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FILtt)..0rf 1 C E OF THE PROT,1-10-140 WRY 213 DEC 1 I AM 1!: 18 CUMBERLAND COUNTY PENNSYLVANIA IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: - SALE OF REAL PROPERTY OWNED BY BIG SPRING SCHOOL DISTRICT NO. SITUATE IN UPPER FRANKFORD TOWNSHIP,.: CUMBERLAND COUNTY, PENNSYLVANIA PETITION FOR THE APPROVAL OF THE PRIVATE SALE OF UNNECESSARY AND UNUSED LANDS AND BUILDINGS OWNED BY THE BIG SPRING SCHOOL DISTRICT PURSUANT TO 24 P.S. 7-707,AS AMENDED AND SUPPLEMENTED AND NOW, comes the Petitioner, the Big Spring School District, by and through its solicitor, Stock and Leader, and files this Petition for Approval of the Private Sale of Unnecessary and Unused Lands and Buildings, pursuant to Section 7-707 of the Public School Code (24 P.S. 7-707), as amended and supplemented, as follows: 1. Petitioner, the Big Spring School District ("District"), is a duly organized Pennsylvania school district with principal offices at 45 Mount Rock Road, Newville, Cumberland County, Pennsylvania 17241. 2. Petitioner is the owner of two (2) tracts of land known formerly as the Frankford Elementary School at 3967 Enola Road, Newville, Pennsylvania 17241, identified as Cumberland County Tax Parcel No.: 43-04-0387-058-EX, which tracts contain approximately �hA � tf 0110618- 1 ck Wt ten and three tenths (10.3) acres of land, along with the improvements thereon, situate in the Township of Upper Frankford, Cumberland County, Pennsylvania, and is more fully described in the below-identified deed. 3. Petitioner acquired title to the subject property by virtue of a Deed, dated September 21, 1981, which Deed is recorded in the Office of the Recorder of Deeds in and for Cumberland County on September 21, 1981, at Deed Book 29-0, Page 302. A true and correct copy of said Deed is attached hereto as Exhibit "A" and is incorporated herein by reference. 4. The following is a brief description of the improvement which is associated with the proposed sale: The subject real estate is improved with a one story brick school building with 14 rooms, including classrooms, library, all-purpose room with kitchen, office, restrooms, mechanical room, storage areas and one modular classroom. The building contains approximately 15,659 square feet and appears to be in average condition. Further, the property is improved with an asphalt parking lot for approximately 25 vehicles, sidewalks and an asphalt playground area. 5. In June of 2007,the District ceased using the property as an elementary school. 6. Thereafter, the District entered into a lease agreement with the Yellow Breeches Education Center, Inc., on June 30, 2008 and the Yellow Breeches Education Center, Inc., has leased the property since that time. 7. The Yellow Breeches Education Center, Inc. has used the subject property as a school providing alternative education programs. 0110618- 2 8. The District obtained a Summary Appraisal Report, as of June 12, 2012, of the subject property from Steven W. Barrett, which Summary Appraisal Report gave a range of values, based on sales comparisons between $313,180.00 and $391,475.00, with an opinion of value at $325,000.00. Furthermore, said Summary Appraisal Report included a range of values, based on an income approach, between $350,000.00 and $365,000.00 and an opinion of value at $350,000.00. Finally, the Summary Appraisal Report reconciled the two valuation approaches with a conclusion of value at $325,000.00. 9. Prior to entering into the Agreement of Sale with the Purchaser, and as early as 2007, the District began to review deferred maintenance and repairs to the Frankford Elementary School to make the property saleable. 10. The District identified the following items of deferred maintenance and repairs: a. Abatement of asbestos around steam pipes $26,000.00 b. Roof Replacement* per Garland Roofing Estimate of $21.00/sq.ft. for 15,659 sq.ft. roof $328,839.00 c. Window Replacement $110,000.00 d. Repave/cap drive and parking area per 2007 estimate, adjusted by 3%per year to present $85,000.00 Total $549,834.00 *Roof was replaced in summer of 1993 with a 15 year warranty, which expired in September of 2008. 11. The District entered into an Agreement of Sale, dated April 2013, with Yellow Breeches Education Center, Inc. ("Purchaser"), for the sale and purchase of the subject property. A true and correct copy of said Agreement of Sale and the minutes of the Board of Directors 01]0618- 3 accepting the Agreement of Sale and authorizing its execution are attached hereto, incorporated herein and marked as Exhibits "B" and "C". 12. The sales price for the subject property is stated in the Agreement of Sale as Three Hundred Twenty-Five Thousand and 00/100 ($325,000.00) Dollars to be paid as follows: Cash $118,012.00 One (1) Special Education tuition slot per year for Seven (7) years (includes 2%projected annual increase) $181,988.00 Adventure Education on site for One (1) years $25,000.00 Total $325,000.00 13. The portion of the purchase price that is tied to the future tuition slot and the Adventure Educational service will be secured by a promissory note and mortgage. 14. Said amount of deferred maintenance and repairs identified by the District exceeded the proposed purchase price of the subject property in the Agreement of Sale. 15. The Agreement of Sale did not require the District to undertake or complete any of the above-referenced items of deferred maintenance and repairs. 16. Subsequent to entering into the Agreement of Sale, the Purchaser caused the subject property to be inspected as a part of its due diligence. 17. The Purchaser received an estimate, dated May 23, 2013, from Progressive Services, Inc., in the base amount of $88,500.00 to re-roof the subject property. A true and correct copy of said estimate is attached hereto as Exhibit "D", which Exhibit is incorporated herein by reference. 0110618- 4 18. The Purchaser further identified the need to replace all fixtures, switches, ballasts and lamps throughout the subject property. 19. The Purchaser received an estimate, dated June 14, 2013, from Kevin L. Oakes, in the amount of $27,093.00 to provide all labor and material to demolish and dispose of the old fixtures, bulbs, ballasts and switches and to replace the same. A true and correct copy of said Estimate is attached hereto as Exhibit `B" and is incorporated herein by reference. 20. Based upon the foregoing items of deferred maintenance and repair, the Purchaser approached the District.with a request to reduce the sales price set forth in the Agreement of Sale. 21. Thereafter, the District and the Purchaser entered into a Second Endorsement to the Agreement of Sale to remove the due diligence period, to provide a settlement date of December 31, 2013, and to reduce the Sales Price from $325,000.00 to $220,404.00. A true and correct copy of said Second Endorsement to the Agreement of Sale and the minutes of the Board of School Directors accepting the Agreement of Sale and authorizing its execution are attached hereto as Exhibit"F" and "G" and is incorporated herein by reference. 22. Pursuant to the Second Endorsement, the sales price will be paid as follows: Cash $68,012.00 One (1) special education tuition slot per year for five (5) years (includes a 2% increase per year) $127,392.00 Adventure Education on site for One (1) year $25,000.00 TOTAL $220,404.00 0110618- 5 23. The District subsequently obtained an estimate of the cost to re-roof the subject property in order to reconcile the disparity between the earlier estimate provided by Garland Roofing and the estimate submitted by the Purchaser. 24. The District received an estimate, dated November 11, 2013, from David M. Maines Associates, Inc., in the amount of$165,000.00 to re-roof the subject property. A true and correct copy of said estimate is attached hereto as Exhibit"H" and is incorporated herein by reference. 25. Given that the Maines estimate includes labor based upon prevailing wage and the Purchasers estimate is not, the difference between the Maines estimate and the Purchaser's estimate is understandable. 26. Using the Maines estimate of the cost to re-roof the subject property and all other items of deferred repairs and maintenance, the District will avoid the expenditure of approximately $386,000 by selling the property. 27. Taking into account the foregoing, the District believes the revised purchase price to be fair and reasonable and likely more than the District could obtain at public sale. 28. As required by 24 P.S. §7-707 and in support of this Petition, Petitioner attaches the affidavits of two (2) real estate professionals familiar with the values of non-residential real estate in Upper Frankford Township, Cumberland County, Pennsylvania. Said affidavits are attached hereto as Exhibits "I" and "Y' and are incorporated herein by reference. WHEREFORE, Petitioner, the Big Spring School District, respectfully requests that this Honorable Court: a. Set a date and time for a hearing on the foregoing Petition; 0110618- 6 b. Direct that the public notice be given by the Petitioner pursuant to 24 P.S. §707(1); and c. Approve the proposed private sale of the subject property to Yellow Breeches Education Center, Inc., pursuant to the terms and conditions of the Agreement of Sale, dated April 2013, and amended by the Second Endorsement to the Agreement of Sale, dated October 2013. Respectfully Submitted, STOCK AND LEADER Date: By:_ Philip ft. §pare, Esquire Court ID # 65200 David A. Jones, 1I, Esquire Court ID # 82153 Attorneys for Petitioner Stock and Leader, LLP Susquehanna Commerce Center East 221 West Philadelphia St., Ste. 600 York, PA 17401 Phone: (717) 846-9800 0110618- 7 VERIFICATION I hereby affirm that the following facts are correct: I am the Superintendent of the Board of School Directors for the Big Spring School District in the foregoing action. I have been authorized by action of the Board of School Directors to execute all documents necessary to accomplish the sale of the real property. The attached Petition for Approval of Private Sale is based upon information which has been furnished to counsel and information which has been gathered by counsel in the preparation of this document. The language of the Petition is that of counsel and not mine. I have read the Petition and,to the extent that the same is based upon information which I have given to counsel, it is true and correct to the best of my knowledge, information and belief. To the extent that the content of.the Petition is that of counsel, I have relied upon counsel in making this Verification. I hereby acknowledge that the averments of fact set forth in the aforesaid Petition are made subject to the penalties of 18 Pa. C.S. §4904 relating to unworn falsification to authorities. BIG SPRING SCHOOL D TRICT Date: 1�"����a��� By: Superintendent 0110618- �� EXH/B/T �q .. i t' zzt-TS--hoed from Ooroomtlau to Individual or Ow ;SEmt Form Warrwaty. Henry Hdl,Sac..Jndlaoa.P. , MADE THE day of �- in the year of s our Lord one thousand nine hundred eighty-one (1981) BETWEEN THE CENTRAL CUMBERLAND COUNTY JOINT SCHOOL DISTRICT AUTHORITY, of Cumberland County, Pennsylvania, . and c BIG SPRING SCHOOL DISTRICT, Newville, Cumberland County,' Pennsylvania, j t 0 L:- 4 WITNESSETH,that the said Grantor t� ^s for and in consideration of the sum of One Dollar ($1.00) lawful money of the United States of America,unto it well and truly paid by the said Grantee s at and before the sealing and delivery of these presents, ` the receipt whereof is hereby acknowledged, has granted, bargained,sold,aliened, enfeoffed,released and confirmed, and by these presents does grant, bargain, sell, alien,enfeoff,release and confirm unto the said grantee, its successors and assigns, ALL those two certain tracts of land in Upper Frankford Township, Cumberland