agreement of sale this agreement is made this … … · c. easements, ways, waters, privileges and...

17
AGREEMENT OF SALE THIS AGREEMENT is made this seventh day of May, 2012, by and between NEW HOPE-SOLEBURY SCHOOL DISTRICT ("Seller") and SOLEBURY TOWNSHIP HISTORICAL SOCIETY ("Purchaser"). WIT N E SSE T H: WHEREAS, Seller is the owner of a certain parcel or tract of land located at the northeast comer of Sugan Road and Upper York Road, in Solebury Township, Bucks County, Pennsylvania, being Bucks County tax parcel number 41-17-5-1, and being more particularly described on Exhibit "A" attached hereto (the "Land"); and WHEREAS, the Purchaser is a lawfully constituted historical society; and WHEREAS, the Land is improved with a one room schoolhouse building of historical significance. Such building, and all other buildings and improvements located on, or affixed to, the Land are referred to collectively herein as the "Improvements"; and WHEREAS, the Land and the Improvements are referred to herein as the "Realty"; and WHEREAS, the Seller has deemed the Realty unnecessary for the Seller's use; and WHEREAS, the Seller wishes to sell the Property (as defined below) to the Purchaser for the Purchaser to hold and maintain in accordance with the Purchaser's mission of preserving the regions historical heritage, and the Purchaser wishes to purchase the Property from the Seller for that purpose and upon the terms and conditions contained herein, the Property; NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows: 1. Sale of Property. Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, all of Seller's right, title and interest in and to the following (collectively, the "Property"): a. the Realty; b. any land in the bed of any street, road or avenue, open or proposed, in front of or adjoining the Realty; c. easements, ways, waters, privileges and appurtenances and rights to the same belonging to and/or inuring to the benefit of the Realty. Agreement of Sale - Solebury Historical Society (00571580) 050712

Upload: truongthuy

Post on 20-May-2018

212 views

Category:

Documents


0 download

TRANSCRIPT

AGREEMENT OF SALE

THIS AGREEMENT is made this seventh day of May, 2012, by and between NEWHOPE-SOLEBURY SCHOOL DISTRICT ("Seller") and SOLEBURY TOWNSHIPHISTORICAL SOCIETY ("Purchaser").

WIT N E SSE T H:

WHEREAS, Seller is the owner of a certain parcel or tract of land located at thenortheast comer of Sugan Road and Upper York Road, in Solebury Township, Bucks County,Pennsylvania, being Bucks County tax parcel number 41-17-5-1, and being more particularlydescribed on Exhibit "A" attached hereto (the "Land"); and

WHEREAS, the Purchaser is a lawfully constituted historical society; and

WHEREAS, the Land is improved with a one room schoolhouse building of historicalsignificance. Such building, and all other buildings and improvements located on, or affixed to,the Land are referred to collectively herein as the "Improvements"; and

WHEREAS, the Land and the Improvements are referred to herein as the "Realty"; and

WHEREAS, the Seller has deemed the Realty unnecessary for the Seller's use; and

WHEREAS, the Seller wishes to sell the Property (as defined below) to the Purchaserfor the Purchaser to hold and maintain in accordance with the Purchaser's mission of preservingthe regions historical heritage, and the Purchaser wishes to purchase the Property from the Sellerfor that purpose and upon the terms and conditions contained herein, the Property;

NOW, THEREFORE, in consideration of the mutual covenants set forth herein, and forother good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, and intending to be legally bound, the parties hereto agree as follows:

1. Sale of Property. Seller agrees to sell and convey to Purchaser, and Purchaseragrees to purchase from Seller, all of Seller's right, title and interest in and to the following(collectively, the "Property"):

a. the Realty;

b. any land in the bed of any street, road or avenue, open or proposed, infront of or adjoining the Realty;

c. easements, ways, waters, privileges and appurtenances and rights to thesame belonging to and/or inuring to the benefit of the Realty.

