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HomeMy WebLinkAbout13-3577 Supreme Cole .ennsylvania Con' i' Coammo leas For Prothonotary Use Only: C it Ver Sh t �F S �s Docket No: T� CUMBERLAN + 1 A r County 3 — 35 The information collected on this form is used solely for court administration purposes. This form does not supplement or replace the filing and service of pleadings or other papers as required by lam or rules of court. Commencement of Action: S © Complaint El Writ of Summons El Petition ❑ Transfer from Another Jurisdiction ❑ Declaration of Taking E C Lead Plaintiff's Name: Lead Defendant's Name: Alan D. Shover DGWP Properties, LP T Dollar Amount Requested: 2within arbitration limits I Are money damages requested? 0 Yes ❑ No (check one) ❑outside arbitration limits O N Is this a Class Action Suit? ❑ Yes 0 No Is this an MDJAppeal? [:]Yes 0 No A Name of Plaintiff/Appellant's Attorney: Stephen D. Tiley ❑ Check here if you have no attorney (are a Self - Represented [Pro Sel Litigant) Nature of the Case Place an "X" to the left of the ONE case category that most accurately describes your PRIMARY CASE. If you are making more than one type, of claim, check the one that you consider most important. TORT (do not include Mass Tort) CONTRACT (do not include Judgments) CIVIL APPEALS ❑ Intentional ❑ Buyer Plaintiff Administrative Agencies ❑ Malicious Prosecution ❑ Debt Collection: Credit Card ❑ Board of Assessment Motor Vehicle ❑ Debt Collection: Other ❑ Board of Elections Nuisance Dept. of Transportation Premises Liability Statutory Appeal: Other S Product Liability (does not include ❑ Employment Dispute: mass tort) E Defamation Discrimination C HSlander/Libel/ Other: ❑Employment Dispute: Other ❑Zoning Board T El Other: I © Other: O MASS TORT Breach of Real Estate Sale: ❑ Asbestos Contrac N Tobacco Toxic Tort - DES Toxic Tort - Implant REAL, PROPERTY MISCELLANEOUS ❑ Toxic Waste ❑ Ejectment ❑ Common Law /Statutory Arbitration B ❑Other: Eminent Domain/Condemnation ❑ Declaratory Judgment e Ground Rent Mandamus ❑ Landlord/Tenant Dispute e Non - Domestic Relations Mortgage Foreclosure: Residential Restraining Order PROFESSIONAL LIABLTTY HMortgage Foreclosure: Commercial Quo Warranto ❑ Dental ❑ Partition ® Replevin ❑ Legal ❑ Quiet Title ❑ Other: ❑ Medical [] Other: ❑ Other Professional: Updated 1/1/2011 Stephen D. Tiley, Esquire Supreme Court I.D. No.32318 Counsel for Plaintiff 5 South Hanover Street Tel: 717 - 243 -5838 Carlisle Pennsylvania 17013 Fax: 717 - 243 -6441 _ ALAN D. SHOVER, IN THE COURT OF COMMON Plaintiff PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DGWP PROPERTIES, LP, CIVIL ACTION — LAW and SEQUOIA PARTNERS, LLC, SPRING CIVIL ACTION — EQUITY MILL GROUP, LLC, and DANA/; ZZ GLASS PROPERTIES, INC., trading -oz r co - as DGWP Properties, LP, z�= (�` is rT' WATERSTONE PROPERTIES, L.P. Defendants NO.: 2013- 3577 r� NOTICE TO DEFEND e- /eflyl YOU HAVE BEEN SUED IN COURT. IF YOU WISH TO DEFEND AGAINST THE CLAIMS SET FORTH IN THE FOLLOWING PAGES, YOU MUST TAKE ACTION WITHIN TWENTY (20) DAYS AFTER THIS COMPLAINT AND NOTICE ARE SERVED, BY ENTERING A WRITTEN APPEARANCE PERSONALLY OR BY AN ATTORNEY AND FILING IN WRITING WITH THE COURT YOUR DEFENSES OR OBJECTIONS TO THE CLAIMS SET FORTH AGAINST YOU. YOU ARE WARNED THAT IF YOU FAIL TO DO SO THE CASE MAY PROCEED WITHOUT YOU AND A JUDGMENT MAY BE ENTERED AGAINST YOU BY THE COURT WITHOUT FURTHER NOTICE FOR ANY MONEY CLAIMED IN THE COMPLAINT OR FOR ANY OTHER CLAIM OR RELIEF REQUESTED BY THE PLAINTIFF. YOU MAY LOSE MONEY OR PROPERTY OR OTHER RIGHTS IMPORTANT TO YOU. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, GO TO OR TELEPHONE THE OFFICE SET FORTH BELOW. THIS OFFICE CAN PROVIDE YOU WITH HIRING A LAWYER. IF YOU CANNOT AFFORD TO HIRE A LAWYER, THIS OFFICE MAY BE ABLE TO PROVIDE YOU WITH INFORMATION ABOUT AGENCIES THAT MAY OFFER LEGAL SERVICES TO ELIGIBLE PERSONS AT A REDUECED FEE OR NO FEE. CUMBERLAND COUNTY BAR ASSOCIATION 32 SOUTH BEDFORD STREET CARLISLE, PA 17013 J 1- 800 - 990 -9108 -.3. 7 6 - v 717 - 249 -3166 i ?7' q Z Stephen D. Tiley, Esquire Supreme Court I.D. No.32318 Counsel for Plaintiff 5 South Hanover Street Tel: 717 - 243 -5838 Carlisle, Pennsylvania 17013 Fax: 717 - 243 -6441 ALAN D. SHOVER, IN THE COURT OF COMMON Plaintiff PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA V. DGWP PROPERTIES, LP, CIVIL ACTION — LAW and SEQUOIA PARTNERS, LLC, SPRING CIVIL ACTION — EQUITY MILL GROUP, LLC, and DANA/ GLASS PROPERTIES, INC., trading as DGWP Properties, LP, WATERSTONE PROPERTIES, L.P. Defendants NO.: 2013 - COMPLAINT AND NOW, comes Alan D. Shover, by and through his attorneys, Frey and Tiley, and files this Complaint of which the following is a statement: 1. The Plaintiff is Alan D. Shover, an adult individual of 351 McAllister Church Road, Carlisle, Pennsylvania 17015. (hereinafter the "Plaintiff' or "Shover ") 2. The Defendant DGWP Properties, LP, a Pennsylvania Limited Partnership whose registered office is 408 West James Street, Lancaster, Pennsylvania 17603. (hereinafter the "DGWP ") 3. According to filings with the Pennsylvania Corporation Bureau, DGWP Properties, LP has three General Partners, to wit: Complaint - Shover v. DGWP, et al. 1 (a) Sequoia Partners, LLC of 242 Winged Foot Drive, Blue Bell, Pennsylvania 19422. (b) Spring Mill Group, LLC of 1234 Page Terrace, Villanova, Pennsylvania 19085. (c) Dana /Glass Properties, Inc. of 408 W. James Street, Lancaster, Pennsylvania 17603. 4. Defendants Sequoia Partners, LLC, Spring Mill Group, LLC, and Dana /Glass Properties, Inc. trading as DGWP Properties, LP are Pennsylvania entities with business address as set forth in paragraph 3 of This Complaint. 5. The Defendant Waterstone Properties, L.P. is Pennsylvania Limited Partnership whose registered office is 20 Penarth Road, Bala Cynwyd, Pennsylvania 19004, and which has or had a business address of 242 Winged Foot Drive, Blue Bell, Pennsylvania 19422. (hereinafter Waterstone ") 6. On or about May 27, 2008 the Plaintiff, Alan D. Shover, entered into a certain "Land Purchase and Development Agreement" with Waterstone Properties, L.P. A reduced copy of the Agreement is attached hereto as Exhibit "A," and is incorporated herein by reference thereto as if fully set forth herein. (hereinafter the "Agreement ") 7. The Agreement is for the sale and purchase of approximately 62.72 acres of land, together with the improvements erected thereon, located at 1525 Newville Road, partly in West Pennsboro Township and partly in North Middleton Township, Cumberland County, Pennsylvania, for a purchase price of $1,750,000.00. (hereinafter the "Property") Complaint - Shover v. DGWP, et al. 2 8. Section 2.3 of the Agreement provides for a "First Deposit' in the amount of $10,000.00 to be held by Exit Platinum Plus Realty of 3560 Gettysburg Road, Camp Hill, Pennsylvania 17011 as "Escrow Agent." 9. The said $10,000.00 First Deposit was paid to the said Escrow Agent, which continues to hold the same. 10. On or about June 20, 2008 the Agreement was assigned from Waterstone to DGWP. A copy of the Assignment, and the June 20, 2008 cover letter is attached hereto as Exhibit "B," and is incorporated herein by reference thereto as if fully set forth herein. (hereinafter the "Assignment ") The addresses of the three individuals set forth in the cover letter attached as part of Exhibit "B" are same as the street addresses for the general partners of DGWP set forth in paragraph 3 of this Complaint. 11. On or about November 25, 2008 Shover and DGWP entered into a "First Amendment — Land Purchase and Development Agreement" a copy of which is attached hereto as Exhibit "C," and is incorporated herein by reference thereto as if fully set forth herein. (hereinafter the "First Amendment ") 12. The First Amendment, inter alia, provided for a nonrefundable "Second Deposit" of $5,000.00 which was paid to and received by Shover. 13. The First Amendment, inter alia, provided for a nonrefundable "Third Deposit" of $20,000.00. 14. Section 9. 1.1 of the Agreement gave DGWP the right to extend the term of the Agreement for 24 months upon the payment of $2,000.00 per month. 15. Closing on the purchase under the Agreement was to occur on or before May 25, 2012 pursuant to Sections 2.2, 9.1 and 9. 1.1 of the Agreement. Complaint - Shover v. DGWP, et al. 3 16. On or about July 23, 2010 Shover and DGWP entered into a "Second Amendment" a copy of which is attached hereto as Exhibit "D," and is incorporated herein by reference thereto as if fully set forth herein. (hereinafter the "Second Amendment ") 17. DGWP expressed a desire to extend Closing to May 25, 2012. 18. The Second Amendment, inter alia, reduced the payments for the extension of the term of the Agreement to $1,000 per month. 19. At the execution of the Second Amendment Bradley E. Sinrod and Lauren K. Sinrod paid $2,000 for the monthly extension payment due June 26, 2010 and for the monthly extension payment due July 26, 2010. A copy of the $2,000 Sinrod check is copied with the Second Amendment attached hereto as Exhibit "D." 20. On or about June 18, 2012 a Default Notice was sent to DGWP by letter of Shover's counsel, a copy of which is attached hereto as Exhibit "E," and is incorporated herein by reference thereto as if fully set forth herein. (hereinafter the "Default Notice ") 21. Neither Shover nor his counsel received any response from any Defendant to the said Default Notice. 22. On or about July 24, 2012 a "Notice of Termination" and "Demand for Plans, Test Reports, Documents & Damages" was sent to DGWP by letter of Shover's counsel, a copy of which is attached hereto as Exhibit "F," and is incorporated herein by reference thereto as if fully set forth herein. (hereinafter the "Notice of Termination ") Complaint - Shover v. DGWP, et al. 4 23. Defendants never terminated the Agreement. 24. Despite repeated attempts to contact the Defendants, neither Shover nor his counsel have received any contact from any of the Defendants for over a year. 25. While Defendants were under contract to purchase the Property they had the Property surveyed, had engineering studies prepared, and prepared and submitted to the municipal authorities various versions of development plans, among other documents. 26. Section 4 of the Agreement provides, inter alia, "... Notwithstanding any other provision of this Agreement, at the termination of this Agreement for any reason (including default by Buyer), Buyer shall provide a copy of all surveys, plans, aerial or other photographs or images or radar renderings; environmental, marketing, soil, storm water, public water, percolation, septic, or sewer studies; tests or reports; appraisals, or any other engineering or other professional or other service rendered on behalf of the Buyer in connection with the Property, and Buyer shall deliver the same to Seller within 30 days of any such termination or default." 27. Plaintiff has demanded extension payments due in the amount of $22,000.00 but the same remain unpaid. 28. Plaintiff has demanded that Defendants turn over the survey, reports, and plans pursuant to Section 4 of the Agreement but has not received any of the same. 29. Section 10.1 of the Agreement provides, inter alia, that Seller "... shall further be entitled to reasonable attorney's fees, and court costs (including any expert witness fees) incurred as a result of such breach, or incurred in enforcing Seller's rights hereunder." (emphasis added) Complaint - Shover v. DGWP, et al. 5 COUNT I (Specific Performance) 30. The averments of paragraphs 1 through and including 29 of this Complaint are incorporated herein by reference thereto. 31. Section 10.1 of the Agreement provides, inter alia, that Seller shall be entitled to "... specific performance for the delivery of copies of any plans, test reports, or other documents, as provided for at Section 4 hereof..." 32. Defendants have neglected or refused to deliver any such plans, test reports, or other documents. WHEREFORE, Plaintiff prays Your Honorable Court for an Order: (i) Directing Defendants to specifically perform the Agreement and deliver to Plaintiff a copy of all surveys, plans, aerial or other photographs or images or radar renderings; environmental, marketing, soil, storm water, public water, percolation, septic, or sewer studies; tests or reports; appraisals, or any other engineering or other professional or other service rendered on behalf of the Defendants in connection with the Property; (ii) Awarding counsel fees and costs to Plaintiff pursuant to section 10.1 of the Agreement; and (iii) Such other general relief as may be just and proper. COUNT II (Damages) 33. The averments of paragraphs 1 through and including 32 of this Complaint are incorporated herein by reference thereto. Complaint - Shover v. DGWP, et al. 6 34. Plaintiff has incurred damages in the amount of $22,000.00 for failure of the Defendants to pay extension payments as promised. 