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HomeMy WebLinkAbout02-0347APR-24-2002 WED 08:5! AM PA OFF OF ATTY GEN ESTRN FAX NO. 2155602202 P. S¢nl: viii telefax (717)249-7334 and f:irst Class U.S. Mail COMMONW~r~LTH OF PENNSYLVANIA OFFICE OF ATTORNEY GENERAL April 23, 2002 A I"f OP, NEY ¢½ENERAL Charitable Trusts and Or§anizations Section 21 S. 12th Street, 3rd Floor Philadelphia, PA 19107-3603 Telephone: (215) 560.2402 Fax: (2.15) 560~2202 Sloven I. Fishman, Esquire 5alzman, DePaulis & Fishman 39 Alexander Spring Road, Suite 3 (;,wlish,, PA 1 ?01.3 Re: Newviile Medical Foundaliun Mr. Fisllman: I h~ve reviewed your April 19, 2002 correspondence and the Petition To Approve .*;ale, 'l'r~n.~fer and Charitable Use of Nonprofit Corporation Assets of tl~e Newviile Medical o~,~datinn with attachments, and have no objection to tho relief requested. I am writin~ confirm Ihe Ne~wille Medical Foundation's commitment to provide the amended corpor.'tlo docUmelltS discuss~t in the Petition m~d to provide periodic reports and rotmlinBs to Ihe Office of Attorney General on Ihe operation of the Foundation. As w(~ di:¢cu~mcd, the Newville Medical Foundation will provide annual reports to the Office of A~lnCm~y (;choral, Charitable Trusts and Organizations Sedion for a five year (5) year imriod beBinnin~ in June, 2003. These repo~s will include a brief narrative statement thrums,ti ion on the implementation of Ihe Foundation's charitable mission and financial sh~lnmt::nl~. The Foundation may submit its 99~PF tax returns in lieu of formal financial ~[..~t(.,~nenl~. The rel~orl~ should be sent to my attention. PIc, ase forward a copy of any order entered by the Court so that I can complete my fib:. '[hank you for your attention to Ibis matter. If you have any questions, please do not h~'-,it,,le lo ~'ontact me at (215)560-21 72. M(TK Very trtlly yours, Deputy Attorney General NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS COURT DIVISION No. PETITION TO APPROVE SALE, TRANSFER AND CHARITABLE USE OF NONPROFIT CORPORATION ASSETS OF THE NEWVILLE MEDICAL FOUNDATION AND NOW comes the Newville Medical Foundation, a Pennsylvania Nonprofit Corporation, (herein "Petitioner") by and through its counsel, Steven J. Fishman, Esquire, and petitions Your Honorable Court for approval of its Plan of Sale of Assets (which plan includes the private sale of substantially all of its property) and in support hereof avers and represents, as follows: 1. The Petitioner is a Pennsylvania Nonprofit, non-stock corporation, having been incorporated January 27, 1972. The Petitioner operates under authority of Amended Articles of Incorporation filed with the Department of State as of February 22, 1999. A true and correct copy of Petitioner's Amended Articles of Incorporation is attached and made a part hereof as Exhibit "1". The Petitioner's Board of Directors is a community based, volunteer board, which controls its affairs and has no relationship other than as landlord and tenant with the prospective purchaser of the assets described herein. 2. The Petitioner is a charitable organization as the same is defined in 20 Pa.C.S.A. §6101, and is recognized by the Internal Revenue Service ("IRS") as an organization described in Section 501(c) of the Internal Revenue Code. A copy of the Petitioner's determination letter from the Internal Revenue Service is attached and labeled Exhibit "2". 3. This matter is within the mandatory jurisdiction of this Court pursuant to the provisions of Section 711(21) of the PEF Code (20 Pa. C.S. 711(21)), and the provisions of 15 Pa.C.S.A. §5547(b). Venue is properly in Cumberland County pursuant to Section 726 of the PEF Code, 20 Pa. C.S.A. §726. 4. The Petitioner has adopted a Plan of Sale of Assets pursuant to 15 Pa. C.S.A. §5930(a) (herein the "Plan") and as a part thereof Petitioner's Board has unanimously approved (as required by 15 Pa. C.S.A. §5546) the sale of the Petitioner's Real Property and appurtenances. A copy of Petitioner's Plan of Asset Sale is attached and labeled as Exhibit "3" 5. A copy of the Agreement of Sale for Petitioner's Real Estate and appurtenances (herein the "Agreement"), which is the basis of its Plan of Sale, is attached and made a part hereto as Exhibit "4". The said Agreement was amended by Agreement dated March 19, 2002, a copy of which is attached hereto and made a part hereof asEx. 6. A copy of the deed for Petitioner's Real Estate is attached hereto and made a part hereof as Exhibit "6". 7. Petitioner's Real Estate consists of a lot of ground and the improvements erected and constructed thereon (together with the appurtenant fixtures and tangible personality) which is commonly referred to as the "Graham Medical Clinic" (herein the "Property") and which has an address of 100 South Big Spring Avenue, Newville, Pennsylvania 17241. Since its incorporation, Petitioner has owned, improved, maintained and leased the Property to the proposed purchasers and their predecessor physician associates for the operation of the clinic. 8. The fair market value of the Petitioner's property at the time of execution of the aforementioned Agreement of Sale was $575,000, as determined by the appraisal of Steven W. Barrett, Certified Appraiser. The property was re-appraised by Larry E. Foote, CGA, on April 11, 2001. This appraisal established a fair market value of $592,000. Inasmuch as the Board believes that the purchase price as provided in the aforementioned Agreement of Sale is binding on the Board and considering the potential difficulty of finding another purchaser that could meet the health care needs of the community the Board believes that the value for sale purposes is $575,000. A copy of each appraisal is attached and made a part hereof as Exhibits "7" and "8". 9. There are attached hereto and labeled Exhibit "9" an affidavit of Steven W. Barrett certified appraiser, which evidence (as required by Orphans Court Rules, Rule No. 12.10): a) That the present fair market value as of the date of the subject Agreement of Sale for the Property is $575,000. b) That the price and terms of the private sale under the Agreement (Exhibit 4) are equal to or more than could reasonably be expected from a public sale. 10. Under the terms of the private sale, the Petitioner will, after settlement, be relieved of debt totaling $264,000 and will hold a full recourse note (secured by a second lien mortgage) in the principal sum of approximately $311,000 with monthly amortization payments as described in the Plan. The Petitioner will, after the sale, continue to be able to undertake and/or support programs and activities for the improvement of the health, welfare and medical services of the people of the Newville Community. The sale will help assure that the clinic is staffed and operated as a medical facility in the Newville community, in furtherance of the purposes of the Petitioner and consistent with its charitable purposes. The sale does not constitute a failure to purpose or a diversion of the Property from the objects to which it was originally dedicated. 11. The original funding (exclusive of borrowed funds) for Petitioner's project was obtained as the result of a Cy Pres Order in the Estate of the late John Graham. A copy of the Will, Cy Pres Petition and Final Decree of Your Court, dated July 21, 1972, are attached hereto and labeled 10, 11, & 12 respectively. At or about the same time as the original Cy Pres Order your Petitioner and the Board of Directors of the John Graham Library of Newville (herein the "Graham Board") entered into an Agreement dated June 21, 1972, and amended by a document entitled "Amended Articles of Agreement" which was dated November 29, 1973, and which was recorded in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania in Miscellaneous Book 209 at Page 831. A copy of the Amended Articles of Agreement is attached hereto as Exhibit 13. The original Agreement of June 21, 1972 has been lost and no copies are available or of record. 12. No member of the Foundation's Board or its employees will receive any benefit, including financial or other benefits, such as employment contracts, as a result of the proposed transaction. 13. The Petitioner will immediately commence to provide the services to be carried on post-closing. 14. The proceeds of the sale will be kept in the Foundation's trust accounts until such funds are needed to accomplish the services herein described. 15. The Petitioner plans to utilize both principal and interest as necessary to carry out its plan of service. 16. Petitioner believes and therefore avers that its Plan of Sale of Assets and future plans for programs in the Newville area are consistent with and in furtherance of its obligation to serve the purpose of providing quality healthcare for the people of Newville and vicinity. 17. A copy of this Petition and Plan and the notice of its filing have (as required by the Orphans Court Rules) been given to the Commonwealth of Pennsylvania Charitable Trust Division and additional information has been submitted thereto. No other person or entity is required by law or rule of court to receive notice of this petition. NOW, THEREFORE, in consideration of the foregoing, your Petitioner requests that Your Honorable Court issue an order setting a hearing upon this Petition and thereafter issue an Order approving the Plan of Sale of Assets (and the private sale pursuant to the terms of the Agreement) and holding that the Plan of Sale is not a failure of purpose and authorizing the Board to take such actions as may be necessary and desirable to consummate the sale and carry out the plan. Notice of this Petition and the hearing shall be served by citation on the Commonwealth of Pennsylvania Charitable Trusts Division. Respectfully submitted, Steven J. Fishman, Esquire Attorney ID#16269 Salzrnann, DePaulis, Fishman & Morgenthal, P.C. 95 Alexander Spring Road Carlisle, PA 17013 (717) 249-6333 Newville Medical Foundation, Petitioner, Stanley L. Spencey/Chairman VERIFICATION I, STEVEN J. FISHMAN, ESQUIRE, of the firm of Salzmann, DePaulis, Fishman & Morgenthal, P.C., attorneys for Newville Medical Foundation in the within action, certify that the statements made in the foregoing Petition to Approve the Private Sale of Substantially All of the Property of the Newville Medical Foundation Pursuant to a Definitive Agreement and Plan in Accordance with 20 Pa. C.S. Section 711(21) and Chapter 59 of the Pennsylvania Nonprofit Corporation Law are true and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Date: Steven J. Fishman, Esquire Attorney for Petitioner Attorney ID# 16269 i111111 I., 1 VII URV Microfilm Number. Entity Number AC,"T'IN~, 8ec:mlJy d tim ~ ARTICLE~ OF AMENDMENT - DOMES~G NONPROFIT CORPOFIATION in compr~nce with the requirements d 1S Pa. 0.6. i rdllS (~ to ankles d amendment), ere undendgned nonpror~ b'orporagon, desiring to amencl its ani~lGs, hereby ~ thsl: 1, The name cd the corporaion ~ ~'-v~LT~ lW~nICA~ ~'OT~'DAT'rON Tho address of this corporation's ctment (a) regtslemd ~ in this Gommemvealth or Co) commere~ registered office provider and the county of venue is (Ihs Oepmmmm is hereby aullYxtzad te cane(~ the Iolowing address to conform to Ihe records of the Depa~Ttem): (a) 100 South Hig.~ St, PO Box 100, Newtlle PA 17241 Cumberland Number md 81reJ4 :L The~ulebyofunde~whkll~wasincoq~orAed~: PA Nnn-P~nf~t Cnrn Ln%]. App. Mn? 5, 1933. 4. The dam d hs inco~ is: January 27, 1972 X__The amendment shall be et/We upon tiling these Articles d Amendment in the Department ot ___The amendment shall be elfective on: 6. (CIm~ one d me IolkNan~: The amendment was adopted lay the membms putsuam to 15 Pa. C.$. X.__~e amendmen~ was adopted by the board of dimclms pursuant to lS Pa. C.G. § 5914(b). ?. (Check. and il ~ em,mk~ me d the ~: The amondment adopted by the corporation, set/onh in lull, is as follows: PL 289 X The amendment adopted by the corporation as eat forth in full in Exhibit A, a~ached hereto and made a pag hereof. FEB-2.1-99 SUN 01:23 PM HAMILTON DAVIS FAX NO, 717 630 6222 P, u3 114 'I'~cS'TIMO~ ~F. th, ~_~ him ~ th.~ d~t= be ,igned by ,duly h-E~T~m~ 14EDTCAL SUN 01:2 PM H ILTON D VIS NO, 717 530 5222 P, 05 PURPOSES OF NL~_LLE HEDZ~L FOUNDXTZON The corporation is incorporated Corporation Law of the Commonwealth of following purpose or purposes: under the Nonprofit Pennsylvania for the (a} Generally to have the power to engage in any and all lawful acts and activities incid~tal to its specific purposes, as set forth herein, except as may be restri~ed hereinafter. All references herein to the "CODE" shall be references to the Internal Revenue Code of 1986 or the successors thereof or amendments thereto. (b) The corporation shall have unlimited power to engage in and do any lawful act concerning any and all lawful purposes for which Non-profit Corporations may be incorporated under the Pennsylvania Non-Profit Corporation Law approved Nay 5, 1933, P.L. 289, as amended, and as an organization described in § 501(c)(4) of the Code. (c) The purpose of the Corporation is exclusively for the promotion of ~he social welfare of the community (which includes the Borough of Newville and the surrounding Townships, Cumberland county, Pennsylvania) by fostering the general welfare and common good of the people o£ the commtmity by the establishment and maintenance of an adequate and modern medical facility (clinic) so that medical services may be provided for the welfare and needs of the people of the community. The net earnings of the Corporation shall be devoted exclusively to carrying out this purpose and any other related charitable purposes. (d) The corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status (1) as a corporation which is exempt from Federal Income Taxation as an organization described in §501(c)(4) of the Code. (e) No part of the net earnings of the corporation shall inure to the benefit or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. (f) Except as may be permitted by law, no substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation~ or participating in, or intervening in, (including the publishing or distributing of statements), any political campaign on behalf of iiriiiil.,lul'l UrlV iD ri'lA l'lU, I ! I U,3U O,"~'," r, uU any candidate for public office~ and the corporation engage in any activities that are unlawful under Federal, State or local laws. shall not applicable (g) The corporation shall not operate for the purpose of carrying on a trade or business for profit. (h) Upon a dissolution of the corporation, the Board of directors, after making provision for the payment of all the liabilities of the corporation, shall arrange £orthe distribution of all the assets of the corporation exclusively for the tax exempt purposes of the corporation, either by direct distribution or.by distribution to one or more orqanizations contributions to which are deductible under §170(o)(2) of the Code, as the board of directors may determine. Any of such assets not so distributed within a reasonable period of time after the dissolution of the corporation shall be disposed of in accordance with the direction of any ccur~ having jurisdiction in the county in which the principle office of the corporation last was located, exclusively in such manner as in the judgment of such court, will best accomplish the purposes for which ~he corporation was organized. INTERNAL REVENUE SERVICE DISTRICT DIRECTOR P. O. BOX 2508 CINCINNATI, OH 45201 Date: ~ ~B ~ NEWVILLE MEDICAL FOUNDATION C/O HAMILTON C DAVIS PO BOX 375 SHIPPENSBURG, PA 17257 APR 12 1999 DEPARTMENT OF THE TREASURY Employer Identification Number: 25-2106786 DLN: 17053061049029 Contact Person: DAVID A DOEKER Contact Telephone Number: (877) 829-5500 Internal Revenue Code Section 501(c) (4) Accounting Period Ending: December 31 Form 990 Required: Yes Addendum Applies: No ID# 31168 Dear Applicant: Based on information supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from Federal income tax under section 501(a) of the Internal Revenue Code as an organization described in the section indicated above. Unless specifically excepted, you are liable for taxes under the Federal Insurance Contributions Act (social security taxes) for each employee to whom you pay $100 or more during a calendar year. And, unless excepted, you are also liable for tax under the Federal Unemployment Tax Act for each employee to whom you pay $50 or more during a calendar quarter if, during the current or preceding calendar year, you had one or more employees at any time in each of 20 calendar weeks or you paid wages of $1,500 or more in any calendar quarter. If you have any questions about excise, employment, or other Federal taxes, please address them to this office. If your sources of support, or your purposes, character, or method of operation change, please let us know so we can consider the effect of the change on your exempt status. In the case of an amendment to your organiza- tional document or bylaws, please send us a copy of the amended document or bylaws. Also, you should inform us of all changes in your name or address. In the heading of this letter we have indicated whether you must file Form 990, Return of Organization Exempt From Income Tax. If Yes is indicated, you are required to file Form 990 only if your gross receipts each year are normally more than $25,000. However, if you receive a Form 990 package in the mail, please file the return even if you do not exceed the gross receipts test. If you are not required to file, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25,000 or less, and sign the return. If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5 Letter 948 (DO/CG) NEWVIL~.E MEDICAL FOUNDATION -2- percent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding $1,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1,000,000 shall not exceed $50,000. This penalty may also be charged if a return is not complete, so please be sure your return is complete before you file it. You are not required to file Federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unre- lated trade or business as defined in section 513 of the Code. You are required to make your annual return available for public inspection for three years after the return is due. You are also required to make available a copy of your exemption application, any supporting documents, and this exemption letter. Failure to make these documents available for public inspection may subject you to a penalty of $20 per day each day there is a failure to comply (up to a maximum of $10,000 in the case of an annual return). You need an employer identification number even if you have no employees. If an employer identification number was not entered on your application, a number will be assigned to you and you will be advised of it. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service. Donors may not deduct contributions to you because you are not an organ- ization described in section 170(c) of the Code. Under section 6113, any fundraising solicitation you make must include an express statement (in a conspicuous and easily recognizable format) that contributions or gifts to you are not deductible as charitable contributions for Federal income tax purposes. This provision does not apply, however, if your annual gross receipts are normally $100,000 or less, or if your solicitations are made to no more than ten persons during a calendar year. The law provides penalties for failure to comply with this requirement, unless failure is due to reasonable cause. If we have indicated in the heading of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. Because this letter could help resolve any questions about your exempt status, you should keep it in your permanent records. We have sent a copy of this letter to your representative as indicated in your power of attorney. Letter 948 (DO/CG) NEWVILLE MEDICAL FOUNDATION -3- If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yours, .......... ~.,~?