INTEROFFICE MEMORANDUM

TO: ROBERT A ZIENKOWSKI, TOWNSHIP MANAGER

FROM: WIllIAM M WHITE, FINANCE DIRECTOR

SUBJECT: AIS AGREEMENT & SUPPORTING INFORMATION REQUESTED

DATE:

CC:

5/3/2011

TAMMY COHEN, INTERIM PARKS & RECREATION DIRECTOR WILLIAM MARTIN, ASSISTANT TOWNSHIP .MANAGER

Finance Department

This memorandum is meant to cover the attached information relative to the proposed agreement between the Township and Agnes Irwin School (AIS) for the improvements and rental [of certain times] at Radnor Memorial Park.

As requested, this information packet includes the following items:

• Tri-Party Agreement Input

• Schedule of Daylight Hours for Available Use

• Schedule of 2010 Field Usage (by user group)

• Schedule of Township Maintenance Costs at Radnor Memorial Park

• Schedule of Township investment improvements made at Radnor Memorial Park

Tri-Party Entities Input:

As you know, the Township entered into a tri-party agreement with the Radnor Township School District and Radnor Center Associates (now Brandywine Realty Trust) with regard to the area which includes Radnor Memorial Park. Therefore, as part of the diligence of negotiating the agreement with AIS, the Township met with representatives from both of the other entities of the tri-party agreement. Attached is a letter from Brandywine Realty Trust that supports the compliance of the proposed AIS agreement with the tri-party agreement. Their letter also details various other items they would like considered and resolved if the agreement with AIS is pursued. Then, according to the Solicitor, he met with the Radnor Township School District attorney who didn't object to the legality of the proposed agreement with AIS, but wanted to be sure that there was sufficient parking when the schools want it.

Schedule of Daylight Hours for Available Use:

Much of the discussion that has surrounded the proposed agreement is the sense of "giving away" public land / park space. Therefore, we compiled the total number of available daylight hours throughout the year and applied various usage allocations against it. The purpose of the analysis is to determine exactly how much time the field is available for use versus how much time it will be obligated under the agreement. Please see the Summary Schedule of Hourly Usage at Memorial Field for detailed information.

To summarize the data, in total, there are 4,384 daylight hours in a given year (Source: http://aa.usno.navy.mil/data/docs/RS_OneYear.php). The total number of daylight hours was further reduced to account for the time when kids are in school. It's important to note that the field would be available for public use while kids are in school but we wanted to include this in the analysis since an argument was made that it should be considered. The proposed agreement would allow AIS to rent approximately 22% of total daylight hour usage (annual). If you factor the amount of time that kids spend in school, that percentage grows to approximately 31 %. During the prime usage months (spring and summer months), the percentages are between 18%-32% of total daylight hours or 23%-35% of net available daylight hours after school time is factored in. Further, currently Radnor Memorial Field is rented out for exclusive use by various organizations approximately 14% of the total daylight time, or 19% of the net available time when the time that kids spend in school is factored in.

Finally, a graphical illustration of the available usage time is attached to the summary schedule.

The graph shows the number of daylight hours that Radnor Memorial Park would be available for public use (or permitted use by other organizations), net of the number of hours kids spend in school (represented by the area shaded in green). Then, the amount of rental time called for in the proposed agreement by AIS is shown (represented by the area shaded in red).

Other important timing notes: (1) During certain times in the summer months, the field will be rented by AIS and other organizations at the same time (shared field use). These times are not reflected in the graph and actually add hours of available use during those months. (2) Also, AIS would rent the field from 3:00PM to 6:00PM which is generally before the other sports organizations who currently rent the field (Radnor Wayne Little League, Radnor Soccer, etc.).

Schedule of 2010 Field Usage (by user group):

Another item that has surfaced during these discussions is the issue of who is currently using the fields and for how long. Therefore, the Parks & Recreation Department prepared the attached 2010 Outline of Fields / Users. The matrix shows, by season, the various organizations' use of fields around the Township (both the Township's and School District's fields). The following table summarizes the users of use of the 22 various parks / fields and the total number of 2010 hours:

Users # of Hours

Township Programs 575.50
Radnor Girls Lacrosse & Scoop 250.00
Radnor Boys Lacrosse 673.00
Radnor Wayne Little League 2,101.00
Radnor Soccer Club 1,435.00
St. Katharines 899.00
Agnes Irwin 186.75
Country Day School of the Heart 62.00
RHS - Ultimate Frisbee 370.00
RMS - Baseball 128.00
RMS - Soccer 160.00
JR/SR ... Baseball 237.00
Men's Baseball 21.00
Adult Softball 328.00 2

Schedule of Township Maintenance Costs at Radnor Memorial Park:

The Township also wanted to gain a better understanding of the amount of time and materials it takes to maintain Radnor Memorial Park and the Field. Therefore, after discussion with the Public Works Department, attached is the Schedule of Direct Costs for Maintaining Radnor Memorial Park for 2011 (budgeted). To summarize the data, the Township spends approximately 3% of their time at the Park and approximately 1% of their time on the field which equates to $53,372 and $21,059, respectively.

If the AIS agreement were to be approved, in addition to the physical improvements to the field, the amount of time currently spent on the field maintaining it, would be reallocated to other areas of the Township. We are not showing these dollars in terms of savings because it is our opinion that there are other priorities around the Township that these resources could be directed to.