35. Plaintiff has incurred damages as a result of Defendants' failure to deliver copies of any plans, test reports, or other documents, as provided for at Section 4 of the Agreement. 36. The total amount of damages are within the $50,000.00 Cumberland County jurisdictional limit for arbitration. (C.C.R.P. 1301 -1) WHEREFORE, Plaintiff prays Your Honorable Court for: (i) Damages against Defendants in the amount of $50,000.00; (ii) Counsel fees and costs to Plaintiff pursuant to section 10.1 of the Agreement; and (iii) Such other general relief as may be just and proper. COUNT III (Forfeiture of First Deposit) 37. The averments of paragraphs 1 through and including 36 of this Complaint are incorporated herein by reference thereto. 38. The Escrow Agent, Exit Platinum Plus Realty, continues to hold the $10,000.00 "First Deposit" referenced a paragraph 8 of this Complaint. 39. Plaintiff and the listing and selling real estate agents entered into an Addendum and Second Addendum to the Listing Agreement the result of which is that only the $10,000.00 "First Deposit" is being held by the Escrow Agent, and that "First Deposit" is to be distributed according to the following paragraph five of the Addendum to the Listing Agreement: Complaint -Shover v. DGWP, et. al. 7 5. The only deposit to be split with the Broker in the event of a breach or failure to close by Buyer under the Purchase Agreement shall be the $10,000 First Deposit, but Seller shall have no obligation to take any action, legal or otherwise, to obtain, collect or secure that First Deposit in the event of a breach by Buyer. If there is a breach by Buyer, and if the First Deposit is forfeited or otherwise obtained, it shall be split 50/50 between Seller (to receive $5,000) and the Broker (to receive the other $5,000), less any attorney, collection, or other costs, which will be deducted from the $10,000 (or lesser amount received) prior to the net proceeds being split between Seller and the Broker. The Buyer's Agent shall not share in any forfeited First Deposit. 40. Plaintiff has made written demand for said "First Deposit" but the said Escrow Agent has refused to deliver the same to the Plaintiff as the Escrow Agent alleges a dispute between the Plaintiff and Defendants as described in the Real Estate Licensing and Registration Act and regulations issued thereunder. 63 P.S. §455.608e and 49 Pa. Code §35.327. WHEREFORE, Plaintiff prays Your Honorable Court for an Order directing that the $10,000.00 "First Deposit" being held by the Escrow Agent, Exit Platinum Plus Realty, be applied first to Plaintiffs attorney, collection, or other costs incurred by Plaintiff as a result of the breach by the Defendants, and not actually paid by the Defendants, and then any remaining portion of the First Deposit be paid one -half to the Plaintiff and the other one -half to Exit Platinum Plus Realty. Dated: ��rarli �i ° Respectfully submitted, B �- f Y > Step en D. Tiley, Esquire Frey & Tiley Counsel for Plaintiff 5 South Hanover Street Carlisle, PA 17013 (717) 243 -5838 Supreme Court I.D. #32318 Complaint - Shover v. DGWP, et, al. 8 VERIFICATION I verify that the statements made in the foregoing Complaint are true and correct, partially upon personal knowledge and partially upon my belief; to the extent language in the Answer is that of my attorneys, I have relied upon my attorneys in making this Verification. I understand that false statements herein are made and subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities. r Dated: � Alan D. Shover Complaint -Shover v. DGWP, et. al. 9 0 w WATERSTONE PROPERTIES, LP 2. PURCHASE PRICE: TERM: DEPOSIT LAND PURCHASE AND DEVELOPMENT AGREEMENT 2.1 Purchase Price The purchase price for the Property (the "Purchase Price ") shall be One Million Seven Hundred Fifty Thousand Dollars ($1,750,000.00). THIS AGREEMENT is made and entered into this 27th day of May, 2008, by and between Alan D. 2.2 Term. The initial term of this Agreement shall be two (2) years, from Shover whose address is 351 McAllister Church Road, Carlisle, Pennsylvania 17015 ( "Seller") and the hereinafter defined Effective Date. ( "Initial Term ") Within that two year term shall run the Waterston Properties, L.P., whose address is 242 Winged Foot Drive, Blue Bell, Pennsylvania 19422, Investigation Period. By the end of the said Initial Term, and any Extension Term, if this Agreement or its nominee or assignee ( "Buyer "). Intending to be legally bound hereby, the parties hereto agree as shall not have been Terminated, Closing shall occur and the Purchase Price shall be paid in fill. The follows: Buyer may elect to extend the Initial Term for up to 24 additional months, pursuant to section 9.1.1. (the "Extension Term ") Therefore, the total term, including any possible extensions, is up to four (4) RECITALS years from the Effective Date. (the "Term ") WHEREAS, Seller is the owner of real property containing a total of approximately 2.3 . Deposit Within five (5) days of the Effective Date (see Section 18.14), 62.72 acres, located at 1525 Newville road, Carlisle, partially located in West Pennsboro Township Buyer shall deliver to Exit Platinum Plus Realty, 3560 Gettysburg Road, Camp Hill, PA 17011 and partially located in North Middletown Township, Cumberland County, PA, and further identified ("Escrow Agent ") Buyer's check (the "First Deposit") in the amount of Ten Thousand Dollars as Cumberland County Tax I.D. #46- 07- 0473 -018, and generally as shown on the tax map attached ($10,000.00), which sum shall be deposited into a federally insured, interest bearing savings account hereto (Exhibit "A "), and more particularly as described in deed recorded in Cumberland County, (if Buyer provides its correct tax identification number.) Buyer shall be solely responsible for all Pennsylvania Deed Book 255, Page 4257, attached hereto as Exhibit "B." income reporting and income tax payments due as a result of interest on any deposits not paid to Seller... Additionally, Buyer shall deliver a second check (the "Second Deposit ") to Seller in the WHEREAS, Buyer desires to purchase this property along with the improvements amount of Twenty,Five Thousand Dollars ($25,000.00) on or before the 181 day after the Effective situate thereon; together with (i) all easements, rights of way, licenses, privileges, hereditaments and Date. This Second Deposit shall not be refunded regardless of whether the Agreement is thereafter appurtenances, if any belonging to or inuring to the benefit of the land, (ii) all right, title and interest of terminated by Buyer intentionally, or unintentionally, or as a result of a default by Buyer. All Deposits Seller in and to any land lying in the bed of any highway, street, road or avenue, opened or proposed, and any interest earned on the First Deposit shall be credited towards the Purchase Price at Closing, as in front or abutting or adjoining the land, and (iii) all engineering reports, surveys, plans, soil reports, that term is defined below, except in the event of a termination as described in Paragraph 4, below, or environmental inspections and reports, hazardous waste studies or reports (the said property, together except in the event of breach of this Agreement by Buyer. Provided, however, that the First Deposit, with the rights listed in subsection (i) — (iii) shall be collectively referred to herein as, the "Property"). and any interest earned thereon, shall only be credited to the purchase price upon payment to the escrow or closing agent as a portion of the purchase price to be paid to Seller. The term "Deposit" WHEREAS, Seller desires to sell and Buyer desires to purchase the Property and the shall include both the First Deposit and the Second Deposit. parties desire to enter into this Agreement to evidence the terms and conditions of their agreements with respect to the Property. 3. BUYER'S RIGHT OF DUE DILIGENCE. Buyer shall have one hundred eighty (180) days after the Effective Date ( "Investigation Period ") to review all aspects of the Property NOW, THEREFORE, for and in consideration of the recitals set forth above, which are and its suitability for Buyer's purposes, in such scope and detail as may be required by Buyer, in its deemed to be material and a substantive part of this Agreement, the mutual promises contained herein sole opinion and at its sole expense. Buyer, its agents, servants, employees, engineers, invitees and /or and other good and valuable consideration, the receipt and sufficiency of which are hereby designees shall have the full right from the date of this Agreement, to enter upon the Property, at any acknowledged, the parties hereto agree as follows: time, and from time to time, for such purpose, provided, however, that (i) no such entry shall be made into the house on the property, nor upon the area within 50 feet of that house, without at least 48 hours 1. PURCHASE. Subject to all the terms, conditions, and covenants herein oral prior notice to the Seller, (ii) any such entry onto any portion of the property will be subject to the contained, Seller hereby agrees to sell to Buyer and Buyer hereby agrees to purchase from Seller, all of indemnification provisions of Section 5 of this Agreement, and (iii) no such entry will include the the Property, together with all rights and any restrictions thereto. removal of any trees or any portion of any structures, without the prior written approval of seller, and any portion of the Property subject to invasive testing shall be repaired and /or restored within 30 days of the test. 4. TERMINATION Buyer may terminate this Agreement, for any reason or for an owner's title insurance policy. After the Investigation Period Buyer shall make no objection to any no reason at any time; however, in the event of a termination by Buyer after the Investigation Period, aspect of Seller's title, for any matter existing of record on the date of this Agreement, except for any all Deposits and any Extension Payments paid by Buyer, shall be retained by Seller and this Agreement liens for which Buyer has given notice to Seller within 120 days from the Effective Date, and which shall terminate and neither party shall have any further obligations to the other except as provided in liens must be satisfied or released at or prior to Closing. Seller' covenants that it will not voluntarily this Section. hi the event of termination by Buyer prior to the expiration of the Investigation Period, the create or cause or permit a lien or encumbrance to attach to the Property after the date of this Deposit and all interest earned thereon shall be returned to Buyer and this Agreement shall terminate Agreement; without Buyer's prior written consent, except for a lien or encumbrance that will be acid neither party shall have any further obligations to the other. If this Agreement is terminated for released with the payment of a portion of the proceeds of Closing. Any existing lien or enctunbrance, any reason, Buyer, at its own expense, shall immediately restore any damage to the Property caused by including any existing mortgage, deed of trust, judgment lien or similar lien against the Property which Buyer's making boring tests and other tests and studies (if not previously restored pursuant to Section can be discharged by the payment of money, shall be discharged by Seller at or prior to Closing. 