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OPTION I\GREEMENT Oetween

BOROUGH OF NARBERTH And

LOHER MERION SCHOOL DISTRICT

THIS AGREEMENT, dated as of :he

day of

A. D. 1979, by and bet· .... een BOROUGH OF NARBERTH ("Borough"), it muni-

cipal corporation of the Commonwealth of Pennsylvania, situated in

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the County of Montgomery, and LOWER MERION SCHOOL DISTRICT ("Scho,::>l

District"), a school district of the Commonwealth of Pennsylvania;

WITNESSETH THAT:

WHEREAS, the public elementary school facility located

at Essex and Sabine Avenues, Narberth, is, or has heretofore been,

owned by the Narberth Borough School Authority and is, or has her~-

"') tofore been, leased by said Authority to School District, successor to the School District of the Borough of Narberth, under a cer-

taln lease dated as of September IS, 1961, and amended by a Supplemental Lease dated as of January 1, 1964, which leases were assigned

to Gi~prd Bank, Trustee under a Trust Indenture dated as of January 1, 1964, for the holders of certain School Revenue Bonds, Ser-

ies of 1964; and

WHEREAS, School District has declared said school facil-

ity as excess and not needed to serve the requirements of said

school district, and has cancelled, or is about to cancel said

lease with the agreement of the Narberth Borough School Authority

and Girard Bank, Trustee as aforesaid; and

WHEREAS, Borough has, or is about to, acquire title to

said school facility and property for borough purposes from Nar.J> berth Borough School Authority; and

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IvIIEREl\S, Borough. School District and Narberth Bo r ou q

School Authority have entered into a t1emorandum of UnderstanJinq

dated as of February 26, 1979, wherein it is agreed between said

parties, inter alia, that Borough will give to Authority its gen-

eral obligation bonds, equalling in principal and interest rate

the outstanding narberth Borough School Authority Bonds, which

general obligation bonds are to be transferred to Trustee as secur-

ity for said Authority's outstanding bonds so that the lease of

School District may be surrendered and cancelled; and that Borough

will give to School District its note equalling in principal and

interest rate, a portion of general obligation bonds of School Di5-

trict invested in said school facility; and

WHEREAS, it is further agreed in said ~iemorandum of UlIderstanding ~Iat School District shall have an option to recapture

said schonl facility, for use as a public school only, at certain

dates al~ subject to certain conditions:

NOH THEREFORE, the parties hereto, in consideration of

the agreements, conditions and covenants herein contained and of

the sum of One Dollar ($1.00) paid by School District to Borough,

the receipt whereof is hereby acknowledged, each intending to be

legally bound hereby, do covenant and agree as follows:

Section 1: School District shall have an option

to recapture and repurchase all that certain lot or piece of qr ound ,

together with the buildings, fixtures and improvements erected

thereon, as described in Schedule nAn attached hereto and made a

part hereof ("School Facility") fu~ use as a public school only,

at the end of a term of ten, fifteen, ~eilty, ~ty-rhe or

thirty years following the date of acquisition of ownership of }said school facility by Borough.

Section 2: In the event that School District shall

wish to exercise its o~tion to recapture and repurchase said scheol

facility at the end of any of said ten, fifteen, twenty, twenty-

five or thirty year terms, it shall give written notice of such

intention to the secretary of Borough at least two years prior to the end of the term at which it desires to recapture or 9urchase

said facility. If S9hoo1 District shall fail to give such written

notice at least two years prior to the end of the term in ~uesticn, said notice shall be ineffective for that term and void. If School

District shall desire to recapture and repurchase said facility in

any subsequent term, a new notice to Borough shall be given in ac-

cordance herewith during any subseauent term at the end of which

recapture and repurchase is desired.

Section 3: In the event of recapture and repurchase i,t by School District at the end o~ any of the aforementioned periods, School District shall repay to Borough all principal and interest payments made by Borough on its general obligation bonds issued to

Narberth Borough School Authority and on its note issued to School Distr~~t, in connection with the acquisition of said school facility by Borough, from the date of the issuance of said bonds and

note to the end of the term at which title is to be reacquired or

recaptured.

Section 4: In the event of recapture and repurchase by School District at the end of any of the aforementioned

periods, School District will pay to Borou~h as additional con-

sideration the unamortized portions of the costs of alterations

and remodeling to the school facility paid for by Borough's tenant,

Robert J. Sigel, Inc., or by any successor tenant. Said unamortized

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costs shall be based on the complete amortization of all such costs

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of alterations and remodeling within the initial term of any lease

with Borough's tenant or successor tenant, but not to exceed the

sum of TWo Hundred Thousand Dollars ($200,000) in the event of re-

capture at the end oE ten years; the sum of One Hundred Thousand

Dollars ($100,000), in the event of recapture at the end of fif-

teen years; and there shall be no obligation for repayment of any

such costs by School'District for any costs of alterations or re-

modelJng by Borough's tenant or succes~or tenant for recapture at

the end of twenty years or thereafter.

Section 5: If Borough shall make expenditures for c~pital improvements, repairs or replacements to the school build-

ings and environs during the period of thirty years following acquisition of ownership thereof by Borough (in addition to altera-

tions and repairs by Robert J. Sigel, Inc., or a successor tenant),

~ then in the event of the exercise by the School District of its right to recapture at any of the hereinabove mentioned periods, school District shall reimburse Borough for the reasonable fair market value of the remaining life of said capital improvements,

repaiZ9 or replacements as of the date of recapture by School

District.