County, Pennsylvania, more particularly described as i' follows: TRACT NO. 1: BEGINNING at a public highway leading from Bioser- vi ll a to Enola at line of lands of C. Everett.Warner and wife; thence along said highway, the following courses and distances; , north 13 degrees 8 minutes east 176.96 feet; north 24 degrees 32 minutes east 100 feet; north 44 degrees 37 minutes east-100 feet; v thence north 64 degrees 27 minutes east 377 feet; north 71 degrees 54 minutes east 235.8 feet to a point at lands of Merrill F. Warner and wife; thence along said lands south 18 degrees 47 minutes east 561 feet to an iron pipe; thence south 71 degrees 54 minutes west J 858.79 feet to a stake in lines of the said C. Everett Warner and wife; thence along the same, north 19 degrees 30 minutes west 241.36 :l feet to the place of Beginning. Containing 20 acres. TRACT NO. 2 - BEGINNING at a point in the center line of the public highway ceding from Bloserville to Carlisle Springs at the junction of other lands conveyed by Merrill F. Warner and Frances C. Warner to the School District of Lower Frankford Township and the School District of Upper Frankford Township; thence along said last men- tioned ,property, south 19 degrees 30 minutes east 241.36 feet to a point in other lands of C. Everett Warner and wife; thence along said lands south 71 degrees 54 minutes west 109.97 feet to a point in the center of said public road; thence along the center of said public road, north ll degrees 7 minutes west 267.66 feet to the place of Beginning. Containing .3 of an acre. BEING the same which the School District of Lower Frankford Township, v. Cumberland County, Pennsylvania and the School District of Upper Frankford Township, Cumberland County, Pennsylvania by deed dated August 9, 1954 recorded in the office of Recorder of Deeds for y. Cumberland County, Pennsylvania in Deed Book "Xtt, Vol. 15, Page 424, conveyed to the Central Cumberland County Joint School District Authority of Cumberland County, the grantor herein. sucr,�2.� rnii: 302 The conveyance is pursuant to the resolution of the Central Cumber- land County Joint School District Authority passed unanimously at a regular meeting on May 11, 1981 to transfer ownership to the Big Spring School District all property covered by the 1954 and 1963 A bonds issued by the Authority which have now been paid, • i I 303 � r TOGETHER with all and singular the ways,waters,water-courses,rights,liberties,privileges, hereditaments and appurtenances whatsoever thereunto belonging,or in anywise appertaining,and. the reversions and remainders,rents,issues and profits thereof;and all the estate,right,title,in. terest,property, claim and demand whatsoever, of the grantor in law,equity,or otherwise howsoever,of,in and to the same and every part thereof, TO HAVE AND TO HOLD the said mentioned and intended so to be with the appurtenanceseattame7it8 and premises hereby.g+nnted or unto the said grantee, its successors and assigns,to and for the only proper use and behoof of the said grantee, its successors and assigns forever. I i i i AND the said grantor hereby covenant,and agree, that it will warrant generally t! the property hereby conveyed. f I ; f IN WITNESS WHEREOF, the said Central'Cumberland County Joint School District Authority has caused this Indenture to be signed in its corporate name by its President,and has caused to be affixed hereunto the common and cor- porate seal of the said corporation,attested by its Secretary,the day and year first above written. C ' THE CENTRAL CUPQBERLAND COUNTY JOINT SCHOOL DISTRICT AUTHORITY r $v Chairman ,Pejident— t Clinton F. Beckner Attest: t Secretary. Markwood C. Reid S l - } GIi�K V 25 304 s State of PENNSYLVANIA sa. C-nty of CUMBERLAND p On this,the ,; 1` day of �` ,19 81,before me, j the undersigned officer,personally appeared Clinton F. Beekner who acknowledged himself to be the ' Chairman of The Central Cumberland j County Joint:.School District Authority i a corporatifna,and that lie as such Chairman being authorized to do so, I executed the foregoing instrument for the purposes therein contained by signing the namq_0;1he corporation by himself as In witness whereof,I hereunto set my hand an offieial seal. ••N t:•;,;. 2 ._44.e,c,1 w," tip _ Notar Public :i „`k •• .-'m7c4i-, Title.of.O�B.e4'i.rS;�i• i,..;. CERTIFICATE OF RESIDENCE _I..___...___. _�._do hereby certify that the precise residence and complete post of ze address of the within named grantee is R. D. 2, Box 98, Newville, �PA 17241!� t19 jAttorney for _.__,-._--••--._---_.__._....._:..._.._.._ I a � x H x z z a OF W M C7 Eh ~W 1 . State of_........../ - •- •• -- • rP.�/_._. L�•�,,� �as. County of RECORDED on this.....1-1.72 - — day of.� --- A. D. 19_UZ, in the Recorders office of said County,in Deed Book tt Vol....._..P..3..1._'.....,Page- •- i Given under my hand and the..eQ1,of the said o�f c, e date above written. _ :.`. Recorder. �vc!�29 racz 305 i( . I i EXH/B/T �g., i AGREEAMNT FOR THE SALE OF COVIIMCLdaL REAL ESTATE ABC � 7$1e Armrameurraeded eadetgeovedmr,irutaotratddad m sael►y,droaiaahereeitb 1�aylv�AaoeiallouetRBA IJI'ORSm(p/�R). BELLBR'S BUBAVEBS RUATIONiiV WITH PA LICENEW.SROMM. BROKER(Company)ROM -Any Wensettae to Bxok*;r sba21 xwm Bull",a PHONE ADDRESS FAX i LICENSEEN Designated Agent? 13 Yea ❑No ` BROKER 18 THE AGENT FOR SSLLSR OR Of ebecked below): Broker is W OT the eat for Seller and h ales: ❑AGENT FOR BUYER []TRANSACnON LICHl48EE BUYER'S BUSINESS RELATIONSIRV WITH PA LICEN9SD BROKER BROKER(Company)XM– Attu rwtazettco o L=a kar alsall mama Auver l a attornov PHONE ADDRESS FAX LICENSEE) Designated Agent? 0 Yu ©No BROKER IS T111C AGENT FOR BUYER. Olt(If checked below); Broker is NOT tge ABmt for Buys and to alam M AGP,Nil FOR S ILLEN 0 SUBAGttNT FOR SELIAR 13"ANSACPION W CENSIE When the some Broker 4 Agent for 43alter and Agent for Buyer.Broker to a Duel Agent.All of 8reWs Itceusees are aim Dual Agents UNLESS ' there are separete Dealsootcd Agents for Buyer and Seger,if the tame Licensee lo dett>preted for&Mtr and Buyer,the Liewsee is a Dnai Agent: 1 1. This Agreement,dated Apxil 1 2013 to between 2 SEURNs): Rig Spring Sohool District, 45 Mount hook Rond, NettvIlls, Pal 17241 3 5 ca "Seller,"an 4;Tel otr Brasaboo Schaaf cm Cwater, Ino., 7 gRRjR1le Road, Carliale, PA 7015 i B 9 i 14 11 ,called"Buyer." 12 2. MG—rMY.Seller hereby agrees to sell and convey to Buyer,who hereby agrees to puirermet 13 ALL THAT CERTAIW lotor piece of ground with btdldings and improvements thereon erected,Many,lomwn as: rzank2ard i I 14 zlemomt4EX Sohwl, 3967 Efnola Roadr Neareillet Paraal #43-04-0387-DfiB-ti$, Bead BocE 0-+2'8. Pala 802, 15 ooasi,et nna of 10 acres, 1=a,ox less 16 j 17 o t e of Upper 1Pr ord County of ram I 18 Conunonweaith of Pennsylvania.Identifleptton{e g., ax ID#,Parcel 0;Lot,$oak;Aced Beak,Page,Recording Date)� 14 20 f j 21 i 22 3. TOMS Z3 (A) PurebasePriee$325,000.00 us.Dollars, 24 which will be paid 6 Miar by Bu)W as fo s: 25 1. Crib or check at signing this Agmament: to Stook 5 Leader $ 5,000.DD i Z6 2. Cash or chwk widda days ofthe exacution ofthis cntr $ 27 3. Seller i'inanci Z $ 20b;988,00 i 2B 4. $ j 29 5. Cash or osshlees cc la rue settleme;t: $ 113,012.00 30 TOTAT. S 325,00e.00 31 (B) Deposits paid by Buyer within 30 DAYS of settlement will he by cash or cashier's check,Deposits,regardless 014W rim—a paymon an 32 I 33 il►e person dasignated as payee,=ire paid in U.&Dollars to Broker for Seiler(unions othwwtse stated hero), i 34 36 ,who w'�n depos is n an mrow account until eansummation or termination of is Agreement In conformity wl all appilcabie laws an regulations.Any 37 chock tendered as deposit monies may be held uncashed pending the acceptance of this Agotnnent 39 .(C) Seller's written approval on or before: May 3Q, 2013 40 (D) Settlement to be on Ootedmv 1 2013 ,ore Oyer 4@ gaiter 40m 41 Buyer Initiaise ASC Page i of P Seller Initiais: Revised 8111 Board Secretary _ Board President lt!l- ` Pennsylvania Aseociatton of RMALTORS' COPYRIGHT-PEM1 MYAMA AWOCIAMON OF REALTDRS9 2011 100 1 Sddis,Sullivan&Rogan 26 Weft High Su at Carlista.PA 17013 Phone:(717)243.6222 Fax:(717)243.6510 RobatSatdis Yellow Bresahes- ' Ffa&oQdWRh2WQMIDby2d0z t reamRumnWaRa4FmW,Md*m4fi= 1 1 t 42 (E) Conveyance from Seller will be by fee simple deed of special warranty unless otherwise stated here: 43 44 45 46 47 (F7 Payment o transfer taxes will be divided equally between 86yerand Seller unless otherwise stated here: 48 49 50 51 (G) At time of settlement, the following will be adjusted pro-rata on a daily basis between Buyer and Seller,reimbursing where applicable: taxes 52 (see Notices and Information Regarding Rcal Estate'raxcs); rents; interest on mortgage assumptions;condominium fees, it'any; water and/or 53 sewer fees, If any;together with any other lienable municipal service.All charges will be pro-rated for the period(s)covered. Seller will pay up 34 to and including the date of settlement and Buyer will pay for all days following settlement,unless otherwise slated here: except those 55 paid for by Buyer, pursuant to its Hxistinq Lease 56 57 (H) Buyer will reimburse Seller for the actual costs of o-my remaining heating,cooking or other tiles stored on The Property at the time of sett ement, 58 unless otherwise stated here: 9uyer purohased and shall retain ownership. 59 60 4. F ixT 8i A P OP ( -0 61 (A) INCLUDED In this sale are all existng items permanently installed in the Property,free of liens,including plumbing;heating;HVAC cquip- 62 ment;lighting fixtures(including chandeliers and ceiling funs);and water treatment systems,unless otherwise stated below.Also included: 63 64 65 66 67 68 (B) LEASED items(not owned by Seller): 69 70 71 77. 73 74 (C) E, fixtures and Itemr None 75 76 77 78 79 30 s. POSSESSION 81 (A) Possession is to be delivered by decd,keys and: 82 1. Physical possession to vacant Property free of debris, with all structures broom-clean, at day and time of settlement, unless otherwise 83 stated here: 34 85 2. Assignment of existing le s), together with any security deposits and lnteres4 at day and time of settlement, if Property is leased at the 86 execution of this Agreement,unless otherwise specified here: 87 88 89 9U �)I 92 93 94 95 96 97 98 99 100 (B) Buyer will acknowledge existing lease(s)by Initialing the leases)at the execution of this Agreement,unless otherwise specified. 101 (C) Seller will not enter into any new leases,extensions of existing leases,or additional leases for the Property without the written consent cif Buyer. 102 103 104 Buyer Initials: ASC Page 2 of 9 Seller Initials: Revised 8/11 Board Secretary Board President WIZ PrnduudwVhxlpfarmGbyalplopla 1aa7'oFIR MnWWRoacLFraswMtchlpan4mx y& ion Mallowt3reeohes- 105 6. DA'rFS/TIhIE IS OF THE ESSENCE(9-05) 1U6 (A) Me settlement data and all other dates and times referred to tar the performance of iuny of the obligations of this Agreement are of the essence 107 and are binding. 108 (13) For the purposes of this AtVicemenk the number of days will be counted from the date of execution,excluding the day this Agreement was exe- 109 cured and Including the last day of the time period,The Execution Date of this Agreement is the date when Buyer and Seller have indicated 110 lull acceptance of this Agreement by signing and/or initialing it All changes to this Agreement Should be initialed and dalcd. (I i (C) The settlement date is not extended by any other provision of this Agreement and may only be extended by written agreement of the panics. 112 (D) Certain tirno periods are preprinted In this Agreement as a convenience to the Buyer nod Seller. All pre-printed time periods are negotiahlc 113 and may be changed by striking out the pre-printed text and inserting a different time period acceptable to all parties 114 7. FINANCING CONTINGENCY(10-06) 115 ® WAIVED.'this sale Is NOT contingent on financing,although Buyer may still obtain financing. 