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HomeMy WebLinkAbout02-1659SHAFFER PARK ASSOCIATES, A PENNSYLVANIA GENERAL PARTNERSHIP, Plaintiff HEKBEL, LLC, A NEW JERSEY LIMITED LIABILITY COMPANY Defendant : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. b3'/6 ~'~ CIVIL ACTION NOTICE TO DEFEND 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, order and notice are served, by entering a written appearance personally or by attorney and by 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 fights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO NOT HAVE A LAWYER, OR CANNOT AFFORD ONE, GO TO OR TELEPHONE TIlE OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP. Cumberland County Lawyer Referral Service 2 Liberty Avenue Carlisle, Pennsylvania 17013 (717) 249-3166 Americans with Disabilities Act of 1990 The Court of Common Pleas of Cumberland County is required by law to comply with the Americans with Disabilities Act of 1990. For information about accessible facilities and reasonable accommodations available to disabled individuals having business before the court, please contact our office. All arrangements must be made at least 72 hours prior to any hearing or business before the court. You must attend the scheduled conference or heating. SHAFFER PARK ASSOCIATES, A PENNSYLVANIA GENERAL PARTNERSHIP, Plaintiff HEKBEL, LLC, A NEW JERSEY LIMITED LIABILITY COMPANY Defendant AND NOW COMES the : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : NO. 0J-/bS't~ CIVIL ACTION COMPLAINT Plaintiff, Shaffer Park Associates, a Pennsylvania General Partnership, by and through their attorneys, Irwin, McKnight & Hughes, to make the following Complaint, and in support thereof avers as follows: 1. The Plaintiff Shaffer Park Associates, is a general partnership duly organized and doing business under the laws of the Commonwealth of Pennsylvania with a business address of 906 Newville Road, Carlisle, Pennsylvania 17013. 2. The Defendant, Hekbel, is a limited liability company duly organized and doing business under the laws of the state of New Jersey with a business address of 326 First Street, Suite 202, Annapolis, Maryland 21403. 3. On or about April 11, 2000, the parties entered into a Purchase and Sale Agreement for certain lots and/or parcels of real property located in North Middleton Township, Cumberland County, Pennsylvania. A copy of said Purchase and Sale Agreement is attached hereto and incorporated herein by reference as Exhibit "A". 4. Defendant Hekbel agreed to purchase said real property from seller, Shaffer Park Associates, for the amount of $848,000.00. 5. The Agreement at Paragraph 2(a) required Defendant Hekbel to make an initial earnest money deposit in the amount of $25,000.00. 6. The initial earnest money deposit of $25,000.00 was paid to the escrow agent, Bennett- Williams Realty of Mechanicsburg, Pennsylvania, and has been held by the escrow agent since that time. 7. The Agreement at Paragraph 2(b) required Defendant Hekbel to pay additional earnest money deposits at the conclusion of the initial 90 day feasibility period. The schedule for approval period extensions and schedule of additional earnest money deposits is attached to the Purchase and Sale Agreement as Exhibit B. 8. The Defendant Hekbel was unable to close on the property at the conclusion of the feasibility period and began to make additional earnest money deposits for approval period extensions in accord with Exhibit B of the Purchase and Sale Agreement executed by the parties. 9. The Defendant Hekbel failed to make the additional earnest money deposits for approval period extension numbers 7, 8 and 9, which covered the months of May, June and July, 2001.. 10. In accord with the additional earnest money deposit schedule attached as Exhibit B to the Purchase and Sale Agreement, the additional earnest money deposit amount for approval period extension number 7, May 2001, was $2,500.00; the additional earnest money deposit amount for approval period extension number 8, June 2001, was $2,500.00; and the additional earnest money deposit amount for approval period extension number 9, July 2001, was $10,000.00. 1 I. At the conclusion of the final approval period extension permitted under the Purchase and Sale Agreement at Exhibit B, Plaintiff Shaffer Park Associates, in accord with Paragraph 16(a)(ii) temiinated the Purchase and Sale Agreement by letter dated August 14, 2001. A copy of said letter is attached hereto and incorporated herein and marked as Exhibit "B". 12. Plaintiff Shaffer Park Associates notified Defendant Hekbel orally on several occasions of the outstanding balance of $15,000.00 for additional earnest money deposits and in writing by letter dated October 22, 2001. A copy of said letter is attached hereto and incorporated herein as Exhibit 13. Defendant Hekbel has failed and/or refused to pay to Plaintiff Shaffer Park Associates or the escrow agent the outstanding $15,000.00 for additional earnest money deposit extensions. 14. The Defendant Hekbel has failed and/or refused to sign a standard escrow release agreement by which Plaintiff Shaffer Park Associates can receive the $25,000.00 initial earnest money deposit being held by the escrow agent, Bennett-Williams Realty. 15. Plaintiff Shaffer Park Associates is entitled to the initial earnest money deposit escrow funds pursuant to the Purchase and Sale Agreement due to the fact that Defendant Hekbel was not able to close on the property during the time flame contemplated under said agreement. 16. Plaintiff Shaffer Park Associates is entitled to the outstanding $15,000.00 of additional earnest money deposits in that the Purchase and Sale Agreement remained in effect throughout the time period of those extensions in that the Agreement had not been tct~tfinated by either party. 17. At all times relevant herein, Plaintiff Shaffer Park Associates, was in compliance with all terms, conditions, requirements and covenants under said Purchase and Sale Agreement. 18. Under the Purchase and Sale Agreement, Plaintiff Shaffer Park Associates is entitled to reimbursement of reasonable attorneys fees and costs for this litigation should Plaintiff prevail in this action. 19. Under the Purchase and Sale Agreement, Plaintiff Shaffer Park Associates is entitled to receive all deposit monies owed and owing under said Purchase and Sale Agreement as liquidated damages for Defendant's breach. COUNT I BREACH OF CONTRACT 20. The avct¥~ients of paragraphs one (1) through nineteen (19) of this Complaint are made a part hereof and incorporated herein by reference. 4 21. The parties entered into the above-referenced Purchase and Sale Agreement attached hereto on or about April 11, 2000. 22. The Defendant, by their actions in refusing and/or failing to pay the £mal three additional earnest money deposit extension payments in the aggregate amount of $15,000.00 and their refusing and/or failing to authorize the escrow agent to release the initial earnest money deposit totaling $25,000.00 to Plaintiff in contradiction to the terms of the Purchase and Sale Agreement amounts to a breach of contract by Defendant, Hekbel. 