Wiltshire at Oxford Blank Page

Sidewalk Repairs Tentative Agreement

AGREEMENT

THIS AGREEMENT (“Agreement”) is made and executed this ____ day of ____________, 2008, by and among OXFORD LAND, L.P. (“OLLP”), a Pennsylvania limited partnership, having a mailing address of 455 Pennsylvania Avenue, Suite 205, Fort Washington, Pennsylvania 19034, JMCW, Inc. (“JMCW”), a Pennsylvania corporation, having a mailing address of 1020 Broad Run Road, Landenberg, Pennsylvania 19350, PETRO’S CUSTOM CONCETE, INC. (“PETRO”), a Pennsylvania corporation, having a mailing address of 19 Camp Road, Nottingham, Pennsylvania 19362, and WILTSHIRE AT OXFORD HOMEOWNERS ASSOCIATION (the “ASSOCIATION”), a Pennsylvania non-profit corporation, having a mailing address of c/o CCR Management, Inc., 427 Exton Commons, Exton, Pennsylvania 19341. PETRO, OLLP and JMCW are sometimes collectively referred to herein as the “CONTRACTORS”).

BACKGROUND

A. JMCW subdivided a certain parcel of land situate primarily in East Nottingham Township, Chester County, Pennsylvania, and partially in the Borough of Oxford, Chester County, Pennsylvania, into a community of 163 residential lots known as “Wiltshire at Oxford” (“Wiltshire”), and as shown on that certain plan entitled “Wiltshire at Oxford” prepared for JMCW by Lake, Roeder, Hillard & Beers, Inc., dated December 9, 1996 (last revised June 26, 1998), and recorded in the Office of the Recorder of Deeds in and for Chester County, Pennsylvania, as Plan No. 14559 (“Plan No. 14559”).

B. JMCW executed a certain Amended and Restated Declaration of Covenants, Restrictions and Easements for Wiltshire at Oxford, dated October 30, 1998, which was recorded in Chester County on November 2, 1998, in Record Book 4446, Page 1819, et seq., with respect to Wiltshire, as amended by the First Amendment to the Amended and Restated Declaration of Covenants, Restrictions and Easements for Wiltshire at Oxford, dated August 6, 1999, which was recorded in Chester County on August 6, 1999, at Record Book 4613, Page 1936, et seq., and the Second Amendment to the Amended and Restated Declaration of Covenants, Restrictions and Easements for Wiltshire at Oxford, dated July 23, 2002, which was recorded in Chester County on July 26, 2002, at Record Book 5340, Page 535, et seq. (collectively, the “Declaration”).

C. During the period of 1998 to 2000, JMCW developed certain lots in Wiltshire, as shown on and identified in Plan No. 14559 (believed to consist of Lots 68-71, 73, 76-87, 89, 93, 98-100, 102, 103, 105, 106, 108-110, 112, 114-128, 130-140, 143, 147, 148, 151 and 153-156).

D. On or about May 31, 2000, JMCW conveyed the remaining undeveloped lots in Wiltshire, as shown on and identified in Plan No. 14559, to OLLP and executed a certain Transfer of Declarant Rights, dated May 31, 2000, which was recorded in Chester County on June 6, 2000, at Record Book 4764, Page 272, et seq., naming OLLP as successor to JMCW.

E. The ASSOCIATION was created to serve as an association of the homeowners of Wiltshire pursuant to the Declaration and the Pennsylvania Uniform Planned Community Act, 68 Pa.C.S.A. § 5101, et seq.

F. PETRO is the contractor that installed all of the sidewalks and/or walkways adjacent and parallel to the internal streets in Wiltshire (i.e., Apple Tree Lane, Quill Court, Slate Hill Drive, Old Library Lane, Inkwell Court, Corner Stone Court, Wickersham Road (formerly known as Reisler Road), and School View Lane)[which sidewalks/walkways shall hereinafter be referred to, collectively, as the “Existing Sidewalk”].

G. JMCW contracted with PETRO to install those portions of the Existing Sidewalk adjacent to those certain lots in Wiltshire that were developed and sold by JMCW.

H. OLLP contracted with PETRO to install those portions of the Existing Sidewalk adjacent to those certain lots in Wiltshire that were developed and sold by OLLP.

I. The ASSOCIATION claims that portions, areas, and/or sections of the Existing Sidewalk are deteriorating and/or are failing as a result of deficiencies, defects, and/or flaws in either material(s) used and/or finishing techniques employed in connection with the original Existing Sidewalk installation.

