City of Meriden, CT - September 16, 2002 Minutes

CITY COUNCIL MINUTES

SEPTEMBER 16, 2002

The Meriden City Council’s regular meeting of September 16, 2002 was convened at 7:00 p.m. by Mayor Mark Benigni. Mayor Benigni led the Council in the salute to the flag and Matthew Dominello offered the invocation. The Clerk called the roll. Present: Robert Clermont, Matthew Dominello, Joseph Ferrigno Feest, Brian Kogut, Patricia Lynes, George McGoldrick, Michael Rohde and Anthony Tomassetti.

ABSENT: Joseph Galotti was absent. Keith Gordon was excused. Walter Shamock was ill. Stephen Zerio was away on business.

OTHERS IN ATTENDANCE: Lawrence J. Kendzior, Corporation Counsel and Roger L. Kemp, City Manager.

Matthew Dominello, made a motion, seconded by Patricia Lynes, to invoke Rule 20 to bring forth a Consent Calendar and to approve the minutes of September 3, 2002 and to adopt the Consent Calendar as previously prepared. Motion carried unanimously.

CONSENT CALENDAR

Item 2. Presented by Stephen T. Zerio, by request.

Whereas, the City has acquired through foreclosure properties located at 77 Springdale Avenue and 49 Goodwill Avenue; and

Whereas, the City Council previously referred those properties to the Economic Development Task Force for disposition; and

Whereas, the Economic Development Task Force directed that contiguous property owners for both properties be contacted to ascertain if they would accept title to the properties on the condition that they combine the properties with their own property; and

Whereas, certain property owners are willing to accept all or a portion of the properties on that condition; now, therefore,

Be It Resolved, that the properties located at 77 Springdale Avenue and 49 Goodwill Avenue be transferred to those adjoining owners who are willing to combine those properties as described above and that the City Manage and Corporation Counsel are authorized to execute such documents as are necessary to effect those transfers.

Referred to Economic Development, Housing & Zoning and Planning.

Item 3. Presented by Mark Benigni.

Pursuant to the provisions of the City Charter the following is appointed to the Meriden Transit Authority.

CITY COUNCIL MINUTES

SEPTEMBER 16, 2002

Accepted and Filed.

Item 4. Presented by Robert Clermont.

Whereas, all those visiting Castle Craig currently are not able to fully understand its historical significance as there is no plaque or marker currently present describing such; and

Whereas, that the City of Meriden in conjunction with the Meriden Historical Society shall have a plaque or similar marker created describing the historical significance of Castle Craig; and

Whereas, that said plaque or marker shall be displayed on or around Castle Craig; and

Whereas, that the cost of said plaque or marker is expected to be dependent on the amount of words and the type of material used in the plaque or markers construction; now, therefore,

Be It Resolved, that staff has indicated the anticipated cost to construct said marker is not expected to exceed $1,000.00; and

Be It Further Resolved, that the appropriate source of funding shall be at the discretion of the Finance Committee.

Referred to Public Works and Parks & Recreation and Finance.

Item 5. Presented by Matthew C. Dominello, Sr., by request.

Whereas, the U.S. Department of Justice has informed the City it is eligible for a $48,609.00 grant under the Local Law Enforcement Block Grant program to enhance and expand law enforcement in the community; and

Whereas, prior to the obligation or expenditures of these funds a public hearing on the use of these funds must be held; and

Whereas, there is a required 10% or $5,401.00 cash match which must be authorized; now, therefore,

CITY COUNCIL MINUTES

SEPTEMBER 16, 2002

Be It Resolved, by the City Council that the City Manager, Roger L. Kemp, is hereby authorized to submit to the Department of Justice the City of Meriden’s Local Law Enforcement Block Grant application and execute and submit a grant contract for equipment; and

Be It Further Resolved, that a public hearing be scheduled and held on the proposed use of these funds prior to the obligation of funds; and

Be It Further Resolved, that the City Council appropriates $5,401.00 as the local cash match for the grant.

Referred to Public Safety for a Public Hearing and Finance.

Item 6. Presented by Anthony D. Tomassetti, by request.

Be It Ordered, that Stoddard Drive be added to the 2002/2003 paving list.

Referred to Public Works and Parks & Recreation.

Item 7. Presented by Matthew C. Dominello, Sr., by request.

Whereas, the Department of Public Health has awarded $2,100 to the Meriden Fire Department for Emergency Medical Services Instruction training for department employees; now, therefore,

Be It Resolved, by the City Council that Roger L. Kemp, City Manager is authorized to make, execute, and approve on behalf of the City of Meriden, any and all contracts or amendments thereof with the State of Connecticut Department of Public Health for an Emergency Medical Services Training Grant.

