Addendum w/ Revisions by City as of 9.5 ... - Nancy on Norwalk



ADDENDUM TO OPTION AGREEMENTPursuant to Article IV, Paragraph 10 of the Option to Purchase Agreement (the “Option”) by and between THE CITY OF NORWALK (the “City”); the NORWALK PUBLIC LIBRARY BOARD and 587 CT AVE, LLC (“CT AVE, LLC”), the following Addendum is adopted by the Parties and incorporated and made a part of said Option to Purchase Agreement.1.Upon closing, those funds, documents and instruments customarily provided at a closing for a commercial transaction in Fairfield County, including such items as a title affidavit, conveyance taxes, conveyance tax forms, originals or copies of leases, rent and security adjustments, evidence of good standing, legal existence and authority to consummate the transaction shall be provided to the City or its designee by CT AVE, LLC.2.Upon closing, CT AVE, LLC will convey good, marketable fee simple title to the Premises to the City or its designee subject only to the encumbrances set forth on Schedule A.3.The last sentence in Section III, Paragraph 2 of the Option to Purchase Agreement is extended to 9/87/17September 128, 2017.4.During the Option Period, CT AVE LLC shall not cause, permit or allow any liens, encumbrances, easements or title defects or title changes of any sort, nature or kind to or at the Premises, except as follows: The CityCT AVE LLC agrees to subordinate this Option by virtue of a subordination agreement that would limit the existing mortgage on the Premises to be refinanced amounts during the Ooption Pperiod to an amount no greater than $3 three mMillion dollars ($3,000,000). The City agrees to subordinate thise Option Agreement by virtue of any commercially reasonable subordination agreement that is requestedired by a CT AVE, LLC lender. The City shall make its reasonable best efforts to expedite the process for reviewing, negotiationting with the lender and obtaining approval for said subordination agreement(s) by the Norwalk Common Council. within 710 days of written notice to the City. If the City fails to provide said subordination agreement within 7 days of written notice than City will pay a $500 per day fine to CT AVE LLC. CT AVE LLC has the right to record a Release in the form set forth in ScheduleExhibit BA, which is attached hereto and incorporated herein, which will eliminate the easement for parking that is currently possessed by the Premises over the adjoining property at 15 Belden Avenue, Norwalk, CT, as more fully described in the Easement that is attached hereto and incorporated herein as Schedule CExhibit B, and dated ________, and recorded on the Norwalk Land Records at Volume 334 at Pages 246-247. 5.From and after the Effective Date, the Ccity shall have the right at the City’s sole cost and expense to enter onto the Premises (either through its employees or designated agents and representatives) at reasonable times and in a reasonable manner after giving reasonable notice to CT AVE LLC for the purpose of making such inspections as the City deems necessary in connection with this Agreement, including environmental investigations; provided that the City shall, if requested by CT AVE LLC, be accompanied by CT AVE LLC’s employees in connection with any inspection of the Premises, and shall not make any physical alteration to the Premises without first securing the written consent of CT AVE LLC. CT AVE LLC shall not unreasonably withhold or delay its consent to such right to enter by the City. 6.Attached hereto as Exhibit __ScheduleExhibit DC is a fully executed “Notice of Option” in the form suitable for recordation. The Notice of Option shall be recorded by the City.7.From the date hereof through the Closing Date, CT AVE LLC shall operate and maintain the Property in good condition and in any event no less than the same condition as of the date of this Agreement, reasonable wear and tear and casualty excepted.8.CT AVE LLC will, from the Effective Date to the Closing Date, keep all buildings and improvements on the Premises fully insured. If there is any casualty at and/or significant damage to the Premises during the Ooption Pperiod then within ninety (90) days of the expiration of the Option Period, CT AVE LLC is required to either, at its has the choice, to restore the Premises property to a condition substantially similar to what existed prior to the casualty(s) and/or significant damage, or to reduce the Ooption purchase price from four million eight hundred eighty five thousand dollars ($4,885,000) to four million dollars ($4,000,000) to $4 Million for the remainder of the option period. If there is any casualty at and/or significant damage to the Premises during the Option Period and CT AVE LLC has not restored the Premises to a condition substantially similar to what existed prior to the casualty and/or significant damage within ninety (90) days of the expiration of the Option Period, then CT AVE LLC acknowledges and agrees that the Option purchase price shall