OPTION TO PURCHASE AGREEMENTBY AND BETWEEN

THE CITY OF NORWALK,THE NORWALK PUBLIC LIBRARY BOARD

AND587 CT AVE, LLC

THIS AGREEMENT is made this ________ day of _______________, 2017 by and

among the City of Norwalk, Connecticut acting herein by its Mayor, Harry W. Rilling, duly

authorized (hereinafter “the City”), the Norwalk Public Library Board, acting herein by its

President, Alex A. Knopp, duly authorized (hereinafter the “Library Board”), and 587 CT AVE,

LLC, acting herein by its Managing Member, Jason Milligan, duly authorized (hereinafter “CT

AVE LLC”), granting the option to purchase certain Properties owned by CT AVE LLC.

WHEREAS, the pParties have agreed upon a mutual goal of the coordinated

revitalization of certain downtown areas of Norwalk incorporating the neighborhoods of Belden

Avenue and, Mott Avenue, in order to pursue the goal of positively transforming the community

(the "Development Plan"); and

WHEREAS, the Parties acknowledge that the success of the Development Plan depends

upon the preservation of opportunities both to expand dedicated parking for patrons of the

Norwalk Public Library and to modernize the Library’s physical facility located at Belden

Avenue; and

WHEREAS, the purpose of this Agreement is to establish the terms and conditions for

the transactions which the pParties agree to be essential to the success of the Development Plan;

WHEREAS, this Agreement shall be effective on the date upon which the last party to

this Agreement affixes its signature (the “Effective Date”).

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NOW, THEREFORE, in consideration of the promises and agreements on behalf of the

pParties, and the valuable consideration recited herein (the receipt and sufficiency of which are

hereby acknowledged), the parties agree as follows:

I. THE SUBJECT PROPERTY

The real property subject to this Agreement is identified as 11 Belden Avenue, also

known as District 1, Block 35, Lot 21 (the” Belden Avenue Property” or “Premises”); and are

more specifically described on Schedule A, attached hereto.)

II. THE BELDEN AVENUE PROPERTY

A. OPTION TO PURCHASE

1. CT AVE LLC hereby gives, grants and conveys unto the City the exclusive right and irrevocable

option to purchase the Belden Avenue Property pursuant to the terms and conditions set forth in

this Agreement (the “Option”).

[2.] The Ooption hereby granted shall commence on the Effective Date and shall end at 11:59 p.m.

on the day preceding the sixth (6th ) anniversary of the Effective Date (the “Option Period”)

expire six (6) years from the date that this Agreement is fully executed by all Parties, time being

of the essence, unless exercised by the City pursuant to the terms set out in paragraph IIC3

hereof or otherwise extended by mutual written agreement of the parties. Upon the expiration of

the Option, this Agreement shall automatically terminate without further action by any party. If

not exercised during the Option Period, the Option shall expire and be of no further force or

effect upon expiration of the Option Period.

B. OPTION PRICE

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1. The purchase price for the Option shall be Four Hundred Sixty Thousand and 00/100

Dollars ($460,000.00) (the “Option Price”), which shall be paid to 597 CT AVE, LLC on or

before August 31, 2017. The Option Price shall not be credited against the Purchase Price.

The City agrees to utilize good faith and diligent efforts to obtain all requisite governmental

approvals to enter into this Agreement and pay the Option Price on or before August 31,

2017.

2. Upon the payment of the Option Payment, Attached hereto as Exhibit A is CT AVE LLC’s

shall immediately file a withdrawal of its application and zoning permit for the 69 unit

residential apartment located at 11 Belden Avenue, Norwalk, CT, a project identified known

as “Lofts at Mott Ave ”Project.” Upon payment of the Option Price, the City may cause the

withdrawal to be filed with all appropriate governmental agencies. CT AVE LLC , and

further agrees not to resubmit any proposal for such location until the happening of the

either of the following: (a) the six (6) year option period for the Belden Avenue Property

referenced above has expired, and the Option Period expires or (b) the City has failed to

exercise its option to purchase the Belden Avenue Property in accordance with the terms of

this Agreement, or c) the City agrees in writing in advance to permit the submission of such

a proposal. An -undated- copy of the Withdrawal from CT AVE LLC is attached hereto as

Exhibit C.