J. The CONTRACTORS claim that the damage is the result of the use of de-icing chemicals.

K. The parties hereto wish to resolve their differences without resort to litigation, by providing that the CONTRACTORS will replace certain agreed upon portions, areas, sections, and/or “squares” of the Existing Sidewalk, as shown on and identified and specified on the attached and agreed upon site plan (“Site Plan”), which Site Plan is attached hereto as Exhibit “A” and is incorporated herein by reference as if fully set forth at length herein, and under and pursuant to the terms and conditions set forth herein in this Agreement.

L. The parties have mutually agreed upon the portions, areas, sections, and/or squares of the Existing Sidewalk, as shown on and identified and specified in the Site Plan, that are to be and shall be replaced in accordance with and under this Agreement (hereinafter, the “Replacement Areas” or “Replacement Sidewalk”). The agreed upon Replacement Areas are shown on and identified and specified on the Site Plan with cross and/or hash markings or other such identifying markings as noted on said Site Plan and consist of approximately Eighteen Thousand Four Hundred Ninety-Six (18,496) square feet of individual sidewalk “squares” (each square measuring approximately four feet (4’) x by four feet (4’)), or approximately One Thousand One Hundred Fifty-Six (1156) “squares.” The remainder of the Existing Sidewalk and which is shown and identified on the Site Plan as blank sidewalk squares without any cross and/or hash markings is not to be replaced under this Agreement and shall hereinafter be referred to as the “Remaining Sidewalk.”

NOW, THEREFORE, in consideration of the mutual promises contained herein, the sufficiency of said consideration being hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:

1. TIMING/PERFORMANCE:
The parties hereto agree that any and all work, demolition, removal, preparation, construction, and/or finishing regarding the Replacement Sidewalk and/or under this Agreement shall commence within two (2) weeks from written notice to proceed from the ASSOCIATION and shall be completed and concluded as promptly as reasonably possible.. The parties hereto anticipate and expect, weather permitting and/or force majeure permitting, that the work contemplated and required under this Agreement will take and be completed within four (4) to five (5) weeks from the date the work is commenced. The parties hereto agree that time is of the essence with respect to the work to be performed pursuant to and in connection with this Agreement.

2. SCOPE OF WORK:

(a) Removal of agreed upon and designated portions of Existing Sidewalk: The CONTRACTORS shall completely remove any concrete, debris, and/or other materials from the agreed upon Replacement Areas. The CONTRACTORS shall pour, install, construct, complete, and/or finish the Replacement Sidewalk in accordance with paragraph no. 2(b), below, and the specifications and terms and conditions contained therein.

(b) Pre-pouring/pre-installation testing:

(i) Notice: The CONTRACTORS shall provide the ASSOCIATION’S designee with 72 hours written notice of and prior to the commencement of any work required under or associated with this Agreement and any day(s) of pouring and/or installation of any Replacement Sidewalk so as to enable the ASSOCIATION to contact and secure the availability of its testing expert/consultant for the examination, sampling, and/or testing of each batch and/or load of concrete mixture required by and/or to be used in connection with this Agreement. The parties hereto agree that the concrete mixture for the work required hereunder will be a 4500 psi, .45 water/cement ratio, six percent (6%) air mixture. The parties hereto agree that, reasonably prior to the commencement of the work required under this Agreement, CONTRACTORS will provide the ASSOCIATION’S expert/consultant with a mix design letter. Within forty-eight (48) hours of receipt of said mix design letter, the ASSOCIATION or its expert/consultant will notify, in writing, CONTRACTORS of the acceptance or rejection of the mix design designated in said mix design letter. The parties hereto acknowledge and agree that the ASSOCIATION’S expert/consultant must be onsite prior to the loading and/or filling of any delivery truck(s) containing any load and/or batch for the work hereunder. If the ASSOCIATION’S expert/consultant shall be delayed in arriving at the work site, the ASSOCIATION’S expert/consultant shall telephone CONTRACTORS’ designee so that CONTRACTORS can delay the loading of the delivery truck(s).

