City Council

AGENDA – MEETING OF THE COUNCIL OF THE CITY OF NORWICH June 18, 2012 7:30 PM PRAYER PLEDGE OF ALLEGIANCE PROCLAMATIONS AND SPECIAL OBSERVANCES PUBLIC HEARINGS 1. RELATIVE TO REVIEWING APPLICATIONS AND RECEIVE COMMENTS RELATIVE TO THE NEIGHBORHOOD ASSISTANCE ACT. PETITIONS AND COMMUNICATIONS 1. JFK Housing Neighborhood Petition REPORTS OF COMMITTEES 1. Report from the Reid & Hughes committee (Jim Quarto). 2. Resignation of Alderwoman Deb Hinchey from the Norwich Recreation Advisory Board. CITY MANAGER’S REPORT CITIZENS COMMENT ON RESOLUTIONS NEW BUSINESS-RESOLUTIONS 1. Relative to approving the list of applicants under the Neighborhood Assistance Act. 2. Relative to an appropriation to match a FEMA Hazard Mitigation Grant for property at 31 New London Tpke. 3. Relative to appointment of Mark Bettencourt to the Norwich Recreation Advisory Board. 4. Relative to Alan H. Bergren, City Manager, is empowered to execute and deliver in the name and on behalf of this municipality a contract with the Connecticut State Library for an Historic Document Preservation Grants. 5. Relative to the City Manager to enter into a lease with Southeastern Area Transit (SEAT). 6. Relative to CDBG allocations and approved funding recommendations. 7. Relative to $181,500 to transfer from the 2011-12 from various department. 8. Relative to $126,000 appropriated from contingency account. EXECUTIVE SESSION 1. Pending claims City Clerk  PUBLIC HEARING #1 WHEREAS, the R.E. Van Norstrand Neighborhood Assistance Act, Chapter 228a of the Connecticut General Statutes (C.G.S. 12‐630aa‐12‐638) offers certain benefits to municipalities desiring to obtain the same and is administered by the State Department of Revenue Services (Commission of Revenue Services); and WHEREAS, the Neighborhood Assistance Act provides a tax credit for business firms which sponsor local programs; and WHEREAS, such programs must be proposed and conducted by private non‐profit agencies or municipalities and be approved by the local legislative body; NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH: A public hearing will be held on June 18, 2012 to review applications and receive comments relative to the Neighborhood Assistance Act. Deb Hinchey Alderwoman  RESOLUTION #1 WHEREAS, the R.E. Van Norstrand Neighborhood Assistance Act, Chapter 228a of the Connecticut General Statutes (C.G.S. 12‐630aa‐12‐638) offers certain benefits to municipalities desiring to obtain the same and is administered by the State Department of Revenue Services (Commission of Revenue Services); and WHEREAS, the Neighborhood Assistance Act provides a tax credit for business firms which sponsor local programs; and WHEREAS, such programs must be proposed and conducted by private non‐profit agencies or municipalities and be approved by the local legislative body; WHEREAS, a public hearing has been duly noticed and held on applications submitted to the City Manager’s office. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH that it approves the following program proposals under the Neighborhood Assistance Act: 1. The Community Economic Development Fund Foundation, Inc. ‐Small business counseling, Business Training Institute, community dev. 2. Norwich Human Services‐Norwich Safety Net Team 3. CRIS‐Radio Reading Service 4. Habitat for Humanity‐Homes in SE CT 5. Montessori Discovery School, Inc.‐Energy & Education 6. The Norwich Free Academy‐Pickin’ Up the Pieces 7. ECHO‐Taftville Community Apts. heating system replacement 8. Norwich Historical Society, Inc.‐ Lecture series 9. Montessori Discovery School, Inc.‐Financial assistance program 10. Best Production Co.‐Energy conservation improvements 11. Bethsaida Community, Inc.‐Patricia’s Place Program 12. Podunk Bluegrass Music Festival, Inc.‐17th annual festival Mayor Peter A. Nystrom Alderwoman Deb Hinchey  RESOLUTION #2 WHEREAS, the City of Norwich has made an application to FEMA seeking a grant through its Hazard Mitigation Grant program to acquire and mitigate a flooding hazard on property at 31 New London Turnpike contemplating total costs in an amount of $760,100; and WHEREAS, on April 16, 2012, the Council of the City of Norwich authorized City Manager Alan H. Bergren to prepare, execute and deliver to FEMA on behalf of the City of Norwich a cost share commitment letter committing to provide matching funding in the amount of $190,025. WHEREAS, the City of Norwich has made an application to the Department of Energy and Environmental Protection through its Open Space and Watershed Land Acquisition Program for additional Grant Funding WHEREAS, funds for the project are included in the Manager’s Capital Contingency Account #10213‐88000 for the 2012‐2013 Fiscal year. BE IT FURTHER RESOLVED by the Council of the City of Norwich that the sum of $70,000 (seventy thousand dollars), be and hereby is, appropriated for the work to be performed under this agreement, from $70,000 Manager’s Capital Contingency Account #10213‐88000 City Manager Alan H. Bergren  RESOLUTION #3 BE IT RESOLVED that Mark Bettencourt be appointed to the Recreation Board for a term to expire on December 5, 2013 or until a successor is appointed. ____________________ Mayor Peter A. Nystrom Alderwoman Deb Hinchey  RESOLUTION #4 WHEREAS, the City Clerk’s Office has been approved for a Historic Document Preservation Grant in the amount of $6,500 to for rebinding older vital records for archival preservation and order a locking shelving cabinet to house these vitals. WHEREAS, there are no matching funds required by the City. THEREFORE, BE IT RESOLVED, that City Manager, Alan Bergren is empowered to execute and deliver in the name and on behalf of this municipality a contract with the Connecticut State Library for an Historic Documents Preservation Grant. Alan H. Bergren City Manager  RESOLUTION #5 WHEREAS, the City of Norwich has constructed a facility known as the Intermodal Transportation Facility to encourage the public use of multiple forms of transportation and proposes to enter into a lease agreement with Southeast Area Transit (SEAT) which provides public bus transportation between its member town including the Connecticut municipalities of East