~ /~Director Letter 948 (DO/CG) NEWVILLE MEDICAL FOUNDATION PLAN OF SALE OF ASSETS AND POST-SALE CHARITABLE ACTIVITIES This Plan of Sale of Assets is adopted in accordance with law by the Newville Medical Foundation (herein "foundation") pursuant to the provisions of 15 Pa.C.S.A. Section 5930(a). The terms of the Plan are as follows: 1. The Foundation will sell substantially all of its assets, consisting of the improved real estate (including fixtures and other personalty) to J. Anthony Townsend, Joseph A. Pion and Carol K. Robinson, Partners (herein "Buyers"), for the total consideration of $575,000. 2. The Sale shall be in accordance with the terms of the Agreement of Sale, dated October 8, 1999 and the Amendment thereto dated March 19, 2002, copies of which are attached hereto as Exhibits 4 and 5. 3. After closing, the Foundation will hold a full recourse Note of the Buyers, secured by a second lien mortgage (second only to the existing first mortgage being assumed by the Buyers under said Agreement of Sale) in the principal amount of approximately $311,000 with monthly amortized payments of principal and interest of $1,814.17 from closing until April 13,2011 and thereafter in payments of $5,333.00 monthly until paid in full. Interest shall accrue at the rate of seven (7%) on unpaid principal. The Buyers shall have the privilege of prepayment without restriction. Post Closing Activities: 4. Following the sale of the Real Estate Assets, Petitioner intends to remain in existence and will adopt amended and restated articles of incorporation and bylaws which will cause it to become a charitable health foundation whose purposes following the sale will be to engage in Section 501 (c)(3) activities to promote the health and wellness of the Newville area by continuing and supplementing current programs (including such activities as pre-natal education, well-baby clinics, school health education programs, immunizations, health education programs and health screening for the elderly and needy), and generally by: (a) (b) (c) (d) (e) (f) (g) (h) Engaging in activities related to the promotion of health and the improvement of the health status of persons in Petitioner's service area; Providing resources for the restoration and maintenance of health; Improving community health; _ Promoting health education Bringing high quality health care services to the service area; Supporting health related research benefiting residents in the service area; Promoting the general health and wellness of persons in the service area; and Engaging in certain fund-raising and related activities or programs. Petitioner's amended articles of incorporation will add specificity to the general purposes already authorized in its current articles, but will not expand such existing purposes. 5. Toward these objectives, Petitioner will, among other things, make grants to other nonprofit Section 501 (c)(3) organizations whose mission is to promote the health and wellness of the community served and may either directly engage in indigent clinical care service activities and/or act as a supporting organization to Section 501 (c)(3) organizations that provide indigent clinical care. Petitioner will continually evaluate the Purchaser's operations and the programs and services that it provides, as compared to the programs and services that the Foundation currently provides or that are otherwise needed in the community served, and Petitioner will, to the extent possible, apply its assets to bridge any gap between (a) community health services and programs now available and those that will be available following the sale, and (b) community health services and programs available following the sale and what community health services and programs are needed in the community served following the sale. 6. In accordance with its current and future charitable purposes, Petitioner will use its assets to ensure that the proposed sale will not create an adverse effect on the availability and affordability of health care services to the community and will ensure that traditionally under-served populations in the community maintain appropriate access to health care. 7. Following the transaction, and consistent with Petitioner's purposes under its existing Articles of Incorporation, Petitioner will be dedicated to serving the community's unmet health and wellness needs, particularly with regard to medically uninsured and under-served populations, and will focus on improving health and wellness, including, among other things, improving access to services, enhancing quality of care and addressing disease prevention and health promotion. 8. As a nonprofit, Section 501 (c)(3) organization, no part of Petitioner's net income will inure to the benefit of or be distributable to any private person, Petitioner's assets will be dedicated in perpetuity to tax-exempt purposes and the activities of Petitioner will be those permitted of a Section 501 (c)(3) organization. 9. It is anticipated that the business and affairs of Petitioner will continue to be governed by a self- perpetuating community based unpaid board of trustees. Because all of Petitioner's Post-Closing activities are authorized under Petitioner's existing Articles of Incorporation, the transaction will not result in a diversion of charitable assets. 10. The Foundation shall obtain court approval of this Plan (and the Sale) under the provisions of 15 Pa. C.S.A. Section 5547(b) CERTIFIED to be a True and Correct copy of the original duly adopted by the Foundation. Date: Secretary F:\FILE$~)ATAFILEXDEEDS\g044-3.AGR AGREEMENT OF SALE THIS AGREEMENT, dated October, ~ , 1999, is between The Newville Medical Foundation, Inc., of Newville, Cumberland County, Pennsylvania, called Seller, and J. Anthony Townsend, Joseph A. Pion and Carol K. Robison, Partners, of Cumberland County, Pennsylvania, called Buyer, the parties intending to be legally bound hereby: 1. PROPERTY Seller hereby agrees to sell and convey to Buyer, who hereby agrees to purchase (the "Property"): ALL THAT CERTAIN lot or piece of ground with buildings and improvements thereon erected, if any, known as: 100 South High Street in the Borough of Newville, Cumberland County, Pennsylvania, 17241. Tax ID# 28-20-1756-005, Cumberland County, Pennsylvania Deed Book "T", Volume 24, Page 623. Zoning Classification: R-1 low Density Residential TERMS (A) Purchase Price $575,000.00 Dollars which shall be paid to Seller by Buyer by assumption with current financial Farmer's National Bank of Newville, and the balanced to be financed by the seller at 7% per annum with monthly payments of $1,783.01 through April 13,2011 and monthly payments thereafter in the amount of $5,333.00 with the last such payment to be adjusted as necessary to cause the purchase price to be fully paid. (B) Conveyance from Seller will be by fee simple deed of special warranty. (C) Payment of transfer taxes will be divided equally between Buyer and Seller. (D) The following shall be apportioned pro-rata as of and at time of settlement: taxes as levied and assessed; rents; interest on mortgage assumptions; waste and/or sewer rents, if any; together with any other lienable municipal services. FIXTURES AND PERSONAL PROPERTY INCLUDED in this sale and purchase price are all existing items permanently installed in the Property, free of liens. SPECIAL CLAUSES - The following conditions shall be met on or before 10/31/99, otherwise this Agreement shall be terminated: (A) This is sale is contingent upon approval of Buyers assumption of existing financing held by Farmers Bank~il National le and Seller financing for the remaining e balance as set forth in paragraph 2 hereof. (B) This sale is conditioned upon the approval of the Court of Common Pleas of Cumberland County with respect to the sale by Seller, with closing to take place within ten (10) business days thereof. NOTICES AND ASSESSMENTS (A) Seller represents, as of the execution of this Agreement, that no public improvement assessments have been made against the Property which remain unpaid and that no notice by any government or public authority has been served upon the Seller or anyone on the Seller's behalf, including notices relating to violations of zoning, housing, building, safety or fire ordinances which remain uncorrected, and that Seller knows of no condition that would constitute violation of any such ordinances which remains uncorrected, unless otherwise specified herein. (B) Seller will be responsible for any notice of improvements or assessments received on or before the date of settlement. TITLE, SURVEYS, AND COSTS (A) The Property is to be conveyed free and clear of all liens, encumbrances, and easements, EXCEPTING HOWEVER, the following: existing building restrictions. ordinances, easements of roads, easements visible upon the ground, privileges or rights of public service companies, if any; otherwise the title to the above described real estate shall be good and marketable and such as will be insured by a reputable Title Insurance Company at the regular rates. (B) In the event the Seller is unable to give a good and marketable title and such as will be insured by a reputable Title Company, subject to aforesaid, Buyer shall have the option of taking such title as the Seller can give without abatement of price or of being repaid all monies paid by Buyer to Seller on account of the purchase price and the Seller will reimburse the Buyer for any costs incurred by Buyer for those items specified in paragraph 6(D) and in paragraph 6(E) items (1), (2), (3); and in the latter event there shall be no further liability or obligation on either of the parties hereto and this Agreement shall become NULL AND VOID and all copies will be returned to Seller for cancellation. Formal tender of an executed deed and purchase money is hereby waived. (c) 7. POSSESSION (A) Possession is to be delivered by deed, keys and physical possession to a vacant building (if any) broom clean, free of debris at day and time of settlement, or by deed and assignment of existing lease(s), together with any security deposits and interest, at time of settlement if Property is tenant occupied at the execution of this Agreement, or unless otherwise specified herein. Buyer will acknowledge existing lease(s) by initialing said lease(s) at time of signing of this Agreement of Sale, if Property is tenant occupied. (B) Seller will not enter into any new leases, written extension of existing leases, if any, or additional leases for the Property without expressed written consent of the Buyer. 8. MAINTENANCE AND RISK OF LOSS (A) Seller shall maintain the Property, fixtures, and any personal property specifically scheduled herein in its present condition, normal wear and tear excepted. (B) Seller shall bear risk of loss from fire or other casualties until time of settlement. In the event of damage to any property included in this sale by fire or other casualties, not repaired or replaced prior to settlement, Buyer shall have the option of rescinding this Agreement and receiving all monies paid on account or of accepting the Property in its then condition together with the proceeds of any insurance recovery obtainable by Seller. Buyer is hereby notified that Buyer may insure Buyer's equitable interest in this property as of the time of the execution of this Agreement. 9. RECORDING This Agreement shall not be recorded in the Office of the Recorder of Deeds or in any other office or place of public record and if Buyer causes or permits this Agreement to be recorded, Seller may elect to treat such act as a breach of this Agreement. 10. DEFAULT - TIME OF THE ESSENCE The said time for settlement and all other times referred to for the performance of any of the obligations of this Agreement are hereby agreed to be of the essence of this Agreement. Should Buyer violate or fail to fulfill and perform any other terms or conditions of this Agreement, then both parties shall be released from further liability or obligation and this Agreement shall be NULL AND VOID. 11. REPRESENTATIONS It is understood that Buyer has inspected the Property (including fLxtures and any personal property specifically scheduled herein), or hereby waives the right to do so, and has agreed to purchase it in its present condition. Buyer acknowledges that Seller has not made an independent examination or determination of the structural soundness of the Property, the age or condition of the components, environmental conditions, the permitted uses, or of conditions existing in the locale where the Property is situated; nor has Seller made a mechanical inspection of any of the systems contained therein. NOTICE TO PARTIES: WHEN SIGNED, THIS AGREEMENT IS CONTRACT. WITNESS~ BUYER ~ ~/~ ~~ SEAL) Seller hereby approves the above contract this / ~ day of A BINDING DATE DATE THIS AMENDMENT TO AGREEMENT OF SALE, made this /q~ day of '-"c'v~,,.c~x ,2002, between The Newville Medical Foundation, Inc., of Newville, Cumberland County, Pennsylvania ("Foundation") and Jay A. Towmend, M.D., Joseph A. Pion, D.O. and Carol K. Robison, M.D., Parmers in a Pennsylvania general Parmership known as the TPR Real Estate Parmership, also of Newville, Cumberland County, Pennsylvania CParmers") WITNESSETH: ~WHEREAS, Foundation and Parmers entered into an Agreement of Sale dated October 8, 1999, wherein Foundation agreed to sell and Partners agreed to purchase the real estate located at 100 South High Street, Newville, Cumberland County, Pennsylvania 17241; and WHEREAS, Foundation is a charitable organization and the foregoing real estate constitutes all or substantially all of Foundation's assets, thereby subjecting the sale, under applicable Pennsylvania law, to scrutiny by the Attorney General of Pennsylvania and ultimate approval by the Court; and WHEREAS, the Attorney General has conducted a thorough review of the proposed sale terms and has agreed not to interpose an objection to Court approval provided the parties agree to certain post-sale obligations; and WHEREAS, the parties desire to amend the Agreement of Sale to incorporate such additional obligations. NOW, THEREFORE, upon consideration of the mutual desire of the parties to expedite the approval of the foregoing sale, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Effect of Amendments. The terms of this Amendment to Agreement of Sale shall supplement and, to the extent of any inconsistency, supersede the terms of the Agreement of Sale. Except as expressly set forth herein, the terms and conditions of the Agreement of Sale shall continue in full force and effect. 2. Amendment of § 4. Section 4 of the Agreement of Sale (relating to Special Clauses) is hereby amended to revise the date on or before which the conditions described therein must be met. Said date shall henceforth be March 1, 2002. 3. Addition of New § 12. A new section shall be added to the Agreement of Sale to provide as follows: 12. POST-SALE OBLIGATIONS (A) Acknowledgement of Charitable Obligations. The parties acknowledge that Seller is a non-profit corporation and a charitable organization as defined by Pennsylvania law. The parties further acknowledge that the Property which is the subject of this Agreement of Sale constitutes all or substantially all of the assets of Seller, thereby requiring Court approval for the sale. The parties likewise acknowledge that such approval is required to assure that Seller will, after the sale, be able to continue its charitable purpose of undertaking and/or supporting programs and activities for the improvement of the health, welfare and medical services of the people of the Newville community. (B) Buyer's Post-Sale Obligations. Buyer agrees that any furore sale of the Property within ten (10) years of the date of Closing shall be made only to persons or entities who specifically agree that the Property shall continue to be used for the provision of health care services to the people of the Newville community. Buyer further agrees that, in the event Buyer sells the Property within ten (10) years of the date of Closing to persons or entities who do not specifically agree that the Property shall continue to be used for the provision of health care services to the people of the Newville community, Buyer will pay to Seller all proceeds from such sale exceeding Five Hundred Ninety Two Thousand Dollars ($592,000.00), less inflation and the costs of any improvements made to the Property by Buyer. IN WITNESS WHEREOF, the Parties have executed this Amendment to Agreement o~ Sale as of X(N~ ~ I~ ,2002. ,) WITNESS: ATTEST: (SEAL) IETWEEH 3011H R. GZX3JdMI end HARLKHE ~' BZLZJdMi, h£s viis, of ~. ~' 2, Neville, C~=land countY, ps.sylvanS, part~es o~u, H~XL~ ~DX~L' ~DATX~, ~C., a co.=at'on duly WITH[SsETH, Iket in cenvkle~l~" 4 0O0 e'00} --.." "_i_q~,' de . keffeby S,~ql end b ke*d peo., .-- .... that OO~l~ t, reot O~ il. and convey lo tko ladd areolae , k~Td ' o ..__.=~X~[ and St~e of pennsylvanda, Borough of HewvXXle, county oE bounded an,4 des~ribnd &s follows, · r · by V~na ~qt~gatl on the Bait by Sou~ un~sborge~,. · o~ VLoL*~of ~20 feet, itl h St peFty [o~e~Y ~ ~*o~ ~ess, on~VL~.S~oot, a depth fzom Vine Stroet Co the 6pr~ng, a~ o~ ~re or Xess~ : ~' ~ ~- ac~dLnq to the survey o~ ~LCha~ r. -*. , . . 'BEGX~xHG a~ i GiLX~oid Ipikg it ~o corne~ of lind o~ Viola Keck and VLne S~ree~ ~enoe along the cG~b line o~ Vine ~b~ 2Z0.00 f~ naO'a~ng ~he curb G5 degrees 4S mLn~s Sou~ IlLgh 8~eet[.~_,,~.. ~at 238.67 o~ ~ BLq Bpr~gl ~ence l~onq the iee~ ~ ~ outh 89 d~ ~e land of . of BEGXHHZHG. ~n~Ln&.,~ " ...... f land ~io~ SX~.. ~.a v Of Jon~' ~970, . . . * ~ ~.. '% . IH WITNESS WHEREOF. sold grantor.8 ho v,e.. day and year first above ho~nunto tel ,&-.~e:J.~' J~ond B and seal B Stat. of PENN SYT.VANIA County of CUMBERLAND On thl,, tho ~J). day of Ih. undersloned officer, peflonolly oppearo.d. h:Ls w:Lte, " [,?,~':J~O4~n lo me lot satlsfocto~ily p[ovenl lo b~ the pe~oa B ·whose name' B'. '"~'e" :'~bs~ibed 1o tho with- ',~.0-, ._4mi~ent, and acknowledged tho! ': . f. he¥' e~oted sam. Jar the p~osos, thoroln contained. ,~ '~. ~/}.",~'.W,T~,nS W~nUO~, I h.,.an,o s., ,,Y head ud..o.~oL*'"..._ .... : .-... .... - · '"-.' "" ':o',,,,,,,o,,, : 0 '" -' ;'-' '¢ ' ..'i ..' · . · ~,e .iliad . · t",,] nv' '~-':,,~::,~"~'" z 'd. h.,.by c..i~,, ~*, ,,..,~,...h. ,.q,M~c...ed .....p,.,..~.,, .o~,. odd;.. 0, ,,. ,,,i,,in n.o,.d O,.n,.. I, ' U.,,.,'~' .'~., Y~' ' "' 1 ! I Allornoy for t.) _.i~ .[ ~. . ,., ~ I 0~. . ' .... ..'- ~ , . .J ,,., ~ ~ .: .. ~.. _~ ., ~. · I'-' g',-,'.~ ' '.' :,"; ~ l: ~ ~ · , - . ~ tll ...... . ...... , E '. . I t-, .,.,, ~: ,,.~ .:,.,..-.,_-..-,_~,-o-. ,.. · ' ' ' / .IJ ~) ~ . .,. .. ,,m,d ~ ~ ~ .., ..... :~.,,,,, ...4. o,,,.;,qm,'..I om,:.t,-~:_~,,," .:-'.  ~-. i3 .~...; .... ',..,.; ~,q,,,~.:,lq.~ ,/* , :;.~';/.,.'~:~:,',i,i..y.~ ..~.,,,,t', ...~.. ~' -- · ~ '~"'~ ?''' "''' ~4 J~4~"C1, · · ~ .... _, . ~., ~..~'~l....,,u~,~.~ =~ ,.o_O,....~,.~-, , ~ ~l~0 ~.m , . , ~..~ ,~ ..... · " ~1 "~'""'~ ' ~dd) ~ "~-' ~.~'.~ 'J~*, :~,'" '-,uq r.... ~Ji , - J~ · ' 'N ¢~°'q~ - ~l~'4"-I ~"' ...... ~ .. ?N,,,,.~.,, ~. r=. ~m, ....Jq,,~. ,...~: ~. ~, . ~..,,..,~ ~.: ~,,~'~,,~ . ~,,~:A,,.,., ..r~.,,: .~.,,,:~,,,..,- ~4 43 ~ ' ' .' ::' "':'.": · , ' ' ~, ,-4 ,,~ p. ,:~;, .~ .'.).'. , .. ...; /:.- :,; ~, .. .. ........ . ~'..'* ~; ~,,.v ,,;k ". ·: .. . . . ........... :.,~..~,...$~ .~ · ! ..... .... · ~--' ....{b-' .. J~........ · , ¢ . · · .... · II. ~' ' .... . .~." ' T". , ' ..,. /.../ / //.../' t .... ,~,..,,?~ ,,, ....... ,,, .- Cau,ty of( -~,.___-:~,/,,-a,~/~,~ ~ ~ J · ;.?.~:,t~"~.,~,':¢,?.::~:: '.::" ' .'" · . ~ .... . . - .. . .~,. .,. ,~ :.%,:. :~'~..~,.'.;~..:'~,~ :' . ..;. · ." ~ ........... ,'~,-,'-'. A. D. 19~,-, in tho hcorde~'~ of~co of the sold Coun~,/ln Deed loo~, ~ · date tabove wr#lon. 'Recorder. ~oo~ 'T'24i.(G~ 624 .... "' TABLE OF CONTENTS Letter of Tr~smit~l ............................................ ]~roper~- ldendfication ........................................... Scope of Appraisal-MarkeGng Time ................................ Proper~ Description ............................................ 4 Description of Improvements ................................. $i~e Daea ................................................ 