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HomeMy WebLinkAbout12-1418Johnson, Duffle, Stewart & Weidner By: Michael J. Cassidy I.D. No. 82164 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 mjc@jdsw.com PETITION OF CUMBERLAND VALLEY SCHOOL DISTRICT FOR SALE OF UNUSED AND UNNECESSARY LAND Attorneys for Cumberland V -*6-y c ' ;- School Dis. i x rte !"f°S f V CD "n ED c W 4 CD C7, r7- IN THE COURT OF COMMO EQ > CUMBERLAND COUNTY, PENNSYLVA NfA NO. /A- I/18 01viI-Trm PETITION AND NOW, this 1st day of March, 2012, the Board of School Directors of the Cumberland Valley School District, by and through its attorneys, Johnson, Duffie, Stewart & Weidner, P.C., hereby petitions Your Honorable Court pursuant to the Act of March 10, 1949, Public Law 30, Section 707, as amended (24 P.S. §7-707) for the approval of the sale of unused and unnecessary land and recites in support of its Petition the following: 1. Petitioner is the duly constituted Board of School Directors of the Cumberland Valley School District, which has administrative offices at 6746 Carlisle Pike, Mechanicsburg, Cumberland County, Pennsylvania 2. Cumberland Valley School District is the owner of approximately 11.81 acres of land at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania 17050, comprised of Tax Parcel Nos. 10-14-0840-034, 10-14-0840-029, and 10-14-0840-033A (hereinafter said parcels collectively referred to as "Premises"). 3. The Premises contains, on Tax Parcel No. 10-14-0840-034, an unused elementary school building, approximately 51,000 square feet in area. Cumberland Valley School District ceased using the structure as an elementary school building following the 2007-08 school year. Since July 1, 2008, the school building has been vacant, although it has been used intermittently since then for temporarily storage of supplies and equipment. Most recently, Cumberland Valley School District entered into a Commercial Lease with Daybreak 4 1D3. 15 PD pTT`r a7f 3916 / R-# 1 91063 Church, where Daybreak Church is utilizing a portion of the building for church services and religious education instruction. 4. Cumberland Valley School District acquired Tax Parcel No. 10-14-0840-029 by Deed in Lieu of Condemnation dated October 17, 2003 from Harvie A. Bretz, Jr. and Mabel Bretz. Tax Parcel No. 10-14-0840-029 contains an uninhabited residential structure. Cumberland Valley School District acquired Tax Parcel No. 10-14-0840-029 in 2003, in anticipation of a major renovation of the elementary school building located on Tax Parcel No. 10-14-0840-034. 5. In or about 2005, the Board of School Directors for the Cumberland Valley School District determined that it was more cost effective to build a new elementary school building at a different location in Hampden Township and consequently abandoned its plans to renovate the elementary school building located on Tax Parcel No. 10-14-0840-034. 6. The Board of School Directors for the Cumberland Valley School District has determined that the Premises is unnecessary for school district operations in that it is in the best interest of the School District and taxpayers to sell the unused and unnecessary lands and buildings. 7. Petitioner proposes to sell said Premises to Life Lutheran Services, Inc., a Pennsylvania non-profit corporation, with an address of 2700 Luther Drive, Chambersburg, Pennsylvania 17202, for the amount of $2,350,000.00, pursuant to an Agreement of Purchase and Sale between the Cumberland Valley School District and Life Lutheran Services, Inc., a true and correct copy of which is attached hereto and made part hereof as Exhibit A. 8. The District has received the affidavits of two persons who are familiar with the values of real estate in Hampden Township, attesting to the fact that they have examined the property; that the price offered therefor is a fair and reasonable one; that in their opinion a better price could not be had at public sale; and that they are not interested, either directly or indirectly, in the purchase or sale thereof. True or correct copies of said affidavits are attached hereto and made part hereof as Exhibit B. WHEREFORE, Your Petitioner prays that This Honorable Court fix a time for a hearing on its Petition and directs that public notice of such hearing date be given by your Petition in a newspaper of general circulation published within the Cumberland Valley School District and in the Cumberland Law Journal once a week for three successive weeks before the date fixed for said hearing, and by handbills, or more of which must be posted on the property proposed to be sold, and at least five of which must be posted at conspicuous places within the vicinity of said real estate. Respectfully submitted, By C_=____?) Michael J. Cassidy Solicitor for Cumberland Valley School District Johnson, Duffie, Stewart & Weidner 301 Market Street P. O. Box 109 Lemoyne, PA 17043-0109 (717) 761-4540 :475893 VERIFICATION I, MICHAEL J. CASSIDY, Solicitor for Cumberland Valley School District, hereby swear under penalty of law that the facts set forth herein are true to the best of my knowledge, information, and belief. I understand that false statements made herein are made subject to the penalties of 18 Pa. C.S.A §4904, relating to unsworn falsification to authorities. Date: z °' 2 By. ?--- -? Michael J. Cassidy, Solicitor Exhibit A AGREEMENT OF PURCHASE AND SALE AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement"), dated as of the - day of JANUARY, 2012, by and between CUMBERLAND VALLEY SCHOOL DISTRICT, a Pennsylvania ("Seller") whose address Is 6746 Carlisle Pike, Mechanicsburg, Pennsylvania 17050, and LIFE LUTHERAN SERVICES, INC., a Pennsylvania non-profit corporation ('Buyer" or "Purchaser"), whose address is 2700 Luther Drive, Chambersburg, Pennsylvania 17202; WITNESSETH: THAT, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer, Intending to be legally bound, do hereby agree as follows: ,ARTICLIJ 1 SALE OF THE PROPERTY 1.1 Pro As used herein, the term "Property" shall refer collectively to the "Real Property' and the "Personal Property" which are defined as follows; 1.1.1. "Real Property" means, collectively, the land and improvements thereon known as Shaull Elementary School, located at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania 17050, comprised of Tax Parcel Nos. 10-14-0840-034,10-14-0840-029, and 10-14-0840-033A. The land Is more partic- ularly described in Exhibit A attached hereto and made a part hereof. The Real Property includes all of Seller's right, title, and Interest In and -to all leases, tenements, heredhaments, appurtenances, beneficial easernents and rights of way in any way appertaining, belonging, or incident thereto, all of Seller's rights In adjacent avenues, streets, and alleys, open or proposed, and all strips and gores as well as all of Seller's rights in machinery, fixtures, and equipment (to the extent the same constitutes real property and Is not part of the Personal Property) used or useful in the operation, maintenance, ownership, or use thereof, together with all modifications, substitutions, deletions, and additions thereto from and after the date hereof and through and including Closing (as defined in Section 5.5); 1.1.2. "Personal Property" means all of the Seller's right, title and interest In all personal property owned by Seller and used in connection with the Rea( Property, including all of Seller's right, title and Interest in: machinery, equipment, kitchen equipment, classroom equipment, classroom and library desks and chairs, playground equipment, miscellaneous classroom materials, and fixtures (to the extent the same constitute personal property, and are not part of the Rea( Property), ail permits, certificates of use and occupancy, licenses or other authorizations or agreements (to the extent the same may be transferred pursuant to applicable law); all telephone listings 96324v2C:\Nr4ortbl\Main\HJC14i560S 2.l%1C and advertisements relating to the use or operation of the Property; all plans, specifica- tions, and "as bulk" surveys relating to the Real Property and all books and records relating to the Property that are maintained by or for Seller, together with all modifications, substitutions, deletions and additions to any of the foregoing from and after the date hereof and through and including Closing. "Personal Property" does not include personal property owned by Daybreak Church, which is located on premises pursuant to a commercial lease by and between Cumberland Valley School District and Daybreak Church. 1.2 Sale and Purc Subject to all of the terms and conditions hereof, Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, (a) the Real Property in fee simple, and (b) the Personal Property. 1.3 Amount and Payment of Purchase Price. Subject to all the terms and conditions hereof, the purchase price ("Purchase Price") shall be Two Million Three Hundred Fifty Thousand Dollars ($2,350,000.00). The Purchase Price shall be paid as follows: 13.1. Within five (5) days of the execution of this Agreement by Seller and Buyer, Buyer shall deposit Fifty Thousand Dollars ($50;000.00) with the Escrow Agent pursuant to Article 8, hereof. The term "Deposit" shall mean all sums deposited with Escrow Agent hereunder together with all interest earned ihereon. The entire Deposit shall be credited against the Purchase Price at Closing, Except as otherwise provided In this Agreement, the entire Deposit shall be non-refundable after the expiration of the "Evaluation Period" (as hereafter defined). 1.3.2, The balance of the Purchase Price (being the full amount thereof less the amount of the Deposit) shall be paid by Buyer at Closing by wire transfer of immediately available funds or title company check to the order of Seller at Closing. ARTICLE 2 EVALUATION PERIOD; ACTIONS PRIOR TO CLOSING 2.1 Evaluation Perlod: Tests. Buyer shall have a period commencing upon the date of this Agreement, which shall be the date upon which both buyer and Seller have executed this Agreement (the "Effective Date"), and terminating at midnight on the forty-fifth (45'h) day thereafter (the "Evaluation Period") to make and conduct any and all investigations (including but not limited to investigations of the matters pertaining to the Property which are disclosed, by reference or otherwise, in this Agreement and Its Exhibits), tests, engineering evaluations, economic feasibility evaluations, design evaluations, review of all financial and property-related information, review of Seller's books and records pertaining to the Property, review of county real estate taxes, building code and zoning records pertaining to the Property, and any other tests, studies, or evaluations which Buyer may, in its sole discretion, deem necessary or desirable in order to evaluate the Property and the suitability of the Property for Buyer's purposes, Buyer shall deliver to Seller within ten (10) days after the execution date of this Agreement written confirmation (a) from the Title Insurer that Buyer has ordered its title report on the Property, and (b) from a third party 2 96329v2c!\NrPortbl\Main\MJC\975604 2.D0C environmental consultant that Buyer has ordered Its Phase I environmental report on the Property. In the event that Buyer shall, In its sole discretion, determine that the Property Is not suitable for Buyer's purposes, then Buyer shall, on or prior to the expiration of the Evaluation Period, either. (1) submit to Seller a written description of the objectionable condition requesting repair thereof and the estimated cost for such repair (a "Repair Notice"), or (ii) submit to Seller a written termination notice (a "Termination Notice") Indicating Buyer's election to terminate this Agreement. Upon Seller's receipt of a Repair Notice, Seller shall have the option, upon providing written notice to Buyer within fifteen (15) days after Seller's receipt of the Repair Notice (the "Seller's Repair Response"), to either (1) perform the requested repair (or a portion of the repair) at Seller's cost and proceed to Closing without reduction of the Purchase Price, or (ii) give Buyer a credit against the Purchase Price for all or a portion of the estimated cost (which estimated cost shall be mutually agreeable to both Seller and Buyer) to complete such repair and proceed to Closing, or (Ili) terminate this Agreement and return the Deposit to Buyer upon which this Agreement shall become null and void and the parties hereto shall have no further obligation or liability to one another except for Buyer's obligations under Section 2.1.1(c)(11) hereof. In the event Seller falls to Issue Seller's Repair Response to Buyer within fifteen (15) days of receiving the Repair Notice, Seller shall be deemed to have terminated this Agreement, pursuant to clause (111) above, and shall return the Deposit to Buyer upon which this Agreement shall become null and void and the parties hereto shall have no further obligation or liability to one another except for Buyer's obligations under Section 2.1.1(c}(ii} hereof. If Seller elects to perform the requested repair as described above, then Seller and Buyer shall mutually agree upon a contractor to perform such repairs within three (3) business days after Buyer's receipt of Seller's Repair Response, to the extent Seller Is not required under any applicable law to award the contract for any such repair pursuant to a public bidding process. In the event Seller is required under applicable law to award the contract for any such repair work using a public bidding process, Seller and Buyer shall meet and discuss extending the date of Closing, which approval shall not be unreasonably withheld, to accommodate public bidding and completion of any such repairs. Such repairs shall be substantially completed prior to Closing and, after inspection by Buyer upon Buyer's receipt of a written certification from the agreed upon contractor stating that such repairs have been substantially completed (in which event, upon Buyer's approval of the repairs in Its sole discretion, the parties shall proceed with Closing in accordance with the terms of this Agreement without reduction of the Purchase Price (should Buyer disapprove of the repairs, the contractor should promptly remedy the Buyer's Issues with said repairs; once the remedial repairs are completed, contractor should reissue written oertifcation of same to Buyer, which will prompt a re-Inspection by Buyer)). If Seiler elects not to perform, or credit Buyer for, all, or a substantial and material portion of the repair requested in the Repair Notice, then Buyer, at its election upon written notice to Seller within ten (10) days after receipt of Seller's Repair Response shall either (the following rights shall be Buyer's sole and exclusive rights): (1) waive such uncured repairs, and accept the Property as Seller is able to deliver subject to the uncured conditions, In which event the parties shall proceed with Closing under this Agreement In accordance with and subject to the terms and provisions hereof; without reduction In the Purchase Price with respect to the uncured repairs, or (I!) terminate this Agreement, in which event the Deposit shall be refunded to Buyer, and thereupon this Agreement shall be and become null and void and ali parties hereto shall be released from all further liability hereunder, at law and in equity (except that the obligations of Buyer pursuant to the provisions of Section 2.1.1(c)(11) shall continue in full force and effect). Any property condition to which no timely objection is made by Buyer In the manner and time aforesaid shall be deemed to have been accepted by Buyer for purposes of this Agreement. if, on or prior to the date of expiration of the Evaluation Period, Buyer shall provide a Termination Notice, then Buyer shall be deemed to have terminated this Agreement pursuant to 96329v2C.\Nrhortb1\Kain\MJC\975609_2. DOC this Section 2.1, whereupon the Deposit shall be immediately refunded to Buyer, this Agreement shall become null and void and all parties hereto shall be released from all liability and responsl- bility hereunder except for Buyer's obligations under Section 2.1.1(c)(II) hereof, The failure of Buyer to provide a Termination Notice prior to the expiration of the Evaluation Period shall be deemed a waiver of Buyer's termination right under this Section. Ali studies and tests made or conducted by or for Buyer pursuant to this Seotlon 2.1 shall be at Buyer's sole cost and expense and shall be subject to the provisions of Section 2.1.1. In the event that Closing does not occur under this Agreement for any reason, then, notwithstanding any other pmvlslon of this Agreement purporting to terminate all rights and obligations hereunder, all data and material, Including plans, specifications, surveys, title commitments, engineering studies and drawings, surveys, sketches, test results, contracts and agreements relating to the Property delivered by Seller to Buyer or In Buyer's possession shall be returned by Buyer to Seller. 