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					                     CENTER CITY LOFTS, A CONDOMINIUM
                        PUBLIC OFFERING STATEMENT
           EVERY PROSPECTIVE PURCHASER SHOULD READ THIS STATEMENT
               CAREFULLY BEFORE SIGNING AN AGREEMENT OF SALE

                       INFORMATION FOR PROSPECTIVE PURCHASERS
                           CENTER CITY LOFTS, A CONDOMINIUM

                (Pursuant to Chapter 34 of the Pennsylvania Uniform Condominium Act)

Name of Condominium:                               Center City Lofts, A Condominium

Principal Address of Condominium:                  31-33 N. Queen St. and 35-37 N. Queen St.
                                                   Lancaster City and County, Pennsylvania 17603

Name of Seller (Declarant):                        C.C. Management Associates LP, a PA limited
                                                   Partnership and
                                                   Hammel Realty LP, a PA limited partnership

Principal Address of Seller (Declarant): c/o John T. Meeder
                                                 Suite 100, 25 East Grant Street
                                                 Lancaster, PA 17602

                                                   and

                                                   c/o Hammel Realty LP
                                                   55 North School Lane
                                                   Lancaster, PA 17603

EFFECTIVE DATE OF INFORMATION:                     August ___, 2006

                                          IMPORTANT NOTICE

                 The following statements are made in compliance with the requirements of Section 3402(a)(12) of
the Pennsylvania Uniform Condominium Act (the "Act").

A.     WITHIN FIFTEEN (15) DAYS AFTER RECEIPT OF THIS STATEMENT, PURCHASER, BEFORE
CONVEYANCE, MAY CANCEL ANY CONTRACT HE OR SHE HAS EXECUTED FOR THE PURCHASE OF A UNIT
IN CENTER CITY LOFTS, A CONDOMINIUM (THE "CONDOMINIUM") FROM SELLER. IF PURCHASER ELECTS
TO CANCEL THE CONTRACT FOR THE PURCHASE OF A UNIT PURSUANT TO THE IMMEDIATELY
PRECEDING SENTENCE, HE OR SHE MAY DO SO BY HAND DELIVERING A NOTICE OF CANCELLATION TO
SELLER (IN WHICH CASE A RECEIPT SHOULD BE OBTAINED) OR BY MAILING THE NOTICE BY POSTAGE
PREPAID, UNITED STATES CERTIFIED MAIL, RETURN RECEIPT REQUESTED. THIS CANCELLATION OF THE
PURCHASE CONTRACT IS WITHOUT PENALTY AND ALL PAYMENTS MADE BY PURCHASER BEFORE THIS
CANCELLATION WILL BE REFUNDED PROMPTLY BY SELLER.

B.     IF PURCHASER RECEIVES THE PUBLIC OFFERING STATEMENT MORE THAN FIFTEEN (15) DAYS
BEFORE SIGNING THE CONTRACT OF SALE, HE OR SHE CANNOT CANCEL THE CONTRACT PURSUANT TO
THE FOREGOING PROVISIONS.

C.    IF PURCHASER DOES NOT RECEIVE THE PUBLIC OFFERING STATEMENT FROM SELLER PRIOR TO
THE CONVEYANCE OF A UNIT, PURCHASER MAY RECOVER FROM SELLER DAMAGES IN AN AMOUNT
EQUAL TO FIVE PERCENT (5%) OF THE SALE PRICE OF THE UNIT, UP TO A MAXIMUM OF TWO THOUSAND
DOLLARS ($2,000.00), OR ACTUAL DAMAGES, WHICHEVER IS THE GREATER AMOUNT.
                                          INTRODUCTION

        This Public Offering Statement is divided into two (2) parts. The first part, entitled "Narrative",

summarizes the significant features of the Condominium as required by the Act and presents additional

information that may be of interest to prospective purchasers. The second part contains exhibits which

are part of this Public Offering Statement. All of these documents are subject to change.

        The Narrative is not intended to provide a complete or detailed discussion of the Condominium

and purchaser should carefully review all parts of this Public Offering Statement.             Declarant's

salespersons and other representatives are prohibited from orally changing any of the terms and

conditions of this Public Offering Statement or of the documents that are part of this Public Offering

Statement and may not attempt to interpret their legal effect. Any term that is capitalized in the

Narrative and is not specifically defined in the Narrative will have the meaning that is given to it by the

Condominium Act, the Declaration, the By-Laws or the Agreement of Sale.

        All references to Declarant shall mean the two (2) Declarants acting hereunder, John T. Meeder

and Hammel Realty LP, a Pennsylvania limited partnership.

                                                 PART I

Section I.      Narrative

        Declarant has prepared this Narrative for Center City Lofts, A Condominium (hereinafter

referred to as "Condominium") as a summary of the highlights of the Condominium and attention is

directed to the various documents referred to herein. Declarant is C.C. Management Associates LP, a

Pennsylvania limited partnership and Hammel Realty LP, a Pennsylvania limited partnership, having a

principal business address at 55 North School Lane, Lancaster, Pennsylvania 17603.

        It is the intention of Declarant to initially construct ten (10) Condominium Units at Center City
Lofts, A Condominium, 31-33 North Queen Street and 35-37 North Queen Street, Lancaster,

Pennsylvania 17603 (Lancaster City and County). Declarant reserves the right to convert Convertible

Real Estate or to subdivide Units and create up to twenty (20) Units together with Limited Common

Elements and Common Elements.

        In addition to the Units, the Condominium will consist of other common areas reserved for the

exclusive use of all of the Unit Owners. These common areas are called "Common Elements".

Common Elements are reserved for the benefit of all Unit Owners in the Condominium.

        The Condominium will also have "Limited Common Elements" which are Common Elements

which are reserved for the benefit of some, but not all, Unit Owners.

        The benefits and responsibilities of ownership of the Common Elements are shared by each Unit

Owner. Such ownership is expressed as a fractional percentage. This fractional percentage is referred

to as an "Undivided Share". Each Unit Owner's Undivided Share is appurtenant to his or her Unit and

is conveyed to each Unit Owner upon transfer of title from Declarant. The Undivided Share cannot be

severed from the fee title to the Unit.

        The "Undivided Share" applicable to each Unit shall be expressed as a percentage to be

calculated based on the following formula:

                 Square Footage of Unit ÷ Total Square Footage of All Units.

        The Undivided Share applicable to each Unit is set forth on Exhibit "12" of this Public Offering

Statement.

        The term Condominium refers to a form of property ownership which, in effect, combines two

(2) other forms of ownership. A Condominium Unit Owner is, at the same time, both the sole owner of

the portion of the building which encloses the Unit and one (1) of many mutual owners (in legal terms,

                                                  -2-
tenants in common) of the common facilities which service his or her Unit, as well as common areas

which a Unit Owner may use and enjoy along with owners of other Units. In the case of Center City

Lofts, A Condominium, the Common Elements include (but are not limited to) the land on which the

Condominium is located, the walkways, a portion of the exterior walls, sprinkler systems, structural

elements of the Building, common utility systems, elevator and mechanical rooms. Since the Unit

Owners own in common with other Unit Owners the Common Elements, the Condominium concept, by

creating a Condominium Association, imposes upon each Unit Owner the obligation to pay a

percentage of the expenses of operating and maintaining the Common Elements based upon each Unit

Owner's Undivided Share. The amount of these common expenses is determined in annual budgets

established by the Board of the Condominium Association elected by the Unit Owners. It is this

coupling of exclusive ownership of a Unit with the shared ownership of the Common Elements which

distinguishes Condominium ownership from other forms of property ownership. A floor plan of each

Unit is attached to this Public Offering Statement as Exhibit "9".

         The Project will consist of two (2) Buildings, Building No. 1, being the property at 31-33

North Queen Street, City and County of Lancaster, Pennsylvania; and Building No. 2 known as 35-37

North Queen Street, City and County of Lancaster, Pennsylvania. The initial Units in the Project will be

designated as Unit Nos. 31, 33, 35, 100, 101, 102, 200, 201, 202 and 300. Building No. 1 contains

Units 31, 33, 102 and 200. Building No. 2 contains Units 35, 100, 101, 201, 202 and 300.