8 Zoning and Restrictions ................................ 9 Recording Data ...................................... 9 Location Analysis ............................................. 10 Regional Data ........................................... ~N]'eighborhood Data ....................................... 19 Assessment Analysis ........................................... Highest and Best Use ........................................... Purpose of Appraisal ................................. Appraisal Process ............................................. 26 Sales Comparison Approach ..................................... 28 income Approach ............................................. 39 Cost Approach ............................................... ,58 Correlation and Fhml Value ..................................... 70 Certification ................................................. 72 Certification and Statement of Limiting Conditions .................... 73 Resumes .................................................... 78 Photographs .................................................. 80 Addenda .................................................... 83 Se W. BARRETT REAL ESTATE & APPRAISAL SERVICES ..... AppmisaI~ · Brok~m~ · Couns~Lkig 124-126 N. Hanover Street Carlisle, PA 17013-2455 .... ' ............... .i~i. Ph'-oa~(71~). 243-6646 lAX (717~ :~43:8-~2~- ................... i Steven W. Barrett, SRPA, SPA, ASA State Certified General Appratser November 2. 1998 Mr. James E. Showvakcr. Loan Officer Thc Farmers National Bank of Ncxx'villc Big Spring Avcnuc Ncxwilic. PA 17241 SUBJECT: Ncwviiic Medical Foundation. Inc. 100 South Higl~ Street Borough of Nc~viiic Cumberland County. PA Dear Mr. Sho~xvakcr' In c,)mpl~;mcc with your ,.'quest. I.'~c have pcrsouaily inspcctcd thc above captioned property to cstmmtc ,..~.. ,,n. as ,,' .s" ~ market value m a Self Contained Appraisal.. Thc value shox~n has bccn arrived at attcr carcful study of thc location and type of m~provcmcnts, their prc:;cnt ph.x sic. al condition and their present usc. Therefore. l/xvt believe it to s'cflcct a tmc measure of thc present-day market value "AS OF" October 9, 1998. Value Reported: FIVE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($575.000) I ',:\:c I'..crcbv ccrtifx' that IA~c I,~,.,c no financial interest, p,'c:icut or contemplated, in this property, and that ncilhcr 'thc cmolov~:cnt to make thc al:praisal nor thc compensation therefrom is contingent upon thc: aluc ccportcd. ..qinc'.~rdy yours. STEVEN W. BARRETT. SRPA. SRA. ASA PA CERTIFIED GENERAL APPRAISER. GA-00(!?S-L .cds PROPERTY IDENTIFICATION Property Address: Owner of Record: Recording Information: Parcel Information: Zoning: Highest and Best Use: Property Description: Lot Size: Appraisal Dates: Date of Last Transfer: Environmental Audit: 100 South High Street Borough of Newville Cumberland County, PA Newville Medical Foundation, Inc. Deed Book 24-T? Page 623 District 28, Map 20-1756, Parcel 004 R-2, Medium Density Residential Current use or uses allowed by zoning. One story, medical clinic containing 6,357 square feet of gross building area. 40,591 Square Feet or approximately .93 Acre Certification Date: Inspection Date: "AS OF DATE:" November 2, 1998 October 9, 1998 October 9, 1998 The land last transferred August 14, 1972, for considcration of $14,000. No environmental audit report was provided to this appraiser. Please see the Environmental Disclaimer located in the Certification and Statement of Limiting Condition section. 2 SCOPE OF THE APPRAISAL Extent of the process in which data are collected, confirmed, and reported. The appraisal was completed in accordance with USPAP guidelines and conforms to all current appraisal standards. All information was verified through public record or personal contact or phone interviews with grantors, grantees, brokers or other individuals involved within the sales and/or leasing transactions. MARKETING PERIOD The time it takes an interest in real property, to sell on the market subsequent to the date of an appraisal. Reasonable marketing time is an estimate of the amount of time it might take to sell an interest in real property at its estimated market value during the period immediately at, er the effective date of the appraisal; the anticipated time required to expose the property to a pool of prospective purchasers and to allow appropriate time for negotiation, the exercise of due diligence, and the consummation ora sale at a price supportable by concurrent market conditions. Marketing time differs from exposure time, which is always presumed to precede the effective date of the appraisal. (Advisory Opinion G-7 of the Appraisal Standards Board of The Appraisal Foundation and Statement on Appraisal Standards No. 6, "Reasonable Exposure Time in Manket Value Estimates" addresses the determination of reasonable exposure and marketing time.) Market value estimates imply that an adequate marketing effort and reasonable time for exposure occurred prior to the effective date of the appraisal. In the case of disposition value, the time frame allowed for meting the propen3' fights is some~vhat limited, but the marketing effort is orderly and adequate. With liquidation value, the time frame for marketing the property rights is so severely limited that an adequate marketing program cannot be implemented (The Report of the Appraisal Institute Special Task Force on Value Definitions qualifies marketing time in terms of the three above mentioned values.) Subject property falls within normal market time in and for the County. of Cumberland for commercial property, ranging from six months to two years. DESCRIPTION OF IMPROVEMENTS IMPROVEMENTS The subject property is a one story., medical clinic, summarized below. The floor areas stated were drawn from a building sketch, tax records and inspection. A narrative description of the building components follow. BUILDING SECTION GROSS SQUARE FEET Original Building - 1990 Addition- 1996 3,351 3,006 TOTAL 6,357 MAIN BUILDING: The main building is one story, of brick veneer construction. The original portion was constructed in 1990 and contained 3,351 gross square feet. The addition of 3,006 gross square feet was completed in 1996. There is a vestibule into a waiting room with play area and restroom. The receptionist office, consultation and examining rooms, laboratory. x-ray, emergency, lounge and restrooms complete the room count. The improvements, overall, appear to be in good condition. Foundation: 24' x 28' Concrete block basement, the remainder of the building is on a slab. 5 Roof: Gable with asphalt shingles over wooden deck Exterior Walls: Frame and brick veneer Exterior Doors: Steel Loadine Docks: Not Applicable Frame: Wood Ceilings: Drop Tile Walls: Dn~vail Floors: Wall-to-wall carpeting and vinyl Windows: Double hung, thermal Mechanical Systems Electrical: 800 Amp multi-phase system Lighting: Recessed, covered flouresccnt and emergency lighting HVAC: Txvo heat pumps with central air Plumbing: Nine restrooms, one with shower. It is presumed that the subject pmpe~"s plumbing system conforms with all applicable building codes and regulations. 6 Miscellaneous: Securit3' system and fire alarms Ace and Condition: The building was constructed in two stages. The original section was completed in 1990, and the newer section in 1996. The subject improvements are in good condition. Periodic maintenance and upgrades have extended the useful, economic life of the improvements. Depreciation of the short-lived components (roof cover and parking lot surface) is typical of a building in good condition. Based on inspection of the propert3', effective age is estimated at approximately two years. Estimated remaining economic life is the period during which improvements continue to contribute to property value and is calculated by subtracting effective age from total economic life. Based on the original design of the subject, as well as updates-the utility, location in the marketplace and physical attributes -the property's total economic life is estimated at 45 years. Therefore, the remaining economic life of the building is estimated at 43 years. SITE DATA Orientation: Lot Size: Shape: Frontage: Topo~rnohv: Paving/Parkinv Soaces: Landscaping: Sidewalks/Curbs: Curb Cuts: Fencing: Exterior Lighting,: Utilities: Southwest section of Nex~/illc Borough, on the west side of South High Street 40,591 Square Feet Irregular Approximately 259 feet along West High Street Level to sloping Approximately 32 spaces, 22 in front, including two handicapped, and 10 to the rear. Paved surfaces are in good condition. Foundation planting, in rear of property is natural tree and shrub growth to creek Front sidewalk 4' x 11' and rear patio 16' x 12' Not Applicable None Not Applicable Water, Sewer, Electricity. and Telephone 8 Flood Zone: Easements & Deed Restrictions: Flood Zones C and A*, No. 421579 0001 A, Effective Date: Dec~mber 14, 1979. *Improvements appear to be above flood plato with no adverse effects. None apparent Favorable Attributes: Located in Borough on main street easy access and good visibility. Unfavorable Site Attributes: None apparent ZONING Thc subject property is zoned R-2, Medium Density Residential District. a permitted, nonconforming usc to the cms-ting zoning ordinance. Please see Highest and Best Use for explanation and Addenda for Zoning Ordinance. Any additional use and improvements are subject to existing zoning and restrictions, rights of way or easements that ma5, be recorded in the Recorder of Deeds Office of Cumberland County or Ne~vville Borough. RECORDING DATA The subject is recorded in the Office of the Recorder of Deeds in and for Cumberland County in Deed Book 24-T, Page 623. Tax Identification Number is District 28, Map 20-1756, Parcel 004. LOCATION ANALYSIS REGIONAL DATA 1990 Census figures show that the Tri-County Harrisburg SMSA- Standard Metropolitan Statistical Am-or Central Region, comprising Cumberland, Dauphin and Pen3.' Counties-is now home to 587,986 people after a growth rote increase of 6% since 1980, exceeding that of the state as a whole. The hub of the area is Hamsburg, the state capital, one of the largest cities in southcentral Pennsylvania. All these counties are ideally situated forming a transportation hub betxveen coastal and interior cities. The arm's north/south and east/west highxvays converge around Harrisburg, affording convenient commuting for business or pleasure from Central Pennsylvania to the Philadelphia, New York and Washington, D. C., comdors. Baltimore and Philadelphia are close enough that their suburban populations are now impacting on thc southccntral region of the state. Harrisburg continues to be the nucleus of economic strength in the Central Region offering a widely diversified economic base including agricultural-featuring local farm markets, retail and wholesale trade, manufacturing, warehousing, federal military installations, as well as being the Dauphin Count3.' seat. One of thc key factors that supports a diversified economic base is thc extensive highway nee, york criss- crossing thc region. Interstates 81, 83 and 76-the Pennsylvania Turnpike-and U. S. Routes 11 and 15, as well as 22 and 322, all serve the Hamsburg area. Other transportation facilities include Hamsburg International Airport served by American, Delta, United, Northwest, USAIR, Air Ontario and Air Tran, plus several local commuter lines. Seven local commercial airports, three major railroads, Conrail to the north, southwest and west, with Amtrak prodding passenger service; and numerous track terminal facilities such as ABF, C-F Motor Freight, Daily Express, Roadway Express and Shaffer, to name a few, add to the areas mobility. 10 Economies such as central Pennsylvania's which have been built on a goods-producing base are more susceptible to the business cycle fluctuations and traditionally suffer greater cutbacks during recession. The more severe the recession, and the 1982-83 recession was as severe as any, the more difficult it is to reverse the effects ofcuthacks. Nevertheless, the area has bounced back far better than expected becoming a more recession-resistant economy based on the service-producing industry. Another indication of the economic health of the region is exemplified by the relatively low unemplo.~xnent rate of 3.2% for the fall of 1997 in southcentral Pennsylvania. Cumberland County had a low of 2.9% with Dauphin County at 3.3%. There are various military installations situated in the region three of which are in Cumberland County: U. S. Naval Supply Depot in Meehanicsburg, U. S. Army New Cumberland Depot located near New Cumberland and U. S. Army War College located in Carlisle. In addition, Fort Indiantown Gap Military Reservation, Lebanon County, lies within proximity of the metropolitan area. It is headquarters of thc U. S. Army Pennsylvania National Guard and is used for summer training. it is evident from the above that the largest employer in the Harrisburg SMSA is government, which provides emplosxnent for approximately 25% of the work force. COUNTY UNEMPLOYMENT RANKING-SEPTEMBER 1997' COUNTY .~FATE RANK CURRENT VOLUME 1989 RATE DIFFERENCE RATE Cumberland I 2.9 3,600 2,9 0.0 Dauphin 4 3.5 5.000 4. I 0. ~ York 8 3.8 7.500 4.1 0.3 Perry 17 3.3 800 4.7 1.4 11 The 1990 Census also indicates Cumberland Coun~"s buying income per household is $35,540 with the median age of 37.3 years. Approximately 65% of the households had incomes in excess of $25,000 and another 44.8% in excess of $35,000. By 1996, Cumberland County's effective bu.ving income per household was $39,231, while 2,600 households within the Harrisburg SMSA had effective buying income of $150,000 or more. HOUSEHOLD AND PER CAPITA INCOME FOR 1989 * COUNTY MEDIAN HOUSEHOLD MF. DIAN MEDIAN NON-FAMILY PER CAPITA INCOM~ INCOME FAMILY HOUSEHOLD INCOME INCOM~ Cumberland 34,493 40,989 19,697 15,796 Dauphin 40,985 37,254 18,639 14,890 York 32,605 37,590 17,785 14,544 Adams 30,304 35,225 17,240 14,420 Perry 29,539 32,776 17,103 11,941 *PENNSYLVANIA DEPARTMENT OF LABOR AND INDUSTRY 12 Whatever your interest, you can find it, buy it and enjoy it in southcentral Pennsylvania. There are a wide variety of cultural facilities within the Harrisburg Metropolitan area. These include a State Museum, The Forum-facility to the Harrisburg Symphony, as well as visiting artists-and the State Library. The Hersh~ complex, only minutes away, includes a four-star hotel, an arena and the area's flagship amusement park and zoo. Numerous shopping and outlet malls dot the region. Harrisburg is home to the Senators baseball team and the Heat provides soccer entertainment. Continuing education is available with man3' private and state supported colleges, as well as community colleges. Cumberland County is located directly west, across the Susquehanna River from Harrisburg in the heart of the castem market. Comprised of 550 square miles, it incorporates the communities of Mechanicsburg, Shiremanstoxvn, Camp Hill, New Cumberland, Lemoyne, West Fairview, Carlisle, as well as numerous townships. Cumberland County has had an increase in population, total number of households and average household incomes--ranging from $21,716 in 1980 to $39,231 in 1996--showing a strong economic development. Economic demographic, social and physical factors affecting the future marketabilit3' and value trends of real estate in thc subject locale include: A strong transportation center as a result of interstate highways and convenience to the eastern market. New construction of office buildings, truck terminals, warehouses and industrial buildings, as well as service-producing facilities. Expanding population base, including availability of skilled and unskilled workers. 14 The Hamsburg SMSA is expected to commue its steady growth in the future, due in part to its strategic location, transportation and stable econol~nic base. Growth rates in the foreseeable future are predicted to exceed that of the overall state average. Most likely, the Greater Harrisburg Area, as defined, will experience the slowest rate of growth, while the less densely populated portions of the region are expected to grow at a more rapid rate. Future growth rates in the subject Cumberland County. area are also predicted to exceed those of the Greater Hamsburg Area, but be below the less densely populated portions of the Hamsburg SMSA. Harrisburg-Lebanon-Carlisle MSA (Cumberland, Dauphin, Lebanon and Perry Counties) August July August 1998p/ 1998 1997 qFARH ]O85 355,600 356,300 349,500 ::)DS PRODUCING INDUSTRIES 59,800 S9,600 59,500 =onstmction ~r Mining 14,000 14,000 13,800 -lanufacturing 45,800 45,600 45,700 Durable Goods 22,000 22,000 21,800 Lumber Ar Wood, Incl Furniture 2,200 2, 100 2, 100 Prim 8z Fabricated Heul Prod 5,300 5,300 5,500 Hath, Electronic, Elect Equip I 1,400 I 1,500 I 1,200 Transportation Equipment 1,300 1,300 1,200 Nondurable Goods 23,B00 23,600 23,900 Food Ar Kindred Producu I 1,100 I 1,000 11,400 Textile Hill Products 2,200 2.200 2,1130 Apparel Ar Other Textiles 1,300 1,200 1,200 Paper Ar Allied Products 1,700 I °700 1,600 P'rinting ~Z Publishing 4,400 4,400 4,300 Rubber, Plastics, Leather 2,S00 2,500 2,600 Other Nondurable Goods 600 600 700 VICE PRODUCING INDUSTRIES 295,800 296,700 290,000 ~'ransponalion Ar Public Ulils 23, I O0 23,400 21 °500 Vbolesale Trade 21 ,S00 21,600 21,200 '~etail Trade 59,300 59, 100 57,600 inance, Insurance, Real Estate 26,0OO 260100 25,8OO services 102,6OO 102,SOO I00,000 Hovels Ar Other Lodging Places 4,8OO 4,8OO 4,700 Personal Services 2,9OO 3,000 2,900 Business Services 19,4OO 19, I OO 18,6OO Auto ~r ivllsc Repair Services 3,500 3°500 3°4OO Amusement, Recreation Services 7,8OO 7°700 7,800 Health Services 30,000 30, I O0 29,5OO Hospitals 14,2OO 14°400 14, 100 Legal Services 2,3OO 2,3OO 2,2OO Educational Services 5,0OO S° I OO 4,8OO Social Sen~ices 7,4OO 7,3OO 7,400 Hembersbip O~ganizatimlS I I °8OO I 1,9OO I 1,3OO Engineering Ar Hgmt Services 5,3OO 5°3OO 5,2OO Total Government 63,3OO 64,0OO 63,9OO Total Federal Government 12,7OO 12,8OO i 2,800 Total State Govermnem 30,5OO 30°500 30,4OO Total Local Government 20, I OO 20,7OO 20,700 Area Labor Market Analyst: Wayne Schopf For additional Information, call 7 ! 7-772-1370 · Total nonfarm jobs dedined 700 in August to 355,600... remains 6,100 above last year. · Manufacturing jobs increased 200...construction & mining was unchanged. · Service-producing industries declined 900 jobs...other local government down 700...summer youth hiring programs ended earlier this year...other sectors had only minor changes. · Average weekly manufacturing hours were 39.9...the same as last August...average weekly earnings $554.21...up 4.4 percent over last year. 75,000 70.¢X10 65.(XX) 60.(KX) 50.()(X! Long-Term Trends {in thousands) (;0()11~ PROI)I. JC! NG INI)IJSTILI ES V~~~v~A u g O0 35(I. IJ(X) 325.O00 3(JO.(XXI 275.0(X1 250.000 225.(x#) 200,(X)O XX I ~ 1~! I 91 ] 92 I 93 I 94 I 95 I 96 I 97 I 9g SERVICE I'IIOI)UCIN(; INI)US'I'RII.:S O0 8g 189 [90 191 192 193 194 195 196 1~7 I~$ Averap Weekly Earnings August July August 1998p/ 1998 1997 N U FACTURING 554.21 553.20 531.07 )urable Goods 581.50 584.63 552.97 Lumber Ar Wood, Incl Furniture 478.OO 475.16 455.46 Prim Ar Fabricated Hetal Prod 638.29 638.14 600.85 Macl~, Electronic, Elect Equip 562.47 SSS. 16 566.21 Transportation Equipment 618.61 675.45 383.52 qondurable Goods S31.35 S27.67 S 12.87 Food Ar Kind, ed Products 657.28 637.33 621.68 Apparel Ar Other Textiles 302.78 319.60 282.75 Paper ~t Allied Products 516.68 S21.56 486.81 Priming Ar Publishing 470.75 473.96 468.46 Rubber, Plastics, Leather 440.82 46 I. I 8 446.08 Average Weekly Hours August July August 199811/ 19911 1997 39.9 40.0 39.9 41.3 41.2 40.6 40.0 39.4 39.4 41.8 41.6 41.9 40.7 40.2 41.0 46.9 45.7 28.2 38.7 39.0 39.3 39.S 39.1 39.8 37.8 40.1 37.7 41.5 42.3 40.5 37.6 38.1 39.3 37.2 38.4 39.9 Average Houdy Earnings August July August 1998p/ 1998 1997 13.89 13.83 13.31 14.08 14.19 13.62 I 1.95 12.06 I 1.56 15.27 15.34 14.34 13.82 13.81 13.81 13.19 14.78 13.60 13.73 13.53 13.05 16.64 16.30 15.62 8.01 7.97 7.50 12.45 12.33 12.02 12.52 12.44 11.92 I 1.85 12.01 I 1.18 / Preliminary data aote: Data ,tot seasonally adiusted 16 Hcnns¥1vanla CUMBERLAND COUNI~ CUMBEF, LAND COUNTYSEAT: CARLISLE LAND AREA (~ mi): 550.2 WATER AREA taq kin): 2.63 LONGITUDE: -077265050 LATITUDE: +40169850 HIGH SCHOOLGRAOS: 48,490 COLLEGE GRADS: 19,557 Chief Clink JOHN S. WARD I Courthouse Square, Carlisle PA 17013.3387 Treasurer JOHN GROSS SolicllM HORACE A. JOHNSON 1 Coudhouse Square, Carlisle, PA 17013 Plannim:j Con~ Chair DORSEY H. FRY TYPE. COUNTY YEARINC: 1750 POP DENSITY: 378 POST GRADS: 9,619' Tel: (717)240-6150 (717}240-6380 (717)240.6150 (717)737-6622 FINANCIALS ',..