REQUEST FOR PROPOSALS

FOR THE PURCHASE AND SALE OF

FORMER ST. JOSEPH PARISH

CORPORATION PROPERTIES

23-27 JOHN STREET – RFP #8610

A. Basic Information

Issue Date: October 3, 2025

DATE SUBMISSIONS ARE DUE: 10:30AM October 30, 2025

Department Managing this RFP: The Finance Department.

Primary Contact: Mr. Kevin McCaffery, Director of Purchasing (via ProcureWare only).

This RFP is posted on the City of Waterbury ProcureWare website at:

https://waterburyct.procureware.com/Bids

Site visits will be available by appoint only between October 7, 2025 and October 21, 2025. Please coordinate your request for a site visit with Mr. McCaffery at (203) 574-6748.

B. Introduction

The City of Waterbury (hereinafter “City”), is offering for sale, the former St. Joseph’s Corporation Properties located at 23-47 John Street, Waterbury Connecticut 06702. The ‘property’ located at 23 John Street and 47 John Street, and a portion of 46 Congress Avenue. The Properties include a school building, a former convent building, a garage, and “club” building, but excludes the St. Joseph’s Church building and the property on which it is located.

C. Background and Intent

The City’s primary objective is to sell this property in support of its efforts to selectively reduce the City’s landlord leased property management portfolio. The City desires the Properties continued use in providing education and/or community services for the benefit of the community.

The City’s sale of the property is conditioned upon approval of the terms and conditions set in the Purchase and Sales Agreement (Attachment B).

D. Property Description

The Properties are located on the southwest corner of Green and John Streets and is further identified by the Assessor as Map 367, Block 679, Lot 30 and portion of Lot 31.

The 1.27-acre site features level to gently sloping topography and is located in the RH, High Density Multi-Family Residential District. The Properties include a special purpose school complex that contains 33,222 square feet of gross building area, a former convent building, a garage, and a “club” building. Since 2019, upgrades include a partial new roof, installation of a new parking area between the two buildings, as well as painting, new https://waterburyct.procureware.com/Bids lighting (LED), bathrooms, plumbing and electrical components to the school building.

Upgrades were also made to flooring within the multi-purpose gymnasium/theater/cafeteria, which has an attached cafeteria. The former convent building housed a library and offices.

The following leases and license agreements currently exist:

• A License Agreement for the City to use Saint Joseph’s Parking lot located on the southerly side of Congress Street for a term of 15 years at no cost. This License is for the City’s use only and any third party would have to gain approval of the Church lot #31 owner and the City to use the parking lot which is the subject of this License which approval is not guaranteed.

• A License Agreement for Saint Joseph to use the kitchen in the former Saint Joseph’s School adjacent to Licensee’s church building, on Sunday mornings from 9:00 a.m. through 11:30 a.m. during the months of October through May of each year for the purpose of holding a “coffee and social”. Term of the Licensee shall be during Licensee’s ownership of its church building located at 46 Congress Avenue at no cost.

• Cross Easements Agreement between the owner of Lot 31 (“the Church”) owned by Saint Joseph Parish and Lot 30 owned by the City of Waterbury. The Easement allows the Church owner of Lot 31 to use the pass way between the School and Church to access the Church parking lot in back of the Church.

• A Lease Agreement with Children’s Community School for their lease of the school building with an initial period of five (5) years commencing on August 1, 2023 and ending July 31, 2028.

E. Property Restrictions

The Property is restricted via deed. The restriction states:

“Said Property is subject to is subject to (a) any and all provisions of any ordinance, municipal regulation, or public or private law; declarations, restrictions, covenants, and easements of record, any state of facts an accurate survey or personal inspection of the Property might reveal, provided they do not render title to the Property unmarketable; (b) current taxes and assessments; (c) a restriction, for a period of five (5) years from the date of the deed, that the property shall be used for educational purposes, as a community center, or for social services purposes, but shall not used for any of the following purposes without the written approval of the Seller which approval may be granted or withheld in Seller's sole discretion:

i) as a "secure residential facility". For purposes of this Agreement, "secure residential facility" shall mean that there are any locked doors, obstructions or fencing that would prohibit residents from exiting a room or building on the Premises;

ii) as a drug dispensary;

iii) for substance abuse treatment or counseling;

iv) as an alternative to incarceration;

v) for remand as result of a criminal court order;

vi) for discipline or any alternative to discipline in the justice system, juvenile or otherwise; or

vii) as a reform school, penal institution or alternative thereto;

and (d) a restriction that the Buyer will not use the name "Saint Joseph" or any derivative thereof in connection with any operations or activities on the subject Property, including property identification.”

F. Required Proposal Contents

Each proposal shall include a detailed narrative describing all relevant aspects of the proposed purchase and use of the Property. The description should address:

1. General company information and contact information;

2. Company’s general operating purpose, goals and objectives;

3. The proposed purchase price;

4. Any additional information that the respondent wishes to bring to the attention of the City that is relevant to this RFP.

G. Qualifications

Each Respondent must demonstrate sufficient financial resources and professional ability to use the Property in a manner consistent with its Proposal.

