HomeMy WebLinkAbout99-02067
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APR 0 8 1999tP
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DONN L. SNVDER, ESQUIRE
Supreme Coun to, No, 06858
P,O, Box 1291
Horri,bur8.PA 17108.1291
relephone: {717} 257.7552
ATfORNEV FOR PETITIONER
BOROUGII OF CAMP IIILL
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY PENNSYLVANIA
In re: SALE OF CAMP HILL
BOROUGH PROPERTY
No, qq - d-.O(P 7
Civil
PETITION FOR APPROVAL OF SALE OF BOROUGH PROPERTY
I. Petitioner, Borough of Camp Hill ("Borough"), is a political subdivision of
the Commonwealth of Pennsylvania with offices located at 2145 Walnut Street, Camp Hill,
Cumberland County, Pennsylvania.
2, The real property subject of this Petition includes the former Borough Office
Building, located at 2201 Market Street, Camp Hill, (locally known as Old Borough Hall) and the
American Legion Building, Post 43, located at 22 South Twenty-Second Street, Camp Hill, (locally
known as Log Cabin) and as well, the parking lot and sheds formerly used by the Camp Hill Public
Works Department. Said properties are owned by the Borough of Camp Hill and are more
particularly described in Exhibit "An hereto attached and hereof made a part,
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3. Said properties are totally vacant and are of no current or anticipated use to
the Borough. All Borough facilities have been rclocatcd to othcr locations.
4, Pursuant to statute, the Borough publishcd its rcquest for bids on thc subject
property in The Patriot and the Eveninlt News, a ncwspaper of general circulation, on or about
February 1, 1999 and February 10, 1999. A true and correct copy of the proof of advertisement is
attached as Exhibit"B" and hereof made a part.
5. The property consists of three tracts as shown on the attachcd Icgal
descriptions,
6, The request for bids invited three alternate bids: Lot A, Tracts A and B
together (known as "Old Borough Hall and Log Cabin"); Lot B, Tract C known as thc Public
Works Tract; and the Entire Package denoted as "All Tracts".
7, The high bidder for Lot A, Old Borough Hall and Log Cabin, at $255,000
was David J. Cordier and Sandra K. Cordier, trading as Cordier Antiques and Fine Art, 2014
Market Street, Camp Hill, A true and correct copy of the Bid and Performance Bond Check is
attached as Exhibit "c" and hereof made a part,
8. The high bidder for Lot B, the Public Works tract in the amount of$60,101
was made by Stephen R. Wilson, 109 Ridgewood Drive, Camp Hill, PA. A true and correct copy
of the Bid and Perfonnance Bond Check is attached as Exhibit "D" and hereof made a part,
9, Two real estate appraisers have opined that the subject propcrty is worth
between $375,000 and $400,000,
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10. Although the total of the two high bids at this timc do not equal thc
appraisals of three ycars ago, this is thc third rcqucst for bids ovcr said pcriod of timc, and thc only
time that bids havc bccn reccivcd. Thc propcrty has also bccn activcly markcted by onc of thc
area's leading commcrcial rcal cstate finns during the entire period, including listings in the
Commercial Real Estate Multi-list, and presentations in brochures distributed throughout thc
commercial community of Ccntral Pcnnsylvania, The only serious interest expressed had been a
private proposal by a local dcvcloper which this Honorable Court approved November 14, 1997
(sce order attachcd as Exhibit "E"), which transaction was never consummated by buyer because of
his inability to obtain the ncccssary conditional use pcnnission rcquired for his planned uses,
II. The said principal buildings, i.e., thc fonner Borough Office Building and
the American Legion Building, require either extensive rehabilitation and/or demolition as a
condition precedent to their utilization, a significant cxpense which cannot be justified by the tax
base of the Borough of Camp Hill,
12, Sitting idle and unoccupied, the said properties are non-income-producing
and will continue to deteriorate, waste, and lose significant value.