Schedule of Township investment improvements made at Radnor Memorial Park:

As previously requested by the Board, included in this material is the memorandum dated March 28, 2011 tided Memorial Field Investments. The information includes a summary memo along with a detailed accounting of the transactions for the Radnor Memorial Field improvements. The following Table represents the total investments (pulled from the 3/28/2011 memo):

Project Name Amowlts Paid

Land Acquisition

Parking Lot

Pedestrian Bridge

Field Improvements Engineering / Consulting Other Expenses

$

0.00 766,896.95 826,871.00 369,123.00 323,038.36

46,772.95

If you should have any questions on the information included in this packet, please let me know.

This information is the product of work done by the Township Solicitor, William Martin, Tammy Cohen and me.

3

TRI-PARTY AGREEMENT ITEM

Mr. Zienkowski April 26, 2011

Based on our meeting and review of the AIS Lease, Brandywine believes that the AIS Lease does not violate the provisions of the Declaration and supports AIS' use of the Park Property as provided in the AIS Lease. Notwithstanding Brandywine's general endorsement of the proposed AIS Lease, Brandywine would like the issues raised in this letter to be addressed and responded to prior to a final approval of the AIS Lease by the Radnor Board of Commissioners.

1. Traffic Congestion and Safety at 4-way Intersection of Centennial

Drive and Matsonford Road. Brandywine owns, operates and manages Radnor Corporate Center ("RCC") consisting of five (5) class A office buildings, surface and structured parking, landscaping (including hard-scape and plantings) and Centennial Drive, the perimeter road that serves RCC, the Radnor Township Elementary School and the Township Satellite Parking Lot and connects with Matsonford Road at two (2) intersections. Understandably, access and egress from RCC during typical rush-hour times is of concern to Brandywine and its tenants. With the current traffic volume, the four-way intersection (further west on Matsonford Road towards King of Prussia Road) of Matsonford and Centennial Drive is congested and experiences large traffic volume at morning and evening rush hour which includes congestion associated with significant school traffic using Matsonford Road. It is this intersection that provides access / egress to Arch Bishop Carroll High School and the Park Parcel on the south side of Matsonford Road as well as the Radnor Township Elementary School on the north side. Brandywine would like to know how you plan on mitigating the increased traffic that will be associated with the AIS Lease as well as the anticipated increased usage of the Park Property by Radnor after the AIS Lease improvements are constructed. Improvements to traffic signalization (specifically turn lanes or turn delays) and/or Radnor Police traffic patrols during peak traffic times should be part of this discussion.

2. Security at RCC during Weekends and Holidays. Brandywine

currently provides for security patrols of RCC including the parking lots and structured parking garages during the weekdays between the hours of 4 pm and mid-night. Based on the assumption that the Park Property will be used more frequently on weekends and holidays after the AIS improvements are constructed, Brandywine has concerns related to security on weekends and holidays. Brandywine suggests regularly scheduled patrols of the RCC campus, perhaps hourly, by the Radnor Township Police during activities sponsored at the Park Property whether such activities are sponsored by AIS,

2

Mr. Zienkowskl April 26, 2011

Radnor or approved by Radnor, especially during days and/or times that Brandywine does not have a security patrol in place. In the event that the parking for activities sponsored on the Park Property utilizes the Township Satellite Parking Parcel, patrols should include this portion of RCC as well.

3. Lighting and Related Recreational Amenities. The section of the AIS Lease that relates to Related Recreational Amenities refers to field lighting specifications that meet "Recommended Practices for Sports and Recreational Area Lighting" and the installation of a scoreboard. Brandywine, while not familiar with sports and recreational lighting requirements, is aware that lighting can present challenges to neighboring buildings and properties. Brandywine would like an opportunity to review and gain a better understanding of the lighting plan as it is finalized and would request that Radnor and AIS consider reasonable recommendations related to lighting be considered prior to finalizing the lighting plan. To the extent that the scoreboard requires special lighting, it should be part of such review. Additionally, any use of audio amplification or public address system associated with the Park Parcel sports and recreation activities should be the subject of further discussions. Brandywine's RCC management team has endeavored to be a good neighbor to the Radnor residents that live in the neighborhood surrounding RCC and, based on the history of this relationship, Brandywine believes that lighting and any public address amplification system will be of interest and possible concern to the residential neighbors as well.

To summarize, Brandywine is generally in support of the AIS Lease and the improved recreational facilities that will be constructed on the Park Property. Additionally, Brandywine is anxious to be a good neighbor and has every confidence that the interested parties can work collaboratively to address Brandywine's concerns set forth in this letter.

Sincerely,

~z~~~

Vice President

cc: John B. Rice - via e-mail Urice@grimlaw.com) William Martin - via e-mail (wmartin@radnor.org)

Kristen Shanabarger - via e-mail (Kristen.Shanabarger@bdnreit.com)

3

BrandywineRealtyTrust May 5,2011

Via e-mel! Correspondence @ rzlenkowski@radnor.org

Robert AZienkowski Radnor Township Manager Radnor Township Building 301 Iven Avenue

Wayne, PA19087

Re: Agnes Irwin School ("AIS") and Township of Radnor ("Radnor") Proposed Lease of Radnor Township Memorial Park ("Park Property")

Dear Mr. Zienkowski:

After further reflection on the Proposed AIS Lease of Radnor Memorial Park, Brandywine has determined that it needs additional information as well as time in which to comment on the proposed AIS Lease. Rich McGuckin, a Vice President from Brandywine, will be attending the Radnor Township Parks & Recreation Advisory Board Special Meeting this evening in an effort to gain a better understanding of this Lease and its associated implications.

Accordingly, Brandywine respectfully retracts its letter dated April 26, 2011 until it has had an opportunity to ascertain all of the facts and implications related to the AIS Lease.

To avoid any confusion in the future and to correct a statement made in the April 26, 2011 letter, Brandywine is the ultimate owner of Radnor Center Assoclates, which is the entity that is the fee owner of Radnor Corporate Center.