H. Developer Due Diligence

Respondents should assume that the Property, including land, improvements, and any supporting building infrastructure, will be sold “AS IS” and “WHERE IS” without representation, warranty, or guaranty as to quantity, quality, title, character, condition, size, or kind, or that the same is in condition or fit to be used for the Respondent’s purpose.

The City may post information regarding the RFP on the City’s website https://waterburyct.procureware.com; Respondents are encouraged to check back for updates.

Respondents must rely on their own research and investigations for all matters, including, costs, title, survey, development, financing, construction, HazMat materials, investigation remediation, and renovation.

I. RESERVED

J. General Information

1. The City is an Equal Opportunity and Affirmative Action employer and does not discriminate in its hiring, employment, or business practices.

The City is committed to complying with the Americans with Disabilities Act of 1990 (ADA) and does not discriminate on the basis of disability, in admission to, access to, or operation of its programs, services, or activities.

2. Respondent must complete and sign the items and any forms included in

Attachment A. (Contract Compliance Packet).

3. All questions and communications about this request for Proposal and submission requirements must be directed to the City of Waterbury ProcureWare website and must be received by 2:00PM on October 21, 2025. Prospective Respondents must limit their contact regarding this RFP to the Purchasing Director or such other person otherwise designated by the Purchasing Director. Responses to questions submitted by the above date or identified at any information session to be held in regard to this RFP, along with any changes or amendments to this RFP, will be available via the City of Waterbury ProcureWare website by 2:00PM on October 23, 2025. It shall be the responsibility of the Respondent to download this information. If you have any procedural questions in this regard, please call the Purchasing Director at (203) 574- 6748.

K. Site Visit

Site visits will be available by appoint only between October 7, 2025 and October 21, 2025. Please coordinate your request for a site visit with Mr. McCaffery at (203) 574-6748.

L. Conditions

All those submitting proposals must be willing to adhere to the following conditions and must positively state this in the proposal:

1. All proposals in response to this RFP are to be the sole property of the City. Respondents are encouraged not to include in their proposals any information which is proprietary. All materials associated with this procurement process are subject to the terms of state laws defining freedom of information and privacy and all rules, regulations and interpretations resulting from those laws.

2. The timing and sequence of events resulting from this RFP will ultimately be determined by the City.

3. The Respondent agrees that the proposal will remain valid for a period of ninety (90) days after the closing date for the submission and may be extended beyond that time by mutual agreement.

4. The City may amend the terms or cancel this RFP any time prior to the execution of a Real Estate Contract if the City deems it to be necessary, appropriate or otherwise in the best interests of the City. Failure to acknowledge receipt of amendments, in accordance with the instructions contained in the amendments, may result in a proposal not being considered. At his option, the City’s Director of Purchasing may provide all Respondents with a limited opportunity to remedy any technical deficiencies identified by the City in their initial review of proposals.

5. Any costs and expenses incurred by Respondents in preparing or submitting proposals are the sole responsibility of the Respondent.

6. A Respondent must be prepared to present evidence of experience, ability, financial standing, and any other information deemed necessary by the City to satisfactorily meet the requirements set forth or implied in the proposal.

7. No additions or changes to the original proposal will be allowed after submittal, except as may be allowed by the City, at its sole option. While changes are not permitted, clarification of proposals may be required by the City at the Respondent’s sole cost and expense. The final price and scope resulting from this RFP may be negotiated with responsible Respondents.

8. The Respondent may be required to give presentations to the extent necessary to satisfy the City’s requirements or needs. In some cases, Respondents may have to give presentations or further explanation to any RFP selection committee established by the City.

9. The Respondent represents and warrants that the proposal is not made in connection with any other Respondent and is in all respects fair and without collusion or fraud. The Respondent further represents and warrants that it did not participate in any part of the RFP development process, had no knowledge of the specific contents of the RFP prior to its issuance, and that no agent, representative or employee of the City participated directly in the Respondent’s proposal preparation.

10. All responses to the RFP must conform to instruction. Failure to include any required signatures, provide the required number of copies, to meet deadlines, answer all questions, follow the requested format, or failure to comply with any other requirements of this RFP may be considered appropriate cause for rejection of the response.

11. The Respondent must execute a contract acceptable to the City, that shall contain all provisions necessitated by state, federal or local requirements.

12. The City is an Equal Opportunity and Affirmative Action employer and does not discriminate in its hiring, employment, or business practices. The City is committed to complying with the Americans with Disabilities Act of 1990 (ADA) and does not discriminate on the basis of disability, in admission to, access to, or operation of its programs, services, or activities.

13. Any contract resulting from this RFP process will represent the entire agreement between the Respondent and the City and will supersede all prior negotiations, representations or agreements, alleged or made, between the parties. The City shall assume no liability for payment of services under the terms of the contract(s) order until the successful Respondent is notified that the contract(s) order has been accepted and approved by the City. Any contract resulting from this RFP may be amended only by means of a written instrument signed by the Respondent and signed by the Mayor.