Item 8. Presented by Mark Benigni, by request.

Be It Ordered, that Mildred Road be added to the 2002-2003 paving list.

Referred to Public Works and Parks & Recreation.

Item 9. Presented by Matthew C. Dominello, Sr., by request.

Be It Ordered, that lumens be increased on Pole #1032 South Vine Street (opposite Dove Drive).

Referred to Public Safety.

CITY COUNCIL MINUTES

SEPTEMBER 16, 2002

Item 10. Presented by Matthew C. Dominello, Sr., by request.

Be It Ordered, that lumens be increased on both poles on Dove Drive.

Referred to Public Safety.

Item 11. Presented by Matthew C. Dominello, Sr., by request.

Be It Ordered, that lumens be increased on Pole #586 and 833 Centennial Avenue.

Referred to Public Safety.

Item 13. Letter to Mayor Benigni from Janet Cerbie of 1274 East Main Street re: Garbage trucks picking up trash at 3:15 a.m. in the morning was referred to Public Safety.

Item 14. Letter to Mayor Benigni from Luis Rodriguez, 163 Lewis Avenue re: Lot at 157 Lewis Avenue was referred to Economic Development, Housing & Zoning and Planning.

Item 15. Bid Waiver for reclaiming and grading for Tilcon Co. to complete the rest of this years paving list off of a state bid was filed.

Item 16. Bid Waiver for paving of Sunset Avenue by CT Paving for $62,400 who is available immediately to do the job as Tilcon Co. could not pave this area in time was filed.

Item 17. Bid Waiver to purchase topsoil from State Bid for S.R. Transport for remedial planting after paving was filed.

Item 18. Bid Waiver for Board of Education to engage a search consultant to assist in the advertisement and selection of the next Superintendent of Schools was filed.

Item 19. Claims submitted against the City by Sonia Villarrubia through Atty. Barry Beletsky; Robert Cantor, 199 West Main Street, New Britain; John Bellabuono, 80 Flower Street, Meriden; William Montefiore, 472 Allen Avenue, Meriden; Sonia Lorenzo, 136 Hobart Street, Meriden were referred to Legal and Safety & Risk.

Item 26. Minutes of the School Building Committee of August 1, 2002 were filed.

Item 27. Minutes of the Aviation Commission of August 12, 2002 were filed.

CITY COUNCIL MINUTES

SEPTEMBER 16, 2002

Item MNO28. Presented by Michael S. Rohde.

Whereas, the City of Meriden and the Community Development Institute Head Start of Meriden and Wallingford will enter into a partnership to do renovations at 398 Liberty Street – Head Start Center; and

Whereas, the City of Meriden has received two (2) viable bids to do these renovations; and

Whereas, there is a grant which has been awarded to Community Development Institute Head Start of Meriden and Wallingford, in the amount of $400,000; and

Whereas, the City owns the building and will contract for the renovations, which have been bid at $325,000; now, therefore,

Be It Resolved, that the appropriation in an amount not to exceed $400,000 be authorized from the Capital Non-Recurring Fund for the purpose of renovating 398 Liberty Street-Head Start Center; and

Be It Further Resolved, that the source of funding for the capital non-recurring fund will be the grant awarded to Community Development Institute Head Start of Meriden and Wallingford.

Item MNO29. Presented by Matthew C. Dominello, Sr., Anthony D. Tomassetti, Joseph Ferrigno Feest.

Resolved, that retiree health insurance enhancements negotiated with Local #1148 to begin July 1, 2002 be retroactive to June 1, 2002 for retirees who hold the rank of Chief or Deputy Chief.

END OF CONSENT CALENDAR

Item A. Mayor Benigni invited Ron Napolitano and his wife Bonnie to join him, Robert Clermont and Michael Rohde in the ellipse to receive a framed citation from the City of Meriden honoring him for his years of service to the teens of the City and to the South Meriden Teen Center.

Item 1. Presented by Matthew C. Dominello, Sr. and Joseph Ferrigno Feest.

