Centennial School District Phone: 215-441-6000, x11011 Business Office FAX: 215-441-5105 433 Centennial Road www.centennialsd.org Warminster, PA 18974-5455 The Centennial School Board solicits sealed offers to purchase the parcel of real property containing approximately eleven (11) acres, more or less, located on Newtown Road in the Township of Warminster, County of Bucks, Commonwealth of Pennsylvania. 1. Sealed offers to purchase the Property shall be in the hands of Mr. Christopher Berdnik, Business Administrator, Administration Building, 433 Centennial Road, Warminster, PA 18974-5455 on or before 10:00 a.m., February 3, 2014 and plainly marked on the envelope Sale and Purchase of Newtown Road Proposal No. 2014-19b. 2. Interested parties are advised that the district is soliciting proposals for both our Newtown Road property as well as the Hart School. You may wish to provide a bid for one individually or both individually, as well as an alternative that includes both collectively. 3. Offers must be submitted using the attached agreement of sale. 4. Centennial School Board reserves for itself the right to accept or reject any or all offers. 5. If there are any questions concerning this opportunity, please call Chris Berdnik at (215)441-6000 ext. 11011 Public Education in Centennial Schools Inspiring Students Building Intellect Forging Partnerships A Diverse Learning Community Where Students Succeed Through Academics, Athletics, and The Arts An Equal Opportunity Employer 1
AGREEMENT OF SALE AND PURCHASE AGREEMENT made this day of, 2014 by and between CENTENNIAL SCHOOL DISTRICT ( Seller") and ( Purchaser ). WITNESSETH: In consideration of the covenants and provisions contained herein, and subject to the terms and conditions hereinafter set forth, the parties hereto, intending to be legally bound, agree as follows: 1. Agreement to Sell and Purchase. Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, subject to the terms and conditions of this Agreement, all that certain parcel of land containing approximately eleven (11) acres of land with frontage on Newtown Road in the Township of Warminster, County of Bucks, Commonwealth of Pennsylvania, being that part of Bucks County Tax Map Parcel No. 49-024-041-003 which is currently zoned R4 under the provisions of the Warminster Township Zoning Ordinance and Map (a portion of which zoning map is attached hereto marked Exhibit A), shown as the hypothetical parcel on Exhibit B hereto and outlined in red on the aerial map attached hereto marked Exhibit C ( Property ). 2. Purchase Price. The purchase price for the Property shall be ($ )("Purchase Price"). The Purchase Price shall be paid as follows: (a) One Hundred Thousand ($100,000.00) Dollars (hereinafter "Deposit") shall be delivered by Purchaser to Eastburn and Gray, P.C. ( Escrow Agent ) within five (5) business days of Seller s execution of this Agreement. Subject to the provisions of paragraphs 9, 12 and 16, the Deposit shall be nonrefundable except in the event of Seller s default. (b) The balance of the Purchase Price shall be paid to Seller at settlement in cash, by certified or cashier s check, title insurance company check or wire transfer. 3. Settlement. Settlement shall take place on or before the expiration of a period of thirty (30) days from the date Seller records a subdivision plan in the Office of the Recorder of Deeds for Bucks County creating the Property as a separately subdivided parcel. Seller intends to convey title under Section 707(2) of the Public School Code of 1945, which does not require approval of the court of common pleas, and will not convey title if such court approval is required to 1
complete settlement hereunder as set forth in Section 4(b) below. Settlement shall be made at such time and place as Seller and Purchaser shall mutually agree. 4. Condition of Title. (a) Title to the Property shall be free and clear of all defects, liens, encumbrances, covenants, restrictions and easements excepting only the Permitted Exceptions (as hereinafter defined); otherwise title to the Property shall be good and marketable and insurable as such at regular rates by a reputable title insurance company doing business in Pennsylvania selected by Purchaser. Upon the execution of this Agreement or as soon as reasonably feasible thereafter, Purchaser shall order a title insurance commitment, together with true and complete copies of all liens, encumbrances, covenants, restrictions and easements which are listed as exceptions thereon (said commitment and copies being hereinafter collectively referred to as