~ r,...~ v.., ~....~ TOTAL REVENUE 70,123 TOTAL EXPENDITURE 63,238 Real Estate Taxes 16,726 OPERATIONS & MAINTENANCE 60,729 Federal Aid 7,862 General Administration 4,136 Slale Aid 14,984 Judicial 6,780 Local R avenue 3,8 ! 8 Hlgltwalm 2,486 General Government 3,421 ConecUon~ 5,591 Public Salary 0 Public Safely 299 Public Works 0 Human Senhces 34,735 Human Services 13,301 library 1,183 ConaanmUon & Development 203 TAXES PER CAPITA $94.40 Interest 555 ASSESSED PROPERTY VAL 731,360 CAPITAL EXPENDITURES 2,509 ASSESSMENT RATIO 7.0 TAX RATE(Mills) 24.500 EXPENDITURES PER CAPITA $323.87 ADJUSTED MILL RATE 1.715 TOTAL NET DEBT 0 Opa& Gan High- Public Human Mainl Adman way~ Saleht Svcs Expenditure Analysis '~ in Ihou$1nda HOUSING DEMOGRAPHICS TOTAL UNITS 77,108 TOTAL HOUSEHOLDS 73,506 TOTAL '97 POP' 207,852 Occupied 73,452 Pe~soas per: one 17,641 Female 106.164 Vacant 3,656 Two-four 50,110 Male 100,858 TOTAL OCCUPIED UNITS Five + 5,755 RACE' Pe/sonslunll 2.51 Median value/owned $65,000 Median Income $34,493 American Indian 324 Upper quartile $I 12.(XX) PLACE OF WORK Asian/Pac Island 3.609 Lower quadite $65,200 Iff Courtly 70,837 Black 4.114 White 198,995 Median Rent $378 Oullide Courtly 29,462 Upper quartile $455 Outalde Stale 951 HISPANIC ORIGIN' 1,927 Lower quartile $288 COMMUTING MINUTES 17.7 AGE' TYPE OF STRUCTURE CHIEF INDUSTRIES 19 & under 53,455 Single unit attach 8.570 Single unit detach 47,042 Two or more/bldg 15,043 Olher lype 6,453 MEDIAN YEAR BUILT 1964 MEDIAN MONTHLY COST Mortgaged $723 Nol mortgaged $214 HOME VACANCY RATE t .5 % RENTAL VACANCY RATE 2.0 % WATER. Public 56,853 Well 19,587 SEWER. Public 56,756 Septic t9,640 BUILDING PERMITS ISSUED Total Residential Bldgs 988 & Value $I 13,810.731 Single Family House 963 & Value $108,454,432 Two Family House 5 & Value $1,258,405 Three-Four Family 14 & Value $2,228,205 Five & More Family 6 & Value $1.669,689 A Professional Sendces 20 to 39 62,034 B Retail 40 to 64 63,037 C Manufacturing 65 to 74 15,525 CHIEF OCCUPATIONS 75+ 12,991 A Administrative MARITAL STATUS 9 Laborers Married 95,404 C Prolessional Never Married 22,053 PER CAP INCOME $15.796 Divorced/widow 22,237 1970 1980 1990 Population Trend F~rewo~l end Fecl~ You Should Know Ior LIBRARY ~ COUNTY LIBRARY SYSTEM System Admin JONELLE PRETHER DAF 156 West High St, Carlisle PA 17013 2988 Tel: (717)240-6175 Fax.(717)240.7770 Pop Served 0 Tolal Volumes 4,874 Total Circulation 3.255 $174,166 Total Expenditure $133,580 Sale & Wages $89.59T OFFICIALS Chairwoman NANCY A. BESCH Tel (717)240.6150 Engineer BENATEC ASSOCIATES (7 t 7)763-7391 1998 NATIONAl- RESOURCE DIRECTORIES, INC Ealonle~m, NJ 07724 (800)242-5511 CO 4 17 Pennsylvania COUNTYSEAT. CARLISLE LAND AREA Ixq mil: .4 LONGITUDE: -077401923 HIGH SCHOOL GRADS: 374 NEWVILLE WATER AREA Isq km): 0.00 LATITUDE: '.40170872 COLLEGE GRADS: 57 Secretary SHERRY L. HERSHEY 4 Wesl Street, Newville PA 17241 Presidenl JERRY GILBERT Tax Collector BETTY HOCKENSMITH Solicitor RICHARD L. WEBBER Zoning Board Chair JANE GRAHAM MUNICIPALITY TYPE BOROUGH POP DEIISITY' 3.421 POST GRADS: 30 · Tel' (717)776-7633 (717)776-5727 (717)776-5511 (717)776-6566 (717)776.71 ! 3 FINANCIALS FIscll YIIf End 1~! TOTAL REVENUE 456 TOTAL EXPENDITURE 527 Total Taxes Collected 156 OPERATIONS & MAINTENANCE 522 Real Estale Taxes 75 General Administration 49 Total Act 511 Taxes 83 Sanitation 8, Health 2 State & Federal Grants 79 Public Safety 1 Stale Highway Aid 0 Streets & Highways 143 CouflW Grants I Interest 0 · Waste Disposal 0 TOTAL CAPITAL OUTLAY 5 REVENUES PER CAPITA $337.72 Heallh & Sandation 0 TAXES PER CAPITA $117.08 Public Salely 5 Streets & Highways 0 ASSESSED VALUEIPROP'TY 2.830 MARKET VALUEIPROP'TY 40.429 EXPENDITURES PER CAPITA $390.95 TAX RATE(Malls) 29.000 TOTAL NET DEBT 0 ADJUSTED MILL RATE 2030 Opt & Sent& Public Sis& Capital Malnl Haallh Salel¥ Hwl~ Oullay Expenditure Analysis '$ in Ihousand$ ! ! ] ] HOUSING DEMOGRAPHICS TOTAL UNITS 610 TOTAL HOUSEHOLDS 574 TOTAL '96 POP' Occupmd 575 Persons per: one 169 Female Vacant 35 Two-fou~ 371 Male TOTAL OCCUPIED UNITS Five * 34 RACE Personslun,I 2.35 Median valuelowned $50,000 Median Income $23,276 American Indian Upper quartile $65,600 PLACE OF WORK Asian/Pac Island Black Lower quartile $37,200 tn County 607 White Median Rent $265 Outside Counly tot Other, n.e.c. Upper quartile $334 Outside State 4 HISPANIC ORIGIN Lower quartile $209 COMMUTING MINUTES 23.8 AGE TYPE OF STRUCTURE CHIEF INDUSTRIES 17 & under Single unit atlach 125 A Manulacluring 18 Io 39 Single und detach 252 B Prolessional Services 40 to 64 Two or more/bldg 218 C Retail 65 lo 74 Other Iype 15 MEDIAtl YEAR BUILT 1939 CHIEF OCCUPATIONS 75+ MEDIAN MONTHLY COST A Laborers MARITAL STATUS Mortgaged $543 B Service Marred Not mortgaged $193 C Administrative Never Married HOME VACANCY RATE 0.g % PER CAP INCOME $10,718 Divorced/widow RENTAL VACANCY RATE 2.2 % WATER, Pubhc 595 Well 15 SEWER, Public 595 Sepl~c 15 BUILDING PERMITS ISSUED Total ResKtenhal Bides 0 & Value $0 Single Famdy House 0 & Value $0 Two Family House 0 & Value $0 Three-Four Family 0 & Value $0 Five & More Family 0 & Value S0 1,354 702 647 0 1.33~ 8 318 489 333 f32 77 1970 1980 1990 Population Trend 610 " 192 to, eapierllbOn of Oemogfeph¢l m Ibis litton LIBRARY JOHN GRAHAM PUBLIC LIBRARY 9 Parsonage St, Newville PA 17241 1399 Pop Served 10,306 Total Volumes 22,405 Total Income S96,612 Total Expense S94,050 Director SALLY ANN M SMITH Tel. (717)776-5900 Fax (717)776-4408 Total Circulahon 42.837 Sals & Wages $53.343 SCHOOLS System Name Admmistrator BIG SPRING SD Superintendent DR WILLIAM K COWDEN 45 Mount Rock Road. Newville PA 17241.9466 Telephone (7171776-2000 1998 NATIONAL RESOURCE DIRECTORIES. INC Eatontown. NJ 07724 (800)242-5511 388 18 NEIGHBORHOOD DATA The subject property is located in southwestern Cumberland Count'. It is bounded on the north by the Pennsylvania Turnpike, Route 76, and on the south by Interstate 81. Newville is conveniently located to the suburban communities of Carlisle and Shippensburg, in addition to the metropolitan areas of Harrisburg. The site is in the South Ward of the Borough of Nexwille on the southwest comer of Vine Street and High Street (SR 233), where the traffic is moderate. Thc borough is typical of a small communit3', with a variety of uses. The neighborhood around thc subject is developed with stores, banks, offices, markets, a senior living facilit3', restaurants and specialty shops as well as single family homes. It is anticipated the neighborhood will remain stable with steady grox~ in the forcsccablc future. 19 1 TAX AND ASSESSMENT ANALYSIS The following is the assessment and tax liability for the subject property, as determined by the Cumberland Count5.' Assessor's Office: ASSESSMENT $ 4,370 Land ......................................................... Improvements ................................................... $27,380 TOTAL ................................................. $31,750 MILLAGE RATES County ...................................................... Municipality .................................................. School ....................................................... TOTAL ............................................... .0.0275 .0.0290 .0.1205 .0.1770 TAX LIABILITY $ 873.13 County ....................................................... $ 920.75 Municipality ................................................... School ...................................................... $3,825.88 TOTAL ............................................... $5,619.76 Cumbcrland County's last countywide assessment xvas in 1974. Assessments are performed on new construction, or as building permits arc issued for existing properties. The Assessment Office considers assessed value 25% of their calculated markct value. The subject compares similarly in assessment with other neighboring properties. Reassessment is in process for all properties in the count3.' and is scheduled to be complcted by the year 2000. This x~il not affect the estimated value or the future marketability of this property. 20 DEFINITION OF HIGHEST AND BEST USE The reasonably probable and legal use of vacant land on an intproved property, which is physically possible, appropriately supported, financially feasible and that results in the highest value. The four criteria the highest and best use must meet are legal permissibility. physical possibility, financial feasibili.tv and maximum profitability. HIGHEST AND BEST USE OF LAND OR A SITE AS THOUGH VACANT Among ali reasonable, alternative uses, the use that yields the highest present land value, after pa.~ents are made for labor, capital and coordination. The use of a property based on the assumption that the parcel of land is vacant or can be made vacant by demolishing any improvements. HIGHEST AND BEST USE OF PROPERTY AS IMPROVED Thc usc that should be made of a property, as it exists. An existing property should be renovated or retained as is so long as it continues to contribute to the total market value of thc property, or until the rcmm from a new improvement would more than offset the cost of demolishing thc existing building and constructing a new one. Taken from The DictionarF of Real Estate Appraisal, Third Edition, 1993, Appraisal Institute, Chicago, Illinois. 21 HIGHEST AND BEST USE The subject property is loc_at_~ in southwestern Cumberland CounW ~x4thin the Borough of Newville. The subjec~ conforms to all neighborhood characteri~ics and has adequate road access to connect with major interstates which also provide easy access to the northeast corridor and destinations south. The direct neighborhood is a mixture of residential, office and other commercial uses. The neighborhood is zoned R-2, Medium Density Residential District. The highest and best use is that most reasonable use that supports the highest present value as of the effective date of the appraisal. The highest and best use of the land (site) if vacant and available for use may be different from the highest and best use of a property with improvements. The highest and best use analysis requires the employment of various use categories to conclude that a given use is the highest and best use of the land. The uses must meet four criteria: 1. Legally Permissible 2. Physically Permissible 3. Financially Feasible 4. Most Profitable Lelallv Permissible The subject property, is zoned R-2, Medium Density Residential District. Thc Borough Manager confirmed the property is a permitted, nonconforming use and is allowed to function in the current manner. Therefore, the existing use is legally permissible. 22 Physically Possible The intent of the R-2, Medium Density, Residential District is for residential uses where centralized utilities are provided. Certain community commercial uses conditionally are permitted in these districts in order to alloxv the development of the neighborhood commercial services which are designed to meet the daily needs of the surrounding residential areas and which protect the surrounding residential environment. Other nonresidential uses are boarding, lodging or rooming houses, places of worship and educational institutions. Conditional uses are permitted after a public hearing is held by the commission and upon recommendation by the commission for conditional uses. There are eight conditional uses allowed and full descriptions are in the Zoning Ordinance in the Addenda of this report. The site has sufficient size and acceptable topography features providing a suitable location for a medical office complex. The shape of the lot has not diminished its utility and availability of public utilities enhances the property. It has adequate visibility with ingress and egress. The physical layout of the streets and utility connections provide utility to the site. It is physically adaptable to support an office complex. Therefore, the subject property is physically possible. Financially Feasible Of the uses which are legally permissible and physically possible, the use which is capable of generating a positive cash flow is considered financially feasible. The subject property, is located in an R-2, Medium Density Residential neighborhood within Newville Borough. The site is conveniently located and has easy access to all surrounding amenities and road networks. The direct neighborhood is a mixture of uses. The medical clinic appears to be financially feasible. 23 Most Profitable Of the uses which are considered financialh, feasible, the use must provide the highest rate of return over the longest period of time in order to be considered the highest and best use of the propert3'. Since the surrounding properties are a mixture of residential, commercial and office, the existing use appears to be profitable. The profitability, test assumes competent management in the Highest and Best Use analysis. Implied within these definitions is the recognition of the contribution of that specific use to the community development goals, in addition to wealth maximization of the adjacent property owners and development trend associated with the general area. The surrounding neighborhood consists of residential, commercial and office properties. The neighborhood development trend appears to be stable and continues in its current fashion. It should be noted that the determination of the highest and best use for the subject property, is a result of thc appraiser's judgement and analytical skill and represents an opinion, not fact. and in the appraisal practice the concept of highest and best use represents the premises upon which value is based. The legal possibilities that place controls on the potential use are zoning, deed restrictions and set back regulations. Thc highest and best use, as if vacant, would be the same as improved. It can be said that the subject propert3' as a medical clinic, is legal and consistent with the neighborhood use patterns. Therefore. the current use is most profitable. CONCLUSION OF HIGHEST AND BEST USE Weighing all the aforcmentioned, lave have concluded that the highest and best use of the subject propert3' is continued use "AS IMPROVED" and "AS VACANT"is as a medical clinic. 24 PURPOSE OF APPRAISAL The purpose of the appraisal is to estimate the market value of the subject property, in fee simple title. PROPERTY RIGHTS APPRAISED This is an appraisal of the market value of the unencumbered fee simple title to the subject propert3'; subject only to easements, deed restrictions and zoning requirements described for the subject property. Such title includes both the physical real estate, i.e., the physical land, the appurtenance including structure affixed thereto and the interests, benefits, and rights inherent in thc ownership of thc physical real estate. Personal property is not included in this valuation. DEFINITION OF MARKET VALUE Thc most probable price which a property should bring in a competitive and open market, under all conditions requisite to fair sale, thc buyer and the seller, each acting prudently knowledgeable and assuming thc price is not affected by undue stimulus. Implicit in this definition is thc consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated; Both parties are well informed or well advised and each acting in what he considers his ox~m best interest; A reasonable time is allowed for exposure in the open market; Payment is made in terms of cash in U. S. dollars or in terms of financial arrangements comparable thereto; and The price represents the normal consideration for the property, sold unaffected by special or creative financing or sales. 25 APPRAISAL PROCES,g The purpose of an appraisal is to estimate fair market value. The first step is to define the problem: the work necessary to solve the problem is planned; and the data required is acquired, classified, analyzed and interpreted into an estimate of value. Within this process, three basic approaches are used by the appraiser/s. They are: Sales Comparison Approach, Income Approach and Cost Approach. SALES COMPARISON APPROACH is based primarily upon the principle of substitution. This principle holds that an informed purchaser would not pay more than the cost to purchase a comparable property with similar utility. The major limitation to this approach is when there is an inactive market and no valid comparable sales are available. This approach also is questionable when sales data cannot be verified with principles to the transaction. The appraiser/s selects sales of comparable properties for which the pertinent data is considered reliable. Adjusmaents are developed for characteristics differences bctxvecn comparable. Then the sales are adjusted to the subject. The appraiser/s then correlates the adjusted comparable sales data into an estimate of market value by the Sales Comparison Approach. INCOME APPROACH is based upon thc principles of substitution, contribution and anticipation. The principle of substitution states that an informed buyer xvould pay no more for a property than he would for a competitive type property, with a similar income stream. The principle of contribution holds that the value of the property is measured by the contribution of the component parts to the total economic unit, land and improvements. The principle of anticipation states that value is the present worth of future benefits from property, ownership. Capitalization is the process of converting net income into an indication of value. A direct sales overall capitalization rote is developed from market data and is based on the relationship of net operating income to the sales price. 26 The appraiser/s estimates gross income by analyzing the market for comparable rentals. Deductions for vacant, and collection losses, operating and fi.xed expenses also are developed from market data. Thc final results of these analyses is an estimate of net operating income. Net income is then capitalized into an indication of market value by the Income Approach. COST APPROACH is based on the principle of substitution. The principle of substitution holds that an informed purchaser would not pax, more for a property than the cost to obtain a site and build a comparable property with similar utility, without undue delay. One of the major limitations to this approach is developing an accurate estimate of accrued depreciation from all sources. The first step in the Cost Approach is to estimate the market value of the site, as though vacant and put to its highest and best use. Site value is abstracted from market comparable land sales. Then an estimate of reproduction cost new is developed for the improvements. Dimimshed utility of accrued depreciation from physical, functional, or external causes is then deducted from reproduction cost new. The estimate of market value by the Cost Approach is the summation of the depreciated value of the improvements plus the market value of the site put to its highest and best use. CONCLUSION OF APPRAISAL PROCESS The last step in the Appraisal Process is the reconciliation of the three approaches into a single estimate of value. Reconciliation is a process which considers the dependability and applicability of thc three approaches and reconciles the three value indications into a final estimate of defined value. 