Whereas, the Unison Club of Meriden is celebrating their 50th Anniversary as a civic club, true to their charter being an Italian Professional Men’s Club benefiting Meriden and the surrounding communities; and

CITY COUNCIL MINUTES

SEPTEMBER 16, 2002

Whereas, throughout their 50 years of community service, the Unison Club has been actively involved in Meriden education of our children by sponsoring the annual $4,000 Unison Scholarship Program, and participation to several youth organizations, the Mount Carmel Home & School Association, the Campership

Fund, the John Nerden Camp, Hole in the Wall Gang, the Boys and Girls Clubs, the Curtis Home, the Kuhn Center, Big Brother/Big Sisters, as well as several local schools – St. Joseph’s, Hanover, Nathan Hale, Washington and Wilcox of which includes sponsoring the Italian Awards in our high schools along with “Project Graduation”; and

Whereas, the Unison Club has been involved in sports for our youth, creating the Unison Club Little League Field, Unison Club Softball fields, intermediate baseball, Silver City Boxing, and donation of various playscapes throughout the city; and

Whereas, due to the ambitious efforts of their hardworking and dedicated members, the Meriden Unison Club has demonstrated their further commitment to our community, initiating the Christopher Columbus 500th Anniversary city-wide festival and donation of the statue of Christopher Columbus to the City of Meriden; and

Whereas, through a broad range of charitable projects, all of which benefit our community, the Unison Club has graciously contributed to “Special Day for Special People”, the American Cancer society, the Art Sveilis Fund, the Rosa Ponselle Society, the Meriden Police K-9, and many community “Dirty Hand Projects”; and

Now, Therefore, Be It Resolved, that the Mayor and City Council in behalf of the citizens of Meriden do hereby pay tribute and honor the Meriden Unison Club in celebration of their 50th Anniversary of receiving their Charter in 1952; and

Be It Further Resolved, that a copy of this resolution be spread upon the records of this City Council and a copy thereof be presented to the Meriden Unison Club as an expression of our thanks and appreciation for the dedication and commitment of the Club and its members to the City of Meriden and our citizens.

Dated and Presented this 16th day of September, 2002.

Matthew Dominello, made a motion, seconded by Patricia Lynes, to adopt. Motion carried unanimously. Mayor Benigni asked Ric Suzio, Al Giacco and Bruce Fontanella of the Unison Club to join himself, Deputy Majority Leader Matthew Dominello and Minority Leader Joseph Feest in the ellipse. The club was given a framed copy of the resolution.

Item 12. Presented by Stephen T. Zerio, by request.

CITY COUNCIL MINUTES

SEPTEMBER 16, 2002

Whereas, April 6, 1998, the City Council approved an option agreement relating to the sale of the Jefferson School Site to the United States Postal Service (the “Postal Service”); and

Whereas, a copy of the subsequent 1999 purchase agreement with the Postal Service (the 1999 Purchase Agreement) is attached hereto as Exhibit A; and

Whereas, the City and the Postal Service have agreed to a first Modification to Purchase Agreement (the “First Modification” and, together with the 1999 Purchase Agreement, the “Purchase Agreement”); now, therefore,

Be It Resolved, that:

That the execution by the City Manager of the 1999 Purchase Agreement and the First Modification are hereby approved; and

That the City Manager and/or the Corporation Counsel, acting severally, each is authorized to sign such further amendments of the Purchase Agreement as either deems necessary or reasonable to reflect a feasible closing date and other technical changes, the execution of such amendments by either to be evidence of such determinations; and

The City Manager and/or the Corporation Counsel, acting severally, each is authorized to sign such deeds, certificates, assignments affidavits or other documents (the “Closing Documents”) as either deems necessary to reasonable to consummate the transfer of title to the Jefferson School site to the Postal Service as contemplated by the Purchase Agreement, as it may be amended in the manner authorized herein, the execution of such Closing Documents to be evidence of such determination.

PURCHASE AGREEMENT

This is an agreement dated as of _______________, 1999 between the CITY OF MERIDEN, a municipal corporation (“Seller”) and the UNITED STATES POSTAL SERVICE (“Buyer”).

A. The addresses and telephone numbers of the parties to this Agreement are as follows:

Attention: Roger L. Kemp,

Copies of any notice to Seller

should also be sent to:

Barbara A. Sarrantonio, Esq.

Murtha, Cullina, Richter and

CityPlace I, 185 Asylum St.

United States Postal Service

6 Griffin Road North

Windsor, CT 06006-0300

Attention: Paul J. Senk

Copies of any notice to Buyer should also be sent to:

Ruth L. Gottlieb, Esq.

United States Postal Service

8 Griffin Road North

Windsor, CT 06006-0170

B. Seller is the owner of a certain piece or parcel of land situated in the City of Meriden, New Haven County, Connecticut, more particularly described on Exhibit A attached hereto (the “Property”).

C. In order for Buyer to accept title to the Property, Buyer desires that certain environmental remediation be performed.

D. Buyer, with the permission of Seller, has conducted environmental assessments of the Property and may conduct addi-tional testing.