Agreement of Sale - Solebury Historical Society (00571580) 050712

2. Consideration.

a. Purchase Price. The purchase price for the Property (the "PurchasePrice") shall be One Dollar ($1.00), and shall be payable at Closing.

b. Restrictive Covenant. The parties agree that the deed to the Propertyshall contain a restrictive covenant which shall provide that (i) Purchaser shall perpetuallymaintain the Property in good order and repair and in substantially its current condition; (ii)Purchaser shall perpetually maintain the tree dedicated to the Seller by the Hayden family whichis located on the Property in good condition; and (iii) Purchaser shall not conveyor attempt toconvey any interest in the Property without first offering to re-convey the Property to Seller inwriting for a consideration of One Dollar ($1.00), and providing Seller with a period of forty-fivedays in which to agree to re-purchase the Property for One Dollar ($1.00). The restrictivecovenant shall further provide that, if at any time, (iv) the Purchaser conveys or attempts toconvey any interest in the Property to any third party (including, without limitation, a lease or asale), or (v) Purchaser uses or permits the Property to be used in any manner other than for afacility to further Purchaser's mission of preserving the region's historical heritage, or (vi)Purchase fails to maintain the Property or the dedicated tree referenced above in a reasonablemanner, in the reasonable judgment of Seller, or (vii) Purchaser manifests an intent to do any ofthe actions listed in subsections (iv) - (vi) above, then Seller may, by written notice to Purchaser,demand that the Property be immediately re-conveyed to Seller, and Purchaser shall re-conveythe Property to Seller by special warranty deed within fifteen (15) days of Seller's demand (therestrictions listed in this paragraph are collectively referred to as the "Restrictive Covenant").This Restrictive Covenant shall run with the land on a perpetual basis.

c. Water Well Easement. At Closing, the parties shall enter into a WaterWell Easement Agreement in the form attached as Exhibit "B" hereto.

3. Title.

a. Condition. The Property is to be conveyed in fee simple, free and clear ofall liens, encumbrances or other restrictions except as set forth below, otherwise the title shall begood and marketable and such as will be insured by a reputable title insurance company atregular rates. Title shall be subject to the following:

i. All existing laws, ordinances, rules and regulations of anygovernmental entity, federal, state or local, as well as the regulations of any public utilities orauthorities having jurisdiction over the Property, the uses conducted thereon or services renderedtherein (hereinafter "laws and regulations"); and

ii. All covenants, reservations, restrictions, agreements and easementscontained in instruments of record or visible upon the ground (including, but not limited to, theRestrictive Covenant and the Water Well Easement);

Ill. All real estate taxes, water and sewer rents and other currentcharges not yet due and payable.

-2-

b. Defective Title. If title to the Property cannot be conveyed to Purchaser atthe time and date of Closing hereunder, subject only to the matters set forth above, Purchasershall have the option of:

i. taking such title as Seller can cause to be conveyed without anyabatement of the Purchase Price, whereupon the parties hereto shall consummate this transactionand the relevant provisions relating to the condition of title shall be deemed waived byPurchaser; or

ii. terminating this Agreement by givmg written notice to Seller,whereupon this Agreement shall be null and void and neither party shall have any furtherliability or obligation hereunder.

4. Closing. Closing hereunder ("Closing") shall take place on_~ -----"2012 (the "Closing Date"), at the offices of Seller. The parties mayadvance the Closing Date by mutual agreement.

5. Provisions with Respect to Closing. At Closing hereunder:

a. Delivery by Seller. Seller shall deliver to Purchaser the following:

i. Deed. A special warranty deed to the Realty prepared byPurchaser or Purchaser's agent, duly executed and acknowledged by Seller and in properrecordable form, and containing the Restrictive Covenant.

ii. Title Company Affidavits. Such affidavits, resolutions,certificates or other documents as Purchaser's title company shall require to evidence the dueauthorization of the execution and performance of this Agreement and the documents to bedelivered by Seller pursuant hereto, including the customary form of said title company's Seller'sAffidavit.