23. The Plaintiff, Shaffer Park Associates, pursuant to the Purchase and Sale Agreement is entitled to certain damages, including but not limited to, receiving the full amount of deposit monies owed or owing under the Agreement and attorneys fees and costs associated with this litigation. WHEREFORE, Plaintiff Shaffer Park Associates respectfully requests that this Honorable Court find in its favor and against Defendant Hekbel on this breach of contract claim and award damages in an amount in excess of mandatory arbitration. Date: April _~, 2002 Respectfully submitted, IRWIN, McKNIGHT & HUGHES Mark D. Schwartz, Esquire Supreme Court I.D. #70216 60 West Pomfret Street Carlisle, PA 17013 (717) 249-2353 Attorney for the Plaintiff, Shaffer Park Associates I~ffRCT:/AS~E AI~'D SALE AGRE£ME~T THIS AGREEMENT is dated for reference purposes only as of the //;r/t' day of April, 2000 and is made and entered by and between Hekbel, LLC a New Jers.ey Limited Liability Company or its assignee (refi~rred to hereinafter as the "Purchaser") and Shatter Park Associate~, a Pennsylvania General Partnership (referred to hereinafter as the "Seller"). RECITALS A. Seller is the owner of those certain lots or parcels of real property located in North Middleton Township, Cumberland County, Pennsylvania, which are referred to hereinafter as the Real Property. B. Purchaser is interested in purchasing the Real Property owned by Seller on the terms and conditions specified herein. NOW, THEREFORE, the parties hereto intending to be legally bound hereby, and in consideration of the Purchase Price set forth below, the foregoing promises, and the mutual covenants of the parties set forth herein, and other good and valuable consideration, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS FOLLOWS: AGREEMENT 1. PURCHASE AND SALE On the terms and conditions set forth herein, Seller shall sell to Purchaser and Purchaser shall purchase from Seller, the following; a. Real Property. The entire property known as Shaffer Business Park including an area along the property lines of Lots #1 and #2 for a high volume entrance to the but not including the remainder of Lot #1, Lot #3, Lot #4 or Lot #5, North Middleton Township, Cumberland County, Pennsylvania, which property is shown on the Final Subdivision Plan dated April 21, 1999 and revised September, 1999 attached hereto as Exhibit A and made a part hereof by this reference which shall be described by metes and bounds on Exhibit A-1 attached hereto and made a part hereof by this reference, together with any appurtenant easements or any additional easements created herein or required hereby which shall be included in the deed of conveyance which form shall be approved by Purchaser (all of which is collectively referred to hereinafter as the "Real Property"); and ERE ERE 0017182 b. Property Rights. Such surveys, licenses, permits, approvals and appurtenances belonging or related solely to the Real Property, including without limitation the right to tap into or connect with and use utility lines, sewer lines, storm water drainage lines and systems, and common roadways and common areas, to the extent that such rights and items are owned by or the property of Seller and can be lawfully transferred and/or assigned unto Purchaser, together with the right to copy and/or use all such items that are in the possession and custody of Seller, but are not owned by or the property of Seller, to the extent that such copying and/or use is not prohibited by law or agreement (all of which is collectively referred to hereinafter as the "Property Rights"; and c. Improvements. All structures, roadways, curbs, utility lines and facilities, and other improvements constructed on the Real Property, which exist thereon as of the Closing Date or are created or required herein, except for public utility lines or common utility lines with easements of record, reserved in prior deeds in the chain of title, together within the right to use all roadways, utility lines and facilities, common areas, structures, and other improvements that serve or are otherwise constructed for the use and benefit of the Real Property (all of which are collectively referred to hereinafter as the "Improvements"). The Real Property, Property Rights and Improvements are sometimes collectively referred to herein as the "Property". 2. PURCHASE PRICE The Purchase Price shall be Eight Hundred Forty Eight Thousand Dollars ($848,000) (the "Purchase Price"). The Purchase Price shall be inclusive of a 6% Brokerage Fee due Bennett- Williams Realty from Seller at Closing. The Purchase Price shall be payable as follows: a. Initial Earnest Money Deposit. Twenty Five Thousand Dollars ($25,000.00) (the "Initial Earnest Money Deposit") shall be payable upon the mutual execution of this Agreement by Purchaser and Seller, and shall be delivered in the form of a check or wire transfer payable to Bennett-Williams Realty, 950 Woodland Street, Mechanicsburg, PA 17055 (collectively referred to hereinafter as the "Escrow Agent"). Ail such funds paid to the Escrow Agent hereunder shall be held by Escrow Agent in an interest bearing escrow account. Such Initial Earnest Money Deposit and the interest accrued thereon shall, subject only to Purchaser's rights under Paragraphs 10.b and 16 of this Agreement, become non-refundable to Purchaser after the conclusion of the Feasibility Period; provided that, at that time, there has been no breach or default by Seller in the performance of its covenants, representations, warranties, and obligations under this Agreement; b. Additional Earnest Money Deposit(s). At the conclusion of the Feasibility Period (as that term is defined below), Additional Earnest Money Deposit(s) as set forth on the Additional Earnest Money Deposit Schedule attached hereto as Exhibit B and made a part hereof by this reference, shall be delivered in the form of a check or wire transfer payable to the Escrow Agent. Such Additional Earnest Money Deposit(s) and the interest accrued thereon shall, subject to Purchaser's rights under Paragraphs 10 and 16 of this Agreement, be non-refundable to Purchaser after the conclusion of the Approval Period(s) (as that term is defined below); provided that, at that time, there has been no breach or default by Seller in the performance of its covenants, representations, warranties, and obligations under this Agreement; c. [purposely omitted] d. The Initial Earnest Money Deposit and all Additional Earnest Money Deposit(s) with any accrued interest earned thereon (collectively, the "Deposit") shall be delivered to Seller and applied against the Purchase Price at 'Closing (as defined below) or remitted to Seller or Purchaser, as appropriate, in accordance with the provisions of this Agreement; and e. Balance of Purchase Price. The remaining balance of the Purchase Price, after the Deposit is applied against the Purchase Price, shall be paid to Seller at the time of Closing by wire transfer. 3. CLOSING Provided that the conditions to Closing set forth in Paragraphs 12 and 13 have been satisfied or waived in writing by the party having the right to do so for whom the condition exits, closing of the purchase of the Property shall occur no later than on the date thirty (30) days following the expiration of the last Approval Period (as that term is defined below) per Exhibit B attached hereto (the "Closing Date"), at such time and place in Cafliste, Pennsylvania as may be mutually agreed upon by Seller and Purchaser. In the event the scheduled Closing Date falls on a Saturday, Sunday or a legal holiday, the Closing Date shall be the next business day thereafter. 4. CONVEYANCE At Closing, Seller shall convey to Purchaser good and marketable title to the Property in fee simple by special warranty deed in a form and substance reasonably acceptable to Purchaser. Title to the Real Property shall be conveyed free and clear of all liens and free from all exceptions or encumbrances other than (i) those approved by Purchaser pursuant to Paragraph 10.a.(ii) of this Agreement, and (ii) an exception for minerals, if any, that are excepted or reserved by prior deeds in the chain of title to the Property. Title to the Property shall be such as will be insurable by a licensed title insurance company at its standard rates. 