Lyme, Griswold, Groton, Ledyard, Montville, New London, Norwich, Stonington and Waterford; and WHEREAS, the facility is constructed such that a portion of the first floor area is available for use to support SEAT services and for potential shared use by other providers of local and long distance bus services; and WHEREAS, City Manager Alan H. Bergren has proposed the city memorialize its agreement with SEAT. NOW THEREFORE, BE IT RESOLVED that City Manager Alan H. Bergren be and hereby is authorized and directed to enter into a Lease Agreement with Southeast Area Transit with respect to its use of the Intermodal Transportation Facility, said Lease Agreement to be substantially in the form attached hereto as Exhibit A, but it may be amended prior to execution if necessary to make it satisfactory to him, and to arrange to have the same executed by Southeast Area Transit by a representative duly authorized for the purpose and to make appropriate delivery of original copies of the lease. Mayor Peter A. Nystrom Pro‐Tem Pete Desaulniers  EXHIBIT A LEASE AGREEMENT This Lease Agreement (“Lease”) made as of the 9th day of June, 2012, the date and time of its execution notwithstanding, by and between the CITY OF NORWICH, a Connecticut municipality with offices at 100 Broadway, Norwich, Connecticut (hereafter referred to as “NORWICH”) and SOUTH EAST AREA TRANSIT, a multi-municipal public agency existing under the laws of the State of Connecticut having an office at 21 Route 12, Preston, Connecticut (hereafter referred to as “SEAT”) and presently comprised of the Connecticut municipalities of East Lyme, Griswold, Groton, Ledyard, Montville, New London, Norwich, Stonington and Waterford (the member municipalities being hereafter collectively referred to as “the Towns”). WHEREAS, NORWICH has constructed upon its premises located on Falls Avenue, Norwich, Connecticut as described in Exhibit A-1 attached hereto and incorporated herein (hereafter referred to as the “Land”) a facility to encourage the public use of multiple forms of transportation referred to as the Norwich Intermodal Transportation Center (hereafter the “ITC”) utilizing funds acquired from the United States Department of Transportation by way of grants administered by the Connecticut Department of Transportation (hereinafter “Grant Funds”) and its own funds; WHEREAS, SEAT provides public bus transportation between its member towns; WHEREAS, NORWICH’s discussions with SEAT concerning SEAT’s use of the ITC commenced during the planning stages of the ITC project and have continued through the date of this lease with the intent and purpose that SEAT shall utilize the ITC as the primary locus of SEAT’s public transportation services for the greater Norwich, Connecticut portion of its service area, generally, and for the bus service of the Norwich, Connecticut downtown, specifically (hereafter referred to as “SEAT Services”); WHEREAS, during the planning stages of the ITC project, NORWICH contemplated the use of the ITC by other providers of bus transportation within SEAT’s service area to service particular employers such as Foxwoods Resort & Casino, Mohegan Sun Casino and Electric Boat, to service particular tourist destinations such as Mystic Seaport, Mashantucket Museum and Mystic Aquarium (hereafter referred to as “Other Local Services”) and by providers of bus transportation to destinations predominately outside of SEAT’s service area within and without the State of Connecticut (hereafter referred to as “ Distance Services”); WHEREAS, NORWICH designed the ITC such that a portion of first floor areas of the ITC were available for use in support of SEAT Services and for potential shared use by providers of Other Local Services and Distance Services (the latter collectively referred to as “Other Bus Services”) as shown and delineated as such on Exhibit A-2 attached hereto and incorporated herein (hereafter referred to as the “Premises”); and WHEREAS, the parties wish to memorialize their agreement concerning the use of Premises by SEAT and of the shared use of other portions of the ITC as shown and delineated on said Exhibit A-2 as the “Plaza” and on said Exhibit as the “Elevator” and the “Stair”, together with the sidewalks, drives and other exterior areas of the Land as provide access to the ITC facility and allow for its use by the public (said exterior areas, together with the Elevator and Stairs being hereafter collectively referred to as the “Common Areas”). WITNESSETH: For and in consideration of the mutual covenants and agreements herein contained and with the purpose and intent that all prior agreements with respect to the subject matter hereof, written or oral, be superseded and merged into this Lease, the parties hereto do hereby covenant and agree as follows: ARTICLE I - PREMISES Section 1.1 Demise. NORWICH hereby leases the Premises to SEAT, and SEAT hereby rents the Premises from NORWICH, together with the right to use the Plaza and the Common Areas in common with others. The Premises do not include the areas shown on Exhibit A-2 as “Electrical 104 SF”, “Mechanical 190 SF” which are retained by NORWICH together with a continuing right to access the same through the Premises. ARTICLE II - TERM Section 2.1 Term. The term of this Lease shall be for a period of ten (10) years (the “Initial Term”). The term will start on the date a Certificate of Occupancy for the Premises is issued (the “Commencement Date”) and end on the tenth (10th) anniversary of the Commencement Date except as otherwise provided for in this Lease. Section 2.2 Option of Renew. This Lease shall be renewed for one (1) additional ten (10) year Extension Term beginning at the end of the Initial Term extending the Termination Date to the twentieth (20th) anniversary of the Commencement Date unless SEAT shall give NORWICH written notice at least ninety (90) days prior to the expiration of the initial term of its intent not to extend the Term. NORWICH and SEAT may thereafter agree to renew this Lease and extend its Term for an additional twenty (20) year Second Extension Term on substantially the same terms and conditions by their execution and exchange of a suitable addendum to this Lease prior to the