13, Once the salcs are consummated, in addition to the selling prices of the
property, the Borough will receive significant tax revenues and building pcrmit fees from the
planned construction and improvements ofthe property,
14. The Borough presents this petition to this Honorable Court for the reasons
that the total of the two high bids (no one bid for the package) does not equal the appraisal; that the
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Oct.b". 11. 1997
ALL TIIOSE THREE tracts or parcels of land situate in thc Borough of Camp lIiII,
Cumberland County, Pennsylvania more particularly bounded and described according to survey
of Hartman and Assoc, Inc., Engineers and Surveyors, dated Scptcmber 26, 1997, as follows:
"
TRACT NO. I:
BEGINNING at a point in the Southwest comer of lhe intersection of Market Street with
South 22nd Street; thence South 170 30' 00" West along said line of South 22nd Street 202,00
feet to a point in the Northem line of an unnamed 20 foot wide alley; thence North 720 30' 00"
West, 40 feet to a point in line of land now or late of Joyce E, Sweigard; thence North 170 30'
00" East along the Eastem line of Sweigard land 202,00 feet to a point in the Southern line of
Market Street aforesaid; thence South 720 30' 00" East along said line of Market Street 40,00
feet to a poinl; the place of BEGINNING.
TRACT NO.2:
BEGINNING at a poinl in Ihe Western line ofSoulh 22nd Street which point is 216 feet
South of the Southern line of Market Street; thence Soulh 170 30' 00" West along the Westem
line of South 22nd Street 100.12 feet to a point in the Northern line of land now or late of Earl
J. Brandt; thence North 72050' 00" West along said Brandt land 147.73 feet to a point in the
Eastem line of land now or late Stephen J, Brunson; thence North ] 00 45' 00" East along said
line of Brunson land and beyond, 101.68 feet to a point in the Southern line of a 14 foot wide
unnamed alley; thence South 720 30' 00" East along said alley line ] 59,68 feet to a point the
place of BEGINNING.
TRACT NO.3:
BEGINNING at a point being, an iron pin, located in the Southcm line of land now or
late of David W, Reager common to the Eastem line of an unnamed variable width alley; thence
South 740 30' 00" along said line of Reager land and beyond, 317.36 feet to a point in the
Westem line ofland now or late of West Shore Masonic Temple Assoc. Inc.; thence South 100
45' 00" West along said line of Masonic Temple land and beyond 69.37 feet to a point in the
Norther line of an unnamed 20 foot wide alley; thence North 180 40' 00" West along said alley
line 316 feet to a point in the Eastem line of the variable width alley afOl~esaid; thcnce North] 00
27' 30" East along said allcy line 108,97 feet to a point the place of BEGINNING,
Exhibit "A"
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THE PATRIOT NEWS
THE SUNDAY PATRIOT NEWS
Proof of Publication
Und~r Atl No. 587. Rnnmu~d M~u U 11J2~
Commonw..lth 01 P.nn'Ylvanla, County 01 DauphIn} II
Mlct/u/ Morrow betng duly sworn according to law, deposes and says:
That he la the Asslalant Controller 01 THE PATRIOT-NEWS CO,. a Corporallon organiZed and exlsUng under the laws
of the Commonwealth of Pennsylvania, with ils princIpal office and place 01 business at 812 to 818 Market Slreet, In
the Clly 01 Harrisburg. County 01 DauphIn, Slate of Pennsylvania, owner and PUblisher 01 THE PATRIOT-NEWS and
THE SUNDAY PAmIOT.NEWS newspapers of general clrculallon, printed and published at 812 to 818 Market Street.
In the City. County and State aforesaid: that THE PATRIOT-NEWS and THE SUNDAY PATRIOT.NEWS were established
March 4th, 1854, and September 18th. 1949, respecUvely, and all have been conl/nuously published ever since;
That the printed notice or pUbllcal/on which Is seCUrely attached hereto Is exaclly as printed and published In
their regular dally andlor Sunday and Metro edillonsl/ssues which appeared on the 1st and 10th day(s) 01 February
1999. That neIther he nor said Company Is Interested in the subject mailer 01 said printed nol/ce or advert/sIng, and
that all 01 the allegatlona 01 this statement as to the lime, place and character 01 publlcal/on are true; and
That he has personal knowledge 01 the lacts aloresald and Is duly authorized and empowered to verily this
statement on behalf 01 The Patriot-News Co. aforesaid by vlnue and pursuant to a resolullon unanimously passed and
adopted SeVerally by the stockholders and boaJd 01 dlr lors of the said Company and subsequenl/y duly recorded In
the office lor the Recording 01 Deeds In and lor said Co nt~'ol D~uphln In Miscellaneous Book 'M',
Volume 14, Page 317, , V 4:'l _
PUBLICATION . IuU~
COpy Sworn to and SUb~~~~\~elore m~ this 10th day ~b ry 1999 A.D.