5. CLOSING COSTS AND PRORATIONS At Closing, Seller and Purchaser shall be responsible for the following costs and prorations: a. Transfer Taxes. Seller and Purchaser shall share equally all transfer taxes due and payable as a result of the sale of the Property. Seller's share of transfer tax is limited to one percent of the herein stated Purchase Price. ERE ERE.C~I718'2 3 b. Recording Fees. Purchaser shall be responsible for all applicable recording fees for its deed and any deed of trust or other such security instrument executed by Purchaser. Seller shall be responsible for all recording fees for any releases and termination statements or other documents recorded to convey clear, marketable title. c. Attorney's Fees. Seller and Purchaser shall each pay their own attorneys' fees and costs, if any. d. Escrow Fees. Purchaser shall pay all escrow fees. e. Real Property Taxes. Real property taxes with respect to the Real Property for the then current tax year shall be prorated on a calendar and/or fiscal year basis, as applicable, in an equitable manner as of the Closing Date. Seller shall be responsible for all ad valorum property taxes, calculated on a calendar and/or fiscal year basis, as applicable, which relate to the period prior to the closing date. Since the fee portion of the Real Property may be divided into a single separate legal tract or Parcel at the Closing or may consist of parts of several existing parcels, said proration of real property taxes shall be calculated based on the latest available tax assessment (or assessments) for the entire tax parcel, if applicable, or assessments on each parcel if separately assessed. f. Special Assessments. If there are any special assessments against the Real Property, such special assessments shall be prorated between the parties hereto on a calendar year basis in an equitable manner as of the Closing Date. g. Title Insurance. Purchaser shall pay the cost of the premium for the Title Policy (as defined below). h. (purposely omitted) i. Brokerage. Seller shall pay all brokerage commissions. 6. POSSESSION At Closing, Purchaser shall be entitled to quiet possession of the Real Property free and clear of all tenancies, and Seller shall execute an Affidavit as to mechanic's liens and possession in a standard form customary for Pennsylvania title insurers. 7. REPRESENTATIONS AND WARRANTIES OF SELLER Seller does hereby represent and warrant to Purchaser as follows; a. Status. Seller is a General Partnership duly organized and validly existing under the laws of the State of Pennsylvania and is in good standing thereunder. EKE.ER£ 0017182 4 b. Authority. Seller has full power and authority to enter into this Agreement and all related documents hereto, and to carry out and consummate the transactions contemplated herein and the same do not result in a breach of the terms and conditions of nor constitute a default under or violation of Seller's Partnership Agreement or any law, regulation, court order, mortgage, deed of trust, note, bond, indenture, agreement, license or other instrument or obligation to which Seller is a party or by which its assets may be bound or affected. This Agreement is valid, binding and enforceable as against Seller in accordance with its terms, except as such enforceability may be affected by bankruptcy, receivership or creditors' rights laws generally. At or before Closing, Seller shall deliver unto Purchaser true and complete copies of the resolutions adopted by Seller which authorize this transaction. c. Health and Safety. Seller has not received any written notification from the Department of Building and Safety, Health department, or any other City, County, State or Federal authority having jurisdiction over the Property, requiring any work to be performed except as is required under its plan approval, or otherwise affecting the Property, or indicating that the Property is in violation of any laws, regulation or order, or indicating any intent to condemn the Property or any portion of the Property with the exception of verbal notification that Calvalry Road is scheduled to be widened d. Title. Seller has good and marketable title to the Real Property, which title as of the Closing Date, will be free and clear of all liens and encumbrances other than (i) those approved by Purchaser pursuant to Paragraph 10.a.(ii) of this Agreement, and (ii) an appropriate exception, reasonably acceptable to Purchaser, for minerals, if any, that are excepted or reserved by prior deeds in the chain of title. It is understood and agreed that: notwithstanding any other provision of this Agreement, Seller's consensual liens against the Premises (e.g., deeds of trust executed by Seller) shall remain as exceptions to title until Closing; at Closing such consensual liens shall be released as to the Property, so as to allow Seller to convey good and marketable title free and clear of all liens and encumbrances; and the failure of. Seller to obtain and deliver recordable releases for such consensual liens at Closing shall be a material breach hereunder. e. Litigation. There is no litigation, investigation, or other proceeding pending or, to the best of Seller's knowledge, threatened against or relating to the Property and/or Seller which is material to the Property or this Agreement. In the event that a lien, claim, or cause of action affecting the Property should arise prior to the Closing, and Purchaser elects not to terminate this Agreement as a result thereof, Seller, at its sole cost and expense, shall indemnify, defend and hold the Purchaser harmless therefrom, including without limitation, reasonable attorneys' fees, costs and expenses. f. Environmental Matters. Seller has not released into the environment, or discharged, placed or disposed of any such hazardous materials, substances or wastes (as defined from time to time under any applicable federal, state or local laws, regulations or ordinances) or caused the same to be so released into the environment or discharged, placed or disposed of, at, on or under the Property, and to the best of Seller's knowledge: (i) no hazardous materials, ERE ER.E.O017182 5 substances or wastes are located on the Property or have been released into the environment or discharged, placed or disposed of in, on or under the Property, (ii) no underground storage tanks are or have been located on the Property, (iii) the Property has never been used as a dump for waste material, and (iv) the Property and its prior uses comply with, and at all times have complied with, any and all applicable governmental laws, regulations and requirements (collectively, the "Environmental Laws") relating to environmental and occupational health and safety matters and hazardous materials, substances or wastes. g. (purposely omitted) h. Special Assessments. Seller has received no notice and has no knowledge of any pending special assessments to be made against the Property by any governmental authority. i. Tenancies. As of the date of this Agreement, none of the Property is under lease to any person, firm, or entity; and, no oral or written agreements have been or will, during the term of this Agreement, be entered into by Seller which commit to lease all or any portion of the Real Property. To the best of Seller's knowledge, there is no adverse possession of all or any part of the Property. j. Mechanic's Liens. There are no unpaid bills or claims in connection with any construction or other work performed on the Property or any material or supplies furnished to improve the Property nor shall there be any on the Closing Date. Seller shall satisfy any and all mechanic's or materialmens liens filed against the Property, or any part thereof, on or prior to Closing and shall indemnify and hold harmless and protect the Purchaser from any and all loss arising from or related to any such liens, except for any such liens that are caused by the act or neglect of Purchaser, its agents, contractors, subcontractors or others acting on behalf of Purchaser (it being understood and agreed that, for purposes of this provision, Seller, its employees, agents, contractors, and subcontractors shall not be considered to be acting on behalf of Purchaser in performing the site preparation contemplated hereunder). In the event that a mechanic's lien is filed against the Property as a result of the act or neglect of Purchaser, its agents, contractors, subcontractors or others acting on behalf of Purchaser, then Purchaser shall indemnify and hold harmless and protect the Seller from any and all loss arising from or related to any such liens. k. Taxes and Tax Returns. All tax returns and related filings of any kind required to be filed by Seller prior to the Closing Date will respect to its ownership of the Property have been or will be as of the Closing Date properly completed and timely filed in material compliance with all applicable requirements and all taxes of other obligations which are due and payable by Seller have been, or as of the Closing Date, will be timely paid. 1. Zoning. The current zoning for the fee portion of the Real Property is HW - Highway Commercial. m. Restrictive Covenants. As of the date of this Agreement and on the date of Closing, the shall be no reservations and/or restrictive covenants affecting the Real Property. n. [purposely omitted] o. [purposely omitted] n. Performance. Seller has the financial assets and ability to perform this agreement in all respects, including but not limited to the indemnity and hold harmless provisions. p. Compliance with Law. Seller shall comply with all federal, State, and local laws and ordinances applicable to the performance of any action to be taken by Seller pursuant hereto. 