end of the Extension Term. Unless earlier terminated in accordance with the terms of this Lease, this Lease shall terminate at the end of Initial Term upon receipt of such notice from SEAT declining the Extension Term, or at the end of the Extension Term unless the parties so elect to proceed with the Second Extension Term, or at the end of the Second Extension Term, which ever date occurs first (the “Termination Date”). Section 2.3 Holding Over. If SEAT shall be in possession of the Premises after the Termination Date, the tenancy under this Lease shall become one from calendar month to calendar month, and all terms and conditions of this Lease shall apply, however, the rent shall be twice the last applicable SEAT Payments or the prevailing market rate, for the lease of like property, whichever is more. Section 2.4 Termination Upon Assumption of Operations by the State of Connecticut. Notwithstanding any provision of Article II to the contrary, NORWICH may, but shall not be obligated to terminate this Lease in the event that the State of Connecticut becomes the successor in interest to SEAT, assumes operational control of SEAT or assumes ownership of the assets of SEAT by appropriate Notice specifying an accelerated Termination Date of not less than one (1) year from the date of such Notice. ARTICLE III - USE Section 3.1 Usage. The SEAT shall occupy the Premises and use the Premises and the Common Areas for the operation of a bus transportation support facility and for no unrelated purpose without first obtaining the written consent of NORWICH. SEAT shall maintain the Premises in a neat and clean condition. SEAT shall be responsible for removal from the Premises of all refuse it produces. SEAT may utilize such refuse collection services as are provided NORWICH or may contract with a private contractor. Section 3.2 Permits. SEAT covenants and agrees to obtain at its own sole expense any and all permits and approvals necessary for its usage of the Premises. SEAT agrees to fully and completely comply at its own sole expense with all governmental rules, regulations and ordinances, whether Federal, State or municipal, which may apply to its occupancy and usage of the Premises. Section 3.3 Signage. SEAT and NORWICH shall consult on appropriate signage to be located about the Premises and on the Land with public safety being the highest mutual concern. SEAT shall be solely responsible for all costs of maintaining its signage in good condition and repair. ARTICLE IV - SEAT PAYMENTS Section 4.1 Payments. In consideration of the rights herein granted, SEAT agrees to make certain payments to NORWICH, payments shall be deemed “rent” for purposes of the application of law, as follows: its share of utilities, as hereafter provided for; taxes on its personal property, if not exempt under applicable law; and any cost or expense reasonably incurred by NORWICH pursuant to Article 12 hereof (collectively the “SEAT Payments”). The SEAT Payments shall be due within twenty (20) days of receipt by SEAT of NORWICH’S invoice for the same. By agreement of both parties, revocable at any time, all or part of the SEAT Payments may be paid in installments upon estimate with an annual reconciliation.  ARTICLE V - UTILITIES Section 5.1 Heating, Air Conditioning and Ventilation (HVAC). The parties acknowledge that the HVAC system services only the Premises. Section 5.2 Sewer and Gas. The parties acknowledge that the sewer and gas utilities service only the Premises. Section 5.3 Water. The parties acknowledge that the water utilities service the Premises for domestic use and service the ITC for maintenance and upkeep purposes. Section 5.4 Electricity. The parties acknowledge the Premises are separately metered from the remainder of the ITC for electrical services. Section 5.5 Utility Payments. SEAT shall be solely responsible for all electrical and gas services metered to the Premises. SEAT shall be solely responsible for all sewer utility charges. SEAT shall be responsible for its prorated share of water services as reasonably determined by NORWICH. ARTICLE VI - BUILDOUT AND IMPROVEMENTS Section 6.1 Buildout. NORWICH shall deliver the Premises with the initial improvements specified in Exhibit B-1 attached hereto and incorporated herein. SEAT shall, at minimum, install such fixtures and improvements as are specified in Exhibit B-2 attached hereto and incorporated herein. Section 6.2 Effect of Entering into Possession / As Is / No Warranties. By entering into possession, SEAT shall be deemed to have: (a) accepted the Premises, (b) acknowledged that the same are in the condition called for hereunder, and (c) agreed that the obligations of NORWICH imposed hereunder have been fully performed. NORWICH does not make any representations or warranties related to (1) the physical condition of the Premises, (2) the appropriateness or fitness of the Premises for SEAT’s intended usage. Section 6.3 SEAT’s Trade Fixtures. All trade fixtures and apparatus (as distinguished from leasehold improvements) owned by SEAT and installed in the Premises shall remain the property of SEAT and shall be removable at the end of this Lease or any renewal agreement; provided SEAT shall not at such time be in default of any terms or covenants of this Lease; and provided further that SEAT shall repair any damage to the Premises caused by the removal of said trade fixtures and apparatus and shall restore the Premises to good condition and repair as existed prior to the installation of said trade fixtures and apparatus. Section 6.4 SEAT Improvements. SEAT may with the permission of NORWICH make other improvements at its expense. Not less than once every five (5) years during the Term, SEAT shall restore the Premises at its expense to the same condition as on the Commencement Date. All improvements shall be the property of NORWICH.  