Ill. Possession. Actual, sole and exclusive physical possession of theProperty, unoccupied and free and clear of any leases, liens, claims to or rights of possession.

iv. Water Well Easement. An executed an acknowledged original ofthe Water Well Easement.

b. Delivery by Purchaser. Purchaser shall deliver to Seller the following:

Closing.i. Balance of Purchase Price. The Purchase Price which is due at

ii. Title Company Affidavit. Such affidavits, resolutions,certificates or other documents as Purchaser's title company shall require to evidence the dueauthorization of the execution and performance of this Agreement and the documents to bedelivered by Purchaser pursuant hereto, including the customary form of said title company'sPurchaser's Affidavit.

-3-

iii. Water Well Easement. An executed an acknowledged original ofthe Water Well Easement.

c. Transfer Fees and Taxes. All realty transfer fees and/or taxes imposedon or arising in connection with this transaction (if any) shall be borne equally by Purchaser andSeller. Notwithstanding the foregoing, Seller, as a tax-exempt government entity, shall have theright to seek a waiver of its share of any realty transfer taxes from the applicable taxingauthorities.

d. Real Estate Taxes. As property of a tax-exempt government entity, theProperty is currently exempt from the payment of real estate taxes. If the Property becomessubject to the payment of any real estate taxes as a result ofthe conveyance contemplated herein,then Purchaser shall be responsible for the payment of all of such taxes from the Closing Dateforward.

6. Site Investigation. The legal description of the property is attached to thisagreement as exhibit A.

7. Condemnation. In the event of the taking by eminent domain proceedings of anymaterial part of the Property on or prior to the Closing Date, which would prevent Purchaser'splanned use of the Property, Purchaser shall have the right to terminate this Agreement. If theAgreement is so terminated, this Agreement shall thereupon become null and void, and thereafterneither party shall have any further liability or obligation hereunder (except for any obligationswhich expressly survive Closing or the earlier termination of this Agreement). If Purchaser doesnot so terminate this Agreement, the Purchase Price and other Consideration for the Propertyshall not be reduced or affected by such taking. Seller shall have the right to retain any and allawards or proceeds payable to the condmnee by reason of any taking which occurs on or prior tothe Closing Date. Seller agrees to promptly notify Purchaser of any eminent domain proceedingaffecting the Property, and, in order to exercise its right of termination, Purchaser must so notifySeller within ten (10) days after Purchaser receives such notice.

8. Casualty. If, on or prior to the Closing Date, any portion of the Property isdestroyed or damaged as a result of fire or any other casualty, Seller shall immediately givewritten notice thereof with specificity to Purchaser, and, at the option of Seller, to be elected inwriting to Purchaser within thirty (30) days of the casualty, Seller shall: (a) agree to restore theProperty to substantially the condition in which it existed prior to such casualty, provided that theSeller shall have the right to extend the Closing Date as may be reasonably necessary toaccomplish the same, (b) to proceed with Closing and pay the proceeds of any insurance receivedby Seller between the Effective Date of this Agreement and the Closing Date to Purchaser on theClosing Date, and assign to Purchaser all rights Seller has to any future insurance proceedsarising from such casualty, all without in any manner affecting the Purchase Price or otherConsideration, or (c) to terminate this Agreement by written notice to Purchaser, in which eventthis Agreement shall be null and void and the parties shall have no further obligations orliabilities to each other except for those which expressly survive Closing or the termination ofthis Agreement.

-4-

9. Assessments. Seller shall be responsible to pay for all assessments levied againstthe Property on or before the Effective Date of this Agreement, or levied against the Propertyafter the Effective Date of this Agreement by reason of work commenced or completed on orbefore the Effective Date of this Agreement. If Closing is completed hereunder by Purchaser,Purchaser shall be responsible to pay for all assessments levied against the Property after theEffective Date of this Agreement by reason of work commenced after such date. However, ifClosing does not take place for any reason whatsoever, Purchaser shall have no liability orobligation to pay for such assessments.

