GRANT OF CONSERVATION EASEMENT
THIS GRANT OF CONSERVATION EASEMENT is made this ________ day of
_________________, A.D., 2021 (the “Easement Date”), by PHILADELPHIA GLIDER COUNCIL, INC., located at 934 Route 152, Perkasie, PA 18944-2866, (hereinafter referred to as “Grantor” or “Owner”), in favor of HILLTOWN TOWNSHIP, of 13 West Creamery Road, P.O. Box 260, Hilltown, PA 18927 (hereinafter referred to as “Grantee”).
1. Grantor is the sole owner in fee simple of certain real property in Bucks County,
Pennsylvania, more particularly described in Exhibit “CE-1” attached hereto and incorporated herein by reference (hereinafter referred to as the “Property”). Grantor operates a glider facility on the Property (“Gliderport”), which includes unpaved grass runways for the towing of glider planes, as well as the take-off and landing of tow planes and glider planes, along with hangars, a clubhouse, and other buildings. The Gliderport is recognized herein as a lawful pre-existing, non-conforming use.
2. As depicted on Exhibit CE-1, the Property consists of two areas: a 105.20 acre area that is subject to the provisions of this Easement (the “Eased Area”) and a 13.5 acre area that is excluded from the provisions of this Easement (the “Excluded Area”).
3. The Eased Area possesses natural, agricultural and open space values (hereinafter collectively referred to as “conservation values”) of great importance to Grantor, Grantee, the people of Hilltown Township, Bucks County, and the people of the Commonwealth of Pennsylvania.
4. The parties intend that the conservation values of the Eased Area be preserved and maintained in perpetuity by permitting only those land uses of the Eased Area that do not significantly impair or interfere with those conservation values, including, without limitation, land uses relating to farming and certain specific components of the Gliderport operation.
5. To assure that the Eased Area and the conservation values are forever retained, Grantor, in consideration of the above and the mutual covenants, terms, and conditions contained herein, and pursuant to the laws of the Commonwealth Pennsylvania, herein voluntarily grants and conveys to Grantee a conservation easement in perpetuity over the Eased Area described in Exhibit “CE-2” of the nature and character hereinafter set forth (hereinafter referred to as the “Easement”).
6. Grantee, a municipal corporation organized pursuant to the Second Class Township Code, is a qualified organization under the rules and regulations of the Internal Revenue Code of 1986, as amended, I.R.C. §170(h)(iii), (hereinafter the “Internal Revenue Code”) to accept conservation easements pursuant to its open space plan, which includes as a primary purpose the preservation and protection of the land in its natural, agricultural, and open space condition.
7. As of the Easement Date, the parties have signed an acknowledgment of the accuracy of a report to be kept on file at the principal office of the Grantee (the “Baseline
Documentation”). The Baseline Documentation contains an original, full-size version of the plan depicting the easement area (“Easement Plan”); a complete inventory of buildings, structures and other improvements on the Property (both in the Eased Area and in the Excluded Area); a sufficiently detailed description of the scope of activities conducted on the Property (both the Eased Area and the Excluded Area); as well as other information sufficient to identity the area(s) and conservation resources to be protected as of the Easement Date.
8. Within the Excluded Area, placement or construction of buildings and structures are permitted in accordance with Township Ordinances, recognizing the Gliderport as a lawful pre- existing non-conforming use, with the right to natural expansion within the Excluded Area.
B. USE REGULATIONS – EASED AREA
1. Prohibited Uses. Any activity on or use of the Eased Area inconsistent with the
terms and provisions of this Easement is prohibited. Without limiting the generality of the foregoing, the following activities and uses are expressly prohibited:
(a) Residential, Industrial, Commercial, and Institutional uses unless expressly permitted below.
(b) Storage areas or waste dumps of any kind.
(c) Coverage of the land by asphalt, concrete, or other material that does not constitute a natural cover for the land.
(d) Construction of any buildings, structures, or other improvements of any kind (including, without limitation, roads, driveways, runways and parking lots) other than construction pursuant to an easement, license, or other interest in real estate solely for the underground extension and conveyance of public utilities such as sewer, water, electric, cable communications,
telecommunications, or natural gas under the Eased Area. Existing Gliderport hangers and related structures as documented in their present location as shown on Exhibit “CE-1” are permitted to be maintained, repaired and replaced without increasing the area or volume of any such structure.