[2.] Upon the execution of this Agreement by CT AVE LLC, Per agreement of the parties, the

Library Board will immediately has filed an application for the a withdrawal of its

administrative appeal of the approval of the “Lofts at Mott Ave” Project” filed in Stamford

Superior Court, entitled Norwalk Public Library Foundation, Inc. vs. Zoning Commission of

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the City of Norwalk and 587 CT AVE, LLC, Docket Number FST-CV16-6028970-S

(“Library Board Appeal”), which withdrawal has been accepted by the court. That

withdrawal is being held in escrow and a copy is attached hereto as Exhibit D. Upon

payment of the Option Price tThe Library Board will take reasonable steps to encourage the

other plaintiff party to the appeal to also withdraw its appeal. [Is this provision still

needed?]

C. EXERCISE OF OPTION

1. The City may exercise the Option at anytime during the Option Period by giving CT AVE

LLC written notice of its intention to exercise the Option, which notice shall be

accompanied by good funds in the amount of $25,000.00 (the “Deposit”). The Deposit

shall be applied to the Purchase Price (as hereinafter defined) so that upon Closing the City

shall receive a credit for the Deposit.

2. The Option Notice will identify a closing date which shall be no sooner than thirty (30) days

and no later than sixty (60) days from the date of the Option Notice.

D. THE CLOSING

1. The Closing shall take place at the offices designated by the City on or before the date set

forth in the Option Notice.

2. The purchase price (“Purchase Price”) to be paid by the City to CT AVE LLC is Four

Million, Eight Hundred Eighty Five Thousand and 00/100 Dollars ($4,885,000.00) and is to

be paid, by bank check or wire transfer of immediately available funds on the Closing Date.

3. At the Closing, CT AVE LLC shall deliver the following to the City or its designee:

3.01. Deed. A Connecticut form warranty deed executed in proper form for recording so as to convey the title required by this Agreement.

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3.02. Title Affidavit. Such affidavits as the City's title insurance company shall reasonably require in order to omit from its title insurance policy all exceptions customarily omitted at a closing and with respect to such other matters as the City's title insurance company shall reasonably request.

3.03. Conveyance Taxes. To the extent required by applicable law, completed real property conveyance tax forms and checks to the order of the appropriate officers in payment of all applicable real property conveyance taxes.

3.04. Closing Adjustment Schedules. A Schedule certified correct by CT AVE LLC containing the information required to calculate the customary closing adjustments.

3.05. Leases. To the extent available the original leases in CT AVE LLC's possession and, to the extent not available, certified copies thereof.

3.06. Assignment of Leases and Security Deposits. A duly executed instrument in form annexed hereto as Exhibit B, whereby CT AVE LLC assigns to the City all of CT AVE LLC's right, title and interest in and to the Leases and the security deposits thereunder, and the City assumes all of CT AVE LLC's obligations under the Leases and with respect to such security deposits.

3.07. Firpta Statement. A "FIRPTA" affidavit.

3.08. Plans. Etc. All plans, drawings, surveys, blueprints, data and specifications relating to the Belden Avenue Property, in CT AVE LLC's possession or control.

3.09. Letters to Tenants. Signed letters to the tenants, if any, notifying them that the Premises have been sold to the City or its designee and that (except as otherwise provided in this Agreement) all further rent payments and correspondence should be directed to the City or the City's designee, and that the security deposit, if any, has been assigned to the City or its designee who assumes all further obligation for the same.

3.10. Good and immediately available funds in the amount of all security deposits or credit in said amount in favor of the City.

3.11. Such documents as shall be reasonably requested by the City or the City’s title company to evidence CT AVE LLC’s organization, good standing, legal existence and authority to consummate the transactions contemplated by this Agreement.

E. TITLE

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1. CT AVE LLC shall convey title to the Premises to the City by standard Connecticut form

Warranty Deed sufficient to permit a nationally recognized title insurance company to

insure that there has been conveyed to the City good and marketable fee simple title to the

Premises subject only to the encumbrances set forth on Schedule A.

2. CT AVE LLC shall have the affirmative duty to remove any defect in title or any other

encumbrance other than the permitted exceptions set forth on Schedule A.

F. CLOSING ADJUSTMENTS

1. All rents and other income realizable from the Premises shall be adjusted as of the date of

the Closing.

2. Taxes of the City of Norwalk, water charges and sewer charges shall also be apportioned in

accordance with local custom as of the date of the Closing.

III. The Option must be exercised by the City sending written notice together with a

deposit of TWENTY-FIVE THOUSAND Dollars ($25,000.00) to CT AVE LLC no less than

SIXTY (60) DAYS prior to requested closing date. The closing must take place on or

before the final date of the Option unless there is a written agreement of the Parties to

allow for a later date to close. The agreed upon fixed purchase price is FOUR MILLION

EIGHT HUNDRED EIGHTY FIVE THOUSAND Dollars ($4,885,000). The conveyance

shall be made by Warranty Deed transferring good and marketable title free and clear of

all liens and encumbrances, except as may be agreed to by the City.