2.1.1. Tests: Entry. Buyer shall have the right (subject to the provisions of this Section 2.1.1 and any other applicable provisions of this Agreement) from and after the Effective Date and until the end of the Evaluation Period (and until Closing If this Agreement is not terminated during the Evaluation Period); (a) To perform or cause to be performed such engineering, structural, mechanical, water, sanitary sewer, utility, topographic, market, financial, environmental, infestation, and/or other studies, tests, or investigations as Buyer may, in its sole discretion, elect; (b) To enter, or cause Its agents or representatives to enter, upon the Property for the purpose of making any of the aforesaid tests, investigations and/or studies, and to meet with governmental officials having jurisdiction over the Property. Any exercise by Buyer of its rights to perform tests upon the Property pursuant to Section 2.1, this Section 2.1.1 or any other provision of this Agreement or to review the files and records of Seller shall only be taken or made upon reasonable prior notice to Seller. All tests, Inspections, reports and Investigations made by or for Buyer pursuant to Section 2.1, this Section 2.1.1 or any other provision of this Agreement shall be at Buyer's sole risk, cost and expense and all such tests, inspections, reports and Investigations shall (to the extent conducted or made at the Property) be conducted or made with due regard to the business operations being conducted at the Property and the rights, privileges and convenience of Seller and Seller's guests, invitees and licensees; and (c) In connection with any entry upon the Property prior to Closing, Buyer shall (1) permit a representative of Seller to accompany Buyer and (ii) indemnify, defend and save and hold harmless Seller from any and all damage to the Property or injury to persons caused by such entry. This Indemnity shall survive any termination or expiration of this Agreement. At Seller's option, prior to Buyer's entry upon the Property, Buyer shall obtain liability insurance covering damage to the Property and Injury to persons in connection with Buyer's or its agent's entry onto the Property in the amount of not less than $1,000,000, naming Seller as an additional Insured. If Seller requires Buyer to obtain such 9632ev2C:\NrPortb1\Main\MJC\975609 2. Doc Insurance, Buyer shall deliver to Seller a certificate evidencing such insurance prior to Its entry upon the Property. 2.2 Title. Buyer shall, at Buyers' expense, satisfy Itself as to the title to the Property in accordance with the following provisions: 2.2.1. Immediately after the Effective Date, Buyer shall cause a title company selected by Buyer (the "Title Insurer") to examine title to the Real Property and to issue to Buyer a written commitment for owner's title insurance (the "Title Commitment") based upon such examination. A copy of the Title Commitment shall be delivered to Buyer and Seller by the Title Insurer as soon as possible. If the Title Commitment shall disclose exceptions which are unacceptable to Buyer in Buyer's sole discretion (hereinafter a "Title Defect'), then Buyer shall notify Seller by written notice and objection to title (the "Title Objection Notice") to be delivered to Seller within ten (10) days following delivery of the Title Commitment to Buyer. Any Title Defect shown or revealed by the Title Commitment to which no timely objection Is taken by Buyer In the manner and time aforesaid shall be deemed to have been waived by Buyer for purposes of this Agreement (other than Monetary Liens (as hereinafter defined), which Seller shall be required to cure). Notwithstanding the foregoing provisions of this Section 2.2.1,any Title Defects which Buyer waives, or is deemed to have waived, pursuant to this Section 2.2.1, or any Title Defects created by Buyer, or which are permitted by the terms of this Agreement, or to which Buyer otherwise expressly consents, are hereinafter collectively referred to as "Permitted E.xceptlons". Permitted Exceptions shall not be deemed to be Title Defects within the meaning of this Agreement. 2.2.2. If the Title Commitment shall reveal a Title Defect to which Buyer makes timely objection in the manner provided for in Section 2.2.1, then Seller shall have the right to notify Buyer In writing within ten (10) days after receipt of Buyer's Title Objection Notice as to whether Seller elects to cure such Title Defect or not to cure such Title Defect ("Seller's Title Response") (provided that Seller shall be required to cure any Monetary Liens). If Seller elects to cure such Title Defect, then Seller's cure shall be completed at or prior to Closing. Seller is deemed to have cured a Title Defect upon the removal of such Title Defect from Buyer's title policy on the Property. In the event Seller fails to issue Seller's Title Response within ten (10) days, Seller shall be deemed to have elected not to cure such Title Defect. If Seller elects not to cure such Title Defect, then Buyer, at its election upon written notice to Seller within ten (10) days after Buyer's receipt of Seller's Title Response, shall either (the following rights shall be Buyer's sole and exclusive rights if Seller shall elect not to remedy or shall fall to remedy such Title Defects): (1) waive such uncured Title Defects, and accept such title as Seller is able to deliver subject to all uncured Title Defects, in which event the parties shall proceed with i Closing under this Agreement In accordance with and subject to the terms and provisions hereof, without reduction in the Purchase Price, or (il) terminate this Agreement, In which event the Deposit shall be refunded to Buyer, and thereupon this Agreement shall be and become null and void and all parties hereto shall be released ! from all further liability hereunder, at law and in equity (except that the obligations of Buyer pursuant to the provisions of Section 2.1.1(c)(11) shall continue in full force and effect). Notwithstanding anything to the contrary set forth in this Article 2, Seller shall be required to pay off and satisfy monetary Title Defects such as mortgage loans and other unpaid amounts secured by liens on the Property at Closing(collectively, "Monetary 96329v2Ct\NrPorW1\Main\HJC\975609 2. Doc Liens") out of the Purchase Price proceeds; provided, however, that If the total of such monetary Title Defects exceeds the Purchase Price, then the Seller may elect to refuse to proceed to Closing, and may terminate this Agreement, whereupon the entire Deposit shall be refunded to Buyer, and thereafter neither Buyer nor Seller shall have any further rights against or obligations to each other, except that the obligations of Buyer pursuant to Section 2.1.1 (c)(11) shall continue In full force and effect, 2.3 Contracts. It Is acknowledged and agreed that as of the date hereof Seller has entered Into, or is otherwise responsible for, certain supply, service, operating and other contracts relating to the Property. Copies of all such contracts and certificates confirming insurance coverage will be delivered to Buyer within five (5) business days after the Effective Date. A true and complete listing of all such contracts Is set forth as Exhibit B (collectively, the "Contracts"). Buyer shall review such Contracts during the Evaluation Period and shall advise Seller which of such Contracts must be terminated by Seller at or prior to Closing, as a condition of Closing. Seller shall confirm that the termination of such contracts has occurred by sending Buyer an email to that effect prior to Closing. All such Contracts which are not to be terminated at or prior to Closing, and all other contracts relating to the Property entered Into after the date hereof with the prior written consent of Buyer (which consent Buyer agrees not to unreasonably withhold or delay) are herein collectively referred to as the "Continuing Contracts." In no event shall Buyer be obligated to enter Into or consent to any amendment, replacement or termination of a Contin- uing Contract after the Evaluation Period except on such terms as may be approved by Buyer In advance, 2.4 Conduct Pending Closing or Termination Prior to the earlier of Closing or the termination of this Agreement: 2,4.1. Conduct Not Permitted. Seller shall not engage in or permit or suffer any of the following acts to occur: (a) Any sale, assignment, disposhlon, or encumbrance of any portion of the Real Property (except as otherwise expressly provided In this Agreement) or of all or any substantial portion of the Personal Property without Buyer's prior written consent; (b) Any action by Seller that would result in any of Seller's warraniles and representations set forth in Article 3 not being and remaining materially true and correct as of Closing; (c) Seller shall not execute any new contracts relating to the leasing, operation and/or maintenance of the Property, to the extent such contracts extend beyond Closing, without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Seller shall Immediately notify Buyer of any such proposed actions. 2.4,2. Seller's CovenantQ. Seller agrees that: (a) Seller shall furnish to Buyer copies of any and all written notices that Seller receives from any governmental entity with respect to the Property; 96324v2C:\NrPortb1\Main\MJC\975609 2.DOC (b) Until Closing, Seller shall maintain for Seller's own benefit its existing insurance coverage on the Property (and Buyer shall have the right at its cost and expense to maintain such additional Insurance with respect to the Property and its interest therein as Buyer may deem to be necessary or appropriate); (c) After the expiration of the Evaluation Period, Seller shall not settle any fire or casualty loss claims, or agree to any award or payment In a Condemnatlon (as defined In Section 7.2), without obtaining Buyer's prior written consent in each case; provided, however, that Buyer's prior written consent shall not be required, and Seller shall be free to make any settlement or agreement it deems necessary or appropriate from and after the date, If any, on which the parties exercise (or are deemed to have exercised) their option pursuant to Sections 7.1 or 7.2 to terminate this Agreement for or on account of any such casualty or Condemnation; and further provided that Seller may make a partial settlement to obtain insurance proceeds (and may use such proceeds) to perform interim repairs cr renovations to the Property as required by any governmental authority or as required to prevent further damage or deterioration to the Property; (d) Seller shall continue to operate and maintain the Property in accordance with good business practices and shall maintain the Property in good condition; and (e) At Closing there shall be no contracts pertaining to the Property other than the Continuing Contracts which will be assigned to Buyer, 2.5 Coalition of Title. At Closing, title to the Real Property shall be as required by Section 2.2 hereof, AW11CLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties by Seller. As of the date hereof, Seller hereby represents and warrants to Buyer as follows: 3. IA. Seller Is authorized to enter into this Agreement and to consummate the transactions contemplated hereby, with the exception that the sale of the Property is subject to Court approval pursuant to Section 707 of the Pennsylvania Public School Code, 24 P.S. Sec. 7707. 3.1.2, Seller has granted no option (which remains outstanding) or otherwise made any commitment (which remains outstanding) to any person other than Buyer to sell, transfer, or dispose of the Property or any interest therein. 3.1.3. This Agreement does not violate the material terms of any other contract or instrument to which Seller is a party or by which Seller is bound. 3.1,4. All amounts due under any Continuing Contracts or otherwise for any work or improvements respecting the Property for work done prior to the Closing shall have been paid by Seller on or prior to the Closing, Seller shall cause to be discharged 96324v2C:\NrPortbl\Main\MJC\475609 2.DDC all mechanic's or materialmen's [lens arising from any labor or materials furnished to the Property prior to the Closing. 3.1.5, Seller Is not a "foreign person" as the term Is defined In §1445 of the Internal Revenue Code of 19!38, as amended or replaced (the "Code") and Seller agrees to execute an affidavit to that effect at Closing. 3.1.6. There are no actions or proceedings pending, or to the best of Seller's actual knowledge, threatened, to place Seller In bankruptcy or appoint a receiver for Seller. 3.1.7. Property. With respect to the Property and the ownership, management and operation thereof, Seiler represents and warrants that: (a) There are no tenancies or occupancies affecting the Property or persons In possession of any part thereof other than the leasehold of Daybreak Church. (b) Seller is not a party to any contracts incidental to the management, operation or leasing of the Property, written or oral, except the Contracts set forth on Exhibit B. (o) There Is no litigation, claim, audit, action or proceeding pending or to the best of Seller's actual knowledge, threatened before or by any court, public board or body or governmental or administrative agency or Instrumentality against Seller by any person or entity which relates to or could materially affect the Property. (d) As of the Effective Date there Is no delinquent property tax, levy or as- sessment agalnst the Property. (e) As of the Effective Date, Seller has received no written notice from any governmental body or administrative agency of any alleged violation of any fire, zoning, building, health or environmental laws, regulations or rulings, whether federal, state or local, or of any other alleged violations of law which affect the Property. (t) To the best of Seller's actual knowledge as of the Effective Date: (i) there are no hazardous waste or hazardous substances stored or located upon or under any portion of the Property In violation of federal or state law; (ii) the Property is not used to treat, store or dispose of waste materials, hazardous substances, asbestos or PCBs in violation of federal or state law; (Iii) there is no leaking or drainage of waste materials or hazardous substances into the ground water beneath or adjacent to the Property in violation of federal or state law; (iv) there are no buried or semi-burled or otherwise placed tanks, storage vessels, drums or containers of any kind manufactured, stored or located on the Property in violation of federal or state law. (g) The Property is presently zoned "OP" - Office Park. (h) Notwithstanding the foregoing representations and warranties concerning the Property, Seller has no knowledge and makes no representations or 96324v2C:\NzPorthJ\Main\MJC\475609 2.DOC warranties as to the environmental conditions, the structural integrity, or the fitness for use of the residential house and garage located on the portion of the Property known as Tax Parcel No, 10-14-0840-029. 3.2 Representations by Buyer. As of the date hereof, Buyer hereby represents and warrants to Seller as follows: 3.2.1. Buyer is fully competent and authorized to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer do not require the consent of any person, agency or entity not a party to this Agreement. 3.2.2. There are no actions or proceedings pending or threatened to liquidate, reorganize, arrange, place in bankruptcy, appoint a receiver for, or dissolve. Buyer, 3.2.3. This Agreement does not violate the terms of any other contract or instrument to which Buyer is a party or by which Buyer is bound. ARTICLE 4 CONDITIONS OF CLOSING 4.1 Conditions Precedent to the Obligations of Buyer. In addition to any other conditions precedent stated in this Agreement, the obligations of Buyer to purchase and make payment for the Property pursuant to the provisions of this Agreement shall be subject to the following conditions: 4.1.1. The representations and warranties made by Seller in Section 3.1 hereof shall be true and correct on and as of Closing. 