M. Proposal Requirements & Required Format

One original (clearly identified as such) and four (4) paper copies of the proposal, as well as a copy of the original proposal in pdf format on a flash drive, must be received at the following address no later than 10:30AM on October 30, 2025. Proposals received after that time shall not be considered.

Mr. Kevin McCaffery

Director of Purchasing City of Waterbury 235 Grand Street

Room 103 Waterbury, CT 06702

Proposals submitted must be bound, paginated, indexed and numbered consecutively. Respondents shall complete Attachment C addressed to Mr.

McCaffery, which, in part, includes a statement by the Respondent accepting all terms and conditions and requirements contained in the RFP, and which shall be signed by a duly authorized official of the organization submitting the proposal. Respondents shall also, as indicated in Attachment C, identify the name of a contact person, along with their telephone number, email address, if applicable, and address, who can be contacted for the purpose of clarifying the information contained in their response to this RFP. In addition to any other information required in Attachment C, Respondents shall provide their firm’s authorization and a request to any persons, firm, or corporation to furnish any information requested by the City of Waterbury in verification of the recitals included in its response to this RFP.

Proposals must set forth accurate and complete information for each of the items listed below. At the City’s discretion, failure to do so could result in disqualification.

1. Proposer Information: Please provide the following information:

a. Firm Name

b. Permanent main office address

c. Date firm organized.

d. Legal Form of ownership. If a corporation, indicate where incorporated.

e. How many years have you been engaged in services you provide under your present name?

f. Names, titles, reporting relationships, and background and experience of the principal members of your organization, including officers.

2. Information Regarding: Failure to Complete Work, Default and Litigation.

Please respond to the following questions:

a. Have you ever failed to complete any work awarded to you? If so, where and why?

b. Have you ever defaulted on a contract? If so, where and why?

c. Is there any pending litigation which could affect your organization’s ability to perform this agreement? If so, please describe.

a. Has your firm ever had a contract terminated for cause within the past five years? If yes, provide details.

b. Has your firm been named in a lawsuit related to errors and omissions within the past five years? If yes, provide details.

c. During the past seven years, has your firm ever filed for protection under the Federal bankruptcy laws? If yes, provide details.

d. Are there any other factors or information that could affect your firm’s ability to acquire the Property being sought about which the City should be aware?

e. Has any participating member of the Respondent Team been involved in any litigation or legal dispute against the State or any agency, department, authority or subdivision of the State or the City or any litigation or legal dispute regarding a real estate venture during the past five years.

3. Exceptions and Alternatives. Respondents wishing to take any exceptions to any requirement in the RFP shall state and explain such exceptions. The City may accept proposals which take exception to any requirements in this RFP, or which offer any alternative to a requirement herein, as well as consider such exceptions and alternatives in evaluating responses. Any exception or alternative must be clearly delineated and cannot materially affect the substance of this Request for Proposals.

4. Additional Data. Any additional information which the Respondent wishes to bring to the attention of the City that is relevant to this RFP.

N. Evaluation of Proposals; Selection Process

1. Evaluation Criteria

The following criteria are expected to be among those utilized in the selection process. They are presented as a guide for the Respondent in understanding the City's requirements and expectations for this Project and are not necessarily all inclusive or presented in order of importance.

a. Respondents’ demonstration of sufficient financial resources and professional ability to use the Property in a manner consistent with its Proposal.

b. Proposed property use plan. Emphasis will be on grasp of the issues involved, soundness of approach and the quality of the overall proposal.

c. Acquisition price proposal.

2. Selection Process

The City of Waterbury may elect to have the proposals evaluated by a committee as part of making a selection. If deemed necessary, the City reserves the right to arrange for interviews/oral presentations as part of the selection process, which invitations for interviews may involve a short-listing of the proposals received. Any award is subject to approval by all applicable City boards or commissions.

O. Rights Reserved To The City

The City reserves the right, in its sole discretion, to reject any Proposal that is deemed incomplete or unresponsive to the RFP requirements. The City also reserves the right, in its sole discretion, to reject any and all Proposals for any reason or for no reason, and to proceed (or not proceed) with the sale of the Property (either by itself or in conjunction with one or more third-party(ies)) without completing this RFP process. In evaluating the capabilities of each Respondent, the City may utilize any and all information available (including information not provided by the Respondent). Proposals should clearly and concisely state the unique capabilities, experience, and advantages of the Respondent, and demonstrate the Respondent’s capability to satisfy the requirements and objectives set forth in this RFP.

The City also reserves the right to waive technical defects, irregularities and omissions if, in its judgment, the best interest of the City will be served.

