new haven and achievement first

7/30/2019 New Haven and Achievement First

1/30

LAND DISPOSITION AGREEMENT

BETWEEN

THE CITY OF NEW HAVEN

AND

ELM CITY COLLEGE PREPARATORY, INC.

FOR

THE CONVEYANCE OF REAL PROPERTY

KNOWN AS 580 DIXWELL AVENUE, NEW HAVEN, CONNECTICUT

20805\1\2216896.6


2/30

Table of Contents

ARTICLE I

DEFINITIONS 1

Section 1: Defined Terms............................................................................................................1ARTICLE II

CONVEYANCE OF THE PROPERTY..........................................................................................2Section 1: Covenant of Sale.........................................................................................................2Section 2: Condition of Property.................................................................................................2Section 3: Title and Instrument of Conveyance...........................................................................2Section 4: Purchase Price ............................................................................................................2Section 5: Time of Sale and Conveyance....................................................................................2Section 6: Real Estate Conveyance Tax and other Closing Costs...............................................2Section 7: Real Property Tax Adjustments..................................................................................3

ARTICLE III

RESTRICTIONS AND CONTROLS UPON DEVELOPMENT...................................................3Section 1: Use 3Section 2: Covenants; Binding Upon Successors in Interest.......................................................4Section 3: Construction Work......................................................................................................5Section 4: Time for Commencement and Completion of Construction......................................6Section 5: Workforce and Utilization Requirements .................................................................7Section 6: Prompt Payment of Obligations................................................................................12Section 7: Access to the Property by City Personnel.................................................................12Section 8: Certificate of Completion.........................................................................................13

ARTICLE IV

TRANSFER AND MORTGAGE OF INTEREST IN PROPERTY.............................................13Section 1: Transfer of Interest in Property by the Developer....................................................13Section 2: Mortgage of Property by the Developer...................................................................14

ARTICLE V

OPERATION, MAINTENANCE AND ENFORCING COMPLIANCE.....................................16Section 1: Operation and Maintenance of the Property.............................................................16Section 2: Reimbursement of the City.......................................................................................16

ARTICLE VI

INSURANCE 17Section 1: Insurance Coverage...................................................................................................17Section 2: Non-Cancellation Clause.........................................................................................17Section 3: The City May Procure Insurance..............................................................................17Section 4: Repair and Reconstruction........................................................................................18

ARTICLE VIIDEFAULT 18

20805\1\2216896.6


3/30

Table of Contents

Section 1: Failure by the Developer to Purchase the Property..................................................18Section 2: Default Subsequent to Purchase of the Property......................................................19Section 3: Notice of Default to Mortgagees..............................................................................19

Section 4: Mortgagee May Cure Default by the Developer......................................................19Section 5: Remedies...................................................................................................................20

ARTICLE VIII

MISCELLANEOUS PROVISIONS..............................................................................................20Section 1: Obligations and Rights and Remedies Cumulative..................................................20Section 2: Finality of Approvals................................................................................................21Section 3: Invalidity...................................................................................................................21Section 4: Covenants to be Enforceable by the City..................................................................21Section 5: Members and Officers Barred From Interest............................................................21Section 6: Agreement Binding on Successors and Assigns.......................................................21

Section 7: Waivers.....................................................................................................................22Section 8: Amendments.............................................................................................................22Section 9: Approvals and Notices..............................................................................................22Section 10: Matters to be Disregarded.......................................................................................22Section 11: Entire Agreement Contained in this Instrument.....................................................23Section 12: Obligations to Continue..........................................................................................23Section 13: Gender.....................................................................................................................23

20805\1\2216896.6


4/30

THIS LAND DISPOSITION AGREEMENT (Agreement) is made and entered into as of the____ day of , 2012, by and between the CITY OF NEW HAVEN, a municipalcorporation existing under the laws of the State of Connecticut with a mailing address at 165Church Street, New Haven, Connecticut 06510 (City) and ELM CITY COLLEGEPREPARATORY, INC., a non-stock corporation existing under the laws of the State of

Connecticut with a mailing address at 403 James Street, New Haven, Connecticut 06513(together with its successors and assigns as permitted herein, the Developer), and witnesseth asfollows:

ARTICLE I

DEFINITIONS

Section 1: Defined Terms

For the purposes of this Agreement, the following terms shall mean:

(1) City shall mean the City of New Haven, Connecticut, organized andexisting by virtue of an act of the General Assembly of the State of Connecticut and shall includeany successor in interest whether by operation of law, or otherwise.

(2) Developer shall mean Elm City College Preparatory, Inc., a Connecticutnon-stock corporation and shall include any successors or permitted assigns whether byoperation of law or otherwise, but shall not mean mortgagees.

(3) Property shall mean that property located at 580 Dixwell Avenue, NewHaven, Connecticut 06511 more particularly described on Exhibit A attached hereto and made apart of hereof.

(4) Development or Rehabilitation shall mean the work, repair,renovation, remodeling, construction, and /or reconstruction necessary or desirable to bring theProperty into conformance with this Agreement, more particularly described in theSpecifications and Floor Plans as hereinafter defined, said work to be performed on the Propertyby the Developer.

(5) Specifications shall mean a description of the improvements to beperformed on the Property by the Developer.

(6) Floor Plans shall mean drawings and outlines indicating the general plan

of the development or rehabilitation to be performed on the Property by the Developer.

20805\1\2216896.6


5/30

ARTICLE II

CONVEYANCE OF THE PROPERTY

Section 1: Covenant of Sale

Subject to all of the terms, covenants and conditions of this Agreement, the Citycovenants and agrees to sell and convey, and the Developer covenants and agrees to purchase,the Property.

Section 2: Condition of Property

The Developer acknowledges that a complete inspection of the Property, including anyenvironmental survey which Developer may deem necessary or desirable, has been madeimmediately prior to conveyance. The Developer agrees to accept, without qualification, theProperty in the condition existing at the time of the execution of this Agreement.

Section 3: Title and Instrument of Conveyance

The sale and conveyance shall be of fee simple title to the Property and shall be by quitclaim deed (the Deed) containing no restrictions other than those contained in applicablecodes, ordinances and regulations and the applicable restrictions of this Agreement. The Deedshall be made expressly subject to the terms and provisions of this Agreement, which shallsurvive delivery of the Deed.

Section 4: Purchase Price

(1) Subject to the provisions of Section 4(3) below the Purchase Price for theProperty shall be: One Million Five Hundred Thousand Dollars and Zero Cents ($1,500,000.00)which shall be paid to the City, upon its delivery of the Deed to the Developer.

