RIGHT-OF-WAY AGREEMENT

AND TEMPORARY CONSTRUCTION EASEMENT

(Five Points Intersection)

THIS EASEMENT AGREEMENT dated as of this day of , A.D.,

2009, by and between E. HAVERFORlJ ASSOCIATES, LLC, A LIMITED LIABILITY COMPANY,
BY ITS MANAGING MEMBER, MAITHEW JOSEPH, having a place of business located at 756-
758 E. Haverford Road, Bryn Mawr, PA 19010 (hereinafter referred to as "Haverford's and the
TOWNSHIP OF RADNOR, a Home Rule Municipality, so designated under the laws of the
Conunonwealth of Pennsylvania, with offices located at 301 Iven Avenue, Wayne, PA 19087
(hereinafter referred to as "Radnor").

BACKGROUND

WHEREAS, Haverford is the owner in fee of those certain parcels of real estate located
within the jurisdictional limits of Radnor Township and now or formerly known in the Office of the
Board of Assessment Appeals of the County of Delaware (the "Board of Assessment') as all or a
portion of Tax Folio Nos. 36050309300 and 36050309500 (collectively, the "Property"); and

WHEREAS, the Property has frontage upon County Line Road owned and maintained by the
Conunonwealth of Pennsylvania; and

WHEREAS, the Conunonwealth of Pennsylvania, Department of Transportation

("PennDOT') has expressed its support of Radnor and Lower Merion Township ("Lower
Merion") to widen and otherwise improve the intersection of Bryn Mawr Avenue with Glenbrook
Avenue and with County Line Road (the "Intersection") in Bryn Mawr, Pennsylvania 19010, and
to improve the public health, safety and welfare; and

WHEREAS, pursuant to a certain Roadway Improvement Plan prepared by Pennoni

Associates, Inc., dated November 26, 2008, and incorporated herein by reference (the "Platt"),
Radnor and Lower Merion intend to redesign/recorrligure said Intersection to widen and improve
said Intersection; and

WHEREAS, as more fully depicted on said Plan, Radnor intends to encroach upon the
Property and has requested that Haverford grant a temporary construction easement to Radnor and
any contractors or subcontractors of Radnor and Lower Merion implementing the Plan, to enter
upon a portion of the Property identified as the "Temporary Construction Easement Area" on the
Plan (the "Temporary Construction Easement Area") as set forth on Exhibits '~" and "C" for
the purpose of construction consistent with said Plan; and
 WHEREAS, the parties hereto have agreed that Haverford will convey to Radnor in fee
simple the right-of-way area as set forth on the legal description and accompanying plot plan
described attached hereto as "Exhibits "B" and "C"; and

WHEREAS, Radnor has offered to Haverford the total sum of Thirty Thousand Four
Hundred Forty-Four Dollars ($30,444.00) (hereinafter referred to as "Consideration") to acquire
the right-of-way area and temporary construction easement area.

NOW, THEREFORE, for and in consideration of the mutual promises set forth herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound hereby, Haverford and Radnor agree as follows:

1. Incorporation of Recitals. The recitals set forth in the Background section

of this Agreement are incorporated herein as if set forth in their entirety.

2. Grant of Easement. Haverford hereby grants and conveys to Radnor, and

Radnor hereby accepts from Haverford, a non-exclusive easement (the "Temporary Construction
Easement") on, over and through the Temporary Construction Easement Area for the purpose of
allowing entry of construction equipment and supplies/materials and manpower, and to redesign
and reconfigure the curb cuts on the Property within the right-of-way allowing ingress and egress
from County Line Road pursuant to said Plan at all times during the term of this easement provided
that Radnor and its agents shall ensure that: (a) at least one (l) means of ingress and egress shall be
kept open to vehicular and pedestrian traffic; (b) to the extent permitted by PennDOT, construction
activities shall be concentrated during hours other than 7:00 a.m. to 9:00 a.m., and 11:30 a.m. to
1:00 p.m. on Monday through Friday; and (c) Haverford's signage and the electricity lines running
to Haverford's signage shall not be disrupted, and that any disruption of Haverford's business is
kept to a minimum.

3. Term of Temporary Construciion Easement. The term of the Temporary

Construction Easement (the "Term") shall commence on the date that Radnor provides written
notice to Haverford that the construction is to commence and said Term shall continue until the
construction is completed and equipment and supplies/materials are removed from the Property,
and the said Property is restored substantially to the condition in which it was immediately prior to
construction, including, but not limited to, all landscaping, paving, sidewalks and curbs, in
accordance with applicable law but in not event later than December 31,201 O.

