BOARDOF TOWN OF SANDWICH SELECTMEN ‘THE OLDEST TOWN ON CAPE COD TOWN 130 MAIN STREET MANAGER ‘SANDWICH, MA 02563, TEL: $08-888-4910 AND 508-888-5144 FAX: 508-833-6045, E-MAIL: selectmen@townofsandwich.net E-MAIL: townhall@townofsandwich.net June 26, 2016 By Federal Express & E-Mail A. Douglas Matthews, Esq 35 Plymouth Boulevard P.O. Box 1237 Westport, MA 02790 Re: Town of Sandwich ~ Purchase and Sale Agreement with R.P. Clark Consulting, LLC Dear Atty. Matthews: In response to your letter to the Town of Sandwich Board of Selectmen dated June 16, 2016, in which you request, on behalf of R.P. Clark Consulting, LLC (“Clark”) an extension until December 18, 2017, of the time for performance of the Purchase and Sale Agreement (“Agreement”) for the property off Quaker Meetinghouse Road, Sandwich (“Property”) in order to satisfy all of the contingencies set forth in Paragraph 20 of said Agreement, the Board of Selectmen met in Executive Session on June 24, 2016 to consider your request of the extension. The Board of Selectmen has unanimously voted to not grant any further extensions of the time for performance and hereby notifies Clark, by virtue of notice to you, that the Agreement is hereby terminated and that the Board is released from any obligation to convey the Property to Clark as a result of Clark’s breach of a material term of the Agreement. Paragraph 20 of the Agreement stipulates that Clark “shall use diligent efforts to satisfy all contingencies” contained in the Agreement, which include: (a) obtaining financing sufficient to construct the development and other improvements required under the Land Development Agreement; (b) prepare all plans showing the development to be constructed and obtain all permits and approvals necessary to commence construction of the project; and (c) obtaining a Groundwater Discharge Permit (*GWD”)from the Commonwealth of Massachusetts Department of Environmental Protection, The Agreement further provides that Clark shall obtain the GWD by December 18, 2015, and all other permits and approvals necessary to begin construction of the development by June 18, 2016. The Town in its letter to you dated January 27, 2016 granted an extension to obiain the Groundwater Discharge Permit and satisfy all of the remaining contingencies until June 17, 2016. As of this date, Clark has not only failed to obtain any of the requisite financing, and permits and approvals but its efforts to do so have been anemic, rather than diligent.A. Douglas Matthews, Esq. June 26, 2016 Page 2 To date, Clark has not provided any evidence of a financing commitment for the construction of this project as evidenced by a commitment letter, letter of credit or security from a bank or other financial institution; not filed a single application for any permit to be issued by the Town of Sandwich; not submitted any final plans in connection with obtaining such perm nor held any substantive discussions with all relevant Town officials regarding the measures required to move forward with permitting. Further, according to the Cape Cod Commission, Clark has taken no action to obtain Commission approval of its development, or to obtain the MEPA review that is required for such approval, in over a year. Rather, Clark has merely requested, repeatedly, that the Commission provide an estimate of the amount of mitigation funds that Clark will have to pay, despite being informed that the Commission would not provide such an estimate, and the practical reasons it would not do so. Moreover, Clark’s efforts to obtain a GWD permit, as documented in correspondence to the Board dated December 16, 2015 and June 16, 2016, indicate that Clark has made little progress toward satisfying this obligation, It does not appear that Clark has hired any engineering or design firms to consult on such a permit and assist in the preparation of the application of permits and, prepared plans for a wastewater system., Rather, Clark’s actions have consisted mostly of preliminary research and evaluation; “ development team meetings;” efforts to obtain financing (which does not appear to have been obtained), and actions that are either unrelated to permitting or to the development, ic. a presentation to the Council on Aging, a meeting with the Department of Housing and Community Development to discuss issues associated with Comprehensive Permits, and a meeting with the Small Business Administration. While the Agreement contemplates the possibility that Clark may be unable to complete the permitting process by the June 18, 2016 deadline, and thus provides for an 18-month extension if needed, the Agreement also presumes that Clark will have made substantive and substantial progress toward completing the process by June 18, as manifested in the requirement that it “use diligent efforts” to obtain the permits and satisfy all conditions in the Agreement, in order to trigger the extension, The extension is not “automatic” as you stated in your letter to the Board of December 16, 2015; itis instead contingent upon Clark performing its obligations diligently, which it has failed to do. As Clark is aware, the Town has a significant interest in having the property developed for productive use, as manifested in the parties’ statement in Paragraph 6 of the Agreement, that “time is of the essence” to the Agreement. However, the project proposed by Clark for the property appears little closer to fruition than it was at the time the Agreement was executed 18 months ago. Accordingly, due to Clark’s failure to use diligent efforts to satisfy its obligations under the Agreement, the Board considers itself to be released from its obligation under the Agreement to convey the property to Clark, and hereby terminates the Agreement.A. Douglas Matthews, Esq. June 26, 2016 Page 3 TOWN OF SANDWICH By its Board of Selectmen Susan James, SON, R. Patrick Ellis Leda Bresenh Peter Beauchemin Pah SR Frank Pannorfi co: Robert Clark, R.P. Clark Consulting, LLC Town Counsel John Giorgio Town Counsel Vicki Marsh S57975¥S6SANDINDOS