IAL.OFRIAL'JTAT.AHDP-Rop~iiTY-- l J -zL;J / "",
SEALEOCON',DENTIALBIDUUBJECT """;"0;0' f" I~ j. 'A".-'<
TO RESERVE SET IV THE CAMp HILL 80ft., Terry L,',_ fi'.s~::r. ,~:,..!?r.~ ,:;)t:~.,I:C I' NO RY PUBLIC
OUGH COUNCIL. WILL BE ACCEPTED FOR:,.I H, .. . "'" ., _,. , .-
THe PURCHASE 0'" IU'LDIH" AND PROP- ;: r,j.... I. '. .......,." .,..JJ1 'I
.'TV OWNED BV THE eo.OUGH O. CAMP , '.1',~ '"" .:.:'~:~~' :'~:~~:.::"::M!_cpmmission expires June 6, 2002
HIL~ LOcATIO '-T22Dl MARKET ST. AND 22
SOUTH 2ND STRBIT. CAMp HIL~ P.-. UNTIL
NOON, LOCAL TIM& ON l' FeBRUARY I",.
SEALeD .'05 SHALL RE REceiVED AT THe
CAMp HILL BOROUGH OFFICES. 2145 WAL..
NUT STREET. CAMp HILL. PA 17011, AT THE
ABOVE TIME AND PLACE THEY WILL Be
PUBLICLY OPENED AND READ ALouO ..
BID FORMS. SPECIFICATIONS AND GEN_
ERAL CONolTIONS/lNSTRUCTIONS ARE
AVAILABLE AT THe OFFICE OF THe 8oJl.o
oUGH OF CAMp HILL. 21.uWALNUT STREET,
CAMp HILL,. PA 17011. THE CAMp HILL BOA..
OUGM COUNCIL RESERves THE RIGHT TO
ACCEPT OR REJECT ANY OR ALL BIOS IN
~:=~lL'.NTEREST OF THE BOROUGH OF
...I.KNITTel
.OROUCH MANA~.A
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CAMP HILL BOROUGH
2145 WALNUT STREET
CAMP HILL, PA. 17011
Statement of Advertisina Cost~
To THE PATRIOT.NEWS CO" Dr,
For publishing the notice or PUblication at/ached
hereto on the above Slated dates
Probating same Notary FeB(s)
Total
$
$
$
171.50
1.50
173.00
Publisher's Receipt for Advertising Cost
THE PATRIOT-NEWS CO" PUbliSher 01 THE PATRIOT.NEWS and THE SUNDAY PATRIOT-NEWS, newspapers of general
circulation, hereby acknowledge receipt of the aforesaid notice and PUblication costs and cen/fies that the same have
been duly paid, THE PATRIOT.NEWS CO,
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*TWELvE;THOUSAND
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SEVEN,HUNDREDFIFTV
DOLLARS AND
00 CENTS
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PURCHASE OF BUILDINGS AND PROPERTY OF THE BOROUGH OF CAMP HILL,
LOCATED AT 2201 MARKET STREET, 22 SOUTH 22ND STREET AND/OR REAR OF
2201 MARKETSTREET,CAMPHILL,PA 17011.
I. LOT A: OLD BOROUGH HALL & LOG CABIN DOLLARS $ .t/55 000
,
2.
LOT B: PUBLIC WORKS TRACT
DOLLARS $ 0
3.
ENTIRE PACKAGE: ALL TRACTS
DOLLARS $ 0
AMOUNT OF BID DEPOSIT, CASH, CERTIFIED CHECK, OR BID BOND. 5% OF
HIGHEST AL TERNA TIVE BID:
rJ;;€C';~!.4J3..':;tEJdJ/ue(,~O~LARS S /:J.: 750
BIDDERS NAME: (In,<b//::i AJrio.Uf-S t {;JG 4t.:r
.;J,t)14 fYlf1r<~r l ')TR.GbT ~p I-h-u-
,
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ADDRESS:
TELEPHONE:
13/. 8(,ba.