10. Seller's Representations and Warranties. Seller, to induce Purchaser to enterinto this Agreement and to purchase the Property, covenants, warrants and represents toPurchaser that, to the best of Seller's knowledge:

a. Seller has, as of the Effective Date of this Agreement, and will have as ofthe date of the Closing, good, marketable and indefeasible title to the Property, subject only tothe matters set forth in this Agreement.

b. Seller has full power and authority to enter into and fulfill Seller'sobligations under this Agreement and the execution, delivery and performance of this Agreementby the Seller constitutes a valid and binding obligation of the Seller enforceable in accordancewith its terms.

c. There are no leases or other rights of occupancy or use for any portion ofthe Property in effect as of the date of this Agreement, except for any of such rights which mayhave been granted to Purchaser.

d. The Property is zoned CM.

11. As-Is Sale. Notwithstanding anything contained herein to the contrary, it isunderstood between the parties that the Property has been or will be inspected by Purchaser orPurchaser's agents and that the Property is being purchased "AS IS" as a result of suchinspection and not as a result of any representations or warranties made by Seller or any sellingor other agent of Seller. Purchaser acknowledges and agrees that upon settlement, Seller shallsell and convey to Purchaser, and Purchaser shall accept, the Property "AS IS, WHERE IS,WITH ALL FAULTS." Purchaser represents to Seller that, prior to settlement, Purchaser has orwill have conducted such investigations of the Property, including but not limited to, thephysical, legal and environmental conditions thereof, as Purchaser has deemed necessary ordesirable to satisfy Purchaser as to the condition of the Property, and will rely solely upon suchinvestigations and not upon any information provided by or on behalf of Seller or its agents withrespect thereto. Upon settlement, Purchaser shall assume the risk of any adverse matters,including but not limited to, adverse physical, legal and environmental conditions, that may nothave been revealed by Purchaser's investigations, and Purchaser, upon settlement, shall bedeemed to have waived, relinquished and released Seller from and against any and all claims,demands, causes of action (including causes of action in tort), losses, damages, liabilities, costsand expenses, of any and every kind or character (including attorneys' fees), known or unknown,which Purchaser might have asserted or alleged against Seller at any time by reason of or arising

-5-

out of any latent or patent defects or physical conditions, violations of any applicable laws, andany and all other acts, omissions, events, circumstances or matters regarding the Property.

12. Risk of Loss. Until the completion of Closing hereunder, all risk of loss to theProperty shall be borne by Seller.

13. Seller's Default. If Seller violates or fails to perform any of the terms andconditions of this Agreement, Purchaser shall be entitled to (a) terminate this Agreement, atwhich time this Agreement shall be null and void and the parties shall have no further liability ofobligation to each other, or (b) to commence an action for specific performance.

14. Purchaser's Default. Should Purchaser fail to perform any of its obligationshereunder, Seller shall have the right to pursue any and all rights and/or remedies available toSeller at law or equity.

15. Notices. Except as otherwise provided herein, any notice required hereundershall be in writing, and shall be deemed to have been validly served, given or delivered either:(a) upon hand delivery in person; (b) one (1) day after having been sent by nationally recognizedovernight courier service; (c) three (3) days after mailing if sent by first class certified mail,postage prepaid; or (d) if sent by facsimile transmission upon confirmation of delivery providedthat the same is confirmed within twenty-four (24) hours thereafter by a signed original sent byone of the methods listed as subsections (a) - (c) above, to the address set forth below or to suchother address as any party may give to the other in writing:

To the Seller at: New Hope-Solebury School DistrictAttn: Superintendent180 West Bridge StreetNew Hope, PA 18938

To the Purchaser at: Solebury Township Historical Society3020 N. Sugan RoadP.O. Box 525Solebury, PA 18963

16. No Recording. This Agreement shall not be lodged for recording in any place oroffice of public record.

17. Waiver of Tender. Formal tender of an executed deed and the purchase moneyis hereby waived.

18. Brokerage. Seller and Purchaser represent and warrant that neither has dealt withany broker, agent, finder or other intermediary who is entitled to receive a commission or otherpayment in connection with the conveyance of the Property under this Agreement and eachagrees to indemnify and hold the other harmless from any other claims of a broker made throughsuch indemnifying party.