116 ❑ ELECTED. ' 117 (A) This sale is contingent upon Buyer obtaining,Iinancing as follows: 118 1. ,\mount of loan s 119 2. Minimum rcrm dears 120 3. 'Type of loan 121 4, l3uyer ngrees to accept the interest rate as may be committed by the lender,net to exceed a maximum interest rote of 122 (B) Within lays(10 if not specified)from the Execution Date of this Agreement, Buyer will make a completed,written app teat on of the 123 financing terms stated above to a responsible lender(s)of Buyer's choice. Broker for Buyer,If any,otherwise Broker for Seller,Is author. 124 ized to communicate with the lender(s)to assist In the financing process. 123 (C) Should Buyer furnish false or incomplete Information to Seller, Broker(s),or the leader(s)concerning Buyer's legal or financial status, 126 or fail to cooperate in goad faith in processing the financing application,which results In the landar(s) refusing to approve a financing 127 commitment,Buyer will be In default of this Agreement. 128 (D) 1. Upon receipt of financing commitment,Buyer will promptly deliver a copy of the commitment to Seller. 129 2. Financing commitment date 130 Unless otherwise agreed to in writing by Buyer and Seiler. r a written commitment is not received by Seller by Me above date, this 131 Agreement will be VOID, with all deposit monies returned to Buyer according to the terms of paragraph 20. Buyer will be responsible 132 for any premiums for mechanics' lien insurance and/or title search, or the for cancellation of same, if tiny;AND/OR any premiums for 133 flood insurance and/or fire insurance with extended coverage, insurance binder charges or cancellation fee, if any; AND/OR any apprals- 134 al lets and charges paid In advance to lender. 135 8. STATUS OF WATER(5-01) 136 Seller represents that Property is served by: 137 ❑ Public water 138 ® On-site water 139 ❑ Community Water 140 ❑ None 141 p 142 Seller warrants that the systcm(s)are fully paid for as of the Execution Date of this AgreomanL 143 'l. STATUS OF SEWER(5-01) 144 Seller represents that Property is served by: 143 ® Public Sewer 146 ❑ Community Sewage Disposal System 147 ❑ Off-Property Sewage Disposal System 148 ❑ individual On-Lot Sewage Disposal System(See Sewage Notice 1) 149 ❑ individual On-Lot Sewage Disposal System In Proximity to Well(See Sewage Notice I;see Sewage Notice 4, if applicable) 150 ❑ Ten-acre Permit Exemption(see Scwuge Notice 2) 15I ❑ Holding Tank(See Sewage Notice 3) 132 ❑ None(See Sewage Notice 1) 153 ❑ None Available/Permit Limitations in Effect(See Sewage Notice 3 or Sewage Notice 6,as applicable) 154 ❑ 155 Seller warrants that the systems are fully paid for as of the Execution Data of this Agreement 156 10. ZONING CLASSIFICATION("1) 157 Failure of this Agreement to contain the zoning classification(except In cases where the property(and each parcel thereof.If subdividable)is coned 138 solely or primarily to permit single-family dwellings)will render this Agreement voidable at the option of the Buyer,and, if voided, any deposits 159 tendered by the Buyer will be returned to the Buyer without any requirement for court action. 160 Zoning Classlflcation: 161 It. ZONING CONTINGit (1 162 L9 WAIVED. 163 ❑ ELECTED.Contingency Period: days(15 if riot specified)from the Execution Date of this Agreement 164 (A) Within the Contingency Period, uyeir,atTuyees expense,may verify that Buyer's proposed use of the Property as i 165 166 is permitted urujir the current zoning classiticat on for the Property and Is not prohibited by any other governmental land use restrictions. i 167 Buyer initials: .CSC Page 3 of 9 Seller Initials: Revised 8/11 Board Secretary Board President Nod 'WIh:IpFarn06v xtptouhr taa70 Fntem MIN Road,Fnw,Mltidarn 48M w6w4lpLQg.CM Yellow 13 reeehen- 168 (B) If Buyer's proposed use of file Property Is not permitted, Buycr will, within fire ('ontingoncy I'erind, notify Seller in %vrning Ihnt Ilia pro- f u9 posed use of the Property is not permitted,and Huycr will: 170 ❑ Option 1 171 1. Acccpt the Property and agree to the RF,11ASE in porngr'nph 25 of this Agiccorent.OR 172 2. Tcr-minate the Agreement of gale by written notice to Seller,with till deposit monies returned to Buyer according to the terms of parn- 173 graph 20 of this Agreement,OR 174 3. Enter into a mutually acceptable written asrcemont with Seller. 175 if Buyer and Seller do not reach if written agreement during the Contingency Period and Buyer (loos not terminate ilia 176 Agreement of Sale by written notice to sailer within that time, Buyer will accept the Property and agree to the RELEASE In 177 paragraph 25 of this Agreement. 178 ❑ Option 2 179 1. Within the Contingency Period, Royer will make a formal written application for zoning opprovnl, variance, non-conforming use, I80 or special exception from 0fnnlici pal ity)to nse ilia Property as 181 (proposed use).Buyer will pay Ibr 182 applications,legal representation,find any of cr costs associnicd with ilia app cation antT npprova process. 183 2. If the municipality requires the application to be signed by the current owner,Seller agrees to do so. 184 3. If firth,i nnppealable approval is not obtained by ,Buyer will: 185 (A) Accept the Property with the current zoning and agree tote IMM97 in paragraph 25 of this Agreement,OR 186 f8 Terminato the Agreement of Sale by written notice to Seller, with all deposit monies returned to Buyer according to the terms 187 of paragraph 20 of this Agreement,OR 1138 (C) Enter Into a mutually acceptable written agreoment with Sailor. 189 If Buyer and Seller do not reach a written agreement before the time for obtaining final approval,find Buyer does not 190 terminate the Agreement of Sale by written notice to Seller within that time, Buyer will accept the Property and agree 191 to the terms of the RELEASE In paragraph 25 of this Agreement. 192 12. PROPERTY DEFECTS DISCLOSURE(10-01) 173 (A) Seiler represents and warrants that Seller has no knowledge except ws noted in this Agreement that: (1)The premises have been contaminated 194 by any substance in any manner which requires remediation; (2)The Property contains wetlands, flood plains, or.ury other environmentally 141)5 sensitive areas, development of which is limited or precluded by law; (3) The Property contains asbestos, polychlorinated biphenyls, !cad- 196 hissed paint or any other substanca,the removal or disposal of which is subject to any law or regulation;and(4)Any law has been violnted in 197 the handling or disposing of any material or waste or the discharge of any material Into the moll,air,surface water,or ground water. 198 (B) Seller and Buyer acknowledge that any Broker identified In this Agreement: (1) is a licensed real estate broker, (2) is not an expert in con- 199 struction,engineering,or environmental matters;and(3)Has not made and will not make tiny representations or warranties nor conduct inves- !00 tiltations of the environmontal condition or suitability of the Property or any adjacent pmperty,including but not limited to those conditions list- 20l ed in paragraph 12(A). 102 (C) Seller agrees to indornnify and to hold Broker harmless from and against all claims,demands,or liubilitfes, including attorneys fees and court !03 costa,which arise from or are related to the environmental condition or suitability of the Property prior to, during,or after Seller's occupation !04 of the Property including without limitation any condition listed in paragraph 12(A). !OS (D) 'rho provisions of this paragraph will survive settlement. !06 13. NOTICES AND ASSESSMENTS(5-01) M (A) Seller represents,as of the date Seiler signed this Agreement,that no public improvement,condominium or owner association assessments have 208 been mado against the Property which remain unpaid,and that no notice by any government or public authority has been served upon Seller or 209 anyone on Seller's bohalf, including notices relating to violations of zoning,housing,building,safety or fire ordinances that remain uncorrect- r.10 ed, and that Sailor knows of no condition that would constitute a violation of any such ordinances that remains uncon-ceted,unless otherwise 211 specified here: 212 213 214 215 (B) Seller knows of no other potential notices(Including violations)and ossessments except m follows: 216 217 !18 219 (C) Any notice of improvements or assessments received on or hofore the date of Se lens acceptance of this Agreement, unless improvements con- 120 list of sewer or water lines not in use,shall be the responsibility of the Seller,any notices received thereafter shall be the responsibility of the 221 nuycr. !22 (D) if required by law, Seller will deliver to Buyer, on or before settlement, a cor iftcation from the appropriate municipal department or depart- 223 ments disclosing notice of any uncorrected violation of zoning,building.safety,or the ordinances, 124 (E) Access to a public road may require issuance of a highway occupancy permit from the Department of Transportation. 223 14.TITLE AND COSTS(10-06) 226 (A) The Property is to be conveyed free and clear of all llens, encumbrances, and easements. EXCEPTING HOWEVER the following: existing 227 deed restrictions,historic preservation restrictions or ordinances,building restrictions,ordinances,casements of roads,casements visible upon 228 the ground,casements of record,privileges or rights of public service companies.and land use restrictions pursuant to property enrollment In 229 a preferential is rogram if any. !30 Buyer Initials:_ ASC Page 4 of 9 Soifer Ddtlnls: Revised 8111 Board Secretary Board President Pradumd with 3lOFarnAbyxlpwebt iaororinMnMrt*Rntl.Frazar,Miahlaen4RO2e ynWLZb2j cQM 'iallrnv Breeches- ?31 (13) Ouyer will pay for the following: (1) 'Title search, title insurance rmdlor urechanics' lien insurance, or any tee fur cancellation; 232 (2) Flood insurance, lire Insumnue .vith extended coverage, mina subsidence insurance, or any fee tar cnncellnllon: (3) Appraisal Iecs and ?33 charges paid ill advance to nrorrgnge lender(s);(4)t3uyces customary settlement costs and accruals. '34 (C) Any survey or sutveys required by the title Insurance company or the abstracting nanmey for preparing an ndequale lepnl description of ilia '35 Property (or the correction thereof) will he obtained and paid for by Seller. Any survey or surveys desired by Huyer (ir required by a lender will D6 be obtained and paid rot by Buyer. 1:37 (1)) If Seller is unable to give a good and marketable title and such as is insurable by it reputable title insurance company al the regular rates, as specified ?38 specifled in paragraph 14(A),Buyer will: 139 1, Accept ilia Property with such title as Seller can give, with no change Io Ilia purchitso prieq and agree to ilia RELP.ASE in paingrnph 25 of this 140 Agreement,OR ?41 2. Terminate tills Agreement by written notice to Seller, with hill deposit namios rctarned to Buyer according to ilia terms of parngleph 20 of ?42 this Agreement. Upon termination, Seller will reimburse Buyer flat tiny costs incurred by Buyer for any inspections or ceniflcatlnns obtained ?43 according to the tome of this Agreement,and lbr Ihuse Items specified in paragraph 14(B)items(I),(2),(3)and in paragraph 14(CI. 144 15. COAL NOTICE(Where Applicable) !4 5 I'FIIS DOCUMUNr MAY NOT.'TELL,CONVEY,TRANSFRR,INCi,13DROR INSURH TILE TITLE TO THE COAL AND RIGHTS OF SUPPORT UNDIIRNEATH'llll(SURFACR LAND 1:t6 DESCRIBED OR RRPERRED TO HP11E1N,AND THS OWNRR nR OWNERS OF SUCH COAL MAY I IAVE 11 IE COMPLM LEGAL RIG]IT'I'O I(EMOVE ALL SUCH COAL AND 247 IN THAT CONNRCTION.DAMAGE MAY RP41n,T TO THE SURFACR OF TWI LAND AND ANY IIOUSE,BUILDING 011 OTIII;R S'I'RUCTUI(ii ON OR IN SUCH LAND,01eia 2.48 notice is set firth in the manner provided In tiection I of the Act of July 17, 1957, P.L. 984.) "Buyer acknowledges that he may not he obtaining ilia 2249 right of protection against subsidence resulting Itom coal mining operations, and that Ilia properly described herein cony be protected I}nm damage 250 due to mine subsidence by a private contract with the owners or the cconomio interests In the coal. 