ARTICLE VII - REPAIRS AND MAINTENANCE Section 7.1 Repairs and Maintenance by NORWICH. NORWICH shall be responsible for cleaning, maintaining, repairing and replacing: a)all elements of the exterior and structure of the ITC; b) the Common Areas excepting the Plaza but including snow removal from the walks and drives of the Common Areas and from the Plaza; and c) all mechanical, electrical, plumbing services including HVAC, the Elevator and the plumbing in the restrooms. SEAT hereby grants NORWICH such access to the Premises as may be reasonably necessary to meet this obligation. Section 7.2 Repairs and Maintenance by SEAT. SEAT shall be responsible for maintaining the interior of the Premises and all fixtures therein located except as otherwise expressly provided in Section 7.1 hereof. SEAT shall be responsible for the maintaining the Premises and the Plaza in a clean condition. ARTICLE VIII - INDEMNITY AND INSURANCE Section 8.1 Indemnity by SEAT. SEAT shall indemnify, hold harmless and defend NORWICH from and against any and all claims, actions, damages, liability and expense, proven in a court of competent jurisdiction, including, but not limited to, attorney’s fees and other professional fees, in connection with loss of life, personal injury and/or damage to property arising from or out of the occupancy or use by SEAT of the Premises or any part thereof or any other part of the ITC or the Land, occasioned wholly or in part by any act or omission of SEAT, its officers, agents, contractors, employees or invitees, provided the same shall not be caused by any gross negligence of NORWICH. Section 8.2 Indemnity by NORWICH. NORWICH shall indemnify, hold harmless and defend SEAT from and against any and all claims, actions, damages, liability and expense, proven in a court of competent jurisdiction, including, but not limited to, attorney’s fees and other professional fees, in connection with loss of life, personal injury and/or damage to property arising from or out of the occupancy or use by NORWICH of those portions of the ITC or the Land as do not constitute the Premises, occasioned wholly or in part by any act or omission of NORWICH, its officers, agents, contractors, employees or invitees, provided the same shall not be caused by any gross negligence of SEAT. Section 8.3 Business Interruption. Neither party shall be responsible to the other for business interruption unless such interruption is caused by the gross negligence of the other party, its agents, servants and/or contractors AND such other party fails to take timely and effective action to address the cause or causes of such interruption. Section 8.4 SEAT’s Insurance. At all times after the execution of this Lease, SEAT will carry and maintain, at its expense insurance coverage meeting the minimum requirements set forth in Exhibit C attached hereto and incorporated herein as the same may from time to time be reasonably updated by Notice from NORWICH. Section 8.5 SEAT’s Contractor’s Insurance. SEAT shall require any contractor performing work on the Premises to carry and maintain, at no expense to NORWICH: a) worker’s compensation or similar insurance in form and amounts as required by law; and b) comprehensive general liability insurance, including, but not limited to, contractor’s liability coverage, completed operations coverage, broad form property damage endorsement and contractor’s protective liability coverage, to afford protection with limits, for each occurrence, of not less than $1,000,000.00 with respect to personal injury or death, and $500,00.00 with respect to property damage. Section 8.6 Waiver of Right of Recovery. Neither NORWICH or SEAT shall be liable to the other party or to any insurance company (by way of subrogation or otherwise) insuring the other party for any loss or damage to any building, structure or other tangible property or liability for personal injury, wrongful death, or losses under workers compensation laws and benefits, to the extent such loss or damage is covered by insurance, even though such loss or damage might have been occasioned by the negligence of such party, its agents or employees. NORWICH and SEAT are obligated to submit any and all claims to their respective insurance companies. Section 8.7 Environmental Matters. SEAT agrees that it will not use, handle, treat, transport, store or dispose of any Hazardous Materials (as hereinafter defined) on or about the Premises except with the prior revocable consent of NORWICH in each instance and then only in accordance with the requirements of all applicable federal, state and local environmental, health and safety statutes, laws, regulations, ordinances, rules and standards, including, without limitation, the Occupational Safety & Health Act, as amended, 29 U.S.C. §651 et seq. (“OSHA”), the Comprehensive Environmental Response & Liability Act, as amended, 42 U.S.C. §9601 et seq. (“CERCLA”), the Resource Conservation & Recovery Act, as amended, 42 U.S.C. §9601 et seq. (“RCRA”) and the Superfund Amendments and Reauthorization Act, as amended, 42 U.S.C. §9671 et seq. (“SARA”) [hereinafter “Environmental Laws”]. The term “Hazardous Materials”, when used herein, shall include any substances, materials or wastes that are regulated by any local governmental authority, the state where the Premises is located, or the United States of America because of toxic, flammable, explosive, corrosive, reactive, polychlorinated biphenyls, petroleum, crude oil and any fraction thereof, or other properties that may be hazardous to human health or the environment, including asbestos, and including any materials or substances that are listed in the United States Department of Transportation Hazardous Materials Table, as amended 49 C.F.R. 172.101 et seq. or defined under applicable Environmental Laws. If an environmental disposal firm is used to remove any hazardous material, then SEAT shall provide monthly reports of said activity to NORWICH. SEAT does hereby agree to indemnify, defend and hold harmless NORWICH, his heirs, successors and assigns, from all fines, suits, proceedings, claims and actions of every kind, and all costs associated therewith (including attorneys’ and consultants’ fees) caused by SEAT’s improper use, mishandling, mistreatment, or any improper storage, transport, deposit, spill, discharge or other release of Hazardous Materials that occurs on or about the Premises during the Term of this Lease by SEAT. SEAT’s obligations and liabilities under this Section 8.6 shall survive the expiration of this Lease.  