-6-

19. Effective Date. Notwithstanding the date which may be listed on Page 1 of thisAgreement, the term "Effective Date of this Agreement" as used herein shall mean the date thatthis Agreement is fully executed by both Purchaser and Seller.

20. Time of Essence. Time, wherever mentioned herein, shall be of the essence ofthis Agreement.

21. Business Day. If any deadline or date on which Closing is to occur, or notice isto be provided, is a Saturday, Sunday or legal holiday, the subject date shall be extended to thenext following business day.

22. Binding Effect. This Agreement shall be binding upon and inure to the benefit ofSeller and Purchaser and their respective successors and/or assigns.

23. Interpretation. This is the entire Agreement between the parties hereto withrespect to the purchase and sale of the Property and there are no other terms, covenants,conditions, obligations, warranties, representations or statements, oral or otherwise, of any kindwhatsoever other than those which are set forth herein. Any agreement hereafter made shall beineffective to change, modify, discharge or effect an abandonment ofthis Agreement in whole orin part unless such agreement is in writing and signed by the party against whom enforcement ofthe change, modification, discharge or abandonment is sought. Each party and their respectivelegal counsel have actively participated in the negotiation and drafting of this Agreement, and inthe event of any ambiguity or mistake contained herein, or any dispute among the parties withrespect to any provisions hereof, no provision of this Agreement shall be construed against anyofthe parties solely on the basis that such party or its counsel was the drafter thereof.

24. Counterparts. This Agreement may be executed in one or more counterparts,each of which shall constitute an original, and all of which together constitute one and the sameagreement.

25. Headings. The headings incorporated in this Agreement are for convenience andreference only and are not a part of this Agreement and do not in any way control, define, limit,or add to the terms and provisions hereof.

26. Governing Law. This Agreement shall be construed, interpreted and governedby the laws of the Commonwealth of Pennsylvania.

27. Survival. All conditions contained in this Agreement which, by their nature,impliedly or expressly, require performance after Closing, shall survive settlement.

-7-

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have dulyexecuted this Agreement as of the day and year first above written.

SELLER:NEW HOPE-SOLEBURY SCHOOLDISTRICT

Attest: ------------ Name and title

PURCHASER:SOLEBURY TOWNSHIPHISTORICAL SOCIETY

Attest: ------------Name and title

-8-

EXHIBIT "A"

Legal Description

Agreement of Sale - Solebury Historical Society (00571580) 050712

Thomas H. Crews, Inc.PROFESSIONAL LAND SURVEYOR

[email protected]

Mail: P.O. Box 360New Hope, PA 18938

Ph: 215-766-2477Fx: 215-766-2399

1806 Deep Run Road, Suite BPipersville, PA 18947

May 4, 2012

LEGAL DESCRIPTIONP/O TMP 41~017-005- Solebury Historic Society

ALL THAT CERTAIN tract or parcel of ground situate in Solebury Township,Bucks County, Pennsylvania, being shown as Boundary & Location Survey prepared forSolebury Historic Society, PIO Tax Map Parcel 41-017-005, by Thomas H. Crews, Inc.,dated May 3, 2012, and being more fully described as follows:

BEGINNING at a point in the bed of North Sugan Road, near the edge of the cartway of Upper York

Road; THENCE along the bed of North Sugan Road North 51°56'22" West 222.69 feet to a point; THENCE

along lands of New Hope-Solebury School District, also PIO Tax Map Parcel 41-017-005, North 35°05'00" East,

passing over an iron pin set 29.86 feet from the beginning of this line, 100.06 feet to a point, an iron pipe found;

THENCE along the line of Tax Map Parcel 41-017-006 South 51°40'00" East, passing over an iron pin found

10.68 feet from the end of this line, 222.75 feet to a point near the edge of the cartway of Upper York Road;

THENCE South 35°05'00 West 99.00 feet to the point of beginning.

CONTAINING 0.5082 Acres (22,135 s.f.), more or less.