the "Title Commitment"). Within thirty (30) days after the date of this Agreement, Purchaser shall deliver a copy of the Title Commitment to Seller, together with written notice of those title exceptions, if any, which are unacceptable to Purchaser ( Purchaser s Title Notice ). Seller shall have a period of twenty (20) days after receipt of the Title Commitment and Purchaser s Title Notice to advise Purchaser, in writing, whether Seller will agree to cure or not to cure each of those exceptions ( Seller s Notice ). Purchaser shall thereafter have a period of ten (10) days after delivery of Seller s Notice to elect to terminate this Agreement by giving written notice of such election to Seller and to receive the return of the Deposit, together with interest thereon, or to waive those exceptions which Seller does not agree to cure. Those title exceptions shown on the Title Commitment as to which Purchaser does not object, together with those exceptions to which Purchaser objects but Seller elects not to cure, shall be deemed to be Permitted Exceptions for the purposes of this Agreement. Notwithstanding the foregoing, Purchaser shall accept and not object to the following exceptions to title: (i) real estate taxes allocable to any period after Settlement and not yet due and payable as of the date of Settlement; (ii) easements of public utilities located in the rightof-way or adjoining public roads now opened; (iii) rights of the public in adjoining public roads now open; (iv) the following restriction on the use of the Property to be recorded by Seller prior to settlement: UNDER AND SUBJECT to the following restrictive covenant, which shall be a covenant running with the land, binding on Grantee, its successors and assigns, and enforceable by Grantor, its successors and assigns: The Property shall not be used as or for a public or private 2
school, including charter, religious, sectarian or nonsectarian schools, and other educational uses of any kind or nature whatsoever, excepting only licensed day-care centers. Where doubt or ambiguity exists as to whether a use is prohibited by above restriction, the doubt or ambiguity shall be resolved by interpreting the restriction as prohibiting the use unless express written consent to the use is given by Grantor, its successors and assigns. (b) If title to the Property cannot be conveyed to Purchaser at the time of settlement, subject only to the Permitted Exceptions in accordance with the requirements of this Agreement, or, if Seller cannot convey title absent a court order, then Purchaser shall have the option of (i) taking such title as Seller can convey and/or waiving the unfulfilled condition of title, with abatement of the Purchase Price only to the extent of monetary liens of an ascertainable amount; or (ii) terminating Purchaser's obligations under this Agreement, and having all deposit monies returned to Purchaser. 5. Representations and Warranties of Seller. Seller represents as of the date of this Agreement, and shall reaffirm these representations on the date of settlement, as follows: (a) Subject only to receipt of court approval to sell the Property pursuant to applicable provisions of the Public School Code, if required, Seller has full power, authority and legal right to execute, deliver, and perform its obligations under this Agreement. (b) There are no lawsuits or legal proceedings pending or, to the best of Seller's knowledge, threatened, regarding encumbrances on, or the ownership, use or possession of, the Property. (c) Seller has, as of the date of the Agreement, and will have as of the date of the settlement, good and marketable fee simple title to the Property subject only to matters of record. (d) The Property is located in an R4 Residential zoning district under the provisions of the Warminster Township Zoning Ordinance and Zoning Map in effect on the date of this Agreement. (e) Seller makes no representations or warranties concerning the environmental condition of the Property. (f) As of the date of this Agreement, the Property is not a separately subdivided parcel. Seller shall make application for approval to subdivide the Property from remaining lands of Seller at its sole cost and expense. At settlement, 3
