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HomeMy WebLinkAbout09-0194D~ iN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION -LAW ROBERT L. GOODALL AND ALICE S. GOODALL, Husband and Wife, 2304 Arcona Road Mechanicsburg, PA 17055 Plaintiffs No. Oq - 019' ~,i~~(-"j-ct-wc JURY TRIAL DEMANDED v. TRADITIONS OF AMERICA, LP 201 King of Prussia Road Suite 370 Radnor, PA 19087 And TOA PA VII, LP 201 King of Prussia Road Suite 370 Radnor, PA 19087 Defendants COMPLAINT AND NOW come Plaintiffs, Robert L. Goodall and Alice S. Goodall, by their attorneys, Pecht & Associates, PC, and make the following complaint against the Defendants, Traditions of America, LP., and TOA PA VII, LP, and in support thereof aver the following: 1. Plaintiffs herein are Robert L. Goodall and Alice S. Goodall, husband and wife, both of whom currently reside at 2304 Arcona Road, Mechanicsburg, Cumberland County, Pennsylvania 17055. 2. Defendant Traditions of America, LP is believed to be a duly registered Pennsylvania Limited Partnership which is believed to maintain a principal place of business at 201 King of Prussia Road, Suite 370, Radnor, Pennsylvania 19087. 1 3. Defendant TOA PA VII, LP, is believed to be a duly registered Pennsylvania Limited Partnership which is believed to maintain a principal place of business at 201 King of Prussia, Suite 370, Radnor, Pennsylvania 19087, and a satellite office at 15 Presidents Drive, Mechanicsburg, Pennsylvania 17055. 4. At all times relevant hereto it is believed, and therefore averred, that Defendant Traditions of America, LP, is or was a residential development and construction company which owned and developed a residential real estate subdivision known as "Traditions of America at Silver Spring" in Cumberland County, Pennsylvania. 5. It is believed, and therefore averred, that Defendant Traditions of America, LP, is the sole owner of the real estate development company known as TOA PA VII, LP, (Co-Defendant), the purpose of which is to develop and construct personal residences in Silver Spring Township, Cumberland County, Pennsylvania, at a real estate subdivision known as "Traditions of America at Silver Spring." 6. Plaintiffs shall hereafter refer to Defendants Traditions of America, LP, and TOA PA VII, LP, collectively as "Defendants." 7. In or around August 2008, Plaintiffs did view and respond to an advertisement offered by the Home Builders Association of Metropolitan Harrisburg (hereafter "HBA") for the "Parade of Homes" which advertisement did include Defendants' "Traditions of America at Silver Spring" residential development. 2 8. Plaintiffs did, on or about August 4, 2008, tour the Defendants' Parade of Homes Model at Traditions of America at Silver Spring and thereafter decided to purchase from Defendants a residential dwelling and real estate within the aforementioned subdivision. A true and correct copy of a similar advertisement is attached hereto, incorporated herein by reference and marked as Exhibit "A." 9. Plaintiffs advised Defendants' agent, workman, salesman, and/or employee, Danica Koppenheffer, that Plaintiffs wished to purchase the exact "Lincoln" model residence which was offered for sale in the HBA Parade of Homes to be constructed on a different, less expensive lot, within the Traditions of America at Silver Spring development. 10. Plaintiffs believe, and therefore aver, that as a condition precedent to participating in the HBA's Parade of Homes, each builder/developer/participant agrees to offer for sale to prospective buyers any residence exhibited at or during the Parade of Homes at the exact price advertised for sale by the builder/developer's HBA Parade of Homes model. A true and correct copy of the HBA 2008 Parade of Homes Participation Agreement is attached hereto, incorporated herein, and marked as Exhibit «B „ 11. Plaintiffs, with this knowledge, inter alia, agreed to purchase from Defendants the "Lincoln" model home to be constructed on lot number 64 in Traditions of America at Silver Spring development. 3 12. On or about August 4, 2008, Danica Koppenheffer did represent to Plaintiffs the only thing Plaintiffs needed to do to purchase the home was sign a "Non- Binding Reservation Form" and that Plaintiffs could return later to sign an Agreement of Sale ("AOS"); she represented further that Plaintiffs, with a representative of Defendants, would together choose and decide upon specific flooring, counter tops, appliances, and the like at a later time. 13. Koppenheffer never indicated to Plaintiffs that the price would be different than the price of the model home. 14. In fact, Plaintiffs were led to believe that the cost of their home would be less than the price of the model home because of the lower lot premium. 15. Plaintiffs did sign the "Non-Binding Reservation Form" on August 4, 2008. A true and correct copy of the Non-Binding Reservation Form is attached hereto, incorporated herein as though set forth at length, and marked as Exhibit "C". 16. Plaintiffs, based upon the representations of Koppenheffer, and their knowledge and understanding of the requirements that a builder participant in the HBA Parade of Homes agree to build the model home for the price advertised in the HBA Parade of Homes to prospective buyers, agreed to execute the Non-Binding Reservation Form on August 4, 2008, and an Agreement of Sale on August 11, 2008, and also provided a $34,630 down payment to the Defendants without having chosen the exact flooring, cabinets, counter tops, appliances, trim, and like. A true and correct copy of 4 the AOS is attached hereto, incorporated herein as though set forth at length, and marked as Exhibit "D." 17. Plaintiffs believe, and therefore aver, that the Lincoln model which was offered in the HBA Parade of Homes was listed at $468,000; however, that model home was built on a lot offered for sale at $35,000 which lot was $20,000 more than the lot on which the Plaintiffs chose to build their home. 18. As such, Plaintiffs had a reasonable expectation that the cost of the home would be no more than $448,000 after deducting a "Founders Circle Credit" of $5,000, a free option credit of $5,000, and an additional incentive of $2,500 for agreeing to settle by February 9, 2009. (See Addendums to AOS.) 19. Plaintiffs believe, and therefore aver, that based upon the foregoing, they had a reasonable expectation, that the home which they were purchasing "on the lot they chose would cost no more than $448,000." 20. Plaintiffs believe, and therefore aver, that after signing the AOS and after giving Defendants the $34,630 down payment, that Defendants for the first time, advised Plaintiffs that Defendants were unwilling to build the exact HBA Parade of Homes Model for Plaintiffs at the price advertised and as represented by Koppenheffer and as listed in the AOS but, instead, that the home Plaintiffs had chosen would cost approximately $550,000 to construct. 21. Plaintiffs believe, and therefore aver, that when they questioned the Defendants as to why the home was going to cost them $82,000 more than the maximum price anticipated and $52,000 more than represented in the HBA Parade of Homes advertisement, that the Defendants stated they had 5 been "given" various materials and upgrades which upgrades and materials were used in the construction of the HBA Parade of Home models, for which Plaintiffs would have to pay. 22. Plaintiffs believe, and therefore aver, that at the time they executed the Agreement of Sale they were advised by Danica Koppenheffer that although the contract price for the home and lot was listed for $346,300 that, once the options are actually chosen, the cost of the home would increase, but the cost would not exceed the cost of the model home less the lot differential, which Plaintiffs were lead to believe would be $448,000. 23. Defendants, after these issues were raised by Plaintiffs, increased the listing price for the model home to $498,852. 24. Plaintiffs believe, and therefore aver, that when they met with Defendants' representative to make a final decision on the options, they were advised for the first time that the price of the home would be $550,000 and not the price of $448,000 as represented by Defendants' agent and as was advertised in the Parade of Homes circular. 25. Plaintiffs believe, and therefore aver, that the home which they had chosen, having been built on a less expensive Lot, and after the builder's incentives checks, should have been no more than $448,000 and, as such, offered to pay the builder the $448,000 amount; however, the builder rejected the offer and advised the Plaintiffs that it "could not replicate the house for $448,000" again stating that Defendants had received numerous upgrades and other materials for the home gratis. 6 26. Plaintiffs believe, and therefore aver, that when they told Defendants that Defendants were not permitted to charge a higher price for a model home offered in the Parade of Homes in excess of the HBA Parade of Homes advertised price, Defendants stated that Defendants' representative was not aware of the HBA Participation Agreement requirements; that the Defendants appreciated Plaintiffs pointing out the contractual requirements; and that Defendants would need to withdraw from the HBA Parade of Homes as a result, but that Defendants were still not willing to construct a home for Plaintiffs at the price advertised. 27. Plaintiffs believe, and therefore aver, that Plaintiffs then advised Defendants that since the parties were unable to come to an agreement as to the cost of the construction and the purchase of the lot, that their down payment of $34,630 must be returned. 28. Defendants then told Plaintiffs that they were not. done "adding up" the costs of Plaintiffs' home, but the price would be well over $550,000. 29. Defendants have failed and otherwise refused to return the down payment and have further refused to construct the exact model home offered in the HBA Parade of Homes for Plaintiffs as indicated in the advertising circulation. 7 Count I Goodall v. Traditions of America LP and TOA PA VII LP Nealiaent Misrepresentation 30. Paragraphs 1 through 29 are incorporated herein by reference as though set forth at length. 31. At all times hereto, Defendants knew or should have known that consumers responding to Defendants' HBA Parade of Homes advertisement would be aware of the requirements with which a participant builder in the HBA Parade of Homes must comply. 32. Plaintiffs believe, and therefore aver, that Defendants' agent, workman, employee, servant, or representative, Danica Koppenheffer did represent to Plaintiffs that the base price of the home was $346,300 and that the price of the home after all charges for the flooring, counter tops, appliances, and the like, would not exceed the cost of the Lincoln model home offered in the Parade of Homes. 33. Plaintiffs believe, and therefore aver, that Defendants knew, or should have known that an individual purchasing a home in response to Defendants' advertisement as a participant in the HBA Parade of Homes would rely upon the representations made by the HBA Parade of Homes advertising including, specifically, that all builders participating in the HBA Parade of Homes must be able to offer for sale a residence identical or substantially similar to that advertised in the HBA Parade of Homes for the price so advertised. (See the Participant Agreement attached previously as Exhibit "A"). 34. Plaintiffs believe, and therefore aver, that Defendants' agent, employee, workman, servant, and/or representative, Danica Koppenheffer, knew or should have known that the statements which she made to Plaintiffs at the time they executed the Non- Binding Reservation Form and Agreement of Sale would be relied upon by Plaintiffs. 8 35. Plaintiffs believe, and therefore aver, that the representations made by Koppenheffer were made with a careless, negligent, and reckless disregard for the truth in as much as Koppenheffer knew, or should have known, of the HBA Parade of Homes requirements and that a prospective purchaser would rely upon those terms and conditions. 