8. REPRESENTATIONS AND WARRANTIES OF PURCHASER Purchaser does hereby represent and warrant to Seller as follows: a. Status. Purchaser is a Limited Liability Company duly organized and validly existing under the laws of the State of New Jersey and is in good standing thereunder. b. Authority. Purchaser has the full power and authority to enter into this Agreement and all related documents hereto, and to carry out and consummate the transactions contemplated herein and the same do not result in a breach of the terms and conditions of nor constitute a default under or violation of Purchaser's corporate charter, bylaws, or any law, regulation, court order, mortgage, deed of trust, note, bond, indenture, agreement, license or other instrument or obligation to which Purchaser is a party or by which Purchaser or any of its assets may be bound or affected. This Agreement is valid, binding and enforceable as against Purchaser in accordance with its terms, except as such enforceability may be affected by bankruptcy, receivership or creditors' rights laws generally. c. Litigation. There is no litigation, investigation or other proceeding pending or threatened against or relating to Purchaser, its properties or business which is material to this Agreement, or which would prevent Purchaser from performing its obligations hereunder. d. Environmental Matters. Purchaser represents, warrants, covenants and agrees that Purchaser will not release into the environment, or discharge, place or dispose of any such hazardous materials, substances or wastes or cause the same to be so released into the environment or discharged, placed on or disposed of, at, on or under the Real Property, except in accordance with, and in full compliance with, any and all applicable governmental laws, regulations, and requirements (collectively, the "Environmental Laws") relating to environmental and occupational health and safety matters and hazardous materials, substances or wastes (as those terms are defined from time to time under any applicable federal, state or local laws, regulations or ordinances). Purchaser represents, warrants, covenants and agrees that it will (i) not locate underground storage tanks on the Real Property, (ii) not use the Real Property as a dump for waste material, and (iii) will use the Real Property at all times in compliance with all Environmental Laws. e. [purposely omitted] f. Compliance with Law. Purchaser shall comply with all federal, State, and local laws and ordinances applicable to the performance of any action to be taken by Purchaser pursuant hereto. 9. COVENANTS OF SELLER Seller does hereby covenant and agree as follows: a. Pre-Closing. Between the date hereof and the Closing Date: (i) As soon as practicable but in no event later than fifteen (15) days following the mutual execution of this Agreement, Seller shall provide Purchaser with copies of the following documents relating to the Real Property to the extent that the same are in Seller's possession or reasonable control (collectively, the "Property Documents"): all title reports, commitments and policies and copies of all documents creating exceptions thereto or encumbrances thereon; all permits, licenses and other governmental approvals and entitlements relating solely to the use and/or development of the Real Property, including without limitation all County ordinances or approvals relating to the zoning status of the fee portion of the Real Property and the subdivision of the fee portion of the Real Property; true and complete copies of such environmental reports and soils reports regarding the Real Property as are in the possession, custody or control of Seller or its consultants. (iv) Satisfy, discharge, and obtain a Release in recordable form of all liens which encumber or apply to the fee portion of the Real Property (or any part thereof), other than those approved by Purchaser pursuant to Paragraph 10/a.(ii) of this.Agreement and liens for ad valorem real estate taxes which are not then due or payable; and obtain from the holder of any lien that encumbers or applies to the residue of the Real Property (or any part thereof) a subordination, non-disturbance, and recognition agreement ("SNDRA") or partial release in recordable form or such other similar document as is acceptable to Purchaser and the Title Company, which SNDRA, partial release, or other document shall recognize the easements, fights-of-way, and rights that are to be conveyed or granted unto Purchaser pursuant hereto, subordinate or release any such lien as to said easements, rights-of-way, and rights of Purchaser, and, ifa SNDRA is used, state that said easements, rights-of-way and rights of Purchaser shall not be disturbed in the event of foreclosure upon or enforcement of such lien; (v) File all tax returns, reports and filings required to be filed by Seller and timely pay all taxes or other obligations which are due and payable with respect to the Real Property; (vi) Not take any action inconsistent with its obligations hereunder; ERE'ERE'0017189 8 (vii) Seller shall cooperate in, and when required by this Agreement or where otherwise necessary, execute such planning and zoning applications, applications for special use permits, applications for plat approval, other plats and documents as are required to secure zoning, special use permit, and site plan approval all of which shall be at Purchaser's sole expense; (viii) Seller shall take those steps which are necessary to clear title to the Real Property so that fee simple title, good of record and in fact and insurable at standard rates, may be' conveyed to Purchaser at Closing, subject only to (i) those title encumbrances approved or waived by Purchaser pursuant to Paragraph 10.a.(ii), and (ii) an appropriate exception, reasonably acceptable to Purchaser, for minerals, if any, that are excepted or reserved by prior deeds in the chain of title. b. Closing. On the Closing Date, Seller agrees to: (i) Execute and deliver to Purchaser the warranty deed described in Paragraph 4 and such other instruments as shall be reasonably required by Purchaser, the Title Company or Purchaser's lender to transfer the Real Property to Purchaser, including but not limited to the following: (i) an affidavit of Non-Foreign Status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended; (ii) a standard ALTA form Owner/Seller Affidavit; (iii) a Tax Information Reporting Service form setting forth sufficient information to complete an IRS 1099 form, including such information as Seller's name, address, social security or F.E.I. Number, and the gross sales proceeds and commissions paid by Seller; (iv) settlement statements evidencing the transaction contemplated hereby; and (v) certificates of incorporation, certificates of good standing, corporate authorizations and incumbency resolutions or written consents in lieu thereofi and any other documents that may be reasonably required by the Title Company; and (ii) Pay any Closing costs for which it is responsible under Paragraph 5. c. Post-Closing After the Closing Date, Seller agrees to:. i. Take such actions and properly execute and deliver to Purchaser such further instruments as may be reasonably necessary to evidence the transfer of the Real Property and/or to better, more perfectly and absolutely convey and assure said Real Property unto Purchaser. 