PERMIT PLANS - AS-BUlL TS - LAND DEVELOPMENT - GPS SURVEYING - SUBDIVISIONS - TITLE SURVEYS - TOPOGRAPHYPage 1 of1

EXHIBIT "B"

Water Well Easement

Agreement of Sale - Solebury Historical Society (00571580) 050712

WATER WELL EASEMENT AGREEMENT

THIS AGREEMENT OF EASEMENT (this "Agreement") made this day of_______ , 2012, by and between New Hope-Solebury School District, a/k/a (in prior

deed) Solebury School District (the "GRANTOR") and Solebury Township Historical Society(the "GRANTEE").

BACKGROUND

WHEREAS, GRANTOR is the owner, in fee, of a certain parcel of ground with publicschool facilities located on the easterly side of North Sugan Road north of Upper York Road(State Route 263) in Solebury Township, Bucks County, Pennsylvania, tax parcel identifiernumber 41-17-5 (referred to herein as the "New School Property"; and

WHEREAS, GRANTOR has sold and conveyed on this date - by a deed intended to berecorded contemporaneously with this Easement Agreement - a certain parcel of ground locatedon the northeast comer of Sugan Road and Upper York Road, also in Solebury Township,Pennsylvania, tax parcel identifier number 41-17-5-1, on which there is located an old, one-roomschool house (referred to herein as the "Old Schoolhouse Property") which adjoins the NewSchool Property on the southerly side thereof; and

WHEREAS a water well serving both the New School Property and the Old SchoolhouseProperty is located on the New School Property; and

WHEREAS GRANTEE has requested that GRANTOR grant a perpetual easement for theuse, operation, repair, servicing, testing and maintenance of the well and its appurtenances for thebenefit of the Old Schoolhouse Property.

NOW, THEREFORE, for and in consideration of the sum of ONE DOLLAR ($1.00), thereceipt whereof is hereby acknowledged, intending to be bound, the parties agree as follows:

1. GRANT OF EASEMENT. GRANTOR hereby grants unto GRANTEE, its successorsand assigns, the right, liberty and privilege to use, operate, repair, service, test andmaintain the existing well and appurtenances, including but not limited to a submersiblepump and piping, (the "Well") and water piping from the well to the Old SchoolhouseProperty, including an easement over as much land on the New School Property as shallreasonably be necessary and appropriate to contain and have access to the said well andappurtenances for all purposes under this Agreement (the "Easement Area"), TOGETHERwith the right of ingress and egress to, from and over the Easement Area as reasonablynecessary for the exercise of the rights granted herein, UNDER AND SUBJECT to theexpress conditions hereinafter set forth, the faithful performance of which constitutes anessential part of the consideration hereof. If for any reason GRANTOR should decide torelocate the Well, GRANTOR shall provide GRANTEE with such alternate right of waywithin the New School Property as may be reasonably required for running a waterpipeline from the new Well location to the Old Schoolhouse Property.

{00572388}

2. RESERVATION OF GRANTOR'S RIGHTS. GRANTOR reserves the right to use theWell and the Easement Area for its purposes at all times and to grant easements, leases orother rights upon the Easement Area for any purposes not inconsistent with the use of theWell. Grantee will not do or fail to do anything which would impair the functionality orutility of the Well for the New School Property.

3. WATER PIPELINE FROM WELL TO OLD SCHOOLHOUSE PROPERTY.a. GRANTEE shall use, operate, repair, service, test and maintain the pipe from the

Well to the Old Schoolhouse Property at its sole cost and expense, in a good andworkmanlike manner and in conformity with all governmental standards, doing aslittle damage as possible to the Property and Easement Area.

