1) of the following actions:

(1) Retain jurisdiction, but defer any further action until the appropriate forum has rendered a decision.

(2) Relinquish jurisdiction to the appropriate forum and close the file.

(c) If requested by the respondent, the board may proceed directly to a hearing without need of a probable cause investigation. In such cases the complaint, record, and all documents pertaining to the complaint shall be available to the public as though probable cause has been found.

(d) Hearings on any complaint upon a finding of probable cause or request by the respondent shall require the presence of at least five (5) members of the board. The respondent shall have the right to counsel, to confront and cross-examine all witnesses against him, and to present evidence on his behalf.

(Ord. of 1-1-01; Ord. of 6-13-06)

Sec. 2-134.2. Finding of no probable cause; files to remain confidential.

If the board makes a finding of no probable cause, the complaint and the record of its investigation shall remain confidential, except upon the request of the respondent and except that some or all of the record may be used in subsequent proceedings. No complainant, respondent, witness, designated party or board or staff member shall disclose to any third party any information learned from the investigation, including knowledge of the existence of a complaint, which the disclosing party would not otherwise have known. If such a disclosure is made, the board may, after consultation with the respondent if the respondent is not the source of the disclosure, publish its findings and a summary of its reasons therefor.

Exhibit H-7

(Ord. of 1-1-01)

Sec. 2-135. Report to city council.

(a) In all matters wherein the ethics board makes a finding of no probable cause or makes a finding of no violation, the decision of the ethics board shall be final. Upon making a finding of violation, the board shall report its findings and recommendations as to disposition concerning the complaint, to the city council within ten (10) business days of its decision. The report shall include an itemized response to each of the charges made in the complaint, including a summary of the issues presented by the complaint, and response to each accordingly, along with rationale for the findings.(b) The city council shall consider the findings and recommendations as to disposition of the board in executive session, unless an open hearing is requested by the respondent. The city council may:

(1) Accept the findings and recommendations as presented, or

(2) Not accept the findings, in which case the city council shall conduct a hearing de novo on the complaint, in accordance with the procedures set out in section 2-134(d), or

(3) Accept the findings of the board, but not accept the recommendations as to disposition, in which case the council shall dispose of the matter as it sees fit.

(Ord. of 10-4-77; Amend. of 5-11-87; Amend. of 9-8-98; Amend. of 7-11-06)

Sec. 2-136. Notice of hearings.

All notices required under this article shall be sent by registered or certified mail, or by any manner which service of process may be made.

(a) In the event a hearing is held, the board shall render a decision within ten (10) business days of the final day of said hearing.

(b) Reserved.


Sec. 2-137. Statute of limitations.

Any complaint of an alleged violation of this chapter must be received by the city clerk within one (1) year from the date of occurrence of the alleged violation.(Amend. of 9-8-98)

Sec. 2-137.1. Severability.

Exhibit H-8

If any section, subsection, subdivision, paragraph, sentence, clause or phrase of this article, or any part thereof, is for any reason held to be unconstitutional or invalid, or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this article or any part thereof.

(Ord. of 10-4-77)

Exhibit H-9

Documents

Draft agreement between Bristol and Renaissance Downtowns