10. COVENANTS OF PURCHASER Purchaser does hereby covenant and agree as follows: a. Pre-Closing. Between the date hereof and the Closing Date, Purchaser will not take any action inconsistent with its obligations hereunder and will: mxli (i) [purposely omitted] ERE.ERE 0017182 9 (ii) Title. Purchaser will, at Purchaser's sole cost and expense, instruct Commonwealth Title (the "Title Company") to issue a commitment for title insurance (including copies of all exception documents referenced in said commitment) in an amount equal to the Purchase Price, which commitment shall provide for the issuance of a final title policy as of the Closing Date, subject to no liens or encumbrances, other than those which may be approved by or are acceptable to Purchaser (the "Title Commitment"),the standard survey exceptions, or which are created by Purchaser. Within fifteen (15) days following Purchaser's receipt of (i) the Title Commitment, (ii) best available and most legible copies of all exception documents referenced in the Title Commitment, and (iii) the Survey, Purchaser shall notify Seller of any items referenced in the Title Commitment and the Survey to which it disapproves. Within ten (10) days of Seller's receipt of Purchaser's objections, Seller shall advise Purchaser in writing as to whether it intends to correct the defects to which Purchaser has objected. If Seller refuses to correct some or all of such defects or fails to notify Purchaser within said ten (10) day period regarding its intentions to correct the disapproved matters, Purchaser shall have fifteen (15) days following the earlier to occur of (i) Purchaser's receipt of Seller's written notice regarding its refusal to correct the disapproved matters or (ii) the expiration of said ten (10) day period, to advise Seller of Purchaser's decision to Close, notwithstanding such defects, or to terminate this Agreement. In the event Purchaser fails to timely advise Seller of its intention to terminate this Agreement, or elects to close notwithstanding such defects, Purchaser shall be conclusively deemed to have waived such title defect(s). In the event of any such termination, Purchaser shall be entitled to the return of the Deposit whereupon the parties shall have no further rights or obligations hereunder. b. Feasibility Study. Purchaser may conduct, at it sole cost and expense, a feasibility study of the Property (the "Feasibility Study"), which study may include but shall not be limited to, (i) reviewing and approving all Property Documents required to be provided to Purchaser by Seller, and (ii) commencing such engineering and soils studies, environmental assessments, utilities investigations, wetlands investigations, if applicable, surveys and regulatory reviews, and any other test, study or investigation as Purchaser deems appropriate for its intended development. Within ninety (90) days following the mutual execution of this Agreement (the "Feasibility Period"), Purchaser shall have approved or disapproved the results of said Feasibility Study. In the event Purchaser disapproves the Feasibility Study, Purchaser shall have the right to terminate this Agreement, which right shall be exercised, if at all, within five (5) business days after the last day of the Feasibility Period. Upon such termination, Purchaser shall be entitled to the return of the Deposit whereupon the parties shall have no further rights or obligations hereunder. It is understood and agreed that, notwithstanding any other provision of this Agreement, at any time during the Feasibility Period, Purchaser shall, in its sole discretion, be entitled to terminate this Agreement and receive a full refund of such Initial Earnest Money Deposit together with the interest accrued thereon. If Purchaser does not Close on the Property for any reason other than Seller's breach of its obligations under this Agreement, then all studies conducted during the Feasibility Study shall become the property of the Seller. Seller hereby grants to Purchaser and/or its agents, consultants and contractors the right to enter the Property for the purpose of performing such tests, studies, assessments and investigations as Purchaser determines necessary in connection with its Feasibility Study of the Property; provided, however, that the activities conducted by Purchaser and/or any of its agents, consultants or contractors shall not materially change or alter the character of the Property. Seller agrees to fully cooperate with Purchaser concerning the components of the Feasibility Study. Purchaser agrees to defend, indemnify and hold Seller harmless from all claims arising in connection with Purchaser's entry onto or study of the Property during the Feasibility Period or at any other time prior to Closing; excepting only those claims arising as a result of or contributed to by Seller's negligence, and with regard to such claims the foregoing indemnity shall apply to the extent of Purchaser's, its agents, and employee's negligence. Purchaser shall provide liability insurance with Seller as additionally insured The immediately preceding provision regarding indemnity shall survive the Closing or the termination, expiration or other cessation of this Agreement for a period of three years; Provided that a particularly identified and described claim for indemnification made within such three year period shall continue to survive until final adjudication or resolution thereof. Approvals. Except as otherwise provided, upon or before completion of the Feasibility Period, Purchaser shall commence and use commercially reasonable efforts to obtain all necessary zoning, subdivision, site plan and building approvals and permits and any other requisite governmental or quasi-governmental approvals necessary or desirable for development of the Real Property for Purchaser's intended use (collectively referred to herein as "Approvals"). In the event Purchaser does not obtain the Approvals within two hundred seventy (270) days following conclusion of the Feasibility Period, then Purchaser, upon notice to Seller, may terminate this Agreement, whereupon the entire Deposit together with the interest accrued thereon, shall be payable to Seller; provided however that, in the event Purchaser terminates this Agreement and does not Close hereunder due to Seller's prior breach or default in the performance of its obligations under this Agreement, then the entire Deposit together with the interest accrued thereon shall be refunded to Purchaser. d. Closing. On the Closing Date, Purchaser agrees that it will accept delivery of the deed and deliver the balance of the Purchase Price due at Closing together with its share of the Closing costs as herein provided. 11. MUTUAL COVENANTS Seller and Purchaser mutually covenant and agree as follows: a. Fulfillment of Conditions. If any event should occur, either within or without the knowledge or control of either party, which would prevent fulfillment of the conditions to Closing provided for herein, to use its reasonable efforts to cure the same as expeditiously as possible~ b. Governmental Consents. To cooperate fully with each other in taking any actions ERE ER£ 0017182 1 1 which are or may be necessary to obtain the consent of any government instrumentality or any third party or to accomplish the transaction contemplated by this Agreement; and c. Escrow Instructions. To execute and deliver written instructions to Escrow Agent if necessary or desirable to complete the purchase and sale of the Property. 