4.1,2. As of Closing, the status of title of the Property shall be as set forth in Section 2.2 hereof., 4,13. Seller shall execute and deliver all documents and shall take all other actions required of Seller pursuant to Article 5. 4.1.4. Ail contracts which are not Continuing Contracts shall have been terminated at or prior to Closing and written evidence thereof submitted to Buyer. 4.1.5. Buyer shall have obtained adequate financing, as determined by Buyer in its sole discretion, for its acquisition, renovation and construction of the Property, including, but not limited to, a lender appraisal at or above the Purchase Price, 4.1.6. A valid, legally enforceable assignment of Seller's right, title, interest, rights, duties, and obligations in the lease agreement between Seller and Daybreak Church, in a form and upon terms acceptable to Buyer In its sole discretion, 4.1.7, Seller shall provide an updated elevator inspection as well as an updated certification that said elevator is In good working order. 96324v2C:\NYPortbl\Main\MJC\975609 2.DOC 4.1.8. Buyer shall have obtained adequate assurances, as determined by Buyer in its sole discretion, that the Buyer's proposed use of the Property Is permitted under the current zoning classification of the Property and is not prohibited by any other land use restrictions. 4.2 Conditions Precedent to the Obligations of Seller, In addition to any other conditions precedent stated In this Agreement, the obligations of Seller to sell the Property pursuant to the provisions of this Agreement shall be subject to the following conditions: 4.2.1. The representations and warranties made by Buyer In Section 3.2 hereof shall be true and correct on and as of Closing. 4.2.2. Buyer shall pay the Purchase Price, shall execute and deliver all documents, and shall take all other actions required of Buyer pursuant to Article 5. 4.2.3. The approval of the Cumberland Valley School District's Board. 4.2.4. Court approval of the transaction pursuant to Section 707 of the Pennsylvania Public School Code, 24 P.S. Sec. 7-707 (the Seller and Buyer agree to extend the Closing if necessary to obtain said Court approval). ARTICLE 5 CLOSING 5.1 Time and Place. Unless this Agreement Is extended or sooner terminated as permitted by the terms of this Agreement, Buyer and Seller agree to make full settlement on or before twenty (20) days following the expiration of the Evaluation Period (the "Closing"), at the offices of Latsha Davis & McKenna, P.C. or at such other time, place and date as may be mutually agreed upon by Buyer and Seller in writing. 5.2 Payment of Purchase Price. At Closing, Escrow Agent shall deliver the Deposit to Seller, and Buyer shall pay the balance of the Purchase Price as provided in Section 1.3.2. 5.3 Transfer of Title to Real Property. At Closing, and upon payment of the Purchase Price and full performance by Buyer, Seller shall convey to Buyer, by special warranty deed, title to the Real Property in fee simple absolute, subject to the Permitted Exceptions as defined In Section 2.2 hereof. 5.4 Closing Documents. Subject to the terms and conditions of this Agreement, the following documents shall be executed and/or delivered as of Closing: 10 96324v2cs\Nrhortbl\Main\MJ'C\475609 2.DOC 5.4.1. Seller shall execute and deliver a special warranty deed conveying the Real Property to Buyer in a form mutually acceptable to Seller and Buyer. 5.4.2. Seller shall execute and deliver a Bill of Sale transferring to Buyer all of Seller's right, title and Interest in the Personal Property, if any, free and clear of all charges, security Interests, mortgages, liens, and encumbrances created or arising by or through Seller (other than Permitted Exceptions). 5.4.3. Seller and Buyer shall each execute and deliver an Assignment and Assumption Agreement pursuant to which Seller shall assign, and Buyer shall from and after the date of Closing, assume, all of Seller's right, title, interest, rights, duties, and obligations under all Continuing Contracts In force and effect as of Closing, and such other matters (limited to Seller's rights therein and only to the extent assignable) as are to be assigned by Seller to Buyer hereunder (such other matters to include any warran- ties, permits, licenses, and other items necessary or useful in connection with the operation of the Property). 5.4.4, To the extent not previously delivered, and to the extent in Seller's possession, at Closing Seller shall deliver to Buyer (t) the originals or true copies of all real estate tax records, utility bills, and other records relating to the use, ownership and operation of the Real Property during the period owned by Seller; (11) all plans, specifica- tions and "as builts" relating to the Real Property; (iii) the most recent certificates of use and occupancy; (Iv) any warranties, guarantees, operating manuals or documents, maintenance, supply, and service contracts, engineering data, and other documents respecting the use, operation, or ownership of the Property; (v) all access, operating, or other keys to the Property. 5.4.5. Seller and Buyer shall approve a closing statement reflecting costs and adjustments set forth in Sections 6.1 and 6.2. 5.4.6. Seller shall execute and deliver to Buyer an affidavlt confirming that Seller Is not a "foreign person" under §1445 of the Code. 5.4.7. Seller and Buyer shall each execute and deliver an Assignment of Lease Agreement pursuant to which Seller shall assign, and Buyer shall from and after the date of Closing, assume, all of Seller's right, title, interest, rights, duties, and obligations under the Daybreak Church lease as of Closing, 5,5 Definition of Closina. All of the actions described in Sections 5.3 through 5.4 shall be deemed to have been taken simultaneously, none of such actions shall be deemed to have been taken unconditionally until all of such actions have been fully performed, and all of such actions are collectively referred to herein as "Closing." 5.6 Possasslon. Seller shall deliver possession of and occupancy to the Property to Buyer as of Closing, subject to all Permitted Exceptions, and any other matters permitted by this Agreement or created or otherwise consented to in writing by Buyer. 11 96329v2C:\Nr?ortb1\MAin\MJC\975-609 2.DCC ARTICLE 6 CLOSING COSTS AND ADJUSTMENTS 6.1 Closing Costs. Buyer shall pay the costs of recording the deed and other title transfer documents and the cost of any financing obtained by Buyer, including the fee owner's and any mortgagee's title policy, premiums, title commitment fees, recording fees, commitment fees and mortgage loan fees. Each party shall bear the fees of Its respective attorneys and advisors. Seller shall pay any brokerage commission due Seller's agent, Campbell Commercial Real Estate, Inc, ("Carnpbeil") and to Buyer's agent, Wolfe & Company Realtors ("Wolfe"), in connection with this sale and purchase transaction. Realty transfer taxes and all other customary settlement charges shall be divided equally between Buyer and Seiler. 6.2 Closing Adjustments. 6.2.1. Except as hereinafter specifically provided to the contrary, all current operating expenses, all real estate taxes, (on the basis of the actual fiscal years for which such taxes are assessed), business Improvement district taxes, other taxes and assessments (whether general or special); and all utilities, water and sewer charges shall be adjusted and prorated as of Closing. Income and expenses for periods up to and Including the Closing Date shall belong to Seller. Any credit due to Buyer pursuant to this subsection 6.2.1 shall be applied against the Purchase Price; and any credit due to Seller pursuant to this Section 6.2.1 shall be paid by Buyer to Seller at Closing as an addition to the Purchase Price In the manner of payment set forth in Section 1.32. 6.2.2. Seller and Buyer acknowledge and agree that it may not be possible to effect a final reconciliation of all income and expense items that are to be adjusted until after Closing. The parties agree to cooperate in good falth In effecting such a final reconciliation and each party shall promptly pay (or reimburse the other parry for) any expenses item that is chargeable to the other party and shall promptly remit any income item to the other parry if entitled thereto. 6.2.3. Seller shall use commercially reasonable efforts to arrange for the rendition of final bills by the utility companies involved as of Closing, but In the event such final bills cannot be rendered or obtained by Closing, final adjustments shall be made within sixty (60) days after Closing. 6.3 Survival of Closing, The obligations of Seller and Buyer In this Article 6, shall survive Closing. ARTICLE 7 CASUALTY AND CONDEMNATION 7.1 Casualty. 7.1.1. Subject to the provisions of this Article 7, risk of loss or damage to the Property from fire or other casualty shall remain on Seller until Closing, From and after Closing all risk of toss or damage to the Property is assumed by Buyer. 12 96324v2C:\NrPortbl\Ma.in\MaC\975609 2.000 7.1.2. If any of the improvements included in the Real Property shall be destroyed or damaged prior to the Closing, and If either the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($250,000.), Buyer may, by written notice given to Sailer within ten (10) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect, and the Deposit shall forthwith be returned to Buyer. If Buyer does not elect to terminate this Agreement pursuant to this Section 7.1.2, or has no right to terminate this Agreement (because the damage or destruction does not exceed $250,000,00), and the sale of the Property Is consummated, Purchaser shall receive an assignment of all Insurance proceeds paid or payable to Seller by reason of such destruction or damage under Seller's insurance policies (less amounts of insurance theretofore received and applied by Seller to costs actually incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Buyer's prior written consent In each case. All said insurance proceeds actually received by Seller and not already applied to costs actually incurred for restoration prior to the date of Closing shall be paid by Seller to Buyer at Closing. If the amount of said casualty insurance proceeds Is not settled by the date or Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments In order that Buyer receive all of Seller's right, title, and interest in and under said insurance proceeds. 7.2 C a on. If, on or prior to the Closing, all or any part of the Property which Buyer reasonably determines will materially Interfere with the operation of the Property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or is taken by eminent domain or condemnation (or sale in lieu thereof), or If Seller has received written notice that any condemnation action or proceeding with respect to the Property Is contemplated by a body having the power of eminent domain, Seller shall give Buyer immediate written notice of such threatened or contemplated condemnation or of such taking or sale, and Buyer may by written notice to Seller given within ten (10) days of the receipt of such notice from Seller, elect to cancel this Agreement. If Buyer chooses to cancel this Agreement in accordance with this Section 7.2, the rights, duties, obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect and the Deposit shall be returned to Buyer. If Buyer does not elect to cancel this Agreement In accordance herewith, this Agreement shall remain in full force and effect and the safe of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale In lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Buyer all of the right, title, and interest of Seller in and to any awards that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Buyer shall not have elected to terminate this Agreement as hereinabove provided, Buyer shall be permitted to participate In the proceedings as if Buyer were a party to the action. Seller shall not settle or agree to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining Buyer's prior written consent thereto in each case. ARTICLE 8 ESCROW AGENT 13 96324v2c;\NYDoxtbl.\MaiYi\MJC\978609 2.1)0C 8.1 Appointment of Escrow Agent. The parties hereby designate the Title Insurer to serve as escrow agent hereunder (herein 'Escrow Agent"). Escrow Agent shall serve as such hereunder without remuneration, 8.2 Duties of Escrow Aaent. Escrow Agent shall deposit the Deposit, as received, in a federally-insured account in a bank or other financial institution mutually acceptable to Buyer and Seller in the name of Escrow Agent as escrow agent. Escrow Agent shall have the right to disburse the Deposit in accordance with the terms of this Agreement, The Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement; and, In the event of any dispute as to who is entitled to receive the Deposit the Escrow Agent may disburse it in accordance with the final order of a court of competent jurisdiction, or may deposit the Deposit with such a court pending a final decision of such controversy (and any reasonable attorney's fees or legal costs paid or incurred by Escrow Agent shall be out-of-pocket disbursements for which the parties shall be liable to reimburse Escrow Agent). Escrow Agent shall be indemnified fully by Buyer and Seller for all its expenses, costs and reasonable legal fees incurred in connection with Its duties as escrow holder under this Escrow Agreement, including, without limitation, any interpleader action that Escrow Agent might file to resolve any dispute as to the Deposit. If Escrow Agent is made a party to any judicial, non-Judicial or administrative action, hearing or process based on the acts of Seiler and Buyer and not on the willful misconduct and/or gross negligence of Escrow Agent in performing its duties hereunder, then the losing party shall indemnify, save and hold harmless Escrow Agent from the expenses, costs and reasonable attorney's fees incurred by Escrow Agent in responding to such actions, hearing or process. 8.3 Survival of Termination. Escrow Agent's obligations to disburse or refund the Deposit, the obligation of the parties with respect to the reimbursement of Escrow Agent's out-of-pocket expenses and the other provisions of this Article 8 shall survive any termination of this Agreement. ARTICLE 9 MISCELLANEOUS 9.1 Srokeraoe. Seller and Buyer represent and warrant to each other that neither has dealt with a broker in connection with this transaction except as set forth below. Seller and Buyer each warrant and represent to the other that, except as set forth below, no agent, broker, or finder has acted for the warranting party In connection with this Agreement or is entitled to compensation on account of the transactions contemplated hereby. Seller acknowledges that it has utilized the services of Campbell in connection with this transaction, and shall pay all brokerage commissions for the services of Campbell in accordance with their separate brokerage agreement. Buyer acknowledges that it has utilized the services of Wolfe in connection with this transaction, and both parties acknowledge that Seller shall pay all brokerage commissions for the services of Wolfe pursuant to the terms of the brokerage agreement between Seller and Campbell. Buyer and Seller each agree to indemnify, defend and hold the other harmless from and against all 14 96324v2Ci\NrPoxtbl\Ma3n\KJC\475609_2.OOC claims, demands, debts, liabilities, actions, causes of action, costs, and expenses (including reasonable attorneys' fees) that may be asserted against or paid or incurred by the indemnified party for, on account of, or in connection with any breach by the indemnifying party of its warranties and representations contained in this Section 9.1. The Indemnity obligations of the parties pursuant to this Section 9.1 shall survive Closing hereof and any termination hereof. 9.2 Remedies Upon Default. 