#NewtownPA Sewer Authority Land Sale Agreement

Executive Summary

This briefing document details the land sale agreement between the Newtown Bucks County Joint Municipal Authority (NBCJMA, aka Sewer Authority) and DeLuca Newtown LLC, as disclosed through a Pennsylvania Right-to-Know Law (RTKL) request submitted by John Mack, a resident of Newtown Township.

On July 22, 2026, the NBCJMA entered into a Real Property Purchase Agreement to sell approximately 17.87 acres of land in Newtown Township for $11,500,000.00. View the RTK Request, NBCJMA response, and the agreement.

The buyer intends to develop the site into a townhouse community.

The agreement includes a structured deposit schedule with non-refundable milestones linked to zoning and land development approvals. While the final sales agreement was released to the public on August 7, 2026, the Authority has withheld communications occurring prior to the execution of the agreement citing pre-decisional privilege.

Right-to-Know Request and Response

The disclosure of this agreement originated from an RTKL request by Newtown Township resident John Mack submitted to the NBCJMA on August 3, 2026.

• Request Disposition: The NBCJMA granted access to the executed Agreement of Sale but denied requests for related communications.
• Legal Privilege: Jessica L. VanderKam, Esquire, of Stuckert and Yates, counsel for NBCJMA, asserted that all communications prior to the execution of the agreement are exempt from disclosure under “pre-decisional privilege.”
• Timeline: The response was issued on August 7, 2026, three days prior to the statutory deadline of August 10, 2026.

Core Transaction Details

The “Real Property Purchase Agreement” establishes the terms for the transfer of significant municipal acreage to a private developer. View this short video summary:

Primary Parties

• Seller: Newtown Bucks County Joint Municipal Authority (NBCJMA), a Pennsylvania municipal authority.
• Buyer: DeLuca Newtown LLC, a Pennsylvania limited liability company — a “local developer” and “local buyers [who] know the community well” and are equipped to navigate the local municipal process according to NBCJMA.

Property Specifications

• Location: Newtown Township, County of Bucks, Pennsylvania.
• Designation: Tax parcel no. 29-010-043.
• Size: Approximately 17.87 acres (more or less).
• Included Assets: The sale includes all access rights, privileges, easements, appurtenances, trees, landscaping, and existing improvements.

Purchase Price and Financial Structure

The total purchase price is $11,500,000.00, broken down into the following deposit and payment phases:

Non-Refundable Triggers

Portions of the total $300,000.00 deposit become non-refundable upon the satisfaction of specific contingencies:

1. Zoning Change: $100,000 becomes non-refundable once the Buyer obtains unappealed zoning ordinance amendments.
2. Preliminary Land Development: $100,000 becomes non-refundable upon unappealed Preliminary Land Development Approval.
3. Sewer EDUs: $100,000 becomes non-refundable upon obtaining unappealed Sewer Equivalent Dwelling Units (EDUs) for the development. NOTE: The Bucks County Water and Sewer Authority assigns EDUs to developers, NOT NBCJMA.

Development Contingencies

The buyer’s obligation to close the deal is heavily contingent upon obtaining necessary government approvals for its “Intended Improvements” — specifically a townhouse development.

Due Diligence Period

The Buyer is granted a 75-day period starting from the Effective Date to investigate the property.

• Permitted Activities: Studies, investigations, surveys, and title commitments.
• Buyer Obligations: During this window, the Buyer must submit a Sketch Plan to the Newtown Township engineer and request a meeting with the Newtown Township Planning Commission.
• Termination Right: The Buyer may terminate the agreement for any reason before the expiration of this period and receive a return of the Initial Deposit.

Approval Period

Following the Due Diligence Period, the Buyer has 365 days to obtain all “Approvals.”

• Definition of Approvals: Includes zoning ordinance amendments, preliminary and final land development approvals, and allocation of all required Sewer EDUs (see above).
• Extensions: The Buyer may extend this period by up to six months, provided they pay a non-refundable $50,000 fee for each one-month extension.
• Seller Cooperation: The Seller is required to cooperate with the Buyer and execute necessary documents to facilitate these approvals.

Operational and Legal Covenants

Seller Warranties and Representations

The NBCJMA provides several warranties regarding the property’s status as of the Effective Date and Closing:

• Ownership: Seller is the legal owner in fee simple and has the authority to convey title.
• Environmental Status: To the Seller’s knowledge, there are no underground storage tanks, no Hazardous Substances as defined by federal and state laws, and no outstanding environmental violations.
• Litigation: No actual knowledge of pending action or eminent domain proceedings, other than what has transpired in Bucks County Docket No. 2024-03151.
• No Leases: The property is not subject to any recorded or unrecorded leases, including farming leases, or mortgages.

Maintenance and Operations

Until the Closing Date, the Seller must:

• Maintain the property in its current condition.
• Refrain from entering into new leases or easements without Buyer consent.
• Not solicit or accept other offers for the property.
• Notify the Buyer of any emergency or material change, such as casualty or condemnation.

Default and Remedies

• Seller Default: If the Seller fails to perform, the Buyer may seek specific performance or terminate the agreement and receive a refund of all deposits plus up to $3,000 in out-of-pocket expenses.
• Buyer Default: If the Buyer fails to perform, the Seller’s sole remedy is to retain the Deposit as liquidated damages.