(2) The payment shall be made by wire transfer or by certified check drawn tothe order of the Treasurer, City of New Haven.

Section 5: Time of Sale and Conveyance

The delivery of the Deed shall take place concurrently herewith, at a closing to be held atthe offices of the Livable City Initiative Bureau of the City or at such other place as the City maydesignate.

Section 6: Real Estate Conveyance Tax and other Closing Costs

The Developer shall pay the cost of obtaining any policy of title insurance, the cost, ifany, of the real estate conveyance tax, and all other closing costs including the cost of recordingthis Agreement. Each party shall be responsible for payment of the legal fees of its own counselin the negotiation and execution of this Agreement and the transfer of the Property.

20805\1\2216896.6 2


6/30

Section 7: Real Property Tax Adjustments

(1) Real estate taxes will be adjusted as of the date of closing in accordancewith the custom in the County of New Haven, State of Connecticut. In the event that the

Property is exempt from taxation on the assessment date immediately preceding the date onwhich the Deed is recorded in the New Haven Land Records by virtue of title being vested in theCity or other tax-exempt entity, the Developer shall be liable for taxes from the date of closingpursuant to Section 12-81a of the General Statutes of the State of Connecticut, and shall makepayment of such taxes in accordance therewith. If such section shall be held invalid,unenforceable or unconstitutional by a court of competent jurisdiction, the Developer shall makea payment to the City in lieu of taxes, based upon the assessed value of the Property or portionthereof, at the tax rate then prevailing in the City, for that portion of the tax year during whichthe Developer had title and possession.

(2) Any amounts owed by the Developer under this Article shall be due andpayable in the manner and at the time set forth in Section 12-81a of the General Statutes of theState of Connecticut.

ARTICLE III

RESTRICTIONS AND CONTROLS UPON DEVELOPMENT

Section 1: Use

(1) The Developer covenants on behalf of itself and its successors and assigns,that, upon completion of the Construction Work (as defined in Article III, Section 3(a)) the

building to be rehabilitated/constructed pursuant to the Construction Work shall be used andmaintained as a school in accordance with all applicable zoning and other regulations for aminimum of twenty-five (25) years from the date hereof.

(2) To the extent applicable and without prejudice to the provisions of ArticleIII, Section 1(1) above, the Developer covenants on behalf of itself and its successors andassigns, and every successor in interest to the Property, or any part thereof, that the Developerand such successors and assigns shall:

(a) not discriminate upon the basis of race, color, religion, gender, sexualorientation, national origin, marital status or physical disability in the

sale, lease, or rental or in the use and occupancy of the Property or anyimprovements erected or to be erected thereon, or any part thereof;

(b) comply with all federal, state and local laws in effect from time totime, prohibiting discrimination or segregation by reason of race,religion, color, gender, sexual orientation, national origin, maritalstatus or physical disability in the sale, lease, or rental or in the use and

20805\1\2216896.6 3


7/30

occupancy of the Property or any improvements erected thereon or tobe erected thereon, or any part thereof.

(c) include in all advertising (including signs) for the sale or rental of theProperty:

(i) the legend "An Open Occupancy Building" in type or lettering ofeasily legible size and design; and

(ii) a statement to the effect (A) that the Property is open to allpersons without discrimination on the basis of race, religion,color, gender, sexual orientation, national origin, marital status orphysical disability and (B) that there shall be no discrimination inpublic access and use of the Property to the extent that it is opento the public.

(3) The City agrees to cooperate with the Developer and support in good faith

all zoning and land use application required by the Developer in connection with theDevelopment herein contemplated, including but not limited to, variance applications withrespect to building coverage and special exception application with respect to parking.Notwithstanding the foregoing, it is hereby agreed, stipulated and understood that the Board ofZoning Appeals (BZA) is a separate body, independent of the City, so that the City cannotmake any guarantee or representation that any requested zoning relief will be obtained andnothing herein shall be construed as creating any obligation of the City, acting through its Boardof Aldermen, as the Citys zoning authority, to take any measures to counteract any action ordecision of the BZA.

(4) It is agreed and understood that during the term of this Agreement, the

Developer shall abide by the terms and conditions of the community access commitment (theCommunity Access Commitment) a copy of which Community Access Commitment isattached hereto as Exhibit B and made a part hereof.

Section 2: Covenants; Binding Upon Successors in Interest

(1) It is intended and agreed (and the Deed shall expressly so provide) that theagreements and covenants contained in Article III, Section 1 shall be covenants running with theProperty, and that unless otherwise specifically provided for in this Agreement, they shall, in anyevent, and without regard to technical classification or designation, legal or otherwise, be binding

to the fullest extent permitted by law and equity for the benefit of the City, and shall beenforceable by the City against the Developer and every successor in interest to the Property, orany part thereof, or any interest therein, and any party in possession or occupancy of the Propertyor any part thereof. It is further intended and agreed that the agreements and covenants providedin Article III, Section 1(1) shall remain in effect for a period of twenty-five (25) years from thedate hereof, and that such agreements and covenants shall be binding on the Developer itself,each successor in interest to the Property, and every part thereof, and each party in possession or

20805\1\2216896.6 4


8/30

occupancy, respectively, for such period as such successor or party shall have title to, or aninterest in, or possession or occupancy of, the Property or any part thereof.

(2) In amplification of, and not in restriction of, the provisions of Article III,Section 2(1), it is intended and agreed that the City and its successors and assigns shall be

deemed beneficiaries of the agreements and covenants provided in Article III, Section 1, both forand in their own right and also for the purposes of protecting the interest of the community andother parties, public or private, in whose favor or for whose benefit such agreements andcovenants have been provided. Such agreements and covenants shall (and the Deed shall sostate) run in favor of the City for the entire period during which such agreements and covenantsshall be in force and effect, without regard to whether the City has at any time been, remains, oris an owner of any land or interest therein to or in favor of which such agreements and covenantsrelate. The City shall have the right, in the event of any breach of any such agreements orcovenants, to exercise all of the rights and remedies available to it, and to maintain any actions orsuits at law or in equity or other proper proceedings designed to enforce the curing of any suchbreach, to which it or any other beneficiaries of said agreements or covenants may be entitled.