4. Conveyance of Real Estate. Haverford does hereby grant and convey to

Radnor in fee simple the right-of-way area as describedon Exhibits I'B" and ICC" in order to
provide road widening, curbing, sidewalks and necessary utilities within the right-of-way area in
exchange for the Consideration described in this Agreement. Additionally, Radnor acknowledges
and agrees that the elimination of one (1) parking space for Haverford's existing use will not result
in noncompliance with Township zoning requirements and notwithstanding the elimination of the
one (1) parking space, Haverford will continue to be credited with that one (1) lost space even if the

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 use changes in the future. Upon completion of the construction of the Plan, Radnor shall convey
the right-of-way area to the Commonwealth of Pennsylvania.

5. Indemnification; Insurance. Except with regard to claims, demands, suit,

damages, costs, expenses, judgments, awards or losses arising out of the willful misconduct of
Haverford, its servants, agents and/or employees, officers, contractors, elected or appointed
officials, Radnor shall indemnify, defend and hold harmless Haverford and its officers, agents,
contractors and employees from and against any and all claims, demands, costs.: expenses,
judgments, awards and losses (including without limitation, actual and reasonable attorneys'
fees, court costs and liabilities related to or arising from or under any international, Federal, State
or local government laws) arising out of or in any manner or form related to Radnor's use and
enjoyment of the easement and rights granted and declared under or pursuant to this Agreement.
At all times during the Term the Township and its agents and contractors shall carry and
maintain in full force and effect, an appropriate commercial general liability policy or policies
covering operations, automobiles (including owned, non-owned or hired vehicles), contractors
and subcontractors, with a minimum limit applicable to bodily injury liability (including, but not
limited to, wrongful death) and property damage liability of Two Million Dollars ($2,000,000.00)
single limit per incident or occurrence and in the aggregate, and name Haverford (or, as
applicable, its successor-in title to the Property) as an additional insured thereunder as it or, as
applicable, his, her or their interests may appear. Radnor shall deliver to Haverford certificates
of insurance as evidence of the coverages described above. All deductibles under any policies of
insurance shall be reflected on the certificates of insurance. All insurance shall be primary
without right of contribution of any other insurance carried by Haverford. Each certificate of
insurance shall provide that thirty (30) days prior written notice shall be given to Haverford in the
event of a cancellation or material change in the policies. Radnor's obligation under this
paragraph with respect to both indemnification and insurance shall cease upon completion of the
Intersection improvements upon the Property or December 31,2010, whichever date is later.

6. Governing Law. This Agreement shall be interpreted and enforced in

accordance with the laws of the Commonwealth of Pennsylvania without regard to principles of
conflicts of laws.

7. Entire Agreement. This Agreement and all attached exhibits represent tile
entire agreement by and between the parties with regard to the subject matter hereof. This
Agreement may be amended only in a writing executed on behalf of each of the parties hereto or, as
applicable, their respective successors or assigns.

8. Recording. This Agreement shall be recorded in the office of the Recorder

of Deeds in Delaware County, Pennsylvania.

9. Cost of Maintenance. The cost of maintaining the construction easement

shall be borne by Radnor until such time as the construction has been completed per the Plan.

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 10. Pre-ConstructionJPost-Construction Review. Prior to initiation of
construction of the Plan, Radnor shall schedule a meeting with PennDOT, its contractors, and
Haverford to address access and construction issues to Haverford's site, and the parties shall
establish a process to address unforeseen circumstances. Additionally, upon completion of
construction of the Plan, the parties shall meet and discuss any outstanding issues with respect to
the right-of-way being conveyed by Haverford,

11. Notices and Communications. All notices and other communications

hereunder shall be in writing and shall be deemed to have been dilly given for all purposes five (5)
business days after its deposit in the United States mail, and when sent by registered or certified
mail, return receipt requested, postage prepaid, to the following address for each owner noted
above. Either party may change the place notices are sent to by written notice to the other party as
provided herein:

E. Haverford, Associates, LLC Radnor Township

Attn: Matthew Joseph Attn: Township Manager
756-758 Haverford Road 301 Iven Avenue
Bryn Mawr, Pa 19010 Wayne, PA 19087

12. Amendments. The Agreement may not be altered, modified, amended or

terminated except by an instrument in writing duly executed by the owners or successors in interest
of the Property that are bound by this Agreement and in recordable form, which shall be recorded
promptly and the expense thereof shall be bome equally by all parties then bound hereunder.