Section II.     The Seller (Declarant)

        Seller (Declarant) is C.C. Management Associates LP, a Pennsylvania limited partnership and

Hammel Realty LP, a Pennsylvania limited partnership. Center City Lofts, A Condominium is the first

condominium offered by Seller. Affiliates of one of the Declarants, John T. Meeder, have been involved

                                                   -3-
in other residential and commercial real estate developments and condominium projects. Seller's

attorney, with respect to the development of the Condominium, is Craig V. Russell, Esquire of Russell,

Krafft & Gruber, LLP, whose address is Hempfield Center, Suite 300, 930 Red Rose Court,

Lancaster, Pennsylvania 17601-1985.

Section III.    General Description of Condominium

        Center City Lofts, A Condominium will initially consist of ten (10) commercial and residential

Units. Units are located on the ground floor of each Building when viewed from North Queen Street

and on the two (2) upper stories of Building No. 1 and the three (3) upper stories of Building No. 2.

           A floor plan of each type of finally designed Unit is attached as Exhibit "9" to this Public

Offering Statement. Some Units have not yet been designed. Each Unit will have its own entrance

which leads directly to the outside or to a common area or limited common area. Five (5) off street

parking spaces exist on the Condominium Property which are located to the rear of Building No. 1 and

on the south side of Building No. 2. Each of these parking areas are Limited Common Elements and

are appurtenant to the Units depicted on the Declaration Plan. Parking that may be associated with any

of the Units may not necessarily be located within the property boundaries of Center City Lofts, a

Condominium, and may be provided through easements or otherwise by neighboring properties. There

are eleven (11) storage areas located in the basements of the Buildings which are appurtenant to Units

as depicted on the Declaration Plan.

        Unit construction will be of fire rated drywall on wood studs. The exterior of the majority of the

Buildings is brick or masonry. Each fire barrier will be a U.L. approved one (1) hour fire rated

separation assembly. Fire barrier walls are walls between adjoining Units and between Units and

Common Element hallways. Each Unit will be further separated from other Units and Common

                                                  -4-
Elements by U.L. approved one (1) hour floor and ceiling assemblies, constructed of fire rated drywall

on wood framing. Walls enclosing stair towers and shafts shall be U.L. approved two (2) hour fire

assemblies constructed of a combination of masonry and fire rated drywall on wood or steel studs.

Partially new roofing exists over Building No. 1. An older roof exists over Building No. 2. The roofs

are Limited Common Elements appurtenant to the Units in either Building No. 1 or Building No. 2 and

are assessed separately and are not Common Expenses. The exterior walls of the two (2) Buildings, for

maintenance and repair purposes, are Limited Common Elements appurtenant to the Units contained in

each Building. Each Unit comes with double hung vinyl windows with screens and inter-connected

smoke detectors. In the basement are common parking areas, the use of which is governed by rules

and regulations of the Association, and common storage areas, the use of which is also regulated by the

Association. The lobby contains mailboxes for each Unit.

        The Buildings, and all Units will be sprinklered.

        The Units are heated and air conditioned with electric or gas split systems. Limited Common

Element compressor units are located on the roof.

        Included in the Common Elements are the structural portions of the Buildings, certain hallways

and Common Areas as designated on the plats and plans. The Common Elements also include the

sprinkler system for the Buildings.

        Certain Units in the Condominium are restricted to residential use. The residentially restricted

Units are Unit Nos. 200, 201, 202 and 300. All other Units may be used for commercial or residential

purposes. Unit 200 is a two (2) story Unit; all other Units are one (1) story Units, but may be

converted to two (2) story Units by expansion onto the roof areas of Building 2. Limited Common

Element Storage Areas are located in the basement. Home offices, without employees, allowed under

                                                   -5-
the Lancaster City Zoning Ordinance, will be permitted.

         Declarant reserves the right to use any unconverted Units as models, sales offices or rental

Units.

         Declarant has no knowledge of any current outstanding notices of uncured Building Code

violations or any other municipal requirements governing the Condominium. Declarant will offer Units in

the Condominium for sale at prices determined by Declarant. Prices of unsold Units are subject to

change at any time.

         As depicted on the Condominium Plats and Plans, certain improvements must be made and they

are clearly designated "MUST BE BUILT". Other improvements noted on the Plats and Plans need not

be built and are so designated.

         Declarant has no present intention to sell or lease Units in blocks to investors.

         There are initially ten (10) Units in two (2) Buildings. Each individual Unit may be conveyed as

is. It is the intention of each of the Declarants to initially purchase all of the Units in the Condominium

and to complete them and then either to retain or resell them. The initial conveyance of Units will be

made in their "as is" condition.

         When Units are sold to purchasers other than the Declarants, each Unit purchaser should be

aware that additional construction activity may take place in other Units within the Buildings and the

common areas of the Condominium Property. Allstructural components of the structures containing

Units and Common Elements and sprinkler system and mechanical systems serving the common areas

will be complete when a Unit is conveyed by the Declarant to a third party.

Section IV.      Rights Reserved by Declarant

         Declarant has reserved the right to convert the Convertible Real Estate. The Convertible Real

                                                    -6-
Estate consists of all of the Units in the Condominium. Declarant has also reserved the right to

subdivide or expand Units.

        The Condominium will initially contain ten (10) Units. Declarant has reserved the right to create

ten (10) additional Units.     Declarant has reserved the right to complete improvements to the

Condominium property as indicated on the Declaration plan; to use and maintain any Unit or Units so

owned by Declarant for the purposes of sales offices, management offices or samples; to maintain signs

or banners advertising the Condominium on the Common Elements or Limited Common Elements

appurtenant to Units owned by Declarant; and to use easements through the Common Elements for the

purpose of making improvements to or within the Condominium or to complete the Condominium

together with Declarant's other easements and rights as set forth in Article V of the Declaration.

Declarant has also reserved the right to remove and appoint officers of the Association or any member

of the Board of Directors during the period of Declarant control of the Association pursuant to the

Condominium Act and the By-Laws. The period of Declarant control is described in the Condominium

Act. Declarant has also reserved the right to lease and rent any or all Units owned by Declarant and to

sell any or all Units owned by Declarant to any person including, without limitation, investors, at any

time.

Section V.      Condominium Documents

        Copies of the Declaration of Condominium of Center City Lofts, A Condominium and the

Articles of Incorporation of the Association, its By-Laws and initial Rules and Regulations governing the

Common Elements are attached as Exhibits "5", "6", "7" and "8".

                         Summary of Principal Condominium Documents

        A number of documents will create and govern the operation of the Condominium. These

                                                  -7-
documents (collectively referred to as the "Condominium Documents") include the Declaration, the By-

Laws and the Rules and Regulations. The following is a summary of the principal relevant Condominium

Documents:

        A.      Declaration

                The Condominium is created by the Declarant recording a Declaration.

                Article I of the Declaration submits the Property to the Condominium Act and

establishes the name of the Condominium.

                Article II of the Declaration provides a glossary of certain terms used in the

Condominium Documents.

                Article III of the Declaration describes the boundary of the Units and identifies elements

that are included with a Unit. The significance of the description of the Units is that all portions of the

Unit contained within the boundary lines are owned by the Unit Owner and the Unit Owner has the sole

responsibility for the care, maintenance and replacement of these areas unless the Condominium

Documents expressly provide to the contrary.

                Article IV of the Declaration describes the Common Elements, that is, those elements of

the Condominium owned and used by all Condominium Unit Owners, and Limited Common Elements,

being those Common Elements owned or used by less than all of the Unit Owners. Common Elements

are maintained by the Condominium Association. Limited Common Elements are maintained by the

Unit Owners owning the specific Limited Common Element. The expense of such maintenance of

Limited Common Elements shall be borne by the Unit or Units to which the Limited Common Elements

are appurtenant.

                Article V of the Declaration describes various easements which affect the Condominium

                                                   -8-
Property. These include easements for utility companies, the Declarant, its contractors, agents and

employees, its neighboring property owner known as Christian Street Court and its designees, and

easements for all Unit Owners to use and enjoy the Common Elements.