CT AVE LLC acknowledges that it currently leases the entire second floor of the Belden

Avenue Property to Milligan Real Estate LLC (MRE) pursuant to a month-to-month lease.

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So long as MRE is still a tenant of the Belden Avenue Property at the time that this

Property is conveyed to the City, the City agrees that MRE will be allowed to continue its

occupancy of the second floor pursuant to a written Lease agreement with the City, for a

period of six (6) months from the date the City takes title to the Property. No rent shall be

due to the City during this Six (6) month lease period.

CT AVE LLC shall not as of the date of this Agreement, enter into any new lease or extend

any existing lease for any portion of the Belden Avenue Property the terms of which would

extend beyond the six (6) year Option period, without the prior written consent of the City,

which consent shall not be unreasonably withheld. The terms of any such lease shall

provide that the lease shall attorn to the City upon the transfer of the property

contemplated herein.

During the Option period CT AVE LLC shall not deliberately, physically damage the

building or property at the Belden Avenue Property.

B. PARKING LOT LEASE TO CITY

[1.] CT AVE LLC agrees to grants to the City a six (6) year lease (the “Parking Lease”) of the

parking area situated on the Belden Avenue Property for its exclusive use as adjunct parking for

the Norwalk Public Library (the “Library”). The lease term shall commence as of the date that

this Agreement is fully executed by the parties and Option Payment is made to CT AVE. LLC,

pursuant to paragraph III.1. the Option Payment is paid to CT AVE LLC and shall continue until

the end of the month six years after said date. The lLease area is depicted on the map attached

hereto as Exhibit CA. The rent under the Parking Llease shall be One Dollar ($1.00) per year.

The terms of the lease shall be Parking Lease is as set forth in the attached document

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incorporated herein as Exhibit DB. Throughout the term of the Parking Lease the City shall be

responsible for all maintenance and management of the leased area. The Parking Lease shall be

fully executed on or before the Effective Date to be held and retained by counsel designated by

the City. Upon payment of the Option Payment, counsel for the City shall fill in the

commencement date of the Parking Lease and deliver the Parking Lease to the parties.

[2.] The Parking Lease to be granted to the City hereunder, shall include the right in the City to use

the berm area adjacent to the current row of Library parking on the west side of the Library

building, as shown and depicted on the map attached hereto as Exhibit C.A, Iin order to

construct and incorporate an additional row of parking for the exclusive use of Library patrons.

CT AVE LLC will assist and cooperate with the City in obtaining any permits and approvals

needed for this use.

[3.] CT AVE LLC agrees that it will make available for use by the Library patrons on a non-

exclusive basis, the parking spaces depicted on Exhibit CA from the date of delivery by the City

of this Agreement in draft form until such time as a formal lease is executed and delivered by the

pParties, so long as the application to withdraw the appeal of the zoning approval as set out in

[Section III paragraph 6] below is approved by the Superior Court, Judicial District of Stamford-

Norwalk at Stamford by the Library Board. CT AVE LLC shall install appropriate temporary

barriers along the border of the parking area in order to delineate and separate such area from the

remainder of the Belden Avenue Property.

IVII. CONSIDERATION FOR THE OPTION REPRESENTATIONS AND WARRANTIES OF CT AVE LLC

The representations and warranties of CT AVE LLC in this Section IV are a material inducement

for the City to enter into this Agreement. Such representations and warranties of CT AVE LLC

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shall be true, accurate and complete as of the date hereof and on the Closing Date, and shall

survive the Closing and the passing of title to the Property. CT AVE LLC represents and

warrants to the City as follows:

[1.] As consideration for the Option to Purchase and the Lease of the Belden Avenue Property, the

City agrees to pay to CT AVE LLC FOUR HUNDRED SIXTY THOUSAND DOLLARS

($460,000.00) (the “Option Payment”) on or before August 31, 2017, time being of the

essenceCT AVE LLC is a Connecticut limited liability company duly organized, validly existing

and in good standing under the laws of the Connecticut. CT AVE LLC has the requisite power

to carry out its business, execute this Agreement, and perform its obligations hereunder. The

execution, delivery and performance of this Agreement by CT AVE LLC have been duly

authorized by all necessary action on the part of CT AVE LLC and all required consents or

approvals have been obtained. This Agreement is a legal, valid and binding obligation of CT

AVE LLC, enforceable against CT AVE LLC in accordance with its terms, subject to the effect

of applicable bankruptcy, insolvency, reorganization, arrangement, moratorium or other similar

laws affecting the rights of creditors generally.