27 SALES COMPARISON APPROACH INTRODUCTION OF THE SALES COMPARISON APPROACH The Sales Comparison Approach is a method of estimating market value where the subject property, is compared with similar properties that have been sold. This approach is based on the principle of substitution; therefore, your appraiser/s made a survey of properties that have sold in the general market area. As it was impossible to find an identical proper13' to that of the subject, since no two buildings are ever identical, it was necessar3' to make adju:~inients on each comparable sale as related to the subject propert3'. Consideration was given and adjustments were made on each comparable sale as to the time of thc sale, size, location and utility, as well as other factors that max' effect value. Thc Sales Comparison is considered appropriate to most appraisal problems since it indicates the price paid for similar properties by knowledgeable buyers in the marketplace. This approach is applicable when there arc sufficient numbers of comparable sales. It is most reliable when competing properties of similar nature are bought and sold on a regular basis. Follow~ng are the improved comparable sales that have been found appropriate for this appraisal and the and thc analvsis and conclusion. 28 COMPARABLE SALES The subject property is a medical clinic considered Class B Offee. A coun .tywide search for comparable sales was undertaken to find market data. There have not been similar sales in the western part of Cumberland Count3' within ~he past five years. I/We have found five offce sales, two being medical offices to use for our analysis. Following is a summary, of the sales data. OFFICE SALES NO. ADDRESS SALE SALE BLDG. LAND PRICE/ PRICE DATE SIZE SIZE/AC SF I 1501 Commerce Drive $450,000 02-98 5,115 3.6 $87.98 South Middleton Township 2 21 State Avenue S545,000 01-97 5,408 .96 $100.78 South Middleton Township 3 4004 Trindle Road $424,842 01-97 3,667 .54 $115.86 Hampd~m Township 4 6230 Carlisle Pike $275,000 11-95 2,873 1.49 $95.72 Hampden Township 5 1358 Lutztown Road $187,813 01-94 !,920 2.12 $97.82 Monroe Township 29 COMPARABLE NO. I Grantor: Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Eshenauer Fuels, Inc. Elios, Damien/Sandra 1501 Commerce Drive South Middleton Tox~ship Cumberland County Office Building 1986 Deed Book 172, Page 701 District 40, Map 09-0527, Parcel 023 C-l, Commercial 3.6 Acres 5,115 Square Feet Water, Sewer, Electricity and Telephone $450,000 February, 1998 $87.98 30 COMPARABLE NO. 2 Grantor: Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: lngrid J. Conner Albert J. and Susan D. Apicella 21 State Avenue South Middleton Township Cumberland County One-Sto~3', Detached, Brick Office Building in Good Condition 1994 Deed Book 152, Page 917 District 40, Map 09-0529, Parcel 051 C-O, Commercial Office .96 Acre 5,408 Square Feet Water, Sewer, Electricity and Telephone $545,000 January 1997 $100.78 31 COMPARABLE NO. 3 Grantor: Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Berger, Marvin and Karla F. Reager, David W. 4004 Trindle Road Hampden Township Cumberland Two Story, Brick/Vinyl Office Building 1972 A-O-L, Apartment-Office Limited Deed Book 152, Page 528 District 10, Map 21-0277, Parcel 312 23,700 Square Fcet 3,667 Square Feet Water, Sewer, Electricity and Telephone $424,842 January 23, 1997 $115.86 32 COMPARABLE NO. 4 Grantor: Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Boland, John E. Ricks, John E. and Veronica K. 6230 Carlisle Pike Hampden Township Cumberland County One Stow, Medical Office Building 1987 C-G, Commercial General Deed Book 131, Page 802 District 10, Map 19-1606, Parcel 023A 1.49 Acres 2,873 Square Feet Water, Sewer. Electricity and Telephone $275,000 November 22, 1995 $95.72 33 COMPARABLE NO. 5 Grantor: Grantee: Address: improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Kovacs, Donald J. Yellow Breeches Family Practice Center 1358 Lutztown Road Monroe Township Cumberland County. One Story, Frame, Medical Office Building. At the time of sale, the building contained 1,920 gross square feet. An addition of 1,160 Square Feet was added after the sale. 1979 Deed Book 36-T, Page 159 District 22, Map 11-0282, Parcel 039 Agricultural 2.12 Acres 1,920 Square Feet On-Site Well and Septic, Elcctricits.' and Telephone $187,813 January. 11, 1994 $97.82 34 SALE Sale Date Sale Price Size/Square Foot Unadlusted Price per Square Foot OFFICE SALES SUBJECT 1 "AS OF" 10-98 02-98 N/A $450,000 6,357 5,115 N/A 587.98 Time/Conditions Location Condition of Improvements Size of Improvements Lot Size/Utility Utilities Zoning Other Total Percentage Adjustments Ad'usted Price/S uare Foot 10-98 Average Good 6,357 .93 Acre Public R-2 Medical Upgrad~ N/A N/A COMPARISON ANALYSIS 01-97 01-97 $545,000 .5,408 Sl00.78 ADJUSTMENTS +4% -I0% 0% 0% 0% O% -I0% +10% -6% $94.7.3 +1% -I0% O% O% O% O% -I0% +!0% -9% S80.06 $424,842 3,667 $115.86 +4% -10% O% 0% O% O% -i0% +i0% -6% $108.91 I 1-95 $275,000 2,873 $95.72 +6% -10% 0% O% O% O% -I0% O% -14% $82..32 01-94 $187,813 1,920 $97.82 +9% -I0% 0% 0% 0% +10% 0% 0% +9% 35 ADJUSTMENT ANALYSIS Time/Conditions: Location: Condition of Improvements: Lot Size/Utility: After eontaamg local commercial brokers, analyzing multi-list data and revie~ving county sales and assessment da~ an appropriate rate of 2% per year was found appropriate. This rate varies throughout Cumberland County from 2% to 5% annually. I/We have chosen the most conservative number for this analysis. Each comparable was adjusted appropriately to the nearest half per cent. Comparable No. I Plus 1% Comparable No. 2 & 3 Plus 4% Comparable No. 4 Plus 6% Comparable No. 5 Plus 9% The subject propcrty is located in thc western section of Cumberland County. in the Borough of Newvillc. All five market comparables are from the eastern portion of Cumberland County which offers more amenities, such as transportation, shopping and convcniencc to the greater Harrisburg area. A 10% downward adjustment was taken for ali comparables. No adjustment was required for the condition of thc improvements. All five comparables are similar to thc subject property. Comparable Nos. 2 and 3 are similar in size to the subject. Comparable Nos. 1, 4 and 5 have larger building lots. The appraiser/s feel no adju~uuents are required because the additional acreage is considered excess land and gives minimal value to the overall property.. 36 1 1 Utilities: Other: The subject property is serviced with public utilities. Comparable Nos. I, 2, 3 and 4. Comparable No. 5 has on-site well and septic systems and is considered inferior. Comparable No. $ Plus 10% The subject property is zoned R-2, Medium DensiW Residential. Even though the subject properly fronts on the main street in Newviile Borough, a variance or exception to zoning would be required for development of the site in its current manner. Comparables are zoned commercial. Comparable No. 5 is zoned agricultural and required a variance to be developed, also. Comparable Nos. ! thru 4 Minus 10% Comparable Nos. 4 and 5 are buildings already adapted to medical use. Special features such as more plumbing fixtures, lead walls for x-rays and other special amenities for the profession. Comparable Nos. 1, 2 and 3 were considered inferior. Comparable No. 1, 2 & 3 Plus 10% 37 SALES COMPARISON ANALYSIS - OFFICE SALES Sale Price Value Range Mean Standard Deviation Low $187,813 $376,531 $143,210 Hieh $545,000 Unadjusted Price Per Square Foot Value Range Mcan Standard Deviation $87.98 $99.63 $10.24 $115.86 Adjusted Price Per Square Foot Value Range $80.06 Mean $94.53 Standard Deviation $13.34 $108.91 It is my/our opinion, after a careful study of thc value indicators and analyzing the market data. that most weight be applied to the adjusted price per square foot. FINAL CONCLUSION OF SALES COMPARISON APPROACH All five sales were considered appropriate comparables for this analysis. Comparable Nos. 4 and 5 were medical use building sales and were deemed the best sales for this analysis. It is the appraiser'sis' opinion that the sale price will range from $85 to $95 per square foot. The final correlated value is 6,357 square feet times $90 equaling $572,130. SAY $572,000. 38 INCOME APPROACH INTRODUCTION TO INCOME APPROACH The value of commercial property is strongly influenced by the amount, qualit3.' and derivation of the income, in terms of rent, which it can generate for its o~vner. The Income Approach uses the potential gross rent which the property is capable of generating in today's market, less expenses and collection for vacancy and losses, to develop an indication of property's net income. The income is then counted into an indication of the subject propertv. 's value by means of capitalization rate considered typical for the market, the Wpe of properW being appraised and thc area in which the property is located. CAPITALIZATION Thc capitalization process "tra~lates" net operating income into a present value indication for thc property. it assumes a present worth of expeeted future benefits. There are numerous ways to derive a capitalization rate. Most real estate investors require a mortgage when purchasing real estate, thc Band of Investment Technique is typically used. This method is developed by using mortgage rates provided by thc lender or from surveys published by various research firms or organizations. Another method is actually taken from thc marketplace. This method is considered "Direct Capitalization." Using actual sale prices and dividing them into the net operating income of the actual sale to derive a rate from the marketplace. There must be adequate market data available to utilize this method. Typically, "Market Data" is available to extract a market derived capitalization rate. Our findings indicated a rate ranging from 10% to 15% for motel. hotel and convention centers. The Debt Coverage Formula Technique also was considered as supporting our market estimation of the overall capitalization rate. This methodolo~' also takes into consideration the loan to value ratio, a mortgage constraint and debt coverage factor. 39 Yield Capitalization is applicable in the analysis of properties with irregular income streams. In this approach an income steam is projected over a specified holding period, and then calculating the present worth of the income stream, plus the present worth of the reversionary interest at the end of the holding period. Published market data from such places as the American Council of Life Insurance, Appraisal Institute's Market Sources, Korpac~ Report, The Boeckh Factor and economic reports supplied by local institutions typically provide data on a regional basis for institutional grade properties relating to market statistics. Capitalization rates, interest mtn, equity yield rotes, loan-to-value ratios and terms can be extracted from these publications. These guides are broken down into regions and property, types. This information is typically used in supporting the local market conditions. Our conclusion will explain what methodology, we have chosen for this analysis. The following direct pages are thc rental comparables that have been found appropriate for this approach followed by the analysis and conclusion. 40 1 POTENTIAL GROSS INCOME The prime consideration for any non-residential property, is the amount of rent that it can generate in the open market. Lease information is not recorded; therefor; it is not easily verified. Realtors in the capital region,, generally do not provide specific lease information. However, detailed information will remain in my/our files in order to comply with the request for confidentiality. Several lease comparables were identified. Typical leases in the subject market for office properties are on a net or modified net lease basis. A net lease is one in which the tenant pays all property, expenses, in addition to stipulated rent. A modified net lease is similar to a net lease, but with the property, owner paying minimal operating expenses. The appraiser/s analyzed the following five office lease comparables. OFFICE RENTAL DATA I 5 Brookwood Avenue Gross 5,000 01-95 $13.00 3 Year l.casc with 2 South Middlcton Township 2,100 Year option Medi~l Use 2 4910 Ritter Road Net Net Net 6,000 10-95 $11.50 6 Year Lease Lower Allen Township 6,000 M~.~tical Use 3 101 Noble Boulevard Modified Net 23,000 07-96 $12.50 5 Year Term Borough of Carlisle 2,400 Medical Use 4 205 Grandview Avenue Modified Net 56,000 08-95 $13.91 7 Year Term East Pennsboro Township 10,500 Medical Use 5 5565 Tyler Court Net Net Net 13,000 Summer $15.00 Term Unknown South Middleton Township 4,000 ' 98 Office 41 CONCLUSION OF RENTAL COMPARABLES I/We have investigated five properties currently under lease for medical use. The range of value is from $11.50 to $15.00 per square foot of rentable space. Each lease had varying rental conditions fi'om gross rent to net net net.. The landlord, on a gross rent condition, pays all expenses and on a net net net rental condition, the tenant pays all expenses. It is common in the marketplace to have a modified net term which means the landlord and tenant each pay v-a~.~ng expenses regarding leased conditions. It is my/our opinion thai a modified net lease is the most common lease within thc marketplace. Therefore, the typical expenses paid by the property owner are real estate taxes, real estate insurance, management/lease fees, miscellaneous and reserve for replacements. Ali other operating expenses are paid by the tenant, including utilities. PROJECTED ANNUAL PROPERTY EXPENSES Real Estate Taxes Current assessment for the subject property, is $31,750. Current total millage is. 1770, giving a tax liability of $5,619.76 face rounded to $5,620. Real Estate Insurance I/We have contacted two insurance agents and were given a range of $200 to $500 per month for this propert3'. I/We have reconciled the insurance expense at $250 per month, equaling $3,000 annually. Manatement/Lease Fees It is typical in general market for management finns to handle the operation and lease-up of this type of properv/. The fee ranges from 5% to 8% of the annual gross income, l/We have considered 6% appropriate for this analysis. 42 Miscellaneous Generally, the property, ox~x~er pays unknown or unusual expenses, such as emergency' repairs, property improvements, casual maintenance, etc., that occur during the term of the lease. I/We estimate these expenses to be 1% of the potential, gross income. M aintenance/Repair The subject property is in good condition and will have minimal maintenance and repair items necessary. T~ieal maintenance and repair estimates range between 1% and 5% of the gross income depending on age and condition of the subject. It is my opinion that 2% or $.24 per square foot is appropriate for this building. Reserve for Replacements A reserve for replacements account should be maintained to properly handle future building expenses. This expense ranges between !% and 3% of the gross income. I/We have chosen 2% or thc subject. Vacancy/Credit Loss I/We have found that office vacancies fluctuate b~veen 1% and 5% ~Sthin the greater Harrisburg Market. It is the appmiseffs opinion that vacancy and credit 10ss. _within the greater Newville area reflects closer to a 5% range than the 2% range in the greater Harrisburg market. Therefore. I/we have projected 5% for vacancy and credit loss. 'I 1 43 STABILIZED MARKET INCOME SCHEDULE FILE: Newville Medical Foundation, Inc. PROPERTY: 100 S. High St. Newville Pa. 17241 ANALYSIS DATE: 11-02-98 Income Item Gross Income Income Units Per Year Per Unit Medical Office 6,357 76,284 12.00 Total Income 6,357 $76,284 $12.00 Total Income $76,284 Vacancy/Credit Loss -3, 814 Effective Gross Income $72,470 Unit of Measure S.F. STABILIXFD MARKET INCOME STATEMENT FILE: Newville Medical Foundation, Inc. PROPERTY: 100 S. High St. Newville Pa. 17241 ANALYSIS DATE: 11-02-98 Gross Income Total Income Vacancy / Credit Loss Effective Gross Income Amount % of Gross $76,284 100.00% -3,814. -5.00% $72,470 95.00% Per Gross S.F. 12.00 -0.6q 11.40 Fixed Real Estate Taxes 5,620 7.37% 0.88 Insurance 3,000 3.93% 0.47 Operatin~j Maintenance/Repair 1,526 2.00% 0.24 Management 4,577 6.00% 0.72 Miscellaneous 763 1.00% 0.12 Reserve Reserve for replacement Total Expenses NET INCOME $55,459 ~ 2.00% $17,011 22.30% 72.70% 0.24 2.68 8.72 CAPITALIZATION Stable Net Income Divided by Capitalization Rate = Value $55,459 0.093167 $595,261 45 CAPITALIZATION RATE DEVELOPMENT Three methods of estimating the over~l capitalization rate have been examined for this analysis. These are Market Extractions from Local Sales Transactions, Published Sources and the Band of Investment Technique supported by the Debt Coverage Ratio which is used by local institutions. Market Extractions - Direct Capitalization Thc first methodology is Market Extraction or Direct Capitalization that derives indicated overall rates directly from the market by analyzing sales d~t~ The indicated, overall capitalization rate for a comparable sale is the ratio of the indicated net operating income to thc sale price. It is extremely difficult to find market sales to extract actual capitalization rates. Thc realtor or investor usually do not divulge the actual gross income on sales transactions, therefore, making it extremely difficult to formulate this methodology. I/We have found office sales transactions within thc general market place range from 8% to 12% for properties similar to the subject. Under current market conditions, it is t.~pical for thc capitalization rate to be at thc lower end of this range between 8% to 10%, say 9%. Market Extractions - Published Sources Data on capitalization rates extracted from sales of institutional grade properties was researched and available from the American Cotmctl of Life Irtsttrartce~ the ,4ppraisal ]nstttttte :~ Market Sottrces and the Korpacz Report. This data is summarized in the following table. -3 46 American Council of Market Sources Korpacz Life Insurance Indicated 8.1% To 9.1% 8.5% To 9.4% 7.5% To 10.5% Capitalization Rates First Quarter 1998 Fourth Quarter 1997 Second Quarter 1998 The three sources have a market Range from 7.5% to 10.5%. The American Council of Life Insurance ranges from 8.1% for mixed properties to 9.1% for office for the first quarter of 1998. Thc Appraisal lnstitute's Market Sources considers the major metropolitan areas within our general area for estimating capitalization rates. Their range is from 8.5% to 9.4%. Cumberland County is located between thc four metropolitan areas selected; therefore, minimal weight will be considered for Market Sources, but is used as a guide. The Korpacz Report ranges between 7.5% to 10.5%. These reports take into consideration the entire nation. I/We have reviewed the national industrial market and national suburban market to calculate the range. It is my/our feeling that the subject property will be in the mid range of the national publications. Most likely, it will be between 8.5% and 9.5%, say 9%. The Korpacz Report also projects a discount rate which ranges between 10% and 13.5% with an average of 11.2.%. The general marketplace changes betxveen 8% and 12% depending on risk. The subject is considered to be at the mid-point on the risk range. The appraiser/s feels a 8.5% to 9.5% range is typical for the market and this property, say 9%. The following pages have been taken from the publications stated above. Also included, is a summary of the local market from Landmark Commercial Realty, for office and industrial market studies, and a chart from Commercial Industrial Realty for the first quarter of 1998 for various t3q~es of pr°perties and parameters. Both reflect cun=~t market conditions within the greater Harrisburg area. Newville is a sub- market of Harrisburg, located in the southwestern section of Cumberland County. --1 47 T'~'I~ I T71~ of Lo-,, b7 lPropert7 TTFe ~ Lam ~ F. qu~ Poi~ Ddx Lc, m/ ~ ~ ~ ~) ~ ~) ~) ' 4,~7,627 7,~! 7.~ ' 7.20 154 !~ ~ 9.2 9.0 10/ 6 119~ 10,~l 7.17 730 Iii 1.7i 67.0 I.~ 1.6 I i/iD Ij~)10 10,436 6.95 7.05 140 1.71 67.2 ~49 4~81 7~1 7.42 i~ 132 69~ 9.1 9.1 I~ 6 7~37 4,8~7 7.01 7.13 149 I~ 68.~ 276D12 ~.026 7J6 7D8 Ig~ l.g4 ~.9 10.0 9.6 I~ 2 I~,~ ~.6~7 7.11 7.29 17~ I 71.0 I.I · 91 0 119,~ 7,~4' 7.02 7.14 142 1.66 ~.7 9.4 13,~0 13,~ * * , · , 13,~ 13,~ * * * * · JOl~r YZl~'tJRE 2 15,33S 7,668 Apmmcrd I 9,C)~0 9,00~ C~cl Bu~ld~ I 6,335 O~..K ~r Ic3AL FZATtJRI:3' 42 4,i5,36 i 10,604 7.O4 7.16 156 1.69 68.2 10.5 I.l 131 3 AF~,~t'd 5 33,90p 6,782 7.2'7 719 Il0 3.41 55.1 15.2 10.2 7/ 5 (~nc~ auild~ 7 211,420 30.203 6.73 6.84 129 1.