9.2.1. Buyer and Seller agree that it would be impracticable and difficult to ascertain the actual damages which would be suffered by Seiler if Buyer wrongfully fails to consummate the purchase and sale contemplated herein. Buyer and Seller have carefully considered the loss to Seller occasioned by taking the Property off the market as a consequence of the negotiation and execution of this Agreement, the Seller's performance hereunder, and the other damages, general and special, which Buyer and Seiler reallze and recognize Seller will sustain but which cannot be calculated with certainty. Based on all those considerations, Buyer and Seller have agreed that the damage to Seller from an uncured breach by Buyer of its obligation to complete Closing would reasonably be expected to equal the amount of the Deposit. Accordingly, should Buyer default under any of the terms, covenants or conditions of this Agreement, and if Buyer fails to cure such breach or default within ten (10) days after written notice thereof from Seller, the Seller shall as its sole and exclusive remedy, be entitled to be paid, and to retain, the Deposit as full and complete liquidated damages. Thereafter, this Agreement shall terminate, and the parties hereto shall have no further rights or obligations to each other under this Agreement, either at law or In equity or otherwise, except that the obligations of Buyer pursuant to the provisions of Section 2.1.1 (c)(11) shall continue In full force and effect. 9.2.2. Should Seller default under any of the terms, covenants or conditions of this Agreement, and Seller fails to cure such default within ten (10) days after written notice thereof from Buyer, Buyer shall be entitled either (1) to terminate this Agreement by giving Seller written notice of termination, In which event the Deposit shall be returned to Buyer, and the parties hereto shall have no further rights or obligations to each other under this Agreement, either at law or in equity or otherwise, except that the obligations of Buyer pursuant to the provisions of Section 2.1.1(c)(11) shall continue in full force and effect, or (11) to bring an action against Seller for specific performance. 9.3 Amendment This Agreement may not be modified, amended, or discharged, and no provision hereof may be waived, except by an Instrument in writing and duly executed by the party against whom enforcement of the amendment, modification, discharge, or waiver is sought. 9.4 Notices. Ali notices, waivers, approvals, consents, demands, requests, or other communications (collectively, "Notices") which may be or are required to be given, served, or sent by any party hereto to the other party hereto pursuant to, or in connection with, this Agreement shall be in writing and shall be hand delivered, sent by Federal Express, or similar overnight delivery service, or mailed by registered or certified mall, return receipt requested, addressed as follows: If to Seller: Cumberland Valley School District 15 96329v2C,\NrPo=tbl\Main\MJC\475609 2,DOC 6746 Carlisle Pike Mechanicsburg, PA 17050 Attn: Mike Willis With a copy to: Johnson, Duffle, Stewart & Weidner 301 Market Street Lemoyne, PA 17043 Attn: Jerry R. Duffle, Esq. If to Buyer: LIFE Lutheran Services, Inc. 2700 Luther Drive Chambersburg, PA 17202 Attn: Terry Shade, CEO With a copy to: Latsha Davis & McKenna, P.C. 1700 Bent Creek Wd., Ste. 140 Mechanicsburg, PA 17060 Kimber L. Latsha, Esq. If to Escrow Commonwealth Land Title Agent: Insurance Company 1700 Market Street, Suite 2110, Philadelphia, PA 19103 Alan D. Keiser, Esq. Notice sent by hand delivery shall be presumed to be received on the day on which it Is actually delivered or transmitted. Notice sent by Federal Express or other overnight delivery service shall be presumed to be received the next business day after it is sent. Notice sent by registered or eertffied mail shall be presumed to be received two (2) days after it is sent. Each party may designate by Notice in writing, at least five (5) business days before its effective date, a new address or addressee to which any Notice may thereafter be given, served, or sent. Each Notice which is given, served, or sent In the manner specified in this Section 9.4 shall be deemed to have been given and received on the date of delivery or as of the date on which delivery is refused or unclaimed by the addressee upon presentation. 9.5 Assignment. Buyer shall have the right to assign-this Agreement one (1) time without Seller's prior consent (but shall give prompt notice thereof to Seller) to an affiliate or subsidiary of Buyer. Otherwise, Buyer shall have no right to assign this Agreement unless Seller's prior written consent is obtained. 16 96324v2C:\NzBortb7.\Main\NJC\975609 2.DOC 9.6 Section Deleted. 93 Section Deleted. 9.8 Parties Bound. All terms, conditions, covenants, warranties, representations, agreements, undertakings, and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and permitted assigns. 9,9 Time of Essence. TIME IS OF THE ESSENCE FOR THIS AGREEMENT. 9.10 Waiver. The waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement shall not thereafter be construed as a waiver of any subsequent breach or default of a similar nature. The failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall not be construed as a waiver of any of such provisions, rights, or privileges hereunder. 9.11 Construction. Buyer and Seller acknowledge that they both participated equally in the negotiation and drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe It more stringently against one of such parties than against the other. 9.12 Seyerability. . In the event any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable In any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as If such invalid, Illegal or unenforceable provision had never been contained herein. 9.13 Entire Aareement This Agreement, including the Exhibits which are an integral part hereof, constitutes the entire agreement between Seller and Buyer with respect to the transactions contemplated herein, and it supersedes all prior oral or written agreements, commitments, or understandings with respect to the matters provided for herein. No agreements, representations, or warranties have been made by Buyer or Seller except as specifically set forth in this Agreement, and in particular, no oral or written expression, or non-verbal conduct of a person intended by such person as a substitute for oral or written expression, will be attributed to Buyer or Seller as an agreement or a warranty or representation, except as specifically set forth in this Agreement. The provisions of this Section 9.13 shall survive Closing or a termination of this Agreement, 17 96329v2C:\NrPortbl\Main\MOC\475609_2.DOC 9.14 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require. 9.15 Hea inns Article and Section headings contained in this Agreement are Inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 9.16 Apolicabie Law. This Agreement shall be given effect and construed by application of the law of the Commonwealth of Pennsylvania without regard to principles of conflicts of laws. 9.17 Covenant Against Recording. This Agreement shall not be recorded in any public record, and neither party shall cause to be recorded a notice of the existence of this Agreement, or any other writing asserting an interest In the Property prior to the Closing. Any recordation in violation of this Section 9.17 shall relieve the non-recording party from any further obligation, and shall entitle that party to resort to the remedies provided In Section 9.2. 9.18 Computation of Time. In computing any time for giving Notices or other period of time prescribed or allowed by any provision of this Agreement, the day of the act, event, or default from which the designated period of time begins to run shall not be included. The last day of the period so computed shall be included, unless it Is a Saturday, Sunday,, or a legal holiday In Philadelphia, Pennsylvania in which event the period runs until 5;00 p.m. eastern standard time on the next day which is not a Saturday, Sunday or legal holiday. Unless otherwise specified herein, all notice or other perlods expire as of 5;00 p.m., eastern standard time on the last day of the notice or other period. 9.19 Counterparts. Execution. This Agreement may be executed in counterparts by the parties, each of which shall be deemed an original document, and all of which together shall be considered a single document. Facsimile or pdf copies of signatures shall be treated as original signatures for purposes of this Agreement and any Amendments thereto. 9.20 Waiver of Tender. The tender of an executed Deed by Seller and the tender by Buyer of the Purchase Price at Closing are hereby mutually waived; but nothing herein contained shall be construed as a waiver of Seller's obligation to deliver the Deed and/or of the concurrent obligation of Buyer to pay the Purchase Price at Closing, is 96324v2c:\NrPortbl\Maln\NJC\975609 2..Doc IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed and delivered as of the date first above written. WITNESSES: Date: SELLER: CUMBERLAND VALLEY SCH4O D,ISTRlCT r B. Titl BUYER: LIFE LUTHERAN SERVICES, INC. v? B f Name. Te Sh Date: J j`t f Title: CE ESCROW COMMONWEALTH LAND TITLE AGENT: INSURANCE COMPANY By: - Name: Date: Title: :47NOM 19 96324a2C:\NCPortb].\MUin\MaC\475609 2.DOC EXHIBIT A LEGAL DESCRIPTION OF LAND za 96324v2C:\mrPOltbl\Main\MJC\475609 2,000 EXHIBIT B LEST OF CONTRACT 21 96324v2C;\NrPortbl\MainiMJC\475609 2.DOC Exhibit B AFFIDAVITS COMMONWEALTH OF PENNSYLVANIA : COUNTY OF CUMBERLAND ss. PATRICK F. NOONE, being duly sworn according to law, deposes and says that he is a Pennsylvania certified general real estate appraiser, that he is familiar with the values of commercial real estate in Cumberland County, in general, and in Hampden Township, in particular; that he has examined the Cumberland Valley School District property located at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania, 17050 (formerly known as "Shaull Elementary School'), comprised of Tax Parcel Nos. 10-14- 0840-034, 10-14-0840-029, and 10-14-0840-033A, with approximately 11.81 acres of land situate therein; that he has a file memorandum in support of this conclusion; that the price of $2,350,000.00 for such premises is a fair and reasonable price; that in his opinion, a better price could not be had at public sale for such property; and that he is not interested, either directly or indirectly in the purchase or sale of this property. i tzl? ----- P TRICK F. NOON Sworn to and subscribed before me this day of IF i'?? . , 2012. No ary Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Gail J. Mahoney, Notary Public Lemoyne Borough, Cumberland County commission expires February 19, 2014 :475928v2 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ss. JEFFREY A. WALTERS, being duly sworn according to law, deposes and says that he is a Pennsylvania certified general real estate appraiser, that he is familiar with the values of commercial real estate in Cumberland County, in general, and in Hampden Township, in particular; that he has examined the Cumberland Valley School District property located at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania, 17050 (formerly known as "Shaull Elementary School'), comprised of Tax Parcel Nos. 10-14- 0840-034, 10-14-0840-029, and 10-14-0840-033A, with approximately 11.81 acres of land situate therein; that he has a file memorandum in support of this conclusion; that the price of $2,350,000.00 for such premises is a fair and reasonable price; that in his opinion, a better price could not be had at public sale for such property; and that he is not interested, either directly or indirectly in the purchase or sale of this property. Sworn to and subscribed before me this E ' day of ?jU C h , 2012. Notary Public COMMONW?ALi?i OF PENNSYLVANIA Notarial Seal Lori A. Richard, Notary Public Lemoyne soro, Cumberland County My Commission Expires Nov. 12, 2014 Member. Pennsvlvania Association of Notaries JEFFREV A[. WALTERS :475928v3 IFRM R. I)r i rn ??.al)E D. MA?LEv RICHARD 1V. rE\1,U':' l,LIZABErii 1). SNOVF.R ED,b1U?D G. 1'1l'Elts L A W O F F I C E S S UWi E. HOFFMAN I) l? I) 11, SON ?E'c)ttinB.MrCL:11N IOHN 1 S] 1 LR IUHV A LUCY IFFFERSDy I SIrIP?3 U t I ? SSLS S. WILSON JEIFREl' R. RLTTIi? OF COUNSEL MARK C. ul .-PIG DUFFIE IOHy R. N IM iSKl I fmo( E A. OHNSON MICH:AEI, j. i ?SSIW C? ROY WEIDNER, IR. 111 LIs,,',PEi GRf W, CC?'?Sr:vNCE P. WAT cl ti(). I3S March 2, 2012 Melissa H. Calvanelli, Court Administrator Cumberland County Court of Common Pleas One Courthouse Square, Room 301 Carlisle, PA 17013 Re: Petition of Cumberland Valley School District for Sale of Unused and Unnecessary Land Dear Ms. Calvanelli: I write this letter in my capacity as Solicitor for Cumberland Valley School District, which has filed the attached Petition seeking Court approval of the sale of unused and unnecessary land. Specifically, Cumberland Valley School District is seeking permission to sell approximately 11.81 acres of land, located in Hampden Township, Cumberland County, Pennsylvania, which includes a building commonly referred to as "Old Shaull Elementary School." Cumberland Valley School District is seeking approval of the sale of the unused and unnecessary land pursuant to Section 707 of the Public School Code, 24 P.S. §7-707. With this letter, we respectfully request that the Court expedite scheduling a hearing on the enclosed Petition. The buyer of the property is eager to consummate the sale. Please note that Section 707 of the Public School Code requires Cumberland Valley School District to give public notice of the hearing by posting hand bills on the property and in the general vicinity as well as advertising the public notice in newspapers of general circulation and in the County legal newspaper once a week for three consecutive weeks before the date fixed for said sale. See, 24 P.S. §7-707(1) and (3). Consequently, we will require approximately 30 days from the issuance of the Order scheduling the hearing and the actual date of the hearing, in order to comply with the public notice requirements set forth in Section 707. Thank you in advance for your kind consideration and assistance with this request. Very truly yours, JOHNSON, DUFFIE, STEWART & WEIDNER ?--) L--L5 Michael J. Cassidy MJC:bf:484377 Enclosure 301 MARKET STREET P.O. BOX 109 LEM01'NE, PENNSI LVANIA 17043-0109 1VWWIDSWCOM 717.761.4540 FAX:711'.761.3013 MAIL@JDSW.COM JOHNSON, DUFFIE, STEWART & WEIDNER, P.C. PETITION OF IN THE COURT OF COMMON PLEAS CUMBERLAND VALLEY SCHOOL DISTRICT CUMBERLAND COUNTY, PENNSYLVANIA FOR SALE OF UNUSED AND UNNECESSARY ?y LAND NO. la - 14'1 A 8'y j TClwa ORDER OF COURT AND NOW, this 01--day of March, 2012, pursuant to the Petition filed by Cumberland Valley School District in the above matter, a hearing is hereby scheduled for 3d 2012, at 1.8c .(1 .m., in Courtroom Number c?-- The Petitioner is hereby directed to give public notice of the date, time, and purpose of the hearing, in accordance with Section 707(1) of the Public School Code of 1949, 24 P.S. §7-707(1) by advertising said Public Notice in one or more newspapers of general circulation published within Cumberland Valley School District and in the Cumberland Law Journal, once a week for three (3) consecutive weeks before the date set for said hearing, and by hand bills, one (1) or more of which must be posted on the property proposed to be sold, and at least five (5) of which must be posted at conspicuous placed within the vicinity of said real estate. By the Court: J. :484378 / } (srsS,G1/, LSSf d C:. rri -»F r-a C_ N co Sa" CX? W Q rTZ •._ t -r ?. r Johnson, Duffie, Stewart & Weidner By: Michael J. Cassidy I.D. No. 82164 301 Market Street P. O. Box 109 Lemoyne, Pennsylvania 17043-0109 (717) 761-4540 mjc@jdsw.com PETITION OF CUMBERLAND VALLEY SCHOOL DISTRICT FOR SALE OF UNUSED AND UNNECESSARY LAND PETITION Attorneys for Cumberland V y School Dish Fri— -< no r- -? IN THE COURT OF COMMON KEAa CUMBERLAND COUNTY, PENNSYL-VA NfA- NO. /a- N) 8 01-ml 1`Nirm AND NOW, this 1st day of March, 2012, the Board of School Directors of the Cumberland Valley School District, by and through its attorneys, Johnson, Duffie, Stewart & Weidner, P.C., hereby petitions Your Honorable Court pursuant to the Act of March 10, 1949, Public Law 30, Section 707, as amended (24 P.S. §7-707) for the approval of the sale of unused and unnecessary land and recites in support of its Petition the following: 1. Petitioner is the duly constituted Board of School Directors of the Cumberland Valley School District, which has administrative offices at 6746 Carlisle Pike, Mechanicsburg, Cumberland County, Pennsylvania 2. Cumberland Valley School District is the owner of approximately 11.81 acres of land at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania 17050, comprised of Tax Parcel Nos. 10-14-0840-034, 10-14-0840-029, and 10-14-0840-033A (hereinafter said parcels collectively referred to as "Premises"'). 