[2.] The City does not make any representations whatsoever that it will be able to obtain the

necessary City agency approvals and funding in order to execute this Agreement and tender the

Option Payment to CT AVE LLC prior to August 31, 2017. However, at the insistent request of

CT AVE LLC, the City shall endeavor, but will not be obligated in any whatsoever, to obtain all

of the necessary City agency approvals by June 27, 2017 and to have this Agreement executed

by the Mayor and the Option Payment tendered to CT AVE LLC by July 14, 2017. If the City is

not able to obtain all of the necessary City agency approvals by June 27, 2017, the City shall

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endeavor, but will not be obligated in any whatsoever, to obtain all of the necessary City agency

approvals by July 11, 2017 and to have this Agreement executed by the Mayor and the Option

Payment tendered to CT AVE LLC by July 28, 2017. If the City fails to make the Option

Payment by August 31, 2017, it shall have no further interests or rights of any kind in the Belden

Avenue Property, unless otherwise extended by mutual written agreement of the parties only

leases to which the Premises are subject are [ ] (the “Leases”). There are no

other occupants at the Premises.

1.[3.] CT AVE LLC is not a “foreign person” as defined in Section 1445 of the Internal Revenue

Code of 1986, as amended, and the Income Tax Regulations thereunder.

2. CT AVE LLC has not dealt with any real estate broker or finder in connection with the sale of

the Property to the City or this Agreement.

3. CT AVE LLC is the fee simple owner of the Premises and has good and marketable title thereto

and shall convey the Premises to the City subject only to the exceptions set forth on Schedule A.

4. There are no outstanding agreements to sell, options or rights of first offer in any third parties to

purchase the Premises or any portion thereof or any interest therein.

5. To CT AVE LLC 's knowledge, there are no title disputes with respect to the Premises.

6. CT AVE LLC is not aware of any claims for rights of passage, easements or other property rights

over, on or to the Premises.

7. CT AVE LLC has received no notice, and to the best of CT AVE LLC 's knowledge and belief,

there exists no violation or notice of violation, or any facts or conditions which would constitute

a violation of federal, state or municipal law or other governmental ordinances, orders; rules,

regulations or requirements against or affecting the Premises, or any part thereof.

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8. CT AVE LLC has completed all tenant improvement work or alterations required of the landlord

under each Lease if any and has no further obligations to perform such tenant improvement work

or alteration or to pay any amounts to Tenants for any tenant improvement work under a Lease.

9. CT AVE LLC has no knowledge of any Hazardous Materials on, in, under or about the Property

or of any other property adjacent to the Premises.

10. There are no underground fuel tanks at the Premises. Any previously existing fuel tanks have

been properly removed and closed in accordance with applicable law.

11. From the Effective Date through the date of Closing, CT AVE LLC shall not sell or dispose of

all or any part of the Premises or any interest therein, nor shall CT AVE LLC grant any

easements, covenants, restrictions or other encumbrances affecting the Property.

12. From the Effective Date through the date of Closing, CT AVE LLC shall perform all obligations

with respect to the Premises under existing easements, covenants, restrictions and contracts of

record.

13. CT AVE LLC shall not without the prior written consent of the City which consent the City shall

have no obligation to provide, apply for, consent to or process any applications for zoning, re-

zoning, variances, site plan approvals, subdivision approvals or development with respect to the

Premises or any portion thereof.

14. CT AVE LLC shall immediately notify the City of any matters including without limitation

attachments, liens, zoning matters or any other encumbrances which may affect the Premises

between the date hereof and the closing.

15. T he Premises does not constitute an “establishment” under Section 22a-134 of the Connecticut

General Statutes. CT AVE LLC has not been served with an order of the United States

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Environmental Protection Agency or the Department of Environmental Protection of the State of

Connecticut of non-compliance related to any enforcement action concerning the generation,

processing, handling, treatment, storage, dumping, discharge or transfer of toxic, hazardous or

radioactive materials or substances (defined as aforesaid), nor has it ever been investigated in

connection with same. To CT AVE LLC’s knowledge, no part of the Premises or any adjacent

property has been used as a municipal dump or land fill, nor is on the DEEP list of Contaminated

Wells, Toxic Waste Sites or Pesticide Registration and Certifications, nor on the federal list of

Toxic Waste Generators, Treatment, Storage or Disposal Facilities. CT AVE LLC has not

received any complaint, order, citation or notice with regard to air emissions, water discharge,

noise emissions, discharges of Hazardous Substances or other environmental health or safety

matter affecting CT AVE LLC or the Property.