3(iii) of this Agreement), and immediately thereafter vacate the Property Notwithstanding any other provision of this Agreement, at the termination of this Agreement for any reason (including default by 6.2 Defects If the Title Commitment shows exceptions to title which would Buyer), Buyer shall provide a copy of all surveys, plans, aerial or other photographs or images or radar unreasonably impair the ability of Buyer to develop the properly according to a plan prepared by Buyer renderings; environmental, marketing, soil, storm water, public water, percolation, septic, or sewer, ("Defects'), Buyer shall within one hundred fifty (150) days from the date of this Agreement elect by studies; tests or reports; appraisals; or any other engineering or other professional or other service written notice to Seller: (i) to terminate this Agreement or (ii) allow Seller an opportunity to cure the rendered on behalf of the Buyer in comnection with the Property, and Buyer shall deliver the same to Defect(s). If BuyeF elects to allow Seller an opportunity to cure the Defect, then Seller has the option Seller within 30 days of any such termination or default. to (i) elect to cure the Defect prior to Closing; or (ii) not to cure and terminate this Agreement, and shall give Buyer written notice of its election within five (5) business days after receipt of Buyer's 5. INDEMNIFICATION FOR DAMAGE (a) Buyer shall insure, defend, notice. If Seller elects not to cure and to terminate, Buyer may upon written notice within five (5) indemnify and hold Seller harmless from and against all damages, liabilities, claims, and expenses, business days of receipt of Seller's notice, elect to waive all the Defects and proceed witli Closing including reasonable attorneys' fees and reasonable litigation costs, incurred by Seller as a result of hereunder. Buyer's (or its agents', servants', engineers', invitees', designees', contractors', or employees) activities upon the Property; provided, however, that such indemnification shall not cover any liability, cost or 7. MORATORIUM Intentionally deleted. expense of any kind or nature arising from a pre- existing condition discovered as a result of Buyer's investigations, this exception applies to the preexisting condition itself, notto any damages, liabilities, 8. SELLER'S REPRESENTATIONS Seller hereby represents warrants and claims, or expenses to any person or property as a result of the discovering, or the existence of, said covenants to Buyer that they may not do anything from the date of execution of this Agreement preexisting condition, and this exception applies only prior to Closing. through Closing which may encumber or otherwise alienate the Property, except for a lien or encumbrance that can be discharged at or prior to Closing, as provided in Section 6.1 of this (b) If Buyer completes Closing, then Buyer shall insure, defend, indemnify and Agreement. Seller further represents, warrants and covenants that should they receive notification of hold Seller harmless from and against all damages, liabilities, claims, and expenses, including any action at law, or in equity, as against the Property, or any portion thereof, they will promptly reasonable attorneys' fees and reasonable litigation costs, incurred by Seller as a result of any Notify Buyer thereof. environmental or other conditions or matters, including pre- existing conditions, and including matters addressed at Sections 8, 8. 1, and 8.3 (and its sub - sections) of this Agreement. 8.1 FIRPTA Seller is not a "foreign person" within the meaning of Section 1445 of the Internal Revenue Code, as amended. 6. TITLE 8.2 Seller makes no warranties or representations of any kind, except the special 6.1 Status of Title Title to the Property shall be good, marketable and merchant- warranty of title in the final deed, and except for the representations made in Section 8 (and its able, fee simple title, free and clear of hens, encumbrances, restrictions and defects; subject, however, subsections) of this Agreement. Buyer shall purchase the property "AS 1S" and subject to all to those easements, rights -of -way, and restrictions required by public utilities, the local government conditions and faults, whether known by Seller or not, whether visible, apparent, or hidden, and authority or both, which do not interfere with the development of the Property according to a plan whether specifically addressed in this Agreement or not No oral or written statennent or representation prepared by Buyer. Buyer shall., within one hundred twenty (120) days from the Effective Date of this made by Seller, or any party acting for Seller, or any other party, shall have any binding or legal effect Agreement at Buyer's expense, obtain a commitment (the "Title Commitment ") from a title insurance whatsoever and shall in no way be considered a "warranty or representation" by Seller which shall company of Buyer's choice which is licensed to do business inthe Commonwealth of Permsylvaniafor survive Closing, and shall not be relied upon in any way by Buyer, except for the representations it �' S, 3 � �-5 4 Sections 8, 8. 1, and 8.3 (and its sub - sections) of this Agreement. Buyer must satisfy itself as to any matters concerning any underground storage tanks, any other environmental matters, or any other matter whatsoever, and shall have no rights against Seller whatsoever concerning any such storage shall not be applied to the Purchase Price. The first Extension Payment shall be due on or before May tank, environmental, or other matters, whether disclosed or not. Buyer shall also indemnify Seller as 26th, 2010, with each subsequent Extension Payment being due on or before the same day of each provided in Section 5(b) of this Agreement, except for violations of the representations made in subsequent month, until the last payment due on the 25 °i day of May 2012. Buyer may pay multiple Sections 8, 8. 1, and 8.3 (and its sub- sections) of this Agreement. months in advance at any time, or all $24,000 for the entire Extension Term in advance. In the event of such a prepayment, and in the further event of a Closing before the end of the Extension Term paid 8.3 Seller represents that Seller has no knowledge of, and has not investigated, for, there shall be no refund or credit of any Extension Payment for any portion of the Extension Team whether: occurring after Closing. The Extension Term, and therefore the Term, and this Agreement, shall automatically terminate thirty (30) days after Buyers failure to timely pay any monthly Extension 8.3.1. The Property has been contaminated by any substance in any manner Payment. which requires remediation with the exception of asbestos in the farmhouse, and with possible minor dripping or spillage under and around the existing basement fuel tank in the farmhouse, and its fill 9.2 Deliveries by Seller At Closing, upon Buyer's payment of the Purchase Price pipe. for the Property, Seller shall give possession of the Property to Buyer and shall execute and deliverthe following to Buyer: 8.3.2. The Property contains polyclilorinated biphenyls or any other substance, 9.2.1 A special warranty deed conveying to Buyer all of Seller's right, title and the removal or disposal of which is subject to any law or regulation. interest in and to the Property to Buyer or its designee, in fee simple; w 8.3.3. Any law has been violated in the handling or disposing of any material 9.2.2 A FIRPTA non - foreign person certification in a form acceptable to waste or the discharge of any material into the soil, air, surface water, or ground water. Buyer; 8.3.4. The Property contains underground fuel or liquid storage tanks, except 9.2.3 Any other documents as are reasonably required to consummate the for the existing basement fuel tank in the farmhouse. Closing. 8.4. Notwithstanding Seller's lack of knowledge as to environmental concerns as set 9.3 Adjustments, Taxes, and Closing Costs. for in Section 8.3 (and its sub - sections) of this Agreement, since many farms contained above grotmd or underground fuel tanks, Seller assumes that above ground tanks may have been present on this 9.3.1 Transfer and Recordation Taxes All transfer and recordation taxes Property in the past; and that underground fuel tanks may have been, or currently are, present on this imposed upon the recordation of the deed to the Property then conveyed, whether federal, state, Property; and since many farms disposed of trash, debris, vehicles and equipment on their property, county, or municipal taxes, shall be divided evenly between the parties; provided, however, that any Seller assumes that such disposal may have taken place on this property, even if the same has since agricultural transfer taxes or other rollback taxes due and payable as a result of this Agreement or the been covered. development of the Property shall be paid by Seller with the exception that Buyer shall pay the first $10,000.00 of any rollback taxes due and payable. Transfer and recordation taxes shall be detennirned 9. CLOSING. in accordance with the allocation of the Purchase Price contained herein. 9.1 Closing Settlement of the purchase of the Property ( "Closing") shall occur on or 9.3.2 Real Estate Taxes All real estate taxes shall be apportioned to the Seller before the end of the Term of this Agreement, as the same maybe extended pursuant to Section 9.1.1 up until the date of Closing and assumed and paid thereafter by Buyer. of this Agreement (ie. Within no more than four (4) years.) Buyer shall give Seller a minimum of 120 days advance notice of Closing. 9.3.3 Public or Private Charge Adjustments All public, governmental, or private charges or assessments, general or special, against the Property, or the portion of the Property 9.1.1 Extensions to Tenn. Closing must occur by the end of the Term. After the then conveyed, which are or may be payable on an annual basis (including front foot benefit charges, Initial Term, Buyer may extend the Term for up to twenty four (24) months by paying Seller Two assessments, liens or encumbrances for public or private improvements completed or commenced on Thousand Dollars ($2,000.00) per month (the "Extension Payment! 1. The Extension Payments shall or prior to the date hereof, or subsequent thereto)'shall be adjusted as of such Closing date and shall be paid directly to the Seller and shall be in addition to the Purchase Price, are non- refrmdable to be assumed and paid thereafter by Buyer, whether assessments have been levied or not as of the Buyer, and Closing date. 5 � 6 i settlement of a Taking without the prior written consent of Buyer. 9.4 Buyer's Expenses of Closing The cost of examination of the title, the title 13. RISK OF LOSS The risk of loss or damage to the Property shall be borne by insurance covering the Buyer's interests in the Property, or the portion of the Property then conveyed, Seller until execution and delivery to Buyer of the Deed conveying title to the Property. This as owner, or any lender's title insurance for the benefit of Buyer's Lender, the tax or lien certificates, Agreement is not contingent upon the improvements being it any particular condition, or in existence, conveyance, notary fees and recording charges, and any other fees or charges assessed by Buyer's title on the date of closing. insurance company, shall be paid by Buyer, at its sole cost and expense. 14. WAIVER No waiver of any default by a patty hereunder shall be implied from 10. DEFAULT any omission by such party to take any action on account of such default if such default persists or is repeated and no express waiver shall be a waiver of any succeeding breach. 10.1 Buyer's Default In the event of any breach, failure, or default by Buyer under the terns of this Agreement, Seller shall provide Buyer with a written Default Notice, and Buyer shall 15. ASSIGNMENT This Agreement may be assigned by Buyer. This Agreement have thirty (30) days to care the Default. If Buyer's Default is not cured during this 30 day period, shall be binding upon the parties and each of their respective heirs, executors, administrators, Seller shall have the right to terminate this Agreement and retain all Deposits and/or Extension successors and permitted assigns. In the event of any assignment by Buyer, Buyer shall be solely Payments, paid by Buyer to Seller, plus retain all rights and remedies available at law or equity responsible for any and all transfer taxes due as a result of such assignment, or assignnents. Seller (including specific performance for the delivery of copies of any plans, test reports, or other shall only be responsible for one -half of the transfer tax due on the actual closing and completion of documents, as provided for at Section 4 hereo fl, and damages for breach if those damages exceed the the purchase. (see Section 9.3. 