Attachments

Attachment A - Contract Compliance Packet Attachment B – Real Estate Contract

Exhibits Exhibit A – Lot Line Revision Map Dated 1-19-22

Attachment A Documents

• ANNUAL STATEMENT OF FINANCIAL INTEREST

• DEBARMENT CERTIFICATION

• CITY OF WATERBURY DISCLOSURE OF OUTSTANDING OBLIGATIONS

CITY OF WATERBURY

ANNUAL STATEMENT OF FINANCIAL INTERESTS (Calendar Year 202__) Persons or Entities Conducting Business with the City d:\attach-a-annual statement of financial interests.doc 1

I. Outstanding Purchase Orders of Contracts with the City

A. Contracts

No Contracts with the City

(Service or Commodity Covered by Contract)

(Term of Contract)

(Service or Commodity Covered by Contract)

(Term of Contract)

(Service or Commodity Covered by Contract)

(Term of Contract)

FILL IN AND RETURN WITH YOUR SUBMISSION

Persons or Entities Conducting Business with the City d:\attach-a-annual statement of financial interests.doc 2

B. Purchase Order(s).

No Purchase Order(s) with the City

(Service or Commodity Covered by Purchase Order)

(Date of Purchase Order)

(Service or Commodity Covered by Purchase Order)

(Date of Purchase Order)

(Service or Commodity Covered by Purchase Order)

(Date of Purchase Order)

Persons or Entities Conducting Business with the City d:\attach-a-annual statement of financial interests.doc 3

II. Financial Interest Disclosure (Public Officials, Employees or Board and Commission Members with interest in

Person or Entity Conducting Business with the City)

No Officials, Employees or Board and Commission Members with Financial Interest

(Name of Official)

(Position with City)

(Nature of Business Interest) (e.g. Owner, Director etc…)

Interest Held By:

Self Spouse Joint Child

(Name of Official)

(Position with City)

(Nature of Business Interest) (e.g. Owner, Director etc…)

Interest Held By:

Self Spouse Joint Child d:\attach-a-annual statement of financial interests.doc 4

1. I certify that this Annual Statement of Financial Interests is a complete and accurate statement of those matter required to be disclosed by me pursuant to §39.061 of the Code of Ordinances.

2. I understand that if I fail to file an Annual Statement (or amendment thereto) or an inaccurate Statement I will be in violation with Chapter 39 of the Code of Ordinance and, thereby, subject to the remedies set forth in §§38.71 and

39.101 of said Code.

3. I understand that I must file with the City Clerk, within fifteen (15) days following any reportable occurrence, any amendments to the Annual Statement.

I have read and agree to the above certification.

(Name of Company, if applicable)

Signature of Individual (or Authorized Signatory) Date

Print or Type Name and Title (if applicable)

DELIVERED By Mail Hand-Delivered

DISCLOSURE AND CERTIFICATION AFFIDAVIT REGARDING OUTSTANDING

OBLIGATIONS TO THE CITY OF WATERBURY

For the purposes of this Disclosure of Outstanding Financial Obligations, the following definitions apply:

(a) “Contract” means any Public Contract as defined below.

(b) "Person” means one (1) or more individuals, partnerships, corporations, associations, or joint ventures.

(c) “Public Contract” means any agreement or formal commitment entered into by the city to expend funds in return for work, labor, services, supplies, equipment, materials or any combination of the foregoing, or any lease, lease by way of concession, concession agreement, permit, or per agreement whereby the city leases, grants or demises property belonging to the city, or otherwise grants a right of privilege to occupy or to use said property of the city.

(d) “City” means any official agency, board, authority, department office, or other subdivision of the City of Waterbury.

State of_____________________________

SS.:___________________

County of___________________________

_____________________________________________________, being first duly sworn, deposes and says that:

1. I am the owner, partner, officer, representative, agent or ___________________ of __________________________(Contractor’s Name), the Contractor that has submitted the attached agreement.

2. I am fully informed respecting the preparation and contents of the attached Agreement and of all pertinent circumstances respecting such Agreement;

3. That as a person desiring to contract with the City (check all that apply):

____ The Contractor and each owner, partner, officer, representative, agent or affiliate of the Contractor has filed a list of taxable personal property with the City of Waterbury for the most recent grand list, as required by Conn.

Gen. Stat. §12-42.

____ Neither the Contractor nor any owner, partner, officer, representative, agent or affiliate of the Contractor are required to file a list of taxable personal property with the City of Waterbury for the most recent grand list, as required by Conn. Gen. Stat. §12-42.

____ Neither the Contractor nor any owner, partner, officer, representative, agent or affiliate of the Contractor either directly or through a lease agreement, owes back taxes to the City of Waterbury

OBLIGATIONS TO THE CITY OF WATERBURY

____ Neither the Contractor nor any owner, partner, officer, representative, agent or affiliate of the Contractor either directly or through a lease agreement, has any other outstanding obligations to the City of Waterbury

4. The following list is a list of the names of all persons affiliated with the business of the Contractor, if none state none. Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title Affiliated Company (if none state NONE)

Service or

Material

DOB

5. That as a person desiring to contract with the City:

(a) The Contractor or an owner, partner, officer, representative, agent or affiliate of the Contractor provides, or has provided, services or materials to the City within one (1) year prior to the date of this disclosure, if none, state none.

Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title Affiliated Company (if none state NONE)

Service or

Material

DOB

(b) The Contractor possesses an ownership interest in the following business organizations, if none, state none. Use additional sheet if necessary (Must be on company letterhead and notarized) :

Organization Name

Address Type of Ownership

(c) The following persons possess an ownership interest in the Contractor. If the Contractor is a corporation, list all of the officers of the corporation and the names of each stockholder whose shares exceed twenty-five

OBLIGATIONS TO THE CITY OF WATERBURY

(25) percent of the outstanding stock, if none, state none. Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title DOB Stock %

(d) Of the following of the affiliates, individuals or business entities identified in this affidavit, list each that owns, owned, or within one (1) year prior to the date of this disclosure has owned, taxable property situated in the City of Waterbury, if none state none. Use additional sheet if necessary (Must be on company letterhead and notarized):

Name Title Affiliated Company (if none state NONE)

Address DOB

(e) If the Contractor conducts business under a trade name, the following additional information is required: the place where such entity is incorporated or is registered to conduct such business; and the address of its principal place of business, if none, state none:

TRADE NAME PLACE OF INCORPORATION/REGISTRY PRINCIPAL

PLACE

OF BUSINESS

I hereby certify that the statements set forth above are true and complete, and I understand that any incorrect information or omission of information from this affidavit may result in the immediate termination of the Contractor’s agreement with the City of Waterbury.

For Partnership/Sole Proprietor

In presence of:

Witness Name of Partnership/Business

OBLIGATIONS TO THE CITY OF WATERBURY

By: ______________________________ Name of General Partner/ Sole Proprietor

Address of Business

State of _____________________ )

) SS

County of ____________________ )

______________________________________________ being duly sworn, Deposes and says that he/she is _____________________ of _____________ and that he/she answers to the foregoing questions and all statements therein are true and correct.

Subscribed and sworn to before me this _________ day of _________ 202_.

(Notary Public)

My Commission Expires: ________________________________

For Corporation

Witness Name of Corporate Signatory

Address of Business

Affix Corporate

Seal

By:__________________________________ Name of Authorized Corporate Officer

Its:_____________________________ Title

OBLIGATIONS TO THE CITY OF WATERBURY

State of _____________________ )

) SS

County of ____________________ )

______________________________________________ being duly sworn, deposes and says that he/she is _____________________ of _____________ and that he/she answers to the foregoing questions and all statements therein are true and correct.

Subscribed and sworn to before me this _________ day of _________ 202__.

(Notary Public)

My Commission Expires: ________________________________

Attachment B Document

• SAMPLE CONTRACT

• SAMPLE CORPORATE RESOLUTION

• SAMPLE LLC RESOLUTION

{W0715916.2} 1

ATTACHMENT B

REAL ESTATE CONTRACT

1. PARTIES.

Buyer: The Successful Respondent to RFP#8610

Seller: The City of Waterbury (“City”) 235 Grand Street Waterbury, CT 06702

2. PROPERTY. Buyer agrees to purchase from Seller, and Seller agrees to sell to Buyer, all of the right, title and interest in certain real property with all improvements and buildings thereon known as 23 John Street, 47 John Street, and 46 Congress Avenue, Waterbury, Connecticut, which parcel includes a school building, a convent building aka a Parish Center building, a garage, and a “club” building and all land within the revised Lot # 30 “new area” which lot includes all buildings mentioned above (collectively “Property to be conveyed”), but excluding from the sale the revised parcel Lot 31 “new area” containing the church building, which lot revision is described on the Survey entitled “LOT LINE REVISION MAP, Owned By Saint Joseph Parish Corporation, 46 Congress Avenue, 23 John Street and 47 John Street Waterbury, Connecticut Meyers Associates P.C. Engineers – Surveyors – Planners 60 Linden Street Waterbury, Connecticut 06702 – (203) 575- 0350, Scale: 1” = 20’, Date: 1-21-2022, Sheet # 1 of 1, Drawn By: S.A.M.” which is attached hereto as Exhibit A and made a part hereof.

3. FIXTURES AND PERSONAL PROPERTY. All fixtures, such as lighting, heating, and plumbing fixtures, are included in the sale.

4. PURCHASE PRICE.

a) The total purchase price is: $____________

b) Buyer shall make the following deposit upon execution of this Contract: $____________

c) Total Additional Funds Due at Closing payable by Certified or Bank Draft or wire transfer: $____________

5. ESCROW OF DEPOSITS. All deposits will be held by the City’s escrow and closing attorney in a non-interest bearing account. In case of a dispute, the City’s Attorney shall continue to hold all deposits until the parties' rights to the deposits are finally adjudicated or agreed upon.

{W0715916.2} 2

6. CONDITION OF PREMISES. The Buyer agrees that the Buyer is responsible for its own inspection and examination of the Property including all public records, files, and documents concerning the Property. The Buyer agrees to its purchase of the Property in its As Is Condition.

The acceptance by the Buyer of the Deed at the Closing shall constitute an acknowledgement by the Buyer that the Property was accepted by the Buyer "AS IS AND WHERE IS AND WITH ALL FAULTS" and, without representations or warranties from the Seller express, implied, or statutory.

7. CLOSING. The closing will take place on or before ______________, or such later date if extended in writing by the parties. The closing will be held at Seller’s attorney’s office or at such other place as mutually agreed to by the parties.