IIJJJ ~ 311CilW-t{Q(dWJ;
AU i~D SIGNATURE .
DAIliD ..l. CoR.l:llE:e... SJ!,.JDRA K, CoRDlfe,..
We plan to renovate the building to preserve its histo~cal signifi~ancc. We i~ten~ to ~sc the space rorour
antiques and fme arts business and lease space for other decorative arts businesses (flonst, mtcrlor decorator, etc.).
We may consider purchasing lbe public works Iract of land at a future dale,
Our bid is made subject to lbc following contingencies:
J. That we arc able to obtain a mortgage for purchase and renovations at prime +1%.
2. That we rcceive all necessary zoning permits from lbe borough of Camp Hill,
3, Thai we rcccivc all necessary building permits from lbc borough of Camp Hill,
4, TIulI we review all Pennsylvania Department of Labor & Indllslly requirements
for current compliance and/or costs to comply.
5, That we may inspect and certify all systems (elcctrical, HV AC, plumbing,
struclural, clc,),
6. That we may review the Phase I Environmental Study to determine compliance
andlor cost to comply,
7. If the above contingencies are not met to.the ful.i and.co~plc~ satisfaction?f
lbc buycrubiddcrs, lbe full deposit subnutted ",lb lb,s bid WIll be rcturned 1D full.
Daniel Piscioncri ofCcntury 21 Realty is representing us in this purchase,
1,,,
APPENDIX "B"
ENVIRONMENTAL INDEMNITY AGREEMENT
This Indemnity Agreement (this "Agreement") is made and entered into this ~ day of
Fe8llUH'j-' 1998, by and between the Borough of Camp Hill ("Seller") and
C~bl€e tlJriGluc.s t JiJe Au GALL6.€.l./_ ("Purchaser").
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Wl1NESSETH:
Whereas contemporaneously with the execution of this Agreement, Seller has contracted
with Purchaser to convey certain land described in Exhibit "A" attached to and made a part of this
Agreement, together with all of Seller's fixtures, and improvements on that land (collectively
"Property"; and
WHEREAS, certain contamination of the Property may exist, and
WHEREAS, Purchaser has agreed to purchase the Property with full knowledge of the
possibility of contamination and has agreed to assume responsibility for remediating contamination
on, at, or adjacent to the Property as necessary;
Now, therefore, know all by these presents:
That, for and in consideration of the premises, Seller and Purchaser agree as follows:
l. For purposes of this Agreement the following terms shall have the meanings
specified below:
a, "Hazardous Materials" shall mean:
i) Any "hazardous waste" as defined by the Resource Conservation and
Recovery Act of 1976, 42 ~6901 et seq, ("RCRA"), as amended from time
to time;
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ii) "Hazardous substance" as defined by the Comprehensi'/e
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Environmental Response, Compensation and Liability Act of 1980, 42
~9601 el. seq. ("CERCLA"), as amended from time to time;
iii) HlI7.ardous waste, hazardous materials, toxic waste, toxic matcrials,
toxic substances, or hazardous substances as defined in Governmental
Requirements (defined below) now existing or hereafter enacted;
iv) Asbestos containing materials;
v) Polychlorinated biphenyls,
vi) Radioactive materials;
vii) Chemicals kno\\n to cause cancer or reproductive toxicity;
viii) Spilled or leaked petroleum products, distillates, or fractions;
ix) Any substance the presence of which on the Property is prohibited
by any Governmental Requirements; and
x) Any substance for which any Governmental Requirements require a
permit or special handling in its use, collection, storage, treatment, or
disposal.
b. "Governmental Requirements" shall mean all applicable federal, slate, or
local statutes, laws, ordinances, codes, rules, regulations, and decrees regulating the installation,
use, generation, manufacture, treatment, handling, refining, production, processing, storage,
disposition, release, or location of any Hazardous Materials, including, without limitation, RCRA,
CERCLA, the Superfund Amendments and Reauthorization Act, 10 U.S,C. ~2701 et seq., the
Federal Water Pollution Control Act of 1972, 33 U,S,C, ~ 1251 et seq., the Clean Water Act ofI977,
33 U.S.C, ~1251; the Toxic Substances Control Act, 15 U,S.C. ~2601 et seq" the Safe Drinking
Water Act, 42 U,S,C, ~201 et seq" and all existing and future amendments to those statutes.
c. "Agency" shall mean any governmental or regulatory authority having
jurisdiction of the Property, remediation, or enforcement of Governmental Requirements.