1) Deposits and /or Extension Payments retained, and shall further be entitled to reasonable attorney's fees, and court costs (including any expert witness fees) incurred as a result of such breach, or incurred 16. NOTICES. All notices and other communit ations hereunder shall be in writing in enforcing Seller's rights hereunder and be deemed duly given if sent by hand delivery, certified mail, return receipt requested, postage prepaid or by commercial overnight delivery service, or by fax or email with an additional copy 10.2 Seller's Default In the event Seller encumbers or otherwise alienates the promptly sent by one of the foregoing means. Property, or should this Property be encumbered or alienated, from the date of this Agreement through Closing, Buyer shall have the right to pursue any and all rights and remedies available to Buyer at law Copies of notices to Buyer should be sent to: or inequity, including the remedy of specific performance. Should Seller refitse to Close, Buyer shall have the right to seek specific performance. Mr. Bradley E. Sinrod . Waterstone Properties, L P 11. BROKERAGE. Buyer represents and warrants that it has engaged no agent or 1234 Page Terrace finder that is entitled to a commission or fee as a result of this Agreement other than Exit Platinum Villanova, PA 19085 Plus Realty and Coldwell Banker Welker Real Estate, Philadelphia, PA. All real estate commissioner Fax: 610 -526 -2827 finder's fees to be paid shall be the exclusive responsibility of the Seller. Seller and Buyer agree to indemnify and hold each other harmless from and against any and all liabilities, losses or damages, and including reasonable attorneys' fees and related costs and expenses, arising out of, or resulting from, breach of the foregoing covenant and warranty. Mr. Robert Rabe Coldwell Banker Welker Real Estate 12. CONDEMNATION If, at or prior to Closing, any portion ofthe Property shall 1904 South Street be condemned or taken pursuant to any governmental or other power of eminent domain (hereinafter a Philadelphia, PA 19146 "Taking"), any written notice of a Taking is issued, or any proceedings are instituted by any Fax: 267 -543 -1167 govermmental authority having the power of eminent domain, Buyer shall proceed to Closing on the Property with no reduction in the amount of Purchase Price and Seller shall assign its rights to the Copies of notices to Seller should be sent to: proceeds of such Taking to Buyer at Closing. If the Taking has been completed by the date of Closing, the amount of the proceeds of the Taking shall be credited against the Purchase Price. Unless and until Mr. Sean Mato Buyer has terminated this Agreement as provided above, Seller shall include Buyer in all negotiations Exit Platinum Plus Realty with the applicable condemning authorities with respect to any Taking and Seller shall not agree to any 3560 Gettysburg Road 7 8 I Camp Hill, PA 17011 basis at the then current price of the damaged crop per bushel. Buyer shall give written notice of the Fax: 717 -920 -6465 date of Closing by August 1 sr of each year. Failure by Buyer to provide such notice as above described shall permit Seller to farm any portion of the land, or rent any portion of the land for farming, on an and Stephen Tiley, Esquire annual basis. Thereafter, in the event of any Closing within said year beginning August 1 st, Buyer Frey & Tiley shall take the property subject to any existing tenant farmer lease which terminates on the July 31" 5 South Hanover Street following the said August 1 61 of each year, and subject to the tenant farmer's right to be reimbursed for Carlisle, PA 17013 damage to growing crops both before closing, and after closing for any crops planted prior to the July Fax: 717 -243 -6441 31 following the said August 0 of each year. The existing tenant fanner shall be entitled to reimbursement from Buyer for any damage to growing crops between the date of this Agreement and All notices shall be deemed to be given and received on the date of delivery, if hand July 31, 2009, and after that for crops planted by July 31, 2009. In the event of notice of intent to close delivered, faxed or emailed (as described above); one (1) business day after the date sent, if sent by received by Seller by August I " of any given year, then Buyer shall only be obligated to reimburse for overnight commercial delivery service with signed receipt; and three (3) days after mailing, if sent by damage to crops as planted on July 31 of that same year, and Buyer shall be obligated to mow the certified mail, return receipt requested, postage prepaid. Any party may change its notice address by fields (at Buyer's expense) whenever required by the Township(s), and in any event mow at least twice giving written notice to the other parties hereto, per year, at reasonable times. Any such lease with a tenant farmer shall provide that it may be terminated in whole or in part, at any time by the landowner, so long as tenant receives said 17. PROMOTION AND ADVERTISING SIGNS Buyer, at Buyer's expense, shall reimbursement for damaged or lost crops. Seller shall retain all tenant farmer rent, without pro - ration. be entitled to erect a sign advertising the availability of homes, commercial space, offices, or other uses to be built on the Property. The sign shall be in conformance with the Jurisdiction regulations. 18.6 Tenant Occu an c . Buyer shall give written notice of the date of Closing by August I' of each year. Failure by Buyer to provide such notice as above described shall permit Seller 18. GENERAL PROVISIONS to lease the existing farmhouse on an annual basis. "Thereafter, inthe event of any Closing within said year beginning August 1 st, Buyer shall take the property subject to any existing residential lease which 18.1 Partial Invalidity If any term, covenant or condition of this Agreement or the terminates on the July 31 following the said August 0 of each year, and subject to the tenant's application thereof to any party or circumstances shall be invalid or unenforceable, this Agreement possessory rights thereunder. Farmhouse rent shall be pro -rated to the date of Closing. shall not be affected thereby and each term shall be valid and enforceable to the fullest extent permitted by law. 18.7 Benefit and Burden This Agreement shall be binding upon, and inure to the benefit of, the parties hereto and their respective heirs, legal representatives, successors and permitted 18.2. Governing Law This Agreement shall be governed by, and construed in assigns. accordance with, the laws of the Commonwealth of Pennsylvania, without regard for principles of conflicts of law. 18.8 Counterparts This Agreement may be executed in any mmiber of counterparts, each of which shall be deemed an original, all of which taken together, shall be deemed to be a single 18.3 Interpretation Titles to paragraphs and subparagraphs are for convenience only instrument. and are not intended to limit or expand the covenants and obligations expressed thereunder. Any date specified in this Agreement which is a Saturday, Sunday or legal holiday shall be extended to the first 18.9 Survival. Except for Seller's special warranty of title, and as provided in business day after such date, which is not a Saturday, Sunday or legal holiday. Sections 8, 8.1, 8.2, and 8.3 (and its sub- sections) of this Agreement, no warranties or representations of Seller shall survive Closing, this being an "AS IS" sale. 18.4 Progress Reports Buyer shall provide monthly written reports to Seller of Buyer's prior monUns progress or lack of progress in obtaining final land development and subdivision 18.10. Maintenance of Property. Seller agrees to maintain the Property in its current approval of Buyer's Plans in connection with this Agreement. condition until Closing with the specific exception that Seller may remove all contents of any and all structures and further, remove any and all or a portion of any and structures on the Property. Seller 18.5 Right to Dann Subject to the provisions ofthis Section 18.5 of this Agreement, specifically agrees not to remove or disturb any dirt, rock, trees, minerals or other natural materials Seller, or Seller's tenants, shall have the right to continue to farm the Property, and be reimbursed for (other than annual farm crops) situated on the Property without Buyer's written permission any crop damage. When applicable, Buyer shall reirnbnuse Seller for all crop damage on a per bushel 9 10 I � � N •. "i .' ��,' �;���v��P�l l ,`- III` � I' :� � �� 1 gip: 18.11 Entire Agreement This Agreement contains the entire agreement among the parties hereto. No change or modification of this Agreement or any waiver of the provisions hereof, g Y party g sought. shall be valid miless it is in writing and signed b the si• against whom enforcement is A � r��•,ti' Iv��� Y� 1 18.12 Time of Uwe Essence. Time shall be of the essence in the performance of each and ever du wider this A greement, and in articular the payment of each Deposit, Extension S' d g � P P Y P Payment, and the Purchaser Price. 18.13 No Recording. Absent written consent of Seller, neither this Agreement nor an memorandum of it, nor an ass of it, nor an document attach this A g re ement as an Y Y g Y g � Exhibit or in any other way attaching or incorporating this Agreement, or any part of this Agreement, shall be recorded in any Recorder's Office in Pennsylvania. Any such attempted recording shall '',- constitute a default b Buyer, and, shall terminate all rights of Buyer hereunder. 4 : °i: �' ' 18.14 Effective Date. The "Effective Date" of this Agreement is May 27, 2008. rggl IN WITNESS WHEREOF, the parties have signed and delivered these presents as their ray,_ own free act and deed, under seal on the date and year first above written. 1G. °z WITNESS: SELLER: Alan D. Shover Date WITNESS: BUYER: WATERSTON9 PROPERTIES, LP / €ME" Dennis H. Satnick, Partner Date m t* - ' i' _W al X10 qri __ +:l.iii r., a`• s;�� - r , ;/ ". .n g nj'.�- �`911' °1;I, `,. �':, �';. 4r Its+: 7G. �i';I � ' �� w y pp ,,y���� ! � Hi�!t -I v � L.1 ��k)"�I�.•L �Ct. - a ur '� a , r S' 11`1 , Itpy I ,�� �� ��I•n � ' I �� _ ,. �''y!� ����� 19:!�'J �, II F l 07 7A I !' ' !17 ra �y rsMr�r M i tZ S 'i'r`A"'� • a point in the center of stone; thatce by ihocenter of a sahall run marl lead now or frumedy oPl.ois J. Coldct, South 41 degrees 30 mhuues West 674 fact to a point online of the North right -of -way of the C. V. Division of the Pennsylvania Railroad.- dteaco along Oils ri$6t-of-way, North 6 dcgrees 45 minutes West 205 fed to a post; thence alng lead now or f y of Jose Murphy North 6 degrees West 373.8 feet to a stoke; thence along property now or formerly of John N. Wolf, as us. South 83 degrees 45 mlantes Past 135 feet to a stake; trance by same, North 6 degrees 15 tnlautes But 200 feet to n point in One center of the Culi"ewville public road; thenco by center of the same, South 83 degrees 45 minutes Fast 410 fees to a point, the Place of BEGINNING, CONTAINING 6804 acres, mom less, and being improved with a stone and frame house, ,w. •-+ bamusdoduroutbuildings, knownas andnumberedL lsRoad.Carl isle,PA17013. y =� ¢ TaaYercel Na. 46.07- 0473A16 . THE ABOVE DESCRIPTION is is a^^ ^*i ^ ^c' with a survey Prepared by T. Elliott L N a T��S DEED _ Middleton. Regist rig d ated Ap ri the m 57. TOGETHER with lUn a right-of-way over va the rthwa[o le comer of 1-01 No. 7 m Plan of ' � n' )William Lot (recorded In Plan Book 4, Page 12) for do purpose of ingress and egress from the `+ Faun Lana to the farm field adjacept thereto as set forth in deed from Fcutk S. C and Lois J, y A7Al)X TJIE day of to the year of our Lard avo thousand three ( 2003). �pg Cohick, his wife, to James R. O'Donnell end Bernadette B, O'Daandl, his wif nhick e. dated April 26. . 1956 and recorded Ja the Office of the Recorder of Deed in and far Cumberland County, DE11V11LN ALAN D. SHOVER, and BECEEY J• SHOVER, twsband raid w9u, of West Perincylvania,lu Deed Bouk"C :' Volumo 17. Page 477. i Pawuhoro 'I'ownstiip (351 McAlister Church Road, Carlisle, PA 77013), Cwnbrsfand County, UNDER AND SUBJECT to a oatiln lease covering the northeast comer of the herein Pcmtsyivania, panics of the first part. is wife, to Elwood M. Yanks, dated described property from F4ank S. Cottck and Lois J. ColUCk, h Grantors, July 16,1953 and recorded in said Recordar'a Office in Miscellaneous Book 103, Page 169. BEING the same promises which George H. Myers, Jr., and Barbara A. Myers, husband and and ALAN D. SHOVER, mamicd man of West pennUtoro Township (351 McAlister Church wife, by deed dated April 16. 1991 and recorded May 3, 1991 In the Office of die Recorder of Deeds in and for Cumhedend County m curisla. Pennsylvania in Deed Book "C:' Volume 35, Road. Crlisle. PA 17al3) Ctunberlmrd County.Penasylvania, parties of the second part. 