If at any time during the term of this Lease, either party shall become aware of the presence of any fact, circumstance, claim, potential claim or other situation which could lead to liability under any Environmental Law, provided such fact, circumstance, claim, potential claim or other situation is not the result of an act or failure to act by SEAT, SEAT shall have the right to terminate this Lease with no further liability or obligation hereunder. ARTICLE IX - DAMAGE AND DESTRUCTION Section 9.1 NORWICH’s Obligation to Repair and Reconstruct. If the Premises shall be damaged by fire, the elements, accident or other casualty (any of such causes being referred to herein as a “Casualty”), but, the Premises shall not be thereby rendered wholly or partially unusable, NORWICH shall promptly cause such damage to be repaired and there shall be no abatement of SEAT Payments. If, as a result of the Casualty, the Premises shall be rendered wholly or partially unusable, then, subject to the provisions of Section 9.2, NORWICH shall cause such damage to be repaired and, there shall be no abatement or proportional abatement of the SEAT Payments during the period of such unusability. All such repairs shall be made at the expense of NORWICH, subject to SEAT’s responsibilities set forth herein. NORWICH shall not be liable for interruption to SEAT’s business or for damage to or replacement or repair of SEAT’s personal property or to any leasehold improvements installed in the premises, all of which replacement or repair shall be undertaken and completed by SEAT promptly. Section 9.2 NORWICH’S and SEAT’S Option to Terminate Lease. If the Premises are (a) rendered wholly unusable, or (b) damaged as a result of any cause which is not covered by NORWICH’s insurance or the proceeds thereof are insufficient to effect such repairs, or (c) damaged or destroyed in whole or to the extent that 25% (or more) of the floor area of SEAT’s Premises is unusable and cannot be restored within 90 days of the occurrence of such event, or (d) the damage takes place within two years of the end of the Lease, or (e) NORWICH’s building is damaged to the extent of 50%, or more, then, in any of such events, NORWICH or SEAT may elect to terminate this Lease by giving notice to the other of such election within 90 days after the occurrence of such event. If such notice is given, the rights and obligations of the parties shall cease as of the date of such notice, and the SEAT Payments shall be adjusted as of the date of such termination. Notwithstanding the foregoing, until such date as the SEAT actually vacates the Premises and surrenders possession thereof to NORWICH SEAT shall continue to be liable for all SEAT Payments. Section 9.3 Demolition of Building. If NORWICH’s building shall be so substantially damaged that it is reasonably necessary, in NORWICH’s sole judgment, to demolish such building for the purpose of reconstruction, NORWICH may demolish the same in which event this Lease, on Notice to SEAT, shall be terminated and the rights and obligations of the parties shall cease as of the date of such notice in accordance with the provisions of Section 9.2. ARTICLE X - CONDEMNATION Section 10.1 Effect of Taking. If the whole or a minimum of 25% of the floor area of the Premises shall be taken under the power of eminent domain, this Lease shall terminate as to the part so taken on the date the SEAT is required to yield possession thereof to the condemning authority. NORWICH shall make such repairs and alterations as may be necessary in order to restore the part not taken to useful condition and the SEAT Payments shall not be reduced. In the alternative NORWICH may simply elect to terminate this Lease by notice to SEAT, in which event the rights and obligations of the parties shall cease as of the date of such notice, and all SEAT Payments shall be adjusted as of the later date of: the date of such notice, or the date the SEAT surrenders possession of the remaining portion of the Premises to the NORWICH. Section 10.2 Condemnation Awards. All compensation awarded for any taking of the Premises or any interest therein shall belong to and be the property of the NORWICH, SEAT hereby assigning to NORWICH all rights with respect thereto; provided, however, nothing contained herein shall prevent SEAT from applying for reimbursement from the condemning authority (if permitted by law) for moving expenses, or the expense of removal of SEAT’s trade fixtures, or loss of SEAT’s business good will, but if and only if such action will not reduce the amount of the award or other compensation otherwise recoverable from the condemning authority by NORWICH or the owner of the fee simple estate of NORWICH’s building. ARTICLE XI - ASSIGNMENTS AND SUBLETTING Section 11.1 NORWICH’S Consent Required. SEAT may not assign its interest under this Lease, either in whole or in part, without the prior written consent of the NORWICH, which consent shall not be unreasonably be withheld by NORWICH based upon factors which may include, but shall not be limited to the financial condition of such proposed assignee. Notwithstanding any approved assignment, SEAT, and any guarantors of this Lease, shall continue to remain fully liable and responsible to NORWICH for all obligations imposed on it under the terms and conditions of this Lease should SEAT’s assignee fail to comply fully with all such obligations. The acceptance by NORWICH of any payment from any assignee shall not be deemed to be consent by NORWICH to such assignment nor shall the same be deemed to be a waiver of any right or remedy of NORWICH under this Lease. ARTICLE XII - DEFAULT Section 12.1 “Event of Default” Defined. Any one or more of the following events shall constitute an “Event of Default”: a) Failure of the SEAT to fully pay any SEAT Payments when due; b) If (A) a petition is filed against SEAT under any bankruptcy, reorganization, arrangement, composition, readjustment, liquidation, dissolution or insolvency law, and is not dismissed within 60 days after such filing; or (B) SEAT (i) files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect, or consents to the filing of any petition against it under