(e) Alteration of the land surface through grading or soil dumping or trenching, except as may be necessary for activities related to the purpose of this Easement, including the construction of storm water facilities to address drainage issues on the Easement Area.
(f) Surface mineral development or mining.
(g) New advertising signs or billboards, or new fencing of any kind.
(h) Introduction of nonnative plants and animal species that may compete with and result in the decline or elimination of natural species. Any new plantings shall be confined to native plants characteristic of the region.
2. Permitted Uses. Grantor reserves to itself, and to its successors and assigns, all rights accruing from its ownership of the Eased Area, including the right to engage in, or permit or invite others to engage in, all uses of the Eased Area that are not expressly prohibited herein or inconsistent with the purpose of this Easement. The following uses within the Eased Area are specifically reserved by Grantor, and otherwise permitted depending on whether the Gliderport remains in use or not.
(a) While operation of the Gliderport continues, the following uses are permitted within the Eased Area:
(1) Conservation of open land in its natural state (for example, woodland, fallow field, or managed meadow).
(2) Forestry, in keeping with established standards for selective harvesting and sustained yield forestry. Clear cutting of the Eased Area or any portion thereof is strictly prohibited. Selective trees may be removed from the Eased Area that, in the reasonable opinion of Grantor, threaten the safe operation of aircraft utilizing the Gliderport.
(3) Use of existing buildings and structures for the Gliderport operation consistent with the Baseline Documentation and maintaining, repairing and replacing same without increasing their size (area, height, volume, etc.) or changing their current use.
(b) If operation of the Gliderport permanently ceases, then the following uses are also permitted within the Eased Area:
(1) Agricultural and horticultural uses (including raising crops), livestock operations (but not pig/hog or cow/cattle operations), and equestrian activities.
(2) Outdoor areas for the training and exercising of horses, including fences and jogging tracks (but excluding stables and buildings for the boarding of horses).
(3) Passive recreational uses, including, but not limited to, trails for walking, hiking, biking, and the operation of off-road or all-terrain vehicles (but excluding dirt bikes). Rifle ranges and other uses similar in character and potential impact, as determined by the Grantee, are prohibited.
(4) Signs advertising farm products derived from the agricultural use of the Eased Area.
(5) Fencing in accordance with Township regulations.
C. RIGHTS OF GRANTEE
1. Grantee’s Rights. To accomplish the purpose of this Easement the following rights are conveyed to Grantee by this Easement:
(a) To preserve and protect the conservation values of the Eased Area.
(b) To enter upon the Eased Area at reasonable times in order to (i) monitor compliance with the terms of this Easement; (ii) investigate suspected, alleged or threatened violations of this Easement (iii) or to enforce the terms and conditions of this Easement; provided that, except in cases where Grantee determines that immediate entry is required to prevent, terminate or mitigate a violation of this Easement that will injure, impair or destroy conservation values, such entry shall be upon prior reasonable notice to Grantor, and Grantee shall not unreasonably interfere with Grantor’s use and quiet enjoyment of the Eased Area.
(c) To prevent any activity on or use of the Eased Area that is inconsistent with the terms of this Easement and to require the restoration of such areas or features of the Eased Area that may be damaged by any activity or use that is not permitted herein.
(d) To assert a claim, defend or intervene in, or appeal, any proceeding under applicable law that (i) pertains to the impairment of the Easement or the conservation values; or (ii) may result in a transfer or change to the Eased Area that violates the terms of this Easement.
2. No Waiver. If Grantee does not exercise any right when available to Grantee, such failure to exercise the right shall not be interpreted as a waiver of any non-compliance with the terms and conditions of this Easement, nor shall such failure to exercise the right be a bar to the future exercise thereof.
D. NOTICE AND APPROVAL
1. Notice. Grantor shall notify Grantee in writing not less than ninety (90) days prior
to the date Grantor intends to undertake any activity in the Eased Area (except those uses designated in Paragraph B.2.a above) to afford Grantee adequate opportunity to monitor the activities in question to ensure that they are designed and carried out in a manner not inconsistent with the terms of this Easement. The notice shall describe the nature, scope, design, location, timetable and all other material aspects of the proposed activity in sufficient detail to permit Grantee to make an informed judgment as to its compliance with this Easement.