'this ncknowledgcmenl is made Ior the porpow ?51 of complying with the provisions of Section 14 of the Bituminous Mina Subsidence and the Land Conservation Act of April 27, 1966." Buyer agrees 352 to sign the deed from Seller which deed will contain the al'uirsaid provision. 253 16.TAX DEFERRED EXCHANGE(10-01) 354 ® NOT APPLICABLE. 155 ❑ APPLICABLE. If Seller wishes to enter into a tax defb]Ted exchange for the Property pursuant to Section 1031 of the Internal Revenue Code, 256 Buyer agrees to cooperate with Seller in connection with such"change,including the execution of 311th documents as may be reasonably nec- 157 essary to conduct the exchange, provided that there shat]be no delay in the agreed-to settlement date,and that tiny additional costs associated 3.58 with the exchange are paid solely by Seller.Buyer Is aware that Seller anticipates assigning SellCe3 interest in this Agreement to a third party 359 under an Exchange Agreement and consents to such assignment. Buyer shall not be required to execute any note,contract,deed or other doe !60 ument providing any liability which would survive the exchange, nor shall Buyer he obligated to take titla to any property other than the ?frl Property described In this Agreement. Seller shall Indemnify and hold harmless Buyer against any liability which arises or is claimed to have 162 arisen ftom any aspect of the exchange transaction. 363 17.COMMERCIAL CONDOMINIUM(10-01) ,64 ® NOTAPPLICABLI3. ?65 ❑ APPLICABLti. Buyer acknowledges that Ilia condominium unit to he transferred by this Agreement is intended for nonresidential use, and ?66 that Buyer may agree to modify or waive the applicability of certain provisions of the Uniform Condominium Act of Pennsylvania(68 Pa.C.S. 267 §3101 el.seq.). ?68 18.RECORDING (9-03)This Agreement will not be recorded in the Office of the Recorder of Deeds or in any other office or place of public record, 269 If Buyer causes or permits this Agreement to be recorded,Seller may elect to treat such act as a breach of this Agreement. 270 19.ASSIGNMENT(9-115)'rhis Agreement Is binding upon the parties,their heirs,personal reprosontatives,guardians and successors,and to the extent 271 <wlgnable,on the assigns of the parties hereto, Buyer will not transfer or assign this Agreement without the written consent of Seller unless other- 372 wise stated in this Agreement 273 20.DEFAULT,TERMINATION Sir RETURN OF DEPOSITS(8-11) 2.74 (A) Where Buyer terminates this Agmment pursuant to any right granted by this Agreement, Buyer will be entitled to a return of till deposit monies 275 paid on account of Purchase Price pursuant to the terms of Paragraph 20(B),and this Agreement will he VOID.Termination of this Agreement 276 :nay occur for other rerutons giving rise to claims by Ruycr and/or Seller for the deposit monies. ?77 (13) Regardless of the apparent entitlement to deposit monies,Pennsylvania law prottlbils a Broker holding deposit monies to determine who is enti- 278 tled to deposit monies when settlement dues not occur. If this Agreement Is terminated fix any reason, the Broker can only release ilia 2.79 deposit monies: ?130 1. If there is no dispute over entitlement to the deposit monies. Buyer and Seller agree that a written agreement signed by both parties is evi- 281 donee that there is no dispute regarding deposit monies, M2 2. According to the terms offs written agreement signed by the Buyer and Seller directing Broker how to distribute some or all of the monies. ?83 3. According to the terms of a final order of court. 384 4. According to the terms of a prior written agreement between Buyer and Seller that directs the Broker how to distribute the deposit monies 385 ifthere is a dispute between the parties that Is not resolved. (See Paragraph 20(C)) 386 387 188 389 390 ?91 ?92 ?93 Buyer Initials: ASC Page S of 9 Seller Initials � Revised b/l l 5 � Board Secregary`d - Board President Prnduond vhh xlpFnrn*by zlpLaijW 14010 Fiaem MIN Rata,rreaer,Me"eea WNS •,yyWARIOUISAM Yellow Hreachea- I '94 tC) Buyer and Seller agree that If there is a dispute over the entitlement to deposit monies that is unresolved 365 ilnvs alter the Settlement Date ?95 stated in Paragraph 3(D),or any written extensions thereof, the Broker holding the deposit ninnies will, wiTi do 30 Mays of receipt of Buyer's '96 written request,distribute the deposit monies to Buyer unless the Broker has fcccived verifiable written notice that the dispute is the subject of 297 litigation. if Broker hits received verifiable written notice of litigation belbre receiving Buyer's request lbr di»tiihution.Broker will con inue to _98 hold the deposit monies until receiving either it written distribution agrelemern signed by Buyer rind Seller or a ilnal court order.Buyer and Seller 299 are advised to initiate litigation for any portion of the deposit monies prior to any distribution luade by Broker pursuant to this paragraph.Buyer 300 aid Seller ogrco that the distribution of deposit monies based upon the passage of time does not legally determine entitlement to deposit monies, 101 and that the parries may maintain their legal rights to pursue litigation even after it distribution is made. 102 (D) Buyer and Seller agree that Broker who holds or distributes deposit monies pursuant to the terms of P.trngroph 20 or Pennsylvania law wilt not 103 be liable for those deposit monies to either Buyer or Seller,absent Broker's gross negligence or wrongful intentional actions, Buyer and Seller 304 agree that if any Broker or atlillated licensee is named in litigation regarding deposit monies,entitlement to dcpoAt monies or distribution of 305 deposit monies,then die Broker's and/or licensee's attorneys'('ce_v and costs incurred for participating in such litigation will he paid by the party 306 naming them or Joining them in the litigation. 107 (L') Seller hits the option of mtnining all surns paid by Iluycr, inchiding the deposit monies,should Buyer: 108 1. fail to Hooke any additional payments as specified in Parngrnph 3,OR 109 2. I urnish false or incomplete information to Seller, Broker(s), or any other party identified in this Agreement concerning Buyer's legal or 310 financial status,OR 311 3. Violate or fail to fulfill and perform any other terms or conditions of this Agreement. 312 (P) Unless otherwise checked In Paragraph 20(G),Seller may elect to retain those sums paid by Buyer,Including deposit monks: 313 I. On account of purchase price,Olt 314 2. As monies to he applied to Seller's damages,OR 315 3. As liquidated damages for such del'nult. 316 (G) ® SL LLER 19 LIMITED TO RETAINING SUMS PAID BY BUYER,INCLUDING DEPOSIT MONILS,AS LIQUIDA'11 D DAMAGES. 117 (hi) If Seller retains all sums paid by Buyer, including deposit monies,as liquidated damngos pursuant to Paragraph 20(P)at(0). Buyer and Seller 318 are released from further liability or oblipation and this Agreement is VOID. H9 (1) Brokers rind licensees are not responsible for unpaid depusits. 120 21. REAL ESTATE RFCOVERY FUND(9-05) 321 A �y-E►and art Ms Fe ve,mbtirse-etly persearts wire l►two-ebGtlneet+l anal civil Jlalgtnrrak ogtrtnsf B Irenr+syMlfe real rNtew iieensee 122 tfete;or tra"sael4en and who heve hea"flable to-eell eel-tiro-ieuigftrwtHrNeFevrhy+ssling all-{rgnl 123 and equtitable-remodio&-FOP-ce g er f BA{3)842' ill(with at4f-714)?93 1854(Oka! i24 tic o-P enrisyls en4a). 325 22. MAINTENANCE AND RISK OF LOSS(10-06) 126 (A) Seller will maintain the Property,grounds, fixtures and personal property specifically hated in this Agreement in its present condition,normal 327 wear and tear excepted. 128 (B) Seiler will promptly notify the Buyer if, at any time prior to the time of settlement.all or any portion of the Property is destroyed,or damaged 129 as a result of any cause whatsoever, 330 (C) Seller beat's the risk of loss from flre or other casualties until settlement. If any property included In this sale is destroyed and not replaced, 131 Buyer will: 132 1. Accept the Property in its then current condition together with the proceeds of any Insurance recovery obtainable by Seiler,OR 133 2. Terminate this Agreement by written notice to Seller, with all deposit monies returned to Buyer according to the terms of paragraph 20 of 334 phis Agreement. 135 23.CONDEMNATION(10-06) 136 Seller has no knowledge of any current or pending condemnation or eminent domain proceedings that would aftbct the Property. If any portion 337 of the Property should be subject to condemnation or eminent domain proceedings after the signing of this Agreement, Seller shall immediately 138 advise Buyer, in writing, of such proceedings. Buyer will have the option to terminate this Agreement by written notice to Seller within 139 days (15 days if not specifled) after Buyer learns of the tiling of such proceedings, with all deposit monies returned to Buyer accord- 340 ing to the terms of paragraph 20 of this Agreement Buyer's failure to provide notice of termination within the time stated will constitute 341 it WAIVER of this contingency and all other terms of this Agreement remain in full force and effect 142 24.WAIVER OF CONTINGENCIES(9-05) 143 If this Agreement is contingent on Buyer's right to inspect and/or repair the Property,or to verity environmental condition% boundaries, 344 certifications, zoning classification or use, or any other Information regarding the Property, Buyer's failure to exercise any of Buyer's 145 options within the times set forth in this Agreement is a WAIVER of that contingency and Buyer accepts the Property and agrees to the 3.16 RELEASE In paragraph 25 of this Agreement. 147 25.RELEASE(9-03) 148 Buyer releases, quit claims and forever discharges SELLER,ALL BROKERS,their LICENSEES. EMPLOYEES and any OFFICER or 149 PARTNER of any one of them and any other PERSON,FIRM or CORPORATION who may be liable by or through them, from any and 150 all claims, losses or demands, Including, but not limited to, personal injury and property damage and all of the consequences thereof, 131 whether known or not,which may arise from the presence of termites or other wood-berirsg Insects, radon,lead-based paint hazards,mold, 152 fungi or indoor air quality,environmental hazards, any defects in the individual on-lot sewage disposal system or deficiencies In the on-site 153 water service system,or any defects or conditions on the Property.Should Seller be In default under the terms of this Agreement,or in via t54 Cation of any seller diecl ura law or regulation,this release does not deprive Buyer of tiny right to pursue any remedies that may be nvail- 355 able under law or a ui This release will survive settlement. 156 Buyer Initials: ASC Page 6 of 9 Seller Initlnlst Revised 8/11 Board Secretaryf` Board President Wilk/ r'mclucW with xipFom>o by aptoeht 10070 FMMn We Road,FrHU.M"an 41102e W" W and gM 'fellow Breeches- 357 26. REPRESENTATIONS(9-05) 156 (A) All representations,claims,advertising.promotional activities,brochures or plans ofany kind made by Seller, Brokers,their licensees,employ- t59 ces,officers or partners are not a part of this Agreomenl unless expressly incorporated or stated In this Agreement. This Agreement contains trio ilia whole agreement between Seller and Buyer, and there aro no other terms, obligations,covenants,representations,stotements or conditions, ibl oral or otherwise, of any kind whatsoever concerning this sale. This Agreement will not be altered,amended,changed or modified except in Ib2 writing executed by the parties. 