the Property shall be a separately subdivided parcel confirming to the description of the Property set forth in paragraph 1. 6. Documents at Settlement. At settlement, Seller shall deliver to Purchaser the following: (a) A deed to the Property containing a special warranty in the usual form. (b) Possession of the Property by delivery of the aforesaid deed. (c) Such instruments as shall be necessary for the perfection of any easement or other property right or interest conveyed hereunder. 7. Rents and Taxes. All real estate taxes, if any, and the annual minimum water and sewer rents for the current year in which settlement takes place, assessed or imposed upon the Property, shall be apportioned to the date of settlement on the basis of the fiscal year of the taxing authority. State and local real estate transfer taxes, if applicable, shall be divided equally between Seller and Purchaser. 8. Tenders Waived. The tender of an executed deed by Seller is hereby waived, but nothing herein contained shall be construed as a waiver of Seller's obligation to deliver such deed or of the concurrent obligation of Purchaser to pay the Purchase Price at settlement. 9. Inspection Period; Entry Prior to Settlement. Purchaser shall have a period of sixty (60) days from and after the date of this Agreement to inspect the Property and to investigate the feasibility of development of the Property ( Inspection Period). It is understood and agreed that Purchaser and Purchaser's agents, representatives, engineers, surveyors, and environmental consultants, shall have the right from time to time from and after the date of this Agreement until the date of Settlement or earlier termination of the Agreement, to enter upon the Property for the purpose of inspection, preparation of plans, taking of measurements, the making of test borings and, generally, for the ascertainment of the condition of the Property. Purchaser agrees to indemnify Seller and hold Seller harmless from any and all claims or liability arising out of Purchaser s entry on the Property. As a condition precedent to Purchaser s entry onto the Property, Purchaser shall deliver to Seller a Certificate of Insurance evidencing general liability insurance coverage with limits not less than $1 million per person and per occurrence identifying the Property as an insured property and naming Seller as an insured party. Purchaser may, at Purchaser's sole discretion, elect to terminate this Agreement by delivery of written notice to Seller on or before 4
the expiration of the Inspection Period. In the event Purchaser elects to terminate this Agreement under this subparagraph, Escrow Agent shall pay the Deposit, together with interest, to Purchaser; Purchaser shall deliver to Seller copies of all plans, test results and studies, including environmental studies, prepared by or on behalf of Purchaser during the Inspection Period; this Agreement shall become null and void; and neither party shall have any further obligation to the other. 10. Responsibility for Costs. Seller shall be responsible for and shall pay all costs, including all engineering, legal, application and review fees incurred in obtaining approval to subdivide the Property from remaining lands of Seller. Purchaser shall bear the sole responsibility for any and all engineering, legal or other costs whatsoever, including application and permit fees, which are incurred by Purchaser in connection with the Property. 11. Remedies. (a) (b) Seller s Remedies. If Purchaser violates or fails to perform any of the terms and conditions of this Agreement, Seller's sole remedies shall be (1) to retain the Deposit and any other sums paid by Purchaser to Seller, together with interest, if any, as liquidated damages for such breach, and further, any and all engineering plans, studies or documentation previously prepared at the expense of Purchaser with reference to proposed development of the subject Property shall be and become the property of Seller, and thereupon this Agreement shall terminate, and neither party shall have any further liability to the other hereunder, or (2) to bring an action in equity for specific performance. Purchaser s Remedies. If Seller violates or fails to perform on the terms and conditions of this Agreement, Purchaser shall be entitled to terminate this Agreement and receive a refund of the Deposit together with accrued interest. This shall be Purchaser s sole remedy. 12. Rights in Event of Condemnation. In the event of the taking of all or any material part of the Property by eminent domain proceedings, or the commencement of any such proceedings, Purchaser shall have the right, at Purchaser's discretion, to terminate this Agreement by giving written notice to Seller, said notice to be delivered to Seller on or before the expiration of a period of thirty (30) days from Seller s delivery to Purchaser of a copy of the Declaration of 5