8. TITLE. Seller will transfer fee simple title to the Property to Buyer by a Connecticut form of Quit Claim Deed, subject to (a) any and all provisions of any ordinance, municipal regulation, or public or private law; declarations, restrictions, covenants, and easements of record, any state of facts an accurate survey or personal inspection of the Property might reveal, provided they do not render title to the Property unmarketable; (b) current taxes and assessments; (c) a restriction, for a period of ____ (__) years from the date of the deed, that the property shall be used for educational purposes, as a community center, or for social services purposes, but shall not used for any of the following purposes without the written approval of the Seller which approval may be granted or withheld in Seller’s sole discretion:

i) as a "secure residential facility". For purposes of this Agreement, "secure residential facility" shall mean that there are any locked doors, obstructions or fencing that would prohibit residents from exiting a room or building on the Premises;

ii) as a drug dispensary;

iii) for substance abuse treatment or counseling;

iv) as an alternative to incarceration;

v) for remand as result of a criminal court order;

vi) for discipline or any alternative to discipline in the justice system, juvenile or otherwise; or

vii) as a reform school, penal institution or alternative thereto;

and (d) a restriction that the Buyer will not use the name “Saint Joseph” or any derivative thereof in connection with any operations or activities on the subject Property, including property identification and (e) Cross Easements Agreement between the City of Waterbury and Saint Joseph Parish Corporation recorded on 6-28-2022 at vol 8528 page 260. If the Seller shall be unable, either on the date set for the closing of title or within thirty (30) days thereafter, to convey a marketable title to the Property free from all encumbrances and defects not excepted in this Contract, subject, however, to all applicable zoning and town planning ordinances and regulations, the Buyer shall have the option either of accepting such title as the Seller can convey or of rescinding this Contract. It is mutually understood and agreed that no matter shall be construed as an encumbrance or defect in title so long as such matter is not construed as an encumbrance or defect rendering the title unmarketable under the Standards of the Connecticut Bar Association where applicable. If the Buyer shall elect to rescind pursuant to this Section 8, the Seller forthwith shall refund the deposit monies paid by the

{W0715916.2} 3

Buyer on account of the purchase price, whereupon all rights and liabilities of the parties by reason of this Contract shall be deemed terminated and at an end.

9. ADJUSTMENTS. Adjustments for taxes, water, fire taxes, sewer, and other charges will be made as of the date of closing in accordance with the custom of the Bar Association for the county where the Property is located.

10. POSSESSION AND OCCUPANCY. At the time of closing, possession and occupancy of the Property shall be delivered to Buyer in the condition they were in on the date of this Contract, subject to ordinary wear and use.

11. DUE DILIGENCE/CONTINGENCIES.

(a) Title Review. Buyer shall have thirty (30) days, from the date of complete execution of this Contract, within which to undertake its title review (“Title Review Period”). In the event that the title reflects encumbrances that impact upon the Buyer’s proposed use of the Property for which encumbrances Seller is not able to obtain releases, Buyer shall provide Seller and Escrow Agent with written notice that it is terminating this Contract. If written notice of termination is given to Seller within three (3) business days of the termination of the Title Review Period, Seller shall direct the Escrow Agent to release the Buyer’s deposit to Buyer and thereafter neither party shall have any further liability to the other hereunder except as expressly set forth in this section 11. If written notice of termination is not timely given, this Contract remains in full force and effect. Seller shall be entitled to apply any portion of the Purchase Price to the payment and discharge of monetary liens at the Closing.

(b) Financing Contingency. Reserved.

(c) Governmental Approvals. Buyer’s purchase is subject to receipt of final non-appealable approval from all of Seller’s boards, commissions, and agencies which approval are required concerning Seller’s execution, authentication, delivery, and performance of the Contract.

12. CONDITION PRECEDENT TO SELLER’S TRANSFER OF PROPERTY. –

Reserved.

Prior to closing, and as a condition precedent of the Seller’s obligation to convey the Property to Buyer, the Buyer agrees to enter into:

a) An acknowledgement that the Property is being taken subject to a cross-easement agreement allowing Saint Joseph Parish Corporation the non-exclusive use of the John Street driveway that is located between the church building and the school building for access to that party’s respective property. Such easement agreement shall prohibit any use of the driveway as a child pickup or drop off area; and;

b) An assignment and assumption of the current License Agreement between City and

Saint Joseph Parish Corporation, whereby Saint Joseph Parish Corporation may utilize

{W0715916.2} 4 the gymnasium/kitchen building located on the subject property on Sunday mornings from 9:00 a.m. through 11:30 a.m. for “coffee and” hour on terms and conditions set forth therein.

c) An agreement in which the Buyer assumes the obligations of the Seller and is assigned the rights of the Seller as Lessor in that Lease of the portion of the Property known as the school building and gym between the City of Waterbury and the Children’s Community School Inc dated July 25, 2023 wth a termination date of July 31, 2028 subject to a five year extension period provided the Lessor consents.

13. BUYER’S REPRESENTATIONS AND WARRANTIES. The Buyer represents and warrants to Seller as follows:

(a) The execution and delivery of this Contract has been duly authorized..