363 (B) Unless otherwise stated In this Agreement, Buyer tins inspected the Property (including fixtures and any personal property sptciilcnl- 164 ly listed herein)before signing this Agreement or tins waived the right to do so,and agrees to purchase the Property iN ITS PRESENT 165 CONDITION. Buyer acknowledges that Brokers, their licensens, employees, ofllcers or partners have not nrntle on independent exam- 166 inntion or determination of the structural soundness of the Property,the age or condition of the components, environmental conditions, 167 the permitted uses or of conditions existing In the locale where the Property Is sritunted; nor have they mndo a mechanical inspection i68 of any of ilia systems contained therein. 169 (C) Any repairs required by this Agreement will be completed In a workmanlike manner. 370 (D) f3mker(s)have provided or may provide services to assist unrepresented parties in complying with this Agreement. Y/l 27.CERTIFICATION OF NON-FOREIGN INTEREST(10-01) 172 ❑ Seller IS a foreign person, foreign corporation, foreign partnership, foreign trust, or foreign estate subject to Section 1445 of(tie internal 1"13 Revenue Code,which provides that a transtbree(Buyer)of a U.S.real property interest must withhold tax if the transferor(Seller)is a foreign 374 person. 17S ® Seller is NOT a foreign person,foreign corporation, foreign partnership, foreign most,or 0 foreign estate as defined by the Intertlnl ltevenne 176 Code,or is otherwise not subject to(he tax withholding requirements of Section 1445 of the Internal Revenue Code.'fo inflorm Buyer that the 177 withholding of tax Is not required upon the sale/disposition of the Property by Seller, Seller hereby ugmes to furnish Buyer, at or before clos- 178 ing,with the following: 179 M An affidavit stating,under penalty of perjury,the Seller's U.S.taxpayer identification nnmbcr nod(lint the Seiler is not a foreign person. 180 ❑ A"qualifying statement,"as dellned by statute,that trot withholding Is not required by Buyer. 181 ❑ Other: 182 Seller understands t ut any ocumanmi nn prawn a under this provision rnny a rsc ose tot a(nternat revenue.ervrca y Buyer, un that any 383 false statements contained therein could result in punishment by tine,imprisonment,or both. 184 28.ARBiTRATION OF DISPUTES(1-00)Buyer and Seller agree to arbitrate tiny dispute between them that cannot be amicably resolved.After writ- 183 ten demand for arbitration by either Buyer or Seiler,each party will select a competent and disinterested arbitrator.The two so selected will solcet 386 it third.If selection of the third arbitrator cannot be agreed upon within 30 days,either parry may request that selection be made by a judge of a court 387 of record In the county in which arbitration Is pending.Each party will pay its chosen arbitrator,and bear equally expenses for the third and all other 388 expenses of arbitration. Arbitration will be conducted in accordance with the provisions of Pennsylvania Common Low Arbitration 42 Pa. C.S.A. 139 §7341 et seq. 'this ngreement to arbitrate disputes arising from this Agreement will survive sottIcinent. 390 29. BROKER INDEMNIFICATION(10-01) 391 Buyer and Sailer represent that the only Brokers involved in this transaction are:NONZ. All references to Broker shall moan 392 Buyer'■ attorney or Seller's attorney, where applicable. 193 194 and that the transaction has not been brought about through the efforts of anyone other than said Brokers. It is agreed that if any claims for hroker- 393 ago commissions or fees are ever made against Buyer or Seller in connection with this transaction, each party shall pny its own legal fees and costs 196 in connection with such claims. It is (further agreed that Buyer and Seller agree to indemnify and hold harmless each other and the above-listed 197 Brokers from and against the non-performance of this Agreement by either party,and from any claim of loss or claim for brokerage commissions, 198 Including all legal fees and costs,that may be made by any person or entity.This paragraph shall survive settlement. 399 30.GOVERNING LAW,VENUE dit PERSONAL JURISDICTION(9-03) 100 (A) The validity and construction of this Agreement, and the rights and duties of the parties,will be governed in accordance with the laws of the 101 Commonwealth of Pennsylvania. 102 (B) The parties ngrce that any dispute,controversy or claim arising under or in connection with this Agreement or its performance by either party 103 shall be decided exclusively by and in the state or federal courts sitting in the Commonwealth of Pennsylvania. 104 31.NOTICE BEFORE SIGNING(5-01) 105 Buyer and Seller acknowledge that Brokers have advised them to consult and retain experts concerning the legal and tax efiects of this Agreement 106 and the completion of the sale, as well as the condition and/or legality of the Property, including,but not limited to,the Property's improvements, 107 equipment,soil,tenancies,title and environmental aspects. Return by facsimile transmission(11AX)of this Agreement,,and all addenda,bearing the 108 signatures of all parties,constitutes acceptance of this Agreement. 109 32.NOTICE 110 All notice requirements under the provisions of this Agreement or by application of statutory or common law will be addressed to the appropriate III parry,at the addresses listed below via arty means of dellvery as mutually agreed upon by the parties and stated here: U. s. mail, omaii or 112 recognized overnight oourior 113 114 115 If to Seller.Frig spring school Diatriot 116 4f1 Mount book Road 117 4owvillo, PA 17241 fig 119 Buyer Initials. ASC Page 7 of 9 Seller Initials, Revised 8/11 Board Secretary Board President WIf Produced whil npFomra by tnpLoabt 18070 Faber MIN Road,Ftner,MbMoan 48= WMtd2LgWLWja Yellow Hreechee- IN With a copy to:David A. Jones, 11, Esq. 121 Stook & Leader 122 :3usquohanna Commerce Center ZASt 123 121 W. dhiladelphia Street, Suite 600 124 York, PA 17401-2994 125 If to Ouyar: stark Stasmko 126 Yallow Bresohas Educational Canter, rno. 127 7 Springville Road 126 Carlisle, PA 17015 129 With acopy to:Robert C. Saidis, Esc . 130 9u r, Sell van & Rogers 131 26 west High Street 132 Carlisler PA 17013 133 33. SPLCIAL CLAUSES: 134 (A) The following Are part of this Agreement if checked: 135 ❑ Q 136 ❑ ❑ 137 (B) SPECIAL ( t 138 33(B) (1) Court Approval. This gale is subject to approval by the Court of Common Pleas of 139 Cumberland County, the cost of which is the responsibility of the smller, and shall be 140 instituted upon resolution of the due diligence provided in paragraph 33(D) (2) 141 142 33(8) (2) Due Diligence. Buyer shall retain the services of Haste= RCM, LLC to conduct a 143 building condition inspection (rnspection), which shall include, but not be limited to site 144 conditions, building envelope, roof, aiding, windows, maehhnical, electrical, plumbing And any 145 opocial systems, such as the well, fire alarm and related matters. 1,16 If the result of the Inspection is unsatisfactory to Buyer, Buyer shall within thirty 147 (30) of the receipt of the Inspection: (a) Accept the Property; (b) Terminate this Agreement by 148 written notice to Seller with all deposit monies returned to Buyer; or (o) Present the 149 Inspection to Seller, with a written, corrective proposal (Proposal)' listing the corrections 15U and/or credits desired by Buyer. If in the event Buyer and Seller do not reach an agroement as 151 to the Proposal, then either Buyer or Seller may terminate this Agreeswnt by written notice to 152 the other. 153 154 33(B) (3) Addendum. The attached Addendum is incorporated herein by reference. Ig5 156 33(B) (4) Seller ]Financing. This Agreement is contingent upon Seller financing in the amount of 157 $465,012.00 (being items 1, 2 and 3 on the Addendum) . The Seller financing uhall be secured by 158 a Note and Mortgage in customary form and substance agreeable to the attorneys for Seller and 159 Buyer. 160 161 162 163 164 165 166 167 168 169 1'10 171 172 1 1'13 174 173 176 177 178 179 180 181 182 Buyer Initials? ASC Page 849 Seller Initials: lisvised 8/11 Board Secretary Board President i'rodnwd%*h ilpformmDy xlpl.neb ?Hole FIMwn Aelw Hood,Frww,Mldhieon 4HOte vroor aALVgJL oa Y(.Ilnw Ilreeches- 183 184 185 186 187 188 189 ❑ Buyer has received the Consumer Notice net adopted by the State Real Estate Carnmission of 49 Pa.Code§35.336. 190 ❑ Buyer lies received a statement of Buyer's estimated closing costs before signing this Agreement. 191 [] Buyer fins read And understands file notices and explanatory Information in thin Agreement. 192 ❑ Buyer tins received the Deposit Money Notice (for cooperative sales when Broker for Seller is holding deposit money) before 193 signing this Agreement. 1')4 195 Ituyer acknowledges ree ving a copy of this A regiment at the time of signing. t96 197 WITNESS/A'1'TES'T re BUYER 1� DATE �� 1,98 Ruyor(s)Name 199 flailing Address !_ 500 Phone PAX 2-Mail 501 i02 WITNESS/ATTEST BUYER" -- DATE 503 Iluyer(s)Name 504 Moiling Address 505 Phone FAX E-Mail i06 507 WITNE9SIA'C1'EST BUYER DATE i08 Buyer(s)Maine 09 Mailing Address 510 Phone FAX E-Mail 511 512 ❑ Seiler has received the Consumer Notice as adopted by the Stab Real Estate Corarnhslon at 49 Pa.Code§33.336. 513 ❑ Seller has received a statement of Seller's estimated closing costs before signing this Agreement. 514 i] yeller has read and understands the noticea and explanatory information In this Agreement. SIS A6 VOLUNTARY TRANSFER OF CORPORATE ASSETS (if applicable): The undersig acknowledges th lie/she is aulhorired by (he 517 Board of Directors to sign this Agreement on behalf of the Seller corporation and that ule does no con tea sole,lease,or exchange of 518 all or substantially all the property and assets of the corporation,such an would require the nuthu un or c t t htveholders pursuant to 15 P S. 1311. 519 520 1YITNESS/ATTEST SELLER ` i.)ATF 521 SELLER(S)NAME Dia 3prAq 34 h i Zit - Sillierintendent 522 Mailing Address 323 Phone FAX L-Mail 524 525 WITNESS/ATTEST SELLER -w DATE °n`, P*Y-'')3 526 SELLER(S)NAME Boar Secretary I 527 Mailing Address 528 Phone FAX E-Mail 529 530 WITNESS/ATTEST SELLS DATE 531 SF.LLER(S)NAME Board dent 532 Meiling Address 533 Phone PAX E-mail 534 535 536 537 538 539 540 541 542 543 544 545 ASC Page 9 of 9 Revised 8/11 11iodumd Wth xlpFom*br:lpl.o& 1 eoro rimom tm*Amd,Frwor,Muhlgm 4&US VAMLgj;tL0 Yellow Breeches- COMi IUNICATIONS WITH BUYER AND/OR SELLER Wherever this Agreement contains a provision that requires or allows communirartion/dellvery to a Buyer, that provision shall be sutisfied by communication/delivery to the Broker tier Buyer, if any. if there is no Broker for Duyer, (hose provisions may be satisfied only by communication/delivery being made directly to the Buyer,unless otherwise agreed to by the parties. Wherever this Agreement contains a,provislon that requires or allows communication/dalivery to a Seller, that provision shall be satisfied by conlmunleation/delivery to the Broker for Seller, if any, If there is no Broker for Seller, those provisions may be sutisticd only by ,�ummunication/delivery being made directly to the Seller,unlc."otherwise agreed to by the parties. INFORMATION REGARDING REAL ESTATE TAXES Real kstnte'rox Proration:For purposes of prorating real estate taxes,the"periods covered"by the tax bills are av follows; Municipal Ti mes: For all counties and municipalities in Pennsylvania,tax bills are for the period January I to December 31. School Tuxes: for all school districts, other than the Philadelphid;.Pittsburgh and Scranton school districts,the period covered by the tax bill Is July 1 to June 30.For the Philadelphia;Pittsburgh and Scranton school districts,tax bills are for the poriod January I to December 31. Real Estate Assessment Notice: in Pennsylvania, taxing authorities.