36. Plaintiffs believe, and therefore aver, that they justifiably relied upon the requirements of a participant builder in the HBA Parade of Homes and the statements of Koppenheffer when entering into the Non-Binding Reservation Form and Agreement of Sale with Defendants and further submit that their belief that the residence which they desired to purchase should cost between $346,300 and $448,000 was reasonable under the circumstances. 37. Plaintiffs believe, and therefore aver, that the statements, which Danica Koppenheffer initially made on April 4, 2008, and uttered again on or about August 11, 2008, were made in order to induce Plaintiffs to sign the Non-Binding Reservation Form and the Agreement of Sale. 38. Plaintiffs believe, and therefore aver, that absent the statements of Defendants' agent, workman, employee, or representative, Danica Koppenheffer, they would not have signed either document with their knowledge of the rules and regulations for a builder's participation in the HBA Parade of Homes. 39. Plaintiffs believe, and therefore aver, that the representations made by Koppenheffer were careless, reckless, and otherwise negligent and were the direct and proximate cause of the harm to Plaintiffs. 40. Plaintiffs believe, and therefore aver, as a result of the negligent misrepresentations of Koppenheffer, Plaintiffs have suffered damages in the amount of $34,630 plus interest, attorney fees, and costs of litigation. 9 WHEREFORE, Plaintiffs Robert L. Goodall and Alice S. Goodall, demand judgment in their favor and against Defendants Traditions of America, LP, and TOA PA VII, LP in an amount less than $50,000, together with attorney fees, interest, and costs. Co_ Goodall v. Traditions of America LP and TOA PA VII LP Breach of Contract 41. Paragraphs 1 through 40 are incorporated herein by reference as though set forth at length. 42. Plaintiffs believe, and therefore aver, that the Non-Binding Reservation Form signed on August 4, 2008, and the Agreement of Sale signed August 11, 2008, were essentially an agreement to enter into a contract contingent upon the parties' agreeing on a final price for the construction of a residence. 43. Plaintiffs believe, and therefore aver, that they agreed to provide Defendants the aforementioned $34,630 down payment in exchange for Defendants agreeing to construct for them the Lincoln model residence identical to or substantially similar to the HBA Parade of Homes model on lot 64 for a cost of between $346,300 and $448, 000. 44. Plaintiffs believe, and therefore aver, that Defendants, despite the representations of its agent, workman, servant, and/or employee to the contrary, subsequently indicated to Plaintiffs that they were unwilling to construct the chosen residence for less than $550,000. 45. Plaintiffs believe, and therefore aver, that as a result of Defendants' failure to fulfill its obligations to build a residential dwelling identical to or substantially similar to the Lincoln model offered in the Parade of Homes, Defendants have breached the parties' agreement. 10 46. Plaintiffs believe, and therefore aver, that Defendants' failure to agree to construct an identical or substantially similar home to the Lincoln model offered for sale and advertised in the HBA Parade of Homes is a material breach of the parties' contract. 47. Plaintiffs believe, and therefore aver, that Defendants' subsequent attempts to offer to construct a "stripped down" Lincoln model for Plaintiffs for the amount of $346,300 does not cure Defendants' breach. 48. Plaintiffs have made demand upon Defendants to return the $34,630 down payment but, as of the date of this Complaint, Defendants have failed or otherwise refused to return said deposit. 49. Plaintiffs believe, and therefore aver, that Defendants' failure to return the $34,630 down payment is yet another breach of the parties' agreement. 50. Plaintiffs believe, and therefore aver, that as a result of Defendants' breach of the parties' agreement, Plaintiffs have suffered damages in the amount of $34,630 together with interest, attorney fees, and costs of litigation. WHEREFORE, Plaintiffs Robert L. Goodall and Alice S. Goodall demand judgment in their favor and against Defendants in the amount of $34,630 together with interest, attorney fees, and cost of this litigation. Count III Goodall v. Traditions of America LP and TOA PA VII LP Uniust Enrichment 51. Paragraphs 1 through 50 are incorporated herein as though set forth at length. 52. Plaintiffs believe, and therefore aver, that Defendants have wrongfully refused to return their deposit: to-wit, the sum of $34,630. 53. Plaintiffs believe, and therefore aver, that the $34,630 deposit was tendered in good faith and in contemplation of Plaintiffs choosing the exact flooring, cabinets, countertops, appliances, trim, and the like and the parties agreeing on the final cost for the home to be constructed. 11 54. Plaintiffs believe, and therefore aver, that as a result of the parties being unable to agree upon the exact flooring, cabinets, countertops, appliances, trim, and the like nor the cost for the house to be constructed, Plaintiffs are entitled to a return of their $34,630 deposit. 55. Demand has been made upon Defendants to return the $34,630 deposit but Defendants, as of the date of this Complaint, have refused and otherwise failed to return said monies. 56. As a result of Defendants' unjustified retainage of the $34,630, Plaintiffs have suffered damages in the amount of $34,630 together with interest, attorney fees, and costs in connection with this action. WHEREFORE, Plaintiffs, Robert L. Goodall and Alice S. Goodail, demand judgment in their favor and against Defendants Traditions of America, LP and TOA PA VII, LP in the amount of $34,630 together with interest, attorney fees, and costs of litigation. Co_ Goodall v. Traditions of America LP and TOA PA VII LP Conversion 57. Paragraphs 1 through 56 are incorporated herein as though set forth at length. 58. Plaintiffs believe, and therefore aver, that Defendants have wrongfully retained Plaintiffs' $34,630, which funds rightfully belong to Plaintiffs. 59. Plaintiffs believe, and therefore aver, that Defendants' failure to return said $34,630 is a willful and wanton disregard of Plaintiffs' right to said funds. 60. Plaintiffs believe, and therefore aver, that Defendants have converted property of Plaintiffs to Defendants' benefit and to the detriment of Plaintiffs: to-wit, Defendants have wrongfully retained and kept as their own Plaintiffs' deposit in the amount of $34,630. 12 61. Plaintiffs believe, and therefore aver, that as a result of Defendants' converting said funds to their use, Plaintiffs have suffered damages in the amount of $34,630 together with interest, attorney fees, and costs. 62. Plaintiffs believe, and therefore aver, that as a result of Defendants' willful and wanton disregard for the right of Plaintiffs to the funds, that Plaintiffs are entitled to an award of punitive damages in the amount deemed appropriate by the trier of fact at the time of trial. WHEREFORE, Plaintiffs, Robert L. Goodall and Alice S. Goodall, demand judgment in their favor and against Defendants Traditions of America, Inc. and TOA PA VII, LP in an amount in excess of $50,000 together with interest, attorney fees, and costs. Co_ Goodall v. Traditions of America LP and TOA PA VII LP Violation of the Pennsvlvania Unfair Trade Practices and Consumer Protection Law 63. Paragraphs 1 through 62 are incorporated herein as though set forth at length. 64. The Unfair Trade Practices and Consumer Protection Law, 73 P.S. Section 201-1 et seq. is a remedial statute designed to protect consumers from unscrupulous sales and business persons and makes it unlawful to engage in any fraudulent conduct which creates the likelihood of confusion or misunderstanding. 65. The Pennsylvania Unfair Trade Practices and Consumer Protection Law (hereinafter "UTPCPL") declares it unlawful to engage in unfair methods of competition or certain acts or practices in the conduct of any trade or commerce specifically addressed in the Act. 66. The UTPCPL makes the following conduct, committed by Defendants and/or their agents, employees, servants and partners, unlawful: 13 a) Advertising goods or services at a certain price and then steering the consumer to a more expensive version of the advertised goods or services; b) Advertising goods or services with intent not to sell them as advertised; c) Advertising goods or services with intent not to supply reasonably expectable public demand, unless the advertisement discloses a limitation of quantity; and d) Engaging in any other fraudulent or deceptive conduct which creates a likelihood of confusion or of misunderstanding. 67. The conduct of Defendants as set forth herein created confusion and misunderstanding in the minds of Plaintiffs as to the price of the subject house. 68. The conduct of Defendants as set forth herein created the belief in the minds of the Plaintiffs that the home would cost them $448,000 or less. 69. The conduct of Defendants as set forth herein created the belief in the minds of the Plaintiffs that the house, as advertised, would be available to them and would be sold to them for the price advertised by Defendants. 70. Plaintiffs believe, and therefore aver, that the conduct of Defendants was a classic "bait and switch" in which Defendants offered a home at one price and then attempted to sell Plaintiffs an identical, but higher priced home. 71. Plaintiffs justifiably relied upon such representations, misrepresentations, omissions of material facts, and non-disclosure to their detriment. 72. Plaintiffs were harmed as a direct and proximate result of the conduct of Defendants. 14 WHEREFORE, Plaintiffs request judgment in an amount in excess of $50,000.00, plus treble damages, and attorney's fees as authorized by the Pennsylvania Unfair Trade Practices and Consumer Protection Law, plus interest, costs, and such other relief as the court deems appropriate. Co-_ Goodall v. Traditions of America LP and TOA PA VII LP Common Law Fraud 73. Paragraphs 1 through 72 are incorporated herein as though set forth at length. 74. The failure of Defendants to inform Plaintiffs that the home could not be built at the price represented was a misrepresentation and anon-disclosure of a material fact, about which Defendants knew Plaintiffs had a right to know. 75. Defendants acted with knowledge of the significance of the information they withheld and of their wrongdoing in withholding that information. 76. Plaintiffs justifiably relied on the misrepresentations and omissions of material facts to their detriment and were harmed as a direct and proximate result of the misrepresentations and omissions of material facts. 77. Punitive damages are warranted in this case in that Defendants' conduct was outrageous, malicious, wanton, willful, oppressive and showed a reckless indifference to the interests of Plaintiffs, and, in fact, was purposefully designed to have Plaintiffs execute the AOS. 15 WHEREFORE, Plaintiffs request judgment in an amount in excess of $50,000.00, plus punitive damages, and interest and costs, and such other relief as the court deems appropriate. Date: ~~ ' `f ~~ Respectfully Submitted, PECHT & ASSOCIATES, PC By: Wayne M. Pecht, Esquire I.D. No. 38904 Herbert P. Henderson, Esquire I.D. No. 56304 1205 Manor Drive, Suite 200 Mechanicsburg, PA 17055 Phone: (717) 691-9810 Fax: (717) 691-2070 Attorneys for Plaintiffs 16 VERIFICATION I, Robert L. Goodall, state that the facts set forth in the foregoing document are true and correct to the best of my knowledge, information, and belief; and I am aware that any false statements made herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. Dated: November ~ , 2008 obert L. Gob'c~all VERIFICATION I, Alice S. Goodall, state that the facts set forth in the foregoing document are true and correct to the best of my knowledge, information, and belief; and I am aware that any false statements made herein are made subject to the penalties of 18 Pa. C.S. Section 4904, relating to unsworn falsification to authorities. 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OS ml. on fight ~~randywine ti11595 WlQiamsburgWay, Mechanksburg Y)ngst Homes, Inc.