E. To satisfy Buyer’s remediation requirements, and at Buyer’s expense, Seller will conduct certain remediation activities at the Property and will perform certain work at the Property including, but not limited to, (i) demolition of buildings; (ii) excavation, removal and disposal of improve-ments (other than an underground storage tank (the "UST"), which UST shall be removed by Seller as described in Paragraph~8(o) below), foundations, and, if contaminated beyond levels specified by Buyer, existing subsurface structures, including but not limited to pits and vaults, their piping and fittings as well as any residual contents, and contaminated soil, oil and petroleum products and hazardous substances; (iii) and certain site work at the Property (items (i) through (iii) being referred to collectively as the “Work To Be Performed”). Removal of the UST as described in Paragraph~8(o) is specifically excluded from the Work To Be Performed, but remediation of any contaminated soil surrounding the UST is specifically included in the Work To Be Performed.

F. Buyer has established the scope of the Work To Be Performed, including specific tasks to be performed, levels of remediation and schedules therefor (the "Scope of the Work"). The Scope of the

Work is more specifically set forth on Exhibit B attached hereto and in a Remedial Action Plan prepared for Buyer by Fuss & O’Neill dated January, 1999 (the “RAP”) attached as Schedule B-1 and plans, specifications attached hereto as Schedule B-2 on Exhibit B attached hereto. Buyer may revise the Scope of Work, including the RAP, as provided in Paragraph 8.

G. The “Completion of the Work” shall be defined as (i)~substantial completion of removal of the UST by Seller as provided in Paragraph 8(o), (ii)~substantial completion of environmental remediation to the levels set forth in the Scope of Work, and (iii)~substantial completion of the balance of Work To Be Performed as set forth in the Scope of the Work to a stage adequate to allow Buyer to commence construction of improve-ments, all in the reasonable judgment of Buyer.

H. Upon Completion of the Work, Seller and Buyer intend that Seller shall transfer title to the Property to Buyer on the terms and conditions set forth in this Agreement.

I. Seller intends to relocate a brook that crosses the Property from its present location to an area beneath proposed parking areas to be constructed on the Property at a precise location yet to be determined by Seller (the "Brook Relocation").

1. Sale to Buyer. Subject to fulfillment of each of the conditions set forth in this Agreement, Seller agrees to sell and Buyer agrees to buy the Property on the terms and conditions set forth herein.

2. Purchase Price. The purchase price for the Property (the “Purchase Price”) shall be equal to the sum of:

(a) all out-of-pocket costs to Seller for all tests, studies, reports, surveys, environmental remediation, waste disposal, demolition excavation and site work performed by Seller at the Property and included in the Scope of the Work, including, but not limited to, (i) all sums payable for contracts for performance of the Work To Be Performed; (ii) permit fees, consultants’ fees, contractors’ fees, engineers’ fees and architects’ fees in connection with the Work To Be Performed, (iii) attorneys’ fees for services in connection with the Work To Be Performed (specifically, excluding fees for representation of Seller in connection with the negotiation or drafting or consummation of this Agreement); plus

(b) Seller’s actual administrative costs allocated on an hourly basis for staff and an out-of-pocket basis for expenses specifically attributable to performance of the Work To Be Performed, including salary, FICA and benefits.

The Purchase Price shall be payable by Seller's check at the closing. All Option Consideration paid by Buyer to Seller pursuant to an Option Agreement between Seller and Buyer dated July~6, 1998, as amended from time to time, and all payments made by Buyer to Seller pursuant to Paragraph 9 hereof, shall be credited against the Purchase Price.

3. Closing The closing of transfer of title to Buyer (the “Closing”) shall take place within thirty (30) days after Seller gives written notice to Buyer of Completion of the Work (“Notice of Completion”), at such date and at a time to be mutually agreed upon in writing by Buyer and Seller, but not later than May~1, 2000. In the event that Buyer disputes Completion of the Work following the Notice of Completion, Buyer and Seller shall either (i) proceed to Closing with an agreed punchlist of incomplete work, or (ii) defer the Closing for such period as is mutually agreeable to allow completion to Buyer’s reasonable satisfaction.

4. Possession. Buyer shall be entitled to full possession of the Property at the Closing. Except as set forth herein, Buyer acknowledges that it will acquire the Property in “as is” condition and that no representations or warranties have been made to Buyer by Seller.