'Page 63, granted and conveyed to Kathryn M. Shover and Alan D. Shover, her sm. . Grantee: ALSO BRING the same premises which I(att[yn M. Shover, widow. by decd dated January o Zi 23.7003 and tecordcd January 9, 2003 in the aforesaid Rrcordei a office. in Deed Books . Page R3 `M6 granted and conveyed heronohalf lowest in the above described premises to W17NESSFEff, that in consideration of Cue (61.00) Dollar, in hand paid, the recelpr Alan D. Shover and Bcckey J. Shova, the Grantors heroin. whereof is hereby aclritowledged, the said Grantors do hereby giant and convey to the said THE remit and effect of this deed is to Place die entha fee shaple title to the above described Grantee, his heirs and assigns, real estate is Oto sale oamo of Alm D. Shover, married man, the Gremac herein- ALL 'rIIAT CEWrA1N truce of land with ft improvements thercon erected in West AND the sand Grantors do hereby covenant and agrte'trar they isles marine GENERALLY Pemubo[o Township (except for a small part of the eastern portion thereof which is located in . lvaala. more lai7 bounded and tie property hereby conveyed North Mlddletmi Township .Cumberland County. Penny lxullnn Y , . dcsa 7_40 v6 ibcd as follows: . ..oy�ns i �o . �✓s'eyiAecG x �,[ �„� � L. � .Y /w4ws�Ma YYYC•M/'! � I / BEGINNING at a po in th center of am public road leading from Carlisle to NowvIBe at fN l IjWBSS WHEREOF, said Grantors have herewno sot their hands and seats the day (lie southeast comer of land now or formerly of Georga H. West, ft ux[ thence by land now or and yearfirst above written. fulanaly of George H. Wat, a ta, North 5 degrees 45 minutes Past 225 feat to a stake; tteno by lends mw or formerly of George H. Wert, et ux. Lots 1 -7 inclusive of Plan of Cohick lots, Tract "B" (recorded in PI- Book S. Page 33) and Lot now or formerly of John T. NJ". or ter, North 84 dcgf a 30 minutes West 632 foot to a stake c n line Of lends now or formerly of Gmham Estate: Signed, Seatrd, mad D.Uvare thence bysune, North 6dogroes West 1440.4 feetto a p inaatamfence :thaimby same, Nardi to We Praeac. aJ 87 degrees 45 minutes West 9929 feet to It Post; dmum by same, North 7 degree 30 minutes West 102 fact to the South fight- of-way line of Pennsylvania Tumpiko Commission: thence by r In a. SEAL) mi eutedy direction by n curve to the loft hasmg a sedl is of 382.972 feet and the length of die curve AImD. Shove is 2744.4 fact to a point in die center of the public road kading from the Cadisle'Newvilio Road to Meadowbrook, it being Rout, No. 706; therica by t mad. o center of this public mad. Smith 2 degrees Wert, a distance of 4223 feet to a pobn in the center of this public road; the by land Intaided to )Ns� be convcycd to Bmce W. Fran =, et ux, North 89 degrees W est 140 fors to a past; theme by came _S S W anI the rear line of the foliowing lots, which front on thi public mad, lou new or formerly of ac>toY ,$Ito or U. W. France. et ux, Will MunhPer. at ux, f]wmd D. Lim, or ux, Hy L. Sweariay. at her and Paul 'B. Unger. a ux, South 2 degrees 15 minutes West 385 fool to e n.r at on line of lot now or formerly of Niavin S. Spldle, a ux, then= by same. North 89 degrees We at 70.8 feet to mater of seen:: t hence by some and die rear line Of the following lots. which fronts on this public road; lots nuw nr formerly Of Clair E. Myers, et ux. John Oibsm, et ter. Join Shearer, et ur, Walter J. Belrlter,et err, Lots I -8 inclusive of Plan of Coh(ckLots. Thet' (recorded is Plan Boob 5. . Pugc 57) and across die end of a 35 foot proposed street as shown on said PInn,TmU'D," South I degree West 9533 feet to a point On the rear Jim of Lot No. 2. Plan of Williams Lots (recorded _ in Plan Bonk 4, Page 12); theuoo by Lot Nos. 2 -7.li clusive of said Plan Of William lots, North 77 degrees 30 minutes West 5573 feel, more or less, to a point an the Easasldc of the lane leading . hum die Carliisle- Netvvilta public road to the farm buildings: then= by the'P.asi side of said p leme. S outh o=d theme by tic orn� F st 96 North 83 po grees 15 minutes West 225 err lest 10 tok 255 f,:c f4258 Bair: 255 ter 4257 O W N 06 F Coannamveahin of Pennsyiwnia LM }JJ. Couniy of Cumberland / On this, the .9 o day of OH.1� 2003, before me, the undersigned of personally a eared ALAN U. SHOVER and BE KEY I. SHOVER, husband and wife, ktuvn to me (or sad actoily proven) to be the persons whose names are subscribed to flee wlhin instrument, and acknowledged that they executed the some far theptaposes therein eanuti INWITNESgWHEREOF, Iheretmtosetmylwndandq $kialseal. �' sir t " iv ax Y' N. ►is a i • tlfAt"10FCmWIXECUMM WOan..M Wma!l11JliaxPJWIHeB U�r Jos 1 do hereby certify that the precise residence and complete post office address of Ilse within nanned Crontee is 351 McAUsrer Chmrdm Road, CarUsle, Pen,Wivmlia 013. S ephen . Uley, Esquire, n.ts. AtrorneyforCrantee ]C this In CUMbeIhl Ti�. 600K 265 Pnr14259 WATERSTONE ► M June 20, 2008 Alan D. Shover VIA CERTIFIED MAIL 7006 0810 8950 5366 351 McAllister Church Road RETURN RECEIPT REQUESTED Carlisle, Pennsylvania 17015 Dear Mr. Shover As provided for in Paragraph 15 of our Land Purchase and Development Agreement (the "Agreement") to purchase your property dated May 27, 2008, I am notifying you that Waterstone Properties, LP has assigned the Agreement to DGWP Properties, LP. The principals of Waterstone Properties, LP own 50% of DGWP Properties, LP. All notices and other communications shall continue in accordance with Paragraph 16 of the Agreement with the exception that notices to the Buyer shall be made to: Mr. Dennis Satnick DGWP, LP 242 Winged Foot Drive Blue Bell, PA 19422 Fax: 610-292-8444 With copies to: Mr. Bradley E. Sinrod DGWP, LP 1234 Page Terrace Villanova, PA 19422 Fax: 610 -526 -2827 Mr. Michael Glass DGWP, LP 408 West James Street Lancaster, PA 17603 Fax: 717- 299 -0345 WATERSTONE PROPERTIES, LP • 242 WINGED FOOT DRIVE • BLUE BELL, PENNSYLVANIA 19422 Mr. Robert Rabe Coldwell Banker Welker Real Estate 1904 South Street Philadelphia, PA 19146 Fax: 267 -543 -1167 Please do not hesitate to contact me if you have any questions. I have enclosed a copy of the Assignment for your file. Sincerely, Dennis H. Satnick Member, Sequoia Partners, LLC as General Partner, Waterston Properties, LP DHS:sI Enc.: As noted cc: Bradley E. Sinrod, DGWP Properties, LP via email Michael Glass, DGWP Properties, LP via email Robert Rabe, Coldwell Banker Welker Real Estate via email Sean Maio, Exit Platinum Plus Realty Stephen Tiley, Esquire ASSIGNMENT Of LAND PURCHASE AND DEVELOPMENT AGREEMENT The parties to this Assignment of Land Purchase and Development Agreement are Waterstone Properties, LP, a limited partnership having its office at 1234 Page Terrace, Villanova, Pennsylvania 19085, formed under the laws of the Commonwealth of Pennsylvania ( "Waterston "); and DGWP Properties, LP, a limited partnership having its office at 408 West James Street, Lancaster, PA 17063, formed under the laws of the Commonwealth of Pennsylvania ( "DGWP "). Intending to be legally bound, the parties hereto agree as follows: RECITALS WHEREAS, Waterstone holds an equitable interest in certain real property containing approximately 62.72 acres known as tax parcel 46 -07- 0473 -018 located at 1525 Newville Road, Carlisle, West Pennsboro Township, Cumberland County, Pennsylvania (the "Property ") by virtue of a Land Purchase and Development Agreement entered into on May 27, 2008 (the "Agreement "), a copy of which is attached hereto; and WHEREAS, Waterstone wishes to assign its equitable interest in the Property to DGWP, which wishes to accept such assignment; NOW, THEREFORE, for and in consideration of the recitals set forth above, and other good and valuable consideration, the sufficiency of which is acknowledged, Waterstone hereby assigns to DGWP, and DGWP hereby accepts the assignment of all right and title falling to Waterstone under the Agreement; FURTHER, Waterstone will notify the Seller under the Agreement according to it's terms. IN WITNESS WHEREOF, the parties have signed this Assignment this 20 day of June, 2008. WITNESS: WATERSTONE PROPERTIES, LP By: Se uoia Partners, LLC, it general partner By: Dennis H. Satnick, Managing Member WITNESS: DGWP PROPERTIES, LP Dennis Satmck, Project Manager R FIRST AMENDMENT LAND PURCHASE AND DEVELOPMENT AGREEMENT THIS FIRST AMENDMENT is made and entered into this of November, 2008, and is to the Land Purchase and Development Agreement dated May 27, 2008, by.and between Alan D. Shover whose address is 351 McAllister Church Road, Carlisle, Pennsylvania 17015 ( "Seller ") and Waterstone Properties, L.P., whose address is 242 Winged Foot Drive, Blue Bell, Pennsylvania 19422, which Agreement was thereafter assigned on June 20, 2008, by Waterstone Properties, LP, to DGWP Properties, LP, a limited partnership of 242 Winged Foot Drive, Blue Bell, Pennsylvania 19422 ( "Buyer "), and is as follows: The said Land Purchase and Development Agreement dated May 27, 2008 ( "Agreement ") is Amended to the extent, and only to the extent, that it is inconsistent with the following: 1. Contemporaneously with the execution hereof, Buyer shall pay to Seller the sum of $5,000.00. The said $5,000 payment shall be known as the "Second Deposit," and the term "Second Deposit" as set forth in said Agreement is amended to refer to this said $5,000 payment. The said Second Deposit shall be credited toward the Purchase Price at Closing, however the Second Deposit is not refundable, and shall not be refunded in the event that the Agreement is hereafter terminated by Buyer, whether intentionally, or unintentionally, or as a result of a default by Buyer, and whether before or after the expiration of the Investigation Period. (For reference only: Agreement Section 2.3) 2. There shall be a "Third Deposit" due on or before the end of the Investigation Period. The Third Deposit shall be in the amount of $20,000 and shall be paid from Buyer to Seller on or before five (5) working days following the end of the Investigation Period. The said Third Deposit shall be credited toward the Purchase Price at Closing, however, unless the Third Deposit is paid prior to the end of the Investigation Period, and the Agreement is then terminated within the Investigation Period, the Third Deposit shall not be refundable, and shall not be refunded in the event that the Agreement is hereafter terminated by Buyer, whether intentionally, or unintentionally, or as a result of a default by Buyer. The term "Deposit" shall include the First Deposit, the Second Deposit, and the Third Deposit. (For reference only: Agreement Section 2.3) 3. The Investigation Period is extended such that it shall end on the earlier of the following dates (whichever shall occur first): (i) Thirty five (35) days after Buyer receives conditional use approval from West Pennsboro Township pursuant to the currently pending application of Buyer, as the said application may be changed or amended by Buyer, or (ii) April 13, 2009. In no event shall the Investigation Period be extended beyond April 13, 2009. (For reference only: Agreement Section 3) Amendment: Shover to Waterstone/DGWP Page 1 of 2 eiiMMIT a 4. In the event of a termination by Buyer prior to the expiration of the Investigation Period, only the First Deposit, plus any interest accrued thereon, and any Third Deposit paid by Buyer, shall be returned to Buyer. The $5,000 Second Deposit shall be retained by the Seller, even in the event of a termination by Buyer, for any reason, within the Investigation Period. In the event of a termination, for any reason, by Buyer after the Investigation Period has ended as provided in paragraph 3 of this Amendment, then no Deposit shall be returned or refunded to Buyer, and instead all shall be retained by Seller. (For reference only: Agreement Section 4) 5. No other provision of the Agreement shall be affected. Specifically, the Term of the Agreement, and the beginning and ending dates of the Extension Term, and the Extension payments due thereunder, shall not be modified or extended by this Amendment. (For reference only: Agreement Sections 1 & 9.1.1) IN CONSIDERATION of the mutual covenants and conditions set forth above, and in consideration of the $5,000.00 payment from Buyer to Seller as provided for above, the parties have set their hands and seals as of the day and date first above written, with intent to be legally bound hereby. WITNESS: SELLER: Alan D. hover Date WITNESS: BUYER: DGWP PRO RTIES, LP Y Dennis H. Satnick, Date Project Manager, Partner Amendment: Shover to Waterstone/DGWP Page 2 of 2 -------- — � —__� � ' � _ems ���__�— �� � • . T AO _ '7- BRADLEY E SINROD 098 LAUREN K SINROD 1234 PAGE TER - -- VILIANOVA, PA 19085 D 3-51310 Zr — Pay to t he C Date Order of Q. PNCBAN PNC Belphia, PA anI4 NA 020 ' Philad _ .. For - -- -- 1 :03 &0000531: 86 0S39S0S61I' &098 -- FREY & TILEY ATTORNEYS -AT -LAW FILE 5 South Hanover Street Carlisle, Pennsylvania 17013 ROBERT M. FREY RETIRED TELEPHONE (717) 243 -5838 STEPHEN D. TILEY FACSIMILE (717) 243 -6441 stiley@freytiley.com ROBERT