13. Declarations and Covenants. It is intended that the declarations and

covenants contained herein are to be covenants running with the land and affirmatively enforceable
against the land, and any grantee successors and assigns thereof. In furtherance and not in
limitation of the foregoing, it is hereby understood and agreed that the easements granted herein
shall benefit the land identified herein as benefitting from such easement to the use and enjoyment
of the then owner of such land.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby have
caused this Easement Agreement to be duly executed on the day and year first above written.

HAVERFORD: E. HAVERFORD ASSOCIATES, LLC

A LIMITED LIABILIT COMPANY

BY ITDMJlWG ~ER
By:
Name: Matthew Jos
Title: Managing Member

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 RIGHT-OF-WAY AGREEMENT
Al\TJ) TEMPORARY CONSTRUCTION EASEMENT
(Five Points Intersection - Signatures Continued)

RADNOR: RADNOR TOWNSHIP

By: ~)<
Name: Thomas A. Masterson, Jr. \
Title: President

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 ACKNOWLEDGMENTS

COMMONWEALTH OF PENNSYLVANIA
: SS.
COUNTY OF DELAWARE

ON TIDS \ C/\:~ day of \);celY'-'0ev ' A.D., 2009, before me a .Notary

Public, personally appeared MATTHEW JOSEPH, MEMBER AND MANAGING MEMBER OF E.
HAVERFORD ASSOCIATES, LLC., A LIMITED LIABILITY COMPANY, known to me (or
satisfactorily proven) to be the person whose name is subscribed to the within instrument, and
acknowledged that he executed the same for the purposes therein contained.

IN WITNESS WHEREOF, Ihereunto set my hand and Notarial Seal.

\'C'rI J\,L,~~
( ~o
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Public . . (
COMMONWEALTH OF PENNSYLVANIA
Notarial Seal j
Maryann K. Cassidy, Notary Public .
RadnorTwp., Delaware County I
My Commission Expires July 23, 2010 i
Member, Pennsylvania Assoclatlon of Notaries
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 ACKNOWLEDGMENTS

COMMO]VWEALTH OF PENNSYLVANIA
: SS.
COUNTY OF

ON THIS day of , A.D., 2009, before me a Notary

Public, personally appeared THOMAS A. MASTERSON, JR., known to me (or satisfactorily
proven) to be the Chairman of the Board of Commissioners of Radnor Township, and whose
name is subscribed to the within instrument, and acknowledged that he executed the same for the
purposes therein contained.

IN WITNESS WHEREOF, I hereunto set my hand and Notarial Seal.

________________________ ~EA~
Notary Public

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 AGREEMENT TO EXECUTE RIGHT-OF-WAY
AND TEMPORARY CONSTRUCTION EASEMENT

THIS EASEMENT AGREEMENT dated as of this day of ,A.D.,

2009, by and between E. HAVERFORD ASSOCIATES, LLC, A LIMITED LIABILITY COMPANY,
BY ITS MANAGING MEMBER, MATTHEW JOSEPH, having a place of business located at 756-758
E. Haverford Road, Bryn Mawr, PA 19010 (hereinafter referred to as "Haverfordn and the
TOWNSHIP OF RADNOR, a Home Rule Municipality, so designated under the laws of the
Commonwealth of Pennsylvania, with offices located at 301 Iven Avenue, Wayne, PA 19087
(hereinafter referred to as "Radnor").

WHEREAS, Radnor and Lower Merion Townships have proposed to widen and otherwise
improve the intersection of Bryn Mawr Avenue with Glenbrook Avenue and with County Line
Road (hereinafter referred to as "Intersection") in order to improve the public health, safety and
welfare; and

WHEREAS, pursuant to a certain Roadway Improvement Plan prepared by Pennoni

Associates, Inc., dated November 26, 2008, and approved by the Pennsylvania Department of
Transportation, a portion of the proposed plan improvements will encroach upon property owned by
E. Haverford Associates, LLC, a Limited Liability Company, by its Managing Member, Matthew
Joseph (hereinafter referred to as "Haverfordry; and

WHEREAS, the parties have negotiated and agreed to a separate Right -of-Way Agreement
and Temporary Construction Easement to be recorded at the Delaware County Recorder of Deeds
Office, a copy of which is attached hereto and incorporated herein as Exhibit '~".

NOW, THEREFORE, in consideration of the foregoing grant of Right-of-Way and

Temporary Construction Easement to Radnor and the payment of compensation as set forth in the
attached right-of-way and easement, the parties further agree as follows:

1. That upon completion of the Roadway Improvement Plan and the issuance
of any and all related PennDOT permits and approvals, the parties will meet to determine a way to
protect that portion of Haverford's building which is closest to the improved roadway by either the
placement of bollards between the building and the roadway or other protective devices to the
satisfaction of both parties. Radnor will be responsible for all costs associated with the placement of
bollards or other protective devices.