5. Title. Title to the Property shall be conveyed by quitclaim deed (the “Deed”), and the Deed shall convey good, marketable fee simple title, free and clear of all encumbrances and encroachments except the following (the “Permitted Encumbrances”):

(a) Applicable laws, ordinances and regulations of any governmental authority, provided the same do not prohibit, prevent or unduly restrict the construction on the Property of a post office or its use for that purpose;

(b) Easements and rights-of-way as of record when Seller acquires the Property, provided the same do not prohibit, prevent or unduly restrict the construction on the Property of a post office or its use for that purpose; and

(c) In the event that the Brook Relocation has not been completed at the time of the Closing, a temporary easement to be reserved in the Deed to allow completion of the Brook Relocation and, whether or not the Brook Relocation is completed at the time of Closing, a permanent easement to be reserved in the Deed to install, maintain, repair and replace any conduits required for such Brook Relocation.

Buyer shall notify Seller not later than thirty (30) days after the date of this Agreement of any defects in title to the Property. In the event that Buyer objects to any encumbrance or defect in title and Seller is unable to deliver title at Closing free of such defect, Buyer agrees to accept title despite such defect provided that any title insurer licensed in the State of Connecticut is willing to insure title without exception therefor or with exception and affirmative coverage that such exception will not result in forfeiture of title or interfere with the use of the Property for postal purposes.

6. Adjustments. Any applicable adjustments shall be made as of Closing in accordance with the prevailing custom in Meriden, Connecticut.

7. Environmental Matters.

(a) This Agreement sets forth the entire agreement of the parties with regard to the respective rights, duties and obligations of the parties with regard to remediation of the Property. Except as otherwise set forth in this Agreement, nothing contained herein shall be construed as creating a contractual or legal obligation of Seller to perform the Work To Be Performed or to deliver the Property in a condition that meets any regulatory criteria or standards; nor as creating an agreement by Seller to pay for any portion of the cost of the Work To Be Performed; nor constitute an admission by Seller of liability for environmental conditions at the Property; nor as creating an indemnity or agreement to hold Buyer harmless for environmental conditions at the Property at the time of Closing; nor as creating a representation by Seller that the Property is or will be suitable for any particular use.

(b) Buyer acknowledges that it has had the opportunity to conduct and has conducted all investigations of the Property, its conditions and history that it deemed reasonably necessary or prudent; that the Scope of the Work has been determined by Buyer based upon its investigations; and that Seller has not participated in such investigation or preparation of standards for environmental remediation other than consulting with Buyer and has no responsibility to identify or remediate any condition other than those specified in the RAP. Buyer agrees with Seller that, except as otherwise set forth in this Agreement, Buyer shall assume full liability and responsibility with regard to loss, liability, claim or damage for environmental conditions at the Property or emanating from the Property and waives any and all right to assert any claim against the Seller as a result of any such conditions and does hereby specifically hold Seller harmless from any such claim.

8. Procedures for Work To Be Performed.

(a) Seller and Buyer shall each provide to the other copies of all permits, approvals, sketches, plans and specifications, reports, test results, maps, surveys, site assessments and other materials relating to the Work To Be Performed prepared by or for or received by Seller or Buyer.

(b) In connection with its performance of the Work To Be Performed, Seller shall comply with the standard procurement policies established by Seller, a copy of which policies have been furnished to Buyer. Seller shall provide to Buyer copies of all changes standard to its procurement policies enacted prior to awarding of contracts under this Agreement.

(c) In the event that changes in laws or regulations require changes to the Scope of the Work prior to its completion, Buyer shall notify Seller of such required changes and the cost thereof shall be added to the Purchase Price and, if necessary, the Scope of Work shall be amended subject to mutual agreement between Buyer and Seller. After completion of the Work Be To Performed, work required by such changes shall be the responsibility of Buyer.

(d) Within ten (10) days after execution and delivery of this Agreement, Seller shall furnish to Buyer for its approval proposed documents (which shall include plans and specifications and the RAP) in connection with solicitation of bids for performance of the Work To Be Performed (the “Bid Documents”). The Bid Documents and any contract awarded based thereon shall provide that bids must be open for at least ninety-five (95) days, shall provide that the contract and commencement of the Work To Be Performed are subject to written notice to the contractor that the approvals described in Paragraph~10 have been obtained, and shall require the contractor to (i)~certify substantial completion to both Seller and Buyer; (ii)~consent to assignment by Seller to Buyer of rights and remedies under such contract, specifically including guarantees or warrantees as to workmanship; and (iii)~acknowledge the right of Buyer to enforce such rights and remedies regardless of privity of contract or the lack thereof at the time of entering into the contract. If Buyer does not request revisions to the Bid Documents within ten (10) days after receipt thereof, they shall be deemed approved. If Buyer does request revisions to the Bid Documents, Seller shall revise the same and furnish copies of the revised Bid Documents to Buyer for deemed approval or comment within ten (10) days after receipt. The Bid Documents shall be the basis for requesting bids from contractors for performance of the Work to Be Performed. Bids shall be solicited based upon the Bid Documents in accordance with the policies described in subparagraph (b) above. The results of bids shall be tabulated by Seller and reported to Buyer, which report shall include Seller’s determination of the apparent lowest bidder, Seller’s recommendation of the party to whom the contract should be awarded and the financial terms of each reported bid. Buyer shall approve or disapprove the Seller’s recommendations within ten (10) days after receipt thereof, and failure to approve or disapprove within this period shall be deemed approval. If Buyer disapproves of the recommended bid, Buyer and Seller shall endeavor to reach agreement on another bid within three (3) days after such disapproval, but Seller shall have no obligation to award a contract to a bidder of whom it does not approve or to award a contract in violation of Seller’s standard procurement policies. If no submitted bid is acceptable to Seller or if no submitted bid is approved by Buyer, Seller shall re-solicit bids. Upon agreement on the bid to be accepted, Seller shall enter into a contract with that bidder for the Work To Be Performed in accordance with the terms of the successful bid.