(ii) On the day(s) mutually agreed upon by the CONTRACTORS and the ASSOCIATION for the scheduled examination, sampling, and/or testing of the concrete mixture, and prior to the commencement of any pouring and/or installation of the Replacement Sidewalk, the CONTRACTORS will provide, prior to any pouring and/or installation of the Replacement Sidewalk, to the ASSOCIATION’S expert/consultant a wheelbarrow of each batch and/or load of concrete mixture intended to be used by the CONTRACTORS for the Replacement Sidewalk.
Testing will include, but is not limited to, slump, temperature, and air content testing, including, but not limited to ASTM C 31 Concrete Cylinder Casting and ASTM C 172 Concrete Sampling, ASTM C 143-Slump Test, ASTM C 231-Air Content Test, and ASTM C 1064-Temperature of Concrete testing in accordance with ASTM requirements. A minimum of one set of six (6) cylinders will be cast per day from the first batch and/or load of concrete mixture and at least three (3) compressive strength cylinders shall be cast from the second and all subsequent batch(es) and/or load(s) of concrete mixture to be used, poured, installed, and/or employed by CONTRACTORS for the Replacement Sidewalk and/or any portion(s) thereof. The ASSOCIATION shall then have a maximum period of fifteen (15) minutes to initially examine, sample, and test each batch and/or load and/or permissibly altered batch and/or load of concrete mixture to be used and as may be needed for the Replacement Sidewalk for consistency and compliance with the prevailing American Concrete Institute (“ACI”) industry standards and practices, and specifically ACI 318 and 332 guidelines. The parties hereto acknowledge and agree that the Replacement Sidewalk will need and use multiple batches and/or loads of concrete mixture, each of which must be tested hereunder, and that multiple days for testing and pouring hereunder may be required. The parties hereto agree that on each day selected by CONTRACTORS for pouring of any concrete mixture for the Replacement Areas and the corresponding testing required under this Agreement, CONTRACTORS will provide the ASSOCIATION’S designee with reasonable notice thereof so that the ASSOCIATION’S expert/consultant can be present on the day(s) so selected. The parties hereto acknowledge and agree that the ASSOCIATION’s expert/consultant will need to be present on each day that any portion of the Replacement Areas are poured and tested. Should the ASSOCIATION’s expert/consultant be unavailable on any day(s) selected by CONTRACTORS for pouring of any portion of the Replacement Area, the parties hereto shall mutually agree to and select an alternative day(s) for the pouring and for the corresponding testing. After examination, sampling, and/or testing of any batch and/or load of concrete mixture, the ASSOCATION’S expert/consultant will notify, in writing, CONTRACTORS’ assigned on-site person-in-charge of the acceptance or rejection of each batch and/or load of concrete mixture.

(iii) Acceptance or rejection by the ASSOCIATION of any batch(es) and/or load(s) of concrete mixture offered by CONTRACTORS for discharge, placement, pouring, and/or installation shall be based on the result(s) of the testing set forth in paragraph 2(b)(ii), above. For each batch(es) and/or load(s) of concrete mixture which is deemed acceptable to the ASSOCIATION’S expert/consultant, CONTRACTORS may thereafter begin pouring and installation of that portion of the Replacement Sidewalk for which said batch and/or load may be designated. All discharge and/or pouring of any batch(es) and/or load(s) of concrete mixture shall be completed within one and one-half hours (1.5) after the introduction of the mixing water to the cement and the aggregates. Once a batch and/or load of concrete mixture is deemed acceptable to the ASSOCIATION’S expert/consultant, none of the CONTRACTORS nor any of its/their employees, representatives, contractors, subcontractors, or anyone else may modify and/or alter, in any manner, including but not limited to, the addition of any additional water, said accepted batch and/or load of concrete mixture. The parties hereto agree that the additive, Super-P, may be added to any batch and/or load of concrete mixture on the job/work site prior to the delivery of the sampling wheelbarrow and/or sampling of any batch and/or load of concrete mixture. Once the testing samples are taken by the ASSOCIATION’s expert/consultant, any alteration of any nature and/or by any means of any accepted batch and/or load of concrete mixture by any of the CONTRACTORS, its/their employees, representatives, contractors, subcontractors, and/or anyone else is prohibited and shall render any waiver and/or disclaimer of any warranty(ies) hereunder and/or with respect to the Replacement Sidewalk and/or the Remaining Sidewalk and/or the Sidewalk null and void and of no effect. The ASSOCIATION shall have the burden of proving, by clear and convincing evidence, that an altered and/or rejected batch has been used and/or employed in the pouring, construction, and/or installation of any Replacement Sidewalk, and written notice thereof shall be given to the CONTRACTORS by the ASSOCIATION, immediately upon the ASSOCIATION becoming aware of such use and/or employment.