-$304,013 Rte 581W, Creekvkw Rd exit right on Creekvkw Rd, left on demsalem, right an Rhremlall, left on Wllllamsburg. Yil ?4 Dougherty Ddve, Lemoyne Classic CommunitiesCorporation-$323,449 Rte t i/15N, right on Market St left on 12th St left at top of hill irrto community. Penn Valley i l 8 Redwood Drive, Enola Wheatland Custom Homes, Inc.-5329.900 1-815; Wert:vllk Rd exit, left oa Wertzvllle Rdr kit on Valley Rd, right on Salt Rd to developmem, rlghtan Maplewood Dr, left on Redwood Dr. ~Carmella 417 Wrmella Drive, Med-aniaburg . LandmarkHams-$347,600 1-83 to Rte 581W, ExR 3/CarNsle PAk/US 11, tight oe Rte 115, 2.5 ml, left anNogestovm Rd/PA 114E, 0.9 roi, left on Woads Dr, Carmella on right Woodbridge Farms 13 319 Waodb'Idge Ddve; Etters S & A Home-5357,900 1-835, ExN 3WRshing Creek, left onfishingCreek Rd/ Ate 262, right on 01dYork Rd/Rte 177, left on Valley gd,.left on Behrhower Rd, right on Woodbrklye Dr, model on left. ~ArborFieW 2133 Arbor Court, Medraniaburg FBHtteAl Construction, Inc: 5391,000 Rte 15, Rte 114/8ovvmarndaleexit atstopsign, Non Rte 114 to Medtanksburg, left ah Gettysburg Pike (1 A Ifghtl, OS mi, fight an Flsher Rd, Atborfield on fight ~Millfording Hightands 15 112 Balfour , Medranlaburg Gasstc Communities Corp~ation-$456,288 Rte 581 to Cade Pike W, right on Sample Bridge Rd, fight IMO community. 16 VVindirig Hills , 605lnared urt, Mechanksburg EG Stoltzfus Homes, LLC-$463,470 Ate' 155, Cumberland Pkwy/Windhrg Hills axle, left at light proceed dP hNl to left at Ight, left on f Winding Hill Rd to devebpmenfar fight. Good Hope Farms South 17 5116 South Deerfield Avenue, Medunicsbung 1NcNaughton Homes-S464,9p0 Rte 58t to GrlWe Pike W, fight on Skyport Rd, 0.9 mi, right on 3 Deerfield Ave. ` Traditions of America at Silver Spring 18 312 founders Way, Medtarrlaburg ltaditi0rlf OfAmerica--$498,500 ' I-81, Hdt 57IRte 1147Medianiisbrrrg,114E to Rte 115/ Carlisle PRte,1.6 mi, left onHempt Rd (tumslnto State Rd), 2.2 mt, SIhKr Sptlng entrance on fight. trindk Station 19 710 Genevieve Drlve, Mechanicsburg: 15manini Homes, LLC-5498,853 I.81, Rte 114to MedwnlrSMrrg, straight on York St right on Marble St bear left on WIIRams Grove Rd, right on William Way, left on Genevieve Dr, home on left. 805Tavb•1odtAoad,Mechanksburg W Market St C~tp~ H II try Ort Bridge Rd, 1.8 mi. on left across from ArmRage GaNCourse. ~FairHitl " 21 2205 Dewey Lane, Medranksburg Charter Homes and Neighborhoods-S499,990 I-81, Nkrtrvgk Rd exit W on WertzvRle Rd, right on lambs Gap Rd, approx. OS ml, Falr Hill on left. Highlands 22 42 Ia Ylsta Drive, Mechanksburg' Charter Homes and Neighborhoods-5501,061 Rte 581 in W on Wdisle Pike, rfgltt on Rich Valley Rd, canmunlty on left OR, I-81, E on Carlisle PIke,left on Rkh Valley Rtl, community on left. Hunters Gate 23, 6295 Appaloosa Drive, Medtaniaburg Stephen Bladt Brdkfers,Inc.-5539,900;: I-81, Exit 61fRte 944, W on Wertiville Rd, left on lambs GapRd,apprwr.l mi, community on left. Liberty Point 24 1112 Liberty Cove, Medwnkaburg Roland Bulkier, lnc:--5583,000. Rte 15, Rossmoytre Rd/Nksley Dr exit take Rossaroyne Rd, fight onLisMrm Rd, 0.5•ml, IeftonThOmpson ln, emrance h 0.5 ml on right VVaiden' 25 % House HIII, Mechanksbunj Charter Homes and Neighborhoods-5659,689 I-81 to Rte 114E, left on Woods Dr. OR, qte 581, fight on Carlisle PHce; left a- Silver Spring Rd, dgM on Woods Dr. ~~ Cider Press Estates 3d 101 Benau Avenue, Medranksburg RMS Custom Nomes-5684,900 Rte 155, to 5fatrNRl Rd, fight on Slate Hlll Rd, fight on Lisbwn Rd, left on Rte 114/Maln SWsDum, rIgIN onMaore's MourrlaM Rd, fight on Siddonsborg Rd, left on&ncru Ave.- ~Braaburn Estates at Winding Hills 27 407 Park Cirde, Mechaniaburg `Mkltael L. Mahn Horner, Inc.-$860,000 . Rte 155,Cumberland Pkvry/1Hlnding HIIlsexit left at light pros 1 to~ light, left on E Winding HNI Rd to SterNn Gkn ~4 Sterlkrlgg6knWay, Mechanksburg Custer Homes, Inc.-5894,900 I-81, Rte 114E exR toQrlWe PNce, cross Carlisle Pike, 0.8 mi, left on Woods Dr, left on Sterlingblen Way. The Ea~tes at The Preserve 29 6165 Run Cross lane, Enola Charter Homes and Neighborhoods-5999,990 1-81 to Werfiv8le Rd exR; W on Wertzvllle Ad, rlght on lambs Gap Rd, appra3. t mi, dghton Run Cross ln. r Park View at Waverly 501 Pond View Court, Harrisburg R& I. Construction Company-$158,900 I-8 Exit 69/Progress Ave, N on Progress Ave, approx. 2 mi to Linglestown Rd, stay on N Progress Ave, right on Cor iinental Dr, left on Glenbrook Dr, left on Pontl View Ct 1st I ouse on left. ' Maplewood - 25000akwood Lane, Harrisburg EG 'itoltzfus Homes, LLC-$190,775 18'~'~, Progress Ave exit, left on Progress Ave, fight on The: Dr, left on Elmwood Dr, fight on Oakwood Ln. Deer Run .. _ 695 Stoverdale Road, Hummelstovrrr Charter Homes and Neighborhoods-$209,990 Rte 183, Vine St exit (N), left on Deer Run Drtommunity, on right. OR, Rt. 322, Middletown Rd exit (5), right on Deer Run )r, community on right 33 ~' Ivy Ridge 548 Princeton Road, Harrsburg Triple Crown Corporation-$249,900 I-835, Paxton St exit left on Paxton St (at Bass Pro Shop); fight on Friendship Dr, Lefton Hardsburg5t dghton ,~ OrchaM 5t community on right The Townes at Chatham Glenn - iiiM 6138 5awgrass Court, Harrisburg .Classic Communities Corporation-$261,454 • I-83 to Rte 321E toward Hershey, Leh on Mushroom HIII Rd left on Grayson Rd, dghton S 63rd $ left on Derry St dgb: on 61 st St dghton 2nd Chatham Glenn Way, fight on'Glen Way, fight on Sawgrass Ct. ~ - The Woodlands. 105 South 82nd Street Hartfsburg FWK,LLO-$269,000 Rte :322 to S 82nd St (Chambers HIII/Grayson Rd), S on S ; 82nd St to The Woodlands. The Townes at Autumn View 6209 Autumn View Diire, Hartisburg . Classic Communities Corporation~S271,265 ; I-81, Linglestown exit; N on N Moumakr Ad, right on Linglestown Rd/Rte 34, rlgM ar Balthaser, left on Warren fight on Griffin, left on Autumn Vkw Dr. , Wyndhurst Manor , 4297 North Victoria Way, Harrisburg Classic Communities Corporation-$273,710 I-81, Exit 69, N on Progress Ave, right on Rte 39Nn~esto Rd, left on Colonial Rd, rlgM on N Vidorla Way.OR,1~83 Colonial qd exit N on Colonial Rd,.rlght on N Vktorla Way ~Arondale 6%2 Derrick Road, Harrhburg Yingst Homes, Inc.-$280,990 Rte 22E/Allentown Blvd, right on Jonestown Rd (IIghG by Bradford Village), left on Sarhelm Rd, straight to development on fight 2008 PARADE OF HOMES PARTICIPATION AGREEMENT Parade entry addr+ess/city/stat:e/zip: Community name• The undersigned builder (hereinafter "Builder"') and the Home Builders Association of Metropolitan Harrisburg (hereinafter "HBA'~, intending to be legally bound agree as foikyws: The undersigned agrees td participate in the 2008 Parade of Homes Event (the'Event7 sclreduled for October 4"' to 12"' 2008. In submitting this Agreement, it is that the General Inforrrratiorr Sheet -Terms and Conditions of Participation CTerms and Conditions' for the Event has been neoeived, reviewed, and the undersigned agrees th pertomt and comely with all requirements stated therein. The Terms and Condition Sheet is by reference incorporated into this Participation Agreement and the undersigned agr~s to pertorm and abide in accord with the Terms and Conditions. 1. The Early Bird Registration fee of X2,550, completed entry form whid~ includes answering all questions 1 through 25 on the entry form i.e. written description of the company, written description of the Home(s) (150 words) for the website and no more than 5 lines for the bullet pants in the show guide (B5 d~an>tcters), listing price fiotal of each Home entered to include any/all °extras" contained in the Home ir~ludmg the lot and detailed directions fio the Homes shall be provided by the Builder, camera ready company logo and clear fkxx plans (no blueprints) submitted to Maday & Shoemaker Graphics, and completed participation agreement The deadline is Friday, May 23,.2008. 2. The Regular Entry fee of X2,800, completed entry form which includes answering all questions 1 through 25 on the entry form i.e. written description of the company, written description of the Home(s) (150 words) for the website and no more than 5 lines for the bullet points in the show guide (65 characters), listing price toted of each Home entered to include any/all "extras" contained in the Home including the tit and detar7ed directions to the Homes shall be provided by the Builder, camera ready company logo and dear floor plans (no blueprints) submitted to Maday & Shoemaker Graphics, and completed participation agreement. The deadline ~ Monday, July 28, 2008. 3. Previously entered Parade homes entry fee of X1,800, completed entry form which includes answering all questions 1 through 25 on the entry form (unless using the existing entry form fiwn the previous year entemd) i.e. written description of the company, written description of the Homes than 5 lines for the bullet ooin~in~e_ghrw~ ~~~~ ~aa ..~,~.e.,...., -- _, ~.-- ~~....~,, w„moo ~~,r wm~ny pogo ana clear poor plans (no tilt) submitted to Maday & Shoemaker Graphics, and completed participation agreement. The deadline is Monday, July 28, 2006. 4. Only new homes (custom, model, spec homes) which have never been occupied and for which construction will be cxxnpleted on or before September 22, 2008, including landscaping, all services finished, and fodures installed and finished floors. If Home(s) are not in safe condition they will not be available for viewing. 5. Also, it is understood that either 5096 of the early bird entry fee or the regular entry fee, per home, is refundable until Monday, July 28, 2008, after which date the fee becomes non-refundable. 6. At all times of the Event, the Bulkier shall have a reasonsble n~resentative at the home(s). The Buikder may, of course, staff the home(s) at any other times at his/her discretion. Parade hours are: 4:00 p.m -7:00 p.m. Sys (Monday--Friday) and 12:00 p.m -7:00 p.m. Weekends (Saturday and Sunday). 7. The Builder must maintain general liability insurance and builders risk. insurance for each Parade entry horns in the Event, which must name the Home Builders Association of Metropolitan Harrisburg (hereinafter., "HBA' as an additional insured. The general liability insurance shall have a minimum coverage of ~Z,000,000. The Certificate of Insurance shall be delivered to the HBA no later than Friday, August Z8, 2006. 8. Furthermore, Builder shall indemnify, defend and holed harmless the HBA from and against any and all claims and demands of loss whatsoever, caused to any person or property, arising directy or indirectly out of the business concluded in, or about Builder's Horner or arising directly or indirectly from any act or omission of the Builder, its servanth, its employees, its contractors or agents and from or against any and all crest, expenses (including reasonable attorney's fees) and liability incurred with any claim or proceeding brought thereon. 9. In the event the Builder sells the home(s) enrolled in the Event prior to the Event, and desires that the home remain in the Event, Builder must have a lease with the owner(s) and furnish a Dopy to the HBA no later than Friday, August 27, 2008, which shall contain, at a minimum, the tem~rs as set forth in the HBA Event suggested. 10. Final Information Deadline - ShowguideJWebsite Content Any revisions regarding your home infomration, including floor plans, text and price must be submitted in writing to the HBA no later than Wednesday, August 13, 2001:. Absolutely no changes will be accepted after this date. The HBA shall provide representation of the Homes in the Parade of Homes Guidebook ff these conditions and deadlines are met. Home Builders Association of Metropolitan Harrisburg 2416 Park Drive, Harrisburg, PA 17110 • (717) 232-5595 ~ Fax (717) 232-5605 Laura(a7harrisburybuilders corn ~ www.paparadeofhomes corn 1 i. Parade Home Photography. Included in your entry fee* is a professionally prepared photograph of your Home taken the week of August 18, 2008. This photo becomes your property. ff you prefer to supply a photograph or a rendering; Rendering (line drawing) -minimum 5' x 5', 300 dpi, cobr or grayscale, saved as an .eps, .tif, .jpg. Photo -minimum 5` x 5", 300 dpi, saved ~ an .eps, .tif, .jpg, ff the supplied photo or rendering does not rriset the BAs requirements, no graphic representation will be used with the photo at+ea covered with text "no photo available". n is the Builder's responsibility to notify the HBA in writing by Wednesday, August 13, 2008, if you prefer that the HBA not take the photo. Simple ns-touching (adding grass and blue sky) will be billed ~ $85/hr, not to exceed 1 hour. Additional retouching will be invoiced at this rate. Exterior Photography pictures and/or renderings of Parade Homes will be finished in all aspects. 