(e) Seller hereby appoints Randall Kamerbeek (or his designee) as its designated representative for purposes of on-site supervision of the Work To Be Performed (“Seller’s Supervisor”). Buyer hereby appoints Robert Carr (or his successor as appointed by Fuss & O'Neill) as its designated representative for purposes of on-site observation of the Work To Be Performed (”Buyer’s Observer”). The expense of Seller’s Supervisor shall be included in the Purchase Price. The expense of Buyer's Observer shall be borne by Buyer. Buyer's Observer and Seller’s Supervisor, or designated substitutes, shall have authority to make day-to-day routine decisions as to the Work To Be Performed and as to changes or substitutions other than a Material Change (as hereinafter defined). Buyer's Observer shall make visits to the Property at intervals appropriate to various stages of progress as Buyer deems reasonably necessary to observe the progress and quality of performance of the Work To Be Performed and to determine if the Work To Be Performed is proceeding in accordance with the Bid Documents. Buyer's Observer shall have no direct control of the Work To Be Performed and shall have no authority over, or direct contact with, contractors, but Buyer's Observer shall promptly notify Seller’s Supervisor of any conditions that Buyer's Observer believes are defective or will negatively affect completion of the Work To Be Performed in accordance with the Bid Documents. In the event Buyer's Observer does not approve or disapprove an action within five (5) operating days after a request for approval by Seller, approval shall be deemed given. In the event of a disagreement between Seller’s Supervisor and Buyer's Observer that concerns or affects Seller’s relationship with contractors or threatens to delay or impede performance under contracts, Seller’s Supervisor shall have the final discretion to direct contractors and performance of the Work To Be Performed.

(f) The Work To Be Performed shall be performed in accordance with the Bid Documents. Any changes to contracts relating to the Work To Be Performed or substitution of materials which would reduce the level of environmental remediation or affect the design of improvements from that described in the Scope of Work or would increase the cost of any particular budget item beyond that shown in the budget prepared by Buyer and attached hereto as Exhibit C (a “Material Change”) shall be subject to approval of Buyer, but if Buyer does not approve or disapprove a Material Change within five (5) operating days of a request for such approval, approval shall be deemed given.

(g) Buyer shall establish and provide to Seller baselines and benchmarks for evaluating Work To Be Performed and, upon Seller’s reasonable request, shall reconfirm the same.

(h) Within the limits provided herein, Seller shall be responsible for and shall manage the Work To Be Performed and shall be the party, vis-à-vis contractors, responsible for approvals, rejections, consents, change orders and all other matters of judgment or discretion. Seller shall make reasonable efforts to ensure that the Work To Be Performed is performed in a good and workmanlike manner and in conformity, in all material respects, with the Bid Documents.

(i) Buyer shall cause the Work To Be Performed to be inspected within five (5) operating days after written request by Seller and, whether or not a request is made, at least monthly and shall promptly notify Seller of any claimed unsatisfactory conditions disclosed by such inspection. Buyer shall give Seller at least two (2) operating days' notice of a scheduled inspection. If Buyer does not conduct such inspec-tions or does not give Seller written notice of unsatisfactory conditions within three (3) operating days after Buyer’s inspection, the work performed through the inspection or the date on which inspection should have been made shall be deemed acceptable to Buyer, and Seller shall be deemed as authorized to proceed with the Work To Be Performed.