Taking filed by the condemnor. In the event Purchaser elects to terminate the Agreement pursuant to the provisions of this paragraph 12, the Deposit, together with accrued interest, shall be returned to Purchaser. If Purchaser does not so terminate this Agreement, the Purchase Price for the Property shall be reduced by the total of any awards or other proceeds received by the Seller with respect to any taking and, at settlement, Seller shall assign to Purchaser all remaining rights of Seller in and to any awards or other proceeds payable by reason of such taking. Seller agrees to notify Purchaser of eminent domain proceedings promptly after Seller learns of any such proceedings. Further, in the event of the taking of all or any material part of the Property by eminent domain proceedings or the commencement of such proceedings, the rights of the Seller and Purchaser are as set forth in this paragraph and such shall supersede where inconsistent with the provisions set forth hereinabove with respect to title in paragraph 4 and remedies in paragraph 11. 13. Brokerage. Seller and Purchaser each represent and warrant to the other that they have dealt with no real estate broker or other intermediary in connection with this transaction. Each agrees to indemnify and hold the other harmless from any liability of any kind or nature whatsoever which may arise as a result of a breach of this warranty. 14. Operations Pending Settlement. Between the date of execution of this Agreement and the date of Settlement: (a) Seller shall maintain the Property in its present state of repair and in substantially the same condition as on the date hereof. (b) Seller shall not enter into any new lease, agreement of sale, option, or any other agreement or contract affecting the Property, nor shall Seller grant any easements or further encumber the Property, without the prior written consent of Purchaser. (c) Seller shall comply with all covenants, conditions, restrictions, laws, statutes, rules, regulations and ordinances applicable to the Property. (d) Seller shall not use, manufacture, store, generate, handle or dispose of any hazardous substances, or use or permit the Property to be used for such purposes, or emit, release or discharge any such hazardous substances into the air, soil, surface water or groundwater comprising the Property, except such hazardous substances as are customarily used and stored on school properties in the ordinary course of business. (e) Seller shall not dispose of any trash, debris, building materials or organic material (including without limitation trees and stumps) on the Property. 6
15. Agreement to Cooperate. Seller and Purchaser agree to cooperate with each other and to take such further actions as may be requested by the other in order to facilitate the timely purchase and sale of the Property and Purchaser s development of the Property following Settlement. Seller agrees to execute such other documents reasonably requested by Purchaser, including any development applications for the Property. 16. Time of the Essence. The time for Settlement and all other times referred to for the performance of any of the obligations of either party under this Agreement are agreed to be of the essence to this Agreement; and time, wherever mentioned, herein is not to be extended except by consent in writing signed by all parties. Notwithstanding the foregoing, in the event the date established for Settlement, or any date specified for the giving or receipt of any notice, or for the satisfaction of any condition, the expiration of any period or the exercise of any right or option, shall occur on a Saturday, Sunday or legal holiday observed by banking institutions in the vicinity of the Property, the date so specified shall be extended to the next succeeding day which is not a Saturday, Sunday or such legal holiday. 17. Condition of the Property. (a) THE ENTIRE AGREEMENT BETWEEN THE SELLER AND PURCHASER WITH RESPECT TO THE PROPERTY AND THE SALE THEREOF IS EXPRESSLY SET FORTH IN THIS AGREEMENT. THE PARTIES ARE NOT BOUND BY ANY AGREEMENTS, UNDERSTANDINGS, PROVISIONS, CONDITIONS, REPRESENTATIONS OR WARRANTIES (WHETHER WRITTEN OR ORAL AND WHETHER MADE BY SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR ANY OTHER PARTY) OTHER THAN AS ARE EXPRESSLY SET FORTH IN THIS AGREEMENT. WITHOUT IN ANY MANNER LIMITING THE GENERALITY OF THE FOREGOING, PURCHASER ACKNOWLEDGES THAT IT AND ITS REPRESENTATIVES SHALL HAVE DURING THE INSPECTION PERIOD THE OPPORTUNITY TO FULLY INSPECT THE PROPERTY AND THE PHYSICAL (INCLUDING WITHOUT LIMITATION, ENVIRONMENTAL) CONDITION THEREOF, AND THAT THE PROPERTY SHALL BE PURCHASED BY PURCHASER IN AN "AS IS" AND "WHERE IS" CONDITION AND WITH ALL EXISTING DEFECTS AS A RESULT OF SUCH INSPECTIONS AND INVESTIGATIONS AND NOT IN RELIANCE ON ANY AGREEMENT, UNDERSTANDING, CONDITION, WARRANTY OR REPRESENTATION MADE BY SELLER OR ANY AGENT, EMPLOYEE OR PRINCIPAL OF SELLER OR ANY OTHER PARTY (EXCEPT AS EXPRESSLY ELSEWHERE PROVIDED IN THIS AGREEMENT) AS TO THE PHYSICAL AND ENVIRONMENTAL CONDITION OF THE PROPERTY OR THE AREAS 7