Section 6: In the case of any dispute or question

arising under this contract between the parties hereto, said dis-

pute or question shall be submitted to two arbitrators, one to be

appointed by each of the parties to this agreement, and the arbi-

trators so chosen sh~ll, if themselves unable to agree, choose a

third arbitrator without unnecessary delay. The decision in writ-

ing, signed by any two or all, of the arbitrators shall be final

and binding on the parties hereto.

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Section 7: In the event that School District shall

exercise its option to recapture said school facility as herein

set forth, but at a later time shall decide to resell and dispose : of the same, the parties hereto agree that Borough shall have the , right to repurchase the premises for the price paid by School DisI

I trict upon recapture plus the unamortized portion of any improve-

ments made by School ,District after recapture based on the cost of same and distributed over the reasonable economic life of said im-

: provements.

IN WITNESS WHEREOF Borough of Narberth has caused this

agreement to be signed in its corporate name by its President of council and its corporate seal to be hereto affixed, duly attested by its Secretary or Assistant Secretary and Lo,.,er Merion School District has caused this Agreement to be signed in its corporate

,';_ name by the President or Vice President of its Board of School

Directors and its corporate seal to be hereunto affixed, duly at-

tested by its Secretary or Assistant Secretary, all as of the day

and year first above written.

" BOROUGH OF NARBERTH
!t By .( '" .
i PresIdent of council
II (corporate seal) /
" Attest
Ii Secretary
:I
It
"
"
! LOWER ~1ERION S~HOOL DISTRICT
"
By " ,0, ' : .'
(corporate seal) presiae~t: Board of School
Directors
"
I Attest I. ,I.. l, t, I 1 ° • t '"
,
" i Secretary
! )

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Schedule "1\"

(I\ttached to and made part of A9reement dated 1979, between BOROUGH OF NARBERTH and LOI'IER MERION SCHOOL DISTRICT)

TRACT NO.1

J\LL THAT CERTAIN lot or piece of ground situate in the Township of Lower Merion (now the Borough of Narberth), County of Montgomery, and State of Pennsylvania, and described according to a survey made thereof in the year 1889, by C. Henry Roney, Esq., Engineer, etc., of the City of Philadelphia, as follows, to wit:

BEGINNING at a stake in the center line of Sabine Avenu« fifty feet in width, 'being <l150 a corner of lots nos. 6, 11 and 12 on said Plan: thence extending along the westerly line of said lot no. 6, north nineteen degrees forty-six minutes west, passing over a marble stone in the northerly side of said Sabine Avenue one hundred and eighty-five feet to a point in other ground of said Charles E. Shoemaker: thence along said ground and on a line parallel with said Sabine Avenue south seventy degrees fourteen minutes west three hundred feet to the easterly line of Essex Avenue: thence along the easterly line of said Essex Avenue south nineteen degrees forty-six minutes east one hundred and eighty-five feet

to a stake in the center line of said Sabine Avenue, and thence along the center line of said I\venue north seventy degrees fourteen minutes east three hundred feet to the place of beginning.

~ CONTAINING one acre and one hundred and ninety-nine

i31 seven hundred and twenty-$ixths of an acre.

TRACT NO.2

ALL THAT CERTAIN tract or piece of land situate in the Borough of Narberth in the County of Montgomery and State of Pennsylvania, bounded and described according to a certain survey and plan thereof made by Milton R. Yerkes, C.E. November 1, 1902, as follows, to wit:

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BEGINNING at a spike marking the intersection of the middle lines of Montgomery Avenue and Sabine Avenue (fifty feet wide); thence along the middle line of said Sabine Avenue south sixty-nine degrees, thirty-four minutes west, four hundred and eighty-three feet and forty-two one-hundredths of a foot to a stake set for a corner; thence north twenty degrees, twenty-six minutes west, three hundred and thirty feet and twenty-five one-hundredths of a foot to a stake set in the middle line of Elm Terrace (forty feet wide): thence alona the middle line of said Elm Terrace north sixty-nine degrees, thirty-seven minutes east, two hundred and fifty-one feet and ten one-hundredths of a foot to a spike in the middle line of Montgomery ~VGnue aforesaid and thence along the

s ame south fifty-five dC1rees, thirty-five minutes east, four hundred and three feet and seventy-three one-hundredths of a foot to the first mentioned spike and place cf beginning.

CONTAINING two acres and seventy-eight hundred and thirty-five ten-thousandths of an acre.

COHMONHEl\LTII OF PENNSYLVANIA: ffl-Il.. f}(I~ L t(f III SS:

COUNTY OF Z:C:;'HlJltlfl!ll'

On the I<J':JJ!... day of

A. D. 1979, be-

tJ;_~ ~,q.'4k~

fore me, the

~d

subscriber, personally appeared

of t'he said BOROUGH OF NARBERTH, who being duly

sworn according to law, says that

he was personally present at

the execution of the above Indenture, and saw the conunon or corpor-

ate seal of the said Borough duly affixed thereto; that the seal so affixed thereto is the common or corporate seal of the said Borough: that the said Indenture was duly sealed and delivered by 'J;~~~ ~ J-tMi;-{.'\..., ~~ of the said Borough, as and for the act

and deed of the said Borough, for the uses and purposes therein

mentioned, in accordance with a Resolution of the Borough Council

of the Borough of Narberth, and that the names of this deponent as

and of !( ~"t;:t.. lJ· /6-v.J.N.:f,

of the said Borough, subscribed to the

above Indenture in attestation of its due execution and delivery, are of' their and each of their respective handwritings.

Sworn to and Subscribed before me, the day and year

aforesaid. Witness my hand and notarial seal.