Brandywine looking forward to learning more about the details of the AIS Lease and requests prior notice ofall Township meeting on this topic so that a Brandywine Representative can be in attendance.

cc: . JohnB, Rice ~ via e-mail Urice@grimlaw.com)

William Martin - via e-mail (wmartin@radnor,org) Tammy Cohen - via e-mail (tcohen@radnor.org)

555 East Lancaster Avenue, Suite 100 Radnor, PA 19087

Phooe:(610) 325-5600 • Fax: (610) 32~)-5622 www.brandywinerealty.corn

SCHEDULE OF DAYLIGHT HOURS (Available Field Use)

Radnor Township, PA

Summary Schedule of Hourly Usage at Memorial Field

Total Daylight Hours Available School Hours (spent in school) Net Available Hours

411 313 124
555 958 1,106
57i>,} 75ij'tj !hY;'o
189 224 390
2(1{~;!) 18(~.'i) 32(;'0
}·V~I!) 23(;'0 351;'0
36
156
11
135
51
338 51
(1",:, 27IJ'~1 4').'0
(1('/0 35(;·'u 51;'0 Percentage of '1'01.:11 D~ylight Hours

AlS Proposed Hours

Pt'l'cent"n.ge of Total rJaylight Hours I-\. .. 'fccnra_gc; of Ncr Av.u]. Flours

Other Hours Used:

Township Programming Radnor Wayne Little League St. Katharines

RHS Ultimate Frisbee Radnor Soccer Club

Total Other Hours Used

tlen-enrage ofTotal l)aylight Hours Percentage of Net Avail. T--J{)UfS

Public Availability:

After School Hours (are subtracted) (Same as Net Avail. Hours)

555 958 1,101
57(;~) is';'!) 90';-"
10(1','0 10ll:'0 1O(J%
366 396 665
3B':'~) 31n'~_j 54°/r,
G{f{;/O 41(':0 GOl% Pe-rCt'nt~lge (If Total Dayljghr Hours Pt;fCcnt:lgc qfNcl' Avail. 1 r(f1l0~

After All User Groups (are subtracted) Percentage of Total j)3ylight Hours Percentage of Net Avail. HOHrs

Current Availability:

After School Hours are subtracted

555 958 1,101
571:,;, 750.;, 9('~<\
WO':,;, IOno,;, :lO(ln,~,
555 620 1,055
57~;'tJ 4)11\, R(;<'>(_l
l(l()';';, 651;';., 951~';) Pcrcentf"tg(; of Total T"_)ayHght Hours Pcrccntag(; nfN(;t. AV;li1. Hou-s

After All User Groups are subtracted PCrCCllL1gt"" of '1'01.111 r)aylight Hours

Percenra.ge of Net Avail. Hours

Footnotes:

1. The time data does not incorporate the number of hours gained with the installation of lights at the field

2. The time data does not account for shared field use (durring summer months) when the Township and AIS will have joint use of the field

3. See the attached detail time usage table for more information

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,..... ,..... ,..... ,..... ,..... SCHEDULE OF FIELD USE (2010 User Groups and Hours)

SCHEDULE OF RADNOR MEMORIAL FIELD ANNUAL MAINTENANCE COSTS

Radnor Township, PA

Schedule of Estimated Annual Maintenance Cost For the Entire Complex and Speicific to the Field

A. Radnor Memorial Field - Entire Complex

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B. Radnor Memorial Field - Athletic Field Only (generally inside the black fencing)

Footnotes:

1 The 2011 full hourly rates for the Park Maintenance employees of the Public Works Department range as follows:

Field Leader 1 (x1) $47.37 per hour

Light Equip. Operator (xi) $51.58 per hour

Skilled Laborer (x1) $42.33 per hour

Laborer (x12) $45.17 per hour (average of 12 employees)

Blended Rate $45.55 per hour

2 This analysis does not consider the amount of direct and indirect cost associated with snow plowing the parking lot since we do not have a confident nun hours spent plowing the lot through the winter storms.

3 This analaysis does non include indirect costs such as equipment depreciaton (mowers, trucks and other equipment) because elimination of Memorial fiel not reduce the amount of equipment owned by the Township.

4 This analysis does not include fuel for the mowers or Public Works trucks to get the employees and equipment to the sight because we don't have a confi number of gallons used by the equipment and the trucks (segregated to this particular property).

Employee Insurances Adopted Budget

Medical $ 319,260
Term Life $ 783
Whole Life $
s Purchased Services Adopted Budget
Utilities s 55,000
Communications $ 825
Uniforms $ 1,350
Professional Development $ 750
Dues & Subscriptions s 250
Contractual Services s 19,589
Maint. & Repair - Bldgs. $ 12,120
Maint. & Repair - Equip. S 24,000
Liability Insurance s 20,000
Contracted Maint. & Repair $ 20,200
Mier-Mach & Equipment s 3,600 • .
S t'f'/(, $ f)"'"
S 1)'> S lI¢/o
S ~)~'~ $ 0"';'
$ 0% s !}"""
$ (y> $ o~-'(\
s (1% $ 0"';'
S 0";, $ n~/"
$ IY» $ 'f/o
S j)~'" $ 0"';'
S O",~, S O~'"
s 0';'" s Ot:,(,
$2i1xwij0;;ii;r;lf.K:fI~!!.!i; ()% :'$;;:i:i:;'.·'H:i:!i!!;;ji~1;j; oc,;, Supplies & Materials Adopted Budget