Section 3: Construction Work

(1) Prior to the commencement of the Construction Work and prior toapplying for a Building Permit, the Developer shall submit the following:

(d) Application for Site Plan Approval to the City Plan Commission;

(e) Application for any necessary zoning relief to the City Zoning Boardof Appeals; and

(f) Floor Plans and Specifications of proposed rehabilitation work to theCity Plan Department for its approval and review, with a copy to theOffice of the Corporation Counsel. Any planned exterior rehabilitationshall take into account historic architectural features which shall bepreserved in accordance with the Secretary of the Interiors Standardsfor Rehabilitation and Guidelines for Rehabilitation HistoricBuildings, ifeconomically feasible.

(2) The Developer shall carry out certain construction work at the Property(the Construction Work) as shown in the Floor Plans and Specifications (as the same may bemodified as permitted herein).

(3) No sign shall be erected or placed upon the exterior of any building on theProperty nor on any portion of the Property which is not enclosed within a building unless thecharacter, design, size, shape, form and lighting of such sign shall have been approved by theCity in writing.

(4) No materials, objects or other things shall be stored or kept on any portionof the Property unless such materials, objects or other things are:

20805\1\2216896.6 5


9/30

(g) enclosed in a building or screened from view by an architecturalscreen of not less than eight (8) feet in height around the boundary ofthe Property; and

(h) unless the plan for and design of such screening shall have been

approved by the City in writing.

(5) The Developer shall not apply for a Building Permit or Certificate ofOccupancy for the Construction Work (nor shall a Building Permit or Certificate of Occupancybe issued by the Building Inspector of the City with respect to the Construction Work) withoutthe prior certification by the City that the work to be done (in the case of a Building Permit) orallegedly completed (in the case of a Certificate of Occupancy) is in accordance in all materialrespects with the Floor Plans and Specifications, and otherwise in accordance with the provisionsof this Agreement. Any Building Permit or Certificate of Occupancy issued without such priorcertifications shall be void and of no effect for the purposes of this Agreement.

(6) No portion of the Construction Work shall be carried out unless such work

conforms in all material respects with the Floor Plans and Specifications, except to the extentthat modifications to the Floor Plans and Specifications have been requested by the Developer inwriting and have been approved in writing by the City after having obtained the written opinionof the City Plan Commission. In the event that the Developer shall fail to comply with theforegoing requirements, the City may within a reasonable time after discovery thereof by theCity direct in writing that the Developer so modify or reconstruct such portion or portions of theConstruction Work as is not in conformance with the Floor Plans and Specifications (or anyapproved modifications thereof) so as to bring it into conformance therewith. The Developershall promptly comply with any such directive, and shall not proceed further with theConstruction Work until any such directive is complied with. In the event the Developer, withina reasonable time, fails to comply with such a directive, the City may cause to be performed such

modification or reconstruction and charge all reasonable costs therefor to the Developer. TheDeveloper agrees to pay all such costs without objection, provided that the City shall cause suchmodification or reconstruction to be performed only after the Developer has been notified inwriting of the City's intention to cause such work to be performed and has failed for thirty (30)days after the receipt of such notice to comply with the City's prior directive to modify orreconstruct. In the alternative, the City may (in the sole and absolute discretion of the City)apply to a court of competent jurisdiction for an order of specific performance compelling theDeveloper to comply with such prior directive and the Developer agrees not to contest such anapplication.

Section 4: Time for Commencement and Completion of Construction

(1) The Developer shall promptly commence the Construction Work and shallprosecute diligently the completion of the same, provided that in any event, construction shallcommence within one hundred eighty (180) days from the date of the Deed and shall becompleted not later than thirty-two (32) months from the commencement of the ConstructionWork or thirty-six (36) months from delivery of the Deed, whichever occurs first, or as may beextended by written consent of the City, it being agreed and understood that the City and the

20805\1\2216896.6 6


10/30

Developer may extend the period of time permitted for the commencing or completing of theConstruction Work so long as the Developer is diligently and continuously working towardscompletion of the Construction Work..

(2) Every three (3) months after the Construction Work has been commenced,

the Developer shall report to the City, in writing and in such detail as may reasonably be requiredby the City, as to the actual progress of the Developer with respect to the Construction Work.

(3) The time for the commencing or completing of the Construction Workshall be extended for any period equal to the period of any delay resulting from causes not due tothe fault or neglect of the Developer, including (but not limited to) the following: any delay inthe delivery of the Deed and/or delivery of possession of the Property to the Developer pursuantto this Agreement; strikes or other labor disputes; appeals, stays, injunctions or other litigationinstigated by third parties that would prohibit or delay the Construction Work, shortages ofmaterials; other matters or events not within the reasonable control of the Developer includingbut not limited to acts of God or of the public enemy; fires; floods; epidemics; quarantinerestrictions; freight embargoes; delays of sub-contractors; government restrictions (including thefailure to obtain or the denial or cancellation of any necessary license, permit or approval ifDeveloper has made a good faith, diligent effort to obtain such license, permit or approval);weather conditions of unusual severity such as hurricanes, tornadoes, cyclones and other extremeconditions; and any other cause beyond Developers reasonable control. In the event of theoccurrence of any of the foregoing, the time for the performance of the Developer's obligationsto commence and complete the Construction Work shall be extended for such period as the Cityshall reasonably find to be the period of the enforced delay, provided that the Developer shall,within ten (10) days after the beginning of any such enforced delay, notify the City in writing ofthe same, except that the Developers failure to provide the City with such notice shall not causea forfeiture of the extension of time by the Developer nor constitute a default or Event of Defaultunder this Agreement. In calculating the length of the delay, the City shall consider not only the

actual work stoppages but also the consequential delays resulting from such stoppages.

Section 5: Workforce and Utilization Requirements

(1) In carrying out the provisions of this Agreement, the Developer shallcomply with, or require that its general contractor for the Project comply with, all applicable Cityworkforce requirements and small contractor utilization requirements now and hereafter existing,including, without limitation, all Equal Employment Opportunity requirements and Small

Business Construction Initiative requirements and in particular, during the carrying out of theProject, the Developer agrees that it shall (and shall require its general contractor) to:

(a) comply with all provisions of Executive Order 11246 and Executive Order11375, Connecticut Fair Employment Practices Act and Chapter 12 1/2, thecontract compliance ordinance of the City of New Haven, including all

20805\1\2216896.6 7


11/30

standards and regulations which are promulgated by the governmentauthorities who established such acts and requirements, and all standards andregulations are incorporated herein by reference, including 24 CFR Part 135,Davis Bacon Act & Related Acts (40 USC 276a; 29 CFR 1, 3, 5, 6 and 7),Copeland Act (18 USC 874 and 40 USC 276c; 29 CFR 3), 40 U.S.C.