G. FREY rfrey @freytiley.com June 18, 2012 DGWP Properties, L.P. Waterstone Properties, L.P. c/o Great Oak Capital, LLC 1234 Page Terrace 1234 Page Terrace Villanova, PA 19085 Villanova, PA 19085 Attn.: Mr. Bradley E. Sinrod Attn.: Mr. Bradley E. Sinrod Re: DEFAULT NOTICE Shover to DGWP Properties, L.P. (Formerly Waterstone Properties, L.P.) 62.72 Acres, more or less West Pennsboro and North Middleton Townships Cumberland County, Pennsylvania Dear Mr. Sinrod: Our last correspondence was mine of August 2, 2010 which was a follow - up to our meeting on July 23, 2010. That meeting and letter concerned the Second Amendment of the May 27, 2008 Land Purchase and Development Agreement. (herein "the Agreement ") The Second Amendment reduced the monthly extension payments from $2,000 per month to $1,000 per month. Unfortunately, extension payments ceased to be made shortly thereafter. Pursuant to Section 9.1.1 of the Agreement, - the Agreement was subject to termination 30 -days after the failure to timely pay the first missed monthly extension payment. Nevertheless, we continued to hope that the extension payments would be ' brought current, as had occurred at least once before. That did not occur. Closing was to occur by May 25, 2012, pursuant to Sections 2.2, 9.1 and 9.1.1 of the Agreement. Since neither DGWP, nor its predecessor, Waterstone Properties, elected to terminate the Agreement you are in default for failure to IT Frey at id Tddey Attorneys - 4t -Law DGJVP Properties, L.P.,!1f aterstone Properties, L.P. Attn.: Mr. Bradlev E. Sinrod Re: DEFAULT NOTICE Shover to DGWP Properties, L.P. (Formerly Raterstone Properties, L.P.) 62.72 Acres, more or less West Pennsboro and North Middleton Town ships Cumberland County, Pennsylvania June 18, 2012 Page 2 close on May 25, 2012. This letter constitutes Default Notice pursuant to Section 10.1 of the Agreement. If you fail to cure the default by paying all of the delinquent Extension Payments, and concluding your purchase of the property by paying the purchase price in full, within 30 -days, then Seller shall exercise his right to terminate this Agreement and retain all deposit and /or Extension Payments paid to date, plus retain all rights and remedies available at law or equity, and as further described in said Section 10.1 of the Agreement. The foreaoina is the formal Default Notice. By wav of a settlement offer, I look forward to the orderly conclusion of this matter. Sincerely yo rs, 'A Stephen D. Tiley SDT /tl cc: Mr. Alan D. Shover DGWP Properties, L.P. Mr. Robert Wade 408 West James Street Caldwell Banker Welker Lancaster, PA 17063 Real Estate 1904 South Street Waterstone Properties, L.P. Philadelphia, PA 19146. 242 Wingred Foot Drive Bluebell, PA 19422 Mr. Sean T. Malo Exit Platinum Plus Realty 3560 Gettysburg Road Camp Hill, PA 17011 FREY & TILEY ATTORNEYS -AT -LAW , 5 South Hanover Street Carlisle, Pennsylvania 17013 ROBERT M. FREY FILE RETIRED TELEPHONE (717) 243 -5838 STEPHEN D. TILEY FACSIMILE (717) 243 -6441 stiley@freytiley.com ROBERT G. FREY rfrey @freytiley.com July 24, 2012 DGWP Properties, L.P. Waterstone Properties, L.P. c/o Great Oak Capital, LLC 1234 Page Terrace 1234 Page Terrace Villanova, PA 19085 -... . Villanova, PA 19085 Attn.: Mr. Bradley E: Sinrod - - Attn.: Mr. Bradley E. Sinrod Re: NOTICE OF TERMINATION DEMAND FOR PLANS, TEST REPORTS, DOCUMENTS & DAMAGES Shover to DGWP Properties, L.P. (Formerly Waterstone Properties, L.P.) 62.72 Acres, more or less West Pennsboro and North Middleton Townships Cumberland County, Pennsylvania Dear Mr. Sinrod: Neither Alan Shover nor I have received any contact, nor a cure of the default, in response to my Default Notice by letter to you dated June 18, 2012. Therefore, pursuant to Section 10.1 of the Agreement you are notified that the Seller has elected to terminate the Agreement dated May 27, 2008 as amended by First Amendment dated November 25, 2008 and Second Amendment dated July 23, 2010. Pursuant to Section 10.1 and 4 of the said Agreement demand is hereby made for the documents listed at Section 4, to wit: "... Buyer shall provide a copy of all surveys, plans, aerial or other photographs or images or radar renderings; environmental, marketing, soil, storm water, public water, percolation, septic, or sewer studies; tests or reports; appraisals, or any other engineering or other professional or other service rendered on behalf of the Buyer in connection with the Property, and Buyer shall deliver the same to Seller within 30 days of any such termination or default." In addition, extension payments pursuant to the Agreement, as amended, are past due in the amount of $1,000 per month for the payments due July. 26, 2010 through April 26, 2012. The last, and only, $1,000 per month extension payment was received late for the payment due June 26, 2010. The total amount due is: $22,000.00. �� ccp Frey and Wiley Attorneys-,At-Law DG11 Properties, L.P.Ifdlaterstone Properties, L.P. Attn.: Mr. Bradley E. Sinrod Re: NOTICE OF TERMINATION DEMAND FOR PLANS, TEST REPORTS DOCUMENTS & DAMAGES Shover to DGWP Properties, L.P. (Formerly Waterstone Properties, L.P) 62.72 Acres, more or less West Pennsboro and North Middleton Town ships Cumberland County, Pennsylvania July 24, 2012 Page 2 Demand is hereby made for payment is full of the delinquent extension payments, in the amount of $22,000.00. note that attorney's fees are now being incurred and will be added to the amount of the claim pursuant to Section 10.1 of the Agreement. I further note that while the Agreement was assigned from Waterstone to DGWP, there has been no release of Waterstone by the Seller. You are directed to provide the documents, pay the $22,000.00 of extension payments, and cure the defaults immediately, or legal action may be brought against you and further costs and attorney's fees incurred. Sincerely yours, Stephen D. Tiley SDT /tl cc: Mr. Alan D. Shover DGWP Properties, L.P. Mr. Robert Wade 408 West James Street Caldwell Banker Welker Lancaster, PA 17063 Real Estate 1904 South Street Waterstone Properties, L.P. Philadelphia, PA 19146 242 Wingred Foot Drive Bluebell, PA 19422 Mr. Sean T. Malo Exit Platinum Plus Realty 3560 dettysburg Road Camp Hill, PA 17011 OT air SHERIFF'S OFFICE OF CUMBERLAND COUNTY .._ Ronny RAnderson r - Tt(��;'„ � 1 ' 1.Sheriff !�� iU trtir� Jody S Smith 2111 AUC _8 ��: � Chief Deputy ” t ,} Richard W Stewart - ' v L ,,;7-y Solicitor OFFICE OFTPE SVMF- PE-11f4S YLVA NIA Alan D Shover vs. Case Number DGWP Properties, LP(et al.) 2013-3577 SHERIFF'S RETURN OF SERVICE 06/20/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: DGWP Properties, LP, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Lancaster, Pennsylvania to serve the within Complaint& Notice according to law. 06/20/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Dana/Glass Properties, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Lancaster, Pennsylvania to serve the within Complaint& Notice according to law. 06120/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Sequoia Partners, LLC, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Montgomery, Pennsylvania to serve the within Complaint& Notice according to law. 06/20/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Waterstone Properties, LP, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Montgomery, Pennsylvania to serve the within Complaint& Notice according to law. 06/20/2013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Spring Mill Group, LLC, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Montgomery, Pennsylvania to serve the within Complaint& Notice according to law. 06/26/2013 The requested Complaint& Notice served by the Sheriff of Lancaster County upon Victoria Vo, Receptionist,who accepted for Dana/Glass Properties, at 408 West James Street, Lancaster, PA 17603. Mark S. Reese, Sheriff, Return of Service attached to and made part of the within record. 06/26/2013 09:40 AM -The requested Complaint& Notice served by the Sheriff of Lancaster County upon Victoria Vo, Receptionist, who accepted for DGWP Properties, LP, at 408 West James Street, Lancaster, PA 17603. Mark S. Reese, Sheriff, Return of Service attached to and made part of the within record. 07/0312013 Sheriff Ronny R Anderson, being duly sworn according to law, states he made diligent search and inquiry for the within named Defendant to wit: Waterstone Properties, LP, but was unable to locate the Defendant in the Sheriffs bailiwick. The Sheriff therefore deputizes the Sheriff of Montgomery, Pennsylvania to serve the within Complaint& Notice according to law. 07/10/2013 08:35 AM -The requested Complaint& Notice returned by the Sheriff of Montgomery County, the within named Defendant Waterstone Properties, LP, not found. Eileen W. Behr, Sheriff, Return of Service attached to and made part of the within record. 07/11/2013 The requested Complaint& Notice returned by the Sheriff of Montgomery County, the within named Defendant Waterstone Properties, LP, not found. Eileen W. Behr, Sheriff, Return of Service attached to and made part of the within record. 07/11/2013 06:45 AM-The requested Complaint&Notice returned by the Sheriff of Montgomery County, the within named Defendant Sequoia Partners, LLC, not found. Eileen W. Behr, Sheriff, Return of Service attached to and made part of the within record. tc)CountySuite Sheriff,Teleosoft,Inc. 07/11/2013 09:35 AM-The requested Complaint&Notice served by the Sheriff of Montgomery County upon Lauren Sinrod,who accepted for Spring Mill Group, LLC, at 1234 Page Terrace, Villanova, PA 19085. Eileen W. Behr, Sheriff, Return of Service attached to and made,part of the within record. SHERIFF COST: $110.00 SO ANSWERS, August 05, 2013 RON , R ANDERSON, SHERIFF (c)CountyS.uite Sheriff,Teleosoft,Inc. SHERIFF'S OFFICE OF LANCASTER COUNTY Mark S. Reese Brad Harris a�l'$RIFF Sheriff ar""" t " Solicitor Marc Lancaster F, Charles Hamilton Chief Deputy Lieutenant ALAN D SHOVER Case Number vs. DANA/GLASS PROPERTIES (et al.) 2013-3577 SHERIFF'S RETURN OF SERVICE 06/24/2013 02:32 PM-CHECKED RES. NO ANSWER. LEFT CARD. 06/26/2013 09:40 AM-SERVED THE COMPLAINT&NOTICE BY HANDING A COPY TO VICTORIA VO, RECEPTIONIST, WHO ACCEPTED AS"ADULT PERSON IN CHARGE" FOR DGWP PROPERTIES, LP AT 600 CREEKSIDE LANE, LITITZ, PA 17543. SO ANSWERS: DEPUTY JEFF LEAMAN, DEPUTY SHERIFF OF LANCASTER COUNTY, PA. JEFF LEAMAN, DEPUTY 06/26/2013 09:40 AM-SERVED THE COMPLAINT&NOTICE BY HANDING A COPY TO VICTORIA VO (RECEPTIONIST), WHO ACCEPTED AS"ADULT PERSON IN CHARGE" FOR DANA/GLASS PROPERTIES AT 701 CREEKSIDE LANE, LITITZ, PA 17543. SO ANSWERS: DEPUTY JEFF LEAMAN, DEPUTY SHERIFF OF LANCASTER COUNTY, PA. JEFF LEAMAN, DEPUTY SHERIFF COST: $80.41 SO ANSWERS, June 27, 2013 MARK S. REESE, SHERIFF COSTS DATE CATEGORY MEMO CHK# DEBIT CREDIT 06/21/2013 Advance Fee Advance Fee 12048 $0.00 $150.00 06/21/2013 Receiving,Docketing&Return $9.00 $0.00 06/21/2013 Service $9.00 $0.00 06/21/2013 Affidavit $2.50 $0.00 06/21/2013 Deputy Time 2X $20.00 $0.00 06/21/2013 Copies 2X $12.00 $0.00 06/21/2013 Service(Additional Defendant) $6.00 $0.00 06/21/2013 Affidavit-Additional Fees $1.00 $0.00 06/24/2013 Service Mileage $2.83 $0.00 06/26/2013 Service Mileage $9.04 $0.00 06/27/2013 Service Mileage $9.04 $0.00 06/27/2013 Refund $69.59 $0.00 $150.00 $150.00 BALANCE: FRE'Y& TILEY, Plaintiff Attorney (r„C�un'vSuite Sheaf,Teleol-4t.Inc. SHERIFF'S OFFICE OF LANCASTER COUNTY Mark S. Reese ` - Brad Harris flN6Rli��''t Sheriff ' Solicitor �7 .sy % Marc Lancaster ca-=- =, J-*- Charles Hamilton Chief Deputy Lieutenant ALAN D SHOVER Case Number vs. 2013-3577 DANA/GLASS PROPERTIES (et al.) v SERVICE COVER SHEET Service Details_ -� Origin:Cumberland County -v Category: Civil Action -Complaint& Notice Zone: a Manner: Adult in Charge Expires: 07/19/2013 Warrant: Notes: LCSO CLERK:YVETTE TURCO (717)723-4519 m MISC r 2OF2 Serve To: Final Service: N Name: IDGWP PROPERTIES, LP Served: Personally Adult In Charge Posted .Other w Primary 408 WEST JAMES STREET Adult In -4 e v -4 1��0e►�, 'V 6 -4 Address: LANCASTER, PA 17603 Charge: Phone: DOB: Relation: CD Alternate L "l ®� A CIO Date: Time: _l Address: � m Phone: Deputy: Mileage: 6 u' D Attorney/Originator. �--- -- -- - - - -_ . ._ _ m Name: IFREY&TILEY Phone: N Service Attempts: -- -- - --- - -- --- - --- m Date: =i Time: ✓ zz n Mileage: D .Deputy: m Service kqempt Notes: 0 0 2. w 3. m x 4. y 0 5. y m 6. N O W ;y Gainty5aite Sh,­W Telco=_att.Inc. SHERIFF'S OFFICE OF LANCASTER COUNTY Mark S.Reese l Brad Harris �NGRIh" � ," Solicitor Sheriff `_�;'r J5`;.; ate Marc Lancaster d��° t xn Charles Hamilton Chief Deputy 4 Lieutenant ALAN D SHOVER Case Number vs. 2013-3577 DANA/GLASS PROPERTIES(et al.) v SERVICE COVER SHEET z D Service Details: - _ __ Origirr Cumberland County Q Category: ICivil Action -Complaint&Notice I Zone: N Manner: jAdult in Charge - Expires: 07/19/201 7 Warrant. Notes: LCSO CLERK:YVETTE TURCO (717)723-4519 m MISC 1 OF 2 m Serve To: Final Service: _ _ o Name: DANA/GLASS PROPERTIES Served: Personally A It In Cha! .. Posted Other w Prima 40 `WEST JAM TREET Adult In o Primary fckorw.