2. Radnor acknowledges that the Roadway Improvement Plan will eliminate

one (1) parking space for Haverford's existing educational testing services use, however Radnor
agrees that notwithstanding the elimination of the one (1) parking space, Haverford will continue to
be credited with that one (1) lost space even ifthe use changes in the future.
 3. Haverford and Radnor acknowledge that there is a "paper street" or alley on
the west side of Haverford's property adjacent to the existing Wawa property. Radnor agrees that,
to the extent that Haverford wishes to utilize the paper street as an area to park cars, Radnor
acknowledges that the paper street is not a public right-of-way and that Radnor has no public rights
in the paper street to prevent Haverford from utilizing this area for additional parking spaces.
Haverford's use of the paper street is subject to any existing private rights in the alleyway by
adjoining property owners.

4. Radnor shall be solely responsible and shall pay any transfer taxes which
may be due as a result of Haverford's conveyance of the Right-of-Way and Temporary
Construction Easement to Radnor.

5. Radnor agrees to reimburse Haverford for its attorneys fees in the amount of
One Thousand Five Hundred Sixty-Five Dollars ($1,565.00) within thirty (30) days after approval
of this Agreement by the Board of Commissioners.

IN WITNESS WHEREOF, the parties hereto, intending to be legally bound, have hereunto
set their hands and seals the day and year first above written.

HAVERFORD: E. HAVERFORD ASSOCIATES, LLC

By:
BY~~;imr1
A LIMITED LIABILITY C MP ANY

ER

Name: Matthew Josepli

Title: Managing Member

RADNOR: RADNOR TOWNSHW

By: \\;l-1~~~:q:tL~~~~-L:~
Name: Thoma A. Masterso
Title: President

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 DESCRIPTION OF TEMPORARY CONS'IRUCTION EASEMENT
TO BE ACQUIRED
FROM THE LANDS OF E. HAVERFORD ASSOCIATES, LLC
IN THE TOWNSHIP OF RADNOR

ALL TIIAT CERTAIN piece of land situate in the Township of Radnor, County of Delaware,
Commonwealth of Pennsylvania as shown on Exhibit C (attached) as prepared by Pennoni
Associates Inc., dated July 16,2009. being bound and described as follows:

BEGINNING at a point in the westerly Right-of-Way line of County Line Road (State Route
1001), said point being measured the four following courses and distances from the intersection
of the center line of County Line Road with the center line of Bryn Mawr Avenue (State Route
1032): (1) along the centerline of County Line Road South 28 degrees 17 minutes 17 seconds
East 39.5 feet to a point of curvature. (2) continuing along the centerline of County Line Road,
along an arc curving to the left in a southeasterly direction having a radius or 598 feet an arc
length of 78.5 feet, a chord bearing of South 33 degrees 16 minutes 36 seconds East to a point
along said are, (3) South 54.degrees 11 minutes 29 seconds West 21.10' to a point, (4) South 58
degrees 36 minutes 4 seconds West 11.6 feet to the point of beginning. Thence from said point
of beginning as follows to wit:

1) Along an arc curving to the left in an easterly direction having a radius of 630.67
feet an arc distance of 3.64 feet, a chord bearing of South 35 degrees, 53 minute
35 seconds East, a chord distance of3~64feet to a point, thence

2) South 40 degrees 43 minutes 11 seconds East 4.12 feet to a point; thence

3) North 53 degrees 34 minutes 6 seconds East 2.01 feet to a point, thence

4) South 40 degrees 43 minutes 11 seconds East 19.98 feet to a point, thence

5) South 51 degrees 44 minutes 52 seconds West 2.00 feet to a point. thence

6) South 40 de~~e~ ·4j· ~iI111tesi1·seco~ds East .43.78 feet to a point, thence

7) South 41 degrees 44 minutes 59 seconds East 60.18 feet to a point along the
easterly property line ofE. Haverford Associates, LLC, thence

8) Along the easterly property line of E. Haverford Associates. LLC South 57

degrees 57 minutes 4 seconds West, a chord distance of 10.15 feet to a point.
thence

9) North 41 degrees 44 minutes 59 seconds West 58.5 6 feet to a point, thence

Exhibit: "A"
 10) North 40 degrees 43 minutes 11 seconds West 27.58 feet to a point along the face
of the building, thence