2. Approval. Grantee shall grant or withhold its approval in writing within ninety thirty (90) days of receipt of Grantor’s notice as provided above. Grantee’s approval may be withheld only upon a reasonable determination by Grantee that (a) the action as proposed would be inconsistent with the purpose of this Easement or (b) the notice from Grantor is insufficient to make an informed decision about the proposed activity. If the Grantee fails to notify Grantor of its decision within thirty (30) days of receipt of Grantor’s written notice, Grantor’s Notice shall be deemed denied.
E. PROTECTIVE COVENANTS – EASED AREA
1. Grantee covenants and agrees to the following protective covenants:
(a) Grantor shall be permitted to operate the Gliderport in the Eased Area at current and historic levels of operation, free from interference by Grantee, and to continue Gliderport operations as permitted by law or then-existing Township Ordinance(s).
(b) The Gliderport shall have the right to cause noise, vibrations, fumes, deposits of dusts or other particulate matter, fuel particles (which are incidental to the operation of aircraft) on the Eased Area and in all airspace over or in the vicinity of the Eased Area, provided that the intensity of operation of the Gliderport does not materially exceed the highest level of operation established by historic records over a period ten (10) years of annual number of Glider flights, tow plane hours, and the hours of operation maintained by Grantor and provided to Grantee as part of the Baseline Documentation.
F. NO RIGHT OF PUBLIC ENTRY
Nothing herein shall be construed as a grant to the general public, or to any person(s) other
than Grantee, of the right to enter upon any part of the Property. Grantor reserves unto itself and its successors in title to the Property all rights, privileges, power and immunities, including the right of exclusive possession and enjoyment, subject only to the provisions of this Easement.
The legal or de facto subdivision for any purpose, including the transfer of development rights from the Property, is prohibited, except the Excluded Area can be subdivided from the Eased Area.
H. RIGHT OF FIRST REFUSAL
If Grantor offers the Eased Area for sale or for lease for a period in excess of ten (10) years
Grantee shall have the right of first refusal. If Grantor receives an Agreement of Sale to purchase or a Lease Agreement for a period in excess of ten (10) years (the “Third Party Agreement”), it shall forward the same to Grantee. Grantee shall have thirty (30) days to either accept or reject the Agreement of Sale or Lease Agreement on the same terms as tendered. Grantee’s exercise of the right of first refusal shall be in the form of an executed Agreement of Sale (“Grantee Agreement”) tendered to Grantor within thirty (30) days of its receipt of the Third Party Agreement. The Grantee Agreement shall contain the same terms and conditions as the Third Party Agreement, except that it may be conditioned on Grantee obtaining an appraisal of the Eased Area within forty- five (45) days of the date of the Grantee Agreement in an amount equal to or greater than the sales price. If Grantee fails to purchase the Eased Area as provided herein, then this right of first refusal shall automatically terminate as to the Third Party Agreement and Grantor shall have the right to sell the Eased Area pursuant to the Third Party Agreement. If Grantor does not sell or lease the Eased Area pursuant to the initial Third Party Agreement, then Grantee shall have the right to exercise this right of first refusal regarding any future Third Party Agreement received by Grantor.
1. Notice of Violation; Corrective Action. If Grantee determines that a violation of
the terms of this Easement has occurred or is threatened, Grantee shall give written notice to Grantor of such violation and demand corrective action sufficient to cure the violation and, where the violation involves injury to the Eased Area resulting from any use or activity inconsistent with the purpose of this Easement, to restore the portion of the Eased Area so injured to its prior condition in accordance with a plan approved by Grantee.
2. Injunctive Relief. If Grantor fails to cure the violation within thirty (30) days after receipt of notice thereof from Grantee, or under circumstances where the violation cannot reasonably be cured within a thirty (30) day period, fails to begin curing such violation within the thirty (30) day period, or fails to continue diligently to cure such violation until finally cured, Grantee may bring an action at law or in equity to enforce the terms of this Easement, to enjoin the violation, ex parte as necessary, by temporary or permanent injunction, and to require the restoration of the Eased Area to the condition that existed prior to any such injury.
3. Damages. Grantee shall be entitled to recover damages for violation of the terms of this Easement or injury to any conservation values protected by this Easement, including, without limitation, damages for the loss of scenic, aesthetic or environmental values. Without limiting Grantor’s liability therefore, Grantee, in its sole discretion, may apply any damages recovered to the cost of undertaking any corrective action on the Eased Area.