3. The Premises contains, on Tax Parcel No. 10-14-0840-034, an unused elementary school building, approximately 51,000 square feet in area. Cumberland Valley School District ceased using the structure as an elementary school building following the 2007-08 school year. Since July 1, 2008, the school building has been vacant, although it has been used intermittently since then for temporarily storage of supplies and equipment. Most recently, Cumberland Valley School District entered into a Commercial Lease with Daybreak 41D3.' 5 PO ATTI a7 39I R..# a9/ 903 Church, where Daybreak Church is utilizing a portion of the building for church services and religious education instruction. 4. Cumberland Valley School District acquired Tax Parcel No. 10-14-0840-029 by Deed in Lieu of Condemnation dated October 17, 2003 from Harvie A. Bretz, Jr. and Mabel Bretz. Tax Parcel No. 10-14-0840-029 contains an uninhabited residential structure. Cumberland Valley School District acquired Tax Parcel No. 10-14-0840-029 in 2003, in anticipation of a major renovation of the elementary school building located on Tax Parcel No. 10-14-0840-034. 5. In or about 2005, the Board of School Directors for the Cumberland Valley School District determined that it was more cost effective to build a new elementary school building at a different location in Hampden Township and consequently abandoned its plans to renovate the elementary school building located on Tax Parcel No. 10-14-0840-034. 6. The Board of School Directors for the Cumberland Valley School District has determined that the Premises is unnecessary for school district operations in that it is in the best interest of the School District and taxpayers to sell the unused and unnecessary lands and buildings. 7. Petitioner proposes to sell said Premises to Life Lutheran Services, Inc., a Pennsylvania non-profit corporation, with an address of 2700 Luther Drive, Chambersburg, Pennsylvania 17202, for the amount of $2,350,000.00, pursuant to an Agreement of Purchase and Sale between the Cumberland Valley School District and Life Lutheran Services, Inc., a true and correct copy of which is attached hereto and made part hereof as Exhibit A. 8. The District has received the affidavits of two persons who are familiar with the values of real estate in Hampden Township, attesting to the fact that they have examined the property; that the price offered therefor is a fair and reasonable one; that in their opinion a better price could not be had at public sale; and that they are not interested, either directly or indirectly, in the purchase or sale thereof. True or correct copies of said affidavits are attached hereto and made part hereof as Exhibit B. WHEREFORE, Your Petitioner prays that This Honorable Court fix a time for a hearing on its Petition and directs that public notice of such hearing date be given by your Petition in a newspaper of general circulation published within the Cumberland Valley School District and in the Cumberland Law Journal once a week for three successive weeks before the date fixed for said hearing, and by handbills, or more of which must be posted on the property proposed to be sold, and at least five of which must be posted at conspicuous places within the vicinity of said real estate. Respectfully submitted, By L -_-:) Michael J. Cassidy Solicitor for Cumberland Valley School District Johnson, Duffie, Stewart & Weidner 301 Market Street P. O. Box 109 Lemoyne, PA 17043-0109 (717) 761-4540 :475893 VERIFICATION I, MICHAEL J. CASSIDY, Solicitor for Cumberland Valley School District, hereby swear under penalty of law that the facts set forth herein are true to the best of my knowledge, information, and belief. I understand that false statements made herein are made subject to the penalties of 18 Pa. C.S.A §4904, relating to unsworn falsification to authorities. Date: 3 Z ° Z By: -------? Michael J. Cassidy, Solicitor Exhibit A AGREEMENT OF PURCHASE AND SALE AGREEMENT OF PURCHASE AND SALE THIS AGREEMENT OF PURCHASE AND SALE (this "Agreement"), dated as of the _ day of JANUARY, 2012, by and between CUMBERLAND VALLEY SCHOOL DISTRICT, a Pennsylvania ("Seiler") whose address is 6746 Carlisle Pike, Mechanicsburg, Pennsylvania 17050, and LIFE LUTHERAN SERVICES, INC., a Pennsylvania non-proFt corporation ("Buyer" or "Purchaser"), whose address is 2700 Luther Drive, Chambersburg, Pennsylvania 17202; WITNESSETH; THAT, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seiler and Buyer, intending to be legally bound, do hereby agree as follows: ARTICLE 1 SALE OF THE PROPERTY 1.1 Pro As used herein, the term "Property" shall refer collectively to the "Real Properly" and the "Personal Property" which are defined as follows; 1.1.1, "Real Property" means, collectively, the land and improvements thereon known as Shaull Elementary School, located at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania 17050, comprised of Tax Parcel Nos. 10-14-0840-034, 10-14-0840029, and 10-14-0840-033A. The land is more partic- ularly described in Exhibit A attached hereto and made a part hereof. The Real Property includes all of Seller's right, title, and Interest in and -to all leases, 'tenements, hereditaments, appurtenances, beneficial easements and rights of way in any way appertaining, belonging, or incident thereto, all of Seller's rights in adjacent avenues, streets, and alleys, open or proposed, and all strips and gores as well as all of Seller's rights in machinery, fixtures, and equipment (to the extent the same constitutes real property and Is not part of the Personal Property) used or useful in the operation, maintenance, ownership, or use thereof, together with all modifications, substitutions, deletions, and additions thereto from and after the date hereof and through and including Closing (as defined in Section 5.5); 1.1.2, "Personal Property" means all of the Seller's right, title and Interest In all personal property owned by Seller and used in connection with the Real Property, including all of Seller's right, title and Interest in: machinery, equipment, kitchen equipment, classroom equipment, classroom and library desks and chairs, playground equipment, miscellaneous classroom materials, and fixtures (to the extent the same constitute personal property, and are not part of the Real Property), all permits, certificates of use and occupancy, licenses or other authorizations or agreements (to the extent the same may be transferred pursuant to applicable law); all telephone listings 96324V2C:\NXVortbl\Main\MTC\475609 2.Wc and advertisements relating to the use or operation of the Property; all plans, specifica- tions, and "as built" surveys relating to the Real Property and all books and records relating to the Property that are maintained by or for Seller, together with all modifications, substitutions, deletions and additions to any of the foregoing from and after the date hereof and through and including Closing. "Personal Property" does not include personal property owned by Daybreak Church, which is located on premises pursuant to a commercial lease by and between Cumberland Valley School District and Daybreak Church. 1.2 Sale and P Subject to all of the terms and conditions hereof, Seller hereby agrees to sell to Purchaser, and Purchaser hereby agrees to purchase from Seller, (a) the Real Property in fee simple, and (b) the Personal Property. 1.3 Amount and Payment of Purchase Price. Subject to all the terms and conditions hereof, the purchase price ("Purchase Price") shall be Two Million Three Hundred Fifty Thousand Dollars ($2,350,000,00). The Purchase Price shall be paid as follows: 1.3.1. Within five (5) days of the execution of this Agreement by Seller and Buyer, Buyer shall deposit Fifty Thousand Dollars ($50,000.00) with the Escrow Agent pursuant to Article 8, hereof. The term "Deposit" shall mean all sums deposited with Escrow Agent hereunder together with all Interest earned thereon. The entire Deposit shall be credited against the Purchase Price at Closing. Except as otherwise provided In this Agreement, the entire Deposit shall be non-refundable after the expiration of the "Evaluation Period" (as hereafter defined). 1.3.2, The balance of the Purchase Price (being the full amount thereof less the amount of the Deposit) shall be paid by Buyer at Closing by wire transfer of immediately available funds or title company check to the order of Seller at Closing. ARTICLE 2 EVALUATION PERIOD; ACTIONS PRIOR TO CLOSING 2.1 Evaluation Period: Tests. Buyer shall have a period commencing upon the date of this Agreement, which shall be the date upon which both Buyer and Seller have executed this Agreement (the "Effective Date"), and terminating at midnight on the forty-fifth (45th) day thereafter (the "Evaluation Period") to make and conduct any and all investigations (including but not limited to Investigations of the matters pertaining to the Property which are disclosed, by reference or otherwise, in this Agreement and Its Exhibits), tests, engineering evaluations, economic feasibility evaluations, design evaluations, review of all financial and property-related information, review of Seller's books and records pertaining to the Property, review of county real estate taxes, building code and zoning records pertaining to the Property, and any other tests, studies, or evaluations which Buyer may, in its sole discretion, deem necessary or desirable in order to evaluate the Property and the suitability of the Property for Buyer's purposes, Buyer shall deliver to Seller within ten (10) days after the execution date of this Agreement written confirmation (a) from the Title Insurer that Buyer has ordered its title report on the Property, and (b) from a third party 2 96324v2c:\NY11Ortb1\Main\MJC\975609 2,000 environmental consultant that Buyer has ordered its Phase I environmental report on the Property. In the event that Buyer shall, in its sole discretion, determine that the Property Is not suitable for Buyer's purposes, then Buyer shall, on or prior to the expiration of the Evaluation Period, either. (1) submit to Seller a written description of the objectionable condition requesting repair thereof and the estimated cost for such repair (a "Repair Notice"), or (11) submit to Seller a written termination notice (a "Termination Notice") Indicating Buyer's election to terminate this Agreement. Upon Seller's receipt of a Repair Notice, Seller shall have the option, upon providing written notice to Buyer within fifteen (15) days after Seller's receipt of the Repair Notice (the "Seller's Repair Response"), to either (1) perform the requested repair (or a portion of the repair) at Seller's cost and proceed to Closing without reduction of the Purchase Price, or (11) give Buyer a credit against the Purchase Price for all or a portion of the estimated cost (which estimated cost shall be mutually agreeable to both Seller and Buyer) to complete such repair and proceed to Closing, or (111) terminate this Agreement and return the Deposit to Buyer upon which this Agreement shall become null and void and the parties hereto shall have no further obligation or liability to one another except for Buyer's obligations under Section 2.1.i(c)(il) hereof. In the event Seller fails to Issue Seller's Repair Response to Buyer within fifteen (15) days of receiving the Repair Notice, Seller shall be deemed to have terminated this Agreement, pursuant to clause (iii) above, and shall return the Deposit to Buyer upon which this Agreement shall become null and void and the parties hereto shall have no further obligation or liability to one another except for Buyer's obligations under Section 2.1.1(c)(II) hereof. If Seller elects to perform the requested repair as described above, then Seller and Buyer shall mutually agree upon a contractor to perform such repairs within three (3) business days after Buyer's receipt of Seller's Repair Response, to the extent Seller Is not required under any applicable law to award the contract for any such repair pursuant to a public bidding process. In the event Seller is required under applicable law to award the contract for any such repair work using a public bidding process, Seller and Buyer shall meet and discuss extending the data of Closing, which approval shall not be unreasonably withheld, to accommodate public bidding and completion of any such repairs. Such repairs shall be substantially completed prior to Closing and, after Inspection by Buyer upon Buyer's receipt of a written certification from the agreed upon contractor stating that such repairs have been substantially completed (in which event, upon Buyer's approval of the repairs in its sole discretion, the parties shall proceed with Closing in accordance with the terms of this Agreement without reduction of the Purchase Price (should Buyer disapprove of the repairs, the contractor should promptly remedy the Buyer's issues with said repairs; once the remedial repairs are completed, contractor should reissue written certification of same to Buyer, which will prompt a re-inspection by Buyer)). If Seiler elects not to perform, or credit Buyer for, all, or a substantial and material portion of the repair requested in the Repair Notice, then Buyer, at its election upon written notice to Seller within ten (110) days after receipt of Seller's Repair Response shall either (the following rights shall be Buyer's sole and exclusive rights): (1) waive such uncured repairs, and accept the Property as Seller is able to deliver subject to the uncured conditions, in which event the parties shall proceed with Closing under this Agreement in accordance with and subject to the terms and provisions hereof; without reduction In the Purchase Price with respect to the uncured repairs, or (ii) terminate this Agreement, in which event the Deposit shall be refunded to Buyer, and thereupon this Agreement shall be and become null and void and all parties hereto shall be released from all further liability hereunder, at law and in equity (except that the obligations of Buyer pursuant to the provisions of Section 2.1.1(c)(11) shall continue In full force and effect), Any property condition to which no timely objection is made by Buyer In the manner and time aforesaid shall be deemed to have been accepted by Buyer for purposes of this Agreement. If, on or prior to the date of expiration of the Evaluation Period, Buyer shall provide a Termination Notice, then Buyer shall be deemed to have terminated this Agreement pursuant to 96329v2C;\Nrkortbl\Naln\MJC\975609 2,ooc this Section 2.1, whereupon the Deposit shall be Immediately refunded to Buyer, this Agreement shall become null and void and all parties hereto shall be released from all liability and responsi- bility hereunder except for Buyer's obligations under Section 2.1.1(c)(II) hereof. The failure of Buyer to provide a Termination Notice prior to the expiration of the Evaluation Period shall be deemed a waiver of Buyer's termination right under this Section. All studies and tests made or conducted by or for Buyer pursuant to this Section 2.1 shall be at Buyer's sole cost and expense and shall be subject to the provisions of Section 2.1.1. In the event that Closing does not occur under this Agreement for any reason, then, notwithstanding any other provision of this Agreement purporting to terminate all rights and obligations hereunder, all data and material, including plans, specifications, surveys, title commitments, engineering studies and drawings, surveys, sketches, test results, contracts and agreements relating to the Property delivered by Seller to Buyer or In Buyer's possession shall be returned by Buyer to Seller. 