(school districts and municipalities)and property owners may appeal the asscssed value of a property at the time of sale, or at any time thereafter. A succossfttl appeal by a taxing authority may result in a higher assessed value for the property and an increase in property taxes. Also, periodic county-wide property reassessments may change the assessed value of the property and result in a change in property tax. EXPERTISE OF REAL ESTATE AGENTS Pennsylvania Real Estate Agents are requircd,to beAlconsed by the Commonwealth of Pennsylvania and are ubliguted to disclose adverse 'actors about a property that are reasonably apparent to someone with expertise in the marketing of real property. (A) If Buyer wants information,r egiiidfrig'specjl)c,,conditions or components of the property which are outside the Agent's expertise, the advice of the appropriate profea loh'of should.be sought. (B) if Buyer wants financial, Icpal,'or.`Any other advice, Buyer is encouraged to leak the services of an accountant, lawyer, or uther :ippropriate professional. NOTICE REGARDING CONVICTED SEX OFFENDERS(MEGAN'S LAW) The Pennsylvania General Assembly has passed legislation (often referred to as "Megan's Law." 42 Pa.C.S. § 9191 ct. seq.) providing for community notification of the presence of certain convicted sex offenders. flayers are encouraged to contact the municipal police department or the Pennsylvania State Police for information relating to the presence of sex offenders near a particular property, or to check the Information on the Pennsylvania State Police Web site at www.pamellanslow.rtate.pa,us. 1 i Notices Page I of 2 i Niodlx d wie„ipFemreby alpLOUIX 18070 F'taea,Mile neM,Fro.«,raduo.n moue aww=1"j M+e r„M Yellow Breechas i SEWAGE NOTICES NOTICES PURSUANTTO TIIE PENNSYLVANIA SEWAGE:FAC iuTiES ACT NOTICE I: TIIERE IS NO CURRENTLY EXISTING COMMUNITY SEWAGF. SYSTEM AVAILABLE FOR THE SUBJECT' PROPERTY. Section 7 of the Pennsylvania Sewage Facilities Act provides that no person shall install, construct, request hld proposnls !(-,r construction,alter,repair or occupy any building or :structure for which an Individual sewage system is to be installed, ,vithout first obtaining it permit. Buyer is udvised by this notice (lint, before sliming this Agreement, Buyer should conflict iho local agency charged with administering the Act to determine the procedure and requirements for obtaining it permit for ,in individual sowage system. The local agency charged with administering the Act will be the municipality where ilia Property is located or that municipality working cooperatively with others. I NOTICE 2: THIS PROPERTY IS SERVICED BY AN INDIVIDUAL SEWAGE SYSTEM INSTALLED UNDER THE E'EN-ACRE PERMIT EXEMP"IION PROVISIONS OF SECTION: 7 OF THE PENNSYLVANIA SEWAGE FACILITIES ACE (`section 7 provides that a permit may not be required hefore installing, constructing, awarding a contract for construction, altering,repairing or connecting to an Individual sewage system where a ten-acre parcel or lot is subdivided from a parent tract after January 10, 1987.) Buyer is advised that soils and site testing were not conducted and flint, should the system maltbnetion, the owner of the Property or properties serviced by the system at the cline of a nialtunctlon may he hold liable for zany contamination,pollution,public health hazard ar nulsasice which occurs us it result, ! NOTICE 3: THIS PROPERTY IS SERVICED.,BY A HOLDING TANK (PERMANENT OR TEMPORARY) 'TO WHICH SEWAGE IS CONVEYED 1 BY' A. WATER 'CARRYING SYSTEM AND WHICH IS DESIGNED AND CONSTRUCTED TO FACILITATE''ULTIMATE DISPOSAL OF THE SEWAGE AT ANOTHER SITE. Pursuant to ilia Pennsyivanid Sewage Facilities Act Seller must provide a history of the annual cost of maintaining the i sank from the data ofits.installatioh,or December 14, 1995,whichever is inter. NOTICE 4: AN INDIVIDUAL SEWAGE SYSTEM HAS BEEN INSTALLED AT AN ISOLA'TI'ON DISTANCE FROM A WELL THAT IS LESS TIIA14 THE DISTANCE SPECIFIED BY REGULATION. The rr,,qulations nt 25 Pa. Code §73.13 pertaining to minimum horizontal Isolation distances provide guidance. Subsection (b) of §73.13 states That ilia minimum horizontal isolation distance between an Individual writer supply or water supply system suction Bite turd treatment tanks shall be 50,feet. Subsection(c)of§73.13 states(hat the harizental isolation distance hetween the individual water supply or water supply system suction line and the perimeter of the absorption area shall he 100 feet. NOTICE S: THIS LOT IS WITHIN AN AREA IN WHICH PERMIT LIMITATIONS ARE IN EFFECT AND IS SUBJECT TO THOSE LIMITATIONS.SEWAGE FACILITIES ARE NOT AVAILABLE FOR THIS LOT AND CONSTRUCTION OF A STRUCTI/RE TO BE SERVED BY SEWAGE FACILIT IES MAY NOT BEGIN UNTIL THE MUNICIPALITY COMPLETES A MAJOR PLANNING REQUIREMENT PURSUANT TO THE PENNSYLVANIA SEWAGE FACILITIES ACT AND REGULATIONS PROMULGATED THEREUNDER. NOTICE b: A REQUIRED REVISION FOR NEW LAND DEVELOPMENT,OR AN EXCEPTION TO THE REQUIREMENT 7'0 REVISE, OR A REQUIRED SUPPLEMENT HAS NOT BEEN APPROVED FOR TIIIS LOT. SEWAGE FACILITIES ARE NOT AVAILABLE FOR THIS LOT AND SEWAGE FACILITIES WILL NOT BE AVAILABLE, NOR MAY CONSTRUCTION BEGIN UNTTL SEWAGE FACILITIES PLANNING HAS BEEN APPROVED PURSUANT TO THE PENNSYLVANIA SEWAGE FACILITIES AC-17 AND REGULATIONS PROMULGATED THEREUNDER. I ! Notices Page 2 of 2 IV,xVWd with+i Forme r i,vuix 1 ea7o Finson Mlle Rn*d,FnMr,Mlahigm 4aM P tN IP '&VWjgLQUkWQ YellOw Dfecelle!- i c , 4 Yellow Breeches Educational Center, Inc. is offering the following items 1-4 below in exchange for the purchase of the Plainfield property. Itain Proposed.Dollar Proposed ntimber 2 special education tuition slots per school year for 1 i years $363,975 (includes projected 2%increase annually) 2 Adventure education on site per school year for 4 years $100,000 3 SCM Training for Big Spring staff 4 times per year for $4,037 1year q Cash Down Payment i $131,988 i f Total $600,000 E Special Education Tuition Slots,Adventure Education and SCM Training shall commence with school year 20132014. In the event these services are not used by-the Seller within a given school year, the Buyer's obligation to provide these services shall not be carried forward to subsequent school years. Addendum EXH/B/T «C„ Big Spring School Board Meeting Minutes — Monday, May 20, 2013 XII. NEW BUSINESS (Continued) (ACTION ITEM) P. Sale of Plainfield and Frankford Elementary Schools The District has been in negotiations with the tenant of Plainfield and Frankford Elementary regarding the potential sale of these two facilities. Yellow Breeches Educational Center Inc. has provided an offer to purchase both buildings and our solicitor has formulated an Agreement of Sale based on these discussions. The Administration requested that the Board of School Directors authorize the Board President and Secretary to execute the Agreement of Sale for Plainfield and Frankford Elementary Schools. Motion by Barrick, seconded by Norris to approve the recommendation as outlined above. In response to a suggestion from Director McCrea, Mr. Fry indicated that he would fix the incorrect dates in both agreements. In addition, Mr. McCrea suggested the removal of the "time is of the essence" clause. Mr. Fry indicated that he would address this issue with the District Solicitor and report the findings to the Board. Roll call vote on the motion by Barrick and second.by Norris to approve the recommendation as outlined above: Voting Yes: McCrea, Norris, Piper, Gutshall, Barrick, Swanson, and Wolf. Motion carried unanimously. Q. ELECTION OF BOARD SECRETARY (4 year appointment) School Boards must appoint a board secretary in May of this year to serve a four-year term beginning July 1, 2013, pursuant to section 404 of the School Code. In code, the .secretary position must be appointed every four (4) years beginning in May, 1953. Motion by McCrea to nominate Robert Barrick as Board Secretary Motion by McCrea, seconded by Norris to close nominations. Roll call vote: Voting Yes: McCrea, Norris, Piper, Gutshall, Barrick, Swanson, and Wolf. Motion carried unanimously. Roll call vote on the motion by McCrea to elect Robert Barrick as Secretary: Voting Yes: McCrea, Norris, Piper, Gutshall, Barrick, Swanson, and Wolf. Motion carried unanimously. The Board Secretary will begin his duties July 1, 2013, and run through July 1, 2017. 311 �y EXHIBIT "D " I Progressive Services, Inc. RLI E's ROOFING t£SHEET METAL CONTRACTORS ' 1806 SPANGLER AVE. • PD.Box 215 L)64-14 PA 17315 i J Phone:(717)764-142 21• Fax:(717)764.4661 �-��t},,�si•e!x?f i n__�,_�.pct I May 23, 2013 yAttjflpn: Patty Carns Yellow Breeches Education Center 3967 Enola Rd. Newville, PA 17241 RE: Frankford Campus Re Roofing Dear Mrs. Cams, Progressive Services, Inc.will provide the following material,equipment,and labor to complete re-roofing on i the above referenced building per the following specifications, i j SGOne of'' grk.Re-Roofing.—BaLe-,Wd(Avvrox. 16,000 sfl: !I • Remove ballast and property dispose of the existing roofing system down to gypsum deck • Remove and dispose of existing skylights.Cover openings in gypsum deck with 22 ga"13"deck • Loose lay 3,0"of polyiso&L8.5 over existing gypsum decking 9 Loose lay.045 EPDM to completely cover the exposed insulation • Fully Adhere .045 EPDM to walls per roofing manufacturer's specifications • Supply& install new roof ballast per manufacturer's requirements • Fabricate and install new 24 gauge Kynar finished edge metal and related flashings • Terminate and properly flash all root'penetrations per roofing manufacturer's specifications Provide a 10 year manufacturer's warranty Base Price-$88,500 'Attcrotg Price#1-Provide.060 tnil EPDM in lieu of 045-Add $2,500 Alternate Price#2 -Reduce insulation to 2'Iso(R-12.1)-Deduct$5,250 Alte ate Price#3 •Provide.060 Fully adhered roof with 3"]so-Add$18,•250 i Exclusion: • Perm its i If you have any further questions or need additional information,please feel free to contact me. Trusting this meets your requirements, we look forward to working with you on this project. Sincerely, �aso�a M. Ca.��r�ke�s I PROGRESSIVE SERVICES,INC. jasonj�si@comcast.net I J I 1 i �� EXH/B/TAE„ I i i I I l L. [i� r ' KevinKevin r 167 Richland Road CRATE June 14, 2013 Carlisle,PA 17016 Quotation# 600 Phone(717)38:5-6329 Fax(717)441-9058 Customer ID NIA Quotation valid until; NIA Mark Stazzko prepared by; Kev n L Oakes Yellow Breeches Educattonal Center i Frankford School-Bloserville PA i 1 Comments or special Instructions: , I)ESCRIPTION AMOUN • I Quote includes all labor and materials necessary for the installation of all fixtures, switches, and lamps; listed on the attached Engergy Audit Proposal, It also includes all demolition and the disposal of old fixtures,bulbs, ballasts, and switches. + TOTAL $27.093.00 If you have any questions concerning this quotation,please call Kavin Oakes at the above phone number or e-mail; doakes(d..deltaone.com THANK YOU FOR YOUR BUSINESS! , I I i I i i i i i �_ EXH/B/T ��n. SECOND ENDORSEMENT TO AGREEMENT OF SALE PROPERTY 3967 Enola Road Frankford School) Newville, PA 17241 SELLER Big_Spring School District BUYER Yellow Breeches Education Center,Inc. DATE OF AGREEMENT September . 2013 I. Paragraph 3. of the Agreement for the Sale of Commercial Real Estate is amended, in pertinent part, as follows: (A) Purchase Price: $220,404.00, which shall be paid to Seller by Buyer as follows: 1. Cash or check previously delivered to Stock& Leader 5,000.00 2. N/A 3. Seller Financing, per Addendum $152,392.00 4. N/A 5. Cash or cashier's check at the time of settlement $ 63,012.00 TOTAL $220,404.00 (D) Settlement to be.on December 31, 2013, or before if Buyer and Seller agree 2. Paragraph 33.(B)(2)providing for a due diligence period for the Buyer is hereby removed in its entirety. 3. Paragraph 33.