2. As further consideration for its purchase of the Propeny, Purchaser, for himself,
themselves, itself, its officers, directors shareholders, and employees (collectively "Releasing
Group") releases Seller and its officers, directors, shareholders, and employees (collectively
"Released Group") from any and all claims, demands, and causes of action of every kind and nature
whatsoever which may have accrued or may ever accrue to the Releasing Group or any of them:
a. For and on account of any and all acts or omissions of the Released Group
or any of them or any of Seller's predecessors in title to the Property:
i) In the generation, use, handling, storage, disposition, or release of
Hazardous Materials in, on at, under, from, or adjacent to the Propeny;
ii) In the perfonnance or non-perfonnance by Seller or any of the other
members of the Released Group of obligations under the Lease;
iii) In the perfonnance or non-perfonnance of any other obligations or
undertakings by Seller or any of the other members of the Released Group to
or for the benefit of Purchaser or any other members of the Releasing Group
under any other agreement by and between Seller and Purchaser dated
before the date of this Agreement and relating to the Propeny or any part of
,
it; or
b, For contribution obligations under CERCLA.
3. In addition to the foregoing, Purchaser shall protect, defend. indemnify, and hold
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hannless Seller and its officers, directors, shareholders, agents, contractors, employces, and
altorncys (collcctivcly "Indemnified Parties") from and against:
a, Any and all claims, actions, proceedings, losses. costs, damages (actual and
consequential), judgments, liabilities, obligations, causes of action, fines, penalties, or expcnses
(including, without limitation, altomeys' fees and expenditures for investigation and Remediation)
(collcctively "Claims") imposed upon, incurred, 'or suffered uy or assel1ed against any of the
Indemnified Parties by reason of the presence, disposal, escape, migration, leakage, spillagc,
dischargc, emission, release, threatened release, handling, or transpol1ation of HazardoilS Materials
in, on, at, under, from, in the vicinity of, or affecting or related to the Propel1y or any part of the
Property (COllectively, "Environmental Events");
arising out of or related to any of the Environmental Events;
b, Any personal injury, death, or property damage (collectively "Injuries")
C.
AllY lawsuit brought or threatened, seltlement reached, or government
hearing, investigation, inquiry, proceeding, or order (COllectively, "Suits") relating to any
Hazardous Materials or any of the Environmental Events, and Violations ("Violations") of
Governmental Requirements.
d, Seller shall have the right to approve counsel selected by Purchaser to
defend any of the Indemnified Parties from any Claims, Injuries, Suits, or Violations, "Claims"
shall also include litigation expenses and costs iricurred by any of the Indemnified Parties in
defending itself or in establishing a right of indemnification under this Agreement, litigation
expcnses of any third panies for which any of the Indemnified Parties may become liable and
investigation costs incurred in preparing for a trial or proceeding,
4. The indemnity obligations of Purchaser under paragraph 8 of this Agreement shall
be cxpressly extended to Claims, Injuries, Suits, or Violations arising by virtue of Sellers's acts or
omissions concerning Hazardous Materials or any Environmental Event occurring in, on, at, from,
or adjacent to the Property before the date of this Agreement because Purchaser intends by this
Agreement to indemnify the Indemnified Parties against their 0\\11 negligence and willful
misconduct respecting Hazardous Materials in, at, on, from, and adjacent to the Property during
Seller's ownership of the Property, Each party will promptly notify the other of the occurrence of or
existence of any Claims, Injuries, Suits, Violations, or Environmental Events for which the
Purchaser may be obligated 10 indemnify any of the Indemnified Parties under this Agreement, but
the failure to provide that notice shall not void or otherwise limit Purchaser's indemnity except to
the extent of actual damages suffered by Purchaser as a direct result of that failure, Purchaser
waives any right it may now or later have at law or in equity to require contribution by any of the
Indemnified Parties to the costs and expenses of Remediation, Further, the Indemnified Parties
have no obligation to mitigate damages from Claims, Injuries, Suits, Violations, or Environmental
Events for which Purchaser is to indemnify any of the Indemnified Parties by or to this Agreement.