2.1.1. Tests; Entry. Buyer shall have the right (subject to the provisions of this Section 2.1.1 and any other applicable provisions of this Agreement) from and after the Effective Date and until the end of the Evaluation Period (and until Closing If this Agreement is not terminated during the E=valuation Period); (a) To perform or cause to be performed such engineering, structural, mechanical, water, sanitary sewer, utility, topographic, market„ financial, environmental, Infestation, and/or other studies, tests, or investigations as Buyer may, in its sole discretion, elect; (b) To enter, or cause its agents or representatives to enter„ upon the Property for the purpose of making any of the aforesaid tests, investigations and/or studies, and to meet with governmental officials having jurisdiction over the Property. Any exercise by Buyer of its rights to perform tests upon the Property pursuant to Section 2.1, this Section 2.1.1 or any other provision of this Agreement or to review the files and records of Seller shall only be taken or made upon reasonable prior notice to Seller. All tests, inspections, reports and investigations made by or for Buyer pursuant to Section 2.1, this Section 2.1.1 or any other provision of this Agreement shall be at Buyer's sole risk, cost and expense and all such tests, Inspections, reports and Investigations shall (to the extent conducted or made at the Property) be conducted or made with due regard to the business operations being conducted at the Property and the rights, privileges and convenience of Seller and Seller's guests, Invitees and licensees; and (c) In connection with any entry upon the Property prior to Closing, Buyer shall (1) permit a representative of Seller to accompany Buyer and (ii) indemnify, defend and save and hold harmless Seller from any and all damage to the Property or injury to persons caused by such entry. This Indemnity shall survive any termination or expiration of this Agreement. At Seller's option, prior to Buyer's entry upon the Property, Buyer shall obtain liability insurance covering damage to the Property and Injury to persons in connection with Buyer's or its agent's entry onto the Property in the amount of not less than $1,000,000, naming Seller as an additional Insured. If Seller requires Buyer to obtain such 96329v2C:\NrPortbl\Main\MJC\975609 2.DOC Insurance, Buyer shall deliver to Seller a certificate evidencing such insurance prior to Its entry upon the Property. 2.2 Title. Buyer shall, at Buyers' expense, satisfy Itself as to the title to the Property in accordance with the following provisions: 2.2.1. Immediately after the Effective Date, Buyer shall cause a title company selected by Buyer (the "Title insurer") to examine title to the Real Property and to issue to Buyer a written commitment for owner's title insurance (the "Title Commitment") based upon such examination. A copy of the Title Commitment shall be delivered to Buyer and Seller by the Title Insurer as soon as possible. If the Title Commit'nent shall disclose exceptions which are unacceptable to Buyer in Buyer's sole discretion (hereinafter a "Title Defect"), then Buyer shall notify Seller by written notice and objection to title (the "Title Objection Notice") to be delivered to Seller within ten (10) days following delivery of the Title Commitment to Buyer. Any Title Defect shown or revealed by the Title Commitment to which no timely objection Is taken by Buyer In the manner and time aforesaid shall be deemed to have been waived by Buyer for purposes of this Agreement (other than Monetary Liens (as hereinafter defined), which Seller shall be required to cure). Notwithstanding the foregoing provisions of this Section 2.2,1,any Title Defects which Buyer waives, or is deemed to have waived, pursuant to this Section 2.2.1, or any Title Defects created by Buyer, or which are permitted by the terms of this Agreement, or to which Buyer otherwise expressly consents, are hereinafter collectively referred to as "Permitted Exceptions". Permitted Exceptions shall not be deemed to be Title Defects within the meaning of this Agreement. 2.2.2. If the Title Commitment shall reveal a Title Defect to which Buyer makes timely objection In the manner provided for in Section 2.2.1, then Seller shall have the right to notify Buyer in writing within ten (10) days after receipt of Buyer's Title Objection Notice as to whether Seller elects to cure such Title Defect or not to cure such Title Defect ("Seller's Title Response") (provided that Seller shall be required to cure any Monetary Liens). If Seller elects to cure such Title Defect, then Seller's cure shall be completed at or prior to Closing. Seller is deemed to have cured a Title Defect upon the removal of such Title Defect from Buyer's title policy on the Property. In the event Seller fails to issue Seller's Title Response within ten (10) days, Seller shall be deemed to have elected not to cure such Title Defect. If Seller elects not to cure such Title Defect, then Buyer, at its election upon written notice to Seller within ten (10) days after Buyer's receipt of Seller's Title Response, shall either (the following rights shall be Buyer's sole and exclusive rights if Seller shall elect not to remedy or shall fall to remedy such Title Defects): (I) waive such uncured Title Defects, and accept such title as Seller is able to deliver subject to all uncured Title Defects, in which event the parties shall proceed with Closing under this Agreement In accordance with and subject to the terms and provisions hereof, without reduction in the Purchase Price, or (Ii) terminate this Agreement, In which event the Deposit shall be refunded to Buyer, and thereupon this Agreement shall be and become null and void and all parties hereto shall be released from all further liability hereunder, at law and in equity (except that the obligations of Buyer pursuant to the provisions of Section 2.1.1(c)(11) shall continue in full force and effect). Notwithstanding anything to the contrary set forth In this Article 2, Seller shall be required to pay off and satisfy monetary Title Defects such as mortgage loans and other unpaid amounts secured by liens on the Property at Closing(collectively, "Monetary 5 96329v2ct\NrPortbl\maln\NJC\975609_2.DQC ?I Liens„) out of the Purchase Price proceeds; provided, however, that If the total of such monetary Title Defects exceeds the Purchase Price, then the Seller may elect to refuse to proceed to Closing, and may terminate this Agreement, whereupon the entire Deposit shall be refunded to Buyer, and thereafter neither Buyer nor Seller shall have any further rights against or obligations to each other, except that the obligations of Buyer pursuant to Section 2.1.1 (c)(11) shall continue in full force and effect, 2.3 Contracts. It is acknowledged and agreed that as of the date hereof Seller has entered into, or is otherwise responsible for, certain supply, service, operating and other contracts relating to the Property. Copies of all such contracts and certificates confirming insurance coverage will be delivered to Buyer within five (5) business days after the Effective [late. A true and complete listing of all such contracts Is set forth as Exhibit B (collectively, the "Contracts"). Buyer shall review such Contracts during the Evaluation Period and shall advise Seller which of such Contracts must be terminated by Seller at or prior to Closing, as a condition of Closing. Seller shall confirm that the termination of such contracts has occurred by sending Buyer an email to that effect prior to Closing. All such Contracts which are not to be terminated at or prior to Closing, and all other contracts relating to the Property entered Into after the date hereof with the prior written consent of Buyer (which consent Buyer agrees not to unreasonably withhold or delay) are herein collectively referred to as the "Continuing Contracts." In no event shall Buyer be obligated to enter Into or consent to any amendment, replacement or termination of a Contin- uing Contract after the Evaluation Period except on such terms as may be approved by Buyer In advance. 2.4 Conduct Pendin Closing or Termination Prior to the earlier?of Closing or the termination of this Agreement; 2.4.1. Conduct Not Permitted. Seller shall not engage in or permit or suffer any of the following acts to occur: (a) Any sale, assignment, disposition, or encumbrance of any portion of the Real Property (except as otherwise expressly provided In this Agreement) or of all or any substantial portion of the Personal Property without Buyer's prior written consent; (b) Any action by Seller that would result in any of Seller's warranties and representations set forth in Article 3 not being and remaining materially true and correct as of Closing; (c) Seller shall not execute any new contracts relating to the leasing, operation and/or maintenance of the Properly, to the extent such contracts extend beyond Closing, without the prior written consent of Buyer, which consent shall not be unreasonably withheld. Seller shall immediately notify Buyer of any such proposed actions. 2.42. Seller's Covenants. Seller agrees that: (a) Seller shall furnish to Buyer copies of any and all written notices that Seller receives from any governmental entity with respect to the Property; 96329v2c;\NrPortb1\Main\MJC\975609 2.Dw (b) Until Closing, Seller shall maintain for Seller's own benefit its existing insurance coverage on the Property (and Buyer shall have the right at its cost and expense to maintain such additional insurance with respect to the Property and its interest therein as Buyer may deem to be necessary or appropriate); (c) After the expiration of the Evaluation Period, Seller shall not settle any fire or casualty loss claims, or agree to any award or payment in a Condemnation (as defined in Section 7.2), without obtaining Buyer's prior written consent in each case; provided, however, that Buyer's prior written consent shall not be required, and Seller shall be free to make any settlement or agreement it deems necessary or appropriate from and after the date, if any, on which the parties exercise (or are deemed to have exercised) their option pursuant to Sections 71 or 7.2 to terminate this Agreement for or on account of any such casually or Condemnation; and further provided that Seller may make a partial settlement to obtain insurance proceeds (and may use such proceeds) to perform interim repairs or renovations to the Property as required by any governmental authority or as required to prevent further damage or deterioration to the Property; (d) Seller shall continue to operate and maintain the Property in accordance with good business practices and shall maintain the Property in good condition; and (e) At Closing there shall be no contracts pertaining to the Property other than the Continuing Contracts which will be assigned to Buyer. 2.5 Condition of Title. At Closing, title to the Real Property shall be as required by Section 2.2 hereof, ARTICLE 3 REPRESENTATIONS AND WARRANTIES 3.1 Representations and Warranties by Seller. As of the date hereof, Seller hereby represents and warrants to Buyer as follows: 3.1.1. Seller is authorized to enter into this Agreement and to consummate the transactions contemplated hereby, with the exception that the sale of the Property is subject to Court approval pursuant to Section 707 of the Pennsylvania Public School Code, 24 P.S. Sec. 7-707. 3.1.2, Seller has granted no option (which remains outstanding) or otherwise made any commitment (which remains outstanding) to any person other than Buyer to sell, transfer, or dispose of the Property or any interest therein. 3.1.3. This Agreement does not violate the material terms of any other contract or instrument to which Seller is a party or by which Seller is bound. 3.1,4. All amounts due under any Continuing Contracts or otherwise for any work or improvements respecting the Property for work done prior to the Closing shall have been paid by Seller on or prior to the Closing. Seller shall cause to be discharged 96329v2C.\NrPortbl\Ma1n\MOC\975609 2.DOC all mechanic's or materialmen's [lens arising from any labor or materials furnished to the Property prior to the Closing. 3.1,5, Seller Is not a "foreign person" as the term Is defined In §1445 of the Internal Revenue Code of 18136, as amended or replaced (the "Code") and Seller agrees to execute an affidavit to that effect at Closing. 3.1.6. There are no actions or proceedings pending, or to the best of Seller's actual knowledge, threatened, to place Seller in bankruptcy or appoint a receiver for Seller. 3.1.7. P, roaerty. With respect to the Property and the ownership, management and operation thereof, Seller represents and warrants that: (a) There are no tenancies or occupancies affecting the Property or persons In possession of any pan: thereof otherthan the leasehold of Daybreak Church. (b) Seiler is not a party to any contracts incidental to the management, operation or leasing of the Properly, written or oral, except the Contracts set forth on Exhibit B. (c) There is no litigation, claim, audit, action or proceeding pending or to the best of Seller's actual knowledge, threatened before or by any court, public board or body or governmental or administrative agency or Instrumentality against Seller by any person or entity which relates to or could materially affect the Property. (d) As of the Effective Date there Is no delinquent property tax, levy or as- sessment against the Property, (e) As of the Effective Date, Seller has received no written notice from any governmental body or administrative agency of any alleged violation of any fire, zoning, building, health or environmental laws, regulations or rulings, whether federal, state or local, or of any other alleged violations of law which affect the Property. (f) To the best of Seller's actual knowledge as of the Effective Date: (i) there are no hazardous waste or hazardous substances stored or located upon or under any portion of the Property In violation of federal or state law; (ii) the property is not used to treat, store or dispose of waste materials, hazardous substances, asbestos or PCBs in violation of federal or state law; (iii) there Is no leaking or drainage of waste materials or hazardous substances into the ground water beneath or adjacent to the Property in violation of federal or state law; (iv) there are no buried or seml-buried or otherwise placed tanks, storage vessels, drums or containers of any kind manufactured, stored or located on the Property in violation of federal or state law. (g) The Property Is presently zoned "OP" - Office Park. (h) Notwithstanding the foregoing representations and warranties concerning the Property, Seller has no knowledge and makes no representations or 96324v2C:\MrPortbl\Main\MJC\475609_2. DOC warranties as to the environmental conditions, the structural integrity, or the fitness for use of the residential house and garage located on the portion of the Property known as Tax Parcel No. 10-14-0840-029. 3.2 Representations by Buyer. As of the date hereof, Buyer hereby represents and warrants to Seller as follows: 3.2.1. Buyer Is fully competent and authorized to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby by Buyer do not require the consent of any person, agency or entity not a party to this Agreement. 3.2.2. There are no actions or proceedings pending or threatened to liquidate, reorganize, arrange, place in bankruptcy, appoint a receiver for, or dissolve. Buyer. 3.2.3. This Agreement does not violate the terms of any other contract or instrument to which Buyer is a party or by which Buyer is bound. ARTICLE, 4 CONDITIONS OF CLOSING 4.1 Conditions Precedent to the Obligations of Buyer. In addition to any other conditions precedent stated in this Agreement, the obligations of Buyer to purchase and make payment for the Property pursuant to the provisions of this Agreement shall be subject to the following conditions: 4,1.1, The representations and warranties made by Seller in Section 3.1 hereof shall be true and correct on and as of Closing. 4.1.2. As of Closing, the status of title of the Property shall be as set forth in Section 2.2 hereof.. 4,13. Seller shall execute and deliver all documents and shall take all other actions required of Seller pursuant to Article 5. 4.1.4. Ail contracts which are not Continuing Contracts shall have been terminated at or prior to Closing and written evidence thereof submitted to Buyer. 4.1.5. Buyer shall have obtained adequate financing, as determined by Buyer in its sole discretion, for its acquisition, renovation and construction of the Property, including, but not limited to, a lender appraisal at or above the Purchase Price. 4.1.6. A valid, legally enforceable assignment of Seller's right, title, Interest, rights, duties, and obligations in the lease agreement between Seller and Daybreak Church, in a form and upon terms acceptable to Buyer In its sole discretion. 4.1.7, Seiler shall provide an updated elevator inspection as well as an updated certification that said elevator Is in good working order. 