                Article VI of the Declaration defines Common Expenses and Common Surpluses and

deals with the way in which expenses of the Condominium are funded through the Association based on

a formula contained in the Declaration. This section also deals with the liability of a Unit Owner to pay

Common Expense Assessments and provides for procedures to be followed to fix assessments and to

collect assessments in the event a Unit Owner fails to pay them.

                Article VII of the Declaration is a reference to the recorded plats and plans which are

recorded with the Declaration to create the Condominium. Tentative Declaration plans are attached to

this Public Offering Statement as Exhibit "11". When the plats and plans have been recorded, the final

plans will be attached as Exhibit "11" to this Public Offering Statement.

                Article VIII of the Declaration fixes the voting rights of Unit Owners and describes the

procedure by which Unit Owners may vote in the Association.

                Article IX of the Declaration establishes the Association as the entity to operate and

maintain the Common Elements. The Association is originally controlled by Declarant but, as Units are

sold, Declarant's control of the Association shall gradually be reduced and shall terminate upon the

earlier of one hundred eighty (180) days following the date on which seventy-five percent (75%) of the

Units in the Condominium have been sold, or seven (7) years after the date of recording the

Declaration.

                Article X of the Declaration describes the procedure for making assessments, fixes Unit

Owners' liability for assessments and describes the mechanism for collecting unpaid assessments.

                                                   -9-
                Article XI of the Declaration deals with mortgages on individual Condominium Units

and the rights which "eligible mortgagees" have to consent or object to various actions in the

Condominium.

                Article XII of the Declaration contains restrictions on leasing Units for temporary

purposes.

                Article XIII of the Declaration provides for the minimum insurance which must be

carried by the Association and describes the types of insurance that are provided.

                Article XIV of the Declaration deals with damage or destruction to the Condominium.

                Article XV of the Declaration deals with maintenance and replacement of the Common

Elements by the Association. This article also contains provisions dealing with additions or alterations to

the Common Elements.

                Article XVI of the Declaration deals with damage to the Condominium Property.

                Article XVII of the Declaration deals with amendments to the Declaration and describes

the procedures by which amendments may be made.

                Article XVIII of the Declaration provides for notices to Declarant, the Association or a

Unit Owner if the same should be required under the terms of the Declaration.

                Article XIX of the Declaration contains a reservation of Declarant's rights in which

Declarant, as long as it holds Units for sale in the ordinary course of its business, has reserved the right

to complete improvements to the Condominium Property; to use and maintain any Unit or Units owned

by it for the purpose of sales offices or management offices; to maintain signs and banners on the

Condominium Property in connection with its sales efforts; and to exercise easements over and through

the Common Elements for the purpose of making improvements and exercising the other rights which it

                                                  - 10 -
has reserved.

                   Article XX of the Declaration permits Declarant to assign all or a portion of the rights

which it has reserved under Article XIX.

                   Article XXI of the Declaration contains general provisions.

        B.         By-Laws

                   The By-Laws govern the operation of Center City Lofts Unit Owners Association, Inc.

The Association is a Pennsylvania non-profit corporation organized for the purpose of being the

condominium association for Center City Lofts, A Condominium.

                   Article I of the By-Laws establishes the name of the Association and its general

purpose. The registered address and principal office of the Association is also established in Article I.

                   Article II of the By-Laws provides certain definitions which relate to the By-Laws and

the Declaration.

                   Article III of the By-Laws establishes that each Unit Owner shall automatically become

a member of the Association and, as such member shall be entitled to vote at all regular and special

meetings of the members. The members shall meet at least annually for the purpose of electing members

to the Board of Directors, after the period of Declarant control as explained later is ended, and

establishes the procedure for calling special meetings. This article also defines a "quorum" and governs

voting by proxy.

                   Article IV of the By-Laws establishes a Board of Directors which shall always consist

of an odd number of directors, being not less than three (3) nor more than seven (7). During the period

of Declarant control, the members are appointed by Declarant. The period of Declarant control ends

seven (7) years from the date of the first conveyance of a Unit to a person other than Declarant, or one

                                                    - 11 -
hundred eighty (180) days after conveyance of seventy-five percent (75%) of the Units to Unit Owners

other than Declarant, or upon Declarant's voluntary surrender of the right to appoint directors. Before

the period of Declarant control ends, Unit Owners, other than Declarant, will have a right to elect

members to the Board. Not later than sixty (60) days after conveyance of twenty-five percent (25%) of

the Units to Unit Owners other than Declarant, at least twenty-five percent (25%) of the members of the

Board shall be elected by the Unit Owners; and not later than sixty (60) days after conveyance of fifty

percent (50%) of the Units to Unit Owners other than Declarant, not less than one-third (1/3) of the

Board shall be elected by the Unit Owners. These percentages are based upon the total number of

Units which Declarant intends to create. At the time of this Public Offering Statement that number is

twenty (20). This article also establishes the time and place of annual meetings of the Board of

Directors and establishes the provisions for calling special meetings.

                   Article V of the By-Laws establishes the powers and duties of the Board which are

generally the powers and duties of an association under the Condominium Act and, include, but are not

limited to, the right to own, manage, maintain, repair and replace the Common Elements and to establish

assessments and to collect them. The Board is also authorized to retain advisors, managers or other

consultants to assist them in carrying out their duties. The Board also has the power to elect officers of

the Association.

                   Article VI of the By-Laws establishes the officers as the President, Vice-President,

Secretary and Treasurer and delineates the duties of each of those offices.

                   Article VII of the By-Laws relates to the powers of the Association and permits the

Association to adopt and amend the By-Laws and to promulgate and amend the Rules and Regulations,

as well as to adopt and amend budgets, to hire and fire employees and to generally operate the

                                                  - 12 -
Association and the Condominium.

                   Article VIII of the By-Laws deals with the accounting records and fiscal management

which is required for the Association.

                   Article IX of the By-Laws permits the Association to adopt rules and regulations for the

use and enjoyment of the Common Elements.

                   Article X of the By-Laws deals with amendments to the By-Laws and indicates that a

majority of the votes of the members is required to amend the By-Laws.

        C.         Agreement of Sale

                   At the time of issuance of this Public Offering Statement, no form of Agreement of Sale

has been determined since the initial Condominium purchasers will only be the Declarants. At the point

Units are offered to third parties, a form of Agreement of Sale will be appended to this Public Offering

Statement.

Section VI.        Center City Lofts Unit Owners Association, Inc. (the "Association")

        The Declaration places the responsibility for general operation of the Condominium and the

maintenance, repair and replacement obligations for the Units, Common Elements and Limited Common

Elements upon the Association. All Unit Owners are members of the Association. The Declaration,

together with the Articles of Incorporation and By-Laws, specifically details the working operations of

the Association.

Section VII.       Board of Directors

        The affairs of the Association will be managed by its Board of Directors consisting of not less

than three (3) nor more than seven (7) persons. After the transfer of control by Declarant, the Unit

Owners will hold an annual meeting where they will elect members of the Board of Directors. Each Unit

                                                    - 13 -
Owner is entitled, with respect to all matters on which a vote by Unit Owners is called, to a vote in the

Association. The number of votes applicable to each Unit is based on the Unit's Undivided Share. A

schedule of the votes applicable to each Unit is included on Exhibit "B" to the Declaration.

        The Board of Directors has the power and duties necessary for the administration of the affairs

of the Condominium including, but not limited to: preparation of an annual budget; determination of

assessments; adoption and promulgation of Rules and Regulations covering the details of the

Condominium; opening of bank accounts; purchasing, leasing or otherwise acquiring Units; selling or

mortgaging Units owned by the Board of Directors; performing maintenance, repair and replacement

functions to the Common Elements (all of which functions are more specifically described in the

Declaration); and generally managing and supervising the Condominium as provided in the Declaration

and the By-Laws.

        The first Board of Directors will be appointed by Declarant. The manner in which directors,

other than those appointed by Declarant, are elected to the Board is specifically set forth in the

By-Laws. All members of the Board of Directors serve without compensation.