Closing and Transfer

• Closing Date: To occur within 30 days after the expiration of the Approval Period or the Approval Satisfaction Date.
• Title: Conveyed via “Special Warranty Deed,” free and clear of all liens except “Permitted Encumbrances.”
• Transfer Taxes: The Seller is exempt from realty transfer taxes (RTT Exemption). The Buyer is responsible for the entire 1% realty transfer tax.

The “Assignment” Clause

Under Paragraph 14 of the Real Property Purchase Agreement, the rules governing how and to whom DeLuca Newtown, LLC (the Buyer) can transfer or assign the contract are highly restrictive [Agreement Page 8].

The clause outlines the following requirements and conditions for any transfer of the agreement:

1. Strict Control Requirement: The agreement can only be assigned or transferred by the Buyer to “an entity which is controlled by or under common control with Buyer.” This means any prospective assignee must be a corporate affiliate, subsidiary, or parent company directly connected to DeLuca’s ownership structure.
2. Prior Written Consent: Even if the transferee meets the “common control” standard, the assignment is strictly contingent upon DeLuca securing “in advance Seller’s [the Sewer Authority’s] prior written consent.”
3. Novation and Release: If a permitted assignment occurs and the new entity formally assumes all of the Buyer’s obligations, DeLuca is fully released from liability under the agreement, and the nominee officially becomes the “Buyer.”
4. Transfer Costs: The Buyer is contractually obligated to pay all fees, taxes, and costs associated with executing the assignment.

Timeline

1. Phase I: Original Acquisition & Proposed Project (circa 2024)

• Property Condemnation: The Newtown Bucks County Joint Municipal Authority (NBCJMA) acquires - via Eminent Domain law – a 17.5-acre parcel — described as approximately 17.87 acres in the purchase contract — located on the Newtown Bypass. Read “#NewtownPA Sewer Authority Purchases Land for Sewage Treatment Plant.”
• Acquisition Method & Price: The land is taken from its previous owners via condemnation (eminent domain) under Bucks County Docket No. 2024-03151. The Authority purchases the land for $11,500,000.
• Original Intended Use: The Authority’s core purpose for the acquisition is to build a brand-new $128 million wastewater treatment facility to accommodate future population growth in the community. Read “The Real Reason Why the #NewtownPA Sewer Authority Wants To ‘Steer Its Own Ship’.”

2. Phase II: Community Backlash & Project Cancellation

• Local Resistance: The plans to build the wastewater treatment plant meet with considerable resistance from local residents. Read “Opposition Builds to Proposed #NewtownPA Sewage Treatment Plant“.
• Withdrawal of Support: In response to public pressure, the Newtown Township Board of Supervisors withdraws its support for the plant. Read “#NewtownPA Supervisors to NBCJMA: ‘Abandon Plans for Sewer Plant!’"
• Decision to Cancel: Determining that they cannot and should not move forward with a major utility project without the backing of Newtown Township’s elected officials, the Authority halts all plans for the wastewater facility. Read “#NewtownPA Sewer Authority Scraps $128 Million Wastewater Treatment Plant”.

3. Phase III: Court Battles & Liquidating the Asset

• Seeking Judicial Relief: To sell the condemned property on the open market, the Authority must return to court to seek legal permission under Commonwealth of Pennsylvania laws. Read “NBCJMA Eminent Domain Case #2024-03151”.
• Offer Back to Original Owners: The court dictates that the Authority must first offer the property back to the original owners from whom it was seized.
• Rejection of Below-Value Offer: One of the previous owners makes a timely offer to repurchase the land. However, this offer is several million dollars below the $11,500,000 condemnation price. The Authority rejects the offer to avoid a severe financial loss that would leave them in debt to the bank and force their ratepayers to carry the financial burden.
• Authorization for Open Market Sale: The Authority returns to court a second time and successfully obtains court authorization to place the property on the open commercial market. Read “Eminent Domain in Reverse: What's the Fate of the Abandoned WWTP Land?”

4. Phase IV: The Open Market Sale & Developer Agreement (July 2026)

• Months of Negotiations: The Authority spends several months in active discussions with interested private parties.
• July 22, 2026 (Agreement Effective Date): A formal Real Property Purchase Agreement is executed between NBCJMA and a local developer, DeLuca Newtown, LLC, to purchase the site for the full $11,500,000 needed to clear the Authority’s debt. Read 
• July 28, 2026 (Board Approval): During a special public meeting, the NBCJMA Board of Directors officially votes to approve the agreement of sale. Read “Newtown Sewer Authority Agrees to Sell Lower Silver Lake Property to DeLuca Newtown LLC”.
• Contractual Conditions & Timelines:
  • Proposed Use: The developer intends to construct a townhouse development and ancillary facilities.
  • Due Diligence Period: A 75-day period, starting from the July 22 effective date, is established for DeLuca to inspect the property and submit preliminary sketch plans to Newtown Township [Agreement Page 2]. The buyer holds the right to terminate the deal for any reason within this window.
  • Approval Period: Once due diligence expires, the developer has 365 days to obtain all “Approvals” from the township — including a Zoning Change, Preliminary Land Development Approval, and the allocation of required Sewer Equivalent Dwelling Units (EDUs).
  • Extensions: The developer can extend the Approval Period for up to six additional 1-month periods at a non-refundable cost of $50,000 per month.
  • Fate of Rate Hike: According to Authority Chair Jerry Schenckman, a substantial portion of the sale proceeds is expected to be used to satisfy the loan associated with the property. The Authority also must account for closing costs, taxes, interest and legal expenses. Mr. Schenkman said the Board would consult with its financial advisers after the sale is completed to determine whether it can “lighten the load” for sewer customers.