4. Emergency Enforcement. If Grantee, in its sole discretion, determines that circumstances require immediate action to prevent or mitigate significant damage resulting from a violation of this Easement, Grantee may pursue its remedies hereunder without prior notice to Grantor.
5. Scope of Relief. Grantee’s rights under this Paragraph I apply equally in the event of either actual or threatened violations of the terms of this Easement. Grantor agrees that Grantee’s remedies at law for any violation of the terms of this Easement are inadequate and that Grantee shall be entitled to the injunctive relief described in Paragraph I.2 above, both prohibitive and mandatory, in addition to such other relief to which Grantee may be entitled, including specific performance of the terms of this Easement, without the necessity of proving either actual damages or the inadequacy of otherwise available legal remedies. Grantee’s remedies described in this Paragraph I shall be cumulative and in addition to all remedies now or hereafter existing at law or in equity.
6. Costs of Enforcement. All reasonable costs incurred by either party in enforcing the terms of this Easement against the other, including, without limitation, costs and expenses of suit and reasonable attorneys’ fees, and any costs of restoration necessitated by a party’s violation of the terms of this Easement, shall be borne by the non-prevailing party.
7. Forbearance. No forbearance, delay or omission by Grantee in exercising its rights following any breach by Grantor of any term of this Easement shall be deemed or construed to be a waiver by Grantee of such terms, or of any subsequent breach of same, or any other term of this Easement, or of any of Grantee’s rights under this Easement.
8. Waiver of Certain Defenses. Grantor hereby waives any defense of laches, estoppel or prescription.
9. Acts Beyond Grantor’s Control. Nothing contained in this Easement shall be construed to entitle Grantee to bring any action against Grantor for any injury to the Eased Area resulting from causes beyond Grantor’s control, including, without limitation, fire, flood, plane crash, storm and earth movement, or from any prudent action taken by Grantor under emergency conditions to prevent, abate or mitigate significant injury to the Eased Area resulting from such causes.
1. Costs and Liabilities. Grantor retains all responsibilities and shall bear all costs and
liabilities of any kind related to the ownership, operation, upkeep and maintenance of the Eased Area, including the maintenance of adequate liability insurance coverage. Grantor shall keep the Eased Area free of any liens arising out of any work performed for, materials furnished to, or obligations incurred by Grantor.
2. Taxes. Grantor shall pay before delinquency all taxes, assessments, fees and charges of whatever kind levied on or assessed against the Eased Area by competent authority (hereinafter collectively referred to as “Taxes”), including any Taxes incurred as a result of this Easement, and shall furnish Grantee with satisfactory evidence of payment upon request.
K. REPRESENTATIONS AND WARRANTIES/REMEDIATION/INDEMNITY
1. Representations and Warranties. Grantor represents and warrants that, after reasonable investigation and to the best of its knowledge:
(a) No substance defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment exists or has been released, generated, treated, stored, used, disposed of, deposited, abandoned, or transported in, on, from or across the Eased Area, except for fuel and related substances necessary for the appropriate use of the tow plane.
(b) Except as identified in the inventory included with the Baseline Documentation, there are not any underground storage tanks located on the Eased Area, whether presently in service or closed, abandoned, or decommissioned, and no underground storage tanks have been removed from the Eased Area in a manner not in compliance with applicable federal, state and local laws, regulations and requirements.
(c) Grantor and the Eased Area are in compliance with all federal, state and local laws, regulations and requirements applicable to the Eased Area and its use.
(d) There is no pending or threatened litigation in any way affecting, involving or relating to the Eased Area.
(e) The Eased Area is, as of the Easement Date, free and clear of all liens or, if it is not, Grantors have obtained and recorded a legally binding subordination of all such liens affecting the Eased Area as of the Easement Date. Grantor shall have no right to encumber the Eased Area, in any way, after the Easement Date.
2. Remediation. If, at any time, there occurs, or has occurred, a release in, on or about the Eased Area of any substance now or hereafter defined, listed or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, Grantor agrees to take all steps necessary to assure its containment and remediation, including any cleanup that may be required, unless the release was caused by Grantee.