SURROUNDING THE PROPERTY, AS TO ANY MATTER, INCLUDING WITHOUT LIMITATION COMPLIANCE THEREOF WITH FEDERAL, STATE OR LOCAL LAWS, OR AS TO ANY OTHER MATTER IN CONNECTION THEREWITH. (b) WITHOUT LIMITING THE PROVISIONS OF SUBSECTION 17(a) ABOVE AND NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PURCHASER HEREBY RELEASES SELLER AND SELLER'S OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE RELEASED PARTIES ) FROM ANY AND ALL CLAIMS, DEMANDS, CAUSES OF ACTIONS, LOSSES, DAMAGES, LIABILITIES, COSTS AND EXPENSES (INCLUDING ATTORNEY'S FEES WHETHER SUIT IS INSTITUTED OR NOT) WHETHER KNOWN OR UNKNOWN, LIQUIDATED OR CONTINGENT (HEREINAFTER COLLECTIVELY CALLED THE "CLAIMS") ARISING FROM OR RELATING TO ANY CONDITIONS, INCLUDING ENVIRONMENTAL AND OTHER PHYSICAL CONDITIONS, AFFECTING THE PROPERTY WHETHER THE SAME ARE A RESULT OF NEGLIGENCE OR OTHERWISE. THE RELEASE SET FORTH IN THIS SECTION SPECIFICALLY INCLUDES, WITHOUT LIMITATION, ANY CLAIMS UNDER ANY ENVIRONMENTAL LAWS OF THE UNITED STATES, THE COMMONWEALTH OF PENNSYLVANIA OR ANY POLITICAL SUBDIVISION THEREOF (INCLUDING, WITHOUT LIMITATION, ANY CLAIM OF CONTRIBUTION AGAINST SELLER UNDER ENVIRONMENTAL OR OTHER LAWS FOR THE COST OF ANY CLEANUP REMEDIATION OR REMOVAL OF HAZARDOUS OR TOXIC SUBSTANCES) ON OR EMANATING FROM THE PROPERTY PRIOR TO THIS AGREEMENT, DURING THE TERM OF THIS AGREEMENT OR AT OR SUBSEQUENT TO THE CLOSING DATE, AS ANY OF THOSE LAWS MAY BE AMENDED FROM TIME TO TIME AND ANY REGULATIONS, ORDERS, RULES OF PROCEDURES OR GUIDELINES PROMULGATED IN CONNECTION WITH SUCH LAWS, REGARDLESS OF WHETHER THEY ARE IN EXISTENCE ON THE DATE OF THIS AGREEMENT EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT. (c) THIS SECTION 17 SHALL SURVIVE CLOSING, AND SHALL BE DEEMED INCORPORATED BY REFERENCE AND MADE A PART OF ALL DOCUMENTS DELIVERED BY SELLER TO PURCHASERIN CONNECTION WITH THE SALE OF THE PROPERTY. 18. Recording. This Agreement shall not be recorded in any office of public record. 19. Integration. This Agreement contains the whole agreement between Seller and Purchaser. 20. Binding Effect. This Agreement shall extend to and bind the heirs, 8
executors, administrators and assigns of the respective parties hereto. 21. Escrow Agent. The parties hereto have requested that certain monies be held in escrow by Escrow Agent, as set forth hereinabove, to be applied at settlement in accordance with this Agreement. Except as otherwise provided in paragraphs 9, 11(b) and 12, all interest accrued shall be the property of Seller, absent default by Seller under the terms of this Agreement. It is further understood that the Escrow Agent is merely responsible for the safe keeping of the fund and shall not be required to determine any questions of fact or law. Should this Agreement, in accordance with the terms hereof, be terminated and the liabilities of the parties hereto ended, the Escrow Agent shall return the fund in accordance with the written instructions received from the parties hereto. In the event of a dispute, the Escrow Agent shall pay the fund into court upon being instructed to do so by either party. A party may commence an action against the Escrow Agent only if the Escrow Agent fails to pay the fund into court within ten (10) days of being so instructed by either party. The Escrow Agent shall not be entitled to a fee for services as Escrow Agent. 22. Notices. All notices to be sent out to be binding under this contract shall be sent by Certified Mail, return receipt requested, as follows: To Seller: Copy to: Centennial School District 433 Centennial Road Warminster, PA 18974 Attention: Christopher M. Berdnik, Business Administrator John A. VanLuvanee, Esquire Eastburn and Gray, P.C. 60 E. Court Street P.O. Box 1389 Doylestown, PA 18901 To Purchaser: Copy to: 9
or to any other location that any party of this Agreement may choose provided the said change is communicated to all other parties by Certified Mail, return receipt requested. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. SELLER: Attest/Witness: CENTENNIAL SCHOOL DISTRICT By: Title: Witness/Attest: PURCHASER: By: Title: 10