~9 62.8 7.9 8.5 i I/ 9 Rc~l I lt.100 10,138 7.~ 7.86 210 !.60 ~.6 17.5 9.0 13/ I ~d 21 92,432 4,~ 6.~ 6~3 l~ I J3 67.0 I.S I.~ !~ I "~ I 26,~00 26,J~ * * * * * * · , TOTAL 560 4,~01,923 1,030 7.09 7.20 155 i.66 67~ 9.4 9.0 10/ ~ 85 902.253 10,615 7.11 7.31 161 1.83 66.7 9.1 rs I11 c)~c~ Bu~li~fll 141 !,60S,~ 11~88 6.92 7.03 139 1.69 ~.6 9.1 1.7 h~ 134 621D49 4,637 7~6 7.48 I~ I J2 ~A 10.2 9.1 10ft ~d 1~ 796,769 4,f~ 6~8 7.11 148 I J4 683 9~ 9.4 I~ 7 H~l 14 316.412 22,601 7~6 7.49 195 l.I! ~.~ 10.1 9.6 10/ 9 ~-~ 3 I~,~ ~,6~7 7.18 7.29 17J * 71.0 t.! · 9/ ~~ 17 119,~J. 7,~4 7.02 7.14 142 !.~ ~.7 9.4 Amlg, Life 10/3 8/7 7/10 7/5 8/2 7/11 · · 8/3 4/7 9/0 9/6 6/6 8/8 10/0 7/8 7/5 7/11 19.1 30.1 12.0 15.6 6.1 3.1 2.7 03 03 03 0.2 0.1 9.9 0.l 4.7 2.1 0.6 100.0 20.0 3S,7 13,1 17.7 7.0 3.1 2*? 5m q~cndLx I'ar 5c~ md I~xioto~y of lb 5~'7. O1~91 A,'~-'~ ~ o~ I.b'o '-,,~,,~ (AC~.~ ~,.,I I~mlqt Commm~ Ftra (~zrw. 1991 (1~. 1409) Cap. CBp. Rate mRent/sf-- % ChanKe -- Pdca/s!-- % ChanKe Rate --Rent/si-- % Chan~e -- Pflcelsf -- % Chin~e 4Qlr 4 Git 4 Qtr 4 Q~ 4Qir 4Q~ 4Git 4Qtr 4Qtr 4Git 4Qtr 4Qtr 4QIr 4Qb lgg7 lgg6 lgg7 g6-97 1~ lg97 g~97 lgg7 lgg6 lgg7 g~-97 lgg6 lgg7 g6-97 Atlanta 8.8 23.42 24.42 4.27 137.16 141.34 3.05 9.4 22.36 23.80 6.44 124.98 133.53 6.84 Baltimore Boston Charlotte Chicago Cincinnati Cleveland Dallas-Ft. Worth Denver Detroit Houston Indianapolis Kansas City Las Vegas Los Angeles 9.3 21.06 23.05 9.45 105.39 114.67 8.81 8.5 7.2 31.61 36.78 16.36 207.59 262.79 26.59 9.8 9.0 21.40 21.60 0.93 139.94 141.72 1.27 8.8 8.2 28.60 32.57 13.88 174.56 214.48 22.87 8.1 8.9 18.92 20.50 8.35 112.67 113.01 0.30 8.8 9.1 21.12 21.95 3.93 127.00 131.39 3.46 9.0 8.7 17.12 19.90 16.24 110.33 125.13 13.41 9.8 9.0 17.55 18.92 7.81 109.99 112.87 2.62 9.8 9.0, 18.07 20.00 10.68 112.23 123.95 10.44 9.0 10.0 15.50 17.92 15.61 · 91,87 98.61 7.34 9.1 9.4 16.45 16.91 2.80 116.22 111.32 (4.22) 9.2 9.0 18.01 19.58 8.72 117.15 120.38 2.76 9.2 9.3 24.90 26.70 7.23 155.88 158.02 1.37 9.7 8.8 24.21 25.06 3.51 140.60 159.48 13.43 7.5 Manhaltan Downiown 8.3 30.69 33.73 9.91 195.03 210.26 7.81 -- Manhattan Mtdtown 7.8 39.66 44.78 12.91 269.48 303.44 12.60 -- Miami 8.7 24.50 26.75 9.18 159.03 164.14 3.21 9.4 Milwa,kee 9.0 19.92 20.19 1.36 122.19 122.52 .0.27 9.4 Mi,meapolis-SI. Paid 9.1 27.53 28.88 4.90 145.72 152.15 4.41 8.7 Nashville 9.1 19.21 19.46 1.30 155.50 120.06 (22.79) 9.6 Nassau-Sul[olk 9.0 24.58 24.84 1.06 125.09 138.48 10.70 8.7 New Orleans 9.5 14.79 16.56 11.97 70.73 95.87 35.54 9.5 Oklahoma City 9.6 12.78 12.84 0.47 63.61 66.30 4.23 9.8 Orlando 8.6 21.19 23.13 9.16 129.44 135.10 4.37 9.2 Pl,ladelphia 9.4 22.78 24.67 8.30 139.01 146.12 5.11 9.1 Phoemx 9.3 20.45 22.40 9.54 114.11 132.13 15.79 9.0 Pillshurgh 9.1 23.59 25.33 7.38 132.75 137.58 3.64 9.4 Portland 8.6 21.61 23.29 7.77 121.61 134.09 10.26 8.9 SI. Louis 8.9 19.88 20.16 1.41 117.18 127.79 9.05 9.8 San Antonio 10.0 16,75 17.86 6.63 92.30 96.40 4.44 8.7 San Diego 9.0 18.84 20.81 10.46 115.20 124,62 8.18 8.6 San Francisco 8.6 31.46 35.44 12.65 173.63 195.61 12.66 9.5 Seatlle 9.1 23.22 26.22 12.92 142.73 156.03 9.32 9.8 Washington, D.C. 8.6 32.59 35.13 7.79 234.97 238.75 1.61 9.2 Sou(cas: Nahonal Real Estate Index Nole: Dala ~ele, ID pmpe~tms located in the CBD m' a primary olfice sub-market CBD -- -- Submban ~ Metropolilan 4Qb 9~ 4Qh 97 4Qh 96 4QIr 97 4QIr 96 4QIr 97 Allanta 17.0 15.2 Balhmore 18.3 16.0 Boston 5.7 4.5 Charlolle 6.0 4.6 Chicago 15.9 13.7 Cincinnati 13.9 10.1 Cleveland 17.0 15.0 Columbus 7.2 6.9 Dallas 34 9 29.0 Denver 14.1 10.3 Delroit 17.9 17.3 Ft. Lauderdale 6.7 4.9 FI. Worth 19.9 13.5 Itartford 23.5 17.7 Honolulu 16.1 15.2 Houston 21.9 18.1 Indianapolis 16.8 16.8 Jacksonville 13.6 13.2 Kansas City 16.5 13.8 Las Vegas 6.6 6.6 Los Angeles 20.8 17.3 Miami 21.4 18.0 Middlesex- Somerset- Hunterdon -- -- Somce: CB CommerctJI Vac,lnc¥ Index 8.6 7.6 10.8 9.5 8.3 6.2 11.6 9.7 7.8 7.7 6.8 6.3 11.2 9.3 8.9 7.2 11.4 9.0 14.0 11.7 10.1 7.9 12.1 9.1 9.1 8.2 14.2 12.7 8.9 6.6 8.2 6.7 11.2 9.1 17.0 14.0 9.4 7.4 11.0 8.4 9.4 8.3 11.2 10.2 10.5 9.4 9.7 8.5 12.3 10.6 15.1 11.6 21.0 17.5 21.7 17.6 12.9 12,5 14.6 13.9 17.8 12.9 18.8 14.2 7.9 9.6 12.1 13.0 7.8 7.3 10.8 10.2 10.5 7.8 12.6 9.9 11.1 14.5 10.6 13.9 17.7 15.3 18.3 15.7 12.3 11.3 15.6 13.6 14.9 11.2 14.9 11.2 19.80 20.60 4.04 117.50 122.80 4.51 27.21 32.77 20.43 137.77 146.05 6.01 17.39 17.83 2.53 124.74 122.45 (1.84) 22.65 24.36 7.55 153.03 182.89 19.51 17.63 18.19 3.18 101.30 116.50 15.00 18.94 20.12 6.23 111.17 116.26 4.58 22.12 25.10 13.47 113.27 138.25 22.05 21.98 23.51 6.96 121.97 128.51 §.36 19.77 22.00 11.28 111.11 118.54 6.69 15.89 17.71 11.45 91.60 96.69 5.56 18.29 19.97 9.19 11067 113.85 2.87 20.50 22.18 8.20 116.56 122.29 4.92 22.56 23.40 3.72 122.21 127.84 4.61 22.29 23.20 4.08 163.98 196.4.1 19.80 20.11 22.50 11.88 109.07 118.62 876 18.91 18.52 (2.06) 98.53 100.17 1.66 19.47 21.36 9.71 106.73 129.42 21.26 21.73 24.49 12.70 103.49 128.8.5 24.50 19.73 22.01 11.56 112.79 133.93 18.74 17.11 18.79 9.82 87.50 94.69 8.22 14.00 15.20 8.57 77.71 83 95 8.03 19.31 20.40 5.64 106.50 111.03 4.25 21.06 22.32 5.98 106.51 139.27 30.76 18.13 19.28 6,34 121.58 121.06 (0.43) 18.56 19.81 6.73 95.26 101.60 666 21.14 22.33 5.63 114.80 132.83 15.71 21.59 24.50 13.48 105.57 120.06 13.73 15.42 17.19 11.48 97.48 104.23 6.92 19.86 21.81 9.82 120,46 149.49 24.10 29.46 36.70 24.58 179.98 206.41 14.68 22.21 25.23 13.60 127.13 131.58 3.50 24.30 25.81 6.21 132.70 15942 20.14 CBD -- Suburban -- Mehopolilan 4Oh 96 401~ 97 4Git 96 4OI, 97 40h 9& 4Oh 97 Minneapolis-SI. Pa,I 7.6 7.0 Nashville 14.8 9.5 Nassali-St,ilolk -- -- New York- Manhaltan Down/ Midlown 19.1/8.411.7/6.0 Newark -- -- Oakland 12.1 14.1 Oklahoma City 28.8 29.9 Orange Co,nly ~ ~ Orlando 7.0 7.1 Philadelphia 16.2 14.4 Phoenix 13.9 12.9 Portland 7.4 5.4 Sacramento 7.7 7.4 St. Louis -18.6 17,2 Salt Lake City 7.3 4.7 San Diego 18.0 18.6 San Francisco 7.4 3.0 San Jose 9.5 2.1 Seatlle 6.3 5.0 Tampa- St. Petersbmg 19.5 12.6 Tucson 22.3 20.3 Washinglon, D.C. 10.4 9.2 West Palm 0each -- -- 49 5.5 ,I.4 6 6 5 7 6.3 ,I,I 8.6 6.7 10.5 9 6 10.5 9~ -- -- 11.6 77 12.6 10.0 12.6 100 8.9 9.1 9.6 10.2 8.1 7.4 15.9 15.8 12.6 10.5 12.6 10 5 8.6 6.2 8.1 6.5 10.7 8.0 13.2 109 7.2 7.6 9.5 94 6.5 4.9 7.0 5.1 10.2 10.1 9.6 9.4 7.4 5.0 11.4 9.1 4.1 4.9 5.8 4,8 11.3 8.3 12.8 10.5 7.1 3.9 7.3 3.4 4.9 2.3 6.0 2.3 9.9 5,1 8.1 5.0 9.0 78 115 8.9 5.8 4.3 9.0 73 7.1 60 83 72 118 14.8 118 148 I National Suburban Office Marl(et Wilh buildings in some marl<els turn- ward cornrnilments. By laking some lng over Ior II~e second and Ih!rd time in lhis cycle, II'~e suburban oil!ce mar- kel is still a very hot markel~ Transac- lion activily is last and lurious despile I~igh prices and intense compel!lion. It is increasingly dill!cull to buy proper- lies. "We can lind properlies within our criteria, bul the picldngs are getling slim," reports one participant. Olher would-be inveslors are put oil by prices Ihey consider out of line. Properlies Ihey decide nol Io bid on because Ihey Ih!ok Ihey would be overpaying ellen go lot more Illan Ihey would have paid. REITs anti pensior, lunds conlinue Io lead Ihe cornpelilion lot suburban ollice pr@petites. REITs are perceived Io be m~te inclined Io up Ihe bid. especially il an acquisilion will give them economies el scale in markols in which they already own properly.. Some insHulional inveslors are Iookincj lot oppoflunilies through Iof leasing risk, tl'~ey are realizing belier yields Ihan Item ex!sling buildings. However, some are beginning Io be a lilllo concerned aboul projecls where Ihey are looking al Ihree Io lout nrJor~ll~s Io groundbreaking and 15 Io 18 monlhs Ior building and slabiliza- lion. II is dill!cull Io accuralely project demand lhal lar gui. More RI:ITs are gelling inlo the developnmnl husir~ess. As prices Ior ex!sling properlies in many markels exceed replacemenl cosl, I-1EITs can belier achieve Ibeir growlh objeclives lhrough (leveloprner~l ralher Ihan acquisilions el existing assels. The pace'el new suburbarl office conslruclion is acceleraling'nalion- wide. Tile volume is anlicipaled Io be double lhal el lasl year. Al year-end 74 million square leer el office space were under way, wilb most el il in lite suburbs, l'llal was Iriplo Ibe amount al mid-year. ] -] -] Table 9 National Suburban Office Market SECOND QUARTER 1998 CURrlENT KEY IfIDICATORS QUARTER LAST YEAr! QUARTER AGO RAr,IGE 10.00%-13.50% 10.U0%-13.50% 10.00%-14.00% AVERAGE I 1.29%, I 1.4 I% I 1.49% flANGE 7.50%- I 0.50% 7.50%- 10.50% 7.50%- I 1.00% AVERAGE , g.05% ' 9.10% 9.30,,. -1 L riAl IGE 0.00'/.- 10.go% 0.0O%-8.00% 0.00%-8.00% AVERAGE 4.31% 4.04% 3.81% riA,,GE z0o%-5.oo%. 3.oo%-5.0o% 3.0o%.-s.0o% ,..AV. E.?.~G E , ,..,- 3.58% 3.59% ' 3.63% ' RAUGE 8.25%-I 1.0o% 8.25%-t 1.00% 8.25%-I 1.00% AVERAGE 0.65% ~.57%~ ; 0.~0%n- · a ~ale on un eye,aged, all-cash I~altS~ctl~lt b. Inili~t ~ate el change 5O Neverlheless, Ihere is still no wide- spreacl concern about overbuilding in Ihe near future. Suburban Allanta is being walched closely because el the arnount el new construction, but the new buildings are lifting up. Anoll~er booming markel is Dallas, where con- slruction is juslilied by market de- mand. However, Ihe dealmakers are projecting vacancy and absorption tales out. Io Ihe lime Ihat new con- slruction would come on-line. Such Ih!hiring is. I~elping Io cul back on some o! Ihe construclion. Prices in the national suburban oil!ce mad<el have Ready lopped gui. They range from 8Q0% Io 110.0% el replacement cosl. The average price is 0,1.4% of cost. The average proiecl- ed price increase over II~e nexl !? months is 4.G%. Key value indicators are sl~own in Table 9. This quarler Ihe average (lis- counl tale (IRR) decreased 12 basis points lo 11.29%. The average OAR declined 13 basis points to 9.05%. As prices el CBD ollico bud(lings increase, the si)reads hetween value indicalors in the nalional subt~rban office ~narket and II ~ose in Ihe nalional CBD ollice market is narrowing. Com- parisons el value indicnlors show an average sul)urban II'IR 26 basis poinls lower II,an Ihal in Ihe CBD office mar- kef. Tho suburban OAR dropped Iow- er than Ihe CBD tale in first quarter 1996. This quarler the suburban OAR is 0 basis p0inls lower Ihan Ihe CBD tale. While Ihe average inilial markel rant change rate in Ihe sdbufban mar- kef is still hioher than the CBD rate. Ihe spread is now ,12 basis points. Il was 60 basis poinls last quarler. T.l'~e suburban markets tl'~at loves- lots are most attracted Io include Chicago, Dallas, Los Angeles. Miami. New York, San Francisco, Portland, and Seattle. Despite the amount el builclincj, Atlanta is still on many tarcjet lists, i ..... a 'g...e. ("enl~;d I'¢nn~.~ Iv;mia is :l FIC;d Id-','c Ihr I,nll. I:lI.V iP, I IICI.N I lt'lll;lllll I'()r hi'rico llllll illllll~lli;IJ -I~;ICL' l- high. I~lll;ll I;IICS ;IICI iSill~. ¥IlCiUIC)' a,t' d~qq~in~ ami Imihling5 mc t'li;lll~itt~ ~hil~ nl ;iff ;IvCCl~l';liill~ p;ICC. 5~vel';ll Rlffl'5 have iii c~ll;li)liJJll;ll)' ;IcliV~ly (hll'fll~ Ihc IJlsl II;lJl' iff IU()~ ( '(111~ cnlmliaJ wJsdmll Il.his dial IlllW ~S Iht hif bllsillcsscs. ()lJ~lilS~ Illllch IIIlllC Ih;ill ~ ill~ i~ ~lili~hl ~l['['~s Ill Ih{' I~qmlali.n C{lll{IS ¥1111.. II;ihillUll~ ;llnl ('lllllll;lllieS hlllll ;llllllllll Ih{ Wllllll Ii1~ ~1 ill[' Ih;il ( '~'llll ~ll llcllll~ Iv~l,i~l i~ Ih~ IIiMI ihulillll Itoh h. II1~ I'hlllh~%l~l~lll I I.~. I.;lllllllllll~ I['C~lll- ~ lilly hll II1~1~1111. Mill.. II1~ w.lhl'~ I~nllin8 di~- II IIMIIIII III I~{I ~1111;1{ ¥1111111111{'1 S illld illt hitlc thc t'lillSIIllc'lilln i.I (]IHNI)'C;iI'S I)lmlhmlim {'ClllCl h, Whilll,.)l t.nl a icl'emir n,mmnt'~d I -I millitm ~F Incilil~ Illelt'l;ll le~ll e%l;ll~ ~t'l~ it'll. ~t' i]mvidt· .l~ql;ll. L'ltlllhlenli;ll iI%~INlllIIC~ ill ~i1~ and denin~t, nldfic cvahmiit,i. Wc'v~ aim] linked NAIl )P mid f{'l~l Iii i)mvid~ anti, mnliim ~l T~ TI .l[llllllll;Irl~l'r.t'lllll ;llllJ t'lllll;l¥1 I1~ willl ),11111 I~l~i;lclll The ildormaUoll herein is not warranted and is subject to correction o,' change without notice. . Via assume no liability lot errors or on"st, ions. Properly O.ne~ Ills Ihe rill~l to accept or ~elecl ill oilers. Lilldlflal k Collllllercial Really. hie.. c31l represenl Ihe ~uyer/Tenant as a b.yer's aSefK, or the GurerlTena.z and Seller ILandlord as a d.il alenl, bul unless othea~ise specified i~l w~ illllK. Landma~ k Comme~ clal Really. hie.. is oldy ~epre- sentm~ Ihe SellertLandlo~ d a~ a Seller's aKent. ^l'qw, xhmllcly .N.~O,INXI SIt iii' ..l~d in Illu I Inrl i~huiB MSA dur- I Ivcmil ~'cup;mcy Icvcl~ have Western Submnrkec In I1~ Worm', ~uhmmkcl, ur;igc uccnlm,cy I';llC~ h;ivc rc- IllllillCll nl 97% si,cc Iht nill[ .1' Iht ycar. Thc lack uf ill Ih~ {:la~ I 5~[11~111. whidl had 'l]l~ ('hl~ III mid huln~lrinl I;1~ 51, lllilm iff .lll.lill Enster. Submarket: ily ,wcr Iht Im~l yum' him Itcfl cluff imlc~ Iii I~ in thc I~;]~lcrn IIl;ll kCI. I)CSl)ilC SIIIII~ Ich~illilmx Ill IICW~[ lllill kll ~cr I'n~ilili~, iii Iht ~l~[l~fli ~llhilllil~Cl, I'il~l half li~ily lure Ix'cfi [ICnlCl' iff lira i~li~l- till ~llhllilil~CI, wilh lilillill Olllloo~: ~111111~ II~lllililll I~ir ~llli~C will ~lllllilllll: Ihllilll!hllilt lll~l~ I t~9'.l, ruuuh- illg itt henry I.'n~iillll llclivi- IV. Scvcrnl h,r~c Ch, s~ I h,ihlings, m- Inli,g ~l)(I,I)lll) ~1~ s~v~[.I re.re are in Ihc plan- nillg lllul pmvnl 'l'hi~ n~w de- iuB ~lmCC IiIlllnL ()ur ~urvey mid Ire'get wilh 51)ncc flvailnhlc Iht (~1~1 llmlLCl. ()wucr (~'cupied mul g,v~r, mcm ,wned ,re excluded. The (~la~c~ ~l)itcc arc del'i,ed ;l~ f, llnw~: . ( 'hls~ I: rollins hcighl g~eUlu~ 2~'; ( 'hls~ I1: 2.1' In 2R' clmn; II1: 16' h~ 2.r clem; ('l;l~ IV: I~ ire I~liNh:.M i!lliwIh t'lilllhilwll Ihu- ifil; tlR.' .~ct'tm41 Illl;lllCl Id I'~IX ns ~.1.11 ~1~ WIl~lNmilivcl~ ill IIIc I I;lllishlllg Dow.town 8.slness District; ~li~hlly I'llllil Ii (lilicI Iii'II iiiIiiilcf, 'l'h~ ('ln~ II ~lll~lll ~ll.w~tl Illl ~l~l illllll IIV~lill~lll li~ .~ I .~1~1 ~1 (~Clillilll~y I~v~i~ ill ill~ ('1~ III ~lll~lil ~l~lhili/.~d tiller 11 ilcclill~ ill IIm lir~l iiillilll'~. I)' iii Ihi~ ~l'~lli~'lll ~lunlhl i:lillliliil~ III ililllillYC ~1~ lilt Iilll~ hk~'~ iff ~l~ll~'~ ~lll~ ~ll~lcd Ill ~lv;lilnhl~ IIVl~l' lira IK'~i IwII Illl~il'- lul'~. I~ll~llll)iillil illllll~ll lIjll~6 ~1 II~lill~ iii ilh~lil I)iil)ll ill ill~ ( '1~1~ ~111~ill, (~111~ ~ I~'~ill~lli~~ I~h S t u d y Leasable Office Space 4.O ].$4145F ].721'1SF n %Vacincy 3.S i~ ~ 2.5 __2.461tSF__ i.s 1.0 0.5 4~ ~ 0.0 Class A Cla~ B* Chis B Cl~s~ C * Owner occupied & governmenL ownid IJcdmes excluded West Shore/1.s/ness District: ^hslnlllilnl 2,1.8,15 .~1:. 'l'h~ s.I)risi.B lunt;mu..tl ;il 91'~1,~o. ( pt, tOy IcYcl.s ilhslll Illil.I I~l;,Ic;I X.OI I);I.cy slll)l]lll rclllain slnhlc (kCUl)aUcy h:vcls in IIm :lhcn41y Ihil,ll~hlml Ih~ Ihilll ilillUlCl il~i lilt Ill, hi ( ~l~l~ ~ ~lll~l,l~ll Mi~llil~ Ill · Ilu,[~l;t',T I'.sn~cc. VI' 51 J J J J J J J ] J :] [J Rank 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 3O 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Pennsylvania State Government (Except Higher Education) United States Government Hershey Foods Corporation Pennsylvania Blue Shield AMP, Incorporated Penn State University (Middletown and Hershey Medical) Giant Food Stores, Inc. Harrisburg Polyclinic Hospital Harrisburg Hospital International Business Machines Corp. (IBM) HERCO, INC. Dauphin County Government Holy Spirit Hospital Weis Markets, Inc. Capital Blue Cross Central Dauphin School District Electronic Data Systems Corporation Roadway Express, Inc. Harrisburg School District BH/M-II Inc. (C. H. Masland) Pennsylvania Higher Education (Includes Shippensburg State University) Sprint Telephone Company of Pennsylvania Sears Roebuck & Company Pizza Hut of America, Inc. ABF Freight System, Inc. United Parcel Service, Inc. Kinney Service Corporation Dauphin Deposit Bank & Trust Co. Book-of-the Month Club, Inc. Cumberland County Government City of Harrisburg Lebanon County Government The Good Samaritan Hospital Cumberland Valley School District Exel Logistics - Grocery Services, Inc. Harrisburg Area Community College Bell Telephone Company of Pennsylvania Boscov's Department Store Carlisle Hospital Milton Hershey School Rite Aid Corporation Capital Area Intermediate Unit (IR-15) Fry Communications, Inc. K-Mart Corporation J F C Temps, Inc. Nationwide Mutual Insurance Co. Depar~-~nt of Labor and Industx~, Bureau of Research & Statistics * Businesses that have closed or moved out of the area have been removed. 13 Classificalion New Conslruclion C!ass A Class !i New Conslruclion Class A Class Ii Low High PJ'fedive Renlal RefilaiAveraRe Rates IL~I~ Resd.'il $11L00 $22,50 $19.1X) $1,J.(X) $19.00 $15.50 $15.50 $1S.SO $~6.2.'~ $]6.25' $20.00 $17.50 $14.00 $17.00 Total lnvenlo.n/ (Sq. Ft.) 0 2,000,000 9,600,000 75o,000 8,95o,000. 14,000,000 Bulk Warehouse Man.fact.ring I ligh 'Fech/R&l) $3.45$3.90 $3.65 $2.50$4.00 $31)0 $7.00$10.75$9.75 .(10% 60,000,00O 35,000,000 2,850,000 $1L(X) $3(I.(1(I $12.IXI 500,000 $10.75 $16.00 $13.00 2.00% 23,200,000 $10.(}0 $1,1.50 .$10.75 2,8O0,000 $16.00 $381)0 $25.50 5.00% 4,000,000 Development Land (Price Per Acre) Clnssificatio. ." Low High office iii CBI) (l'er Ihiiltlable Pool) $100/SI~ .... $15(}/SP I.aml in Office I'm'ks $gll,OllO.Oll $25(1,(111(1.00 l.aml in Industrial Parks $70,0(}11.(10 $105,000.00 Office/lnduslrial Land - Non l'ark$65,00(I.I)0 $250,000.00 Relail/Commercial Land ........ l. "$200,000.00 '~ $650,000.00 Residenlial 52 BAND OF INVESTMENT TECHNIQUE l/We have completed a stud3. in the mortgage market as to what the most realistic terms and rates would be available for this t39e of investment. A survey was performed contacting local lenders and commercial real estate brokers to determine thc rates for mid yem' 1998. These rotes range from 7.5% to 9.5%. My/Our survey concludes that a rate of 9% would be normal for an office under a $1,000,000 loan amount. The majority of these loans are given for terms often to twenty years with the norm being fifteen years. Most commercial mo~n~e rates are renegotiated after a three to five ~ar term, with typical holding period of five to ten years. Most lenders will require a minimum of 20 to 30 equity position for this type of loan. Investors are requiring a return on investment capital commensurate with this risk. Investor's market indicated 8% to 12.5% return. I/We have projected a 10% return. The appraiser/s has reviewed various publications, such as The Market Source~ published by Thc Appraisal Institute, The Boeckh Factor, Korpacz Real 'Estate Investor Survey and The Mellon EconomW & Financial Brtefin~ Retxort. I/We also contact various local commercial lenders when surveying rates. Typically, these sources provide accurate rates for mortgage and yield estimation. They also provide debt coverage ratio information which is used to support my/our final capitalization rate. Following is an assumption of the terms and rates considered from the market to arrive at an overall ratc that will be used in capitalizing the net operating income into a value indication. I/Wc have used the following data as provided by the lender. The loan-to-value ratio based on 70% mortgage, 30% equity, a term of 15 years, interest rate of 9% and 10% equity return were used to calculatc the capitalization rate. The overall capitalization rate per this methodology is 9.32%. 