Operating Supplies Gas, Oil, Lubricants

5': 3(%
(I~'il 0',.,
O~,;, n~/'J
')"" 0'%
·1% ~~';' SCHEDULE OF RADNOR MEMORIAL FIELD INVESTMENTS

INTEROFFICE MEMORANDUM

DATE:

CC:

3/28/2011

TAMMY COHEN, INTERIM PARKS & RECREATION DIRECTOR

TO: ROBERT A ZIENKOWSKI, TOWNSHIP MANAGER

FROM: WILLIAM M WHITE, FINANCE DIRECTOR

SUBJECT: MEMORIAL FIELD INVESTMENTS

Finance Department

As requested by Commissioner Curley, this memorandum is meant to summarize the investments that the Township has made into the Memorial Park and Field since it accepted ownership (in 1996). Please note that this summary is our best effort based on the documentation that exists in the Township's files. We feel that it materiallY includes the investments made by the Township, but may not be all inclusive. The summary does not factor administrative costs associated with the investments nor does it factor the cost of the financing used by the Township to fund the improvements (since I cannot definitively determine the source of proceeds used). In putting this information together, Tammy (and her staff) and I spent approximately 18 hours on Thursday, Friday and Saturday.

According to Township records, Memorial Park was acquired at no direct cost to the Township.

Instead, the parcels that make up the park were assembled through various agreements with various entities. The Township invested in improving the parking lot, constructing a pedestrian foot bridge and improvements to the field itself as detailed in the attached worksheet and summarized in the following table.

Project Name Amounts Paid

Land Acquisition

Parking Lot

Pedestrian Bridge

Field Improvements Engineering / Consulting Other Expenses

$

0.00 766,896.95 826,871.00 369,123.00 323,038.36

46,772.95

To address Mr. Curley's question directly, according to the records we were able to locate, the Township has invested $369,123 into the field itself (which also includes the fencing surrounding the field). This number does not include the amount of money the Township spends annually to mow, trim, and repair the field to keep it in plqying condition. A separate analysis would be necessary to obtain those estimates.

If you or Mr. Curley should have any questions, please let either Tammy or me know. Thank

you.

EXHIBIT A

(Daily Daylight Hours, School Hours and AIS Hours Table)

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EXHIBITB

(Daily Sunrise & Sunset Table)

~ 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2

c, a. a. a... c... a. c, a... a. a. a. a... 0.. a... 0... a. Q... a. 0.... a.. 0... c... 0... e, 0..