11) Along the eastern face of the building North 58 degrees 32 minutes 31 seconds
East 6.19 feet to the comer of the building, thence

12) Along the northern face of the building North 31 degrees 27 minutes 29 seconds
West 33.42 feet to the comer of the building, thence

13) Along the western face of the building South 59 degrees 5 minutes 40 seconds
West 24.89 feet to a point, thence

14) North 34 degrees 48 minutes 36 seconds West 11.56 feet to a point along the
westerly property line ofE. Haverford Associates, LLC, thence

15) Along westerly property line of E. Haverford Associates, LLC, the North 58
degrees 36 minutes 4 seconds East 22.45 feet to the point of BEGINNING and
containing within these metes and bounds 1207.02 square feet or 0.03 acres more
or Jess. Be the contents thereofwhat they may.

BEING part of Folio Numbers 36-05-03093-00 and 36-05-03095.

BEiliU part of the same premises which Elias Dow, by Deed recorded in Delaware County in
Deed Book 4279, Page 1116 conveyed unto E. Haverford Associates, LLC, in fee.

The purpose of this acquisition being for access to the property for the purposes of regarding
driveways, parking Jots, and other construction associated with the widening of County Line
Road for the addition of turning lanes onto Bryn Mawr Avenue.

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 DESCRIPTION OF REQUIRED RIGHT-OF-WAY
TO BE ACQUIRED
FROM THE LANDS OF E. HAVERFORD ASSOCIATES, LLC
IN THE TOWNSBJP OF RADNOR

ALL THAT CERTAW tract of land situate in the Township of Radnor, County of Delaware,
Commonwealth of Pennsylvania as shown on Exhibit B (attached) as prepared by Pennoni
Associates Inc., dated July 16, 2009, being bound and described as follows:

BEGINNlNG at a point in the westerly Right-of-Way line of County Line Road (State Route
JODI), said point being measured the three following courses and distances from the intersection
of the center line of County Line Road with the center line of Bryn Mawr Avenue (State Route
1032): (I) along the centerline of County Line Road South 28 degrees 17 minutes 17 seconds
East 39.5 feet to a point of curvature, (2)"continuing along the centerline of County Line Road,
along an arc curving to the left in a southeasterly direction having a radius of 598 feet an arc
length of 78.5 feet, a chord bearing of South 33 degrees 16 minutes 36 seconds East to a point
along said arc, and (3) South 54 degrees 11 minutes 29 seconds West 21.10' to the point of
beginning. THENCE from said point of beginning. as follows, to wit:

1) Along the westerly Right-of-Way line of County Line Road, along an arc curving
to the right in a southwesterly direction having a radius of 2,890.79 feet an arc
distance of ]30.32 feet. a chord bearing of South 36 degrees 01 minutes 14
seconds, East to a point, a chord distance of 130.31 feet to a point; thence
continuing;

2) North 41 degrees 44 minutes 59 seconds, West 60.18 feet to a point, thence

. continuing;

3) North 40 degrees 43 minutes 11 seconds, West 43.78 feet to a point, thence

continuing;

4)· North 51 degrees 44 minutes 52 seconds, East 2.00 feet to a point, thence
continuing; .

5) North 40 degrees 43 minutes 11 seconds, West 19.98 feet to a point, thence

continuing;

6) South 53 degrees 34 minutes 06 seconds West 2.01 feet to a point, thence

continuing; f

7) North 40 degrees 43 minutes Il seconds, West 4.12 feet to 9. point, thence I

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continuing;
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Exhibit "B"
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 8) Along the arc of a circle curving to 'the right in a northwesterly direction having a
radius of 630.67 feet an arc distance of 3.64 feet, a chord bearing of North 35
degrees 53 minutes 35 seconds, West, a chord distance of 3.64 feet to a point
along the northerly property line of E. Haverford Associates, Inc., thence
continuing;

9) Along the northerly property line of E. Haverford Associates, Inc., North 58

degrees 36 minutes 04 seconds East' 11.60 feet to the point or place of
BEGINNING and containing within these metes and bounds 708.1 square feet or
0.016 acres more or less. Be the contents thereofwhat they may.

BEING part of Folio Numbers 36~05"03093"OOand 36-05-03095.

BEING part of the same premises which Elias Dew, by Deed recorded in Delaware County in
Deed Book 4279, Page 1116 conveyed unto E. Haverford Associates, LLC, in fee.

The purpose of this acquisition being for the widening of County Line Road for the addition of
turning lanes onto Bryn Mawr Avenue.
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