't:'hotograp/ry is not gd in the Previousty Entered Home Entry Fee. 12. Additional charges: $85 an hour for photo retouching, editing your page on the parade of Homes website, any changes after the deadline/sign-off meeting of August 27, 2008. In addition there will be an $85 plus travel expenses to re-photograph your Parade entry Home (if it is less than an hour you will be prorated accordingly). 13. Final Proof meeting will be held at the HBA office, 2416 Park Drive, Harrisburg PA, 17110 in the Educational Facility on Wednesday August, 27, 2008, ATTENDANCE IS MANDATORY. 14. Green, mature lawns are desirable and highy recommended, but the ground shall be seeded and covered with straw if the lawn is not mature. Landscaping shall be otherwise completed by September 30, 2008. i S. A labeled key shalt be submitted by the Builder to the HBA for each Home entered and must be reaeived by Friday, Sepbamber 12, 2008. The key will be used only for access to judge the Homes. Builders are responsible for picking up keys at the HBA office on Monday, September 29, 2008 after judging has been completed. 16. Homes will be judged prior to the opening of the Parade on Tuesday, Sepbmber 23, 2008 (hereinafter "Judging Days' between the hours of 9:00 a.m.-5:00 p.m. The Fulton Awards will be judged on Wednesday, September 24, 2008 beginning at 9:00 a.m. until completed. homes must be ready for Judging and ~o aM is to be in the Homes during the judging process. Homes shall be complete with all services finished aid fixtures installed. Horner not presented in such condition on Judging Day will not be judged. Builder shall not confer with the judges at any time. Any homes that were judged in past years cannot be entered for judging.. 17. Each entry will be assigned by the HBA to a specific category for judging purposes based upon such factors as: single family home, town home, price etc. The Builder must therefore accurately state in the application the speafic and total sale price of each Home entered to include any/all "extras" contained in the Home including the lot. Absent advance notification and approval of the HBA, this price may not be increased by more than five (596) percent for the period of the Parade event and thirty (30) days thereafter. Absent approval of the HBA, to any price irxxease in vio~tion of this paragraph will result in the rerrroval of the Home in the judging or, as applicabb, the forfeiture and return of any awards received." 18. If your home(s) are to be judged a Photo CD will be due to the HBA office no later than Wednesday, September 24.2008. The CD should include up to fifteen interior photos & four exterior photos (at least one each of iGtctien, Master Suite/bathroom, Landscape, Interior, and Decoration). These photos will be used in the slide show at the Gala if your home wins an award. tf you have multiple entries, each home must be on a separate CD. Picture resolution should be no more than 1024 x 768 and 300 dpi, and should be in JPEG format. Label each photo with your company name, entry address, and category: `XYZ Builder--123 Main Street-KITCHEN.jpg'. Label the CD 19. S'~ your company name and Parade entry address. ignage: A fee of $5 per sigNstake will be charged for any unretumed Parade of hoomes directional and house signs/stakes. 20. Parade of Homes directional signs cannot be placed on non-Parade Homes. 21. Any violation of the Participation AgreementlContractrnay result in rejection of future entries. IN WITNESS WHEREOF, the parties hereto have set their hands and seal this day of , 2008. Company Name (print): Builder Representative Name (print): Builder Representative Authorized Signature: Home Builders Association of Metropolitan Harrisburg Representative Signature: Date: 2 Home Builders Association of Mett+opolitan Harrisburg 2416 Park Drive, Harrisburg, PA 17110 ~ (717) 235595 • Fax (717) 232-5605 Laura~7nharrislwrsbuilder$ corn ~ www.paparadeofhomes corn ~^~4 r nrrrcv.•, cr nwcwr:• sr ... . 4~~~'; l~`I ~ ~ ~ PIING Traditions of America at Silver Spring, L.P. Mechanicsburg, Pennsylvania Non Binding Reservation Form 3 -~ 7-12-60 ~4 ~ Z-23-63 ~o ~ ~~~~ I'rospectivc~y~•c.ascr(s r ~0~~ t L t' ~. Name: ,_ L ' Social Security Niunbcr: _~1o3"s~C-"T ~~,~ Name: I'honc: Address: Social Security Number: ~" ~- Z f:ma i L (~{,~ ,, r nec;G~.a.,~ ~ ~ ~~~~_.. Location: # lo~ ModcL• L.INt~~-~ Elevation: ~ ~ I lome Cost Summary: Room Additions: Iiasc I-louse $ ~~8 ODO. ~ Description: $ second door ~; 33 3~ • = Room Cost: $ I3aSe111Cl1t $ ,t! Dire Place: $ Location Premium $ / . fi0O. ~'- '1`LESS fin/ Total house Cost $ ,3 G, .3L1C~. ~ '~ Total Room Cost: $ Ct~nvrcS : - s S, c~ o ~~NO~es' Gl~c't.~, - ir~<,. ems, fxE~ ~°no.~ ~'.7„ ~'s/~~ - a S~•oFi~T The Reservation Deposit will consist of two checks ($250 and $750) made payable to TOA PA VII, L.P. Theses $250 fee is for preparation of a location plan. The $750 fee is refundable within 7 days of the elate of this ~~ 9J reservation form. • If Purchaser cancels this Reservation within 3 to 5 days of the date on this Reservation form, all monies will be returned to Purchaser. • li'Purchascr cancels this Reservation anytime atier the site plan has been ordered, the $250 is non -refundable and the $750 is refundable. Agreement signing date: 8~~ / ~C~ j Time: // : 30 /~avl 0°o Deposit al Agreement signing ~3~ ~ ~- ~ 5% Deposit if using Preferred Lender (Wells Fargo) ~ /~ 3/S. `"° f- ~ 3 TS. "=° 25% Deposit of Options at Agreement signing: _~~/~q The non-binding reservation deposit will be held in our office until the Agreement of Sale has been signed. This non-binding reservation form dots not obligate you or the Seller in any way. The terms set forth herein arc for discussion purposes only and will be subject to the terms and conditions set forth in the agreement of sale. Revised: January 7, 2008 'I'OA I'A VII, L,.P. Y~ A Rcprescntativc of TOA PA V .,.I'. TRADITIONS OF AMERICA AT SILVER SPRING CONDOMINIUM NO.1 AGREEMENT OF SALE THIS AGREEMENT made this 11~' day of August, 2008 (this "Agreement") between TOA PA VII, LP, a Pennsylvania Limited Partnership ("Declarant"), and Robert L. Goodall and Alice S. Goodall ("Purchaser"). IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS CONTAINED HEREIN AND INTENDING TO BE LEGALLY BOUND HEREBY, THE PARTIES AGREE AS FOLLOWS: 1. Basic Information and Certain Defined Terms. (a) Names and Addresses: (1) Declarant: TOA PA VII, L.P. (i) Address: 15 Presidents Drive Mechanicsburg, PA 17050 (ii) Telephone: (717) 766-9557 (iii) Fax: (717) 766-9557 (iv) Email address: dkoppenheffer@Traditionsofamerica.com (2) Purchaser: Robert L. Goodall Alice S. Goodall (i) Home Address: (ii) Telephone: (iii) Business Address (iv) Cell Phone (v) Telephone: (vi) Fax: (vii) Email address: 2304 Ancona Road Mechanicsburg, PA 17055 (717)554-6292 (i) Social Security No: 163544402 & 105566204 (b) Unit(s) being purchased at Traditions of America at Silver Spring Condominium No. 1, Cumberland County, Pennsylvania (the "Condominium"): (the "Units") Lot# 00000064, Left Driveway-LINCOLN, 2 STORY BEDROOM & BA~'H S ON GRADE ~ ;, Side--Ent~- CsGa12~G 81-t~a6 } ' Address known as: 31 Presidents Drive ,Mechanicsburg, PA 1 -1- AOS 2-28-0 ~: (c) Each Unit's Initial Appurtenant "Percentage Interest" in the Common Elements shall be determined by a certain Declaration of Condominium for Traditions of America at Silver Spring Condominium No. 1, (as such document may be amended from time to time, the "Declaration"), which Declazation shall be in accordance with the provisions of the Pennsylvania Uniform Condominium Act, 68 PA. C.S. §3101 et. seq. (as the same may be amended from time to time, the "Act"). (d) Price and Terms: (1) Total Purchase Price (the "Purchase Price"): $346,300.00 (2) "Earnest Money" (includes reservation deposit previously paid, if any): $ 34,630.00 (3) "Balance Due at Settlement": $311,670.00 (e) "ESTIMATED SETTLEMENT DATE": 02/24/2009 (fj Broker, if any: Jack Gaughen ERA, Market Street, Camp Hill, PA 17011 Agent: Stephania Libel (g) The "Settlement" is that meeting at which the Purchaser is obligated to pay the balance of the Purchase Price due at Settlement and other sums described herein and the Declarant is obligated to convey title to the Unit(s) to Purchaser. (h) The "Settlement Date" is that date on which the Settlement is to occur as described in this Agreement. (i) All other capitalized terms not defined herein shall have the same meanings as they are given in either or both of the Declaration and the Act. 2. Sale. (a) Declarant agrees to sell to Purchaser and Purchaser agrees to purchase from Declarant the Unit(s) in the Condominium together with: all property and work included in the Purchase Price as described in Exhibit A attached hereto (the "Declarant Work Specifications"); and an appurtenant undivided proportionate ownership interest equal to the Percentage Interest in the Common Elements, as the same are described in the Declaration (including the Plats and Plans). (b) The Unit shall be constructed substantially in accordance with the Plats and Plans and the Declarant Work Specifications. Purchaser agrees the Unit and Building may be modified, improved or changed from time to time in compliance with Declazant's design standards and that the deviations aze customary in the construction industry and are occasioned by expediency, practicability and availability of materials or products if the materials or products so substituted are substantially equal or superior in quality to the materials or products specified. (c) Purchaser acknowledges that measurements shown on the Plats and Plans and floor plans used in marketing are approximate and actual dimensions may not be exactly as shown. Declarant shall not be required to install or provide any fixtures or appliances not actually installed in the Unit at the time of inspection pursuant to Section 6(b) or otherwise agreed in writing to be installed by Declarant. Declarant shall have the right to make minor changes in the dimensions of any portion of the Condominium and to substitute substantially equivalent materials for any of the same set forth in any sales or other documents and to make such modifications or substitutions as may be required by any governmental authorities asserting jurisdiction over the Condominium, or any construction or permanent lender or as may be reasonably necessary. (d) Declarant has no obligation to make any improvement, modification or addition to the Unit unless Declarant and Purchaser have specifically made those changes part of this Agreement by causing them to be included in a Customizing Work Amendment to this Agreement of Sale and Purchaser has paid Declarant for such options and AOS 2-2 -0 V ! -2- customizing work. The cost of the options and customizing work shall be in addition to the base Purchase Price. The monies paid for the options, but not customizing work shall be placed in escrow. If Declarant agrees to Purchaser's request for additional options and customizing work after the execution of this Agreement, an amendment to this Agreement must be signed by Declarant and Purchaser to reflect such additional options and customizing work. (e) Declarant, in its sole discretion, may refuse Purchaser's request for options and customizing work, without regazd to Purchaser's willingness to pay therefore and without regard to Declarant having made the same or a similar options and customizing work in other units within the Condominium. It is understood and agreed by Purchaser that no person is authorized by Declarant to make any commitments for alterations or variations. In the event Purchaser contracts with someone other than Declazant for options and customizing Work or any other improvements to the Unit, Purchaser agrees that this work shall not commence prior to Settlement and shall be done subject to the applicable provisions of the Declaration, Bylaws and Rules and Regulations. (f) .Purchaser agrees to makecolor, or material selections in writing and deliver the same to Declarant five (5) months prior to Settlement. All selections shall be final. In the event Purchaser does not make any selection within the specified time, Declarant shall have the right to make the selections on Purchaser's behalf. Further, should any selections be unavailable due to circumstances beyond Declarant's control, Declarant reserves the right to substitute colors or materials which, in its sole judgment, aze compatible with the decorating scheme. (g) All renderings, brochures and other sales materials provided by Declarant and the conditions, improvements and furnishings in any model units aze for illustrative purposes only and shall not be construed as a representation or deemed to be binding on Declazant. 