3. Control. Nothing in this Easement shall be construed as giving rise, in the absence of a judicial decree, to any right or ability in Grantee to exercise physical or managerial control over the day-to-day operations of the Eased Area, or any of Grantor’s activities on the Eased Area, or otherwise to become an operator with respect to the Eased Area within the meaning of The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended (hereinafter referred to as “CERCLA”), and corresponding state statute.
4. Hold Harmless. Grantor hereby releases and agrees to hold harmless, indemnify and defend Grantee and its board members, directors, officers, employees, agents and contractors and the heirs, personal representatives, successors and assigns of each of them (hereinafter collectively referred to as “Indemnified Parties”) from and against any and all liabilities, penalties, fines, charges, costs, losses, damages, expenses, causes of action, claims, demands, orders, judgments, or administrative actions, including, without limitation, reasonable attorneys’ fees, arising from or in any way connected with any one or more of the following: (1) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to operation of the Gliderport; (2) injury to or the death of any person, or physical damage to any property, resulting from any act, omission, condition, or other matter related to or occurring on or about the Eased Area, regardless of cause, unless due solely to the negligence of any of the Indemnified Parties; (3) the violation or alleged violation of, or other failure to comply with any federal, state, or local law, regulation, or requirement, including, without limitation, CERCLA and corresponding state statute, by any person other than any of the Indemnified Parties, in any way affecting, involving or relating to the Eased Area; (4) the presence or release in, on, from, or about the Eased Area, at any time, of any substance now or hereafter defined, listed, or otherwise classified pursuant to any federal, state, or local law, regulation, or requirement as hazardous, toxic, polluting, or otherwise contaminating to the air, water, or soil, or in any way harmful or threatening to human health or the environment, unless caused solely by any of the Indemnified Parties; or (5) violation of, or failure to comply with, the obligations, covenants, representations, and warranties of Paragraph K.1.
L. EXTINGUISHMENT AND CONDEMNATION
1. Extinguishment. This Easement, which gives rise to a real estate right in Grantee,
can only be terminated or extinguished, whether in whole or in part, by judicial proceedings in a court of competent jurisdiction, and any such extinguishment would entitle Grantee to compensation. The fair market value of the aforesaid right is to be determined by application of the proportionate value rule. By way of example, if the Eased Area has a hypothetical value of 100 before the Easement and a hypothetical value of 25 after the Easement, then the Easement has a value of 75 and is worth 75% of the value of the entire Eased Area.
2. Condemnation. If all or any part of the Eased Area is taken by exercise of the power of eminent domain or acquired by purchase in lieu of condemnation, whether by public, corporate, or other authority, so as to terminate this Easement, in whole or in part, Grantor and Grantee shall act jointly to recover the full value of the interest in the Eased Area subject to the taking, or in lieu purchase, and all direct or incidental damages resulting therefrom. All expenses reasonably incurred by Grantor and Grantee in connection with the taking, or in lieu purchase, shall be paid out of the amount recovered.
M. GRANTEE ASSIGNMENT
Grantee may assign its rights and obligations under this Easement only to an organization
that is a qualified organization at the time of transfer under Section 170(h) of the Internal Revenue Code (or any successor provision then applicable), and authorized to acquire and hold conservation easements under the laws of the Commonwealth of Pennsylvania (or any successor provision then applicable) or the laws of the United States. As a condition of such transfer, Grantee shall require that the conservation purpose for which this grant is intended to advance continue to be carried out. Grantee shall give written notice to Grantor of an assignment of at least twenty (20) days prior to the date of such assignment, but failure to give such notice shall not affect the validity of such assignment nor shall it impair the validity of this Easement or limit its enforceability in any way.
N. GRANTOR TRANSFER
Grantor agrees to incorporate the terms of this Easement by reference in any deed or other legal instrument by which it divests itself of any interest in all or a portion of the Eased Area, including, without limitation, a leasehold interest. In addition to the requirements of Paragraph H concerning the right of first refusal, Grantor further agrees to give written notice to Grantee of the transfer of any interest at least twenty (20) days prior to the date of such transfer so that Grantee may conduct an inspection. Failure of Grantor to perform any act required by this paragraph shall not impair the validity of this Easement or limit its enforceability any way. However, if Grantee is not noticed pursuant to this paragraph, then Grantee is not obligated to determine whether a violation first occurred before or after the date of the transfer, and thus the Grantor shall continue to be liable on a joint and several basis along with the new owner/transferee for correction of any violations.