Section 327 et seq 29 CFR5, Title VII of the Civil Rights Act of 1964, theAge Discrimination in Employment Act, the Americans with Disabilities Act,and the Equal Pay Act. Under Title VII (N-915.040), Immigration and Reformand Control Act of 1986 (IRCA) (8 USC 1101 as amended) Immigration andNationality Act, Section 274A, FLSAs recordkeeping Regulations, 29 CFRPart 516. State of Conn. General Statues Section 31-53, State of Conn.P.A.97-263, Sec. 31-51d-5. Standards of apprenticeship;

(b) not discriminate against any employee or applicant for employment becauseof race, color, religion, age, sex, physical disability or national origin, theDeveloper shall take affirmative action to ensure that applicants are employed,

and that employees are treated during employment without regard to race,color, religion, age, sex, physical disability or national origin, and such actionshall include, but not limited to, employment, upgrading, demotion or transfer,recruitment or recruitment advertising, layoff or termination, rates of any orother forms of compensation, and selection for training, includingapprenticeship;

(c) post, in conspicuous places available to employees and applicants foremployment, notices to be provided by the contracting officer setting forth theprovisions of this nondiscrimination clause;

(d) state, in all solicitations or advertisements for employees placed by or onbehalf of the Developer, that all qualified applicants will receive considerationfor employment without regard to race, color, religion, age, sex, physicaldisability or national origin, and utilize the City-sponsored workforce program(Construction Workforce Initiative 2) as a source of recruitment, and to notifythe City of New Haven Commission on Equal Opportunities of all jobvacancies;

(e) send to each labor union or representative of workers with whom theDeveloper has a collective bargaining agreement, or other contract orunderstanding, a notice advising the labor union or worker's representative ofthe Developers commitments under the equal opportunity clause of the Cityof New Haven, and to post copies of the notice in conspicuous placesavailable to employees and applicants for employment, and the Developershall register all workers in the skilled trades, who are below the journeymanlevel, with the Apprentice Training Division of the Connecticut State LaborDepartment;

20805\1\2216896.6 8


12/30

(f) comply with all applicable City small contractor utilization requirements nowand hereafter existing, including, without limitation, all small businessconstruction initiative requirements and in particular, during the carrying outof the Project, the Developer agrees to require its construction manager,general contractors and its construction subcontractors:

(i) to comply with the provisions of Ordinance Section 12 1/4-9,which require that every effort be aggressively made to meet theMBE Utilization Goals. Pursuant to Ordinance Sections 12 1/4-9(d) and (f), the Developer and its contractors shall be consideredto have achieved compliance with the MBE Utilization Goals ifwork totaling the value of twenty-five (25%) percent of all of theconstruction subcontracts is awarded to MBEs;.in order toachieve MBE Utilization Goals, contracts may be awarded toMBE subcontractors and/or a contractor may enter into a jointventure or other commercially reasonable relationship that is

satisfactory to the City with one or more MBEs for the purposeof performing construction work on the Development. In theevent that the Developer is unable to meet the MBE UtilizationGoals, then the Developer shall document in an affidavit its goodfaith efforts to achieve the MBE Utilization Goals, which effortswill be evaluated, verified and recognized by the City if theDeveloper or its general contractors, construction manager hasaccomplished at least four (4) of the following: (A) placing anotice of the subcontracting opportunity on an approved Cityconstruction opportunity website at least ten (10) days in advanceof selection of the subcontractor(s); (B) mailing notices (certifiedmail, return receipt requested) to at least four (4) businessassociations and/or development agencies which disseminate bidand other construction-related information to businesses withinthe Greater New Haven area not less than two (2) weeks prior toDevelopers requests for bids or proposals, which notice shalldescribe the type of work being solicited, set forth the name,address and telephone number of a contact person fromDevelopers general contractors, construction manager withknowledge of the Development and state where appropriate plansand specifications can be obtained; (C) showing proof of quotesreceived from subcontractors whose bids or proposals weredenied because of cost, quality, availability, and similar reasons;(D) showing proof of outreach to and collaboration with the NewHaven Contractors' Alliance and the Citys Small BusinessDevelopment Program; (E) describing in detail any attempts toenter into joint ventures or other arrangements with MBEs and/orassistance provided to MBEs relating to (i) the review of plansand specifications or other documents issued by the Developer orits general contractors or construction manager (ii) the review of

20805\1\2216896.6 9


13/30

work to be performed by MBEs on its portion of the Project witha MBE, (iii) encouragement of other subcontractors to utilizeMBEs, (iv) encouragement of participation of MBEs, and (v) allactions taken by Developer and its general contractors,construction manager with respect to proposals received from

MBEs, including where appropriate, the reasons for the rejectionof such proposals; (F) conducting a networking event withDevelopers construction manager (if any) and generalcontractors; (G) holding individual trade meetings withDevelopers construction manager (if any) or its generalcontractors; and (H) undertaking other efforts to encourage MBEparticipation in the Project as determined in advance by the City,such as making reasonable efforts to bid out work in packages ofa suitable size for small contractors.

(ii) to ensure equal opportunities for participation by MBEs andSBEs in the Project, the Developer agrees that it or its generalcontractors, construction manager shall notify the Citys SmallBusiness Development Program of all construction contractingopportunities for all portions of the Project carried out by theDeveloper. The Developer and/or its general contractors shallpermit information about construction opportunities to bedistributed to potential subcontractors via facsimile and email.The Developer together with the New Haven ContractorsAlliance and the Citys Small Business Development Programshall hold a workshop detailing such portions of the Project tobe carried out by the Developer and the contracting opportunitiestherefor;

(iii) to cooperate with the Citys Small Business DevelopmentProgram in its efforts to encourage mentoring programs andmanagement, technical, and developmental training skillsthrough sub-contracting opportunities,

(iv) to furnish all information and reports required by the CitysSmall Business Development Program and to permit access to

Developers records of and to require that its constructionmanager, general contractors and subcontractors provide accessto their records in order verify compliance with the requirementsof this subsection, to provide the Citys Small BusinessDevelopment Program with the opportunity to review proposedcontracts prior to the award of the same and to provide such

20805\1\2216896.6 10


14/30

Program with notice of all prebid conferences and theopportunity to attend such conferences;

(v) to take all reasonable corrective actions requested by the City to

comply and to effectuate compliance with the requirements ofthis Section 5;

(g) work with the Citys Commission on Equal Opportunities (the Commission)in complying with the Section 12 of the City of New Havens Code ofOrdinances and in particular (without limitations):