3. Condominium Documents. (a) Purchaser acknowledges having received and reviewed a copy of Declazant's current Public Offering Statement for the Premises including all attachments and exhibits thereto. It is understood and agreed by Purchaser that until the first recorded conveyance of a Unit in the Condominium from Declarant to any third-parry, Declarant shall have the right, acting alone, to amend any or all of the Declaration (including the Plats and Plans), the Bylaws, Public Offering Statement and the Rules and Regulations (collectively, the "Condominium Documents") for the Condominium and the Master Condominium (as described below); provided, however, that if any such amendment materially adversely affects the rights of Purchaser, Purchaser shall have the right of rescission. Prior to the recording of the Declaration, Declarant shall also have the right, acting alone to: (i) change the location, size and layout of all Units and Common Elements in the Condominium other than the Unit; and (ii) change the Percentage Interests of other Units in the Condominium, provided that such changes do not affect the Percentage Interest of Purchaser's Units, unless by reason of adding Units to the Condominium by conversion of Convertible Real Estate as set forth in the Declazation. (b) Purchaser agrees to be bound by and comply with the terms and conditions of the Condominium Documents from,and after the completion of the Settlement hereunder, which agreement shall survive such Settlement. (c) As described in the Public Offering Statement, the Condominium is asub-condominium of Traditions of America at Silver Spring Master Condominium (the "Master Condominium") and it is currently expected that all powers and duties of the Association shall be delegated to and exercised and performed by the Master Association on behalf of the Condominium and other sub-condominium associations that are part of the community. (d) UNLESS PURCHASER CHOOSES NOT TO HAVE DECLARANT PROVIDE MORTGAGE LOAN APPLICATION AND PROCESSING ASSISTANCE THROUGH ITS PREFERRED LENDER PROGRAM BY PUTTING PURCHASER'S INITIALS WHERE INDICATED AT THE END OF THIS- AGREEMENT, Declarant shall provide the services of such Program for Purchaser. Notwithstanding anything contained herein, nothing in this Agreement shall be construed to require that Purchaser obtain financing as a condition to Settlement under this Agreement. 4. Price and Terms. (a) Upon execution of this Agreement, Purchaser has paid by cash or check the receipt of which cash or check (subject to collection if paid by check) is hereby acknowledged by Declarant, the amount set forth in Section 1 AOS 2-28-08 ~~~~.. -3- as Earnest Money. Purchaser agrees to pay the Balance Due at Settlement on the Settlement Date by cashier's check, title company check or wire of immediately available funds to an account designated by Declarant. Interest earned on the Earnest Money, at local bank money market rates, shall be added to the Earnest Money and paid or credited to the pazty otherwise entitled to the Earnest Money. (b) Unless otherwise provided for herein, all Earnest Money shall be held in escrow by Declarant until consummation or termination of this Agreement, pursuant to the Pennsylvania Uniform Condominium Act. Deposits of Earnest Money paid to the Declarant shall be retained in an escrow account at a local FDIC insured bank until consummation or termination of this Agreement in conformity with all applicable laws and regulations. Declarant may hold any uncashed check tendered as Earnest Money, pending the acceptance of this offer. 5. Possession and Title. (a) Possession of the Units (exclusive of the Percentage Interest) shall be given at Settlement by delivery of a special warranty deed (which shall be drawn by Declarant), conveying the title to the Units as described in subparagraph (b) below. Purchaser's membership in the Association shall commence automatically upon the completion of the Settlement hereunder without the necessity for any documentation thereof. (b) Title to the Units shall be good and marketable or insurable as such, with the benefit of and subject to the rights, covenants, benefits, restrictions and title exceptions set forth in: (i) the Condominium Documents, as each of them may be amended as provided herein; (ii) the title exceptions set forth in the sample title report which is part of the Public Offering Statement, incorporated herein by reference and made a part hereof (the "Title Exceptions"); (iii) easements and agreements with entity companies and governmental agencies and authorities; (iv) liens or other matters insured over by the title insurer at Declazant's cost; (v) restrictions, conditions and easements existing or created by Declarant at or prior to Settlement and reasonably customary and appropriate for the development by the Declarant of the Condominium; and (vi) applicable zoning and building laws and ordinances. NOTWITHSTANDING THE FOREGOING, SELLER MAY BE UNABLE TO CONVEY TITLE TO THE UNIT FREE OF ANY AND ALL MECHANICS' LIENS THAT MAY BE ASSERTED BY CERTAIN CONTRACTORS. IN THE EVENT THAT SELLER IS UNABLE TO CONVEY TITLE TO THE UNIT FREE FROM ANY AND ALL MECHANICS' LIENS, BUYER HEREBY AGREES TO TAKE TITLE TO THE UNIT SUBJECT TO ANY AND ALL MECHANICS' LIENS THAT MAY BE ASSERTED. IN THE EVENT THAT THERE ARE ANY MECHANICS' LIENS CLAIMED AS A RESULT OF SELLER'S CONSTRUCTION ACTMTIES OR DUE TO SELLER'S ACTIONS OR INACTIONS, SELLER SHALL INDEMNIFY AND HOLD BUYER HARMLESS FROM AND AGAINST ANY AND ALL MECHANICS' LIEN CLAIMS. (c) If Purchaser consists of husband and wife, title to the Units shall be conveyed to such persons as tenants by the entireties, unless otherwise specifically stated in Section 1. (d) If the Units to be purchased are to be conveyed to more than one individual, and such individuals are not husband and wife, the Units shall be deeded to such individuals as tenants in common in equal shares, unless otherwise specifically stated in Section 1. (e) Subject only to the Special Warranty contained in the deed to the Units and the warranties described in Section 11 hereof, and to the completion of any insubstantial Declarant Work remaining to be performed in or on the Units (exclusive of the Percentage Interest) as permitted by the terms hereof, the acceptance by Purchaser of the deed to the Units shall constitute a complete release and discharge of all warranties, obligations and liabilities of Declarant to Purchaser, expressed or implied with respect to: (i) the construction of the Units and the Common Elements; (ii) any injury, loss or damage to the Purchaser, to the Units, or to the Common Elements resulting from any cause whatsoever; and (iii) all of the covenants and obligations of Declarant herein contained. 6. Time of Settlement; Finishing Work. (a) The time and place of Settlement (in reasonable proximity to the Condominium} shall be as selected by Declarant by giving at least ten (10) days' notice thereof to Purchasers, but Settlement shall not be held before Substantial Completion of the "Declarant Work"(as described in the Declarant Work Specifications attached hereto as Exhibit "A"l. "Substantial Completion" means that the improvements to be done by Declazant have been AOS 2-28-08 .I -4- completed to the extent of the Declarant Work Specifications attached as Exhibit "A" subject only to completion of minor finishing, adjustment of equipment, and other minor construction aspects of the Declarant Work which will not materially interfere with the use and occupancy of the Unit and the Unit may be occupied lawfully. If grading, seeding, driveways, and walkways cannot be completed prior to Settlement due to inclement weather, Settlement shall nonetheless take place in accordance with the terms hereof, and Declazant's only obligation shall be to complete same at such time after Settlement as weather and reasonable scheduling permit. Purchaser agrees that Declarant will not escrow funds, at time of Settlement, for any reason. If a lender requires escrows, it will be Purchasers' responsibility. (b) By Declarant giving notice thereof to Purchaser, Declarant shall schedule a preliminary inspection of the Unit at which time a punchlist of outstanding items of Declarant Work, if any, shall be agreed upon. Declarant shall use reasonable efforts to complete the punchlist items prior to Settlement, but there is no assurance of its ability to do so. Shortly before Settlement, Declarant shall schedule a brief, pre-settlement walk-through inspection and the punchlist will be updated. Punchlist items will not delay settlement and no Declarant funds may be retained in escrow. Within a reasonable time after Settlement), Declarant shall complete the punchlist items. (c) Declazant presently estimates (but does not represent or warrant) that the Declarant Work will be Substantially Complete by the applicable Estimated Settlement Date. If Declarant shall fail to complete its work and schedule Settlement by the Estimated Settlement Date for any reason, whether or not within Declarant's control, Declazant shall not be subject to any liability to Purchaser. Except as otherwise expressly set forth herein, Declazant's failure to complete its work and schedule Settlement by the Estimated Settlement Date shall not in any respect affect the validity or continuance of this Agreement or any obligation of Purchaser hereunder. Declarant may substitute materials, appliances, fixtures and equipment of equal or better quality or make minor changes in plans and specifications regarding the Declarant Work, provided the appearance of the Unit is not materially altered thereby. (d) Purchaser may terminate this Agreement by notice thereof to Declarant within ten (10) days after the failure of Settlement to be held within six (6) months after the Estimated Settlement Date, as its sole remedy for any delay, provided, however, if Declarant is not prepared to complete Settlement and has not substantially completed the Common Elements within two (2) yeazs after the date hereof, subject to extension for delays due to causes beyond the reasonable control of Declarant and constituting valid excuses for performance under Pennsylvania law, Purchaser may cancel and seek any remedy available at law or in equity. (e) Any changes or additions to the work requested or ordered by Purchasers will be set forth in writing setting forth the change, the cost thereof and the additional time for completing the work caused thereby, signed by Purchasers. Declarant is not obligated to agree to make any changes. The cost of any such changes or additions as requested and ordered by the Purchasers after execution and delivery of this Agreement will be paid to the Declarant at the time of signing a Customizing Amendment, need not be placed in escrow and shall benon-refundable. 