5. This Agreement shall be binding upon and inure to the benefit of the parties to this
Agreement and their respective successors, assigns, and legal representatives and may be enforced
by any of the Indemnified Parties, To the extent Purchaser is the beneficiary of any insurance policy
or indemnity agreement provided by prior owners and/or tenants of the Property, Purchaser intends
that the Indemnified Parties shall be beneficiaries of the Same to the same extent that Purchaser is a
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beneficilll}'. Purchaser shall not be entitled 10 the benefits of any insurance now or later cxisting for
thc bencfil of any of thc Indemnified Parties and insuring against risks included within the scope of
Purchaser's obligations under this Agreement. Further, lhis Agreement shall not cOnstilUle a waiver
of subrogation rights under any such insurance,
6, The lerm Oflhis Agreemenl is unlimitcd.
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7. This Agreement shall be governed, construed, and interpreted for validity,
enforcemcnl, and in all other respects in accordance with the internal Jaws of the Slate of
PeMsylvania. Further, this Agreement shall conslitute an indemnity agreement under
Governmental Requirements.
8. Should litigation be commenced between Seller and Purchaser for any aspect of or
any obligation under this Agreement, the party prevailing in that litigation shall be entitled, in
addition to such other relief as may be granted, to a reasonable sum for attorneys' fees and coUrt
costs in that litigation, including, withoutlimilation, any appeals or bankruptcy proceedings, All
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costs and other payments required to be paid by Purchaser under this Agreement shall be due on
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demand, and if nOl promplly paid, and if any of the Indemnified Parties shall advance any funds in
payment thereof, Purchaser shall nevertheless remain liable for all amounls due plus interest
thereon at the maximum lawful non-usurious rate from the date those funds are advanced until
repaid in addition to all other rights and remedies of Indemnified Parties under this Agreement or at
law or in equity.
9. If any conflict should exist between the terms and provisions of this Agreement and
the Lease or any other agreement (other than the Remediation Agreement) by and between Seller
and Purchaser respecting any of the Property, this Agreement shall control.
EXHIBIT "A"
DESCRIPTION OF TRACT(S) FOR WHICH OFFER IS MADE TO BE INSERTED
HERE:
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\R~~ N\).~
if) "Hazardous substance" as defined by the Comprehensive
Environmental Response, Compensation and Li~biliIY Act of 1980, 42
~9601 et. seq. ("CERCLA"), as amended from lime to time;
iii) Hazardous wastc, hazardous materials, toxic waste, toxic materials,
toxic substances, or hazardous substances as defined in Governmental
Requirements (defined below) now existing or here~fter enacted;
iv) Asbestos containing 'materials;
v) Polychlorinated biphenyls,
vi) Radioactive rnaterials;
vii) Chemicals kno\\n to cause cancer or reproductive toxicity;
viii) SpilJed or leaked petroleum products, distilJales, or fractions;
ix) Any substance the presence of which on the Property is prohibited
by any Governmental Requirements; and
x) Any substance for which any Governmental Requirements require a
permit or special handling in its Use, collection, storage, treatment, or
dispos~l.
loc~l st~rutes, laws, ordinances, codes, rules, regulations, and decrees regulating the installation,
b. "Governmental Requirements" shall mean all applicable federal, state, or
USe, generation, rnanufacture, treatment, handling, refining, production, processing, storage,
disposition, release, or location of any Hazardous Materials, inclUding, without limitation, RCRA,
CERCLA, the Superfund Amendments and Reauthorization Act, 10 U.S.C. ~2701 et seq" the
Federal Water Pollution Control Act ofl972, 33 U,S.C. ~1251 etseq., the Clean Water Actofl977,
33 U.S,C. ~1251; the Toxic Substances Control Act, 15 U.S,C, ~2601 et seq., the Safe Drinking
Water Act, 42 U.S.C. ~20 I et seq., and all existing and future amendments to those statutes.