(i) the Developer acknowledges that under Section 12 -26 allprime contractors, subcontractors and tiers must attend a pre-award conference scheduled and conducted by the Commission;and that during each such pre-award conference, meetingminutes are kept to be signed by each such party; and

(ii) the Developer shall deliver the Commission notice of allcontracts to be bid, together with the opportunity to review thesame and opportunity to attend all prebid conferences or othersuch meetings concerning the same as may take place;

(h) furnish all information and reports required by the City Contract ComplianceDirector pursuant to section 12-1/2-19 through section 12-1/2-32 of the City'sCode of General Ordinances and to permit access to the Developers books,records and accounts by the contracting agency, the City Contract ComplianceDirector, and the City Secretary of Labor for purposes of investigations to

ascertain compliance with the program and file, along with its constructionsubcontractors, if any, compliance reports with the City in the form and to theextent prescribed in this Agreement by the City Contract Compliance Directorand to file compliance reports at such times as directed which shall containinformation as to the employment practices, policies, programs and statisticsof the Developer and its subcontractors, if any;

(i) comply, as a United States employer, with the Immigration and NaturalizationService (INS)s I-9 verification process, which requires employers to confirmthe employment eligibility of workers. The Developer acknowledges that anemployer can be fined or otherwise sanctioned for knowingly hiring an

undocumented worker; that the I-9 forms also provide employers with a goodfaith defense if they hire someone who later turns out to be working illegallyin the United States; and that the City Commission on Equal Opportunitieswill monitor and report of any alleged violations of the I-9 verification processto the proper authorities;

20805\1\2216896.6 11


15/30

(j) acknowledge that a finding, as hereinafter provided, of a refusal by theDeveloper, or subcontractor, to comply with any portion of this program asherein stated and described, may subject the offending party to any or all ofthe following penalties:

(i) refusal of all future bids for any public contract with the City ofNew Haven, or any of its departments or divisions, until suchtime as the Developer, or subcontractor, is in compliance withthe provisions of this Agreement;

(ii) cancellation of this Agreement;

(iii) recovery of specified monetary penalties;

(k) include the provisions of sub-paragraphs (a) through (m) in every subcontractor purchase order so that said provisions will be binding upon each such

subcontractor or vendor;

(l) take such action, with respect to any subcontractor, as the City may direct as ameans of enforcing the provisions of this Section 5, including penalties andsanctions for noncompliance and fines and penalties related to the rules ofpractice enforced by the City Commission on Equal Opportunities or the SBCoffice, whichever is applicable, provided however that, in the event theDeveloper becomes involved in or is threatened with litigation as a result ofsuch direction by the City, the City will intervene in such litigation to theextent necessary to protect the interest of the City and to effectuate the City'sEqual Employment Opportunity program.

(2) In all other respects, the Developer shall make reasonable efforts to ensurefull outreach to residents of the Dixwell/Newhallville neighborhood with respect to theirparticipation in any employment opportunities arising as a result of the Development.

Section 6: Prompt Payment of Obligations

The Developer shall pay, or cause to be paid, promptly all money due and legally owingto all persons doing any work or furnishing any materials or supplies to the Developer or any of

its contractors or subcontractors in connection with the carrying out of the Construction Work.

Section 7: Access to the Property by City Personnel

During the carrying out of the Construction Work, the Developer shall provide free andunobstructed access to the Property during normal business hours to any authorizedrepresentative of the City for the purpose of inspecting the same.

20805\1\2216896.6 12


16/30

Section 8: Certificate of Completion

Promptly after completion of the Construction Work (as evidenced by the issuance of aCertificate of Occupancy in conformance with the provisions of Article III, Section 3(e) above),

the City will furnish the Developer with a certificate of completion so certifying (the Certificateof Completion). Such Certificate of Completion issued by the City shall be a conclusivedetermination of the satisfaction by the Developer of its obligations with respect to the carryingout of the Construction Work, and shall be in such form as will enable it to be recorded in theLand Records of the City.

ARTICLE IV

TRANSFER AND MORTGAGE OF INTEREST IN PROPERTY

Section 1: Transfer of Interest in Property by the Developer

(1) The Developer represents and agrees that it is purchasing the Property forthe purposes herein described, and not for speculation in land holding. The Developer furtherrecognizes that, in view of:

(i) the importance of the rehabilitation of the Property to the generalwelfare of the community;

(j) the substantial financing and other public aid that has been madeavailable for the purpose of making such rehabilitation possible; and

(k) the fact that any change in the identity of the Developer or the interestheld in the Property by the Developer, or any other act or transactioninvolving or resulting in a significant change in the ownership of theProperty or control thereof is for practical purposes a transfer ordisposition of an interest in the Property,

the qualifications and identity of the Developer are of particular concern to the community and tothe City. The Developer further recognizes that it is because of the Developer's qualificationsand identity that the City is entering into this Agreement and, in so doing, is relying upon theDeveloper for the faithful performance of all of the undertakings and covenants set forth in thisAgreement.

(2) The Developer agrees that, prior to the completion of the ConstructionWork, it will not assign or otherwise transfer its interest in the Property or in this Agreement,except as otherwise permitted herein, unless:

20805\1\2216896.6 13


17/30

(l) the transferee or transferees shall have been approved as such, inwriting, by the City in the exercise of the Citys sole and absolutediscretion; and

(m)the transferee or transferees, by valid instrument in writing, addressed

to the City, shall have expressly assumed, for themselves and theirsuccessors and assigns, all obligations of the Developer under thisAgreement, including (without limitation) the obligation to commenceand complete the Construction Work, provided that it is herebyexpressly agreed, stipulated and understood that any transfer madewithout such provisions shall in no event be deemed to relieve thetransferee or transferees from compliance with all of the obligationsset forth in this Agreement and that in no event shall any transfer bedeemed to relieve the Developer of its obligations hereunder unlessexpressly consented to in writing by the City.

(3) Any assignment of any interest in the Property and/or in this Agreementcontrary to the provisions of this Article IV shall be an event of default entitling the City toexercise any and all of the various rights and remedies available to it, whether set forth herein orexisting at law or in equity.

(4) After the completion of the Construction Work, the Developer may assignor otherwise transfer any portion of the Property or any portion of the Developer's interesttherein.