V. COVENANTS

1. CT AVE LLC shall use reasonable efforts, in good faith and with diligence, to cause all

of the representations and warranties made by CT AVE LLC set forth in this Agreement to be

true and correct on and as of the Closing Date.

2. From the date hereof through the Closing Date, CT AVE LLC shall operate and maintain

the Property in substantially the same condition as of the date of this Agreement, reasonable

wear and tear and casualty loss excepted. From the date hereof through the Closing Date, CT

AVE LLC shall not enter into any lease from the property without the prior consent of the City

which consent shall not be unreasonably withheld; except, however, the City shall have the

absolute right in its sole discretion to withhold its consent to any lease or other occupancy

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agreement whose term, including options to renew or extend, extends beyond the Option Period.

3. CT AVE LLC shall indemnify and defend the City against and hold The City harmless

from all claims, demands, liabilities, losses, damages, costs and expenses, including reasonable

attorneys’ fees and disbursements, that may be suffered or incurred by The City if any

representation or warranty made by CT AVE LLC in this Agreement was untrue or incorrect in

any respect when made or that may be caused by any breach by CT AVE LLC of any consent

representation or warranty contained herein.

4. From the date hereof through the Closing Date, Seller shall comply with all laws and

ordinances affecting the Premises and the operation thereof.

5. From the date hereof through the Closing Date, CT AVE LLC shall not consent to any

zoning changes, or sell, transfer, assign, dispose of, or consent to the utilization of, any

development rights, or modify or amend or consent to any modification or amendment of the

certificates of occupancy for the Premises without the prior written consent of The City.

6. From the date hereof through the Closing Date, CT AVE LLC will neither place or

permit any deed of trust or mortgage or any mechanics and/or materialmen’s lien on any part of

the Property nor enter into or agree to any other encumbrance to be placed of record against any

part of the Premises.

7. CT AVE LLC will keep any existing mortgage(s) or deed(s) of trust and other liens

encumbering the Property current and not in default.

8. CT AVE LLC shall maintain in full force and effect substantially the same public liability

and casualty insurance coverage now in effect with respect to the Property.

9. CT AVE LLC shall (A) pay in a timely fashion all taxes and other public charges against

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the Property and (B) provide the City, within ten (10) days of receipt, copies of any notices CT

AVE LLC receives with respect to any special assessments or proposed increases in the

valuation of the Property.

10. CT AVE LLC shall comply with all environmental laws applicable to the Premises.

11. If (i) any of the representations, warranties or covenants contained in this Agreement are

materially inaccurate or untrue on the date hereof or on the Closing Date, (ii) such inaccuracy

materially and adversely affects the Premises or the City’s intended use thereof, and (iii) the City

elects in writing not to purchase the Premises as a result of such inaccuracy, then CT AVE LLC

shall refund the Option Price. The foregoing remedy shall be in addition to any other remedies

the City may have.

Upon the payment of the Option Payment, CT AVE LLC shall immediately file a withdrawal of

its application and zoning permit for the 69 unit residential apartment located at 11 Belden

Avenue, Norwalk, CT, a project identified as “Lofts at Mott Ave”, and further agrees not to

resubmit any proposal for such location until the happening of the following: a) the six (6) year

option period for the Belden Avenue Property referenced above has expired, and b) the City has

failed to exercise its option to purchase the Belden Avenue Property in accordance with the

terms of this Agreement, or c) the City agrees in writing in advance to permit the submission of

such a proposal. An -undated- copy of the Withdrawal from CT AVE LLC is attached hereto as

Exhibit C.

Upon the execution of this Agreement by CT AVE LLC, the Library Board will immediately file

an application for the withdrawal of its administrative appeal of the approval of the “Lofts at

Mott Ave” Project filed in Stamford Superior Court, entitled Norwalk Public Library

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Foundation, Inc. vs. Zoning Commission of the City of Norwalk and 587 CT AVE, LLC, Docket

Number FST-CV16-6028970-S (“Library Board Appeal”). That withdrawal is being held in

escrow and a copy is attached hereto as Exhibit D. The Library Board will take reasonable steps

to encourage the other plaintiff party to the appeal to also withdraw its appeal.

VI. DUE DILIGENCE INSPECTIONS

1. From and after the Effective Date, the city shall have the right at the City’s sole cost and

expense to enter onto the Premises (either through its employees or designated agents and

representatives) at reasonable times and in a reasonable manner after giving reasonable notice to

CT AVE LLC for the purpose of making such inspections as the City deems necessary in

connection with this Agreement, including without limitation environmental investigations;

provided that the City shall, if requested by CT AVE LLC, be IVaccompanied by CT AVE

LLC’s employees in connection with any inspection of the Premises, and shall not make any

physical alteration to the Premises without first securing the written consent of CT AVE LLC.