9 96324v2C:%NrPortbl\Maxn\MJC\975609 2.000 4.1.8, Buyer shall have obtained adequate assurances, as determined by Buyer in its soie discretion, that the Buyer's proposed use of the Property is permitted under the current zoning classification of the Property and Is not prohibited by any other land use restrictions. I 4.2 Conditions Precedent to the Oblinations of Seller, 9 In addition to any other conditions precedent stated in this Agreement, the obligations of Seller to sell the Property pursuant to the provisions of this Agreement shall be subject to the following conditions: 4.2,1. The representations and warranties made by Buyer In Section 3.2 hereof shall be true and correct on and as of Closing. 4.2.2. Buyer shall pay the Purchase Price, shall execute and deliver all documents, and shall take all other actions required of Buyer pursuant to Article 5. 4.2.3. The approval of the Cumberland Valley School District's Board. 4.2.4. Court approval of the transaction pursuant to Section 707 of the Pennsylvania Public School Code, 24 P.S. Sec. 7-707 (the Seiler and Buyer agree to extend the Closing If necessary to obtain said Court approval). ARTICLE 5 CLOSING 5.1 Time and Place. Unless this Agreement is extended or sooner terminated as permitted by the terms of this Agreement, Buyer and Seller agree to make full settlement on or before twenty (20) days following the expiration of the Evaluation Period (the "Closing"), at the offices of Latsha Davis & McKenna, P.C. or at such other time, place and date as may be mutually agreed upon by Buyer and Seller In writing. 5.2 Payment of Purchase Price. At Closing, Escrow Agent shall deliver the Deposit to Seller, and Buyer shall pay the balance of the Purchase Price as provided in Section 1.3.2. 53 Transfer of Title to Real Property. At Closing, and upon payment of the Purchase Price and full performance by Buyer, Seller shall convey to Buyer, by special warranty deed, title to the Real Property in fee simple absolute, subject to the Permitted Exceptions as defined In Section 2.2 hereof. 5,4 Closing Documents. Subject to the terms and conditions of this Agreement, the following documents shall be executed and/or delivered as of Closing: 10 96324v2CS\NrPortb1\Main\MJC\475609 2.OOC 5.4.1. Seller shall execute and deliver a special warranty deed conveying the Real Property to Buyer in a form mutually acceptable to Seller and Buyer. 5.4.2. Seller shall execute and deliver a Bill of Sale transferring to Buyer all of Seller's right, title and Interest in the Personal Property, If any, free and clear of all charges, security Interests, mortgages, liens, and encumbrances created or arising by or through Seiler (other than Permitted Exceptions). 5.4.3. Seller and Buyer shall each execute and deliver an Assignment and Assumption Agreement pursuant to which Seller shall assign, and Buyer shall from and after the date of Closing, assume, all of Seller's right, title, interest, rights, duties, and obligations under all Continuing Contracts in force and effect as of Closing, and such other matters (limited to Seller's rights therein and only to the extent assignable) as are to be assigned by Seller to Buyer hereunder (such other matters to Include any warran- ties, permits, licenses, and other items necessary or useful in connection with the operation of the Property). 5.4.4. To the extent not previously delivered, and to the extent in Seller's possession, at Closing Seller shall deliver to Buyer (1) the originals or true copies of all real estate tax records, utility bills, and other records relating to the use, ownership and operation of the Real Property during the period owned by Seiler; (il) all plans, specifica- tions and "as bullts" relating to the Real Property; (Iii) the most recent certificates of use and occupancy; (iv) any warranties, guarantees, operating manuals or documents, maintenance, supply, and service contracts, engineering data, and other documents respecting the use, operation, or ownership of the Property; (v) all access, operating, or other keys to the Property. 5.4.5. Seller and Buyer shall approve a closing statement reflecting costs and adjustments set forth In Sections 6.1 and 6.2. 5.4.6. Seller shall execute and deliver to Buyer an affidavit confirming that Seller Is not a "foreign person" under §1445 of the Code. 5.4.7. Seller and Buyer shall each execute and deliver an Assignment of Lease Agreement pursuant to which Seller shall assign, and Buyer shall from and after the date of Closing, assume, all of Seller's right, title, interest, rights, duties, and obligations under the Daybreak Church lease as of Closing. 5.5 Definition of Closing. All of the actions described in Sections 5.3 through 5.4 shall be deemed to have been taken simultaneously, none of such actions shall be deemed to have been taken unconditionally until all of such actions have been fully performed, and all of such actions are collectively referred to herein as "Closing." 5.6 Possession., Seller shall deliver possession of and occupancy to the Property to Buyer as of Closing, subject to all Permitted Exceptions, and any other matters permitted by this Agreement or created or otherwise consented to in writing by Buyer. 11 96329v2C:\NrPortbl\Main\MJC\975609 2.DCC ARTICLE 6 CLOSING COSTS AND ADJUSTMENTS 6.1 Closing Costs, Buyer shall pay the costs of recording the deed and other title transfer documents and the cost of any financing obtained by Buyer, including the fee owner's and any mortgagee's title policy, premiums, title commitment fees, recording fees, commitment fees and mortgage loan fees. Each party shall bear the fees of Its respective attorneys and advisors. Seller shall pay any brokerage commission due Seller's agent, Campbell Commercial Real Estate, Inc, ("Campbell") and to Buyer's agent, Wolfe & Company Realtors ("Wolfe"), in connection with this sale and purchase transaction. Realty transfer taxes and all other customary settlement charges shall be divided equally between Buyer and Seller. 6,2 Closing Adjustments. 6.2.1. Except as hereinafter specifically provided to the contrary, all current operating expenses, all real estate taxes, (on the basis of the actual fiscal years for which such taxes are assessed), business Improvement district taxes, other taxes and assessments (whether general or special); and all utilities, water and sewer charges shall be adjusted and prorated as of Closing, Income and expenses for periods up to and Including the Closing Date shall belong to Seller, Any credit due to Buyer pursuant to this subsection 6.2.1 shall be applied against the Purchase Price; and any, credit due to Seller pursuant to this Section 6.2.1 shall be paid by Buyer to Seller at Closing as an addition to the Purchase Price in the manner of payment set forth In Section 9.31. 6.2.2. Seller and Buyer acknowledge and agree that it may not be possible to effect a final reconciliation of all income and expense items that are to be adjusted until after Closing. The parties agree to cooperate in good faith In effecting such a final reconciliation and each party shall promptly pay (or reimburse the other party for) any expenses Item that is chargeable to the other party and shall promptly remit any income item to the other party if entitled thereto. 6.2.3. Seller shall use commercially reasonable efforts to arrange for the rendition of final bills by the utility companies Involved as of Closing, but in the event such final bills cannot be rendered or obtained by Closing, final adjustments shall be made within sixty (60) days after Closing. 6.3 Survival of Closing. The obligations of Seller and Buyer in this Article 6, shall survive Closing. ARTICLE 7 CASUALTY AND CONDEMNATION 7.1 Casualty. 7.1,1. Subject to the provisions of this Article 7, risk of loss or damage to the Property from fire or other casualty shall remain on Seller until Closing. From and after Closing all risk of loss or damage to the Property is assumed by Buyer. 12 96324v2C:\NrPortbl\Maih\MJC\975609 2,DOC 7.1.2. If any of the improvements included In the Real Property shall be destroyed or damaged prior to the Closing, and If either the estimated cost of repair or replacement exceeds Two Hundred Fifty Thousand Dollars ($250,000.), Buyer may, by written notice given to Seller within ten (10) days after receipt of written notice from Seller of such damage or destruction, elect to terminate this Agreement, in which event the rights, duties, obligations, and liabilities of all parties hereunder shall immediately terminate and be of no further force or effect, and the Deposit shall forthwith be returned to Buyer. If Buyer does not elect to terminate this Agreement pursuant to this Section 7.1.2, or has no right to terminate this Agreement (because the damage or destruction does not exceed $250,000,00), and the sale of the Property Is consummated, Purchaser shall receive an assignment of all insurance proceeds paid or payable to Seller by reason of such destruction or damage under Seller's insurance policies (less amounts of insurance theretofore received and applied by Seller to costs actually Incurred for restoration). Seller shall not settle or release any damage or destruction claims without obtaining Buyer's prior written consent In each case. All said insurance proceeds actually received by Seller and not already applied to costs actually Incurred for restoration prior to the date of Closing shall be paid by Seller to Buyer at Closing. If the amount of said casualty Insurance proceeds Is not settled by the date or Closing, Seller shall execute at Closing all proofs of loss, assignments of claim, and other similar instruments In order that Buyer receive all of Seller's right, title, and interest in and under said Insurance proceeds. 72 Cho demnation. If, on or prior to the Closing, all or any part of the Property which Buyer reasonably determines will materially interfere with the operation of the property is subjected to a bona fide threat of condemnation by a body having the power of eminent domain or Is taken by eminent domain or condemnation (or sale in lieu thereof), or If Seller has received written notice that any condemnation action or proceeding with respect to the Property Is contemplated by a body having the power of eminent domain, Seller shall give Buyer immediate written notice of such threatened or contemplated condemnation or of such taking or sale, and Buyer may by written notice to Seller given within ten (10) days of the receipt of such notice from Seller, elect to cancel this Agreement. If Buyer chooses to cancel this Agreement in accordance with this Section 7.2, the rights, duties, obligations, and liabilities of the parties hereunder shall immediately terminate and be of no further force and effect and the Deposit shall be returned to Buyer. If Buyer does not elect to cancel this Agreement In accordance herewith, this Agreement shall remain in full force and effect and the sale of the Property contemplated by this Agreement, less any interest taken by eminent domain or condemnation, or sale In lieu thereof, shall be effected with no further adjustment and without reduction of the Purchase Price, and at the Closing, Seller shall assign, transfer, and set over to Buyer all of the right, title, and interest of Seller in and to any awards that have been or that may thereafter be made for such taking. At such time as all or a part of the Property is subjected to a bona fide threat of condemnation and Buyer shall not have elected to terminate this Agreement as hereinabove provided, Buyer shall be permitted to participate In the proceedings as if Buyer were a party to the action. Seller shall not settle or agree to any award or payment pursuant to condemnation, eminent domain, or sale in lieu thereof without obtaining Buyer's prior written consent thereto in each case. ARTICLE 8 ESCROW AGENT 13 96324v2C:\NtP0Xth1Waia\MJC\978609 2.DOC 8.1 Appointment of Escrow Agent. The parties hereby designate the Title Insurer to serve as escrow agent hereunder (herein "Escrow Agent"). Escrow Agent shall serve as such hereunder without remuneration. 8.2 Duties of F,sorow Aunt. Escrow Agent shall deposit the Deposit, as received, In a federally-insured account in a bank or other financial institution mutually acceptable to Buyer and Seller in the name of Escrow Agent as escrow agent. Escrow Agent shall have the right to disburse the Deposit in accordance with the terms of this Agreement. The Escrow Agent shall have no liability to any party on account of Escrow Agent's failure to disburse the Deposit if a dispute shall have arisen with respect to the propriety of such disbursement; and, In the event of any dispute as to who is entitled to receive the Deposit the Escrow Agent may disburse it in accordance with the final order of a court of competent jurisdiction, or may deposit the Deposit with such a court pending a final decision of such controversy (and any reasonable attorney's fees or legal costs paid or Incurred by Escrow Agent shall be out-of-pocket disbursements for which the parties shall be liable to reimburse Escrow Agent). Escrow Agent shall be indemnified fully by Buyer and Seller for all its expenses, costs and reasonable legal fees incurred In connection with Its duties as escrow holder under this Escrow Agreement, including, without limitation, any Interpleader action that Escrow Agent might file to resolve any dispute as to the Deposit. If Escrow Agent Is made a party to any judicial, non-Judicial or administrative action, hearing or process based on the acts of Seller and Buyer and not on the willful misconduct and/or gross negligence of Escrow Agent in performing its duties hereunder, then the losing party shall indemnify, save and hold harmless Escrow Agent from the expenses, costs and reasonable attorney's fees incurred by Escrow Agent in responding to such actions, hearing or process. 8.3 Survival of Termination. I Escrow Agent's obligations to disburse or refund the Deposit, the obligation of the parties with respect to the reimbursement of Escrow Agent's out-of-pocket expenses and the other provisions of this Article 8 shall survive any termination of this Agreement. ARTICLE 9 MISCELLANEOUS 9.1 13rokereae. Seiler and Buyer represent and warrant to each other that neither has dealt with a broker in connection with this transaction except as set forth below. Seller and Buyer each warrant and represent to the other that, except as set forth below, no agent, broker, or finder has acted for the warranting party in connection with this Agreement or is entitled to compensation on account of the transactions contemplated hereby. Seller acknowledges that it has utilized the services of Campbell in connection with this transaction, and shall pay all brokerage commissions for the services of Campbell in accordance with their separate brokerage agreement. Buyer acknowledges that it has utilized the services of Wolfe In connection with this transaction, and both parties acknowledge that Seller shall pay all brokerage commissions for the services of Wolfe pursuant to the terms of the brokerage agreement between Seller and Campbell. Buyer and Seger each agree to Indemnify, defend and hold the other harmless from and against all 14 96324v2Ct\NrYortbl\t4ain\14JC\475609 2.DOC claims, demands, debts, liabilities, actions, causes of action, costs, and expenses (including reasonable attorneys' fees) that may be asserted against or paid or incurred by the indemnified party for, on account of, or in connection with any breach by the indemnifying party of its warranties and representations contained in this Section 9.1. The Indemnity obligations of the parties pursuant to this Section 9.1 shall survive Closing hereof and any termination hereof, 9.2 Remedies Upon Default. 9.2.1. Buyer and Seller agree that it would be impracticable and difficult to ascertain the actual damages which would be suffered by Seller if Buyer wrongfully fails to consummate the purchase and sale contemplated herein. Buyer and Seller have carefully considered the loss to Seller occasioned by taking the property off the market as a consequence of the negotiation and execution of this Agreement, the Seller's performance hereunder, and the other damages, general and special, which Buyer and Seller realize and recognize Seller will sustain but which cannot be calculated with certainty. Based on all those considerations, Buyer and Seller have agreed that the damage to Seller from an uncured breach by Buyer of its obligation to complete Closing would reasonably be expected to equal the amount of the Deposit. Accordingly, should Buyer default under any of the terms, covenants or conditions of this Agreement, and If Buyer fails to cure such breach or default within ten (10) days after written notice thereof from Seller, the Seller shall as Its sole and exclusive remedy, be entitled to be paid, and to retain, the Deposit as full and complete liquidated damages. Thereafter, this Agreement shall terminate, and the parties hereto shall have no further rights or obligations to each other under this Agreement, either at law or in equity or otherwise, except that the obligations of Buyer pursuant to the provisions of Section 2.1.1 (c)(111) shall continue In full force and effect. 