7. Settlement. (a) Nothing contained in this Agreement shall be construed as requiring Purchaser to use any title insurance company recommended by Declazant or mentioned herein. (b) UNLESS PURCHASER CHOOSES NOT TO HAVE DECLARANT PROVIDE TITLE INSURANCE PURSUANT TO THE AFFILIATED BUSINESS DISCLOSURE ATTACHED HERETO, Declarant shall provide, at Purchaser's cost, an Owner's Title Insurance Policy issued through Traditions Closing Services, LP, 207 N. 19th Street, Allentown, PA 18104, Attn: William Kulp (hereinafter called the "Title Insurer") in the full amount of the Purchase Price subject only to the matters set forth in Section 5(b) hereof and acts done or suffered by Purchaser (including, with respect to the Owner's Title Insurance Policy, Purchaser's mortgage). The Owner's Title Insurance Policy shall be furnished upon completion of Settlement. If such title insurance is provided through Title Insurer, the rate shall be the so-called "builder's rate" which is 90% of the Depaztment of Insurance fixed reissue rate. In the event of a defect in Declarant's title, so that a reputable title insurer selected by Purchaser is not prepared to issue its Owner's Title Insurance Policy, Declazant may, at its option, adjourn the Settlement to a Date not more than sixty (60) days after the Settlement Date. If, after using reasonable efforts to do so, Declarant is unable to clear such defect prior to the extended Settlement Date, this Agreement, at Purchaser's option and as its sole and exclusive remedy (exercised by written notice to Declarant within ten (10) days after the expiration of said sixty (60) day period) shall become null and. void and all funds paid by Purchaser to Declarant shall be returned to Purchaser. In the absence of such notice, AOS -2 08 -5- Purchaser shall be deemed to have accepted the status of title and shall be obligated to complete Settlement within five (5) days after the expiration of said ten (10) day period. THE OWNERS AND INVESTORS OF THE TITLE INSURER ARE SIMH.AR TO THE OWNERS AND INVESTORS OF THE DECLARANT. PURCHASER IS HEREBY INSTRUCTED TO READ THE AFFII.IATED BUSINESS DISCLOSURE ATTACHED HERETO. (c) At Settlement, Declarant shall deliver the deed and pay all costs incurred for clearing Declarant's title and 50% of applicable realty transfer taxes. (d) At Settlement, Purchaser shall pay the Balance Due at Settlement and the following costs: (i) deed and mortgage recordation and conveyancing charges; (ii) 50% of applicable realty transfer taxes; (iii) the premium for any title insurance obtained by or for Purchaser including, but not limited to, the cost of any mortgagee's title insurance policy and mechanics' liens insurance; (iv) all costs imposed by Purchaser's mortgage lender (if any); and (v) an amount equal to three (3) months installments of the Declazant's initial estimate of monthly assessments for Common Expenses for the Unit pursuant to the Declaration, which payment shall be in addition to Purchaser's regular monthly assessment for Common Expenses. The payment described in clause (v) of the immediately preceding sentence shall be paid directly to the Association, shall benon-refundable and shall provide working capital for the Association to be used by the Association when needed, and for such purposes as the Executive Board may determine. Notwithstanding the foregoing sentence, if Declarant has akeady paid to the Association the amount described in clause (v) of the first sentence of this subparagraph (d), the payment described in clause (v) of the first sentence of this subparagraph shall be paid to Declazant. (e) Declarant and Purchaser shall apportion the following items at Settlement: (i) Current real estate taxes and all other governmental assessments, if any, (each of which is hereinafter called a "Governmental Chazee") against the Units that are payable directly by Unit Owners rather than by the Association, and any other items customarily prorated shall be apportioned as of the Settlement Date and Purchaser shall reimburse Declarant at Settlement for the portion thereof applicable to the Units and theretofore paid by Declarant. In the event that at the time of Settlement the Units have not been billed separately from the balance of the Real Estate for any Governmental Charges against the Real Estate, the amount thereof to be prorated shall be determined by multiplying the amount of such Governmental charges by the Units' Percentage Interests. Real Estate taxes shall be prorated on the basis of the last ascertainable bill and reprorated when the actual bill is presented (even if such reproration shall occur after the Settlement Date). (ii) The amount of Common Expenses assessed against the Units for the calendar month during which the Settlement hereunder takes place, if any, shall be apportioned between Declarant and Purchaser on a per diem basis as of the Settlement Date and Purchaser shall reimburse Declarant at the Settlement for the portions thereof that are allocable to the portion of the month commencing on the Settlement Date and that theretofore have been paid by Declarant. Such payment by Purchaser shall constitute Purchaser's share of the Common Expenses for the calendar month during which the Settlement hereunder takes place. (f) In the event that Purchaser is delinquent in completing Settlement, and Declazant does not elect the reined as set forth in Sec 'fin c~h,,e~r~ ut elect s ead to e t d e ettlement Date to a date certain the "Extended Settlement Date")~1~~'ur~cse- r sli~allt pay tO~De~claran.t}a~,..~lara~t~~^ts m,rh P9~aneiou~ an ~`~~ extension fee in the amount of $100.00 per day for each day of such extension, which shall not be held in escrow, shall not be applied to the Purchase Price, and shall not be refundable. In addition, all adjustments shall be as of the Settlement Date and not the date the sale actually closes. In the event Purchaser fiils to close the sale on the Extended Settlement Date, Declarant shall have the remedies set forth in Section 8(c) hereof. 8. Defaults. (a) Tender of deed or Purchase Price shall not be necessary where the other party has defaulted. (b) Each of the following shall be a default by Purchaser hereunder: (i) recordation by Purchaser of this Agreement or any memorandum thereof; (ii) Purchaser's failure to appeaz at the tune and place as stated in the notice of the Settlement Date; (iii) Purchaser's failure to complete the Settlement hereunder in accordance with the terms -6- AOS 2-28-08 of this Agreement; or (iv) Purchaser's refusal to carry out any other obligations of the Purchaser under the terms of this Agreement and any supplemental agreement. (c) If Purchaser shall be in default hereunder, then, at Declazant's election (as Declazant's sole remedy) all Earnest Money (with interest earned thereon) and other sums theretofore paid by Purchaser with respect to the Unit shall be forfeited as liquidated damages and shall be paid to or retained by Declarant, and this Agreement shall then automatically be null and void. For the purposes of this Agreement, the Earnest Money shall include any and all cash deposits submitted by Purchaser to Declarant in connection with this Agreement and sny and all obligations under a certain promissory note executed by Purchaser for the benefit of Declarant (the "Note"). The parties hereto agree that Declarant entered into this Agreement based, in part, on Purchaser's execution of the Note securing Purchaser's obligations hereunder. It is the expressed understanding that in the event of a default by Purchaser under this Agreement, in addition to any cash deposit paid by Purchaser to Declarant on even date herewith, all sums evidenced by the Note shall become immediately due and payable as liquidated damaged under this Section 8(c). (d) In the event: (i) Declarant shall fail or be unable to deliver title to the Units as herein provided on account of title defects which Purchaser is unwilling to waive; (ii) Declarant notifies Purchaser that Declarant is unable to complete Settlement hereunder notwithstanding Declazant's good faith efforts to do so; or (iii) Declarant is otherwise in default hereunder, then this Agreement shall automatically be null and void, and all Earnest Money (including interest earned thereon, if any) shall be returned forthwith to Purchaser as Purchaser's sole and exclusive remedy. (e) Time is of the essence of this Agreement. (f) Notwithstanding the incorporation of the provisions of the Public Offering Statement into this Agreement, Purchaser shall be entitled only to those remedies granted by the Act for one or more violations of the Act by reason of the information contained in the Public Offering Statement or information which the Act requires to be included in the Public Offering Statement but which is not so included. Unless the Act otherwise provides, the failure of Declarant to comply with all of the requirements of the Act with respect to the Public Offering Statement shall not be deemed a default under this Agreement nor shall such failure in any way affect Purchaser's obligation to complete Settlement hereunder. (g) Purchaser and Declarant agree that all disputes which before or after the Settlement arise or maintain unresolved between the parties, shall be resolved by binding arbitration in accordance with 42 Pa. Cons. Stat. § 7301, et sue. and the Commercial Rules of the American Arbitration Association, as in effect on the date of the recordation of the Declaration. The decision of the arbitrator shall be final and the arbitrator shall have authority to awazd attorneys' fees and allocate the costs of arbitration as part of any final award. In the event the parties cannot agree on the selection of the arbitrator, the parties shall submit the dispute to the American Arbitration Association, which shall select the arbitrator. Notwithstanding the foregoing, if Declarant provides a warranty to the Purchaser, either directly or through a third party, the terms, provisions, procedures and requirements of that warranty must first be followed and completely exhausted before Purchaser can pursue any claim for arbitration described herein. (h) Purchaser hereby acknowledges and agrees that the Association shall not be entitled or obligated to institute any legal action against the Declarant on behalf of any or all of the Unit Owners which is based on any alleged defect in any Unit or any damage allegedly sustained by any Unit Owner by reason thereof; but rather, that all such actions shall be instituted only by the Person(s) owning such Units or allegedly sustaining such damage. (i) The provisions of subparagraph (g) and (h) shall survive Settlement and delivery of the deed. 9. Assignment. Purchaser shall neither transfer nor assign this Agreement or any interest herein without the prior written consent of Declazant, which Declarant may withhold for any reason or for no reason whatsoever. Any purported assignment of this Agreement in violation hereof shall be voidable at the option of the Declarant and shall constitute a default hereunder. Declazant's refusal to consent to an assignment shall not entitle Purchaser to terminate this Agreement or give rise to any claim for damages against Declarant. Declarant may assign its rights hereunder and, if such assignment shall be for the purpose of securing a lender to Declazant, Purchaser's rights hereunder shall, at the option of such lender, be subject and subordinate to the rights of such lender. Upon foreclosure or deed in lieu thereof, such lender may terminate this Agreement, whereupon the Earnest Money shall be returned to Purchaser, and Declazant, -7- AOS 2-28-08 ~~ such lender and Purchaser shall be released from any further liability or obligation hereunder. Subject to these limitations, this Agreement shall be binding upon and extend to the respective heirs, executors, administrators, and personal representatives, successors and assigns of the parties hereto. 10. Brokers. Purchaser warrants that no broker, sales person or any other party, other than Declarant's sales staff and Broker (if any Broker is identified in Section 1(f) above), was instrumental in submitting, showing or selling the Units to Purchaser. Purchaser agrees to indemnify and hold harmless the Declarant from and against the claims of any and all brokers and other intermediaries employed by, acting on behalf of or claiming to be employed by, or claiming to be acting on behalf of Purchaser in connection with the sale of the Unit other than Broker. Declarant will pay fees and commissions payable to Broker only if and in the manner set forth in a separate, written agreement between Broker and Declarant. 