any such law, or (ii) makes any general assignment for the benefit of creditors or admits in writing its inability, or fails, to pay its debts generally as they become due, or consents to the appointment of a receiver, custodian, liquidator or trustee of itself, or of all or any part of this property; or (C) SEAT is “insolvent”, meaning that either SEAT is unable to pay its debts as they become due or if the fair market value of their or its assets do not exceed their or its aggregate liabilities; or (D) any trustee, custodian, receiver, or liquidator of SEAT is appointed by Court order and such order remains in effect for more than 30 days, or an order for relief is entered with respect to SEAT; c) Default by SEAT in the performance or observance of any covenant or agreement of this Lease (other than a default involving the payment of money), which default is not cured within 15 days after the giving of notice thereof by NORWICH, however, if SEAT shall default in the performance of any material or nontechnical default of such covenant or agreement of this Lease more than twice in any 12 month period, that notwithstanding such default or defaults have each been cured by SEAT, any further similar default shall be deemed an Event of Default without the ability to cure; d) The vacating or abandonment of the Premises by the SEAT prior to the termination date; e) Any action which violates any term or condition of the provision of the Grant Funds to NORWICH, including but not limited to any prohibition on discrimination, or the occurrence of any other event described as constituting an “Event of Default” elsewhere in this lease. Section 12.2 NORWICH’S Remedies. Upon the occurrence and/or continuance of any one or more Event of Default, NORWICH, without notice to SEAT except such notice as may by law be required, may do any one or more of the following: a) terminate this Lease and commence a summary process action for possession of the Premises; b) exercise any and all legal and equitable remedies permitted by law; c) take possession of the Premises by unilateral action if SEAT has abandoned them and dispose of any of SEAT’s personal property left in the Premises; d) cure such Event of Default at its expense whereupon the cost of such cure shall be deemed SEAT Payments; e) all rights and remedies of NORWICH are cumulative in nature and not exclusive. The utilization of one remedy shall not exclude the NORWICH form pursuing other remedies. Section 12.3 Cost of NORWICH’S Remedies. Any and all reasonable costs and expenses (including, but not limited to, attorney fees (whether or not litigation is commenced)), other professional fees, and court costs) incurred by NORWICH in enforcing any of its rights or remedies under this Lease shall be repaid to NORWICH by SEAT, and if not repaid, shall be awardable by a court of competent jurisdiction. Section 12.4 Assignment in Bankruptcy. In the event of an assignment by operation of law under the Federal Bankruptcy Code, or any state bankruptcy or insolvency law, and in the further event that NORWICH elects not to terminate this Lease under Section 12.2, the assignee shall provide the NORWICH with adequate assurance of the future performance of all the terms and covenants of this Lease, which shall include, but which shall not be limited to, assumption of all the terms, covenants and conditions of the Lease by the assignee and the making by the assignee of an express covenant to NORWICH that such assignee has sufficient capital to fully and faithfully discharge SEAT’S obligations under this Lease for the entire remaining Term.  ARTICLE XIII - SUBORDINATION AND ATTORNMENT Section 13.1 Peaceful and Quiet Use and Possession. Provided SEAT fulfills and performs all of the covenants of this Lease which SEAT is required to fulfill and perform, NORWICH covenants that SEAT shall have peaceful and quiet use and possession of the Premises without hindrance on the part of NORWICH subject to: a) the rights of others in and to the Common Areas; b) the rights of patrons of the ITC to use the public restrooms of 103 SF and 117 SF and the waiting area; c) the right of providers of other services as provided for in Article XVI. Section 13.2 Subordination. This Lease shall be subordinate to all current or future mortgages that NORWICH may place on the property on which the premises are located. Section 13.3 Attornment. If any person shall succeed to all or part of NORWICH’s interest in the Premises, by whatever legal means, and if so requested or required by such successor in interest, SEAT shall attorn to such successor in interest and shall execute such agreement in confirmation of such attornment as such successor in interest shall reasonably request, provided such successor in interest enters into an agreement not to disturb SEAT’s possession and occupancy of the Premises, subject to the terms and conditions of this Lease. ARTICLE XIV - NOTICES Section 14.1 Sending of Notices. Any notice, request, demand, approval or consent given or required to be given under this Lease shall be in writing and shall be deemed to have been given and received as follows: a) If intended for NORWICH, on the 3rd day following the day on which the same shall have been mailed by U.S. registered or certified mail, return receipt requested, with all postage charges prepaid, addressed to the NORWICH as follows: City of Norwich, Attention City Manager, 100 Broadway, Norwich, Connecticut 06360 with a copy to the attention of the Mayor at the same address. b) If intended for the SEAT, on the 3rd day following the day on which the same shall have been mailed by U.S. registered or certified mail, return receipt requested, with all postage charges prepaid, addressed to the SEAT as follows: ______________________________________________________________________. Each party may change its address for notice purposes on written notice to the other party as set forth above. ARTICLE XV - MISCELLANEOUS Section 15.1 Inspection and Access by NORWICH. NORWICH (and/or NORWICH’S agents and servants) shall have the right to enter the Premises in times of emergency to make repairs and inspect as to whether repairs are necessary, upon