W~~~mN~o~w~~~~~mmN~~OO~~row~~~~

~~~~~~~~~~~~~~~~~~~~~~~~:~~~~~

04/21/11

LEASE AGREEMENT

THIS LEASE AGREEMENT ("Lease"), made and entered into this __ day of ______ , A.D., 2011, by and between the TOWNSHIP OF RADNOR, a Township of the First Class with offices at 301 Iven Avenue, Wayne, PA. 19087 ("Radnor") and AGNES IRWIN SCHOOL, Ithan Avenue and Conestoga Road, Rosemont, PA 19010-1042, ("AIS").

WHEREAS, AlS desires to use, lease, and improve the property, owned by Radnor, known as Radnor Memorial Park, Delaware County Tax Map Parcel Number 36-02-01238-90, consisting of 7.15 acres, located at King of Prussia Road and Matsonford Road in Radnor Township ("Property") as more fully set in the deed descriptions attached hereto and incorporated herein as Exhibit '~"; and

WHEREAS, AIS agrees to provide, at its sole cost and expense, significant improvements to the Property consisting of the installation of an artificial turf field and other related student athletic improvements (collectively, the "Improvements"); and

WHEREAS, after the installation of the above described Improvements, the Property will be available for joint use of both AIS and Radnor in accordance with the conditions set forth below; and

WHEREAS, it is hereby mutually agreed that AIS will utilize the Property only for the purposes outlined in this Lease beginning on the full execution of this Lease.

NOW, THEREFORE, in consideration of the mutual covenants set forth herein and intending to be legally bound, AIS and Radnor agree as follows:

A. LEASE OF PROPERTY

1. In consideration of the mutual covenants and agreements set forth in this Lease, and

other good and valuable consideration, including the construction of the artificial turf field and related recreational amenities described in Paragraph C. of this Lease, Radnor leases the Property to AIS under the terms and conditions set forth below.

B. TERM OF LEASE; RENT

1. The initial term of this Lease ("Initial Term") shall be for fifteen (15) years

commencing on the date of full execution of this Lease by both parties and execution of a separate Facilities Operating Agreement ( "Effective Date").

2. AIS shall have the right to extend this Lease beyond the expiration date provided in

Paragraph B.1 on the following terms and conditions:

a. Should AIS perform all the terms and conditions of this Lease, at the end of

the Initial Term, this Lease shall automatically be renewed for all additional term of one (1) year unless either AIS or Radnor gives six (6) months notice of its intent to terminate the Lease. AIS shall be permitted to extend the lease all additional four (4) times for a total combined period of five (5) years beyond the Initial Tenn.

b. AIS may exercise each option to extend this Lease by giving Radnor written

notice of its intention to do so not later than six (6) months prior to the expiration of the applicable extended Lease term,

3. AIS shall pay Radnor a yearly rental of Twenty-Five Thousand Dollars

($25,000.00), payable in two (2) installments, the first being January 1 st and the second installment on July 1st of each year of this Lease.

-2-

4. Any usage or rental fees collected by Radnor Township for Radnor or Radnor

sponsored organizations shall be retained by Radnor. Any usage or camp fees collected by AIS for AIS sponsored events shall be retained by AIS.

C. AIS RIGHTS AND OBLIGATIONS

1. AIS will construct, at its sole cost and expense, an artificial turf field on the Property

as generally outlined on the plan and the proposed shown on a plan of Improvements attached hereto and incorporated herein as Exhibit "B" ("Plan"). AIS, with the written approval of Radnor, will also install and maintain related recreational amenities on the Property such as fencing, parking, score boards, spectator seating, lighting, storage and storage facilities ("Related Recreational Amenities") provided that the installation of those Related Recreational Amenities is in compliance with the rules, regulations and ordinances of Radnor, and all federal and state statutes and regulations. AIS's obligation to perform under this Lease is expressly conditioned upon AIS obtaining approval, not subject to further appeal, from the required governmental agencies necessary to construct the artificial turf field on the Property, together with the Related Recreational Amenities (the "Conditions Precedent").

2. AIS may use the field and Related Recreational Amenities in accordance with a

schedule to be established on an annual basis, as follows:

a. During the academic year, from Monday through Friday, from 3 :00 p.m. to

6:00 p.m. for athletic practices and games, provided that the time may be extended for games in progress until completion of the game. In the event of weather delays when games are scheduled, AIS and other authorized users may finish games beyond the scheduled time, but no game may begin within one-half hour of the scheduled ending time for the field.

- 3 -

b. During the academic year, twelve (12) times, in the evening from Monday

through Friday from 6:00 p.m. to 9:00 p.m.

c. During the academic school year, four (4) Saturdays for scheduled games

from 9:00 a.m. to 5:00 p.m,

d. Prior to the start of the academic year for pre-season practice for three (3)

weeks in August from 9:00 a.m. to 5 :00 p.m;

e. During the summer months when school is not in session for joint sports and

recreational camps with Radnor Township, for six (6) weeks from 9:00 a.111. to 5:00 p.m. The parties will meet on an annual basis to develop cooperative sport and recreational camps during this time period.

3. AIS shall be responsible for any and all maintenance, repair, upkeep and

replacement of the field, and Related Recreational Amenities, including the following:

a. Keeping the existing comfort station in a safe, aesthetic and maintained

condition including residing and sealing the outside walls when needed as determined by the Township.

b. Maintaining the existing walking track around the field for public use.

c. Field lining for boys and/or girls lacrosse, soccer and field hockey games.

d. Cleanup and trash removal from the site as a result of AIS or AIS sponsored

activities.

e. Mowing and maintaining the lawn and stormwater basin as shown on

Exhibit "B".

-4-

f. Installing and maintaining field lighting in accordance with the IESNA

Lighting Handbook, 9th Edition, and IESNA Publication RP6-0l(2009), "Recommended Practices for Sports and Recreational Area Lighting".

g. Installing and maintaining a scoreboard, if erected, provided that any such

scoreboard shall have the Radnor Township seal on it but no other advertising unless approved by Radnor Township. AlS shall have the right to hang a school banner from the scoreboard during their games.

4. Radnor and AlS may authorize other athletic groups to utilize the field and related

recreational amenities as shown on the plan, subject to the following conditions:

a. Radnor shall have the sole responsibility for the scheduling of all events or

activities 011 the Property, Prior to the use of the sports turf field, AlS and Radnor administrative staff shall develop a joint calendar of events for the field and shall meet thereafter on an annual basis to establish an annual event calendar.

b. The use of the artificial turf field shall be limited to AlS school events and

Radnor Township sponsored events. Any other organization desiring to utilize the artificial turf field and amenities shall pay a rental fee to be determined on an annual basis by Radnor. Rental fees shall take into account both the use of the field' and the utility bills associated with the use of any lights constructed on the Property, All rental fees shall be divided equally between Radnor and AlS.

c. AIS shall insure that AlS groups shall comply with reasonable policies and

procedures to be developed jointly by AIS and Radnor. Additionally, AIS shall be responsible for any police or security control needed during heavy use periods for events and games, for control of traffic congestion, and for regulating unauthorized parking along the Property's driveway. Secondly, AIS shall be required to bus all student participants who are using the field for authorized

- 5 -

events. AIS shall further be responsible for communicating with the Radnor School District to coordinate any sharing of the parking lot for overlapping events between AIS and the Radnor School District.

d. Radnor shall have sole responsibility for the operation of its sports anellor

recreational programs to be conducted at the Property and AIS shall have sole responsibility for the operation of its sports and recreational programs to be conducted on the Property. Each party shall be responsible to make sure that adequate supervision is provided on the conduct of any respective programs on the Property. Radnor shall have ultimate responsibility for determining proper operation and supervision of any events which occur on the property by AIS or outside organizations.

5. AIS, Radnor, and Radnor-sponsored athletic organizations may not utilize the

Property for activities other than athletic events and the Property shall not be utilized by any party for events such as carnivals, flea markets, dog/horse shows, or like activities. Radnor sponsored athletic organizations are community organized sporting groups serving primarily Radnor residents who have been authorized to use the field for an approved event.

6. AIS shall be responsible at all times and in all circumstances to control the use of the

facilities to insure compliance with the terms of this Lease and any rules, regulations or ordinances of Radnor.

7. AIS shall reimburse Radnor for all utility and electric service to the Property upon

execution of this Lease, except that any electrical bills for the operation of the lights shall be borne by the party using the lights. AIS shall also be responsible for any snow removal in the parking lot a11e1101' repair of existing parking areas including resurfacing of the parking lot within a specified period as determined by the Township. The Township shall remain responsible for the designated

- 6 -

wooded area adjacent to King of Prussia Road and Old Matsonford Road which will remain the obligation of Radnor as shown on Exlt ib if "R" of this Lease.

8. AIS shall install stormwater management facilities as required by the statutes,

ordinances and regulations of Radnor and the Commonwealth of Pennsylvania. AIS shall prepare, for approval of Radnor, a schedule for maintenance of the stonnwater management facilities installed by AIS. AlS shall execute a stonnwater maintenance agreement in a form satisfactory to the Radnor, which maintenance agreement shall be in a form consistent with other stonnwater maintenance agreements approved by the Township.

9. Neither Radnor nor AlS shall obstruct or prevent the Radnor Township School

District from using the existing parking lot or overhead wallcway for school related activities.

10. AlS shall not use, generate, store, treat, dispose of, or otherwise introduce into, on or

about the Property any hazardous substances, as defined by any Federal, State or Township law or ordinance.

11. AIS shall not use the Property or permit the Property to be used in any manner that

results in damage to the Property or constitutes a nuisance. AIS shall not use the Property or permit the Property to be used for any illegal purpose. AlS, at its own expense, will comply, and will cause its contractors and invitees to comply, with all applicable Federal, state, county or township laws, ordinances, rules, or regulations.

12. AIS shall maintain the Property throughout the Initial Term of the Lease and any

extensions of the Initial TelID, and each user of the Property shall take reasonable precautions to keep it free from waste or debris.

13. If AlS holds over and wrongfully continues in possession of the Property after

expiration of the term of this Lease or any extension of the Initial TelID, AlS will be deemed to be

-7-

occupying the Property at sufferance from month-to-month tenancy, without limitation on any of Radnor's right or remedies thereunder subject to all of the terms and conditions of this Lease.

D. RADNOR RIGHTS AND OBLIGATIONS

1. The facilities identified as shared facilities on the Plan attached hereto, incorporated

herein and marked as Exhibits '~" and "B", ("Shared Facilities") shall be open and available to Radnor and Radnor-sponsored athletic organizations at all time when not in use for scheduled AIS activities. The facilities and Property, including the artificial turf field shall be open and accessible for general use by Radnor Township residents when not being used by AIS sponsored programs or Township sponsored programs, and the general public shall have access to the walking track and other amenities at all times, even during active field use by AIS or Radnor.

2. Radnor shall have priority in the use and scheduling of Radnor and Radnor-

sponsored recreational and sporting events at all times when the Property is not in use for regularly scheduled AIS activities.

3. Radnor shall provide police patrols through the Property as deemed necessary by the

Radnor Township Superintendent of Police and AIS shall provide security as it deems necessary to supervise AIS educational and athletic events and AIS-sponsored athletic events.

4. Radnor will continue to maintain the wooded landscaped area on the Property at the

corner of King of Prussia Road and Matsonford Road, identified as the "restored wood lot" set forth on Exhibit ICB".

E. INSURANCEIINDEMNIFICATION

1. To the fullest extent permitted by law, AIS agrees to defend, indemnify, pay on

behalf of, and save harmless Radnor, its elected and appointment officials, agents, employees, and authorized volunteers against any and all claims, liability, demands, suits or loss, including attorneys