12. PURCHASER'S CONDITIONS AT CLOSING The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction by Seller or to the waiver by Purchaser of the following conditions: a. Seller's Representations and Warranties. Seller's representations and warranties set forth herein shall be true in all material respects at and as of the Closing Date. b. Seller's Performance. Seller shall have performed all of its obligations hereunder which are required to be performed as of the Closing Date. d. Title Policy. The Title Company shall issue to Purchaser as of the Closing Date, an ALTA Extended Owner's Policy of Title Insurance for the Property (the "Title Policy") which Title Policy shall have a policy amount of not less than the amount of the Purchase Price and the estimated cost of the Facility and be in a form acceptable to, and include such endorsements, affirmative coverage, and other modifications required by Purchaser and Purchaser's lender (including any REIT, as defined in Paragraph 20, below). Without limiting the generality of the foregoing, such Title Policy shall be subject to no exceptions other than (i) those of the usual printed exceptions which are acceptable to Purchaser (parties in possession and mechanics' lien exceptions being specifically unacceptable to Purchaser), (ii) those exceptions to which Purchaser has not objected as provided for in Paragraph 10.a.(ii) above, and (iii) an appropriate exception, reasonably acceptable to Purchaser, for minerals, if any, that are excepted or reserved by prior deeds in the chain of title. e. Feasibility Studies. The status of the Property shall not have changed subsequent to the expiration of the Feasibility Period, in any way which would adversely affect Purchaser's intended development. f. Approval Period. The status of any Approval shall not have changed subsequent to the expiration of the Approval Period, in any way which would adversely affect Purchaser's intended development. g. Zoning. On or before the Closing Date, Purchaser shall have satisfied itself in its sole and absolute discretion that its intended development on the Property is permitted under the Property's current zoning. The zoning designation of the Property shall not have changed subsequent to the mutual execution of this Agreement, in any way which would adversely affect Purchaser's intended development. Eg~.£~.com~2 12 h. Board Approval. Prior to the conclusion of the Feasibility Period, Purchaser shall have obtained the approval of its Board of Directors to the acquisition of the Property pursuant to the terms of this Agreement. If this Agreement is not terminated on or before the last day of the Feasibility Period, then this condition shall be deemed satisfied. i. Readiness for Construction. Upon the Closing Date, there shall exist no impediments that would delay the commencement of construction of the improvements contemplated to be constructed by Purchaser, which are caused by or result from any act or omission of Seller, its employees, agents, contractors and/or subcontractors. j. [purposely omitted] m. (purposely omitted) 13. SELLER'S CONDITIONS TO CLOSING The obligation of Seller to convey the Property to Purchaser shall be subject to the satisfaction by Purchaser or the waiver by Seller of the following conditions: a. Purchaser's Representations and Warranties. Purchaser's representations and warranties set forth herein shall be true at and as of the Closing Date. b. Purchaser's Performance. Purchaser shall have performed all of its obligations hereunder which are required to be performed as of the Closing Date. 14. INDEMNIFICATION BY SELLER Seller shall indemnify, defend and hold Purchaser harmless from and against: a. Obligations Existing as of Closing Date. Any and all damage, loss or liability resulting from any obligations relating to Seller's ownership of the Property which are deemed to exist as of the Closing Date, excepting ad valorem real estate taxes not then due or payable. It being understood and agreed that Seller shall not be responsible to indemnify Purchaser for any damage, loss or liability resulting from or associated with any mineral ownership, rights and privileges in and to the Property that are not owned by Seller. b. Breach of Representations and Warranties. Any and all damage, loss, or liability resulting from any material breach of any representation, warranty or covenant made by Seller in this Agreement or nonfulfillment of any agreement on the part of Seller under this Agreement or from any misrepresentation in or omission from any certificate furnished or to be furnished to Purchaser hereunder; c. Fees and Expenses. Any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses, including, but not limited to, reasonable attorneys' fees, incident to any of the foregoing. For purposes of Paragraph 14.a., an obligation shall be deemed to "exist" as of the Closing Date if it relates to events which occurred prior to the Closing Date even if it is not asserted until after the Closing Date. 15. INDEMNIFICATION BY PURCHASER Purchaser shall indemnify, defend and hold harmless Seller from and against: a. Obligations Occurring Atter the Closing Date. Any and all obligations relating to the ownership of the Property accruing on or after the Closing Date; b. Breach of Representations and Warranties. Any and all damage, loss or liability resulting from a material breach of any representation, warranty or covenant of Purchaser in this Agreement or nonfulfillment of any agreement on the part of Purchaser under this Agreement or from any misrepresentation in or omission from any certificate furnished or to be furnished to Seller hereunder; and c. Fees and Expenses. Any and all actions, suits, proceedings, demands, assessments, judgments, costs and legal and other expenses, including, but not limited to, reasonable attorneys' fees, incident to any of the foregoing. Except as to obligations occurring after the Closing Date as set forth in item a. of this Paragraph, Purchaser's agreement to indemnify Seller shall survive the Closing for a period of three years from the Closing Date, provided that a particularly identified and described claim for indemnification made within three years from Closing shall continue Io survive until adjudication or resolution thereof. 16. TERMINATION a. Termination by Parties. This Agreement may be terminated and the transaction contemplated herein abandoned at any time prior to Closing; (i) By mutual agreement of the parties; (ii) By Seller, if any of the conditions set forth in Paragraph 13 shall have become incapable of fulfillment prior to the Closing Date or such earlier date as may be specifically provided for the performance thereof (as the same may be extended) through no fault of Seller and the same shall not have been waived by Seller; (iii) By Purchaser, if any of the conditions set forth in Paragraph 12 shall have become incapable of fulfillment prior to the Closing Date or such earlier date as may be specifically provided for the performance thereof (as the same may be extended) through no fault of Purchaser and the same shall not have been waived by Purchaser; or (iv) By either Seller or Purchaser in the event of a material breach by the other party of its obligations hereunder. b. Material Damage or Destruction. In the event that prior to the Closing Date, a material portion of the Property shall have been damaged or destroyed or shall have been taken or condemned by any public or quasi-public authority under the power of eminent domain, Purchaser shall have the right to terminate this Agreement on written notice to Seller which notice must be delivered within ten (10) days after Purchaser receives notice of such damage, destruction or condemnation. In the event Purchaser fails to exercise its termination rights hereunder, then it shall be conclusively deemed to have waived said right and Seller shall assign to Purchaser all of its rights to any insurance proceeds or condemnation award and all claims in the connection therewith. In the event Purchaser exercises its termination right hereunder, the Deposit shall be returned to Purchaser, whereupon the parties shall have no further rights or obligations hereunder and Purchaser shall have no rights in or to any condemnation award or proceeding. c. Notice. Neither party to this Agreement may claim termination or pursue any other remedy referred to herein on account of a breach of a condition, covenant or warranty by the other, without first giving such other party written notice of such breach and not less than ten (10) days within which to cure such breach. The Closing Date shall be postponed, if necessary, to afford such opportunity to cure. d. Seller's Liquidated Damages. In the event of a breach