�\/b Address: LANC , A�3 Charge: Phone: DOB: Relation: {e� N�S�► 7dc _ _ Alternate NJ Date: CP Z , � � C.S� ' ( P Time: p� cc cc Address: m Phone: Deputy: L e '1 Mileage: C_ D Attorney/Originator: _ _ m Name: IFREY&TILEY Phone: C0 C0 Service Attempts: --- -- — -- - - m Date: _ Time: z n Mileage: y Deputy. ,� 3 !` w M Se rv" a Attempt Notes: 1. 2. �ch— � � W 3. m x 4. 0 5. m 6. to 0 .a W (c)Countysutte sheriff,Telco-on Inc. SHERIFF'S OFFICE OF UMBE LIB AND COUNTY Ronny R Anderson ®U�,`v Q4 C1114 "I.t.i��a Sheriff Jody S Smith Richard W Stewart Chief Deputy oFrfcE OF THE s'=RIFF Solicitor Alan D Shover Case Number vs. DGWP Properties, LP (et al.) L 2013-3577 0 SERVICE COVER SHEET N an Service Details: C1 Category. Civil Action -Complaint& Notice Zone: X Manner: Deputize Expires: 07/19/2013 Warrant: W Notes: N eF r Q a Serve To: Final Service: J W Name: Waterstone Properties, LP Served: Personally Adult In Charge Posted Other JPrimary 242 Winged Foot Drive Adult In ✓ M Address: Blue Bell, PA 19422 Charge: Q: Lj Phone: DOB: Relation: Alternate Date: ?—l r_ '� Time: p Address: -1 LL �w Phone: Deputy: L J A Mileage: 0 Z Attorney/Originator: N Name: lFrey and Tiley I Phone: 717-243-5838 Service Attempts: Date: 7.10-0 7- I- Time: c? Mileage: M N Deputy: 3 4 5 6 Notes/Special Instructions: c��� ° ��� 130 0--c- w Zt �� �S a. rV1 a........ ... Z Now, June 20, 2013 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Monte 69 to 0 execute service of the documents herewith and make return thereof according to law. �c w Return To: p S a Cumberland County Sheriff's Office One Courthouse Square 1n Carlisle, PA 17013 Ronny R Anderson, Sheriff (c)countySuite h%riff Teleosoft.Inc SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson o�„"ti" Of C111tibf'�,`a Sheriff y Jody S Smith - Richard W Stewart Chief Deputy OPME OF THE sw.ERIFF Solicitor Alan D Shover vs. J Case Number DGWP Properties, LP (et al.) 2013-3577 0 SERVICE COVER SHEET N a) Service Details: o Category: Civil Action -Complaint& Notice Zone: X Manner: Deputize Expires: 07/19/2013 Warrant: W Notes: co 0 rn Q a Serve To: Final Service: 0 Name: ISpring Mill Group, LLC Served. Personally Adult In Charge Posted Other Q Primary 1234 Page Terrace Adult In Address: Villanova, PA 19085 Charge: uT Phone: DOB: Relation: U Q Alternate Date: Time: w Address: aPhone: Deputy: W—GCI I 24� Mileage: a �l Attorney/Originator. M A. N Name: Frey and Tiley Phone: 717-243-5838 Service Attempts Date: n Time: Ln c? Mileage: N Deputy: i ?. 3 5 tic'•' Notes/Special Instructions: Co J "+ISM J C -< S� o © -0a, ----------------------- ° -• c Now, June 20, 2013 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Montgoma�Courlto J execute service of the documents herewith and make return thereof according to law. Z Return'To: W Cumberland County Sheriffs Office vi One Courthouse Square Carlisle, PA 17013 Ronny R Anderson, Sheriff ic;County5uae Sheriff-1'eleosott.htc. _ e �,-� � � ?•'`�-, gib �'�' . 7-1 q-i3 SHERIFF'S OFFICE OF CUMBERLAND COUNTY P Ronny R Anderson CQU,j„nt Clunbc11114fr0 Sheriff Jody S Smith �" Richard W Stewart Chief Deputy OFFICE OF THE SHERIFF Solicitor Alan D Shover Case Number vs. DGWP Properties, LP(et al.) 2013-3577 0 SERVICE COVER SHEET N Service Details: o Category: ICivil Action -Complaint& Notice Zone: X Manner: IDeputize Expires: 07/19/2013 Warrant: W N Notes: n ✓ "� N d' r Q a Serve To: Final Service: J _ W Name: Sequoia Partners, LLC Served: Personally Adult In Charge Posted Other Primary 242 Winged Foot Drive Adult In Lu op Address: Blue Bell, PA 19422 Charge: � r � Ld Phone: DOB: Relation: 0 �-- Alternate Date: 1 Time: pAddress: U. W Phone: Deputy: ��,�,(,( Mileage: 0 Z Attorney/Originator: N Name: jFrey and Tiley Phone: 717-243-5838 Service Attempts: Date: 7-10 -i5 ?- I - 3 n Time: 0 W) c? Mileage: M N Deputy: �� 3 A, v Notes/Special Instructions: � ...� . ----------------------- ------------------- -------------- -------- ..... ----------------...` � ... Q Now, June 20, 2013 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Montgoml%cou o n- execute service of the documents herewith and make return thereof according to law. 1 vow a 0 Return To: en Cy W Cumberland County Sheriffs Office co One Courthouse Square . (((nnn p d Carlisle, PA 17013 Ronny R Anderson, Shoff ic)C u nty5uRC Sheriff 7dcosori.Inc co --t SHERIFF'S OFFICE OF CUMBERLAND COUNTY Ronny R Anderson �ay,�ty 9t Elunf+c��h� Sheriff IF Jody S Smith ;.,r �R Richard W Stewart Chief Deputy 0MCE OFTHE SPERIFF Solicitor Alan D Shover Case Number vs. DGP Properties, I-P (et al.) 2013-3577 W 0 SERVICE COVER SHEET N CD [Service Details: _ o Category: jCIviI Action -Complaint& Notice Zone: X Manner: Adult in Charge Expires: 07/19/2013 Warrant: Notes: v 0 0 r- a a o Serve To:_� Final Service: Name: jwaterstone Properties, LP Served: Personally Adult In Charge Posted Other >- Primary 20 Penarth Road Adult In Q Address: Bala Cynwyd, PA 19004 Charge: J m Phone: DOB: Relation: Q Alternate Date: Time: Address: QPhone: Deputy: Mileage: Z W Attorney/Originator: a _ - - C4 Name: Frey and Tiley Phone: 717-243-5838 Service Attempts: Date: Time: LO c? Mileage: N Deputy: Notes/Special Instructions: «�+ w� DOS 2�0. a wG r - ur dccc� )T( B&F T 010x1j,0a)) CL LAj cam O � GD t�j a C�q��l �. 0...2-C�-{�t. ...6.3.3.J... ' a .... . "' .. Z Now, July 03, 2013 I, Sheriff of Cumberland County, Pennsylvania do hereby deputize the Sheriff of Montg�nery pynji to O execute service of the documents herewith and make return thereof according to law. O -0'� W Return To: OD a Cumberland County Sheriffs Office 3 One Courthouse Square Carlisle, PA 17013 Ronny R Anderson, Sheriff (c)CountySu e Sheriff.TeNosoR.Inc 1 MASANO ♦ BRADLEY By: James E. Gavin, Esquire Attorneys for Defendants, Identification No. 52827 DGWP Properties,LP,Sequoia Partners,LLC, 1100 Berkshire Boulevard, Suite 201 Spring Mill Group, LLC, Dana Glass Wyomissing, PA 19610 Properties,Inc.,t/a DGWP Properties,LP,and (610) 372-7700 Waterstone Properties, L.P. ALAN D. SHOVER, : IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PA CIVIL ACTION - LAW and V. CIVIL ACTION - EQUITY. c DGWP PROPERTIES, LP, SEQUOIA NO. 2013-3577 co PARTNERS, LLC, SPRING MILL GROUP, LLC, DANA GLASS PROPERTIES, INC., t/a DGWP Nr N PROPERTIES, LP, and WATERSTONE r �' PROPERTIES, L.P., Defendants tv * PRAECIPE FOR-ENTRY OF APPEARANCE TO THE PROTHONOTARY: Please enter the appearance of James E. Gavin,Esquire, of Masano ♦ Bradley, on behalf of the Defendants,DGWP Properties,LP, Sequoia Partners,LLC, Spring Mill Group,LLC Dana Glass Properties,Inc.,t/a DGWP Properties,LP,and Waterstone Properties,L.P. Papers may be served at 1100 Berkshire Boulevard, Suite 201, Wyomissing, Pennsylvania 19610. MASANO ♦ BRADLEY s E. Gav' , squire ttorney or Defendants R s A MASANO ♦ BRADLEY By: James E. Gavin, Esquire Attorneys for Defendants, Identification No..52827 DGWP Properties,LP,Sequoia Partners,LLC, 1100 Berkshire Boulevard, Suite 201 Spring Mill Group, LLC, Dana Glass Wyomissing, PA 19610 Properties,Inc.,t/a DGWP Properties,LP,and (610) 372-7700 Waterstone Properties, L.P. ALAN D. SHOVER, : IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PA CIVIL ACTION - LAW and V. CIVIL ACTION - EQUITY DGWP PROPERTIES, LP, SEQUOIA NO. 2013-3577 PARTNERS, LLC, SPRING MILL GROUP, LLC, DANA GLASS PROPERTIES, INC., t/a DGWP PROPERTIES, LP, and WATERSTONE PROPERTIES, L.P., Defendants : CERTIFICATE OF SERVICE I,James E. Gavin,Esquire,hereby certify that I have this 23`d day of August,2013, served a true and correct copy of an Entry of Appearance upon the party listed below,via first class mail,post prepaid: Attorneys for Plaintiff. Stephen D. Tiley, Esquire 5 South Hanover Street Carlisle, PA 17013 MASA/BRAD By: #Jas Fi `w I LE)-OFFICE TR E P_R 0 M N 0 TfA F?y MASANO +BRADLEY 2-01314UG 26 PH�2: torneys for Defendants, By: James E.Gavin,EsquireC Identification No. 52827 ' 1' Uh8kRLAND COjjNpPWP Properties,LP,Sequoia Partners,LLC, I 100 Berkshire Boulevard,SuiteRA�NS YLVANIA Spring Mill Group,LLC,Dana Glass Wyomissing,PA 19610 Properties,Inc.,t/a DGWP Properties,LP,and. (610) 372-7700 Waterstone Properties, L.P. ALAN D. SHOVER, IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY,PA CIVIL ACTION -LAW and V. CIVIL ACTION-EQUITY DGWP PROPERTIES,LP, SEQUOIA NO. 2013-3577 PARTNERS,LLC, SPRING MILL GROUP,LLC, DANA GLASS PROPERTIES,INC.,t/a DGWP PROPERTIES,LP, and WATERSTONE PROPERTIES,L.P., Defendants AGREEMENT PURSUANT TO RULE 237.2 TO EXTEND TIME TO PLEAD FOLLOWING TEN-DAY NOTICE It is agreed that Defendants, DGWP Properties, LP, Sequoia Partners, LLC, Spring Mill Grqup,LLC,Dana Glass Properties,Inc.,t/a DGWP Properties,LP,and Waterstone Properties,L.P., are granted an extension of time through September 20,2013 in which to file: 1. a complaint; X 2. an answer;or 3. an answer or preliminary objections: After the.above date, a judgment of non-pros or by default, as may be appropriate, may be entered upon praecipe without further notice. Date: - ,2�i-- -- —'% � 4 S64phn D. Tiley, Attorney for Plaintiff Date'; ames Gav Gavi s 're Att eys endants MASANO ♦ BRADLEY By: James E. Gavin, Esquire Attorneys for Defendants, Identification No. 52827 DGWP Properties,LP,Sequoia Partners,LLC, 1100 Berkshire Boulevard, Suite 201 Spring Mill Group, LLC, Dana Glass Wyomissing, PA 19610 Properties,Inc.,t/a DGWP Properties,LP,and (610) 372-7700 Waterstone Properties, L.P. ALAN D. SHOVER, : IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PA CIVIL ACTION - LAW and V. CIVIL ACTION - EQUITY DGWP PROPERTIES, LP, SEQUOIA NO. 2013-3577 PARTNERS, LLC, SPRING MILL GROUP, LLC, DANA GLASS PROPERTIES, INC., t/a DGWP PROPERTIES, LP, and WATERSTONE PROPERTIES, L.P., Defendants CERTIFICATE OF SERVICE I, James E. Gavin, Esquire,hereby certify that I have this 23rd day of August,2013,served a true and correct copy of an Agreement Pursuant to Rule 237.2 to Extend Time to Plead Following Ten-Day Notice upon the party listed below, via first class mail, post prepaid: Attorneys for Plaintiff Stephen D. Tiley, Esquire 5 South Hanover Street Carlisle, PA 17013 MASANO ♦ BRADLEY y: ame Ga squire MASANO ♦ BRADLEY By: James E. Gavin, Esquire Attorneys for Defendants, Identification No. 52827 DGWP Properties,LP,Sequoia Partners,LLC; 1100 Berkshire Boulevard, Suite 201 Spring Mill Group, LLC, Dana Glass Wyomissing, PA 19610 Properties,Inc.,t/a DGWP Properties,LP,and (610) 372-7700 Waterstone Properties, L.P. ALAN D. SHOVER, : IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PA CIVIL ACTION - LAW and V. CIVIL ACTION - EQUITY DGWP PROPERTIES, LP, SEQUOIA NO. 2013-3577 PARTNERS, LLC, SPRING MILL GROUP, LLC, r '`' . DANA GLASS PROPERTIES, INC., t/a DGWP PROPERTIES, LP, and WATERSTONE Q PROPERTIES, L.P., „ Defendants . NOTICE TO PLEAD - ' TO: PLAINTIFF, ALAN D. SHOVER YOU ARE HEREBY NOTIFIED TO FILE A WRITTEN RESPONSE TO THE ENCLOSED NEW MATTER WITHIN TWENTY(20)DAYS FROM SERVICE HEREOF OR A JUDGMENT MAY BE ENTERED AGAINST YOU. MASANO ♦ BRADLEY mes . Ga ' squire At ney or Defendants MASANO BRADLEY By: James E. Gavin, Esquire Attorneys for Defendants, Identification No. 52827 DGWP Properties,LP, Sequoia Partners,LLC, 1100 Berkshire Boulevard, Suite 201 Spring Mill Group, LLC; Dana Glass Wyomissing, PA 19610 Properties,Inc.,t/a DGWP Properties,LP,and (610) 372-7700 Waterstone Properties, L.P. ALAN D. SHOVER, : IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PA CIVIL ACTION - LAW and V. CIVIL ACTION - EQUITY DGWP PROPERTIES, LP, SEQUOIA : NO. 2013-3577 PARTNERS, LLC, SPRING MILL GROUP, LLC, DANA GLASS PROPERTIES, INC., t/a DGWP PROPERTIES, LP, and WATERSTONE PROPERTIES, L.P., Defendants THE DEFENDANTS' ANSWER TO THE PLAINTIFF'S COMPLAINT TOGETHER WITH NEW MATTER NOW COMES,the Defendants,DGWP Properties,LP, Sequoia Partners,LLC; Spring Mill Group,LLC,Dana Glass Properties,Inc.,t/a DGWP Properties,LP,and Waterstone Properties,L.P., by and through counsel, answering the Plaintiff s complaint and, in furtherance thereof, states that: 1. Admitted. 2. Admitted. 3. Denied. To the extent that the allegations contained in paragraph 3 refer to filings with the Pennsylvania Corporation Bureau,the same being in writing,they speak for themselves and no.further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. 