b. GRANTEE shall, upon completion of any work done, (1) restore the New SchoolProperty and Easement Area to a condition at least equal to that existing prior tosuch work including, but not limited to properly filling, tamping, seeding and re-seeding the surface, refilling following any subsequent settlement due to anyexcavation and re-grading in order to maintain the existing drainage pattern. Anydrainage problems created by GRANTEE shall be corrected at its sole cost andexpense without additional use of GRANTOR's Property, (2) remove all materialand debris and (3) repair and put into good condition or replace if necessary, at itssole cost and expense, and to the satisfaction of GRANTOR, any and all propertyand improvements of GRANTOR damaged by any work performed in connectionwith the use of the Easement including, but not limited to, macadam, concrete,fences and shrubbery. Any such repairs or replacement required for GRANTOR'sFacilities shall be performed by GRANTOR at GRANTEE's sole cost andexpense.

c. Any work to be performed on the New School Property shall be performed attimes reasonably acceptable to Grantor and shall be completed as promptly asreasonably possible. GRANTEE shall not interfere with or block GRANTOR'saccess to GRANTOR's Facilities or the New School Property at any time andwhen necessary shall properly plank excavations to facilitate GRANTOR's accesswith men, equipment and vehicles.

d. GRANTEE shall use special care not to disturb or undermine GRANTOR'sFacilities or the use and enjoyment of the New School Property in anymanner whatsoever.

e. No buildings, storage sheds, trailers, equipment, dirt, rock or materials of any typeare permitted to be stored on the New School Property or the Easement Area atany time. GRANTEE shall not park equipment or vehicles on the Easement Areaor New School Property at any time except when actually performing workpermitted hereunder on the Easement Area.

Well Water Easement Agreement for Old Schoolhouse page 2

{00572388}

4. SHARING OF WELL EXPENSES. The cost of operating, repairing, replacing servicing,testing and maintaining the Well shall be borne % by GRANTOR and____ % by GRANTEE.

5. ASSUMPTION OF RISK BY GRANTEE, INDEMNIFICATION. GRANTEE assumesall risk of loss, injury or damage to the Well or personal property and all risk of injury ordeath to its employees, contractors, workmen, or any other person or persons from anycauses whatever. GRANTEE shall at all times hereafter indemnify, defend and saveharmless GRANTOR (and its officers, agents and employees) from and against any and allclaims, actions, liability, damages, costs and expenses (including attorney's fees) inconnection with loss oflife, personal injury, or damage to property caused to any person inor about the New School Property and Easement Area or arising in whole or in part out ofthe occupancy or use of the Easement Area by GRANTEE or occasioned wholly or in partby the act or omission of GRANTEE, its agents and employees, regardless of theconcurrent negligence of GRANTOR unless attributable to the sole negligence ofGRANTOR (or its officers, agents or employees).

6. INSURANCE. In addition to the indemnifications contained in Section No.5, but not inlimitation thereof, GRANTEE agrees to carry and maintain Comprehensive GeneralLiability Insurance including Broad Form Contractual Liability with a combined singlelimit for bodily injury and property damage of not less than $500,000 per occurrence withan insurance company or companies acceptable to GRANTOR. GRANTEE shall furnishGRANTOR with evidence of such insurance in the form of a policy or certificate ofinsurance. The policy or certificate shall name GRANTOR, its officers, agents andemployees, as additional insured, be primary insurance for all purposes, and contain cross-liability provisions. The policy or certificate shall be forwarded to GRANTOR prior tocommencing any work on the Easement Area, and contain a provision that GRANTOR benotified with at least ten (10) days prior notice in the event of cancellation of the insurance.

7. WAIVER OF LIENS. GRANTEE shall take all steps reasonably necessary to prevent theNew School Property from being subjected to any mechanics' or materialmens' liens as aresult of work performed by or contracted for by GRANTEE. If permitted by law, no workor installation by any contractor for GRANTEE shall be done on the Easement Area exceptafter the filing of a waiver of the right to file any lien therefor as provided by law toconstitute an effective waiver by anyone otherwise having a right to file such lien. If anysuch lien is filed arising out of GRANTEE exercising its rights hereunder, GRANTEE shallcause same to be discharged or satisfied within fifteen (15) days of service or upon noticeof same, whichever shall be sooner.