(iv) In the event ASSOCIATION’S expert/consultant determines that any batch(es) and/or load(s) of concrete mixture do not comply with the terms of and standards set forth in this Agreement, the ASSOCIATION’S designee shall immediately so notify CONTRACTOR’S assigned on-site person-in-charge in writing, and said person-in-charge will then cause said batch(es) and/or load(s) of concrete mixture to be modified as may be permissible, allowable, necessary, or required. A wheelbarrow of any modified unacceptable batch(es) and/or load(s) of concrete mixture will then be presented to the ASSOCIATION’S expert/consultant for re-testing in accordance with and pursuant to the terms and conditions stated in subparagraph no. 2(b)(ii) of this Agreement. In the event that, after permissible or allowable modification by CONTRACTORS, ASSOCIATION’S expert/consultant notifies CONTRACTORS in writing that any batch(es) and/or load(s) of concrete mixture do not comply with the terms of and standards set forth in this Agreement, said batch(es) and/or load(s) will not be used, discharged, poured, placed, and/or installed in connection with the Replacement Sidewalk. CONTRACTORS agree not to use, discharge, pour, place, and/or install any batch(es) and/or load(s) of concrete mixture which is determined by ASSOCIATION’S designated expert/consultant to not comply with the terms and standards of this Agreement, provided said expert/consultant gives written notice of rejection to CONTRACTORS prior to such use, discharge, pouring, placement and/or installation. Any use, discharge, pouring, placement, and/or installation of any batch(es) and/or load(s) of concrete mixture rejected by the ASSOCIATION’S designated expert/consultant in accordance with the immediately preceding sentence shall nullify and void any waiver(s), disclaimer(s), and/or release(s) hereunder and/or with respect to the work to be performed and/or required under this Agreement. The ASSOCIATION shall have the burden of proving, by clear and convincing evidence, that the waiver(s), disclaimer(s), and/or release(s) hereunder have been nullified and voided pursuant to the terms hereof, and the facts giving rise thereto. Written notice of such facts shall be given to the CONTRACTORS by the ASSOCIATION, immediately upon the ASSOCIATION becoming aware of such facts.

(c) Construction/Finishing/Curing: CONTRACTORS agree to use and shall use and employ finishing and curing procedures and techniques in accordance with ACI standards and/or guidelines. CONTRACTORS shall provide and agree to provide, at CONTRACTORS’ own cost and expense, at least one finisher or finisher supervisor who is certified as an ACI Flatwork Concrete Finisher or ACI Flatwork Technician as defined by ACI CP 10 or equivalent in connection with and for the work to be done and/or performed under and pursuant to this Agreement. Said ACI Flatwork Concrete Finisher(s) or ACI Flatwork Technician(s), as defined by ACI CP 10 or equivalent, who is(are) provided by CONTRACTORS in connection with this Agreement shall be present at and during the finishing of the concrete poured under and pursuant to this Agreement and shall further supervise all finishing done, used, and/or employed with respect to said concrete so as to insure that proper ACI standards and/or guidelines regarding finishing and curing procedures and techniques are used and/or employed. CONTRACTORS will used and employ a “Broom Finish” (i.e., giving the poured concrete mixture(s) a coarse transverse scoring texture by drawing a broom or burlap bag across the surface), which Broom Finish shall be applied immediately after the poured concrete mixture(s) has received a floated finish. CONTRACTORS agree not to use, employ, and/or apply a trowel or to attempt, use, and/or employ a trowel finish.

3. FINAL ACCEPTANCE OF REPLACMENT SIDEWALK: Final acceptance of the Replacement Sidewalk will be based on results which are in accordance with ACI 318 Section 5.6.3.3 criteria of the average of two (2) 28-day cylinders for each day(s) placement, pouring, and installation. The ASSOCIATION shall provide CONTRACTORS with the results of any 28-day cylinder tests and notice of final acceptance or rejection, in whole or in part, of the Replacement Sidewalk and/or any portion(s) thereof within forty-five (45) days of the end of any work to be performed under this Agreement. Upon full acceptance of the Replacement Sidewalk by the ASSOCIATION, neither the CONTRACTORS nor the ASSOCIATION shall have any further rights or obligations to one another with respect to any portion of the Replacement Sidewalk and/or Existing Sidewalk, except as otherwise outlined and/or agreed to in this Agreement or as may be prohibited by law.