- 8 -

fees and all other costs connected therewith, arising out of or connected to the AIS's use or occupancy of the Property so long as this Lease remains in effect, and thereafter until the expiration of all time periods within which a claim may be made, unless such damage or loss is the result of the willful and gross negligence of Radnor, or their elected or appointed officials, consultants, agents or employees.

2. AIS shall purchase and maintain throughout the term of this Lease, or its use or

occupancy of the Property, commercial general liability insurance or its equivalent with minimal amounts of: $1,000,000.00 - each occurrence, $1,000,000.00 - personal injury, $2,000,000.00 - general aggregate; and $1,000,000.00 - products/completed operations aggregate.

The commercial general liability insurance or its equivalent shall include coverage

for all of the following:

a. Liability arising from premises and operations;

b. Liability arising from products and completed operations;

c. Contractual liability including protection for AIS from bodily injury and

property damage claims arising out of liability assumed under this Lease;

d. Liability arising from the explosion, collapse, or underground hazards;

e. Liability arising from athletic or sports participation; and

f. Liability arising from bodily injury to spectators.

3. Radnor and Radnor's elected and appointed officials, officers, agents, employees and authorized volunteers shall be named as additional insureds on this commercial general liability insurance policy as respects AIS's use or occupancy of the premises of Radnor. The following manuscript wording must be utilized on the additional insured endorsement issued by the general

- 9 -

liability insurer and shown on the insurance certificate submitted by AIS to evidence its purchase of

commercial general liability insurance:

TIllS policy is amended to include as additional insureds Radnor Township and the Township's elected and appointed officials, officers, agents, employees and authorized volunteers, but only for liability arising out of your operations on, at or adjacent to premises of the Township, "your product" or "your work".

4. For all automobiles owned by AlS, AIS shall purchase and maintain throughout the

term of this Lease or its use or occupancy of the Property, business auto liability insurance or its

equivalent with a minimum limit of $1,000,000.00 per accident and including coverage for liability

arising out of the ownership, maintenance or use of any auto and or automobile contractual liability.

5. For all AlS employees, the AIS shall purchase and maintain throughout the term of

this Lease or its use or occupancy of the Property workers compensation insurance or its equivalent

with statutory benefits as required by any state or Federal law, including standard "other states"

coverage, and employers liability insurance or its equivalent with minimum limits of: $100,000.00-

each accident for bodily injury by accident; $100,000.00 - each employee for bodily injury by

disease; and $500,000.00 - policy limit for bodily injury by disease.

6. To the fullest extent permitted by law, the AIS and its employees, officials,

volunteers, agents and representatives waive any right of recovery against Radnor and their elected

and appointed officials, officers, volunteers, consultants, agents and employees for any and all

claims, liability, loss, damage, costs or expense (including attorneys' fees) arising out of the AIS's

use or occupancy of the Property or arising out of AIS's operations on, at or adjacent to any

property owned by Radnor. Such waiver shall apply regardless of the cause of origin of the loss or

damage, including the negligence of Radnor, unless such damage or loss is the result of the willful

and gross negligence of Radnor, or their elected or appointed officials, consultants, agents or

- 10 -

employees. AIS shall advise its insurers of the foregoing and such waiver shall be provided under the AIS 1 S commercial property and liability insurance policies and the AIS 1 S workers compensation insurance policy, if any.

7. AIS and its employees, officials, volunteers and agents shall be solely responsible

for any loss or damage to property of AIS or its invitees, employees, officials, volunteers, agents and representatives while such property is on, at or adjacent to the Property,

F. FIELD REMOVAL OR REPLACEMENT

1. Contemporaneously with the execution of tills Lease and prior to construction, AIS

shall establish an evergreen letter of credit or other financial security acceptable to Radnor to guarantee the removal and disposal of the artificial turf upon termination of the Lease and to provide sufficient fmancial security in the event of any default during construction of the artificial turf field.

2. In addition to the letter of credit as described in the foregoing paragraph, AIS shall

establish a separate performance bond, letter of credit or other fmancial security acceptable to Radnor, to guarantee that in the event that the turf field is removed or if the lease is terminated, the Property shall be graded and reseeded to an acceptable condition consistent with its present use.

3. If during the term of the Lease, the artificial turf needs replacement, AIS shall be

responsible for all replacement costs. If the Lease is terminated for any reason and Radnor continues to use the artificial turf, AIS would be responsible for the continuing maintenance costs for the life of the existing turf. Any and all warranties from the turf manufacturer shall transfer to Radnor in the event that the Lease is terminated for any reason.

G. EVENTS OTHER THAN AIS OR RADNOR EVENTS

1. Radnor shall approve and schedule any proposed athletic events by entities other

than AIS and any such rental shall be subject to Radnor's schedule of fees for field rental.

- 11 -

2. Any organizations other than AIS or Radnor which propose to use the Property shall

meet insurance, fmancial security and other field use requirements to be agreed upon by AIS and Radnor.

3. All Radnor sponsored athletic organizations and entities with permission to use the

field will be required to produce a certificate of insurance in an amount specified in Paragraph E.2. naming Radnor and AIS as additional insureds.

H. DEFAULT

1. If AIS fails to comply with any term, provision, or covenant of this Lease, and does

not cure the failure within a period of thirty (30) days after written notice from Radnor of the failure, AIS shall be in default of this Lease; provided, however, if such default is not cured within such 30- day period, and if AIS commences such cure within such period and diligently prosecutes such cure to completion, the time to cure shall be extended for the period reasonably required to effect such

cure.