8. PLANS FOR ANY PROPOSED WORK. Prior to performing any installation and/orconstruction work in the Easement Area, as permitted hereunder, GRANTEE shall submitto GRANTOR, for GRANTOR's approval, plans or drawings with such detail asGRANTOR shall reasonably request. If GRANTOR's approval is given, GRANTEE shallnotify GRANTOR upon completion of any work done in order that a final inspection can

{00572388}

be made by GRANTOR to insure compliance therewith.9. ASSIGNMENT UPON SALE OF NEW SCHOOL PROPERTY. Upon any future sale or

other transfer of ownership of the New School Property or the portion thereof thatcontains any part of the Easement Area, this Agreement shall be deemed assigned to anysuch successor in title upon transfer of title to the said property, and the rights andobligations of the parties hereunder shall apply to all such subsequent owners as if suchthey had signed this Agreement. The covenants, agreements and conditions hereincontained shall inure to and bind the respective heirs, administrators, executors, andsuccessors and, to the extent permitted, assigns of the parties hereto .

.ill. MISCELLANEOUS.a. This Agreement constitutes the entire Agreement of the parties hereto with respect

to the subject matter hereof and no modification, amendment, change, or dischargeof any term or provision of this Agreement shall be valid or binding unless thesame is in writing and signed by all the parties hereto. No waiver of any of theterms of this Agreement shall be valid unless signed by the party against whomsuch waiver is asserted. Any waiver by any party of a breach of any term orcondition of this Agreement shall not constitute a waiver of any subsequent breachof the same, or of a breach of any other term or condition hereof.

b. The invalidity or unenforceability of any particular provision of this Agreementshall not affect the other provisions hereof, and the Agreement shall be construedin all respects as if such invalid or unenforceable provisions were omitted.

c. Any notice, demand, offer or other written instrument required or permitted to begiven, made or sent hereunder, shall be in writing, signed by the party giving ormaking the same, and shall be sent by certified or registered mail to the partyentitled to receive it at the following addresses.

GRANTOR: New Hope-Solebury School District186 West Bridge Street New Hope,PA 18938

GRANTEE: Solebury Township Historical Society3020 N. Sugan RoadPO Box 525 (mail)Solebury, PA 18963

Any party hereto shall have the right to change the place to which any such notice,offer, demand or writing shall be sent to him by similar notice sent in like mannerto all parties hereto. The date of receipt of any offer, demand, notice or instrumentshall be deemed to be the date of such offer, demand, notice or instrument andshall be effective from such date.

{00572388}

d. This Agreement shall be governed by the laws of the Commonwealth ofPennsylvania, and any and all legal actions hereto pertaining shall be brought andmaintained in said state or commonwealth, in the County of Bucks.

e. All titles, paragraph and subparagraph headings herein are for purposes ofconvenience of reference only, and shall have no legally binding effect.

IN WITNESS WHEREOF, intending to be bound, the parties have hereunto set their handsand seals on the date first above written.

ATTESTIWITNESS: New Hope-Solebury School District

BY: -----------

Solebury Township Historical Society

John Rees, SecretaryBY: ----------

Donneta Crane, President

COMMONWEALTH OF PENNSYLVANIA: SS.

COUNTY OF BUCKS

On this, the day of ,2012, before me, a Notary Public, theundersigned officer, personally appeared and

, who acknowledged themselves to be the (enterauthorized titles) and ,respectively, ofthe GRANTOR, and that they, in that capacity, being authorized to do so, executed the foregoinginstrument for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public

Well Water Easement Agreement for Old Schoolhouse page 5

{00572388}

COMMONWEALTH OF PENNSYLVANIA: SS.

COUNTY OF BUCKS

On this, the day of ,2012, before me, a Notary Public, theundersigned officer, personally appeared Donneta Crane and John Rees, who acknowledgedthemselves to be the President and Secretary, respectively, ofthe GRANTEE, and that they, inthose said capacities, being authorized to do so by resolution ofthe Grantee's board of directors,executed the foregoing instrument for the purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and official seal.

Notary Public

Well Water Easement Agreement for Old Schoolhouse page 6

{00572388}