CT AVE LLC shall not unreasonably withhold or delay its consent to such right to enter by the

City.

2. CT AVE LLC agrees to join with the City in any applications to governmental authorities

for modifications to land use regulations affecting the Premises so long as the City pays all

expenses incurred in connection therewith..

VII. NOTICE OF OPTION

1. Attached hereto as Exhibit F is a fully executed “Notice of Option in the form suitable for

recordation. Upon payment of the Option Price, the Notice of Option may be recorded by the

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City.

VIII. RISK OF LOSS. The risk of loss or damage by fire or other casualty to the buildings on

the Premises until the time of the delivery of the deed is assumed by the CT AVE LLC. In the

event that such loss or damage does occur prior to the delivery of the deed, the CT AVE LLC

shall be allowed a reasonable time thereafter, not to exceed thirty (30) calendar days from such

loss or damage, within which to repair or replace such loss or damage to the City’s reasonable

satisfaction. In the event the CT AVE LLC does not repair or replace such loss or damage to the

City’s reasonable satisfaction within said time, the City shall have the option:

(a) of terminating this Agreement, in which event all sums paid on account

hereof, including the Option Price and any non-refundable expenses incurred by the City shall be

paid to the the City. Upon receipt of such payment, this Agreement shall terminate and the

parties hereto shall be released and discharged from all further claims and obligations hereunder;

or

(b) of accepting a deed conveying the Premises in accordance with all the other

provisions of this Agreement upon payment of the Purchase Price and of receiving an assignment

of all insurance moneys recovered or to be recovered on account of such loss or damage, to the

extent they are attributable to loss or damage to any property included in this sale together with

the amount of the deductible withheld from payment, less the amount of any moneys actually

expended by the CT AVE LLC on any repairs to said property

IX. GENERAL TERMS

[1.] The pParties acknowledge that the proposed conveyances and lease with the City is required to

be reviewed by the Norwalk Planning Commission pursuant to Connecticut General Statutes

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Section 8-24 and finally approved and authorized by the Norwalk Common Council.

1.[2.] In the event of any litigation brought to enforce the provision(s) of this Agreement, the

prevailing party shall be entitled to recover its reasonable attorney’s fees and court costs,

including interest, as may be provided by law, from the other party.

2. The pParties agree that the timelines stated herein should are time of the essence and shall be

observed and enforced without delay. However, if any pParty requests an extension of time,

such extension shall be granted only by agreement expressed in a signed, written amendment

hereto.

[3.]

3. The Parties represent to each other that to the best of their knowledge and information:

The Property to which they have title is not subject to any leases, tenancies, subleases or other

use or occupancy rights, recorded or unrecorded, written or oral, other than Peoples Bank,

Milligan Real Estate LLC, and Body 4 Brain. Any relevant changes after the date hereof shall be

updated and set forth in writing prior to closing.

[4.] The entering into this Agreement and the sale of Premisesoperty pursuant to the terms and

conditions hereof (i) shall not constitute a violation or breach by such pParty of (1) any contract,

agreement, understanding or instrument to which it is a party or by which the pParty is subject or

bound; or (2) any judgment, order, writ, injunction or decree issued against or imposed upon

them; and (ii) will not result in the violation of any applicable law, order, rule or regulation of

any government or quasi-governmental authority.

[5.] There are no (i) claims, actions, suits, condemnation actions or proceedings pending or, to the

best of the pParty’s knowledge, threatened against such pParty or such pParty’s Properties-

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which would materially and adversely affect its Property, or (ii) violation of any law, statute,

governmental regulations or requirement, which would materially and adversely affect any such

Property, except as noted herein. There is currently litigation pending in the Connecticut

Superior Court Judicial District of Stamford/Norwalk at Stamford described - S & E

PROPERTIES, LLC v. 587 CT AVE, LLC Docket No. FST-CV 15-6026730-S between the

owner of 15 Belden Avenue and CT AVE LLC concerning rights related to parking on 15

Belden Avenue. CT AVE LLC represents that the outcome of this litigation could affirm a 1948

deed that gives parking rights to CT AVE LLC, on the Belden Avenue Property, or it could

determine 11 Belden Avenue has no parking rights on the Belden Avenue Property, or something

in between. Each Party will cooperate with the other Party in providing reasonable access to

records and documentation in such Party’s possession or control for review, including but not

limited to any leases and related documentation, surveys, engineering reports, environmental

inspection and remediation reports.