(j) Seller’s Supervisor shall require such special inspections and tests of the work as deemed reasonably necessary, and receive and review all certificates of inspections, tests, and approvals required by laws and regulations or the Bid Documents. Seller’s review of such certificates will be for the purpose of determining that the results certified indicate compliance with the Bid Documents and will not constitute an independent evaluation that the content or procedures of such inspections, tests, or approvals comply with the requirements of the Bid Documents.

(k) At the Closing, Seller shall deliver to Buyer certificates of substantial completion from the contractor and from the project engineer and shall assign to Buyer all applicable guarantees and warrantees from contractors performing the Work To Be Performed, but shall be held harmless by Buyer from any liability for the acts or omissions of contractors or suppliers performing work or supplying material in connection with the Work To Be Performed.

(l) Buyer shall not unreasonably withhold or delay approvals or consents under this Agreement.

(m) Seller may rely upon all reports, plans, test results, assessments and other materials furnished by Buyer without independent investigation.

(n) Seller shall not be required to sign any documents that would result in Seller having to certify, guarantee or warrant the existence of conditions whose existence Seller cannot ascertain. Buyer agrees not to make resolution of any dispute with Seller or payment of any amount due to Seller in any way contingent upon the Seller signing any such certification.

(o) Immediately prior to commencement of the Work To Be Performed, Seller shall, at its expense, remove the UST from the Property, but shall not be required to remove the UST until the contractor is ready to commence the Work To Be Performed and shall not be required to restore the Property or to remediate soil conditions, whether or not caused by the presence or removal of the UST, except as otherwise required as part of the Work To Be Performed.

(p) “Operating days” shall be defined as days when work is actually being performed on the Property, whether or not a state or municipal holiday, but not including federal holidays or weekends.

9. Partial Payments of Purchase Price. Seller shall submit to Buyer, on a monthly basis, detailed invoices for completed Work To Be Performed, and Buyer shall reimburse to Seller the costs reflected in such invoices in accordance with the federal Prompt Payment Act. All such payments shall be credited against the Purchase Price and, except as specifically set forth in Paragraphs 10, 12 and 13, shall be nonrefundable.

10. Condition to Buyer’s Obligations. Buyer’s obligations under this Agreement, other than its obligations to reimburse Seller for Work To Be Performed, are contingent upon Buyer’s obtaining all required internal approvals within ninety (90) days after the date of the bid that is accepted by Seller as described in Paragraph~8. If approval is not received by that date, Buyer shall notify Seller in writing by that date, and this Agreement shall be terminated except that Buyer shall reimburse Seller for costs of Work To Be Performed incurred prior to such notice or incurred after such notice to the extent reasonably necessary to protect and preserve the Property, to render the Property safe or to comply with applicable laws.

11. Inspection. Seller hereby authorizes Buyer and its servants, agents, employees and consultants to enter the Property to perform testing or inspections (including surveys, soil borings, and environmental tests reasonably deemed necessary by Buyer, at Buyer’s expense. Buyer shall indemnify and hold harmless Seller as to any injuries or damage to the Property or any person or party as a result of such entry.

12. Casualty; Condemnation.

(a) A casualty to improvements on the Property shall not give rise to termination rights or affect the Purchase Price (except as it may affect the cost of the Work To Be Performed), and the proceeds of any insurance coverage shall be the property of Seller.

(b) In the event that so much of the Property as would prohibit the use of the Property as a post office is taken by a condemning authority, Buyer or Seller may terminate this Agreement by written notice to Seller and, upon such termination, Buyer shall have the same reimbursement obligations and shall be entitled to a share of Refundable Costs in the same manner as set forth in the case of termination provided in Paragraph 10, and any condemnation award shall be the property of Seller. In the event of a partial condemnation that does not prohibit the use of the Property as a post office, this Agreement shall remain in effect and any award shall be applied against the Purchase Price.

13. Termination Rights of Buyer.

In addition to the provisions for default set forth in Paragraph 14, in the event that performance of the Work To Be Performed is (i) abandoned by Seller for fifteen (15) consecutive days, or (ii) is more than ninety (90) days behind schedule, Buyer may terminate this Agreement by written notice to Seller and, upon such termination, Buyer shall have the same reimbursement obligations and shall be entitled to a share of Refundable Costs in the same manner as set forth in the case of termination pursuant to Paragraph 10. Notwithstanding the foregoing, cessation of or delay in performance of the Work To Be Performed shall be excused when caused by, and for the duration of, labor disputes, civil commotion, war or war-like operations, sabotage, governmental regulations or controls (other than those of Seller), fire or other casualty, inability to obtain materials or services, or acts of God or other events of "force majeure," and during such events, Buyer shall not have the termination right described herein.