jurisdiction of thc Property, remediation, or cnforcement of Governmental Requirements.
c. "Agency" shall mean any governmental or regulatory authority having
2. As further consideration for its purchase of the Property, Purchaser, for himsclf,
thcmselvcs, itsclf, its officers, directors shareholders, and employees (collectiVely "Rei casing
Group") relcascs Seller and its officers, dircctors, shareholders, and employees (collectivcly
"Released Group") from any and all claims, dcmands, and causes of action of every kind and nature
whatsocver which may have accrued or may cver accrue to the Releasing Group or any ofthe,m:
a. For and on account of any and all acts or omissions of the Released Group
or any of them or any of Seller's predecessors in titlc to the Property:
i) In the generation, use, handling. storage, disposition, or release of
Hazardous Materials in, on at, under, from, or adjacent to the Property;
ii) In the performance or non-performance by Seller or any of the other
members of [he Released Group of obligations under the Lease;
iii) In the performance or non-performance of any other obligations or
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undertakings by Seller or any of the other members of [he Released Group to
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or for the benefit of Purchaser or any other members of the Releasing Group
under noy other agreement by and between Seller and Purchaser dated
before the date of this Agreement and relating to the Property or any part of
it; or
b, For contribution obligations under CERCLA.
:;, In addition to the foregoing, Purch~er shall protecl, defend, indemnify, and hold
harmless Seller and its officers, directors, shareholders, agents, Contrnctors, employees, and
attorncys (collectively "Indemnified Panies") from and against:
a.
Any and all claims, actions, proceedings, losses, costs, dnmages (acluw and
consequcntial), judgments, liabilities, obligations, causes of action, fines, penalties, or elCpcnses
(including, without limitation, attorncys' fees and elCpendilUres for investigation and Remediation)
(collcctivcly "Claims") imposed upon, incurred, 'or suffered by or assened against any of the
Indemnified Panies by re~on of the presence, disposal, escape, migrntion, leakage, spillage,
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dischargc, emission, release, threatened rele~e, handling, or lrnnsponation of Hazardous Materials
in, on, at, under, from. in the vicinilJl of, or affecting or related to the Propeny or any pan of the
Property (collectively, "Environmental Events");
b, Any personal injury, death, or property damage (collectively "Injuries")
arising OUt of or related to anI' of the Environmental Events;
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c, Any lawsuit brought or threatened, settlement reached, or government
hearing, investigation, inquiry, proceeding, or order (collectively, "Suits") relating to any
Hazardous Materials or any of the Environmental Events, and Violations ("Violations") of
Governmental Requirements.
d, Seller shall have the right to approve counsel selected by Purchaser to
defend any of the Indemnified Panies from any Claims, Injuries, Suits, or Violations. "Claims"
shaH also include litigation expenses and costs iricurred by any of the Indemnified Parties in
defending itself or in establishing a right of indemnification under this Agreement, litigation
expenses of any third p;uties for which any of the IndclTUlificd Parties may become Iiablc and
invc:sdgarion costs incurred in preparing for a lrial or Procccding.
4. Thc indemnity obligalions of Purchaser under paragraph 8 of rhis Agreement shall
bc cxprcssly cxtended to Claims, Injuries, Suits, or Violations arising by vinue of Sellers's acts or
omissions concerning Hazardous Malerials or any Environmental Event occurring in, on, at, from,
or adjaccnt to thc Propcrty before the dalc of this Agreemcnl because Purchaser intends by this
Agreemcnt to indemnify the Indemnified Parties against their own negligence and ,willful
misconduct respecring Hazardous Malerials in, at, on, from, and adjacent to the Property during
Seller's ownership of the Property. Each party will promplly notify the olher of the occurrence of or
existence of any Claims, Injuries. Suits, Violations, or Environmental E\'enlS for which the
Purchaser may be obligated to indemnify any of the Indemnified Parties under Ihis Agreement, but
the failure to provide that notice shall not void or otherwise limit Purchaser's indemnity except to
the extent of actual d3ll1ages suff~red by Purchaser as a direct result of that failure, Purchaser
waiVes any right it may now or later ha\'e at law or in equity to require Contribution b:' any of the
Events for which Purchaser is to indemnify any of the Indemnified Parties by or to this Agreement.