4.[6.] The Parties each agree that neither of them were represented by a broker in any transaction

described herein.

5.[7.] A notice, demand, or other communications under this Agreement by any Party shall be

deemed sufficiently given or delivered if hand delivered, sent by overnight courier from whom a

receipt can be obtained, or if sent by registered or certified mail, postage prepaid, return receipt

requested, as follows:

(i) Notices to the City must be addressed to the Mayor at 125 East Avenue, P.O. Box 5125,

Norwalk, CT 06856-5125, with a copy to Corporation Counsel at 125 East Avenue, P.O. Box

5125, Norwalk, CT 06856-5125.

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(ii) Notices to 587 Ct Ave, LLC must be addressed to 11 Belden Avenue, 2nd Floor, Norwalk,

CT 06850.

[(iii)] Notices to the Norwalk Public Library Board must be addressed to Alex Knopp, President,

Norwalk Public Library, 1 Belden Avenue, Norwalk, CT 06850.

7. This Agreement shall be construed under and governed by the laws of the State of Connecticut.

8. If any provision of this Agreement is held invalid, the remainder of the Agreement shall not be

affected thereby if such remainder would then continue to conform to the requirements of

applicable laws, regulations, statues, municipal charters and codes.

[9.] Any right or remedy which any pParty to this Agreement may have under this Agreement, or

any of its provisions, may be waived in writing by such pParty without execution of a new or

supplementary Agreement. Any such waiver shall not affect any other rights not specifically

waived. If any pParty to this Agreement does not exercise or delays in exercising or exercises

only in part any of its respective rights and/or remedies set forth in this Agreement for the curing

or remedying of any default or breach of covenant or condition, or any other right or remedy, in

no event shall such non-exercise, delay or partial exercise be construed as a waiver of full action

by such pParty or a waiver of any subsequent default or breach of covenant or condition.

[10.] This Agreement may be amended only by a written document, duly executed by all of the

pParties hereto, evidencing the mutual agreement of the pParties to such an amendment.

9.[11.] This Agreement will be effective only upon its approval by the Norwalk Common Council.

[12.] This Agreement shall be immediately recorded on the Norwalk Land Records as an

encumbrance on the Belden Avenue Property as soon as the Agreement is fully executed by the

parties and the Option Payment is made to CT AVE. LLC, pursuant to paragraph III.1.

{S7069088;5} 19

IN WITNESS WHEREOF, the Library Board, 587 CT AVE, and the City have caused

this Agreement to be duly executed each in its own behalf by the Mayor of the City, the

President of the Library Board, and the Manager of 587 CT AVE LLC, respectively. The

parties’ respective seals are hereunto duly affixed on or as of the date first above written. This

Agreement, therefore, constitutes a valid and binding obligation enforceable in accordance with

its terms, conditions, and provisions.

[SIGNATURE PAGES FOLLOW]

{S7069088;5} 20

Dated at Norwalk, Connecticut, the day and year first above written.

Witnesses’ Signatures CITY OF NORWALK

__________________________

__________________________ By: _____________________________Harry W. RillingIts MayorDuly Authorized

Date Signed: _____________________

STATE OF CONNECTICUT) ) ss: Norwalk

COUNTY OF FAIRFIELD )

On this ______ day of _______________, 2017, before me, the undersigned officer, personally appeared HARRY W. RILLING, who acknowledged himself to be the Mayor of the City of Norwalk, and that he as such Mayor, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the City by himself as Mayor.

In Witness Whereof, I hereunto set my hand and official seal.

______________________________Notary Public Commission of the Superior Court

/tt/file_convert/5b0931f07f8b9ac90f8db00e/document.docx

{S7069088;5} 21

Witnesses’ Signatures NORWALK PUBLIC LIBRARY BOARD

____________________________

____________________________ By: _____________________________Alex A. Knopp

Its President Duly Authorized

Date Signed: _____________________

STATE OF CONNECTICUT) ) ss: Norwalk

COUNTY OF FAIRFIELD )

On this ______ day of ______________, 2017, before me, the undersigned officer, personally appeared ALEX A. KNOPP, who acknowledged himself to be the President of the Norwalk Public Library Board, and that he as such President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Norwalk Public Library Board by himself as President.

In Witness Whereof, I hereunder set my hand and official seal.