9.2.2. Should Seller default under any of the terms, covenants or conditions of this Agreement, and Seller fails to cure such default within ten (10) days after written notice thereof from Buyer, Buyer shall be entitled either (1) to terminate this Agreement by giving Seller written notice of termination, In which event the Deposit shall be returned to Buyer, and the parties hereto shall have no further rights or obligations to each other under this Agreement, either at law or in equity or otherwise, except that the obligations of Buyer pursuant to the provisions of Section 2.1.1(c)(11) shall continue In full force and effect, or (11) to bring an action against Seller for specific performance. 9.3 Amendment. This Agreement may not be modified, amended, or discharged, and no provision hereof may be waived, except by an Instrument in writing and duty executed by the party against whom enforcement of the amendment, modification, discharge, or waiver is sought. 9.4 Notices. All notices, waivers, approvals, consents, demands, requests, or other communications (collectively, "Notices") which may be or are required to be given, served, or sent by any party hereto to the other party hereto pursuant to, or in connection with, this Agreement shall be in writing and shall be hand delivered, sent by Federal Express, or similar overnight delivery service, or mailed by registered or certified mall, return receipt requested, addressed as follows: If to Seller: Cumberland Valley School District is 96329v2C:\NrPortbl\Main\MJC\475604 2,DOC 6746 Carlisle Pike Mechanicsburg, PA 17050 Attn: Mike Willis With a copy to: Johnson, Duffle, Stewart & Weidner 301 Market Street Lemoyne, PA 17043 Attn: Jerry R. Duffle, Esq. If to Buyer LIFE Lutheran Services, Inc. 2700 Luther Drive Chambersburg, PA 17202 Attn: Terry Shade, CEO With a copy to: Latsha Davis & McKenna, P.C. 1700 Bent Creek Blvd., Ste. 140 Mechanicsburg, PA 17060 Kimber L. Latsha, Esq. If to Escrow Commonwealth Land Title Agent: Insurance Company 1700 Market Street, Suite 2110, Philadelphia, PA 19103 Alan D. Keiser, Esq. Notice sent by hand delivery shall be presumed to be received on the day on which it Is actually delivered or transmitted. Notice sent by Federal Express or other overnight delivery service shall be presumed to be received the next business day after It is sent. Notice sent by registered or certified mail shall be presumed to be received two (2) days after it is sent. Each party may designate by Notice in writing, at least five (5) business days before its effective date, a new address or addressee to which any Notice may thereafter be given, served, or sent. Each Notice which Is given, served, or sent in the manner specified in this Section 9.4 shall be deemed to have been given and received on the date of delivery or as of the date on which delivery is refused or unclaimed by the addressee upon presentation. 9.5 Assignment. Buyer shall have the right to assign-this Agreement one (1) time without Seller's prior consent (but shall give prompt notice thereof to Seiler) to an affiliate or subsidiary of Buyer. Otherwise, Buyer shall have no right to assign this Agreement unless Seller's prior written consent is obtained. 16 96329v2C:\Nr.Rortbl.\Main\MJC\975609_2.000 i 9.6 Section Deleted, 9,7 Section Deleted. 9.8 Parties Bound. All terms, conditions, covenants, warranties, representations, agreements, undertakings, and obligations hereunder shall be binding upon and inure to the benefit of the parties hereto and their respective legal representatives, successors, and permitted assigns. 9,9 Time of Essence. TIME IS OF THE ESSENCE FOR THIS AGRE=EMENT, 9.10 Waiver The waiver by either of the parties hereto of a breach of or a default under any of the provisions of this Agreement shall not thereafter be construed as a waiver of any subsequent breach or default of a similar nature. The failure of either of the parties, on one or more occasions, to enforce any of the provisions of this Agreement or to exercise any right or privilege hereunder shall not be construed as a waiver of any of such provisions, rights, or privileges hereunder, 9.11 Construction Buyer and Seller acknowledge that they both participated equally In the negotiation and drafting of this Agreement and that, accordingly, no court construing this Agreement shall construe it more stringently against one of such parties than against the other. 9.12 Severability, In the event any one or more of the provisions contained In this Agreement shall for any reason be held to be invalid, illegal or unenforceable In any respect, such invalidity, illegality or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein, 9.13 Entire Agreement This Agreement, including the Exhibits which are an integral part hereof, constitutes the entire agreement between Seller and Buyer with respect to the transactions contemplated herein, and It supersedes all prior oral or written agreements, commitments, or understandings with respect to the matters provided for herein. No agreements, representations, or warranties have been made by Buyer or Seller except as specifically set forth In this Agreement, and in particular, no oral or written expression, or non-verbal conduct of a person Intended by such person as a substitute for oral or written expression, will be attributed to Buyer or Seller as an agreement or a warranty or representation, except as specifically set forth in this Agreement. The provisions of this Section 9.13 shall survive Closing or a termination of this Agreement, i I 17 i 96324v2c:\NrPortb1\N81n\N0C\975609 2.DQC 9.14 Pronouns. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identity of the person or entity may require. 9.15 ea i Article and Section headings contained In this Agreement are Inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 9.16 Applicable Law. This Agreement shall be given effect and construed by application of the law of the Commonwealth of Pennsylvania without regard to principles of conflicts of laws. 9.17 Covenant Against Recording. This Agreement shall not be recorded in any public record, and neither party shall cause to be recorded a notice of the existence of this Agreement, or any other writing asserting an interest in the Property prior to the Closing. Any recordation In violation of this Section 9.17 shall relieve the non-recording party from any further obligation, and shall entitle that party to resort to the remedies provided in Section 9,2. 9.18 Comautatlon of Time. In computing any time for giving Notices or other period of time prescribed or allowed by any provision of this Agreement, the day of the act, event, or default from which the designated period of firne begins to run shall not be included. The last day of the period so computed shall be Included, unless it is a Saturday, Sunday, or a legal holiday In Philadelphia, Pennsylvania in which event the period runs until 5:00 p.m. eastern standard-time on the next day which Is not a Saturday, Sunday or legal holiday. Unless otherwise specified herein, all notice or other periods expire as of 5:00 p.m., eastern standard time on the last day of the notice or other period. 9.19 Counterparts. Execution. This Agreement may be executed in counterparts by the parties, each of which shall be deemed an original document, and all of which together shall be considered a single document. Facsimile or pdf copies of signatures shall be treated as original signatures for purposes of this Agreement and any Amendments thereto. 9.20 Waiver of Tender. The tender of an executed Deed by Seller and the tender by Buyer of the Purchase Price at Closing are hereby mutually waived; but nothing herein contained shall be construed as a waiver of Seller's obligation to deliver the Deed and/or of the concurrent obligation of Buyer to pay the Purchase Price at Closing. 19 96324vZC:\NrPortbl\Main\NJC\475609 2,DGC - IN WITNESS WHEREOF, Seller and Buyer have caused this Agreement to be executed and delivered as of the date first above written. WITNESSES: Date: SELLER: CUMBERLAND VALLEY SCH 00 DISTRICT i B Na Ar S.. Titl y?ne;, c{n BUYER: LIFE LUTHERAN SERVICES, INC. B : ?-- ESCROW COMMONWEALTH LAND TITLE AGENT: INSURANCE COMPANY Name. Ter Sh Date: j Title: CE Date: :47660M 96324v2C:\NrPortb7.\Main\tQC\475609_2.DOC .By: Name: Title: 19 EXHIBIT A LEGAL DESCRIPTION OF LAND ZD 96324v2C;\NrPOrt41\Main\MJC\475609 7..DOC EXHIBIT B 1 IST t -F QQRT3 GT.rl. 21 96324v2c:\NrPOrtibl\Main\MJC\475609_2.DOC Exhibit B AFFIDAVITS COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND : ss. PATRICK F. NOONE, being duly sworn according to law, deposes and says that he is a Pennsylvania certified general real estate appraiser, that he is familiar with the values of commercial real estate in Cumberland County, in general, and in Hampden Township, in particular; that he has examined the Cumberland Valley School District property located at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania, 17050 (formerly known as "Shaull Elementary School'), comprised of Tax Parcel Nos. 10-14- 0840-034, 10-14-0840-029, and 10-14-0840-033A, with approximately 11.81 acres of land situate therein; that he has a file memorandum in support of this conclusion; that the price of $2,350,000.00 for such premises is a fair and reasonable price; that in his opinion, a better price could not be had at public sale for such property; and that he is not interested, either directly or indirectly in the purchase or sale of this property. PATRICK F. NOON Sworn to and subscribed before me this day of IF Ir7 . , 2012. No ary Public COMMONWEALTH OF PENNSYLVANIA NOTARIAL SEAL Gail J. Mahoney, Notary Public Lemoyne Borough, Cumberland County commission expires Febnwy 19, 2014 :475928v2 COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND ss. JEFFREY A. WALTERS, being duly sworn according to law, deposes and says that he is a Pennsylvania certified general real estate appraiser, that he is familiar with the values of commercial real estate in Cumberland County, in general, and in Hampden Township, in particular; that he has examined the Cumberland Valley School District property located at 1920 Good Hope Road, Mechanicsburg, Hampden Township, Cumberland County, Pennsylvania, 17050 (formerly known as "Shaull Elementary School"), comprised of Tax Parcel Nos. 10-14- 0840-034, 10-14-0840-029, and 10-14-0840-033A, with approximately 11.81 acres of land situate therein; that he has a file memorandum in support of this conclusion; that the price of $2,350,000.00 for such premises is a fair and reasonable price; that in his opinion, a better price could not be had at public sale for such property; and that he is not interested, either directly or indirectly in the purchase or sale of this property. 4( 64 Sworn to and subscribed before me this 1 ' day of N161-0h , 2012. Notary Public COMMQNwr-ALTN OF PENNSYLVANIA Notarial Seal Lori A. Richard, Notary Public Lemoyne Boro, Cumberland County My Commission Expires Nov. 12, 2014 Member. Pennsvlvania Association of Notaries JEFFREY Al. WALTERS :4759280 f I?RRY R. DL'''EII; -- WADE D. MANLFE RICHARD W STEe U1 1: !_l;":vB4rrij D. SNOVER I I)Nl[:ND Gv MYERS L A W O F F I C E S S 0R:1tl E. 11OEFAlAN D \\ ID W Di l t!cE. (l6(I i N B. M( CLAIN (OIIN a S111LFR l 11 \SON ?OIItiA F[,o IEI:FF.RSO\ I SHIPM VN I I ti ,SES S. WILSON MARK B. I?ITI?, DU FFIE OF COUNSEL ?1:1R1? C. D[ ITT ?oHN R Wmy K? I1()RACEA. ImiNsm ICHAEL 1. , \SSID`= C ROY WEIDNER. IR. Mt.l ISS V PI1. GRE.FV ,r t SIAN(T P. BRLNT XO, 118 Lt i(>- w.(oln March 2, 2012 Melissa H. Calvanelli, Court Administrator Cumberland County Court of Common Pleas One Courthouse Square, Room 301 Carlisle, PA 17013 Re: Petition of Cumberland Valley School District for Sale of Unused and Unnecessary Land Dear Ms. Calvanelli: I write this letter in my capacity as Solicitor for Cumberland Valley School District, which has filed the attached Petition seeking Court approval of the sale of unused and unnecessary land. Specifically, Cumberland Valley School District is seeking permission to sell approximately 11.81 acres of land, located in Hampden Township, Cumberland County, Pennsylvania, which includes a building commonly referred to as "Old Shaull Elementary School." Cumberland Valley School District is seeking approval of the sale of the unused and unnecessary land pursuant to Section 707 of the Public School Code, 24 P.S. §7-707. With this letter, we respectfully request that the Court expedite scheduling a hearing on the enclosed Petition. The buyer of the property is eager to consummate the sale. Please note that Section 707 of the Public School Code requires Cumberland Valley School District to give public notice of the hearing by posting hand bills on the property and in the general vicinity as well as advertising the public notice in newspapers of general circulation and in the County legal newspaper once a week for three consecutive weeks before the date fixed for said sale. See, 24 P.S. §7-707(1) and (3). Consequently, we will require approximately 30 days from the issuance of the Order scheduling the hearing and the actual date of the hearing, in order to comply with the public notice requirements set forth in Section 707. Thank you in advance for your kind consideration and assistance with this request. Very truly yours, JOHNSON, DUFFIE, STEWART & WEIDNER Michael J. Cassidy MJC:bf:484377 Enclosure 301 MARKET STREET P.O. BOX 109 LEMOYNE. PENNSYLVANIA 17043-0109 WWW.JDSWCOM 717.761.4540 FAX: 717.761.3015 PYIAIL@JDSW.COM JOHNSON, DUFFIE, STEWART & WEIDNER, P.C. PETITION OF : IN THE COURT OF COMMON PLEAS CUMBERLAND VALLEY SCHOOL DISTRICT CUMBERLAND COUNTY, PENNSYLVANIA FOR SALE OF UNUSED AND UNNECESSARY LAND NO. 12-1418 Civil ORDER OF COURT AND NOW, this 12th day of March, 2012, the Order of Court dated March 8, 2012, scheduling a hearing in the above-captioned matter for May 30, 2012, at 1:30 p.m., is hereby RESCINDED. The hearing on the Petition filed by Cumberland Valley School District in the above-captioned matter is hereby rescheduled for April 20, 2012, at 2:00 p.m. in Courtroom Number 2. The Petitioner is hereby directed to give public notice of the date, time, and purpose of the hearing, in accordance with Section 707(1) of the Public School Code of 1949, 24 P.S. §7-707(1) by advertising said Public Notice in one or more newspapers of general circulation published within Cumberland Valley School District and in the Cumberland Law Journal, once a week for three (3) consecutive weeks before the date set for said hearing, and by hand bills, one (1) or more of which must be posted on the property proposed to be sold, and at least five (5) of which must be posted at conspicuous placed within the vicinity of said real estate. By the Court: Michael J. Cassidy, Esquire Attorney for Petitioner 1 OP/ pa,lrc '\*, -?' s' 577. Ebert, Jr., J. a r =M *!- ? rv w ?- CA) IN RE: PETITION OF CUMBERLAND VALLEY SCHOOL DISTRICT FOR SALE OF UNUSED AND UNNECESSARY LAND IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA NO. 12-1418 CIVIL TERM ORDER OF COURT AND NOW, this 20th day of April, 2012, upon consideration of the Cumberland Valley School District's Petition for Sale of Unused and Unnecessary Land, and the court being satisfied that the price articulated for the sale of this school is a fair and reasonable price, that price being $2,350,000.00, and that notice of this hearing was properly published according to law, IT IS HEREBY ORDERED AND DIRECTED that the Petition of Cumberland Valley School District for the Sale of Unused and Unnecessary Land is approved. By the Court, M. L. Ebert, Jr., J. z ? "L7? rs - -r, -;-? TI mcm 0 C (nr- Cn 8 /Michael J. Cassidy, Esquire For Cumberland Valley School District x mt f eol y ",led 4/D 4//a- ,t?GG