(B)(3)Addendum. The attached Addendum is hereby incorporated by reference and all references to the Addendum attached to the Agreement for the Sale of Commercial Real Estate accepted by the Seller May 21, 2013, are hereby removed. I All other terms and conditions of the Agreement of Sale remain unchanged and in full force and effect. i WITNESS-Aft44, 6uk/), BUYER On ( DATE. a 131)-3 j Yellow Breeches I&Cation Center,Inc. i WITNESS SELLER DATE Big Spring School District-Superintendent I WITNESS SELLER DATE I Big Spring School District—Board Secretary i WITNESS SELLER DATE Big Spring School District—Board President 0 SECOND ENDORSEMENT TO AGREEMENT OF SALE PROPERTY 7 Npringyille Road (Plainfield School) Carlisle, PA 17015 SELLER Big_Spfmg School District I BUYER Yellow Breeches Education Center,Inc. DATE OF AGREEMENT September , 2013 f 1. Paragraph 3.(D) of the Agreement for the Sale of Commercial Real Estate is f amended to provide as follows: 1 (D) Settlement to be on December 31, 20131 or before if Buyer and Seller agree 2. Paragraph 33.(B)(2)providing for a due diligence period for the Buyer is hereby j removed in its entirety. I� I i All other terms and conditions of the Agreement of Sale remain unchanged and in full force and effect. WITNESS BUYER DATE Yellow Breeches Education Center,Inc. WITNESS 17 SELLER DATE 9/3 Big Spring School District:'Superintendent i WITNES 4 SELLER DATE 3 Big Spring School District—Board Secretary I WITNESS SELLER DATE 9/2 keg i __ Big Spring School Dist c President j Yellow Breeches Educational Center, Inc, is offering the following items 1-3 below in exchange for the purchase of the Frankford property. Proposed Dollar Proposed ! 1 ! 1 special education'tuition slot per school year for 5 years ! $127,382 ! (includes projected 2%v increase annually) j ! 2 Adventure Education on site per school year for one year $25,000 (in addition to four years provided in Plainfield proposal) f i � 3 ; Cash Dawn Payment $ss,o12 I i ( Total $220,404 ! i Special Education tuition slots and Adventure Education shall commence with school year 2013- 2014. In the event these services are not used by the seller within a given school year, the Buyer's obligation to provide these services shall not be carried forward to subsequent school years. ADDENDUM 67 r �•G ., Big Spring School Board Meeting Minutes — Monday, September 16, 2013 XI. NEW BUSINESS (. . . .continued) The administration recommends the Board of School Directors accept the final version of the Big Spring Open Space and Public Safety Master Plan from Simone Collins and acknowledge receipt of the plan in preparation for final close out of the DCED grant. Motion by Barrick, seconded by Blasco to approve the recommendation as outlined above. Roll call vote: Voting Yes: Wolf, McCrea, Piper, Barrick, Gutshall, Norris, Swanson and Blasco. Motion carried unanimously. 8—0 Mr. Blasco asked if there is any part of this that binds us. Mr. Fry stated no. (ACTION ITEM) H) Agreement of Sale for Plainfield and Frankford Elementary Schools On May 20, 2013 the Big Spring Board of School Directors authorized the Board President and Secretary to execute an Agreement of Sale for Plainfield and Frankford Elementary Schools. Within the agreement there was a period for due diligence that allowed the prospective buyer to review building infrastructure. Based on this due diligence clause an amended agreement has been developed and reviewed by our solicitor. The administration requests the Board of School Directors approve the amended Agreement of Sale for Plainfield and Frankford Elementary Schools and authorize the Board President and Secretary to execute the amended Agreement of Sale. Board Member McCrea informed the Board of eight reasons justifying concern over the sale of Frankford and Plainfield. Board Member Blasco asked if the slots we got were in additions to the $220,000. Mr. Fry replied no. Motion by Blasco, seconded by Norris to approve the recommendation as outlined above. Roll call vote: Voting Yes: Wolf, Piper, Barrick, Gutshall, Norris, Swanson and Blasco. Voting No: McCrea. Motion carried. 7 - 1 1) Faciities Utilization Request (ACTION ITEM) Newville Wrestling Association is requesting permission to utilize the high school commons and concession area for a 2013-2014 season kick-off dinner on Sunday, November 17, 2013 from 2:00 p.m. —7:00 p.m. 9 �1 EXy�e/T •y„ DAVID M.MAINES ASSOCIATES,INC. :Roofing&Sheet Metal Construction 10 Expansion Drive,P.O.Box 167 Lewistown,Pennsylvania 17044 ,(717.)248-3070 FAX,(717)248-6204 PROPOSAL PROPOSAL SUBMITTED TO,• Attn:Marc Harder Yellow Breeches Education Center 3967 Enola Road Newville,Pa 17241 DATE: November 11,2013 1 TOPIC: YELLOW BREFCAES EDUCATION CENTER PER YOUR REQUEST ME IS A PRICE TO RE-ROOF APPROXIMATELY 16,000 SQ.FT. OF ROOF SURFACE PER THE FOLLOWING SPECIFICATIONS: 1. REMOVE EXISTING BALLAST AND ROOFING DOWN TO THE EXISTING GYPSUM DECK. 2. REMOVE EXISTING SKYLIGHT AND PATCH IN OPEING IN WITH A METAL FRAME AND 22 GAUGE DECKING. 3. INSTALL TWO(2)LAYERS OF 1.5"POLYISO IN A LOW RISE ADHESIVE OVER EXISTING GYPSUM DECKING. 4. INSTALL A .060 FULLY ADHERED ROOFING SYSTEM PER MANUFACTURES REQUIREMENT FOR A 20 YEAR SYSTEM. 5. INSTALL A .040 METAL EDGE SYSTEM, (COLOR TO BE PICKED FROM STANDARD COLOR CHART). 6. PROVIDE A 20 YEAR MANUFACTURES WARRANTY AFTER COMPLETION OF PROJECT. FOR THE SUM OF:$165&2gLO NOTE: WE DO NOT INCLUDE ANY PERMITS WITH TI-TIS PRICE. NOTE: THIS PROJECT WAS FIGURED WITH PREVAILING WAGE. .............WE WILL CLEAN UP ANY DEBRIS MADE BY OUR TRADE. We, propose, hereby to furnish labor and material complete in accordance with above specifications for the sum of(AS ABOVE) PAYMENT TO BE MADE AS FOLLOWS: le of month for material and labor used preceding month if credit is approved by our firm. Maximum interest allowed by law will accrue on any unpaid balance. A con Tact will have to be signed by all parties involved' All material is guaranteed to be as specified. All work to be completed in a workmanlike manner according to standard practices. Any alteration or deviation from above specifications involving extra costs will be executed only upon Written orders,and will become an extra charge over and above the estimate.`All agreements contingent upon,strike,-.,accidents or delays beyond our control, Owner to carry fire,tornado and other necessary insvrancc. Our workers we fully covered by Workmen's Compensation Insurance. AUTHORIZED SIGNATTJR�: DAVID M. Note: This proposalmay be withdrawn by us if not accepted within thirty(30)days. ACCEPTANCE OF PROPOSAL: The above prices, specifications and conditions are satisfactory and are,ho-eby,.4ccepted. You are authorized to do the work as specified. Payment Mill he made as outlined above. SIGNATURE: . SIGNATURE: DATE OF ACCEPTANCE EXH/B/T ��., IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: SALE OF REAL PROPERTY OWNED NO. BY BIG SPRING SCHOOL DISTRICT SITUATE IN UPPER FRANKFORD TOWNSHIP, CUMBERLAND COUNTY, PENNSYLVANIA AFFIDAVIT I, Steven W. Barrett, SRPA, SRA, ASA, Pennsylvania Certified General Real Estate Appraiser,hereby swear and affirm as follows: 1. I am a Pennsylvania Certified General Real Estate Appraiser, Certificate No. GA- 000298-L and have practiced as a licensed real estate appraiser in and around Cumberland County since 1974. 2. 1 am familiar with real estate values.in Upper Frankford Township in which the property to be sold by Big Spring School District is located. 3. I performed a summary appraisal on the subject property, as of June 1, 2012 for the Big Spring School District, which appraisal provided a range of value, using the sales comparison approach, between $313,180 and $391,475, with an opinion of value of$325,000 as of June 1, 2012. Furthermore, the summary appraisal report included a range of values, based on an income approach, between $350,000 and $365,000, with an opinion of value at $350,000. Finally, the summary appraisal report reconciled the two valuation approaches with a conclusion of value at$325,000. D1 10618- 4. Upon review of my appraisal, and taking into account the current market conditions, it is my opinion that the sales price of Two Hundred Twenty Thousand Four Hundred Four and 00/100 ($220,404.00) Dollars agreed to for this property is fair and reasonable. in forming this opinion, I have also considered the following: a. The appraisal valuing the subject property in June of 2012 at Three Hundred Twenty-Five Thousand and 00/100($325,000.00)Dollars. b. A review of the current market conditions and declining trends in the local real estate market for similar properties. C. Based on conversation with Rack Gilliam, District Director of Transportation, Buildings & Grounds, there are items of deferred maintenance at the subject property that the District will not be required to perform, including but not limited to roof replacement at an estimated cost of$165,000,the capping (repaving) of parking area at an estimated cost of $85,000, window replacement at an estimated cost of $110,000, and abatement of asbestos around steam pipes at an estimated cost of$26,000. These items of deferred maintenance and repair total$386,000. d. The estimates provided by the buyer of the property for the replacement of the roof with an estimate of$88,500 and to replace all fixtures, switches, ballasts and lamps throughout the subject property at an estimated cost of $27,093. e. As a privately-negotiated deal without real estate brokers/agents, the school district will save a real estate commission. Commercial real estate 0110619- commissions are negotiated between five (5%) percent and ten (10%) percent of the purchase price, with the typical commission being six (6%) percent in Central Pennsylvania. Accordingly, the District will realize a savings of$13,224.00 in the proposed transaction. 5. In view of the appraisal, the current market conditions, the substantial costs of deferred maintenance being avoided, and the avoidance of a real estate commission being paid, it is my opinion that the consideration offered for the subject property is most likely a better price than would be obtained at public sale. 6. I am not in any way interested, directly or indirectly,in the sale or purchase of the subject property. I affirm that this information is true and correct to the best of my knowledge, information and belief and I further understand that false statements are subject to the penalties of 18 Pa.C.S.A. §4904,relating to unsworn falsification to authorities. 01 LJ Date Steve W. Barrett, Pennsylvania Certified General Real Estate Appraiser PA Certificate No.: 00298-L 0110618- EXH/B/T ��,. IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: SALE OF REAL PROPERTY OWNED NO. BY BIG SPRING SCHOOL DISTRICT SITUATE IN UPPER FRANKFORD TOWNSHIP, CUMBERLAND COUNTY, PENNSYLVANIA AFFIDAVIT 1, William L. Shearer, Jr., CCIM, CRS, of Prudential Homesale Services Group, Pennsylvania Certified General Real Estate Appraiser, hereby swear and affirm as follows: 1. 1 am a Pennsylvania Real Estate Broker, Broker No. RM-045513-A and a Pennsylvania Broker/Appraiser AB06r6688�86 and have practiced as a licensed real estate broker in and (w around Cumberland County since 19 and as an appraiser since 19* 2. 1 am familiar with-real estate values in Upper Frankford Township in which the property to be sold by Big Spring School District is located. 3. 1 reviewed a summary appraisal on the subject property prepared by Steven W. Barrett, as of June 1, 2012, for the Big Spring School District,which appraisal provided a range of values, using the sales comparison approach, between $313,180 and $391,475,with an opinion of value of$325,000 as of June 1,2012. Furthermore,the summary appraisal report included a range of values,based on an income approach,between$350,000 and$365,000,with an opinion of value at $350,000. Finally, the summary appraisal report reconciled the two valuation approaches with a 0117813- -1- conclusion of value at $325,000. 