(b) The execution of this Contract by the Buyer and performance of its obligations hereunder will not breach any agreements to which Buyer is a party.

14. SELLER’S REPRESENTATIONS AND WARRANTIES. The Seller represents and warrants to Buyer as follows:

(a) The execution and delivery of this Contract has been duly authorized.

(b) The execution of this Contract by the Seller and the performance of its obligations hereunder will not breach any agreements to which Seller is a party.

15. SELLER’S CLOSING DELIVERIES. Seller shall execute and deliver to Buyer such other documentation required or contemplated by this Contract and any other documentation reasonably and customarily required to be delivered by a Seller in connection with its sale of real property in the County of New Haven, Connecticut, including:

• A Quit Claim Deed, together with appropriate conveyance tax forms and checks from Seller to cover both state and local conveyance taxes (if any) and recordation fees for releases (if any).

• Title Insurance Affidavit regarding mechanics' liens, unpaid bills, and absence of tenants' rights in standard form.

• Such other documents as may customarily be provided in a closing including such entity documents as are required by Buyer’s title company.

• Evidence of the Mayor’s authority to sign this contract and the quit claim deed for the Seller.

16. BUYER’S CLOSING DELIVERIES. Buyer shall execute and deliver to Seller such

{W0715916.2} 5 other documentation required or contemplated by this Contract and any other documentation reasonably and customarily required to be delivered by a Buyer in connection with the sale of real property in the County of New Haven, State of Connecticut, including:

• All proceeds due in consideration of the transfer of the Property as required under section 4 of this Agreement.

• The fully executed assignment of the license with Saint Joseph Parish Corporation and the Seller regarding the Sunday seasonal use of the cafeteria area in the School building on the Property.

• Executed Acknowledgement of the Cross Easements Agreement concerning the passway right of the owner of the Church lot described herein at section 8(c) of this Agreement.

• Any agreement that may have been executed between Buyer and Saint Josephs Parish Corporation or its assigns regarding use of the surface parking lot at 46 Congress Avenue located across the street from the Church described herein.

(This agreement is not contingent upon any type of use agreement of said surface parking lot with Buyer and the said surface parking lot is not included in this sale agreement)

• An agreement in which the Buyer assumes the obligations of the Seller and is assigned the rights of the Seller as Lessor in that Lease of the portion of the Property known as the school building and gym between the City of Waterbury and the Children’s Community School Inc dated July 25, 2023 wth a termination date of July 31, 2028 subject to a five year extension period provided the Lessor consents.

17. BROKER/NOTICE TO AGENTS. The parties recognize and acknowledge that no realtors have been engaged in connection with this transaction. The party through or from which any brokerage claim arises shall save, defend, and hold the other harmless from and against such claim.

This section shall survive termination of the agreement.

18. NOTICE.

(a) All notices, demands, requests or other communications from each party to the other required or permitted under the terms of this Contract shall be in writing and, sent to the party to whom notice is intended to be given, with a copy to the attorneys for each of the parties at the following respective addresses:

If intended for Buyer:

With a copy to:

If intended for Seller:

With a copy to:

{W0715916.2} 6

If intended for Escrow Agent:

Notices may be given on behalf of any party by its attorney.

(b) Each such notice, demand, request or other communication shall be deemed to have been properly given for all purposes if (i) delivered to a nationally recognized overnight courier service for next business day delivery to its addressee at such party’s address as set forth above or

(ii) delivered by certified mail return receipt requested or (iii) delivered via facsimile transmission to the facsimile number listed above, provided, however, that if such communication is given via facsimile transmission, an original counterpart of such communication shall concurrently be sent in the manner specified in clause (i) or (ii) above via e-mail to the e-mail address listed above (with acknowledgment of receipt by recipient party).

(c) Each such notice, demand or request shall be deemed to have been given upon the earlier of actual receipt or refusal of delivery by the addressee.

19. ASSIGNMENT PROHIBITION. This Contract is not assignable by the Buyer.

20. DEFAULT BY SELLER. The Seller shall be in default under this Contract in the event that the Seller shall fail to perform and comply with the agreements and conditions with which Seller is required to comply or perform pursuant to this Contract. If the Seller shall be in default under this Contract, the Buyer’s sole remedy shall be to terminate this Contract (by written notice to the Seller) and receive a return of the deposit monies.

21. DEFAULT BY BUYER. The Buyer shall be in default under this Contract in the event that the Buyer shall fail to perform and comply with the agreements and conditions with which Buyer is required to comply or perform pursuant to this Contract. If the Buyer shall be in default under this Contract, the Seller shall be entitled to terminate this Contract (by written notice to the Buyer) and retain all deposit monies, and such deposit monies shall be construed as full liquidated damages, and neither party shall have further liability to the other.

22. DATE OF AGREEMENT AND TIME. The date of this Contract shall be the date on which the last party signs the Contract. In computing the number of days for purposes of this Contract, unless specified otherwise, all days shall be counted, including Saturdays, Sundays and holidays; however, if the final day of any time period provided in this Contract shall end on a Saturday, Sunday or legal holiday, then the final day shall be extended to 5:00 p.m. of the next full business day. For the purposes of this Section, the term “holiday” shall mean a day other than a Saturday or Sunday on which banks in Connecticut are closed.