11. Warranties. (a) As used in this Section 11, "structural defects" means those defects in components consisting of any Units or Common Element which reduce the stability or safety of the structure below accepted standards or restrict the normal intended use of all or part of the structure and which require repair, renovation, restoration or replacement. Nothing in this Section shall be construed to make the Declarant responsible for any items of maintenance relating to the Units or Common Elements. (b) Declarant warrants that there are no structural defects in the Units or the Common Elements. (c) No action to enforce any warranty created by this Article 11 shall be commenced later than six years after the warranty begins. The duration of the foregoing warranties shall be two (2) years beginning, as to a Unit, upon conveyance of the Unit by Declarant and, as to the Common Elements, upon the later of completion of the Common Element or the time the first Unit in the Condominium is conveyed by Declarant. (d) THE FOREGOING WARRANTIES ARE EXPRESSLY IN LIEU OF ANY OTHER WARRANTIES, EXPRESSED OR IIv1PLIED, INCLUDING BY WAY OF ILLUSTRATION AND NOT LIMITATION, IlvIPLIED WARRANTIES OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE AND HABITABILITY. DECLARANT NEITHER ASSUMES NOR AUTHORIZES ANY PERSON TO ASSUME FOR DECLARANT ANY OTHER LIABILITY IN CONNECTION WTTH THE SALE OR USE OF THE UNITS SOLD HEREUNDER, AND THERE ARE NO AGREEMENTS OR WARRANTIES, EITHER ORAL OR WRITTEN, COLLATERAL TO OR AFFECTING THIS AGREEMENT. (e) DECLARANT SPECIFICALLY EXCLUDES ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NEITHER MAKES NOR ADOPTS ANY WARRANTY, EXPRESSED OR IlVIPLIED, AS TO THE ITEMS OF PERSONAL PROPERTY BEING SOLD TO PURCHASER PURSUANT TO THIS AGREEMENT (OR AS TO ANY "CONSUMER PRODUCT," AS SUCH TERM IS DEFINED IN 15 U.S.C. §2301(1), WHICH MAY BE CONTAINED IN THE UNIT), EXCEPT THAT NO DISCLAIMER IS INTENDED AS TO ANY WARRANTY REQUIRED TO BE MADE BY DECLARANT UNDER APPLICABLE FEDERAL, STATE OR MUNICIPAL STATUTES, REGULATIONS OR ORDINANCES. WHERE NEW CONSUMER PRODUCTS ARE COVERED BY A MANUFACTURER'S WARRANTY, DECLARANT SHALL, SUBJECT TO THE PROVISIONS OF THIS SECTION 11, PROVIDE WARRANTIES OF NO GREATER SCOPE NOR DURATION THAN THAT GRANTED BY SUCH MANUFACTURER'S WARRANTY. (f) The warranties set forth herein shall not apply if the defective part of the Units or of the Common Elements has been subjected to misuse or damage by accident or has not been afforded reasonable care. The liability of Declarant under this warranty or for negligence or other breach of this Agreement is limited to replacing or repairing any defective parts or materials which do not comply with this warranty and in no event shall such liability exceed the replacement cost of the Units. In no event shall Declarant be liable to Purchaser for consequential damages arising from any breach of this warranty or for the negligence of Declarant or other breach of this Agreement by Declarant. Declarant shall have the sole right to determine whether the defect shall be corrected by repair or replacement, and Purchaser shall make every reasonable effort to make the Units, together with reasonable access thereto, available to Declarant and its agents and invitees during normal business hours in order to permit such repair or replacement to be made. -8- AOS 2-28-08 (g) No claim aiising out of any of the foregoing warranties may be brought unless, prior to the expiration of the warranty periods set forth above, Purchaser shall have delivered notice to Declarant of all alleged breaches of these warranties that would give rise to such a claim. (h) Declarant's maximum liability for breach of any warranty under this Agreement or under the law is limited to replacing or repairing any defective parts or materials which do not comply with such warranty. In no event shall such liability to Purchaser exceed the Purchase Price. Seller shall not be liable to Purchaser for special or consequential damages or personal injuries arising from any breach of these warranties or any other breach of this Agreement by Declarant. Declarant shall have the sole right to determine whether the defect shall be corrected by repair or replacement. Purchaser shall make every reasonable effort to make the Unit, together with reasonable access thereto, available to Declarant and its agents and invitees during normal business hours in order to permit such repair or replacement to be made. 12. Zoning and Code Violations. Declarant hereby also warrants and represents that the proposed use of the Unit is in compliance with the zoning laws and ordinances pertaining thereto; and as of the Acceptance Date there are no outstanding notices of any uncorrected violations of the applicable housing, building, plumbing, electrical, safety or fire ordinances applicable to the Unit that will not be cured prior to the Settlement Date. 13. Offer. If Purchaser shall execute and deliver this Agreement together with the Earnest Money required hereunder without Declazant's execution hereof, then this Agreement shall be considered a firm offer by Purchaser which shall remain open in consideration of Declarant reserving the Units for Purchaser for a period of ten (10) days from the date of Purchaser's execution hereof, and may be accepted and executed by Declarant at any time during said period. Upon execution by Declazant, an executed copy of this Agreement shall be sent to Purchaser; otherwise the offer shall be considered rejected and all funds paid by Purchaser to Declarant shall be promptly refunded to Purchaser. 14. Cations, Etc. The Section captions are for the convenience of the pafies and shall not be used in interpreting or construing the meaning of any pazt of this Agreement. The singulaz number denotes the plural numbers and the masculine gender denotes the feminine or neuter genders wherever appropriate. 15. Condemnation or Destruction. (a) As between Declazant and Purchaser, risk of loss or damage to the Units between the date of this Agreement and the time of delivery of the deed to the Units is assumed by Declarant. (b) In the event that a Unit or such portion of the Common Elements as is reasonably necessary for safe and comfortable access to a Unit is destroyed or materially damaged or taken by eminent domain proceedings prior to the Settlement Date, Declarant may, as its option, by notice to Purchaser within thirty (30) days following such destruction or material damage, cancel this Agreement, in which event the Earnest Money with interest earned thereon shall be refunded to Purchaser. Declazant's liability in such event shall be limited to the return of the Earnest Money. If Declarant does not elect to terminate this Agreement as aforesaid, then Purchaser shall not be relieved of his/her duties hereunder, unless the damaged or destroyed portions of the Building are not restored to the condition they were in prior to the damage or destruction, or the Building, after such taking, is not restored to its full utility and use within one (1) year from the date of such damage or destruction, or taking, as the case maybe, in which event Purchaser shall have the right to terminate this Agreement by notice to Declarant within thirty (30) days after expiration of said one (1) year period. In the event of such taking or destruction, if Declarant and/or Purchaser do not elect to cancel this Agreement pursuant to this Section 15, the Settlement Date shall be delayed until the completion of repairs or restoration of the Unit. For the purposes of this Section 15, damage or destruction to a Unit shall be "material" if a reasonable estimate of the cost of repair thereof shall exceed an amount equal to one-half of the Purchase Price of the Unit and damage or destruction to the Common Elements shall be "material" if a reasonable estimate of the cost of repair thereof shall exceed $100,000. If "damage or destruction" occurs which is not "material" as defined in this section, Declazant shall repair the damage or destruction not later than the Settlement Date and Declarant may delay the Settlement Date to accomplish same. -9- AOS 2-28-08 ~~~, 16. Entire Agreement. (a) This Agreement constitutes the entire agreement between the parties with- respect to the subject matter hereof and there are no other terms, obligations, covenants, representations, statements or conditions, oral or otherwise, of any kind whatsoever that are not herein referred to or expressly incorporated by reference. Any agreement hereafter made shall be ineffective to change, modify, discharge or effect an abandonment of this Agreement in whole or in part unless such agreement is in writing and signed by the party against whom enforcement of the change, modification, discharge or abandonment is sought. All amendments, supplements or riders hereto, if any, shall be in writing and executed by both parties. (b) THERE ARE NO COLLATERAL UNDERSTANDINGS, REPRESENTATIONS OR AGREEMENTS OTHER THAN THOSE EXPRESSLY CONTAINED HEREIN OR IN THE PUBLIC OFFERING STATEMENT, NO SALESPERSON, EMPLOYEE OR AGENT OF THE DECLARANT HAS THE AUTHORITY TO MODIFY THE TERMS HEREOF, OR HAS ANY AUTHORITY WHATSOEVER TO MAKE ANY REFERENCE, REPRESENTATION OR AGREEMENT NOT CONTAINED IN THIS AGREEMENT OR THE PUBLIC OFFERING STATEMENT AND ONLY THOSE CONTAINED HEREIN AND IN THE PUBLIC OFFERING STATEMENT SHALL BE BINDING UPON DECLARANT, OR SHALL GRANT ANY RIGHTS TO PURCHASER OR IN ANY WAY AFFECT THE VALIDITY OF THIS AGREEMENT OR FORM ANY PART HEREOF. PURCHASER ACKNOWLEDGES THAT, OTHER THAN EXPRESSLY STATED HEREIN AND IN THE PUBLIC OFFERING STATEMENT, NO REPRESENTATIONS HAVE BEEN MADE BY DECLARANT, TTS AGENTS OR EMPLOYEES, IN ORDER TO INDUCE PURCHASER TO ENTER INTO THIS AGREEMENT OF SALE. PURCHASER ACKNOWLEDGES THAT ANY INFORMATION RECEIVED BY IT FROM DECLARANT OR DECLARANTS PARTNERS, AGENTS OR EMPLOYEES RELATING TO CARRYING COST, TAX BENEFITS OF OWNERSHIP, OR OTHERWISE WAS OFFERED AS AN ESTIMATE ONLY AND PURCHASER DECLARES THAT PURCHASER DID NOT RELY THEREON IN ENTERING INTO THIS AGREEMENT. (c) Furniture, wallcoverings, furnishings or the like as shown in or about any model unit aze for display purposes only and aze not considered a part of such unit for the purposes of this Agreement. Further, the location of wall switches, thermostats, chases, plumbing, electrical outlets and similar items may vary from unit to unit and may not be as shown in any model unit. Any floor plans, sketches or sales drawings shown to Purchaser other than those which are a part of the Plans or the Public Offering Statement are for display purposes only and may not be exactly duplicated. The Unit is being sold unfurnished and will contain only the appliances and equipment installed at the time of inspection of the Condominium Unit by Purchaser. Declarant will finish and equip the Unit only in accordance with Schedule A. Any scale model of the project is only an artist's conception and is subject to change. 17. Governing Law. This Agreement shall be construed and interpreted in accordance with the laws of the Commonwealth of Pennsylvania, including the choice of law rules thereof. A defined term shall be deemed to include all derivatives thereof, unless a contrary intent is expressed. 18. Notices. All notices, demands, requests and approvals that may or are required to be given by either party hereto to the other shall be in writing and shall be deemed to have been sufficiently given if deposited in the United States Mail, registered or certified, return receipt requested, with all postal chazges prepaid, and addressed to the addresses stated in Item I of the Schedule (the Home Address for Purchaser) or to such other address as such party may have fixed by written notice given pursuant to this Section 18. Notices mailed as aforesaid shall be deemed received three (3) business days after the date of mailing thereof. 