        The Board of Directors, on behalf of the Association, may retain a managing agent and it is

further empowered to hire other necessary personnel and enter into appropriate contracts and service

agreements to provide for the maintenance, operation and management of the Condominium. Any such

maintenance, operation and management agreements entered into by Declarant on behalf of the

Association may be terminated by the Association, without penalty, after Declarant's period of control

ends, upon not less than ninety (90) days prior written notice.

Section VIII. The By-Laws

        The By-Laws provide for the general administration of the Association, its Board of Directors

                                                  - 14 -
and the rights of Unit Owners in relation to the Association. The By-Laws explain the mechanics of the

Association, its annual and special meetings and the election of the Association's officers and members

of its Board of Directors. The By-Laws also explain the various duties and functions of the Association

and its officers and the Board of Directors including the preparation of the budget, accounting

procedures and the maintenance of fiscal records.

Section IX.     Control of the Condominium Association by Declarant

        Declarant, as owner of the unsold Units, will have voting control of the Board of Directors of

the Association until the earlier of: (1) the lapse of seven (7) years following the transfer of title by

Declarant to the first Unit; (2) the lapse of six (6) months following the transfer of title to seventy-five

percent (75%) of the Units; or (3) when Declarant voluntarily surrenders the right to appoint and

remove officers and members of the Board of Directors. Declarant's voting control of the Association is

more specifically explained in Article XIX of the Declaration. The percentage of Unit sales is based

upon the maximum number of Units that Declarant intends to create which is twenty (20).

Section X.      Estimated Common Expenses and Maintenance Expenses

        The Board of Directors of the Association, from time to time, but at least annually, shall prepare

or cause to be prepared a budget for the Condominium. The budget will set forth the operating

expenses of the Condominium allocable to the Unit Owners and shall be the basis for the Common

Expense Assessments ("Assessments") paid by each Unit Owner in accordance with the formula

described below. These Assessments are made monthly and are due and payable in advance on the

first (1st) day of each month. Copies of the budget will be furnished to each Unit Owner. In addition,

the Board of Directors has the right to hold a special meeting for additional Assessments not covered by

a particular budget. The Common Expenses may include, but are not limited to, the cost of maintenance

                                                  - 15 -
and replacement of the Common Elements, insurance, charges for utilities used in connection with the

Common Elements and the cost of general upkeep and cleaning of the Common Elements. All

Assessments, including fees and charges paid by the Unit Owners, do not include personal expenses

such as real estate taxes assessed against the Unit, water and sewer and other utility fees for a Unit

Owner, gas charges, electric charges, telephone charges, cable TV charges or a particular Unit Owner's

mortgage financing payments and related costs. Attached hereto as Exhibit "1" is the proposed budget

for the first year of the Condominium Property. The budget provides reserves for the following

Common Elements: sprinkler systems, security and fire alarm system and Limited Common Element

parking areas leading from the Limited Common Element parking facilities to the public streets. The

budget also provides reserves for roofs, gutters, HVAC systems and exterior maintenance, all of which

are Limited Common Element Expenses.

       Each Condominium Unit will pay Assessments. Assessments will be computed as follows:

Each Condominium Unit will pay a Base Assessment computed in accordance with the following

formula:

               Base Assessment = Total Annual Association Budget Expenses x the Unit's Undivided
               Share.

       Condominium Assessments are paid on a monthly basis. Each Unit's monthly Assessment will

be one-twelfth (1/12) of the Base Assessment. All special assessments, except special assessments

attributable to Limited Common Element repair or maintenance charges, shall be computed in

accordance with this formula.

       Declarant may create up to fifteen (15) Units in two (2) Buildings. Each Unit will be conveyed

when it has been completed to a level which will be sufficient for Lancaster City, Lancaster County,

Pennsylvania, to issue a Certificate of Use and Occupancy for the Unit to be conveyed. Other Units
                                                - 16 -
within the Buildings may not be finished to that degree at the time of completion of a particular Unit.

Unit purchasers should be aware that additional construction activities will take place in other Units

within the Buildings. All structural components of the structure containing Units and Common Elements

and mechanical systems for the structure will be substantially complete at the time that each Unit is

conveyed.

Section XI.      Lien for Non-Payment of Assessments

        Pursuant to Section 3315 of the Condominium Act, the Association shall have a lien on each

Unit for unpaid Assessments assessed against each Unit by the Board of Directors. The lien for unpaid

Assessments may be foreclosed upon like any other lien.

Section XII.     Sale of Units

        Each Unit, together with its Undivided Share, will be sold in fee simple to purchasers who may

be individuals, partnerships, corporations or fiduciaries.         Title to the Unit and its accompanying

Undivided Share will be conveyed by the Declarant to each purchaser by a special warranty deed, free

and clear of all liens and encumbrances except those permitted under the Agreement of Sale for such

Unit.

Section XIII. Estimated Settlement Costs, Expenses and Apportionments

        Purchasers of a Unit should expect to pay the following costs in connection with the settlement

of their respective Unit:

                 (1)        The balance of the acquisition cost;

                 (2)        Title company charges and insurance premiums, costs of removing survey

exceptions from such title insurance policy if required by purchasers or their mortgagees and similar

closing costs;

                                                     - 17 -
                 (3)     The costs incurred in connection with the recording of the special warranty

deed;

                 (4)     The costs incurred in the preparation of the special warranty deed;

                 (5)     Real estate taxes apportioned as of the date of settlement;

                 (6)     The estimated Common Expense Assessment due to the Association,

apportioned as of the day of settlement;

                 (7)     A working capital fund contribution equal to two (2) months non-refundable

estimated Common Expense Assessments shall be made in order to provide sufficient cash flow for the

Association;

                 (8)     Purchaser's attorneys' fees, if any;

                 (9)     Any fees or charges relating to mortgage financing including, but not limited to,

prepaid interest, points, escrow of real estate taxes and insurance premiums, appraisal fees, commitment

and application fees, credit report fees and fees payable to lender's counsel; and

                 (10)    Real estate transfer taxes.

Section XIV. Income Tax Matters

        Purchaser should note that the Condominium form of ownership has no effect, under present

applicable laws, on the deductibility from taxable income by the Unit Owner of the same types of

deductions that would be available to any other residential home owner. Purchasers are advised to

consult with their own tax advisor prior to entering into this transaction.

Section XV.      Warranties

        A.       Declarant makes the following warranty required by the Pennsylvania Uniform

Condominium Act: The original sales of Units will be newly constructed Units. The sole and only other

                                                    - 18 -
warranty made by Declarant with respect to any Unit is as follows: DECLARANT WARRANTS

AGAINST STRUCTURAL DEFECTS IN EACH OF THE UNITS FOR TWO (2) YEARS FROM

THE DATE EACH UNIT IS CONVEYED FROM DECLARANT TO A BONA FIDE

PURCHASER, AND ALL OF THE COMMON ELEMENTS FOR TWO (2) YEARS FROM THE

DATE OF COMPLETION OF THE COMMON ELEMENTS OR TWO (2) YEARS FROM THE

TIME THE FIRST UNIT IN THE CONDOMINIUM IS CONVEYED TO A BONA FIDE

PURCHASER, WHICHEVER IS LATER. A "STRUCTURAL DEFECT" IS A DEFECT IN THE

COMPONENTS INSTALLED BY DECLARANT OR IMPROVEMENTS PERFORMED ON

BEHALF OF DECLARANT WHICH REDUCES THE STABILITY OR SAFETY OF THE

PARTICULAR ITEM BELOW EXPECTED STANDARDS OR RESTRICTS THE NORMAL

INTENDED     USE    OF    SUCH      ITEM    AND      REQUIRES      REPAIR,   RENOVATION,

RESTORATION OR REPLACEMENT. THIS WARRANTY COVERS SPECIFIC DEFECTS

OCCURRING IN THE COMMON ELEMENTS WITHIN TWO (2) YEARS FROM THE FIRST

CONVEYANCE OF A UNIT TO AN OWNER OTHER THAN DECLARANT.                              THIS

WARRANTY DOES NOT COVER IMPROVEMENT OF THE UNITS, OR ITEMS OF

MAINTENANCE RELATING TO THE COMMON ELEMENTS AND SPECIFICALLY

EXCLUDES ANY DEFECTS RESULTING FROM MISUSE OR WORK PERFORMED BY, OR

THE ACTIONS OF, ANY PERSON OR ENTITY OTHER THAN DECLARANT OR AN

EMPLOYEE ON BEHALF OF DECLARANT. THE WARRANTIES CONTAINED IN THIS

SECTION ARE THE ONLY APPLICABLE WARRANTIES FROM DECLARANT TO UNIT

PURCHASERS.