oral request. NORWICH also shall have such access to the Premises as is reasonably necessary for NORWICH to comply with its obligations under this Lease. NORWICH may have reasonable access on reasonable notice to show the property to prospective purchasers, mortgagees, or prospective SEATs, on reasonable notice and provided that such access shall not unreasonably interfere with SEAT’s business. Section 15.2 All NORWICH Remedies are Cumulative. All of NORWICH’S remedies are cumulative in nature and not exclusive. Section 15.3 Captions and Headings. The Article and Section captions and headings are for convenience of reference only and in no way shall be used to construe or modify the provisions set forth in this lease. Section 15.4 Entire Agreement / No Modification. This Lease is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof, all negotiations, considerations and representations between the parties having been incorporated herein. No course of prior dealings between the parties or their officers, employees, agents or affiliates shall be relevant or admissible to supplement, explain or vary any of the terms of this Lease and said terms shall continue to control notwithstanding the future conduct of the parties. No representations, understandings or agreements have been made or relied upon in the making of this Lease other than those specifically set forth herein. This Lease can be modified only by a writing signed by both parties with the same formalities as attended the signing of this Lease. Section 15.5 Severability. If any term or provision, or any portion thereof, of this Lease, or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Lease, or the application of such term or provision to persons or circumstances, other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Lease shall be valid and be enforced to the fullest extent permitted by law. Should a court of competent jurisdiction find any provision or part of a provision unenforceable as written the court may reform such provision or part of a provision to render it enforceable consistent with the general intent of the remaining portion of such provision and/or this Lease. Section 15.6 Applicable Law and Binding Effect. This Lease and the rights and obligations of the parties hereunder shall be construed in accordance with the laws of the State of Connecticut. This Lease shall be binding upon the parties and upon their successors’ and assigns. Section 15.7 Waiver of Jury Trial. NORWICH and SEAT hereby mutually waive any and all rights which either may have to request a jury trial in any proceeding at law or in equity in any court of competent jurisdiction which arises from this Lease, their respective relationship as NORWICH and SEAT, and/or the leasing, renting, and occupancy of the Premises. Section 15.8 Limitation on Right of Recovery Against NORWICH. SEAT acknowledges and agrees that the liability of NORWICH under this Lease shall be limited to its interest in the ITC and the Land and any judgment rendered against NORWICH shall be satisfied solely out of the proceeds, if any, of the sale of its interest in the same. No personal judgment shall lie against NORWICH upon extinguishment of its rights in the ITC and the Land and any judgment shall not give rise to any right of execution or levy against any other asset of NORWICH. Section 15.9 Neutral Construction of Lease. This Lease shall be construed neutrally with respect to any ambiguities herein contained. Any rule of construction requiring the Lease to be construed against the drafter, against the NORWICH, or against any party shall not be applied. Section 15.10 Grammatical Usage. The use of any pronoun in connection with this Lease shall include the singular and plural and masculine, feminine and neuter, as the context may require. Whenever used the singular number shall include the plural, the plural the singular and the use of any gender shall include all genders. Spelling errors, if any, shall be corrected by construction. Section 15.11 Execution of Lease in Duplicate. This Lease shall be executed in multiple counterparts each of which shall constitute an original. Section 15.12 Rules of Operation. SEAT shall seek the concurrence of NORWICH regarding the rules of SEAT’s operations at the Premises as may from time to time SEAT may seek to impose. NORWICH shall timely grant its reasonable concurrence upon request and before such rules are implemented. The parties agree that such rules may address matters such as hours of operation, use of the Common Areas or of the Plaza, the presence of security guards and the like. ARTICLE XVI - CO-LOCATION OF OTHER PROVIDERS Section 16.1 Other Providers. SEAT expressly acknowledges the benefit to both NORWICH and SEAT to secure Other Local Services, Distance Services and other motor vehicle, rail or water based transportation service at the ITC to support and enhance the benefit of the ITC to the public and enhance the connectivity of SEAT Services with other transportation modalities. The parties acknowledge and agree that a shared use of the Premises is likely to be a condition to acquiring such other services. Accordingly, SEAT covenants and agrees to reasonably cooperate with NORWICH in such regard on the basis that SEAT shall not thereby: a) assume additional and unreasonable liability; b) be obligated to pay a disproportionate and unreasonable rent given such other use; c) relinquish reasonable control over the use of the Premises; or d) suffer an unreasonable restraint on its then existing use of the ITC. Section 16.2 Disputes. The parties agree to mediate any dispute under this Article before a mediator of their joint choosing and at their shared expense. IN WITNESS WHEREOF the Parties have set their hands and seals below. CITY OF NORWICH By______________________________ Date: _________________  Its ______________, duly authorized SOUTH EAST AREA TRANSIT By______________________________ Date: _________________ Its ______________, duly authorized EXHIBIT A-1 LAND (to be attached)  EXHIBIT A-2 PREMISES AND COMMON AREAS  EXHIBIT B-1 NORWICH BUILDOUT The Premises shall be delivered as a commercial white box with: a) All plumbing fixtures, sinks and other common fixtures installed in the four restrooms. b) Install Ticket Counters with bullet resistant glass. c) Finished porcelain flooring. d) Aluminum ceiling finish in lieu of acoustical tiles. e) Wall finishing of __________________________________________. f) Security System including but not limited to all conduits, cameras and monitors with access control doors and locks as to be agreed to by the parties. In no event shall the security system installed by NORWICH and accepted by SEAT be deemed to constitute a warranty of NORWICH for fitness for purpose or otherwise.  