53 ADVANCED MORT_~~~~a~~ FILE: Newville Medical Foundation, linc. PROPERTY: 100 S. High St. Newviil~, Pa. 17241 ANALYSIS DATE: 11-02-98 Input Variables Projected Holding Pedod Loan Ratio 1 Interest Rate Loan Term Investor Equity Portion Required Investor Yield (IRR) Growth Rate in Value per Year Growth Rate in Net Income per Year Soft Costs in Addition to Equity Selling Expenses in Terminal Year CALCULATION Loan I x Constant Equity x Required Yield LESS Credit for Equity Build-up (.70000 x 0.121712) (.30000 x 0.100000) RATIO x %PAID OFF x SINKING FUND Loan 1 70.00 1.0000 0.031474 BASIC RATE CAP RATE AT STABLE OPERATION OVERALL RATE . ROUNDED TO 15 Years 70.00% 9.00% 15 Years 30.00% 10.000% 0.000% 0.000% 0.000% 0.000% 0.0851984 0.0300000 0.1151984 -0.0220316 0.0931668 0.0931668 9.32% l 1 DEBT COVERAGE FORMULA TECHNIQUE 1 1 ] 1 -I l This technique also was considered as supporting our market estimation &the overall capitalization rate. The methodology also takes into consideration, the loan to value ratio, a mortgage constant and debt coverage factor. The maximum loan under current conditions is 70%. The mortgage constant is determined by normal lending rotes. The debt coverage factor ranges bev, vcen 1.10 to 1.40. Debt Coverage Formula Technique is as folloxvs: Debt Coverage Debt Service Loan To Ratio Constant Value Ratio = Overall Rate I 1.10 x .121712 x .70 = .0937 2 1.15 x .121712 x .70 = .0980 3 1.20 x .121712 x .70 = .1022 4 1.25 x .121712 x .70 = .1065 5 1.30 x .121712 x .70 = .1108 6 1.35 x .121712 x .70 = .1150 7 1.40 x .121712 x .70 = .1193 Thc debt coverage ratio for this loan will range between 1.10 to 1.15 which gives a value ratio range of .0937 to .0980. This ratio supports our basic overall selected capitalization rate. 55 CONCLUSION OF CAPITALIZATION RATE There are three techniques in determining the capitalization rate. They are the Direct Capitalization or Market Derived rate, the extracted rates from publications and the Band of Investment Technique. supported by the Debt Coverage Ratio Formula. Direct Capitalization Chosen Indicator Market Publications Chosen Indicator Band of Investment Chosen Indicator 8.00% To 10% Say 9.0% 7.50% To 10.5% Say 9.5% 9.32% Say 9.3% Therefore, based on the above extracted data, it is my/our conclusion that thc overall rate for the subject properS., is 9.3%. CONCLUSION OF THE INCOME APPROACH Applying the indicated, overall capitalization rate of 9.3% to thc Stabilized Net Operating Income of $55,459, yields an indicated stabilized market value "AS OF" October 9, 1998, of $596,333. SAY $596,000. 56 I_NPUT VARIABLES I KEY NUMBERS FILE: Newville Medical Foundation, Inc. PROPERTY: 100 S. High St. Newville Pa. 17241 ANALYSIS DATE: 11-02-98 Inl~ut Variable~ Projected Holding Pedod Loan Ratio 1 Interest Rate Loan Term Investor Equity Portion Required Investor Yield (IRR) Growth Rate in Value per Year Growth Rate in Net Income per Year Soft Costs in Addition to Equity Selling Expenses in Terminal Year Initial Cash Investment Indicated Value Overall Capitalization Rate Positive Cash Flow Begins in Year First Year Numbers Annual Net Income Debt Service Annual Cash Flow Cash on Cash Yield Debt Coverage Ratio 15 Years 70.00% 9.00% 15 Years 30.00% 10.000% 0.000% 0.000% 0.000% 0.000% $178,578 $ 595,261 9.32% 1 $ 55,459 ($ 50,715) $ 4,743 2.66% 1.09 57 COST APPROACH INTRODUCTION TO COST APPROACH In the Cost Approach to value, the value of the land and the improvcments are estimated separately and then added together to develop a value indication for the entire property by means of the Cost Approach. Land is usually valued "AS IF VACANT" and available for development to its highest and best use. For this process, the Sales Comparison Approach is generally, the most reasonable method of valuation considered applicable. This method involves compaxing similar land sales recently sold or offered for sale with the subject propen3', a~ vacant; and a comparative analysis is made of factors affecting value. A sale seldom possesses all the various characteristics of the subject property to the same degree. Therefore, judgment must be exercised in arriving at a final estimate of value of the land. Thc value of thc improvements is estimated by the reproduction cost of the structure and other site improvements, then depreciated for physical deterioration, functional obsolescence, curable or incurable; or external obsolescence if applicable for the subject property. The following land sales are representative of properties within the general market area that could be used for medical office sites. COMPARABLE LAND SALES No. Address Zoning Sale Date Sale Price Lot Size/AC Price/Acre Price/SF 1 125 Walnut Bottom Road C-G 09-95 $165,000 2.39 $69,037 Shippensburg Township $1.58 2 North Spring Gardea~ Street C-3 01-95 $93,500 .78 $119,872 Borough of Carlisle $2.75 3 38-40 Walnut Bottom Road C-G 04-97 $200,00 1.23 $163,132 Shippensburg Township $3.74 4 1538 Commerce Avenue C-I 05-97 $I 10,000 1.48 $74,324 South Middleton Township $ I. 17 A full detailed description of each transaction lbllows. 59 COMPARABLE NO. I Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: Swope, William A. and Pauline L. A P Hotels of Pennsylvania, Inc. Walnut Bottom Road Shippensburg Township Cumberland County Vacant Land - Level Deed Book 127, Page 942 District 36, Map 12-0320, Parcel 027 C-G, Commercial Water, Sewer, Electricity and Telephone 2.39 Acres ( 104,108 Square Feet) $165,000 September 6, 1995 $1.58 $69.037 60 COMPARABLE NO. 2 Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: Vanek, Kent G. Lehmnn, Wendell L. nnd Jeanne E. North Spring Garden Street Borough of Carlisle Cumberland County Vacant land with a commercial building currently being built on the site. Deed Book 117, Page 188 District 02, Map 21-0318, Parcel 359 C-3, General Commercial Water, Sewer, Electricity and Telephone .78 Acres (33,977 Square Feet) $93,500 January 4, 1995 $2.75 $119,872 6! ] ] ] ] ] ] ] l t I I I I COMPARABLE NO. 3 Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: Highlands, Lester D. Avalon Corporation 38-40 Walnut Bottom Road Shippensburg Township Cumberland County Old house razed for fast food restaurant. Deed Book 154, Page 436 District 36, 33-1871-Parcel 013 C-G, Commercial General Water, Sewer, Gas, Electricity and Telephone 1.226 Acres (53,405 Square Feet) $200,00O April 1997 $3.74 $163,132 62 ] ] ] -_1 _1 ] ] ] ] ] i ] ] ] ] ] ] ] COMPARABLE NO. 4 Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: McCoy Business Center, et al Oyer Brothers Partnership 1538 Commerce Avenue South Middlcton Township Cumberland Counuy Vacant Land - Level Deed Book 158, Page 491 District 40, Map 09-0527, Parcel 060 C-I, Commercial Industrial Water, Sewer, Gas, Electricity and Telephone 1.48 Acres (64,469 Square Feet) $110,000 May 30, 1997 $1.71 $74,324 63 ] ] ] ] ] ] ] ] COMPARABLE LAND SALES ANALYSIS -----_ Sale Date 10-98 09-95 01-95 04-97 05 -97 --.-.-_ Sale Price ~ N/A $165,000 $93,500 $200,000 $110,000 -----. Lot Size/Acre .89 2.39 .78 1.23 1.48 Unadjusted Price/SF N/A $1.58 $2.75 $3.74 $1.71 -----.- ADJUSTMENT Time/Condition 11-98 +6% +7% +3% +3% _ Location Avera~e - ! 0% - 10% -20% - 10% Zoning R-2 - 10% - 10% - 10% - 10% Utilities Public 0% 0% 0% 0% Lot Size/Utility .93 AC+/- 0% 0% 0% 0% Other N/A 0% 0% 0% 0% Total Percentage Adjustment N/A - 14% - 13% -27% - 17% Adjusted Price/SF N/A $1 36 $2.39 $2.73 $1.42 -] 64 ADJUSTMENT ANALYSIS - LAND ONLY ] ] ] ] ] ] ] -] ] ] ] ] ] Time/Conditions: Location: Zonine: Afar contacting local eonunercial brokers, analyzing multi-list data and reviewing county sales and assessment data, an appreciation rate of 2% per .x~ar was found appropriate. This rate varies throughout Cumberland Count3.' from 2% to 5% annually. IAVe have chosen the most conservative number for this analysis. Each comparable was adjusted appropriately to the nearest half per cent. Therefore, the following adjustments were made: Comparable No. I Plus 6% Comparable No. 2 Plus 7% Comparables 3 & 4 Plus 3% Comparable No. I is located in a rural area near an interstate exit with higher visibility, and higher traffic count. Comparable No. 2 is a similar in-town location in the Borough of Carlisle and was developed as a laundromat. Comparable No. 3 is located abutting a community shopping center with strong visibility and high traffic count. Comparable No. 4 is located in a new, commercial office/warehouse/industrial area with visibility from thc interstate. superior to the subject property. Comparable Nos. 1, 2 and 4 Comparable No. 3 All comparables arc considered Minus 10% Minus 20% The subject property is zoned R-2, Medium Density ReSidential. All four sales are zoned for commercial use which allow medical facilities and are considered superior to the subject. Comparable Nos. 1, 2, 3 and 4 Minus 10% 65 KISST~CTED APPRAISAL REPORT GRAHAM MEDICAL CLINIC. 100 SOUTH HIGH STREET NEWVILT .E, PENNSYLVANIA PREPARED FOR JOHN GRAHAM LIBRARY BOARD OF DIRECTORS AND NEWVILLE MEDICAL FOUNDATION BY LARRY E. FOOTE DIVERSIFIED APPRAISAL SERVICES 35 EAST HIGH STREET, SUITE 101 CARLISLE, PENNSYLVANIA 17013-3052 (717) 249-2758 ! TABLE OF CONTENTS PAGE NO. Table of Contents .................................................................................................... 2 Letter of Transmittal ............................................................................................... 3 Summary of Important Facts and Conclusions ......................................................... 4 Appraisal Certificate ............................................................................................... 5 Purpose of the Appraisal ......................................................................................... 7 Location Analysis ................................................................................................... 8 Zoning .................................................................................................................. 10 Ownership History ................................................................................................ 11 Estimated Marketing Time ........................................................................ · ............ 11 Economic Trends .................................................................................................. 11 Site Description ..................................................................................................... 12 Improvements ....................................................................................................... 13 Taxes and Assessment ........................................................................................... 15 Highest and Best Use ............................................................................................ 16 Cost Approach ...................................................................................................... 19 Sales Comparison Approach ................................................................................. 22 Income Approach .................................................................................................. 26 Reconciliation and Final Value Estimate ............................................................... 29 Underlying Assumptions and Limiting Conditions ................................................ 30 Certificate of Appraisal ......................................................................................... 33 Qualifications of the Appraiser Photographs of the Subject Property Location Map 2 Diversified Appraisa/ Services Real Estate Appraisers and Consultants 35 East High Street Carlisle, PA 17013-3052 (717) 249-2758 FAX (717) 25~701 TO: April 11, 2001 John Graham Library Board of Directors and Newville Medical Foundation FM: Larry E. Foote Restricted Appraisal Report Graham Medical Clinic 100 South High Street Newville, Pennsylvania At your request, I have appraised the captioned property. The restricted appraisal report, which follows this letter, is submitted in support of my opinion of Market Value of the Fee Simple Interest in the property, as of March 8, 2001. I hereby certify that, to the best of my knowledge and belief, the data, facts, and opinions set forth therein, are accurate, subject to the Statement of Assumptions and Lim- king Conditions that is also made a part of the report, and that the indicated Market Value of the subject property, as of March 8, 2001 is: FIVE HUNDRED AND NINETY-TWO THOUSAND DOLLARS $592,000 This restricted appraisal has been made using the Departure Provision in accor- dance with the guidelines set forth by the Appraisal Standards Board and is in conformity with the standards of professional practice of the National Association of Realtors Ap- praisal Section. I appreciate your having considered me for this assignment and trust that you find the report entirely satisfactory. Respectfully submitted, Certified General Appraiser GA-000014-L 3 SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS LOCATION: TAX PARCEL NUMBER: OWNERSHI~P: LAND SIZE: ZONING: FLOOD HAZARD DATA: 100 South High Street Newville, Pennsylvania 28-20-1756-005 Newville Medical Foundation, Inc. 40,591 square feet. R-2, Medium Density Residential District. The subject building is not located in a FEMA identified flood hazard area according to map #421579-0001-A. PROPERTY RIGHTS: Fee simple interest. SCOPE OF ASSIGNMENT: The scope of the assignment included an analysis of the subject's area, an inspection of the subject property, an es- timation of the property's highest and best use, considera- tion of all three approaches to value, and the application of those relevant to the valuation of the subject. IMPROVEMENTS: One-story detached medical center building. OBJECTIVE: To estimate the market value of the subject property as un- encumbered. USE OF THE APPRAISAL: To establish a sale price. EFFECTIVE DATE: March 8, 2001. HIGHEST AND BEST USE: Continued use as a medical clinic. COST APPROACH: SALES APPROACH: INCOME APPROACH: VALUE CONCLUSION: N.A. N.A. $583,000 $592,OOO 4 APPRAISAL CERTIFICATE I hereby certify that upon application for valuation by: JOHN GRAHAM LIBRARY BOARD OF DIRECTORS NEWVILLE MEDICAL FOUNDATION the undersigned personally inspected the following described property: All that certain tract of land, with the improvements thereon erected, situate in the Borough of Newville, Cumberland County, Pennsylvania, more particularly bounded and described as follows: Beginning at a railroad spike at the comer of land now or formerly of Viola Keck and Vine Street; thence along the curb line of Vine Street North 65 degrees 45 minutes East 210.00 feet to a railroad spike at the comer of Vine Street and South High Street; thence along the curb line of South High Street South 23 degrees 04 minutes East 238.67 feet to a point in the middle of the Big Spring; thence along the middle of the Big Spring South 89 degrees 18 minutes West 224~78 feet to a point in the middle of Big Spring; thence along the land now or formerly of Viola Keck North 24 degrees 45 minutes West 143.83 feet to the place of beginning. Containing 40,591 square feet. To the best of my knowledge and belief the statements contained in this report are true and correct, and that neither the employment to make this restricted appraisal report nor the compensation is contingent upon the value reported, and that in my opinion the Market Value as of March 8, 2001 is: FIVE HUNDRED AND NINETY-TWO THOUSAND DOLLARS $592,000 5 The property was appraised as a whole, subject to the contingem and limiting conditions outlined herein. Larry E. Foote Certified General Appraiser GA-000014-L PURPOSE OF THE APPRAISAL The purpose of this restricted appraisal is to estimate the Market Value of the sub- ject property as of March 8, 2001. Market Value is defined as the most probable price which a property should bring in a-competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a speci- fied date and the passing of title from seller to buyer under conditions whereby: a. Buyer and seller are typically motivated. b. Both parties are well informed or well advised, and each acting in what he considers his own best interest. c. A reasonable time is allowed for exposure in the open market. d. Payment is made in terms of cash in U.S. dollars or in terms of fi- nancial arrangements comparable thereto. e. The price represents the normal consideration for the property sold unaffected by special Or creative financing or sales concessions granted by anyone associated with the sale. 7 LOCATION ANALYSIS The subject property is located in the south central part of Pennsylvania in Cum- berland County. Cumberland County has pronounced boundaries. The Susquehanna River forms the eastern boundary shared with Dauphin County and the state capitol, Har- risburg. The Yellow Breeches Creek forms the southeastern boundary with York County. The boundary then extends to the southwest following the Paney and South Mountains. That line also constitutes the southern boundary with Adams County. The southwestern boundary with Franklin County is traced by Laughlin Run, Middle Spring Creek, Gum Run, and Maines Run while the ridge line of Blue Mountain forms the northern boundary with Perry County. Based upon statistics from the Commonwealth of Pennsylvania Department of Labor and Industry Bureau of Research and Statistics, total civilian labor force in the Harrisburg-Carlisle-Lebanon MSA as of March, 2000 was 341,800, down 3,600 from March, 1999, which was 345,400. The unemploymem rate for Cumberland County as of March, 2000 was 2.3 percent, down .3 percem from March, 1999 which was 2.6 percem. These figures of unemployment are lower than 4.4 percent for the commonwealth of Pennsylvania. Over the year service producing industries are up 2,300 jobs and goods producing industries are down 1,100 jobs. Major east-west transportation links serving the general area are U.S. Route 22 and 322, Interstate Route 78, and Interstate Route 76. Major nearby north-south arteries include Interstate Route 81, Interstate Route 83, and U.S. Routes 11 and 15. Rail service is provided by Amtrak on ConRail's line. The rail terminal is located in downtown Har- risburg. Air transportation includes four airports with Harrisburg International Airport serving the major carriers of U.S. Air, American, and Pennsylvania Commuter Air Lines. General aviation is also served by Capital City Airport and the Carlisle Business Airport. Higher education is offered through the Harrisburg Area Community College, the University Center at Harrisburg, Pennsylvania State University at Harrisburg, Dickinson College and Dickinson Law School. ~_tllersville State University, Shippensburg State University, Susquehanna University, Franklin and Marshall College, and York College, among others, are all within a one hour drive of the general area. Newville is located in the southeast section of central Pennsylvania, approxi- mately thirty miles fi.om Harrisburg, the state capitol. The town itself is presently under- going a considerable degree of renovation and restoration of older properties. Employ- ment opportunities are good, with Commonwealth of Pennsylvania, Hershey Foods Cor- poration, AMP Incorporated, Herco, Inc., Bethlehem Steel, Harrisburg Hospital, Penn- sylvania Blue Shield, Rite Aid Corporation, Hershey Medical Center, Carlisle Barracks, PPG Industries, Carlisle Tire and Wheel and Lear Corp. being the major employers in the area. There are also manufacturers of crystals, paper products, and steel products in nearby Carlisle. 9 ZONING The subject property is located in an area which is zoned R-2, Medium Density Residential District. These districts are primarily intended for medium density residential uses where centralized utilities are provided. Certain community commercial uses are conditionally permitted in these districts in order to allow the development of neighbor- hood commercial services which are designed to meet the daily needs of surrounding residential areas and which protect the surrounding residential environment. In the Medium Density Residential District, no building or premises shall be used and no building or part of a building shall be erected or altered which is arranged, in- tended or designed to be used in whole or in part for any use except the following: A. Any permitted use or accessory use as listed and regulated in the R-1 District. B. Conversions of an existing residential structure from a one-family dwelling to a two or more family dwelling, subject to the conditions listed in the Zoning ordinance. C. Boarding, lodging or rooming house. D. Places ofworship. E. Educational institutions. 