      B.     Declarant has provided no other warranty to a Unit purchaser.

                                            - 19 -
Section XVI. Real Estate Taxes

        Real estate taxes, under present law, are calculated by multiplying the assessment by the tax

rate. Each Unit will receive its own assessment and tax bill. It is anticipated that the assessment for

each Unit will be approximately the same as the assessments for similar residential dwellings located

elsewhere in the County of Lancaster of the same size and character.

Section XVII. Sale or Lease of Units by Declarant

        Declarant expressly reserves the right to sell or lease any and all Units to investors and/or other

persons or entities and does not intend any limitation on such right.

Section XVIII.           Sale or Lease of any Unit by a Unit Owner

        Each Unit Owner is free to sell or lease his or her Unit. There are no restrictions in the

Declaration against the sale or rental of any Unit except for a prohibition against the renting of partial

areas of Units.

Section XIX. Insurance          NOTE: Check the Act

        The Declaration sets forth the provisions concerning the types and amounts of insurance

coverage to be provided by the Association. The Association will carry the insurance required by the

Act. The premiums for this insurance will be paid by the Association and each Unit Owner will pay his

or her share as part of his or her Assessment for Common Expenses. This policy will not insure

physical improvements within the perimeter of each Unit nor the appliances nor personal property of the

Unit Owner. It shall be the individual responsibility of each Unit Owner to obtain property insurance

and liability insurance with respect to claims arising out of the use or ownership of his or her individual

Unit.   CONDOMINIUM UNIT OWNER INSURANCE (FORM HO-6) IS CURRENTLY

AVAILABLE IN PENNSYLVANIA AND SHOULD BE OBTAINED BY EACH UNIT OWNER

                                                   - 20 -
TO PROTECT HIMSELF OR HERSELF AGAINST FIRE OR OTHER DAMAGE TO HIS OR

HER UNIT AND LIABILITY CLAIMS WITHIN HIS OR HER UNIT. The Association will also

carry a liability insurance policy on behalf of the Association and all Unit Owners to insure them against

liability arising out of the ownership or use of the Common Elements, complying with the applicable

requirements of the Declaration. THIS POLICY WILL NOT INSURE UNIT OWNERS AGAINST

LIABILITY ARISING FROM AN ACCIDENT OR INJURY OCCURRING WITHIN THEIR

UNIT NOR FROM THEIR OWN NEGLIGENCE. Insurance proceeds under fire and property

damage insurance policies will be paid to the Association or an insurance trustee if there is an insurance

trust agreement in effect.

Section XX.      Reservation of Declarant's Rights

        In addition to Declarant's rights as elsewhere outlined in this Narrative and in the Declaration of

Condominium, Declarant reserves the right to the following: to maintain sales offices and a business

office at the Condominium; to sell, lease or rent any and all of the Units owned by Declarant; to

complete all improvements to the Condominium; to create any easements necessary to exercise the

rights reserved by Declarant in the Declaration and all other corresponding documents pertaining to the

Condominium pursuant to the Pennsylvania Uniform Condominium Act (the Condominium Act); and to

appoint officers and directors to the Association during the period in which Declarant controls the

Association.

Section XXI. Statement of Judgments

        As a newly formed entity, the Association is not subject to any judgments nor are there any suits

pending against it.

Section XXII. Escrow of Deposits

                                                  - 21 -
        Any deposit made in connection with the purchase of a Unit will be held in an escrow account

and returned to the purchaser if the purchaser cancels the contract pursuant to Section 3406 of the

Condominium Act.

Section XXIII.          Finances of Association

        A current balance sheet is attached hereto and made a part hereof as Exhibit "2". The

projected budget of the Association is attached hereto and made a part hereof as Exhibit "1". The

budget assumes full occupancy but does not make assumptions relating to inflation factors at this time.

Section XXIV.           Liens and Encumbrances

        Attached hereto and made a part hereof as Exhibit "3" is a specimen title report setting forth any

liens, defects or encumbrances on or affecting the title to the Condominium.

Section XXV. Termination of the Condominium

        The Condominium shall continue until it is terminated pursuant to the Condominium Act.

Section XXVI.           Construction Mortgage

        Each Declarant has obtained or will obtain a construction mortgage. Units may be sold based

upon release prices agreed to between the Declarant and the holder of such mortgage, the details of

which are unknown as of the effective date of this Public Offering Statement which will be amended

when such information has been provided. The Declarant shall obtain a release of all liens and

encumbrances on Units and Common Areas to be conveyed to buyers at the time of settlement.

Section XXVII.          Statement of Structural Components, Useful Life and Replacement
                        Value

        Attached hereto as Exhibit "4" is Declarant's statement of the present condition of all structural

and major utility components of the Condominium, their useful life, date of construction or installation

and replacement value in current dollars.
                                                 - 22 -
Section XXVIII.          Allocation of Votes and Cumulative or Class Voting

        Except for the right of Declarant to control the Association during the period of Declarant

control, there is no cumulative or class voting permitted in the Association.

Section XXIX.            Master Associations

        There are no circumstances under which the Association is to become a member of a master

association or part of a master association.

Section XXX. Governmental Approvals and Permits

        Attached hereto as Exhibit "10" is a schedule setting forth all of the governmental approvals and

permits required for the use and occupancy of the Condominium which indicates the name and

expiration date of each such approval or permit that has been obtained and, as to any governmental

approvals or permits that have not been obtained, the exhibit sets forth a statement indicating when such

approval or permit is expected to be obtained. Declarant will bear the expense of obtaining each such

approval or permit.

Section XXXI.            Uncured Notices of Violations of Governmental Requirements

        There are no outstanding and uncured notices of violation of governmental requirements existing

as of the effective date of this Public Offering Statement.

Section XXXII.           Hazardous Conditions, Etc.

        As of the effective date of this Public Offering Statement, Declarant has no knowledge of any

hazardous condition, including contamination, affecting the Condominium site by hazardous substances,

hazardous wastes or the like, or the existence of underground storage tanks for petroleum products or

other hazardous substances on the Property. Declarant has secured environmental reports for the

Property. These reports are available for inspection in the office of Declarant. No findings or actions

                                                   - 23 -
have been recommended to be taken in any of the reports.

          The name, address and telephone number of the regional office of the Pennsylvania Department

of Environmental Resources (now the Pennsylvania Department of Environmental Protection) and the

United States Environmental Protection Agency are set forth below:

Pennsylvania Department of Environmental Protection
Region III
Southcentral Office
P.O. Box 48464
Harrisburg, PA 17105
(717) 657-4585

United States Environmental Protection Agency
841 Chestnut Street
Philadelphia, PA 19107
(215) 566-5000

Section XXXIII.          Miscellaneous

          A.     Common Element Water. The Common Elements have a separate water metering

system.

          B.     Unit Water and Sewer. Water and sewer service will be billed to the Association

and, through sub-meters for Units within Building 1, will be billed to each Unit Owner as a Limited

Common Element Expenses. The billing for Units within Building 2 shall be calculated on a “per fixture”

basis for each unit. A fixture shall be defined as an attached item that is connected to the Building’s

water supply such as a sink, toilet, dishwasher, washing machine, hot water heater, etc. Each Unit

owner shall pay his or her percentage of the total fixtures within Building 2.

          C.     Trash Removal. Trash removal for residential Unit Owners will be provided by the

City of Lancaster. Each residential Unit Owner will be responsible for payment of all trash removal

charges billed by the City. Removal of trash from commercial Units will be handled by each individual

                                                   - 24 -
commercial Unit occupier or will be a Limited Common Element Expense charged to each commercial

Condominium Unit Owner. Unit Owners are responsible to take their trash to dumpsters located on the

Condominium Property.