Grantee shall record this instrument in timely fashion in the official records of Bucks,
County, Pennsylvania, and may re-record it at any time as may be required to preserve its rights in this Easement.
P. ESTOPPEL CERTIFICATES
Upon request by Grantor, Grantee shall within twenty (20) days execute and deliver to
Grantor, or to any party designated by Grantor, any document, including an estoppel certificate, which certifies, to the best of Grantee’s knowledge, Grantor’s compliance with any obligation of Grantor contained in this Easement or otherwise evidences the status of this Easement. Such certification shall be limited to the condition of the Eased Area as of Grantee’s most recent inspection. If Grantor requests more current documentation, Grantee shall conduct an inspection, at Grantor’s expense, with thirty (30) days of receipt of Grantor’s written request.
Any notice, demand, request, consent, approval, or communication that either party desires or is required to give to the other shall be in writing and either served personally or sent by first class mail, postage prepaid, addressed as follows:
With copy to:
Philadelphia Glider Council, Inc. P.O. Box 122
Hilltown PA 18927
Terry W. Clemons, Esquire Clemons, Richter & Reiss, P.C. 2003 South Easton Road, Suite 300 Doylestown, PA 18901
With copy to:
13 West Creamery Road P.O. Box 160
Hilltown, PA 18927
Jack D. Wuerstle, Esquire
The Law Office of Jack D. Wuerstle P. O. Box 1259
Kennett Square, PA 19348
or such other address as either party from time to time shall designate by written notice to the other.
1. Controlling Law. The laws of Pennsylvania govern this Easement.
2. Liberal Construction. Any general rule of construction to the contrary
notwithstanding, this Easement shall be liberally construed in favor of the grant to affect the purpose of this Easement and the policies of Grantee. If any provision in this instrument is found to be ambiguous, an interpretation consistent with the purpose of this Easement that would render the provision valid shall be favored over any interpretation that would render it invalid.
3. Severability. If any provision of this Easement, or the application thereof to any person or circumstance, is found to be invalid, illegal or unenforceable, the remainder of the provisions of this Easement, or the application of such provision to persons or circumstances other than those as to which it is found to be invalid, illegal or unenforceable, shall not be affected.
4. Amendment. The parties may amend this Easement, provided that no amendment shall affect the tax qualification of this Easement or the tax status of Grantee under any applicable law, including State law or Section 170(h) of the Internal Revenue Code of 1954, as amended, and any amendment shall be consistent with the purpose of this Easement, shall continue its perpetual duration, and shall be recorded in the Recorder of Deeds Office for Bucks County, Pennsylvania.
5. No Forfeiture. Nothing contained herein will result in a forfeiture or reversion of Grantor’s title in any respect.
6. Termination of Rights and Obligations. A party’s rights and obligations under this Easement terminate upon transfer of the party’s interest in the Easement or Eased Area, except that liability for acts or omissions occurring prior to transfer shall survive transfer.
7. Successors. The covenants, terms, conditions and restrictions of this Easement shall be binding upon, and inure to the benefit of, the parties hereto and their respective successors and assigns, and shall continue as a servitude running in perpetuity with the Eased Area.
8. Captions. The captions herein are have been inserted solely for convenience of reference and are not a part of this instrument and have no effect upon construction or interpretation. 9. Counterparts. This Grant of Conservation Easement may be signed in multiple
counterparts, each of which constitutes an original, and all of which, collectively constitute only one document.
10. Coal Rights Notice. The following notice is given to Owners solely for the purpose of compliance with the requirements of the Conservation Easements Act:
NOTICE: This Conservation Easement may impair the development of coal interests including workable coal seams or coal interests which have been severed from the Eased Area.
11. Tax Considerations. Grantor has relied solely upon its own judgment and the professional advice of its own consultants, and not upon any tax analysis or similar advice from Grantee.
12. Incorporation by Reference. Each exhibit attached hereto is incorporated herein by reference. The Baseline Documentation (not attached hereto) is also incorporated herein by reference.
13. Entire Agreement. This instrument sets forth the entire agreement of the parties with respect to the Easement and supersedes all prior discussions, negotiations, understandings or agreements relating to the Easement, all of which are merged herein. No alteration or variation of this instrument shall be valid or binding unless contained in an amendment that complies with Paragraph R.4 above.