4. Admitted. 5. Admitted. 6. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 7. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A"are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 8. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 9. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. By way of additional response, it is admitted that a Ten Thousand Dollar ($10,000.00) deposit was made. 10. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit`B". Since Exhibit"B"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"B" are hereby denied. Strict 2 proof thereof, if relevant, is demanded at the time of trial: By way of further response,to the extent that any interest of the Defendant, Waterstone Properties,L.P.,was assigned,it bears no liability in this action. 11. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"C". Since Exhibit"C"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"C" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 12. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"C". Since Exhibit"C"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"C" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 13. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"C". Since Exhibit"C"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"C" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 14. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 3 4 15. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 16. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"D". Since Exhibit"D"is in writing, it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"D" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 17. Admitted. 18. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"D". Since Exhibit"D"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"D"are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 19. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"D". Since Exhibit"D"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"D" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 20. Denied. The allegations contained in paragraph 20 are deemed to be averments of law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant 4 to the Pennsylvania Rules of Civil Procedure. To the extent that a response is nevertheless required, it is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"E". Since Exhibit "E" is in writing, it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"E"are hereby denied. Strict proof thereof,if relevant,is demanded at the time of trial. By way of further response, it is denied that one or all of the Answering Defendants was in default. 21. Denied. After reasonable investigation, the Defendants lack the knowledge or information sufficient to form a belief as to the truth of the allegations contained in paragraph 21. Strict proof thereof, if relevant, is demanded at the time of trial. 22. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"F". Since Exhibit"F" is in writing, it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"F" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 23. Denied. The allegations contained in paragraph 23 are deemed to be averments of law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. 24. Denied. It is specifically denied that there was no contact between the parties. 25. Admitted. 26. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil 5 Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial: 27. Denied. The allegations contained in paragraph 27 are deemed to be averments of law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. 28. Denied. The allegations contained in paragraph 28 are deemed to be averments of law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. 29. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. COUNT I - SPECIFIC PERFORMANCE 30. Denied. The allegations contained in paragraph 30 require no responsive pleading and are, accordingly, denied. 31. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing, it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 32. Denied. The allegations contained in paragraph 32 are deemed to be averments of 6 law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. WHEREFORE,the Defendants,DGWP Properties,LP, Sequoia Partners,LLC,Spring Mill Group,LLC,Dana Glass Properties,Inc.,t/a DGWP Properties,LP,and Waterstone Properties,L.P., respectfully request this Honorable Court to enter judgment in their favor and against the Plaintiff. COUNT II - DAMAGES 33. Denied. The allegations contained in paragraph 33 require no responsive pleading and are, accordingly, denied. 34. Denied. The allegations contained in paragraph 34 are deemed to be averments of law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. 35. Denied. The allegations contained in paragraph 35 are deemed to be averments of law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. 36. Denied. The allegations contained in paragraph 36 are deemed to be averments of law,conclusions of law,or conclusions of fact to which no responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. WHEREFORE,the Defendants,DGWP Properties,LP, Sequoia Partners,LLC,Spring Mill Group,LLC,Dana Glass Properties,Inc.,t/a DGWP Properties,LP,and Waterstone Properties,L.P., respectfully request this Honorable Court to enter judgment in their favor and against the Plaintiff. 7 COUNT III - FORFEITURE OF FIRST DEPOSIT 37. Denied. The allegations contained in paragraph 37 require no responsive pleading and are, accordingly, denied. 38. Denied. After reasonable investigation, the Defendants lack the knowledge or information sufficient to form.a belief as to the truth of the allegations contained in paragraph 38. Strict proof thereof, if relevant, is demanded at the time of trial. 39. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing,it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. 40. Admitted in part, Denied in part. It is admitted that the Plaintiff has attached a writing to its complaint that is marked as Exhibit"A". Since Exhibit"A"is in writing, it speaks for itself and no further responsive pleading is required pursuant to the Pennsylvania Rules of Civil Procedure. Accordingly, all allegations as to the contents of Exhibit"A" are hereby denied. Strict proof thereof, if relevant, is demanded at the time of trial. WHEREFORE,the Defendants,DGWP Properties,LP, Sequoia Partners,LLC,Spring Mill Group,LLC,Dana Glass Properties,Inc.,t/a DGWP Properties,LP,and Waterstone Properties,L.P., respectfully request this Honorable Court to enter judgment in their favor and against the Plaintiff. NEW MATTER 41. The Defendants hereby incorporate by reference their responses to paragraphs 1 through 40 as if set forth in full herein. 8 42. The Plaintiff's complaint fails to state claims upon one or all of the Defendants upon which relief may be granted. 43. The Plaintiff's claims may be barred,in whole or in part,by the doctrine of election of remedies. 44. The.Plaintiff's claims may be barred,in whole or in part,by the parol evidence rules. 45. The Plaintiff's claims may be barred, in whole or in part,by the applicable statute of limitations. 46. The Plaintiff's claims may be barred, in whole or in part, by the doctrine of laches. 47. The Plaintiff's claims may be barred, in whole or in part, by the doctrine of waiver. 48. The Plaintiff's claims may be barred,in whole or in part,by the doctrine or estoppel. WHEREFORE,the Defendants,DGWP Properties,LP, Sequoia Partners,LLC,Spring Mill Group,LLC,Dana Glass Properties,Inc.,t/a DGWP Properties,LP,and Waterstone Properties,L.P., respectfully request this Honorable Court to enter judgment in their favor and against the Plaintiff. MASANO ♦ BRADLEY Jam . G in,ts orne for D dants 9 VERIFICATION 1,BRADLEY E. SINROD,with knowledge of the facts and circumstances,hereby verify that the statements set forth in the foregoing Answer to Plaintiff's Complaint together with New Matter are true and correct to the best of my knowledge, information and belief. I understand that false statements made by me are subject to the penalties of 18 Pa.C.S.A.Section 4904 relating to unworn falsification to authorities. Dated: j &/�/& Bradley E. Sinrod MASANO ♦ BRADLEY By: James E. Gavin, Esquire Attorneys for Defendants, Identification No. 52827 DGWP Properties,LP,Sequoia Partners,LLC, 1100 Berkshire Boulevard, Suite 201 Spring Mill Group, LLC, Dana Glass Wyomissing, PA 19610 Properties,Inc.,t/a DGWP Properties,LP,and (610) 372-7700 Waterstone Properties, L.P. ALAN D. SHOVER, : IN THE COURT OF COMMON PLEAS OF Plaintiff CUMBERLAND COUNTY, PA CIVIL ACTION - LAW and V. CIVIL ACTION - EQUITY DGWP PROPERTIES, LP, SEQUOIA NO. 2013-3577 PARTNERS, LLC, SPRING MILL GROUP, LLC, DANA GLASS PROPERTIES, INC., t/a DGWP PROPERTIES, LP, and WATERSTONE PROPERTIES, L.P., Defendants CERTIFICATE OF SERVICE I, James E. Gavin, Esquire, hereby certify that I have this day of September, 2013, served a true and correct copy of the Defendants' Answer to Plaintiff's Complaint together with New Matter upon the party listed below, via first class mail, post prepaid: Attorneys for Plaintiff Stephen D. Tiley, Esquire 5 South Hanover Street Carlisle, PA 17013 MASANO ♦ BRADLEY By: ames Ga ' , Esquire Stephen D.Tiley,Esquire Supreme Court I.D. No. 32318 Counsel for Plaintiff 5 South Hanover Street Tel: 717-243-5838 Carlisle, Pennsylvania 17013 Fax: 717-243-6441 ALAN D. SHOVER, : IN THE COURT OF COMMON Plaintiff : PLEAS OF CUMBERLAND . COUNTY, PENNSYLVANIA v. DGWP PROPERTIES, LP, : CIVIL ACTION — LAW and SEQUOIA PARTNERS, LLC, SPRING : CIVIL ACTION — EQUITY MILL GROUP, LLC, and DANA/ GLASS PROPERTIES, INC., trading : z,a (-,5 as c� ..,. as DGWP Properties, LP, err, • WATERSTONE PROPERTIES, L.P. -` " Defendants : NO 2013-03577 ANSWER TO DEFENDANTS' NEW MATTER AND NOW, comes Alan D. Shover, by and through his attorneys, Frey and Tiley, and files this Answer to New Matter set forth in the pleading of Defendants verified on September 19, 2013, of which the following is a statement: 41. Denied. The averments set forth in paragraphs 1 through 40 of Defendants' Answer are denied in that they fail to set forth any facts, or new matter, which can be the subject of an admission or denial. By way of further Answer, the averments set forth in paragraphs 1 through 40 of Defendants' Answer set forth conclusions of law to which ne responsive pleading is required. Strict proof at trial is demanded. 42. Denied. The averments of this paragraph set for a conclusion of law to which no responsive pleading is required. Strict proof at trial is demanded. Answer to Defendants'New Matter-Shover v. DGWP, et. al. 1 43. Denied. The averments of this paragraph set for a conclusion of law to which no responsive pleading is required. Strict proof at trial is demanded. 44. Denied. The averments of this paragraph set for a conclusion of law to which no responsive pleading is required. Strict proof at trial is demanded. 45. Denied. The averments of this paragraph set for a conclusion of law to which no responsive pleading is required. Strict proof at trial is demanded. 46. Denied. The averments of this paragraph set for a conclusion of law to which no responsive pleading is required. Strict proof at trial is demanded. 47. T Denied. The averments of this paragraph set for a conclusion of law to which no responsive pleading is required. Strict proof at trial is demanded. 48. Denied. The averments of this paragraph set for a conclusion of law to which no responsive pleading is required. Strict proof at trial is demanded. WHEREFORE, the Plaintiff, Alan D. Shover, prays Your Honorable Court for a judgment in his favor as set forth in Counts I, II, and III of his Complaint. Dated: /,; `� Respectfully submitted, By Ste.hen D. Tiley, Esquire Frey & Tiley Counsel for Plaintiff 5 South Hanover Street Carlisle, PA 17013 (717) 243-5838 Supreme Court I.D.#32318 Answer to Defendants'New Matter-Shover v. DGWP, et. al. 2 VERIFICATION I verify that the statements made in the foregoing Answer to Defendants' New Matter are true and correct, partially upon personal knowledge and partially upon my belief; to the extent language in the Answer is that of my attorneys, I have relied upon my attorneys in making this Verification. I understand that false statements herein are made and subject to the penalties of 18 Pa. C.S. §4904 relating to unsworn falsification to authorities. d C Dated: G9 /, ,29/7 Alan D. Shover Answer to Defendants'New Matter-Shover v. DGWP, et. al. 3