by Purchaser of its obligations hereunder, Seller's sole remedy shall be to terminate this Agreement and to retain the Deposit as full and complete liquidated damages, the parties acknowledging and agreeing that the amount of damages which Seller may incur as a result of such breach, may be difficult to ascertain and that the amount of the Deposit is a reasonable and fair estimate thereof, after which the parties shall have no further rights or obligations hereunder. e. Purchaser's Remedies. In the event of a breach by Seller of its obligations hereunder, Purchaser shall have the right either to (i) terminate this Agreement and receive a full refund of the Deposit; (ii) seek specific performance of Seller's obligations hereunder; (iii) seek damages for Seller's breach of its obligations hereunder in an amount not to exceed the amount of the Deposit and/or (iv) any combination of (i) (ii) and (iii) above. In the event of the termination of this Agreement by Purchaser as a result of a failure of any of the Purchaser's conditions as set forth in Paragraph 12 above, Purchaser shall be entitled to a full refund of the Deposit. The parties acknowledge and agree that the amount of damages which Purchaser may incur as a result of a breach by Seller may be difficult to ascertain and that the damages set forth above are a reasonable and fair estimate thereof, and that after such damages have been paid the parties shall have no further rights or obligations hereunder. 17. BROKER Purchaser and Seller covenant and agree that neither party has incurred any real estate brokerage fees or commissions arising out of this Agreement or the transaction contemplated hereby except for the fees and commissions of Bennett-Williams Realty (the "Broker") incurred by Seller and payable by Seller at Closing pursuant to a separate agreement not incorporated herein. Seller and Purchaser agree to indemnify defend and hold harmless the other party against any claim for any commission or fee made by any broker. 18. NOTICES Any notice, request or other communication to be given by any party hereunder shall be in writing and shall be sent by registered or certified mail, postage prepaid, by overnight courier guaranteeing overnight delivery or by facsimile transmission (if confirmed verbally or in writing by mail as aforesaid), to the following address: To Seller: Telephone No.' Facsimile No.: Larry E. Foote 35 E. High Street Suite 101 Carlisle, PA 17013-3052 717-249-2758 717-256-4701 With Copies to: Telephone No.: Facsimile No.: Edward Schorpp Attorney At Law 127 W. High Street Cai'lisle, PA 17013 717-243-9258 717-243-8694 To Purchaser: Hekbel, LLC 326 First Street, Suite 202 Annapolis, Maryland 21403 Attn: Mr. Chris Bell or l¥1ryK-eith-Misner Telephone No.: (410) 626-9607 or 410-626-9609 Facsimile No.: (410) 626-1050 With copies to: Joseph L. Basralian, Esq. Winne, Banta, Rizzi, Basralian, PC 25 Main Street PO Box 647 Hetherington & ERE.ERE.0017182 16 Facsimile No.: Hackensack, NJ 07602 201-525-9460 Notice shall be deemed given upon receipt or refusal if sent by mail, or by overnight courier and on receipt if sent by confirmed facsimile. 19. AMENDMENT AND MODIFICATION This Agreement may not be amended or modified in any respect whatsoever except by instrument in writing signed by the parties hereto. This Agreement constitutes the entire agreement between the parties hereto and supersedes all prior negotiations, discussions, writings and agreements between them. 20. ASSIGNMENT Purchaser shall have the right to assign its rights and delegate its obligations hereunder without the prior written consent of Seller, provided that the assignee has adequate financial ability to perform Purchaser's obligations under this Agreement and agrees in writing to assume all of the obligations of Purchaser hereunder from and after the effective date of said assignment. In the event of any permitted assignment, Hekbel, LLC, shall be relieved and released from any and all further obligations and/or liability hereunder. In the event of any such assignment, all of the references to Purchaser herein shall be deemed to be references to Purchaser's assignee, the representations set forth in Paragraph 8 shall be revised accordingly and the terms of this Agreement shall be binding upon and inure to the benefit of and be enforceable by and against said assignee. Notwithstanding the foregoing, Purchaser shall also have the right, on notice to Seller, to assign all or portions of its rights hereunder to a REIT in connection with its purchase and/or financing of the transaction provided for herein, it being understood and agreed that in the event of such an assignment to the REIT, the only right which the REIT will assume is Purchaser's obligation to pay the Purchase Price in accordance with the terms hereof and that, in any event, Purchaser shall not be relieved of any other obligations hereunder in the event of such an assignment to the REIT. 21. WAIVER The waiver by any party of any breach of any of the provisions of this Agreement shall not constitute a continuing waiver or a waiver of any subsequent breach of any provision of this Agreement. 22. INCORPORATION BY REFERENCE Each recital and Exhibit set forth or referenced in this Agreement is incorporated and becomes an integral part of this Agreement. 23. CAPTIONS The captions of this Agreement are for convenience of reference only and shall not define or limit any of the temxs or provisions hereof. 24. SURVIVAL The terms and provisions of this Agreement shall survive payment of the Purchase Price and delivery of the Deed and thereafter remain binding on both Seller and Purchaser to the extent provided herein. 25. .4.TTORNEYS' FEES If any litigation or other proceedings are commenced between parties to this Agreement regarding the rights and duties of any party pursuant to, related to or arising from this Agreement, then the prevailing party with respect to the litigation or other proceedings, shall be entitled, in addition to the relief granted, a reasonable sum for attorneys' fees and costs of the litigation or other proceedings. 26. GOVERNING LAW This Agreement shall be governed by and construed in accordance with the laws of the State of Pennsylvania. 27. SEVERABILITY Should any one or more of the provisions of this Agreement be determined to be invalid, unlawful or unenforceable in' any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby. 28. COUNTERPARTS This Agreement may be executed in any number of counterparts, each of which shall be an original; but such counterparts shall together constitute but one and the same instrument. 29. TIME OF THE ESSENCE, DATES. Time is of the essence with regard to this Agreement. If this Agreement calls for, or establishes, a day or date on which an event occurs, or by which an action must be taken, and such day or date falls on a Saturday, Sunday or legal holiday (defined to be any day on which the United States Postal Service does not deliver regular mail), such day or date shall be, for the purposes of the Agreement, the next business day thereafter. EILE.ERE.0017182 18 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth opposite each party's signature below and the last date of execution shall be deemed the date of"mutual execution" as such term is used herein. PURCHASER: Hekbel, LLC, a New Jersey Limited Liability Company Dated: Its: SELLER: Shaft'er Park Associates a Pennsylvania Limited Partnership Noll Associates, Partner c4~,Ivf<~M Investments~ P~artner -' Its: Dated: EXHIBIT B ADDITIONAL EARNEST MONEY DEPOSIT SCHEDULE Deposits and Timing: Initial Feasibility Period Conclusion of Feasibility Period Start of Approval Period Approval Period Extension #1 Approval Period Extension #2 Approval Period Extension #3 Approval Period Extension #4 Approval Period Extension #5 Approval Period Extension #6 Approval Period Extension #7 Approval Period Extension #8 Approval Period Extension #9 Total For Closing Day $ Deposit 1 - 90 $25,000 90 91 120 150 180 210 240 270 300 330 360 390 At Risk NO $25,000 (from above) YES $10,000 YES $ 2,500 YES $ 2,500 YES $25,000 YES $ 2,500 YES $ 2,500 YES $10,000 YES $ 2,500 YES $ 2,500 YES $10,000 YES $95,000 Applicable To Purchase Price EK£.ERE.O017182 20 ADDENDUM/ENDORSEMENT TO PURCHASE AGREEMENT No. I THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT, READ IT CAREFULLY. signed Serler Shaffer Park Associates, a Pennsylvania Limited Partnershio and Buyer Hekbel, LLC, a New Jersey Limited ,mpany. ' =ollowing Addendum/Endorsement to the Purchase Agreement and dated: April 11 2000. that certain real property (the "Property") located at the SEq of Calvary Road and Carlisle Sorinas Road known as Shaffer ~ark. 10. B. Feasibility Study (7~ line) shall be amended as follows: ,ilit¥ Period"shall be amended to be one hundred and twenty days (120). All other terms and conditions of the said agreement shall remain unchanged and in full force and effect. Hekbel, LLC, a New Jersey Limited Liability Company By: Dated: Shaffer Park Associates, a Pennsylvania Limited Partnership F.K. & I Invest~5~nts, Partner Da~ed: ~'~ ~/~ ~ ADDENDUM/ENDORSEMENT TO PURCHASE AGREEMENT No. 2 THIS IS INTENDED TO BE A LEGALLY BINDING AGREEMENT, READ IT CAREFULLY. ~e undersigned Seller Shaffer Park Associates, a Pennsylvania Limited Partnership and Buyer Hekbe, LLC, a New Jersey Limited Liability 3mpany, make the following Addendum/Endorsement to the Purchase Agreement and dated: April 11 , 2000, relating to that certain real operb/(the "Property") located at the SEQ of CaNary Road and Carlisle Sprin,qs Road known as Shaffer Business Parh. ragraph 10. B. Feasibility Study (7th line) shall be amended as follows: e "Feasibility Pedo~ll be,~ded to be one hundred and ~ days (150). Purchaser shall pay $1,500 to Seller (non-refundable-a¢~- ~i~.~, ,. ~- ' -~='=- ~. '~) for sa d 30 day extension ........ C . .C -'--":'~., ,~C.C -7,-- ' ' . ~RCHASER: All other terms and conditions of the said agreement shall remain unchanged and in full force and effect. Hekbel, LLC, a New Jersey Limited Liability Company \ Dated: ,% "~-O -00 LLER: Shaffer Park Associates, a Pennsylvania Limited Partnership N°ll A~ciatas, ~t~Ter F.K. & M Investments, Partner Dated: (-~ - ROGER B, IRWIN MARCUS A. McKNIGHT, III JAMES D. HUGHES REBECCA R. HUGHES MARK D. SCHWARTZ DOUGLAS G. MILLER LAW OFFICES IRWIN McKNIGHT & HUGHES WEST POMFRET PROFESSIONAL BUILDING 60 WEST POMFRET STREET CARLISLE, PENNSYLVANIA 17013-3222 (717) 249-2353 FAX {717) 249-6354 E-MAIL: IMHLA W@SUPERNET. COM Augustl4,2001 ttAROLDS. IRWIN (1925-1977) HAROLD S. IRWIN. JR. (1954-1986) IRWIN. IRWIN & IRWIN (1956-1986) IRWIN. IRWIN & McKNIGHT (1986-1994) IRWIN, McKNIGHT & HUGHES (1994-) HEKBEL, LLC 326 First Street, Suite 202 Annapolis, Maryland 21403 ATTENTION: Mr. Chris Bell RE: HEKBEL LLC from SHAFFER PARK ASSOCIATES Dear Mr. Bell: Re the above, please consider this letter your ten (10) day notice to terminate your Purchase and Sale Agreement, dated April 11, 2000, because of your failure to close, in accordance with Paragraph 16c. If you have any questions about this letter please feel free to contact me at your convenience. Sincerely yours, IRWIN, McKNIGHT & HUGHES Atham~y for Shaffer Park Associates RBI/bam cc: Joseph L. Basralian, Esquire Wirme, Bantz, Rizzi, Hetherington & Basralian, PC 25 Main Street P O Box 647 Hackensack, NJ 07602 Larry E. Foote 35 East High Street, Suite 101 Carlisle, PA 17013-3052 0CT--~2--~001 ~ JO~,P~, ~IVER$IFIE~ APPRAISAL 717 258 470! P. OZ Shaffer Park Associete$ '~ Nmra~ Ra~ C~r~, PA O~ober 22, 2OO ! 326 ~;im Strmt, Suit~ 202 We are in receipt ofy~ letter to ~.ric ge~, dated O~d~or 22, 2001, rehtJvo m the $2S,000 deposit beJ~ held by Bamotl Wiilituu, L'tc. As you 8r~ swore, there im an o~stsndJns balance o~ $! S,000 fbr exxeraio~ FB,'~t~ to HekbeJ,; .T.C by Sh.~ P~k Ammolhltem. Followins ~m let~' is s mmnmy o~ the extealion pnyn]fu~ts mm~ by ~-bkbd, ~.,C, -~ot~ with th~ dltel pBid hlndwrtttm olt the report. A~ :you The easiest and least ~ostly way to rm~lw this escrow re, ease situation is for Hekbel, LLC to mhd Shaf~ Pm.rk ~ssocint~ the $15,000 bnhnce duo. Upon m~pt, Shafl%r Pmrk Assoeiat# will Wsn a ~oue ofEsGrow ~orm whereby both pm'ties are releated ~'lmy fl2rtb~ rights or obfiKttkm concerfl~8 the proper~ lo.ted st the ~=~--tion of Spt~nl ]to.d and Ctdwr~ grad in Carl~de, Pemsylvmk. Thank you in advan~ for your cooperation in this nmtter. I'm sum you a~*ee that avoidin~ litiption to mmlve this matter im in evoryone's best hzm~t. Sincar~ly, K.~/mc ~hmem VERIFICATION The foregoing document is based upon information which has been gathered by counsel and myself in the preparation of this action. I have read the statements made in this document and they are true and correct to the best of my knowledge, infoimation and belief. I understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section 4904, relating to unswom falsification to authorities. SHAFFER PARK ASSOCIATES VERIFICATION The foregoing document is based upon information which has been gathered by corporate counsel and myself in the preparation of this action. I have read the statements made in this document and they are true and correct to the best of my knowledge, information and belief. I understand that false statements herein made are subject to the penalties of 18 Pa.C.S.A. Section 4904, relating to unswom falsification to authorities. SH_4FFER PARKi~CIA TES CERTIFICATE OF SERVICE I the undersigned hereby certify that on this ~ day of ~k~-~k_ , 2002, a copy of the foregoing document was served by United States mail, certified, return receipt requested in Carlisle, Pennsylvania upon the following: Hekbel, LLC 326 First Street Suite 202 Annapolis, MD 21403 Ma/'k D. Schwartz, Esquire SHAFFER PARK ASSOCIATES, A PENNSYLVANIA GENERAL PARTNERSHIP, Plaintiff V. : : UF, KBEL, LLC, A NEW JERSEY : LIMITED LIABILITY COMPANY: Defendant : : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : : NO. 02-1659 CIVIL ACTION AFFIDAVIT OF SERVICE OF COMPLAINT COMMONWEALTH OF PENNSYLVANIA : : SS: COUNTY OF CUMBERLAND : NOW, Douglas Miller, Esquire, being duly sworn according to law, does depose and state: That he is a competent adult and attorney for the Plaintiff in the captioned action. That a certified copy of the Complaint was served upon the defendant, Hekbel, LLC, a New Jersey Limited Liability Company, on May 13, 2002 by certified mail, return receipt requested, addressed to Hekbel, LLC, at it's address at 505 Main Street, P.O. Box 667, Hackensack, NJ 07602-0667, with return receipt number 7001 2510 0009 2828 4937. That the said receipt for certified mail is signed and attached hereto and made a part hereof. I verify that the statements made in this affidavit are tree and correct. I understand that false statements herein made are subject to the penalties of 18 Pa.C.S. Section 4904, relating to unswom falsification to authorities. IRWIN, McKNIGHT & HUGHES Supreme Court Id # 83776 60 West Pomfret Street Carlisle, PA 17013 (717) 249-2353 Attorney for Plaintiff Shaffer Park Associates · Complete Items 1, 2, and 3. Nso complete item 4 if R~b;cted Delivery Is desired. · Print your name and address on the ~ so that we can reborn the card to you. · Attach this card to the back of the mallpiece, ATTI[; Christopher Bell 505 ~ Street P.O. ]lox 667 Hackennack, NJ 07602-0667 0 I:~ate~l I~ P, emm P~me~m for Memhan~ [] Irmumcl Mall I-I C.O.D. rn-a,~?~,,~,,~e~ 7001 2510 0009 2828 4937 ' PS Form 3811, March 2001 Domestic Return Receipt 4. Remcted De~h~, ~_xaa Fee) O~ea ITl ~D Postage U'l JSe~To ru l ...... e..kbeJ,,._..:LL..C. ................... ~ /~';Christopher-~;i'~' ..................................... SHAFFER PARK ASSOCIATES, : IN THE COURT OF COMMON PLEAS OF A PENNSYLVANIA GENERAL : CUMBERLAND COUNTY, PENNSYLVANIA PARTNERSHIP, : Plaintiff : : v. :NO. 02-1659 CIVIL ACTION HEKBEL, LLC, A NEW JERSEY : LIMITED LIABILITY COMPANY : Defendant : PRAECIPE TO SETTLE AND DISCONTINUE TO CURTIS R. LONG, PROTHONOTARY: Please mark the above-captioned case settled and discontinued. Date: October 14, 2002 Respectfully submitted, IRWIN, McKNIGHT & HUGHES Do~s ~. N]me~ E~squ[re Supreme Court ID #83776 60 West Pomfi'et Street Carlisle, Pennsylvania 17013 (717) 249-2353 Attorney for Plaintiff