4. Provided that CONTRACTORS provide and utilize at least one (1) finisher or finisher supervisor who is certified as an ACI Flatwork Concrete Finisher or ACI Flatwork Technician as defined by ACI CP 10 or equivalent in connection with and for the work to be done and performed under this Agreement, the ASSOCIATION acknowledges and agrees that the CONTRACTORS are not giving (and shall not be deemed to have given) any warranty, express or implied, with respect to the Replacement Sidewalk, with the exception of the 28-day cylinder tests and the results thereof. Subject to the foregoing and acceptable results of the 28-day cylinder tests, the ASSOCIATION hereby waives, and the CONTRACTORS hereby disclaims, any and all warranties which may be implied by law with respect to the Replacement Sidewalk (including, without limitation, the implied warranty of habitability, workmanship and fitness for a particular purpose, and any warranties created by or referred to in the Pennsylvania Uniform Planned Community Act.

5. The ASSOCIATION acknowledges and agrees that the color and texture of Replacement Sidewalk will not match the Existing Sidewalk.

6. The CONTRACTORS will endeavor to avoid damaging any driveways in connection with the work to be performed and/or required under this Agreement. The ASSOCIATION agrees, on behalf of itself and any lot owners who have expressly agreed to be bound by this Agreement, that in the event the CONTRACTORS and/or any of its/their employees, representatives, contractors, and/or subcontractors cause any minor surface damage(s) to any driveway(s) and/or other asphalt or macadam areas, the CONTRACTORS’ sole and exclusive obligation shall be to patch and repair the damaged surface portion(s) of said driveway(s) and/or asphalt or macadam area(s). The CONTRACTORS shall not be responsible for driveway removal, repaving, milling, or seal coating with respect to any minor damage to any driveway(s) surface(s).

7. The CONTRACTORS agree to and shall re-seed, on a one-time only basis, any lawns and/or grass areas which are damaged by and/or turfed by the CONTRACTORS and/or any of its/their employees, representatives, contractors, and/or subcontractors in connection with the work required under this Agreement. If any lawns and/or grass areas are upturned and/or any ruts, trowels, etc., are made in said lawns and/or grass areas by CONTRACTORS and/or any of its/their employees, representatives, contractors, and/or subcontractors in connection with the work required under this Agreement, CONTRACTORS shall and agree to return said lawn(s) and/or grass area(s) to the condition(s) that the same existed immediately prior to the commencement of the work required under this Agreement. Any required and/or necessary watering and/or fertilizing of any re-seeded lawn(s) and/or grass area(s) shall be the obligation of the corresponding record and/or lot owner(s). CONTRACTORS shall not be responsible for the quantity or quality of re-seeded grass growth, for any necessary watering and/or fertilizing of any re-seeded lawn(s) and/or grass area(s), for any washouts, heat damage, and/or draught, and CONTRACTORS shall not be required to install sod.

8. The ASSOCIATION and any lot owner(s) who have expressly agreed to be bound by this Agreement acknowledge and agree that, in connection with the curing of the placed concrete, the driveway aprons (i.e., entrances) within the Replacement Areas cannot be traversed for a period of two (2) weeks following installation of said particular portion(s) of the Replacement Sidewalk. The CONTRACTORS shall in no event be responsible for any loss or inconvenience relating to the temporary loss of use of any driveway in connection with the aforementioned two (2) week period curing period. The parties hereto acknowledge and agree that CONTRACTORS will have no obligation to replace and will not replace any driveway aprons (i.e., entrances) or any portion(s) thereof along, in front of or adjacent to any lot(s) whose record owner(s) have not expressly agreed to be bound by this Agreement, with the signing of a Homeowners Consent and Assignment Agreement.. Any replacement of those driveway aprons shall be the sole responsibility and obligation of said lot owner(s).

9. The ASSOCIATION and any lot owner(s) who have expressly agreed to be bound by this Agreement agree not to unreasonably interfere, directly or indirectly, with the efforts of JMCW, Wilkinson Residential Construction, Inc., or their respective affiliates to dedicate and convey the common elements in Wiltshire to the ASSOCIATION, the public improvements in Wiltshire to East Nottingham Township, and to be released from its financial security obligations to East Nottingham Township with respect to and concerning the Replacement Sidewalk and/or Existing Sidewalk.