                                              - 25 -
                                EXHIBIT "1"
              CENTER CITY LOFTS UNIT OWNERS ASSOCIATION, INC.
                            Lancaster, Pennsylvania

                 PROPOSED GENERAL EXPENSE BUDGET
FISCAL YEAR BEGINNING ______________________
Expenses:
CENTER CITY LOFTS, A CONDOMINIUM
I. TOTAL CONDOMINIUM CAM EXPENSES                 2007 BUDGET

MANAGEMENT FEE                                       $   600.00
YEARLY WINDOW CLEANING                               $   600.00
MAINTENANCE - OTHER
ACCOUNTING                                           $    600.00
SPRINKLER INSPECTION                                 $    250.00
BUILDING REPAIRS                                     $    500.00
VERIZON - FIRE LINE                                  $    500.00
FIRE ALARM MONITORS / SELECT SECURITY                $  1,500.00
INSURANCE                                            $  5,500.00
MISCELLANEOUS                                         $        -
REPLACEMENT RESERVE                                  $ 3,900.00
RESERVE ACCOUNT
CAM TOTAL                                            $ 13,950.00
Amount deposited to Reserve over the Budget


ALL UNITS PERCENTAGE ALLOCATIONS
31-33 NORTH QUEEN STREET (BUILDING 1)              44.08%
31 North Queen: Chinese 88 Express                  6.50%
33 North Queen: Sakura Restaurant                   7.11%
5 E. Grant, Suite 102: Hammel Assoc. Architects    13.77%
5 E. Grant, Suite 200: Hammel Residence            16.70%
35-37 NORTH QUEEN STREET (BUILDING 2)               55.9%
 35 North Queen: Rent-A-Center                     17.72%
25 E. Grant, Suite 100: Meeder Development          5.28%
25 E. Grant, Suite 101: Vacant                      9.37%
25 E. Grant, Suite 201: Vacant                      7.28%
25 E. Grant, Suite 202: Vacant                      8.27%
25 E. Grant, Suite 300: Vacant                      8.00%
                         TOTAL                       100%
              CENTER CITY LOFTS UNIT OWNERS ASSOCIATION, INC.
                            Lancaster, Pennsylvania

               PROPOSED LIMITED COMMON / ELEVATOR BUDGET
             FISCAL YEAR BEGINNING ______________________

CENTER CITY LOFTS, A CONDOMINIUM
II. LIMITED COMMON / ELEVATOR             2007 BUDGET
CONDOMINIUM CAM EXPENSES
TRASH REMOVAL                               $  1,400.00
WINDOW CLEANING                               $       -
MAINTENANCE--CLEANING                       $ 1,200.00
MAINTENANCE--OTHER                            $       -
ELEVATOR SERVICE CONTRACT & REPAIRS         $ 2,400.00
CAM TOTAL                                   $ 5,000.00



LIMITED COMMON / ELEVATOR UNIT PERCENTAGE ALLOCATIONS
31-33 NORTH QUEEN STREET                          44.37%
  31 North Queen: Chinese 88 Express               0.00%
  33 North Queen: Sakura Restaurant                0.00%
  5 E. Grant, Suite 102: Hammel Assoc. Architects 20.05%
  5 E. Grant, Suite 200: Hammel Residence         24.32%
35-37 NORTH QUEEN STREET                          55.62%
  35 North Queen: Rent-A-Center                    0.00%
  25 E. Grant, Suite 100: Meeder Development       7.69%
  25 E. Grant, Suite 101: Vacant                  13.64%
  25 E. Grant, Suite 201: Vacant                  10.60%
  25 E. Grant, Suite 202: Vacant                  12.04%
  25 E. Grant, Suite 300: Vacant                  11.65%
TOTAL                                             100.0%




          CENTER CITY LOFTS UNIT OWNERS ASSOCIATION, INC.
                        Lancaster, Pennsylvania

      PROPOSED EXCLUSIVE BUILDING 2 COMMON EXPENSE BUDGET
            FISCAL YEAR BEGINNING ______________________

CENTER CITY LOFTS, A CONDOMINIUM
III. EXCLUSIVE BUILDING 2 EXPENSES        2007 BUDGET

                             - 2 -
COMMON ELECTRIC                                          $ 3,600.00
WATER & SEWER                                            $   900.00
CAM TOTAL                                                $ 4,500.00

BUILDING 2 UNITS PERCENTAGE
ALLOCATIONS
31-33 NORTH QUEEN STREET                              0.00% W/S                 Fixture %
                                                            Fixtures
31 North Queen: Chinese 88 Express                    0.00%
33 North Queen: Sakura Restaurant                     0.00%
5 E. Grant, Suite 102: Hammel Assoc. Architects       0.00%
5 E. Grant, Suite 200: Hammel Residence               0.00%
35-37 NORTH QUEEN STREET                             99.99%
35 North Queen: Rent-A-Center                        34.64%                 3            7%
25 E. Grant, Suite 100: Meeder Development            9.90%                 4            9%
25 E. Grant, Suite 101: Proto                        16.33%                 4            9%
25 E. Grant, Suite 201: Vacant                       11.79%                11           25%
25 E. Grant, Suite 202: Vacant                       13.60%                11           25%
25 E. Grant, Suite 300: Vacant                       13.73%                11           25%
TOTAL                                                100.0%                44          100%




BUILDING #2 FIXTURE
SCHEDULE
   Fixtures    35 N Queen 100       101      201   202      300   TOTAL
    Toilets         1      1         1        2     2        2       9
     Sinks          1      2         2        4     4        4      17
     Tubs           0      0         0        1     1        1       3
   Showers          0      0         0        1     1        1       3
 Dishwashers        0      0         0        1     1        1       3
   Washing          0      0         0        1     1        1       3
  Machines
 Water Heaters      1      1         1        1     1        1        6
Total Fixtures      3      4         4       11    11       11        44




                                     - 3 -
             CENTER CITY LOFTS UNIT OWNERS ASSOCIATION, INC.

                              SINKING FUND BUDGET

Common Areas               Cost Per Item Useful Life Per Year Total Units
                                         (yrs)
Elevator                    $    50,000     20      $ 2,500          1
Common Flooring             $    12,000     15      $    800         1
Replacement
Sidewalk                     $      3,000     20     $    150
Common Painting              $      4,000      5     $    800        1

TOTAL                                                $   4,250

Note: All above is included in Replacement Reserve




                                    - 4 -
                                   EXHIBIT "2"
                 CENTER CITY LOFTS UNIT OWNERS ASSOCIATION, INC.
                             CURRENT BALANCE SHEET

                             (As of ____________________)


Assets:

          Cash                                              $100.00



Liabilities:                                                  -0-




Net Worth:                                                  $100.00
           EXHIBIT "3"
CENTER CITY LOFTS, A CONDOMINIUM

     SPECIMEN TITLE REPORT
                                   EXHIBIT "4"
                        CENTER CITY LOFTS, A CONDOMINIUM

        DECLARANT'S STATEMENT OF STRUCTURAL AND MAJOR UTILITY
            COMPONENTS, DATES OF CONSTRUCTION, CONDITION,
                  USEFUL LIFE AND REPLACEMENT COSTS

STRUCTURAL              DATE OF         CONDITION USEFUL REPLACEMENT PER
COMPONENT               CONSTRUCTION              LIFE    COST       YEAR
                                                  (YEARS)
Foundation
  All Buildings

   Building One              1890       Good      100      $ 200,000    $2,000.00
   Building Two              1910       Good      100      $ 200,000    $2,000.00
Roof Structure
   All Buildings
   Building One                         Good      30       $   15,000   $ 500.00
   Building Two                         Fair      30       $   15,000   $ 500.00
Roof System
   All Buildings
   Building One              2006       New       25       $   22,000   $ 880.00
   Building Two              2006       New       25       $   25,000   $1,000.00
Structural Walls--Exterior
   All Buildings
   Building One              1890       Good      100      $ 150,000    $1,500.00
   Building Two              1890       Good      100      $ 150,000    $1,500.00
Demising Walls & Flooring
   All Buildings                                  15       $   12,000   $ 800.00
   Building One
   Building Two
Sidewalks and Parking Lot
   All Buildings
   Building One              2006       New       25       $    1,500   $   60.00
   Building Two              2006       New       25       $    1,500   $   60.00
Plumbing
   All Buildings
   Building One                                   50       $   75,000   $1,500.00
   Building Two                                   50       $   85,000   $1,700.00
Electrical
   All Buildings
   Building One                                   40       $   75,000   $1,875.00
   Building Two                                   40       $   75,000   $1,875.00
Elevator
   All Buildings                Fair      20       $   50,000   $2,500.00
   Building One                                    $    -
   Building Two
Sprinkler System
   All Buildings                          30       $   18,000   $ 600.00
   Building One                 New
   Building Two
TOTAL REPLACEMENT                                  $1,170,000
COSTS

All Buildings                                      $ 80,000     $3,900.00
Building One                                       $ 538,500    $8,315.00
Building Two                                       $ 551,500    $8,635.00
Total                                              $1,170,000



                           EXHIBIT "5"
                CENTER CITY LOFTS, A CONDOMINIUM

                         DECLARATION
                  EXHIBIT "6"
CENTER CITY LOFTS UNIT OWNERS ASSOCIATION, INC.