Section 2: Mortgage of Property by the Developer

(1) Notwithstanding any other provisions of this Agreement, the Developer

shall at all times have the right to encumber, pledge, or convey its right, title and interest in andto the Property, or any portion or portions thereof, by way of a bona fide mortgage to secure thepayment of any loan or loans obtained by the Developer to finance the acquisition of theProperty and/or the Construction Work, or to refinance any outstanding loan or loans thereforobtained by the Developer for any such purpose; provided, however that any mortgagee takingtitle to the Property or part thereof (whether by foreclosure or deed in lieu of foreclosure orotherwise) shall be subject to the provisions of this Agreement and that the Developer shall giveprior written notice to the City of the existence of any such mortgage, the amount thereof and thename and address of the mortgagee, except that the Developers failure to provide the City withsuch notice shall not affect the validity of the mortgage nor constitute a default or event ofdefault under this Agreement. The holder of any such mortgage who or which acquires title to

the Property prior to completion of the Construction Work (including a holder who obtains titleto the Property or any portion thereof by foreclosure or action in lieu thereof, but not including aparty who obtains title through such holder or any purchase at a foreclosure sale other than theholder) shall have the options described in Section 3 below.

20805\1\2216896.6 14


18/30

Section 3: Rights and Duties of Mortgagee upon Acquisition Prior to Completion of

Construction Work

(1) If a mortgagee, through the operation of its contract to finance theacquisition of the Property or the Construction Work required by this Agreement to be

commenced and constructed by the Developer on the Property, or by foreclosure, acquires feesimple title to the Property or any part thereof prior to the completion of the Construction Work,the mortgagee shall, if applicable, have the following options:

(n) complete such Construction Work in accordance with the Floor Plansand Specifications and this Agreement, and comply with theprovisions of this Agreement, or

(o) sell, assign, or transfer (including, but not limited to, at a foreclosureby sale or pursuant to any power of sale in connection with theMortgage) with the prior written consent of the City, which consentshall not unreasonably be withheld, conditioned or delayed, fee simpletitle to the Property or any part thereof to a purchaser, assignee ortransferee who shall expressly assume all of the covenants, agreementsand obligations of the Developer under this Agreement with respect tothe Property or any part thereof (which purchaser, assignee ortransferee shall be deemed a Developer under the terms of thisAgreement), by written instrument satisfactory to the City and in suchform as will enable it to be recorded in the Land Records of the City;or

(2) In the event that a mortgagee elects to complete the Construction Workpursuant to Section 3(1)(a) above, or sells, assigns or transfers the Property pursuant to Section3(1)(b) above, the City shall extend the time limits set forth in Article III herein as shall bereasonably necessary to complete the Construction Work, and upon such completion, themortgagee or purchaser, as the case may be, shall be entitled to the Certificate(s) of Completionpursuant to Article III, Section 8.

(3) Notwithstanding any other provision of this Agreement, including but notlimited to those that are or are intended to be covenants running with the land, any Mortgagee

(including one who obtains title to the Property as a result of foreclosure proceedings or action inlieu thereof) shall not be obligated to construct or complete the improvements or to guaranteesuch construction or completion; nor shall any covenant or any other provision in the Deed orcertificate of foreclosure be construed to so obligate such Mortgagee; provided that nothing inthis section or in this Agreement shall be deemed or constructed to permit or authorize any suchMortgagee to devote the Property to any uses or to construct any improvements thereon, otherthan those uses or improvements permitted in this Agreement and specifically approved by the

20805\1\2216896.6 15


19/30

Citys Economic Development Administrator and, provided further, that in the event Mortgageedoes not complete the Construction Work as provided in Section 3(1)(a) of this Article, suchMortgagee shall make all reasonable efforts to sell, assign, or transfer the Property in accordancewith the provisions of Section 3(1)(b) of this Article.

(4) In the event a mortgagee completes the construction of the improvementson the Property in accordance with this Agreement, as evidenced by a Certificate of Completion,the mortgagee may sell, assign or transfer fee simple title to the Property to any purchaser,assignee or transferee who shall expressly assume all of the applicable covenants, agreementsand obligations of the Developer under this Agreement with respect to the Property or any partthereof without restriction as to the consideration to be received and without the Citys consent.

Section 4: Rights and Duties of Mortgagee upon Acquisition after Completion

If a mortgagee acquires fee simple title to the Property or any portion thereof after completion ofsuch Construction Work, the mortgagee for the period during which said mortgagee holds suchtitle, shall comply with applicable provisions of this Agreement. Such mortgagee may sell,assign, or transfer fee simple title to the Property or any part thereof to a purchaser, assignee ortransferee who shall expressly assume all of the applicable covenants, agreements andobligations of the Developer under this Agreement with respect to the Property or any partthereof, by written instrument and in such form as will enable it to be recorded in the LandRecords of the City.

ARTICLE V

OPERATION, MAINTENANCE AND ENFORCING COMPLIANCE

Section 1: Operation and Maintenance of the Property

During the period the Developer holds title to the Property, it shall keep the Property and allimprovements thereat, now or hereafter existing, in good and safe condition and repair, subject tonormal wear and tear events of casualty and the Construction Work as shown in the Floor Plansand Specifications, and shall comply in all material respects with all applicable laws, ordinances,codes and regulations (federal, state or municipal) with respect to the occupancy, operation andmaintenance of the same.

Section 2: Reimbursement of the City

The Developer shall pay all reasonable costs and expenses, and the amounts of all judgments anddecrees, which may be incurred by the City in proceedings brought to enforce compliance byDeveloper with the provisions of this Agreement following a default by the Developer,including, without limitation, the obligations set forth in Article V Section 1. It is expresslyunderstood, however, that any mortgagee of all or any portion of the Property shall not be liable

20805\1\2216896.6 16


20/30

to the City for any costs, expenses, judgments and decrees which shall have accrued against theDeveloper, whether or not such mortgagee shall subsequently acquire title to the Property.

ARTICLE VI

INSURANCE

Section 1: Insurance Coverage

(1) Until completion of the Construction Work, the Developer shall keep allimprovements at the Property (including, without limitation, the Construction Work) and allinsurable personal property at the Property (together the Insurable Property) insured againstfire and against such additional risks with respect to which insurance is commonly carried onsimilar property (real and personal) in the City. Such insurance shall be in amounts sufficient tocomply with the co-insurance clause applicable to the location and character of the Insurable

Property and, in any event, shall be in amounts not less than eighty percent (80%) of the currentreplacement value of the same. All such insurance shall be by standard policies, obtained fromfinancially sound and responsible insurance companies authorized to do business in the state ofConnecticut and shall have attached thereto a clause making the loss payable to the Developer,the mortgagee, and (subject to the rights of the mortgagee) the City, as their respective interestsmay appear.