4. Upon review of the appraisal,and taking into account the current market conditions,it is my opinion that the sales price of Two Hundred Twenty Thousand Four Hundred Four and 00/100 ($220,404.00) Dollars agreed to for this property is fair and reasonable. In forming this opinion,I have also considered the following: a. The appraisal valuing the subject property in June of 2012 at Three Hundred Twenty-Five Thousand and 00/100 ($325,000.00) Dollars. b. A review of the current market conditions and declining trends in the local real estate market for similar properties. C. Based on conversation with Rick Gilliam,District Director of Transportation, Buildings&Grounds,there are items of deferred maintenance at the subject property that the District will not be required to perform, including but not limited to roof replacement at an estimated cost of$165,000, the capping (repaving) of parking area at an estimated cost of $85,000, window replacement at an estimated cost of$110,000, and abatement of asbestos around steam pipes at an estimated cost of$26,000. These items of deferred maintenance and repair total $386,000.00. d. The estimates provided by the buyer of the property for the replacement of the roof with an estimate of$88,500 and to replace all fixtures, switches, ballasts and lamps throughout the subject property at an estimated cost of 0117813- -2- $27,093. e. As a privately-negotiated deal without real estate brokers/agents,the school district will save a real estate commission. Commercial real estate commissions are negotiated between five(5%)percent and ten(10%)percent of the purchase price,with the typical commission being six(6%)in Central Pennsylvania. Accordingly,the District will realize a savings of$13,224.00 in the proposed transaction. 5. In view of the appraisal, the current market conditions, the substantial costs of deferred maintenance being avoided,and the avoidance of a real estate commission being paid,it is my opinion that the consideration offered for the subject property is most likely a better price than would be obtained at public sale. 6. 1 am not in any way interested, directly or indirectly, in the sale or purchase of the subject property. I affirm that this information is true and correct to the best of my knowledge,information and belief and I further understand that false statements are subject penalties of 18 Pa.C.S.A. §4904, relating to unsworn falsification to authorities. Date i m L. Sheake , r., C , CRS eal Estate Bro er/A praisal o. AB066886 Re to Br ker N . RM-0 513-A 0117813- -3- S -L, I D 1, _ IN THE COURT OF COMMON PLEAS OF CJ GOUTY, PENNSYLVANIA PENNSYLVANIA IN RE: : o /P// SALE OF REAL PROPERTY OWNED • NO. ) D- --)4A / D BY BIG SPRING SCHOOL • DISTRICT SITUATE IN UPPER FRANKFORD : TOWNSHIP, CUMBERLAND COUNTY, PENNSYLVANIA • ORDER SCHEDULING HEARING ON PETITION FOR THE SALE OF UNUSED AND UNNECESSARY LANDS OF A SCHOOL DISTRICT AND NOW, this /9271/i, day of _, ua---/ , 2013, upon consideration of the Petition of Big Spring School District for approval of a private sale, a hearing has been granted to determine whether approval should be granted for a private sale of certain real property of Petitioner. A hearing on the above-captioned matter is set for the ditek. day of 201 , at /% 3 C� a -dp.m. in Courtroom No. -S , located at the Cumberland County Courthouse, 1 Courthouse Square, Carlisle, Cumberland County, Pennsylvania. Petitioner is hereby directed and ordered to provide notice to the public in accordance with 24 P.S. §7-707(1) of the School Code. BY THE COURT: • • (>>1 J. . a0 0110618- `� IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: SALE OF REAL PROPERTY OWNED BY BIG SPRING SCHOOL DISTRICT SITUATE IN UPPER FRANKFORD TOWNSHIP, CUMBERLAND COUNTY, PENNSYLVANIA NO. 13- 7298 -CIVIL ORDER APPROVING THE PRIVATE SALE OF CERTAIN REAL PROPERTY OWNED BY THE BIG SPRING SCHOOL DISTRICT AND NOW, this e.'2rty /14(4-4 , 2014, upon consideration of the Petition of Big Spring School District and after a hearing upon the same, it is hereby ORDERED AND DECREED that approval for the private sale of the former Frankford Elementary School by Big Spring School District to Yellow Breeches Education Center, Inc. pursuant to the terms and conditions of the Agreement of Sale, as amended, is hereby GRANTED. et ' biG 76 / 4, EA: ems. / 6 a 44 , aY0W-Y .1144 is 4.6 0110618- r { 3/.2 spy BY THE COURT: CD 201/JIM Y 13 NI 1: CUt1BERL 4 D r;q"„ -J, RENNSYL.V'AIA' ��,: IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE: SALE OF REAL PROPERTY OWNED BY BIG SPRING SCHOOL DISTRICT SITUATE IN UPPER FRANKFORD : TOWNSHIP, CUMBERLAND COUNTY, PENNSYLVANIA NO. 13 7298 CIVIL RETURN OF SALE I, David A. Jones, II, Esquire, of Stock and Leader, Susquehanna Commerce Center, 221 West Philadelphia Street, Suite E600, York, Pennsylvania, 17401-2994, attorney for Big Spring School District does hereby certify that on May 7, 2014, the Big Spring School District completed the sale of the above -referenced real property pursuant to the terms and conditions of sale, as amended, attached to the Petition filed in this matter and as approved by this Honorable Court on March 24, 2014. The Deed, dated May 5, 2014, evidencing such sale, is recorded in the Office of the Recorder of Deeds in and for Cumberland County at Instrument No. 201409503 and a copy of such Deed is attached hereto and is incorporated herein by reference. Respectfully submitted, STO AND LEADER By: Date: itlu! �Z1 2414, 0156145 - D.vid A. Jones, II, Esquire Supreme Cou I.D. #82153 Susquehanna Commerce Center East 221 West Philadelphia Street, Suite E600 York, PA 17401-2994 Telephone: (717) 846-9800 Fax: (717) 843-6134 UPI: 43-04-0387-058 3967 Enola Road Upper Frankford Township THIS DEED made the Inst. # 201409503 - Page 1 of 7 CERTIFIED PROPERTY IDENTIFICATION NUMBERS 43-04-0387-058 - UPPER FRANKFORD CCGIS REGISTRY 05/08/2014 BY DC DEED day of , 2014. BETWEEN BIG SPRING SCHOOL DISTRICT, a body corporate, organized and existing under the Pennsylvania School Code, as amended, with its offices at 45 Mount Rock Road, Newwille, Cumberland County, Pennsylvania, AND GRANTOR YELLOW BREECHES EDUCATIONAL CENTER, INC., a Pennsylvania non-profit corporation with offices located 7 Springville Road, Carlisle, Cumberland County, Pennsylvania 17015, GRANTEE WITNESSETEI, that in consideration of TWO HUNDRED TWENTY THOUSAND FOUR HUNDRED FOUR AND 00/100 ($220,404.00) DOLLARS, in hand paid, the receipt whereof is hereby acknowledged, the said Grantor does hereby grant and convey to the said Grantee, its successors and assigns: ALL that certain tract of land in Upper Frankford Township, Cumberland County, Pennsylvania, as shown on an unrecorded Lot Plan at the Frankford Elementary School dated September 1, 1953, prepared by The Firm of Edmund Geo. Good, Jr. for the Central Cumberland County Joint School District Authority, bearing Sheet No, 309-1, a copy of which Lot Plan is attached hereto and is incorporated herein by reference more particularly described as follows: BEGINNING at state highway leading. from Bloserville to Enola at the line of lands now or formerly of C. Everett Warner and wife; thence along said highway, the following six (6) courses and distances; 1) North 5 degrees 14 minutes East 262.79 feet; 2) North 13 degrees 8 minutes East 176.96 feet; 3) North 24 degrees 32 minutes East 100 feet; 4) North 44 degrees 37 minutes East 100 OI49619- Inst. # 201909503 - Page 2 of 7 feet; 5) North 64 degrees 27 minutes East 377 feet; 6) North 71 degrees 54 minutes East 235.8 feet to a point at lands now or formerly of Merrill F. Warner and wife; thence along said lands South 18 degrees 47 minutes East 561 feet to an iron pipe; thence South 71 degrees 54 minutes West 968.76 feet to a point in the state highway leading from Bl.oserville to Enola at the lands of the said C. Everett Warner and wife; the point and place of BEGINNING. Containing 10.3 acres more or less, IT BEING Tract No. 1 and Tract No. 2, which tracts The Central Cumberland County Joint School District Authority by Deed dated September 21, 1981 and recorded in the Office of the Recorder of Deeds of Cumberland County, Pennsylvania in Deed Book 29-0, page 302, granted and conveyed to Big Spring School District, the Grantor herein; HAVING constructed thereon the former Frankford Elementary School Building. UNDER AND SUBJECT to all restrictions, conditions, covenants, agreements, easements and rights-of-way of record or appearing on the ground. SAW PREMISES being the subject of the petition for approval of the sale of such premises pursuant to 24 P.S. §7-707, as amended, filed by the Big Spring School District at Cumberland County Docket No. 13 -7299 -Civil and approved by Order of Court, dated March 24, 2014, a copy of which Order is attached hereto and is incorporated herein by reference. AND the said Grantor hereby covenants and agrees that it will specially warrant and forever defend the Grantee against all actions which may be brought for the property hereby conveyed by the Grantor or by anyone claiming under or through the Grantor, 0149619. Inst. # 201409503 - Page 3 of 7 IN WITNESS WHEREOF, said Grantor has hereunto set his hand and seal the day and year first. above written.. SIGNED, SEALED, DELIVERED IN THE PRESENCE OF: BIG SPRING SCHOOL DISTRICT ,teatbez Secretary 0149619 - By: President, Board of School Directors (Sl AL) Inst. # 201409503 - Page 4 of 7 COMMONWEALTH OF PENNSYLVANIA SS COUNTY OF YORK On this, the 5 day of , 2014, before me, a Notary Public in an for the Commonwealth of Pennsylvania, t e undersigned officer, personally appeared • (_a) ► , who acknowledged himself/herself to be the ecct.dl Rkos-aj_dgair of Big Spring School District, a body corporate, and that he/she as such officer, executed the foregoing instrument for the purposes therein contained by signing his/her name as such officer, IN WITNESS WHEREOF, 1 hereunto set my hand and notarial seal. I HEREBY CERTIFY that the precise residence and complete post office address of the within named Grantee is:_ 7.8pri 1 .Road,Carlislejennsvlvania 17015 0t19619- , 2014 AttQ aey for G antee Inst. # 201909503 - Page 6 of 7 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA IN RE; SALE OF REAL PROPERTY OWNED BY BIG SPRING SCHOOL DISTRICT SITUATE IN UPPER FRA.NKFORD TOWNSHIP, CUMBERLAND COUNTY, PENNSYLVANIA NO. 13 -7298 -CIVIL ORDER APPROVING THE PRIVATE SALE OF CERTAIN REAL PROPERTY OWNED BY THE BIG SPRING SCHOOL DISTRICT AND NOW, this '- I day of / :ta r1 , 2014, upon consideration of the Petition of Big Spring School District and after a hearing upon the same, it is hereby ORDERED) AND DECREED that approval for the private sale of the former F'rankford Elementary School by Big Spring School District to Yellow Breeches Education Center, Inc. pursuant to the terms and conditions of the Agreement of Sale, as amended, is hereby GRANTED. L BY THE COURT: i%Nj/II ;i:1.! (j r ,9 . o 0110618- CD Inst. # 201409503 - Page 7 of 7 TAMMY SHEARER RECORDER OF DEEDS CUMBERLAND COUNTY 1 COURTHOUSE SQUARE CARLISLE, PA 17013 717-240-6370 Instrument Number - 201409503 Recorded On 5/8/2014 At 10:22:13 AM *Instrument Type - DEED Invoice Number - 160677 User ID - SW * Grantor - BIG SPRING SCHOOL DISTRICT * Grantee - YELLOW BREECHES EDUCATIONAL CENTER INC *Customer - SIMPLIFILE LC E -RECORDING * FEES * Total Pages - 7 STATE TRANSFER TAX STATE WRIT TAX STATE JCS/ACCESS TO JUSTICE RECORDING FEES — RECORDER OF DEEDS PARCEL CERTIFICATION FEES AFFORDABLE HOUSING COUNTY ARCHIVES FEE ROD ARCHIVES FEE BIG SPRING SCHOOL DISTRICT UPPER FRANKFORD TOWNSHIP TOTAL PAID $2,204.04 $0.50 $23.50 $15.50 $15.00 $11.50 $2.00 $3.00 $1,102.02 $1,102.02 $4,479.08 Certification Page DO NOT DETACH This page is now part of this legal document. I Certify this to be recorded in Cumberland County PA RECORDER OF DEEDS * - Information denoted by an asterisk may change during the verification process and may not be reflected on this page.