automatically be reduced to four million dollars ($4,000,000) regardless of any further action from CT AVE LLC. In any case, if there is a casualty and CT AVE LLC has not restored the property to a condition substantially similar to what existed prior to the casualty within 30 days of the expiration of the option period, the option purchase price shall be reduced to $4 Million.9. If the Addendum conflicts in any way with the attached Option to Purchase Agreement (the “Option”), the provisions of this Addendum shall be controlling.10The Effective Date of the Option shall be that date upon which the last party to the Option affixes its signature to the Option and this Addendum (the “Effective Date”).11.The Option shall commence on the Effective Date and shall end at 11:59 p.m. on the day preceding the sixth anniversary of the Effective Date (the “Option Period”).12. . If at any time during the Ooption Pperiod the Premises11 Belden is determined to be in violation of the City of Norwalk Zzoning Regulations solely on the basis of due to noncompliance with the insufficient parking requirements of the Zoning Regulations then upon written request from CT AVE LLC, the City shall grant CT AVE LLC, without charge, enough parking spaces at the Yankee Doodle Parking Garage to cure the violation up to a maximum of eleven (11) parking spaces. The City will grant any necessary spaces without charge for the entire term of the option agreement.13. Both parties acknowledge that there is a pending legal dispute regarding an alleged interest 11 Belden Avenue may have to parking spaces located at 15 Belden Avenue as recorded in CT AVE LLC may at its sole discretion change or eliminate the 1948 deed, vol 3384, pgs 246-7. Regardless of the outcome of the legal dispute, , at any time during the option periodthe City waives any future claim to an interest in parking spaces at 15 Belden Avenue.14. CT AVE LLC will not deliberately impair the title to 11 Belden during the option period, except that CT AVE LLC retains the right to release any rights it may have as set forth in Volume 334 at Pages 246-247 of the Norwalk Land Records.?.IN WITNESS WHEREOF, the Library Board, 587 CT AVE, and the City have caused this Agreement to be duly executed each in its own behalf by the Mayor of the City, the President of the Library Board, and the Manager of 587 CT AVE LLC, respectively. The parties’ respective seals are hereunto duly affixed on or as of the dates set forth below. This Agreement, therefore, constitutes a valid and binding obligation enforceable in accordance with its terms, conditions, and provisions.Dated at Norwalk, Connecticut, the day and year first above written.Witnesses’ SignaturesCITY OF NORWALK __________________________ __________________________By: _____________________________Harry W. RillingIts MayorDuly AuthorizedDate Signed: _____________________ NORWALK PUBLIC LIBRARY BOARD________________________________________________________By: _____________________________Alex A. Knopp Its President Duly AuthorizedDate Signed: _____________________587 CT AVE, LLC________________________________________________________By: _____________________________Jason Milligan Its Manager Duly AuthorizedDate Signed: _____________________STATE OF CONNECTICUT) ) ss: Norwalk COUNTY OF FAIRFIELD ) On this ______ day of _______________, 2017, before me, the undersigned officer, personally appeared HARRY W. RILLING, who acknowledged himself to be the Mayor of the City of Norwalk, and that he as such Mayor, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the City by himself as Mayor. In Witness Whereof, I hereunto set my hand and official seal. ______________________________Notary Public Commission of the Superior Court STATE OF CONNECTICUT) ) ss: Norwalk COUNTY OF FAIRFIELD ) On this ______ day of ______________, 2017, before me, the undersigned officer, personally appeared ALEX A. KNOPP, who acknowledged himself to be the President of the Norwalk Public Library Board, and that he as such President, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of the Norwalk Public Library Board by himself as President. In Witness Whereof, I hereunder set my hand and official seal. ______________________________Notary Public Commission of the Superior Court STATE OF CONNECTICUT) ) ss: Norwalk COUNTY OF FAIRFIELD ) On this ______ day of ______________, 2017, before me, the undersigned officer, personally appeared JASON MILLIGAN, who acknowledged himself to be the Manager of 587 CT AVE, LLC, and that he as such Manager, being authorized so to do, executed the foregoing instrument for the purposes therein contained, by signing the name of 587 CT AVE, LLC by himself as Manager. In Witness Whereof, I hereunder set my hand and official seal. ______________________________Notary Public Commission of the Superior Court FILENAME \p \* MERGEFORMAT G:\MXG\Norwalk\ADDENDUM TO OPTION AGREEMENT (4).docx ................
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