          ARTICLES OF INCORPORATION
                  EXHIBIT "7"
CENTER CITY LOFTS UNIT OWNERS ASSOCIATION, INC.

                   BY-LAWS
                                     EXHIBIT "8"
                          CENTER CITY LOFTS, A CONDOMINIUM

                                   RULES AND REGULATIONS


The following Rules apply to all owners and occupants of Units:

             ARTICLE I - USE OF UNITS AFFECTING COMMON ELEMENTS

        Section 1.1. Occupancy Restrictions. Units are limited to occupancy by single families as
defined in the Declaration. For use and occupancy restrictions, please see Article X of the Declaration.

        Section 1.2. No Commercial Use. Except for those activities conducted as a part of the
marketing and development program of Declarant, no industry, business, trade or commercial activities,
other than home professional pursuits without employees, public visits or non-residential storage, mail or
other use of a Unit, shall be conducted, maintained or permitted on any part of the Condominium. No
signs, window displays or advertising, except for a name plate or sign not exceeding nine (9) square
inches in area on the main door to each Unit, shall be maintained or permitted on any part of the
Common Elements or any Unit. No Unit shall be advertised as being used or rented for transient, hotel
or motel purposes. "For Sale" signs not exceeding five (5) square feet in area may be posted at the
entrance to the Condominium, together with the number of the Unit for sale, with that Unit Owner's
permission.

        Section 1.3. Electrical Devices or Fixtures. No electrical device which creates electrical
overloading of standard circuits may be used without permission from the Executive Board. Misuse or
abuse of appliances, circuits or fixtures within a Unit which affects other Units or the Common Elements
is prohibited. Any damage resulting from this misuse shall be the responsibility of the Unit Owner from
whose Unit it was caused.

        Section 1.4. Decorative Displays Outside of Units. Unit Owners shall not cause or
permit anything other than conventional draperies, curtains and holiday decorations to be hung,
displayed or exposed at or on the outside of windows or outside of Units without the prior consent of
the Executive Board or the committee, if any, established by the Executive Board which has jurisdiction
over these matters.

       Section 1.5. Color of Exteriors. Unit Owners shall not paint, stain or otherwise change the
color of any doorway leading to a Unit without the prior consent of the Executive Board or the
committee then established, if any, having jurisdiction over these matters.

       Section 1.6. Cleanliness.         Unit Owners shall keep their Units in a good state of
preservation and cleanliness.

        Section 1.7.    Electrical Usage. Total electrical usage in any Unit shall not exceed the
capacity of the circuits as labeled on the circuit breaker boxes.

                         ARTICLE II - USE OF COMMON ELEMENTS

        Section 2.1. Obstructions. There shall be no obstruction of the Common Elements, nor
shall anything be stored outside of the Units without the prior consent of the Executive Board, except as
expressly provided.

       Section 2.2. Proper Use. Common Elements shall be used only for the purposes for which
they were designed. No person shall commit waste on the Common Elements, interfere with their
proper use by others or commit any nuisances, vandalism or damage on or to the Common Elements.

           Section 2.3. Alterations, Additions or Improvements to Common Elements. No
alterations, additions or improvements may be made to the Common Elements without the prior consent
of the Executive Board or the committee established by the Executive Board, if any, having jurisdiction
over these matters. No clothes, laundry or any other kind or articles, other than holiday decorations on
doors only, shall be hung out of the Buildings or exposed or placed on the outside walls or doors of the
Buildings or on trees. No sign, awning, canopy, shutter, antenna or satellite dish shall be affixed to or
placed upon the exterior walls or doors, roof or any part thereof or exposed on or at any window
without the written consent of the Association. In no event will a satellite dish exceeding eighteen (18)
inches in diameter be permitted. If approved by the Association, the location will be approved by the
Association. A Unit Owner requesting a satellite dish location will be responsible for the cost of
installation thereof at the location specified by the Association and shall further be responsible for any
infiltration, leaks or damage caused by the installation, operation or maintenance of the satellite dish.

                 ARTICLE III - ACTIONS OF OWNERS AND OCCUPANTS

          Section 3.1. Annoyance or Nuisance. No noxious, offensive, dangerous or unsafe activity
shall be carried on in any Unit, or the Common Elements, nor shall anything be done therein, either
willfully or negligently, which may be or become an annoyance or nuisance to the other Unit Owners or
occupants or which may interfere with their peaceful enjoyment of the Common Elements for the
purposes for which they were designed. No Unit Owner or occupant shall make or permit any
disturbing noises or nuisance activities or do or permit anything to be done that will interfere with the
rights, comforts or convenience of other Unit Owners or occupants. No Unit Owner or occupant shall
play, or suffer to be played, any musical instrument or operate, or suffer to be operated, an engine,
device, phonograph, television set or radio at high volume or in any other manner that shall cause
unreasonable disturbances to other Unit Owners or occupants.

         Section 3.2. Compliance With Law. No immoral, improper, offensive or unlawful use may
be made of the Property. Unit Owners shall comply with and conform to all applicable laws and
regulations of the United States and of the Commonwealth of Pennsylvania and with all ordinances, rules
and regulations of the City of Lancaster. The violating Unit Owner shall hold the Association and other
Unit Owners harmless from all fines, penalties, costs and prosecutions for any violation or
noncompliance.
                                              - 2 -
        Section 3.3. Pets. No animals, birds or reptiles of any kind shall be raised, bred or kept on
the Property or brought on the Common Elements except for: no more than one (1) dog of less than
twenty-seven (27) inches in height at the shoulder at maturity and of gentle disposition; no more than
two (2) cats, or other household pets, approved and licensed by the Executive Board or the manager as
to compatibility with the Condominium. Pets may not be kept, bred or maintained for any commercial
purposes. Any pet causing or creating a nuisance or unreasonable disturbance or noise shall be
permanently removed from the Property upon three (3) days' written notice following notice from and
hearing before the Executive Board. In no event shall any dog be permitted in any portion of the
Common Elements unless carried or on a leash. No dogs shall be curbed in any courtyard or close to
any patio or terrace, in the street or special areas designated by the Executive Board. The owner shall
hold the Association harmless from any claim resulting from any action of the owner's pet. Seeing-eye
dogs and hearing-ear dogs will be permitted for those persons holding certificates of necessity.

        Section 3.4. Indemnification for Actions of Others. Unit Owners shall hold the
Association and other Unit Owners and occupants harmless for the actions of their children, tenants,
guests, pets, servants, employees, agents, invitees or licensees.

         Section 3.5. Employees of Management. No Unit Owner shall send any employee of the
manager off of the Property on any private business of the Unit Owner, nor shall any employee be used
for the individual benefit of the Unit Owner, unless in the pursuit of the mutual benefit of all Unit Owners,
or unless pursuant to the provision of special services for a fee to be paid to the Association.