14. Remedies Upon Default.

Except as set forth in Paragraph 13 and subject to Paragraph~22(c), in the event Seller or Buyer defaults in the performance of any of its obligations under this Agreement, the non-defaulting party shall, in addition to any and all other remedies provided in this Agreement, have all rights at law or in equity, including the right to seek damages, injunctive relief and specific performance against the defaulting party.

15. Notices. All notices pertaining to this Agreement shall be in writing delivered to the parties personally, by facsimile transmission or by certified or registered mail, return receipt requested, postage prepaid, addressed to the parties at the addresses set forth in Recital A or such other address as the parties may designate by notice. All notices given personally or by mail shall be deemed given when received. All notices by facsimile transmission shall be deemed given at the time of confirmation of transmission. The parties may, by notice as provided above, designate a different address to which notice shall be given.

16. Attorneys’ Fees If any legal action is brought by either party to enforce any provision of this Agreement, the entitlement of either party to recover attorneys’ fees and court costs shall be determined by the federal Equal Access to Justice Act.

17. No Broker’s Commission. Each party represents to the other that it has not used a real estate broker in connection with this Agreement or the transactions contemplated by this Agreement. In the event any person asserts a claim for a broker’s commission or finder’s fee against one of the parties to this Agreement, the party on account of whose actions the claim is asserted will indemnify and hold the other party harmless from and against said claim. The provisions of this Paragraph 17 shall survive the Closing or earlier termination of this Agreement for any reason whatsoever.

18. Binding on Successors. This Agreement shall be deemed a covenant running with the land and shall be binding upon the parties hereto and their respective successors and assigns. No party may assign this Agreement to any other party without the prior written consent of all parties, which consent may be withheld in any party’s sole discretion. No such assignment shall relieve the assigning party of any of its liabilities or obligations hereunder.

(a) At or prior to the Closing, Seller shall deliver to Buyer:

(ii) Conveyance tax forms;

(iii) Affidavits and/or lien waivers or indemnities sufficient to enable issuance of title insurance without exception for (a) rights of tenants or occupants, (b) matters of survey, and (c) mechanic’s lien rights of any contractor, supplier or materialman;

(iv) Appropriate resolutions;

(v) A “FIRPTA” affidavit; and

(vi) The assignment and certificate of substantial completion described in Paragraph~8(k).

(b) Buyer and Seller each agree to execute such additional documents as may be reasonable and necessary to carry out the provisions of this Agreement.

20. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire agreement between Seller and Buyer pertaining to the subject matter contained in it and supersedes all prior and contemporaneous agreements, representations, and understandings. This Agreement shall be construed without regard to any presumption or other rule requiring construction against the party causing this Agreement to be drafted. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the party against whom such supplement, modification, waiver or amendment is sought to be enforced. No delay, forbearance or neglect in the enforcement of any of the conditions of this Agreement or any rights or remedies hereunder shall constitute or be construed as a waiver thereof. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

21. Severability. Each provision of this Agreement is severable from any and all other provisions of this Agreement. Should any provision(s) of this Agreement be for any reason unenforceable, the balance shall nonetheless be of full force and effect.

22. Additional Provisions.

(a) The Seller agrees not to rent, lease, or otherwise or encumber any portion of the Property subsequent to execution of this Agreement.

(b) No member of or delegate to Congress may be admitted to any part or share of this Agreement, or to any benefit arising from it.

23. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of Connecticut.

By: ____________________________

UNITED STATES POSTAL SERVICE

By: ____________________________

FIRST MODIFICATION TO PURCHASE AGREEMENT

This First Modification to Purchase Agreement dated as of _______________, 2002, by and between the CITY OF MERIDEN ("Seller") and the UNITED STATES POSTAL SERVICE ("Buyer").

WHEREAS, Seller and Buyer entered into a Purchase Agreement dated as of ______________,1999 (the "Purchase Agreement") relating to a certain piece or parcel of land in Meriden, Connecticut more particularly described in the Purchase Agreement (the "Property"); and

WHEREAS, certain cost increases for performance of portions of the Work To Be Performed (as defined in the Purchase Agreement) and disputes as to payment therefor (the "Cost Disputes") have caused delays in the schedule set forth in the Scope of the Work, the Completion of the Work, and the Closing (all as defined in the Purchase Agreement); and

WHEREAS, Buyer and Seller have resolved, as between them, their disputes as to cost overruns; and

WHEREAS, Buyer and Seller wish to amend the Purchase Agreement on the terms and conditions set forth herein.

NOW, THEREFORE, the Purchase Agreement is amended as follows:

Buyer and Seller acknowledge that Completion of the Work has occurred and that this Agreement constitutes Notice of Completion.