(2) Each insurance policy shall be written to become effective at the time theDeveloper becomes subject to the risk or hazard covered thereby, and shall be continued in fullforce and effect for such a period as the Developer is subject to such risk or hazard.

(3) All such insurance policies and renewals thereof or certificates of suchpolicies and renewals shall be filed with the City.

Section 2: Non-Cancellation Clause

Prior to the completion of the Construction Work, all insurance policies shall provide that theycannot be canceled or terminated unless and until at least thirty (30) days prior written notice ofsuch imminent cancellation or termination has been delivered to the City.

Section 3: The City May Procure Insurance

In the event that, at any time prior to the completion of the Construction Work, the Developerrefuses, neglects or fails to secure and maintain in full force and effect any or all of the insurancerequired pursuant to this Agreement, the City, at its option, may procure or renew suchinsurance. All amounts of money paid therefor by the City shall be reimbursed by the Developerto the City with interest thereon at the rate of ten percent (10%) per annum from the date ofpayment by the City to the date of reimbursement by the Developer. Before procuring orrenewing any such insurance, the City shall provide the Developer with ten (10) days prior

20805\1\2216896.6 17


21/30

notice of the expected dates, purposes, and amounts of any such payments to be made by it,during which period the Developer shall have the opportunity to cure any such deficiency ininsurance coverage.

Section 4: Repair and Reconstruction

(1) At any time prior to the completion of the Construction Work, wheneverany improvement, or any part thereof, constructed on the Property shall have been damaged ordestroyed, the Developer shall proceed promptly to establish and collect all valid claims whichmay have arisen against any insurer based upon any such damage or destruction. All proceeds ofany such claims and any other monies provided for the reconstruction, restoration or repair ofsuch improvement, shall be deposited in a separate account. Subject to the rights of anypermitted mortgagee, such insurance money so collected shall be used and expended for thepurpose of fully repairing or reconstructing the improvement or improvements which have beendestroyed or damaged to a condition at least comparable to that existing at the time of suchdamage or destruction to the extent that the insurance money may permit, and if there is anyexcess of insurance proceeds after such repair or reconstruction has been fully completed, theDeveloper shall retain such excess.

(2) The Developer shall commence any repair or reconstruction pursuant tothis Article VI, Section 4 within six (6) months of receiving the insurance proceeds with respectthereto (or, if the conditions then prevailing require a longer period, such longer period asmutually agreed upon by the Developer and the City in writing), and shall diligently and withprompt dispatch prosecute the same, so as to fully complete such reconstruction or repair withintwelve (12) months from the commencement thereof, or such longer period as mutually agreedupon by the Developer and the City.

(3) In the event that the Developer and the City determine and agree (with,where required, the approval of any mortgagees) that any improvement, or any part thereof,constructed on the Property shall have been damaged or destroyed to the extent that it is notfeasible to repair, reconstruct or restore the improvement in whole or in part, then the proceeds ofany claim against insurers or others arising out of such damage or destruction, to the extent notused for such repair, reconstruction, or restoration, shall be used to satisfy any outstandingclaims against the Property, as the Developer may have incurred, and the Developer shall retainany surplus of such proceeds.

ARTICLE VII

DEFAULT

Section 1: Failure by the Developer to Purchase the Property

In the event that the Developer shall fail to complete the purchase of the Property, the City may,upon such failure and in its sole discretion, terminate all of its obligations to the Developerhereunder by written notice to the Developer, but without prejudice to any rights or remediesavailable to the City arising from such default.

20805\1\2216896.6 18


22/30

Section 2: Default Subsequent to Purchase of the Property

(1) In the event the Developer shall fail to perform its obligations under thisAgreement with respect to commencement and completion of the Construction Work or with

respect to the transfer or encumbrance of the Developer's interest in the Property, the City shallnotify the Developer of such default, in writing. Such writing may be recorded in the LandRecords of the City. After the Developer's receipt of any such notice, the Developer shallthereupon have sixty (60) days within which to cure a transfer or encumbrance of theDeveloper's interest in the Property or to cure a default with respect to the failure to comply withthe occupancy requirement, ninety (90) days within which to cure a failure to commence theConstruction Work and one hundred eighty (180) days within which to cure a failure to completethe Construction Work provided, however, that if any of the aforementioned defaults is notsusceptible of cure within the applicable cure period, then such longer period shall apply as maybe reasonable required and consented to by the City, which consent shall not unreasonably bewithheld, provided that the Developer shall commence the cure within the applicable cure periodand thereafter diligently complete the same.

(2) In the event of any other default by the Developer, the City shall deliverwritten notice thereof to the Developer, and the Developer shall have a period of thirty (30) daysfrom the date of such notice to cure such default or, if such default is not susceptible of curewithin such period, then such longer period as may be reasonably required and consented to bythe City, which consent shall not unreasonably be withheld, provided that the Developer shallcommence the cure within such thirty (30) day period and thereafter diligently complete thesame.

(3) If the Developer does not cure any such default within the period specified(or such longer period as may be agreed in writing between the City and the Developer), and

upon failure of any mortgagee to exercise its right to cure as provided in Section 4 of this Article,the City shall have the rights and remedies set forth in Section 5 below.

Section 3: Notice of Default to Mortgagees

In the event the City gives notice to the Developer of any default under this Agreement, the Cityshall furnish a copy of such notice to any mortgagees of which the City has notice.

Section 4: Mortgagee May Cure Default by the Developer

(1) In the event that the Developer fails to cure any default of which notice isduly delivered, then any mortgagee of the Property (or part thereof) may cure any such failureupon giving written notice of an intention to do so to the City within fifteen (l5) days after theexpiration of the applicable cure period, and may add the cost thereof to the amount then securedby the mortgagee and the City shall accept such cure as if it were carried out by the Developer.

20805\1\2216896.6 19


23/30

(2) In the event that a mortgagee elects to cure a default occasioned by thefailure of the Developer to commence or complete the Construction Work in accordance withthis Agreement, then, upon completion of such Construction Work, such curing mortgagee shallbe entitled to a Certificate of Completion in accordance with the provisions of Article III, Section8 of this Agreement. Upon issuance of such Certificate of Completion, all rights of the City

arising as a result of such default by the Developer shall terminate.

Section 5: Remedies

(1) In the event of any uncured default by the Developer hereunder, the Citymay institute such actions and proceedings (including proceedings to compel specificperformance and payment of damages, expenses and costs) as the City may consider appropriate,whether such right or remedy is expressly set forth herein or exists at law or in equity.