10. The parties hereto acknowledge and agree that this Agreement is the result of a compromise of disputed claims, and that nothing contained in this Agreement shall constitute an acknowledgement or admission by any party hereto.

11. The ASSOCIATION represents and warrants that it has the authority and power to execute this Agreement on behalf of itself and those lot owners who have expressly agreed to be bound by and who have consented to this Agreement and who are specifically identified on Exhibit “B” hereto. CONTRACTORS acknowledge and agree that the ASSOCIATION is not acting for and/or behalf of and has no right or authority, express or implied, to act for and/or on behalf of or with respect to any rights, claims, or otherwise by or of any lot owner(s) who has/have not expressly agreed to be bound by this Agreement and who are not specifically identified on Exhibit “B” hereto.

12. Upon final acceptance of the Replacement Sidewalk in accordance with paragraph no. 3, above, the ASSOCIATION hereby agrees to release and discharge OLLP, Stephen Frost, Frost Development Company, JMCW, Wilkinson Residential Construction, Inc., Charles L. Wilkinson, PETRO, John T. Petro, and their respective partners, members, owners, related entities, shareholders, officers and directors, of and from any and all claims, demands, debts or obligations related to the Replacement Sidewalk and/or Existing Sidewalk, except as otherwise expressly provided to the contrary in this Agreement. The parties hereto agree that any release or discharge contained in this paragraph is not applicable to nor does it constitute a waiver or release or discharge with respect to any claim, demand, debt, or otherwise of, held by, and/or potentially held by any lot owner(s) who have not expressly agreed to be bound by this Agreement, in such lot owner(s)' individual capacity; provided, however, that the ASSOCIATION shall not, directly or indirectly, provide assistance to such lot owner(s), except as otherwise required by law (e.g., subpoena, court order, and/or the Pennsylvania Uniform Planned Community Act, 68 Pa.C.S.A. Section 5101, et seq.) and/or the Declaration and/or by-laws of the Association...

13. ENTIRE AGREEMENT: This Agreement represents the entire, full and complete agreement between the parties with respect to the subject matter hereof, and supersedes all prior agreements. No other representations, oral or otherwise, have induced any party to execute this Agreement. There are no other agreements between the parties nor embodied or referred to herein, which are of any force or effect with reference to this Agreement or otherwise. No amendment, change or variance from this Agreement shall be binding on any party unless set forth in writing and executed by the party to be bound.

14. COUNTERPARTS: This Agreement may be executed in one or more counterparts, and the failure to have the signatures of all the parties in a single Agreement shall not effect the validity or enforceability of this Agreement. Executed facsimile copies of this Agreement shall be deemed to be effective as original signatures. This Agreement shall become effective upon execution by all of the parties hereto.

15. OPPORTUNITY TO CONSULT COUNSEL: Each party to this Agreement acknowledges that they have had the opportunity to consult with counsel of their own choosing concerning this Agreement prior to signing the same.

16. GOVERNING LAW: This Agreement shall be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to the conflict of law principles thereof. Enforcement of any term(s) of this Agreement shall be through the Court of Common Pleas of Chester County, Pennsylvania.

17. SEVERABILITY: If any provision(s) of this Agreement or an Exhibit(s) hereto is/are deemed invalid or unenforceable by any court with jurisdiction, the balance of this Agreement shall remain in full force and effect.

18. RESERVATION OF RIGHTS: Nothing in this Agreement or any Exhibit hereto shall be construed as or to be a waiver and/or release of any right(s), remedy(ies), and/or claim(s) which the parties hereto may have at law, in equity, and/or in suit to enforce the terms of this Agreement or any Exhibit hereto and/or for any breach(es) of this Agreement or any Exhibit hereto.

19. SUCCESSORS AND ASSIGNS: This Agreement shall be binding upon the heirs, successors, and assigns of the parties hereto.

20. TITLES AND HEADINGS: Any titles and/or caption headings hereof and/or contained herein are for the convenience of the parties hereto only and form no part of this Agreement and shall not be used in the construction or interpretation thereof.

21. MISCELLANEOUS: The parties hereto acknowledge that each has had an equal opportunity to participate in, and each has participated in, the drafting of this Agreement and that this Agreement is not to be construed as being drafted by any one particular party hereto.

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

WITNESS/ATTEST: OXFORD LAND, L.P.

_____________________ By:_________________________________

(Date)

Printed Name:________________________