EXHIBIT B-2 SEAT FIT-OUT Within thirty (30) days of the Commencement Date, SEAT shall deliver and set up furniture, trade fixtures and equipment.  EXHIBIT C MINIMUM INSURANCE REQUIREMENTS (to be supplied byNORWICH)  RESOLUTION #6 WHEREAS, the City of Norwich is eligible to receive $735,831 of Community Development Block Grant (CDBG) funds in FY 2012 from the United States Department of Housing and Urban Development; and WHEREAS, these funds are extended under Title I of the Housing and Community Development Act of 1974 (Public Act 93-383), as amended in 1977, as well as other regulations promulgated by the Department of Housing and Urban Development; and WHEREAS, a request for proposals was published in January, 2012, applications were received in March, 2012 and the Community Development Advisory Committee (CDAC) held 2 meetings open to the public in April before making a recommendation to the Council on April 23; and WHEREAS, the City of Norwich gave public notice on May 16th which allowed for a 30- day public comment period and the Council of the City of Norwich held a public hearing on May 21, 2012 regarding the CDAC’s recommendation. NOW THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH that the Council shall and hereby does direct the Community Development Supervisor to submit the Annual Action Plan to the Department of Housing and Urban Development with the approved allocation as follows: Anticipated PY 2012 CDBG Funds $735,831.00 $735,831.00 CDAC Recommendation Council Approved 1 CD Office - Administration $147,166.00 2 NHS - Hospitality Center $23,000.00 3 NHS - Y&FS - Norwich Juvenile Justice Alliance Case Manager $21,500.00 4 Big Brothers Big Sisters of SE CT - One-to-One Norwich Mentors $4,000.00 5 NHS - Norwich Works $27,000.00 Opportunities Industrialization Center (OIC) of NL County - 6 Project Employment $0.00 7 Literacy Volunteers of Eastern CT - Norwich English Help $2,400.00 Norwich Adult Education - Community Development through ESOL 8 Instruction $6,000.00 Women's Center of S.E. CT - Norwich Domestic Violence Response 9 Team $5,000.00 10 Norwich Housing Authority - JFK Heights I roof replacement $70,000.00 11 Norwich Police Dept - Downtown Security Camera System $150,000.00 12 CD Office - Economic Development Job Creation/Retention $50,000.00 13 CD Office - Home Ownership Assistance Program $0.00 14 CD Office - Property Rehabilitation Program $229,765.00 United Congregational Church of Norwich - Community Center 15 Renovation $0.00 Total Requests $735,831.00 $735,831.00 Mayor Peter A. Nystrom  RESOLUTION #7 WHEREAS, the Police Department expended roughly $109,000 in excess of its fiscal year 2011-12 appropriation resulting from the unanticipated costs payouts of accrued sick and vacation time to six officers upon their retirements; and, WHEREAS, the City Clerk Department expended roughly $23,000 in excess of its fiscal year 2011-12 appropriation resulting from the unanticipated cost of payout of accrued sick and vacation time to the City Clerk upon retirement; and, WHEREAS, the Recreation Department expended roughly $45,500 in excess of its fiscal year 2011-12 appropriation resulting from the unanticipated cost of payout of accrued sick and vacation time to the Recreation Director upon retirement; and, WHEREAS, the Emergency Management Department expended roughly $4,000 in excess of its fiscal year 2011-12 appropriation resulting from the unanticipated cost of updating the Emergency Operations Plan; and, WHEREAS, the City of Norwich had less than anticipated costs for Unemployment, Debt Service Interest, and Contingency. NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH, that $181,500 be and hereby is transferred from the 2011-12 Unemployment, Debt Service Interest, and Contingency budgets to the 2011-12 Police, City Clerk, Recreation, and Emergency Management departments as follows: Department Amount of Transfer Contingency 100,200.00 Debt Service Interest 63,426.00 Unemployment 17,874.00 Subtotal - Budget Decreases 181,500.00 Police 109,000.00 City Clerk 23,000.00 Recreation 45,500.00 Emergency Management 4,000.00 Subtotal - Budget Increases 181,500.00 Net Budget Change - City Manager Alan H. Bergren  RESOLUTION #8 WHEREAS, several city departments are experiencing budget overages in their vehicle fuel, heating fuel and utilities line items and, WHEREAS, the possibility of such overages and surpluses was anticipated and budgeted for in the Contingency Account, NOW THEREFORE BE IT RESOLVED BY THE COUNCIL OF THE CITY OF NORWICH, that the sum of $126,000 be and hereby is appropriated from Contingency Account 01090-80086. BE IT FURTHER RESOLVED, that the fiscal year 2011-12 budgets for the following departments and divisions be increased as follows: ORG-OBJ Department Description Original Budget Proposed Transfer Revised Budget 01021-80023 POLICE GAS OIL & GREASE 152,205 80,000 232,205 01021-80035 POLICE UTILITIES 107,496 20,000 127,496 01024-80023 LAUREL HILL VFD GAS OIL & GREASE 2,018 500 2,518 01024-80035 LAUREL HILL VFD UTILITIES 6,979 500 7,479 01026-80023 TAFTVILLE VFD GAS OIL & GREASE 3,990 5,000 8,990 01026-80035 TAFTVILLE VFD UTILITIES 16,796 1,500 18,296 01027-80023 YANTIC VFD GAS OIL & GREASE 5,780 5,000 10,780 01027-80035 YANTIC VFD UTILITIES 21,910 3,000 24,910 01032-80023 RECREATION GAS OIL & GREASE 8,072 2,000 10,072 01032-80035 RECREATION UTILITIES 14,470 5,000 19,470 01036-80023 SENIOR CENTER GAS OIL & GREASE 12,199 2,500 14,699 01064-80023 PLANNING GAS OIL & GREASE 3,640 500 4,140 01091-80023 EMERGENCY MGMT GAS OIL & GREASE 1,216 500 1,716 126,000 City Manager Alan H. Bergren