(2) It is understood by the parties hereto that in the event any party shall fail

to comply with or violate any of the provisions of this Agreement, then the other party heretomay institute such actions and proceedings as may be appropriate, including actions andproceedings to compel specific performance and payment of all damages, expenses, and costs.Neither these remedies nor that class of remedies more particularly described in this Agreementshall be exclusive unless specifically so described.

ARTICLE VIII

MISCELLANEOUS PROVISIONS

Section 1: Obligations and Rights and Remedies Cumulative

(1) The respective obligations of the City and the Developer pursuant to thisAgreement shall be cumulative and the reference to any one obligation shall not be construed asa limitation with respect to any other obligation.

(2) The respective rights and remedies of the City and the Developer, whetherprovided by this Agreement or by law or equity, shall be cumulative, and the exercise of any oneor more of such rights or remedies shall not preclude the exercise, at the same or at differenttimes, of any other rights or remedies.

20805\1\2216896.6 20


24/30

Section 2: Finality of Approvals

(1) Where, pursuant to this Agreement, the Developer submits any FloorPlans or other documents to the City, and the City approves, the same, such determination shall

be conclusively deemed to be a final determination by the City unless expressly stated otherwise.

(2) Where the consent or approval or agreement of the City is requiredhereunder, such consent or approval or agreement shall not be unreasonably withheld,conditioned or delayed, but in any event and notwithstanding any other provisions herein, failureby the City to respond within sixty (60) calendar days after request by the Developer or itssuccessor shall be deemed consent by the City.

Section 3: Invalidity

If any provision of this Agreement is held invalid, the remainder of this Agreement shall

not be affected thereby if such remainder would then continue to conform to the requirements ofapplicable laws.

Section 4: Covenants to be Enforceable by the City

Any covenant contained in this Agreement and/or the Deed which is expressed to be a covenantrunning with the Property shall be enforceable by the City whether or not the City retains title toan interest in or possession of any land to which such covenant relates. The provisions of thisArticle VIII, Section 4 shall apply to this entire Agreement and, with respect to Article III,Section 2 above, is intended to augment (and not restrict) the provisions therein contained.

Section 5: Members and Officers Barred From Interest

No member, official or employee of the City shall have any personal interest, direct or indirect,in this Agreement or the Developer, nor shall any such member, official, or employee participatein any decision relating to this Agreement which affects his or her personal interest or theinterests of any corporation, partnership, or association in which he or she is directly or indirectlyinterested. No member, official or employee of the City shall be personally liable to theDeveloper or any successor in interest in the event of any default by the City or for any amountwhich may become due to the Developer or to its successor or with respect to any otherobligations arising under the terms and conditions of this Agreement.

Section 6: Agreement Binding on Successors and Assigns

The provisions of this Agreement shall be binding upon, and shall inure to the benefit of, therespective successors and assigns of the City and the Developer.

20805\1\2216896.6 21


25/30

Section 7: Waivers

Any right or remedy which the City or the Developer may have under this Agreement may bewaived in writing by the City or by the Developer (as the case may be) without execution of anew or supplementary agreement, but any such waiver shall not affect any other rights not

specifically waived, or be deemed a waiver of such right in the future, unless the writing shallexpressly so state.

Section 8: Amendments

This Agreement may be amended only by written document, duly executed by both the City andthe Developer.

Section 9: Approvals and Notices

(1) Except as otherwise specifically provided in this Agreement, wheneverunder this Agreement approvals, authorizations, determinations, satisfactions, or waivers arerequired or permitted, such approvals, authorizations, determinations, satisfactions or waiversshall be effective and valid only when given in writing signed by a duly authorized officer of theCity or the Developer, and sent by registered or certified mail, return receipt requested, postageprepaid to the principal address of the party to whom it is directed, which are as follows:

Developer: Elm City College Preparatory, Inc. Lisa Desfosses, Senior Director of FacilitiesAchievement First403 James Street

New Haven, CT 06513

City: City Of New HavenOffice of Economic Development165 Church StreetNew Haven, Connecticut 06510Attn: Kelly Murphy, AICPEconomic Development Administrator

(2) The parties shall promptly notify each other of any change in theirrespective addresses from those set forth above.

Section 10: Matters to be Disregarded

The titles of the several Articles and Sections of this Agreement are inserted for convenienceonly and shall be disregarded in construing or interpreting any of the provisions of thisAgreement.

20805\1\2216896.6 22


26/30

Section 11: Entire Agreement Contained in this Instrument

The terms and conditions of this Agreement, including the Schedules hereto, shall constitute allof the terms and conditions that shall be required by the parties of one another without referenceto any other instrument.

Section 12: Obligations to Continue

Except as to obligations to be performed at or prior to delivery of the Deed, the provisions of thisAgreement shall survive delivery of the Deed.

Section 13: Gender

Whenever herein used and the context so permits, the singular shall be construed to include theplural and the masculine or neuter shall be construed to include both and the feminine gender.

[Signatures on following page.]

20805\1\2216896.6 23


27/30

IN WITNESS WHEREOF, the City and the Developer have caused this Agreement, tobe signed, sealed and delivered by their duly authorized officers, as of the day and year firstabove written.

Signed, sealed and delivered CITY OF NEW HAVENin the presence of:

By:John DeStefano, Jr.Its MayorDuly Authorized to act herein

Approved as to Form and Correctness:

______________________________John R. WardSpecial Counsel to Economic Development

Signed, sealed and delivered ELM CITY COLLEGE PREPARATORY, INC.in the presence of:

By __________________________

Duly Authorized Representative

20805\1\2216896.6 24


28/30

STATE OF CONNECTICUT )) ss.: New Haven , 2009

COUNTY OF NEW HAVEN )

Personally appeared, John DeStefano, Jr., Mayor of the City of New Haven, one of the

signers and sealers of the foregoing instrument, and acknowledged the same to be the free actand deed of the City of New Haven, and of himself as Mayor thereof, before me.

Commissioner of the Superior Court/Notary PublicMy Commission Expires:

STATE OF CONNECTICUT )) ss.: New Haven , 2009

COUNTY OF NEW HAVEN )

Personally appeared Lisa Desfosses, Senior Director of Facilities Achievement Firstand the duly authorized representative of Elm City College Preparatory, Inc., one of the signersand sealers of the foregoing instrument and acknowledged the same to be their free act and deedfor the purposes hereby contained.

Commissioner of the Superior Court/Notary PublicMy Commission Expires:

20805\1\2216896.6 25


29/30

EXHIBIT A

Property

20805\1\2216896.6 26


30/30

EXHIBIT B

Community Access Commitment

new haven and achievement first

Documents