19. Severabilitt ,Merger. The invalidity of any provision of this Agreement shall not affect the validity or enforceability of any other provision set forth herein. The terms hereof shall be merged into and extinguished by delivery of the deed at Settlement except for Sections 5(e), 7(d), 7(e), 7(f), 10, 11, 16, 19 and 20 which shall survive delivery of the deed and shall not be merged therein. 20. Master Insurance Policy. If not delivered to the Purchaser prior thereto, on the Settlement Date, Declazant shall deliver to Purchaser an insurance certificate disclosing the types and amounts of Association insurance in force. 21. Intentionally Deleted. - 10- AOS 2-28-0 r~~~ /`~ 22. Occu~ancy. Purchaser acknowledges that AT LEAST 80% OF THE UNITS WITHIN THE CONDOMINIUM ARE PRESENTLY INTENDED FOR OCCUPANCY BY PERSONS 55 YEARS OF AGE OR OLDER. Purchaser further acknowledges that, with limited exceptions, the Declaration of Condominium (the "Declazation") currently requires each occupied Unit to have, as a permanent resident therein, at least one person who is age 55 or older and prohibits occupancy by any person under the age of 19. Purchaser agrees to provide with execution of this Agreement and again at Settlement, evidence acceptable to Declarant of the names and ages of the intended occupants of the Unit and to execute at Settlement an affidavit, in such form as Declarant may request, affirming that such occupancy will be in compliance with this occupancy restriction. Notwithstanding this, Purchaser acknowledges that the Declaration may be amended and that any such amendment could eliminate these age restrictions or modify the restrictions on occupancy to permit occupancy by families with young children without Purchaser's consent. 23. Radon. As a precaution, Declarant shall prepare the Home for radon mitigation with the rough-in installation of a radon mitigation stack. Purchasers recognize that any collection of radon gas after the completion of the Home will be Purchasers' sole responsibility and the provisions for ventilation therefore shall be at Purchasers' sole cost without any liability on the part of the Declarant. 24. Mold. Mold is found in both the indoor and outdoor enviromnent, including homes. Mold growth is highly dependent on the presence of moisture. When a mold spore comes into contact with a wet or damp surface indoors, the mold begins to grow. Mold spores will not grow unless there is moisture present in the Home. Therefore, as homeowners, whether or not Purchasers experience mold growth depends to a lazge extent on how Purchasers maintain the Home and whether there is source of moisture present in the Home. As a homebuilder, Declazant's responsibility is limited to things that Declazant can control and which aze provided for in the warranty. By executing this Agreement of Sale, Declarant is not responsible for any damages caused by mold, including but not limited to, property damage, personal injury, loss of income, emotional distress, loss of use and adverse health effects. 25. Title Insurance. Unless Purchaser elects otherwise as set forth at the end of this Agreement beneath the signatures, the Purchaser hereby authorizes Declarant to order title insurance from the Title Insurer. At Settlement, Purchaser shall pay all premiums and other costs chazged by the Title Insurer for the title insurance. Purchaser agrees that in the event Purchaser later decides to use a title company other than the Title Insurer, or to not obtain any title insurance, Purchaser shall be responsible for all charges imposed by the Title Insurer for expenses incurred on behalf of Purchaser prior to the date Purchaser informs Declarant of his/her decision to not use a title company or use a title company other than Title Insurer. 26. Mortgage Loan. Unless Purchaser elects otherwise as set forth at the end of this Agreement beneath the signatures, the Purchaser hereby authorizes Declarant to process Purchaser's mortgage loan application. Purchaser shall pay all fees, points, escrows and other costs charged by the lender for the application, commitment and loan. Purchaser agrees that in the event Purchaser later decides to use another lender, or to not obtain any mortgage loan, Purchaser shall be responsible for all chazges imposed by the lender for expenses incurred on behalf of Purchaser prior to the date Purchaser informs Declarant ofhis/her decision to not use the lender or use another lender. 27. Construction Site Entry. CONSTRUCTION SITES ARE INHERENTLY DANGEROUS. Purchaser agrees not to enter the construction site without express prior permission from Declarant. Purchaser hereby assumes all risk of personal injury and damages resulting from such construction site entry, and further agrees to save and hold Declarant and its contractors and subcontractors harmless from any injury or damages sustained or suffered by Purchaser and Purchaser's invitees while present at the construction site. 28. Riders. The following Riders aze attached hereto and made a part of this Agreement: (a) Notice of Affiliated Business Arrangement Disclosure Statement. 29. Approvals. This Agreement is conditioned upon the Declarant obtaining all governmental approvals for the Traditions of America at Silver Spring Condominium. [SINGATURE PAGES TO FOLLOW] -11- AOS 2-28-08 ~' PURCHASER(S) (Seal) Robert L. Goodall (Seal) Alic S Goodall DECLARANT: TOA PA VII, L.P. by , a general partner, By. Date: t3 '~~1~ (Deemed to be the date of the Agreement) - 12- AOS 2-28-08 EXHIBIT "A" DECLARANT WORK SPECIFICATIONS EXTERIORS FEATURES KITCHEN FEATURES 42" hei t cabinetry with crown molding and brass or _ Solid color beaded vinyl siding, with stone/brick. _ ~ Aluminum gutters and down spouts. chrome knobs Pull out shelves in all base cabinets -_ Aluminum wrapped trim and window surrounds. -_ Electric range with self-cleaning oven _ Varied roof pitch. Multi-cycle dishwasher. _ 30 year warranted roofing shingle. - Belt-in microwave above _ Ridge and soffit venting for natural cooling in summer and reduced condensation in winter. _ Andersen, Low E double hung, insulated windows that tilt in with screens. _ Shutters on selected windows. _ Steel overhead gazage doors with automatic door opener with keyless entry. _ Insulated front doors with sidelights and brass hazdwaze, doorbell and kick-plate. _ Private covered front entry. _ Two frost-proof hose bibs. _ Concrete service walks to driveway. _ Patio or Deck in selected Locations. _ Underground utilities. _ Streetlights. _ Public water and sewer. _ Two exterior weatherproof GFI safety outlets. _ Landscaping packages, front yard sodded, remaining area seeded. _ Shrub bed and lawn maintained by Homeowners Association. INTERIOR FEATURES _ Nine foot ceiling throughout first floor. _ Master bedrooms with walk-in closet(s). _ Volume, sloped, tray and vaulted ceilings where shown on plan. _ Entry foyer with durable ceramic the floor or hardwood. _ Two-car gazage with storage shelf. _ Permanant or pull-down attic stairs for extra storage over garage, when applicable.. _ Six panel colonial doors throughout home. _ Brass lever style handles on all doors. _ T'V cable and telephone outlets in selected rooms. _ Separate laundry room. _ Wall to wall carpeting in living areas. _ Vinyl clad closet shelving. _ Rocker switches throughout. Wood window trim with 3" window sill. --' AOS 2-28-08 -13- range. _ '/a horsepower garbage disposal. _ Double bowl stainless steel sink. _ Single lever faucet with side sprayer. _ No wax vinyl flooring. _ Water line for icemaker hook up. Overhead kitchen lighting. _ pantry cabinet-style closet BATHROOMS _ Chrome or brass strip lighting. _ Anti-scalding chrome tub or shower faucets _ Chrome lever handle sink faucet. _ 48" Tri-View medicine cabinet. _ Cultured marble sinks. Shower with glass shower enclosure. -_ Mirrored medicine cabinet with beveled edge. _ Raised vanities. _ Linen closet for all bathrooms _ Ceramic file floors _ Exhaust fanlight combo in all bathrooms. 17" Elongated Commode. ENERGY EFFICIENCY _ Natural gas forced air heating with 90-x" % efficiency. _ 13 SEER Central au' conditioning' _ Low E double hung, insulated windows that tilt in with screens. _ Energy saver 50-gallon gas hot water heater. _ 200 AMP electric service _ Roof vent and vented soffit to maximize attic ventilation. _ Fiberglass front door with core insulation. _ R 15 wall insulation & R 40 ceiling insulation (R 30 in volume ceilings). _ Expandable foam installed at all exterior penetrations. All homes covered with Tuff-R for energy efficiency CUSTOMIZING AMENDMENT TO AGREEMENT OF SALE Traditions of America at Silver Spring Condominium No. 1 DECLARANT: TOA PA VII, L.P., a Pennsylvania limited partnership PURCHASER(S): Robert L. Goodall and Alice S. Goodall UNIT PURCHASED: Unit#Ot)000064 -LINCOLN, 2 STORY BEDROOM & BATH SLAB ON GRADE, Left Driveway Address known as: 31 Presidents Drive ,Mechanicsburg, PA 17050 DATE OF AGREEMENT OF SALE: 08/11/2008 Pursuant to this Amendment, Purchaser and Declarant hereby amend the above-referenced Agreement of Sale (the "A~reement") to account for additions and/or deletions to the Declazant Work Specifications set forth in Exhibit "A" of the Agreement, as follows: 1. Declarant may offer .Purchaser vazious color selections, upgrades, and/or extras on items that may be installed in the Unit (collectively the " tions"). Purchaser shall notify Declazant of Purchaser's decision regarding the Options no later than five (5) days after the Options are presented to Purchaser. If Purchaser fails to notify Declarant within the time required, Purchaser conclusively shall be considered to have authorized Declarant to select the colors, to have accepted the standard items, and to have elected no extras. If Purchaser selects any upgrades or extras as offered by Declazant, Purchaser immediately shall pay to Declarant the cost of the upgrades and extras, and Declarant shall have no obligation to do any of such work until payment is redeemed. Sums paid for upgrades or extras shall be paid to Declarant, shall not be placed in escrow and shall benon-refundable. The cost of the Options, as defined below, shall be added to the Purchase Price, as defined in the Agreement, so that the Purchaser pays the Purchase Price and the cost of the Options set forth herein at Settlement. 2. Purchaser hereby elects the following structural upgrades and extras ("Options"): AdLustments to the Unit Cost + or - (a) Founders Circle Credit (b) FREE Options: Sign AOS by 8/15/08 (c) FREE Options: Settle by 2/09 (d) (e) (fl (g) (h) (i) G) (k) Total amount due for options 25% deposit payable upon execution of Agreement Total amount due at Settlement for Options $-5,000.00 $-5,000.00 $-2,500.00 $ $ $0.00 $0.00 $0.00 TOTAL PURCHASE PRICE INCLUDING OPTIONS C -1- AOS 2-28-08 1 $ 333,800.00 3. Except as expressly modified wand ~ ~n hanged here y. terms, covenants; conditions and provisions of the Agreement shall remain in full force and e Executed by Purchaser(s) this 11th day of August, 2008. PURCHASER(S) ~ (Seal) Robert L. Goodall eal) ice 1 Accepted by Declarant this ~ ~ ~ ~Y o~~20v9 sy. -2- f? D ~ t ~ :~ F ~ / ~ ~~ Q] O ((~~ (n O ` ..~ ~- 1 LJ ~ c`+ .~ ;~ i "~'7 ~~ r ~ b ~ ~i1 { ~ ~~ -~ D `,~~' 0 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA CIVIL ACTION - LAW ROBERT L. GOODALL AND ALICE S. GOODALL, Husband and Wife, Plaintiffs V. TRADITIONS OF AMERICA, INC. and No. 09-0194 Civil Term r-1 r -, JURY TRIAL DEMANDED =C) TOA PA VII, LP A Pennsylvania Limited : Partnership, Defendants PRAECIPE TO SETTLE, SATISFY and DISCONTINUE To: David D. Buell, Prothonotary Please mark the above-captioned action settled, satisfied, and discontinued. Respectfully Submitted, Date: March 21, 2012 By: PECHT & ASSOCIATES, PC 1205 Manor Drive, Suite 200 Mechanicsburg, PA 17055 (717) 691-9808 Attorneys for Plaintiffs CERTIFICATE OF SERVICE I hereby certify that on this day, I served the foregoing document upon the following person, by depositing a true and correct copy in the United States mail, first-class postage prepaid: Daniel L. Sullivan, Esquire Saidis, Sullivan & Rogers 26 West High Street Carlisle, PA 17013 Dated: March 21, 2012 By