2. On the OCCU11'ence of any event of default, and the failure of AIS to cure such default

as provided above, Radnor shall have, in addition to all other rights and remedies available to it by law or equity or by any other provisions of this Lease, the option to terminate this Lease on at least sixty (60) days' notice to AIS and, on the date specified in said notice, this Lease and all rights of AIS hereunder shall expire and terminate, AIS shall thereupon quit and surrender possession of the Property to Radnor and AIS shall remain liable to Radnor under all other terms of this Lease.

r. MISCELLANEOUS

1. AIS may not assign this Lease or sublease, or encumber any portion of the leased

Property without the prior written consent of Radnor. Any attempted assignment, sublease or other transfer, in violation of the provisions of this lease, shall at the option of Radnor, be void.

- 12 -

2. Radnor or its authorized representative shall have the right at any time to enter on

the premises for inspection purposes.

3. The Lease shall be governed by and construed in accordance with the laws of the

Commonwealth of Pennsylvania. All obligations of the parties created by this Lease are

performable in Delaware County, Pennsylvania.

4. In the event anyone or more of the provisions contained in this Lease shall for any

reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or

unenforceability shall not effect any other provision of the Lease, and this Lease shall be construed

as if such invalid, illegal, or unenforceable provision had never been included in the Lease.

5. TIlls Lease constitutes the only agreement between Radnor and AIS with regard to

the Property, and supersedes any prior understandings or written or oral agreements between the

parties respecting the subject matter of this Lease.

6. AIS shall be bowld by and comply with the Covenants, Restrictions and Easements

Agreement dated August 16, 1999 and recorded against the Property at Deed Book 1988 Page 1022.

7. No amendment, modification, or alteration of the terms of this Lease shall be

binding unless in writing, dated subsequent to the date of this Lease, and duly executed by Radnor

and AlS.

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,

TOWNSHIP OF RADNOR

AGNES IRWIN SCHOOL

By:

By:

Name: John W. Fisher Title: President

Name:

Title:

- 13 -

EXHIBI·T "A"

Instrument Nwnber: 2000014513

e: RECORD-01988/1039 Date Filed: 3/7/2000 12:00:07 AM'

DelIcrlptlon of the Township SBt~IIItC Parking Parccl

Beginning III II point on the center Line of Mutlronford Road. and a point being. on the East slde or Kine of Prusaia Road 16.77 feel from the center line of King of Pruss in Road; then along the centerline of Matsonford Rond North 73 degreea 30 minutes 05 seconds Easl86.32 feet 10 u point of curve thence still along the centerline of'Mataonfbrd Rood along the an: of a circle curving to

,--_u'-thc right with a radius or-9-Su:-grfcet. II lli5jimce of343:n-fc:eCthc cffoJtl-or'whlcll-bea:rs-north-g3"-uu._. degrees 51 minutes 5 seconds easI.343.85 feel to II point of tangent, (hence stlll along the

center[lne of Matson ford Road South 8j degreee 47 minutes 55 seconds East 160.12 feet 10 II

point. thence leaving the centerline of Matsonford ROIld crossing o ver the South right-of-way or

said road South II degrees 22 minutes Wesl 440.65 fe!::t to 0 point, thence South 66 degrees 42

minutes SO seconds' West 228.95 feet to 8 point. thence along the arc of a circle curving 10 the

right with 0 radius of 42.00 feet. 0 distance of 63.71 feet, the chord of which bears North 69

degrees 49 minutes 48 seconds West 57.78 feel, thence alonj; II line South Cl) degrees 38 minutes

West 7.50 feet to II point being nlung thc East sldo of King of Prussia Rood. thence along the East

side of K.ing of Prussia Road North 26 degrees 22 minutes West 509.34 feel 10 u point and place

of beglnnlng, Said area herein described belng 4.S84 acres.

m 19du

tJ39

Printed: 8/24/2010

·Instrument Nmnber: 2000014513 .lJuu .... a

e: RECORD-01988/1058 Da.te Filed: 317/2000 12:00:07 AM

Description orthc Htdlpad P:nrceJ---·---·---·-------·--·-_.I·-- ..

ALL TI:lAT CERTAlN 0=1 or land, $ltuall1n the To\lll1JhJp of~, Cou.nly of De1.awa.rc 'tiM CommonwC1llIh of l'ennsylV*n!t., btinr aboWll 011 • pllJl r.ntitled ·ALT .... ·ACSM Lmd TIlle SuNwy, Plan of hdno. cOrporaa Ce.n!4r, pun p~cd for RlId.nor O;IIIU AssooIIlII:S, a 1'IJll:05Ylvanla 1Jmltod pntDl:nhlp", prepued by Y Irr\:t$ IuIsoctatet. Inc: , West Che£ter, Poaruylvmls, ~Ied luly 16, 1m, Ian revlsed &nd cartified on ~ 7, 1994, sh<>eu 1 and:z. of:1, and beinJ mort· particularly d~1:>4d u follow.:

-··--lmOlNNlNO AT AN lion pin on the Southcrly ..... Ids-=--o.....,f~).{~auonfi-~oitfp .. 0id(37 .. -WJdaJ.iiia polDf···

being ~ me s-even. m follQwiflJl cmI[SOI ~ diWJ)CftS from tb4 in~D of lM tiUe lJne In Klng of Ptm$la. ROlld with lbt Soulhtrly ridt. ~ Qf HUll's I...t.na (40' ~, prlV1llB)1 (1) alons the Soulhuly dde nne of Ib.t-o', L..azw, H 6~ 31' 00· 13, 31~. SO· 10 a poio1: (2) uiooe, H :U' 29' 00" W. ;10.00' to a pobIt in Ih~ 'b&d DC lba's l..ttIal (3)!ht:Dea in IM bed of Rt.t.'4 Lane, 00 abe .xc of a circle curvlng '0 the left, }u. v!.na .. n.c!iu.r 0 f 1.:52.5.00', ~ IIt'C d1s tuo<;c of 200.75' and a chord beuina JlDd dllW>oe. or N 64· ~l' 00· B, 200.60' 10 II point: (~~ In the _, on tho ·1Iy,; of" elrcle !;urYblt to the loft, hAvI", "udha of 460.00'. IUl are dbtaMe of 40.01' and .!I. chord be.1rtn.e :IlJ)d di~ Or N 58" 29' 00· B, «1.00' to a \Xlln!; (5) th= a.loD,& tho .E.astarly line of 1and.J DOW or fo~rly of ihe Township of lU.dnor, S'1'" 16' ;W- E, SS1.63' \0 I. poinr In the bed

of Matsonford Road; (6) Ihtnco in \ht bed or M.uonford Road, N g,. 40' oo- W, 15.00' 10 a polnl; (7) thanc:e, S 11·:i::z· 00· w. 1.0,::16' 10 !he polot a.nJ place of boJ:l:nnl~; thelle(; Cx:icndl.ot lUOn: the Soulhetly J\6e 1Ina 01 MlltronfOrd .Road, S 8S' "8' 20" E, 363.90' 10 ... polm: theocc a1ol1,l the Wcstuly 11m of a road (not namod), S 40" Uj' 40" E, 7).68' to I. polot: '!hence along the ElIJI)<!. on the aIO of" elrele CIlrvllls to the lefe, h&vinJ I. ndhu of ~l.SIS'. an are IlliUl..t1l:A: of 66,47' aM' (lbord ~ and d1~ of S 10' S7' 51- E. (\6.U· to 1 pelm of reverse curve: ~ along the mnc, 011 the alC or " efrc\l curving 10 IN. rI.th1, lu.ving a ~dlus of .w.OO'. an lire I1lltll"JO.(; of 56.87' aM" chord beaona and dlnanc:c of $ :l ... 11' :u;- W, 5l.lO' lQ I. poln!. on U,e Nonll.orly side Ilne of Old.M~onford PoD'" {wldth varI")i lbBnae along e.a.ld side liM, S 56· 4;L' 50· W, 5~.88' to a spike., tbcoce .Io~ tht l!.utr:.rly I~ of 1.001 DOW or fo~rly of the Townsblp of ltadnor. Nil· 22' 00· "S, 411.42' to the filS! rnellli~ point aoO p\I>CO of beglrull 08.

CONT ..... INING: 2.831 ~U. H.\t"7\P"Tl.I.OlOl ..... ptt.-

~,.o -qt 36 - 0,2.- 0:2/ ;?1 r? - 90

Printed: 8/24/2010

EXHIBIT "B"

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