______________________________Notary Public Commission of the Superior Court

{S7069088;5} 22

Witnesses’ Signatures 587 CT AVE, LLC

____________________________

____________________________ By: _____________________________Jason Milligan

Its Manager Duly Authorized

Date Signed: _____________________

STATE OF CONNECTICUT) ) ss: Norwalk

COUNTY OF FAIRFIELD )

On this ______ day of ______________, 2017, before me, the undersigned officer, personally appeared JASON MILLIGAN, who acknowledged himself to be the Manager of 587 CT AVE, LLC, and that he as such Manager, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of 587 CT AVE, LLC by himself as Manager.

In Witness Whereof, I hereunder set my hand and official seal.

______________________________Notary Public Commission of the Superior Court

APPROVED AS TO FORM:OFFICE OF CORPORATION COUNSEL

By: __________________________

{S7069088;5} 23

OPTION AGREEMENT LIST OF SCHEDULES AND EXHIBITS

Schedule A – property description of 11 Belden Ave

Exhibit A – CT AVE LLC withdrawal of zoning permit application

Exhibit B – Assignment of Leases and Security Deposits

Exhibit C – Map of lease area for library parking

Exhibit D – Parking lease

Exhibit E – Map of adjacent berm area additional parking on West side of Library

Exhibit F – Notice of Option

{S7069088;5} 24

SCHEDULE ASCHEDULE A PROPERTY DESCRIPTION

ALL THAT CERTAIN piece or parcel of land, together with the buildings and improvements thereon, situated in the City of Norwalk, County of Fairfield and State of Connecticut, commonly known as No. 1 1 Belden Avenue and being shown on a certain map or plan entitled, "Plot Plan of Property Prepared for Mary Lee Stiegler, Norwalk, Conn., Scale I " = 20', August 11, 1978", Leo Leonard, P. E. & L. S. Conn. Reg. No. 2496, which map or plan is on file in the Office of the Norwalk Town Clerk as Map No. 8466, reference to which may be had, and being bounded:

NORTHEAST: by Belden Avenue, so-called, 237.53 feet;

SOUTHEAST: by land now or formerly of First Taxing District, City of Norwalk, a shown on said map, 57 .93 feet;

SOUTHWEST: by land now or formerly of said First Taxing District, City of Norwalk, as shown on said map,

8.00 feet;

SOUTHEAST again: by land now or formerly of said First Taxing District, City of Norwalk, as shown on said map, 1 1 7.53 feet;

SOUTH: by land now or formerly of said First Taxing District, City of Norwalk, as shown on said map,

32.95 feet;

EAST: by land now or formerly of said First Taxing District, City of Norwalk, as shown on said map,

233.65 feet;

SOUTH again: by Mott Avenue, so-called, 80.00 feet;

WEST: by land now or formerly of Norwalk Aerie No. 588 Fraternal Order of Eagles, as shown on said map, 286.43 feet;

SOUTHWEST again: by land now or formerly of said First Taxing District, Ci ty of Norwalk, as shown on said map,

7.69 feet; and,

NORTHWEST: by land now or formerly of Walter Whitton, as shown on said map, 214.05 feet

TOGETHER WITH a right of way as set forth in an i nstrument dated December 8, 1948 and recorded i n Volume 338 at Page 389 of the Norwalk Land Records and as may be shown and on a map entitled, "Map Showing Right of Way Prepared for First Taxing District, Ci ty of Norwalk, Conn., and Richard Stiegler at Norwalk, Conn., Scale l " = 20', 1948", on file in the Office of the Norwalk Town Clerk as Map No. 3028.

Together with the right of way as set forth in that certain instrument recorded in the Norwalk Land Records in Vol ume 334 at Page 246 of the Norwalk Land Records.

{S7069088;5} 25

PERMITTED EXCEPTIONS:

1. Terms, conditions and covenants as set forth in an instrument dated December 8, 1948 and recorded in Volume 338 at Page 389 of the Norwalk Land Records and as shown on Map No. 3028 on file in the Office of the Norwalk Town Clerk.

2. Easement in favor of the First Taxing District of the City of Norwalk dated December 8, 1948 and recorded in Volume 338 at page 390 of the Norwalk Land Records.

3. Easement rights as contained in that certain instrument recorded in Volume 334 at Page 246 of the Norwalk Land Records.

4. Building line, notations and facts as shown on Map No. 2863 on file in the Office of the Norwalk Town Clerk.

5. Facts as shown on Map No. 3028 on file in the Office of the Norwalk Town Clerk.

END OF EXCEPTIONS

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SCHEDULE B

{S7069088;5} 27

SCHEDULE C

{S7069088;5} 28

EXHIBIT A

{S7069088;5} 29

EXHIBIT B

{S7069088;5} 30

EXHIBIT C

{S7069088;5} 31

EXHIBIT D

{S7069088;5} 32