23. CASUALTY LOSS/ RISK OF LOSS. Seller shall maintain in full force and effect liability and property insurance coverage on the Property until Closing. Prior to Closing, the risk of loss shall remain with Seller.

24. ATTORNEY’S FEES. In the event either the Seller or the Buyer shall bring suit on account of any breach of covenant, agreement, or condition herein written, the prevailing party in such

{W0715916.2} 7 litigation shall be entitled to reasonable attorney’s fees, in addition to the amount of the judgment, and costs.

25. COUNTERPARTS. This Contract may be executed by the parties in counterparts and faxed or .pdf signatures shall be considered originals.

26. COMPLETE AGREEMENT. This Contract contains the entire agreement between Buyer and Seller concerning this transaction, and supersedes any and all previous written or oral agreements concerning the Property. This Contract may not be modified except by an instrument in writing signed by the parties hereto.

Witnesses: SELLER: City of Waterbury

__________________________________ BY____________________________________

The Honorable Paul K. Pernerewski, Jr.

Its Mayor

__________________________________ Date: _______________________________

BUYER:

__________________________________ BY_____________________________________

___________________________________ Date:

{W0715916.2} 8

Exhibit A

Survey of Property

{W0715916.2} 9

CORPORATE RESOLUTION

I, ______________________________, hereby certify that I am the duly elected and acting Secretary of __________________________, a corporation organized and existing under the laws of the State of ____________________, do hereby certify that the following facts are true and were taken from the records of said corporation.

The following resolution was adopted at a meeting of the corporation duly held on the ______ day of _________, ________.

“It is hereby resolved that _______________________ is authorized to make, execute and approve, on behalf of this corporation, any and all contracts or amendments thereof”.

And I do further certify that the above resolution has not been in any way altered, amended, repealed and is now in full force and effect.

IN WITNESS WHEREOF, I hereunto set my hand and affix the corporate seal of said _____________________________ corporation this ______ day of

_________, 202__.

Secretary

LIMITED LIABILTY COMPANY RESOLUTION

I, __________________________, hereby certify that I am the duly authorized and acting Member / Manager (circle one) of____________________, a limited liability company organized and existing under the laws of the State of_______________, do hereby certify that the following facts are true and were taken from the records of said LLC.

The following resolution was adopted at a meeting of the LLC duly held on the ______ day of _________, ________.

“It is hereby resolved that _____________is authorized to make, execute and approve, on behalf of this LLC, any and all contracts or amendments thereof”.

And I do further certify that the above resolution has not been in any way altered, amended, repealed and is now in full force and effect.

IN WITNESS WHEREOF, I hereunto set my hand and affix the company seal of said _____________________ , LLC this ______ day of ________________, 202__.

Manager/Member

Attachment C Document

• ADDENDUM/CERTIFICATION/NOTICE OF ACCEPTANCE

and NON-COLLUSION STATEMENT

ATTACHMENT C

KEVIN MC CAFFERY

DIRECTOR OF PURCHASING

235 GRAND STREET, ROOM 103

WATERBURY, CT 06702

The undersigned declares that the only persons or parties interested in this Proposal as principals are as stated;

that the Proposal is made without any collusion with other persons, firms, or corporations; that Proposer has carefully examined the entire Request for Proposal; that Proposer has informed itself fully in regard to all conditions pertaining to the Work and the place where it is to be performed; and that with this representation, the undersigned makes this Proposal. These prices shall cover all expenses incurred in performing the Work required under the Contract Documents, of which this Proposal and Form are a part.

The undersigned agrees and covenants that the Contract Time shall commence on delivery of the City of Waterbury's written notice to proceed, which shall occur after contract execution by both parties.

The undersigned acknowledges receipt of addenda numbered: (insert date)

1 ______________________________________ 4 _____________________________________

2 ______________________________________ 5 _____________________________________

3 ______________________________________ 6 _____________________________________

All Work for this Project shall be performed at the Proposal Prices as described in the Proposal Documents.

The undersigned hereby certifies under the penalties of perjury that this Proposal is in all respects bona fide, fair and made without collusion or fraud with any other person. As used in this section, the work "person" shall mean any natural person, joint venture, partnership, corporation, or other business or legal entity.

Social Security Number Signature of Individual or Corporate Name or Federal Identification Number

Corporate Officer (if applicable)

City notice of acceptance should be mailed, telegraphed or delivered to the undersigned Proposer at the following address:

Name _____________________________________________________ By: ____________________________________________________

(Title) Business Address: ___________________________________________

(City, State, Zip Code)

Phone: ____________________________________________________ Email:______________________________________________________

Date: ______________________________________________________

Note: If the Proposer is a corporation, indicate State of incorporation under signature, and affix corporate seal;

if a partnership, give full names and residential addresses, if different from business address.

Lot Line Map •

Saint Joseph Lot Line Revision Map.pdf