5. This Agreement shall be binding upon and inure to the benefit of the p3l1ies to this
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Indemnified Parties to the cosrs and e,xpenses of Remediation, Further, the Indemnified Parties
have no obligation to mitigate damages from Clairns, Injuries, Suits, Violations, or Environmental
Agreement and their respective successors, assigns, and legal representatives 3I1d may be enforced
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by any of the Indemnified Parties. To the extent Purchaser is the beneficiary of any insurance policy
or indemnity agreement provided by prior owners and/or tenants of the Property, Purchaser intends
that the Indemnified P;uties shall be beneficiaries of the s3ll1e'to the same extent that Purchaser is a
beneliciAl')'. Purchaser shall not be entitled to the benelits of lI1IY insumnce now or laler existing for
thc benelit ofll1lY ofthc Indemnified Parties and insuring again.lt risks included within thc scope of
PurchllScr's obligations under this Agreement. Further, this Agreement shall not conslitulc a waiver
of subrogation rights under any such Insurance.
6. Thc term of this Agreement is unlimited.
7. This Agreement shall be governed, construed, and interpreted for validity,
enforccmcnt, lI1Id in all other respects in accordance with the internal Ja....'S of the ~tate of
Pennsylvania. Further, this Agreement shall constitute an indemnity agreement under
8. Should litigation be commenced between Seller and Purchaser for any aspect of or
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Governmental Requirements.
any obligation under this Agreement, thc party prevailing in that litigation shall be enlitled, in
addition to such other relief as may be granted, to a reasonable sum for attorneys' fees and court
costs in that litigation, including, Ilithout limitation, any appeals or bankruptcy proceedings. All
costs and other payments required to be paid by Purchaser under this Agreement shall be due on
demand, and if not promptly paid, and if any of the Indemnified Parties shall advance any fimds in
payment thereof, Purchaser shall nel'enheless remain liable for all amounts due plus interest
thereon at the rnaximum lawful non-usurious rate from the date those funds are advanced until
repaid in addition to all other rights and remedies of Indemnified Parties under this Agreement or at
law or in equity.
9. Ifany conflict should exist between the terms and provisions of this Agreement and
the Lease or any other agreement (other than the Remediation Agreement) by and between Seller
lI1Id Purchaser respecting any of the Property, this Agreement'shall Control.
10. Any notices or communications required or permitted under this Agreement shall be
in writing and shall be deemed to have been given or madc when personally delivered or when
mailed by registered or certified mail, postage prepaid, rctum receipt requested, addressed as
follows or to such other addrcss as thc party 10 whom the SDlllc is intcnded shall have specificd in
conformity with this Agreement:
SELLER:
PURCHASER:
Attention:
-S:-'-"PI...~ l(_ \-~L<.\)~
Attention:
II. This Agreernent may not be amended, supplemented, or changed, and no provision
C3l1 be waived, except by ...Titten instnunent signed by the party against whom enforce:nent of any
such amendment, supplement, rnodification, or waiver is sought.
12. Ifat any tirne after the date of this Agreement any provision of this Agreement shall
be held to be illegal, void, or unenforceable, that provision shall be of no force and effec~ but the
illegality or unenforceability of that provision shall have no effect upon and shall not impair the
enforceability of the other provisions ofthi. Agreement.
13. Each party Warrants and reprcsents to the other, that the cxecution of this Agreement
hns been duly authorized by all necess:uy cOlJlorate action and that the execution, delivery, and
perfomlllDCC of their respeclive obligalions under this Agrcemenl will nOl resull in the breach of or
dcfault undcr any charter, by-Jaws, indenture, COnlr.1cl, mortgage agrecment, order, or jUdgment by
which cither is bound.
WITNESS:
SELLER
'Sre..l'lkof~ ~ ~,\.s,a\
}>URCHASER
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