        Section 3.6. Lint Filters on Dryers; Grease Screens on Stove Hoods. All dryers will
have lint filters which will remain installed and prevent lint from accumulating in the vent duct. All stove
hoods will have grease screens which will remain installed and prevent grease from accumulating in the
vent duct. All filters and screens will at all times be used and kept clean and in good order and repair
by the Unit Owner.

                                    ARTICLE IV - INSURANCE

         Section 4.1. Increase in Rating, Cancellation. Nothing shall be done or kept which will
increase the rate of insurance on the Buildings or their contents without the prior consent of the
Executive Board. No Unit Owner shall permit anything to be done or kept on the Property which will
result in the cancellation of insurance coverage on the Buildings or their contents or which would be in
violation of any law.

       Section 4.2. Rules of Insurance. Unit Owners and occupants shall comply with the rules
and regulations contained in any fire and liability insurance policy on the Property.

       Section 4.3. Reports of Damage. Damage by fire or accident affecting the Property, and
persons injured by or responsible for any damage, fire or accident, must be promptly reported to the
manager or a Director by any person having knowledge of the damage.

                                              - 3 -
                                     ARTICLE V - RUBBISH

        Section 5.1. Deposit of Rubbish. Trash and recycling dumpsters are located in the
southwest corner of the Property. Trash pickup will be from those locations only. Occupants will be
responsible for removal of trash and recycling items from their Units to the trash or recycling dumpster
locations. Trash is to be deposited within those locations. The areas are to be kept neat, clean and free
of debris. Long term storage of rubbish in the Units is forbidden.

       Section 5.2. Trash Storage. No storage of trash will be permitted in or outside any Unit in
a manner which permits the spread of fire or encourages vermin.

        Section 5.3. Trash Accumulation. No garbage cans or trash barrels shall be placed
outside the Units except within enclosed courtyards. No accumulation of rubbish, debris or unsightly
materials shall be permitted in the Common Elements except in designated trash storage containers. No
rugs or mops shall be shaken or hung from any window.

                               ARTICLE VI - MOTOR VEHICLES

        Section 6.1. Trucks, Trailers and Commercial Vehicles. Trucks and other vehicles
having more than four (4) tires, trailers and commercial vehicles are prohibited in the parking areas and
driveways except for temporary loading and unloading for periods not in excess of ten (10) hours or as
may be designated by the Executive Board. Construction equipment used in the actual repair,
construction or maintenance of the Property will not be so restricted during use.

       Section 6.2. Compliance with Law. All persons will comply with Pennsylvania laws,
Department of Motor Vehicle regulations and applicable local ordinances on the roads, drives and
Property.

         Section 6.3. Limitations on Use. The use of Limited Common Element parking spaces is
limited to use by the occupants of the Unit to which they are assigned as Limited Common Elements and
their guests.

        Section 6.4. Assignment of Parking Spaces. The Association, from time to time, may
assign specific parking spaces to specific Unit Owners.

      Section 6.5. Assignment of Storage Units. Individual storage units located in the
basement will be assigned to Unit Owners by the Association.

         Section 6.6. Permitted Storage. Only normal household items may be stored in the
storage units. No hazardous or toxic substances shall be stored in the storage units and no storage unit
shall be used for any commercial or business purpose.

        Section 6.7. Unlicensed or Immobile Vehicles. No vehicle may be parked in the parking
areas other that licensed motor vehicles which vehicles are equipped for passage on public highways
                                            - 4 -
and are actually used by licensed drivers on public roads. All highway vehicles used or parked on the
Property will be licensed, properly equipped and in operating condition for safe travel on public
highways of the state. Except for temporary repairs not involving immobility in excess of ten (10) hours,
highway vehicles will not be disassembled, repaired, rebuilt, painted or constructed on the Property.
Following notice and hearing, the Association may remove, at the cost of the Unit Owner, any vehicle
remaining immobile in excess of forty-eight (48) hours.

                           ARTICLE VII - RIGHTS OF DECLARANT

         Section 7.1. Declarant may make use of the unsold Units and Common Elements to facilitate
completion and sale of the Condominium. This use includes, but is not limited to, maintenance of a sales
office, the showing of the Common Elements and unsold Units, the display of signs, the use of vehicles
and the storage of materials. Interference with work men or with areas under construction is prohibited.
 Entrance into construction or Declarant's restricted areas will be only with representatives of Declarant.

                   ARTICLE VIII - GENERAL ADMINISTRATIVE RULES

         Section 8.1. Consent. Any consent or approval required by these Rules must be obtained
in writing prior to undertaking the action to which it refers.

        Section 8.2. Complaint. Any formal complaint regarding the management of the Property
or the actions of other Unit Owners shall be made in writing to the Executive Board or to an appropriate
committee.




                                             - 5 -
           EXHIBIT "9"
CENTER CITY LOFTS, A CONDOMINIUM

          FLOOR PLANS
                                      EXHIBIT "10"
                           CENTER CITY LOFTS, A CONDOMINIUM

             SCHEDULE OF GOVERNMENTAL APPROVALS AND PERMITS


Name                                    Status                       Expiration Date


Building Permits

Certificate of Occupancy                To be issued for each Unit      N/A
                                        as completed
  EXHIBIT "11"

PLATS AND PLANS
                                       EXHIBIT "12"

                          UNIT OWNERS' UNDIVIDED SHARES

Unit No.                                                          Undivided Share


31                                                                       6.50

33                                                                       7.11

35                                                                       17.72

100                                                                      5.28

101                                                                      9.37

102                                                                      13.77

200                                                                      16.70

201                                                                      7.28

202                                                                      8.27

300                                                                      8.00

Note: Undivided shares are subject to change in the event that Units 201, 202 or 300 are
      expanded.
SCHEDULE OF EXHIBITS TO PUBLIC OFFERING STATEMENT OF
                CENTER CITY LOFTS, A CONDOMINIUM


Exhibit "1"    Proposed Budget of Association

Exhibit "2"    Balance Sheet of Association

Exhibit "3"    Specimen Title Report

Exhibit "4"    Declarant's Statement of Structural and Major Utility Components, Dates
               of Construction, Condition, Useful Life and Replacement Costs

Exhibit "5"    Declaration

Exhibit "6"    Articles of Incorporation

Exhibit "7"    By-Laws

Exhibit "8"    Rules and Regulations

Exhibit "9"    Floor Plans

Exhibit "10"   Schedule of Governmental Approvals and Permits

Exhibit "11"   Plats and Plans

Exhibit "12"   Unit Owners' Undivided Shares
                             PUBLIC OFFERING STATEMENT
                                          ***
                                    Table of Contents
                                                                                  Page
Introduction
Section I               Narrative
Section II              The Seller (Declarant)
Section III             General Description of Condominium
Section IV              Rights Reserved by Declarant
Section V               Condominium Documents (see exhibits)
Section VI              Center City Lofts Unit Owners Association, Inc.
                        (the "Association")
Section VII             Board of Directors
Section VIII            The By-Laws
Section IX              Control of the Condominium Association by Declarant
Section X               Estimated Common Expenses and Maintenance Expenses
Section XI              Lien for Non-Payment of Assessments
Section XII             Sale of Units
Section XIII            Estimated Settlement Costs, Expenses and Apportionments
Section XIV             Income Tax Matters
Section XV              Warranties
Section XVI             Real Estate Taxes
Section XVII            Sale or Lease of Units by Declarant
Section XVIII           Sale or Lease of any Unit by a Unit Owner
Section XIX             Insurance
Section XX              Reservation of Declarant's Rights
Section XXI             Statement of Judgments
Section XXII            Escrow of Deposits
Section XXIII           Finances of Association
Section XXIV            Liens and Encumbrances
Section XXV             Termination of the Condominium
Section XXVI            Construction Mortgage
Section XXVII Statement of Structural Components, Useful Life and
                        Replacement Value
Section XXVIII          Allocation of Votes and Cumulative or Class Voting
Section XXIX            Master Associations
Section XXX             Governmental Approvals and Permits
Section XXXI            Uncured Notices of Violations of Governmental
                        Requirements
Section XXXII Hazardous Conditions, Etc.
Section XXXIII          Miscellaneous
Schedule of Exhibits, Exhibits
126955.1

				
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