10 OWNERSHIP HISTORY The subject property is owned by Newville Medical Foundation, Inc. The vacant property was purchased on August 14, 1972 for a reported consideration of' $14,000 and ownership transferred on deed reference 24-T-623. ESTIMATED MARKETING TIME It is estimated that if the subject property were offered for sale at the indicated Market Value, a reasonable marketing time would be six to twelve months. This estimate is based upon quarterly sales figures published by Central Penn Multi List, Inc. ECONOMIC TRENDS Historically, rental income for similar properties has steadily increased, with va- cancy rates remaining stable. Financing is readily available to qualified purchasers at reasonable rates and terms. 11 SITE DESCRIPTION The subject site is rectangular in shape, consists of a total area of approximately 40,591 square feet, and has approximately 238.67 linear feet of macadam road frontage along South High Street. There is also approximately 210 linear feet of macadam road frontage along¥ine Street. The site is relatively level throughout and there does not appear to be any drain- age problems. According to the Federal Emergency Management Agency map number 421579-0001-A, the building is not located in an area which is prone to flooding. In the absence of core boring, it has been assumed that there are no mineral deposits of a commercial nature underlying the subject site. For the same reason, it is assumed that there are no unusual sub-soil conditions that would adversely affect the sub- jeer site. Access to the site is via South High Street and Vine Street, and visibility of the site from these roadways is considered to be good. Utilities available at the site include water, sewer, electricity and telephone ser- vice. There appears to be sufficient capacity in each of these utilities to permit optimum utilization of the site. 12 IMPROVEMENTS The subject property is improved with a one-story detached building containing a total of approximately 6,176 square feet of gross building area above grade, constructed over a partial basement and crawlspace. This building, which was constructed in 1973 and expanded in 1995, is presently being utilized as a medical clinic. The foUndation walls of this structure are of concrete block and the exterior walls are of brick. Roofing is of the gable type, covered with asphalt shingles. Gutters and downspouts are of painted aluminum. Windows are of the vinyl-clad thermopane type and exterior doors are of insulated steel or insulated steel with glass in the upper one-half. Attached to the fi.om of the building is a small covered porch, and there is a concrete patio located at the rear of the building. The interior of the building is divided into a vestibule, waiting room, receptionists office, emergency room,.xray room, xray waiting room, laboratory, two storage rooms, break room, twelve examination rooms, three private offices, patient education room, dic- tation room, and seven restrooms. Interior floor coverings are of asphalt tile blocks and carpet. Interior walls and ceilings are of painted drywall. Interior doors are of' painted Masonite and interior trim is of painted wood. The building is heated and cooled by five Weatherking electric heat pumps. Wa- ter is heated by an eighty-gallon electric water heater, and plumbing is of plastic and cop- per. Electricity is distributed by an 800-ampere circuit breaker electrical service. The building is equipped with a hard-wired smoke, fire and burglar alarm system; and a Li- thonia emergency lighting system. 13 The site is further improved with a lawn with mature trees and shrubs, and ap- proximately 12,216 square feet of asphalt parking areas which are illuminated by pole- mounted and wall-mounted lamps. All improvements are considered to be in good condition on the interior and on the exterior, with mechanical systems appearing to be adequate and functioning properly. 14 TAXES AND ASSESSMENT The real estate tax assessment, synonymous with assessed value, is the official valuation level of property for advalorem tax purposes. Since the assessment is a dollar mount assigned to taxable property by the assessor for the purposes of taxation, it may not reflect the independent value conclusions found within this report. The following is the assessment and tax liability for the subject property as determined by the County As- sessor's Office: Assessment: Land $ 77,540 Improvements 510,330 Total $587,870 Mill Rates: Borough County School Total .0016657 .0018820 .0126940 pr~eaed .0162417 Tax Liability: Borough County School Total $ 979.22 1,106.37 7,462.42 $9,548.01 15 HIGHEST AND BEST USE Highest and Best Use is defined by the Appraisal Terminology and Handbook, published by the Appraisal Institute, as "the most profitable likely use to which a prop- erty can be put". The opinion of such use may be based on the highest and most profit- able continuous use to which the property is adapted and needed, or likely to be in de- mand, in the reasonable near future. However, elements affecting value that depend upon events or a combination of occurrences which, while within the realm of possibility, are not fairly shown to be rea- sonably probable, should be excluded from consideration. Als°, if the intended use is dependent on an uncertain act of another person, the intention cannot be considered. The following tests must be passed in determining the highest and best use of the subject property. a. The use must be physically possible. The size, shape, and topography of the site affect possible uses for which it can be developed. b. The use must be legal, i.e., permitted under zoning and other municipal, county, state, or federal regulations. c. The use must be financially feasible, probable, and not speculative. There must be an economic, social, or market demand for the existing or proposed use. All uses that are expected to produce a positive return are regarded as fi- nancially feasible. d. Finally, the highest and best use must be that which produced the highest pos- sible net return for the longest period of time. 16 The highest and best use of the site as vacant may be different fi.om the highest and best use as currently improved. This is most likely to occur with older properties, where physical condition, market changes, and neighborhood changes have been signifi- cant since the period when originally constructed. HIGHEST AND BEST USE AS VACANT: ..... The highest and best use of the property as vacant assumes the site has no existing improvements. This concept is important to the appraisal report as it is carried through to the valuation of the land in the cost approach, if applicable. It assists in the selection of comparable sales of vacant sites to apply to the subject site. Considering the physical characteristics of the site, neighborhood uses, current zoning, location, and financial pa- rameters, it is my opinion that the highest and best use of the subject property, as vacant, would be for construction ora multi-family residential building. HIGHEST AND BEST USE AS IMPROVED: The analysis of highest and best use of a property as improved addresses what use should be made of the current improvements. Possible choices include renovation, ex- pansion, demolition, or maintaining its current use with no changes. Considering the physical characteristics of the property, neighborhood uses, current zoning, location, and financial parameters, it is my opinion that the highest and best use of the subject property, as improved, is for continued use as a medical center building. 17 THE APPRAISAL PROCESS Three approaches to value are generally included in an appraisal report. These techniques include the cost approach, sales comparison approach, and income approach to value. --- The cost approach to value is based on the assumption that the reproduction cost of a building plus land value, tends to set the upper limit to value. A key assumption is that a newly constructed building would have advantages over the existing building, therefore an evaluation focuses upon disadvantages or deficiencies (depreciation) of the existing building compared to a new facility. The sales comparison approach to value assumes that under normal conditions, a given number of parties acting intelligently and voluntarily, tend to set a pattern fi.om which value can be estimated. Application of this approach relies on a comparison of the subject with a sufficient number of recent transactions of comparable properties in the market, based on a common unit, such as price per square foot &building area. The income approach concerns itself with present worth of the future potential benefits of a property. The initial estimate involves the net income, which a fully in- formed person is justified in assuming the property will produce during its remaining use- ful life. This estimated net income is then capitalized into a value estimate, based upon the level of risk as compared with that of a similar type and class. At the request of the client and in accordance with the departure provision of the Uniform Standards of Professional Appraisal Practice, only the income approach to value has been applied to the subject property and is subsequently presented. 18 THE COST APPROACH The cost approach to value is based on the principle of substitution, which pro- poses that an informed buyer will pay no more than the cost of providing a substitute property with similar utility. ..... In estimating the value of the subject property by the cost approach, the following steps must be completed: a. Estimate the value of the site to its highest and best use as though vacant, which we have done. b. Estimate the reproduction or replacement cost of the improvements on the ef- fective date of the appraisal. This includes direct and indirect costs. c. Estimate other costs incurred after construction to being the new, vacant building up t° market conditions and occupancy levels. d. Estimate entrepreneurial profit, when appropriate, from an analysis of the market. e. Add estimated replacement or reproduction cost, indirect costs, and entrepre- neurial profit, often expressed as a percentage of total direct and indirect costs to arrive at the total replacement or reproduction cost of the primary structure. f. Estimate the amount of accrued depreciation in the structure, which is divided into three major categories; physical deterioration, functional obsolescence, and external obsolescence. 19 g. Deduct the estimated depreciation from the total reproduction or replacement cost of the structure to derive an estimate of the structure's depreciated repro- duction or replacement cost. h. Estimate reproduction or replacement costs and depreciation for any acces- sory buildings and site improvements, and then deduct estimated depreciation from the reproduction or replacement costs of these improvements. Site im- provements and minor building improvements are ot~en appraised at their net value, i.e., directly on a depreciated cost basis. i. Add the depreciated reproduction of replacement costs of the structure, the accessory buildings, and the site improvements to obtain the estimated total depreciated reproduction or replacement cost of all improvements. j. Add the land value to the total depreciated reproduction or replacement cost of all improvements to arrive at the indicated value of the fee simple interest in the property. k. Adjust the indicated fee simple value to reflect the property interest being ap- praised, if necessary, to produce an indicated value for the interest in the sub- ject property. Comparison is the essence of the cost approach to value, similar to the sales comparison and income approaches. Construction costs, plus land values, are compared to the values of existing improved properties. The four principles used for the sale comparison approach (substitution, supply and demand, balance, and externalities), are also applicable to the cost approach. 20 So the cost approach to value can be derived and equitably compared with the other approaches to value, adjustments for accrued depreciation from all causes are deducted from the reproduction cost, including: a. Physical Deterioration: Physical wearing out of property. b. Functional Obsolescence: Lack of desirability in terms of layout, style and design as compared to that of a new property, serving the same func- tion. c. External Obsolescence: Loss of value from causes outside the property it- self. The cost approach to value is most applicable for new properties, where the components of physical deterioration and functional and external obsoles- cence are small. The Marshal Valuation Service is used in this approach with actual costs for the subject property. The Marshall Valuation Service is a complete, dependable appraisal guide for developing replacement costs, depreciated values, and insurable values of buildings and other improvements. Modifiers are applied to make the cost applicable to any size building in any locality. Known costs for locally con- structed properties are also analyzed and compared with derived cost esti- mates. The land value is based on comparable land sales using the same tech- niques as applied in the sales comparison approach. 21 At the request of the client, and in accordance with the departure provision of the Uniform Standards of Professional Appraisal Practice, the cost ap- proach to value has not been included in this appraisal report. 22 TIlE SALES COMPARISON APPROACH The sales comparison approach is a process of comparing market data, that is, the prices paid for similar properties, prices asked by owners, offers made by prospective purchasers willing to buy, and rents and leases. ..... In applying the sales comparison approach, various appraisal principles are ap- plied, ensuring that all relevant issues have been included in the analysis. The principles of primary importance are supply and demand, balance, substitution, and externalities. Additionally, a fundamental premise of the sales comparison approach is the concept, that from analysis of sales of reasonably similar properties, an appraiser has a factual basis upon which to estimate the v. alue of the subject. Proper application of the sales compari- son approach requires that: a. Only market transactions be weighed, and the date of each transaction be con- finned to the greatest extent possible. b. The degree of comparability of each sale to the subject be considered. c. The value conclusion be consistent with the analysis of the sales data. A definition of market value is: "The most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each aCting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: a. Buyer and seller are typically motivated. 23 b. Both parties are well informed or well advised, and each acting in what he considers his own best interest. c. A reasonable time is allowed for exposure in the open market. d. Payment is made in terms of cash in U.S. dollars or in terms of financial ar- rangements comparable thereto. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone asso- ciated with the sale. The degree of comparability that exists between a sale and the subject is often a function of the volume of sales activity in a market. For any class of real estate, if sales are infrequent, the market area must be expanded in scope of time and or geography to whatever extent is necessary to accumulate sufficient data on which to base a judgment. To judge the degree of comparability between a sale and the subject, sev- eral guidelines can be applied. a. The sale should be in the same market as the subject. To the extent that a market is a meeting place for buyers and sellers of real estate of a given type, the boundaries of the market are set by the participants in merchandising and absorbing competitive properties. The boundaries of a market area are consequently economic in character, and not purely physical or geographic. 24 b. Physical characteristics of the sale and subject should be as similar as possible in terms of size and amenities customarily found within the applicable class of real estate. c. Real estate price trends over time must be taken into consideration. d. The functional adequacy of the sale property and the subject should be competitive in terms of the ability of each to support similar functions. At the request of the client, and in accordance with the departure provision of the Uniform Standards of Professional Appraisal Practice, the sales comparison approach to value has not been included in this appraisal report. 25 THE INCOME APPROACH The income approach is a method of converting income streams into present worth Income and expense data for the subject property has been collected from the property owner's income and expense summary and adjusted to include a property man- agement fee. The present lease rate of $5,300 per month is equal to $10.30 per square foot of gross building area per year. This rate is considered to be less than fair market rent level, based upon office rental rates from medical office buildings in the Carlisle area. Therefore, the fair market rental rate of $12 per square foot has been used in the income and expense summary contained in this appraisal report. Analysis of this data resulted in a projected annual net operating income of $52,603. Using this approach, the net operating income should be sufficient to cover total mortgage payments and offer a return on equity investment. The net operating income is capitalized to obtain an estimate of value by income approach. Using the band of investment technique to develop a capitalization rate, the ap- praiser contacted lending institutions to determine the availability and terms of invest- ment capital, and the equity return desired by investors in this type investment. It was found that eighty percent of the property value could be borrowed at seven and three- fourths percent interest per annum for a term of twenty years, adjusted at the end of five years. Also, investors desire an equity yield of five percent. The mortgage constant under the above terms would be .098514. Applying the band of investment technique, the overall capitalization rate is developed in the following mamaer: 26 .80 x .098514 = .078811 .20 x .050000 = .010000 .088811 Based upon the above, capitalizing the net operating income at the overall capi- talization rate of .088811 indicates a value of $52,603/.088811 = $592,302.76. There- fore, the Market Value of the subject property by the income approach is best estimated at $592,000. 27 INCOME AND EXPENSE SUMMARY SCHEDULED INCOME: 6,176 square feet ~ $12 = $74,112 OPERATING EXPENSES: Water and sewer Security alarm services Projected property taxes Repairs and maintenance Property management at 5% Replacement reserve Total Operating Expenses 1,443 895 9,548 5,417 3,706 500 21,509 NET OPERATING INCOME: $52,603 28 RECONCILIATION AND FINAL VALUE ESTIMATE Reconciliation is the analysis of alternative conclusions to arrive at a final value estimate. Reconciliation is required because different value indications result from the use of multiple approaches to value and within the application of a single approach. .... The final value estimate is not derived simply by applying technical and quantita- tive procedures; rather, it involves the exercise of judgment. The value conclusion reached must be consistent with market thinking. The parts of this appraisal report are the following approaches to value your ap- praiser used: Value Indicated by Cost Approach N.A. Value Indicated by Sales Comparison Approach N.A. Value Indicated by Income Approach $592,000 These approaches are representative of the market value of the property. I have carefully examined each step in each method, and I believe the conclusions accurately reflect the attitude of typical purchasers of this type property in this neighborhood. It is my belief that this reexamination has confirmed the original conclusions. As a result of this restricted appraisal and analysis, it is this appraiser's considered judgment and opinion that the Market Value of the subject property, as of March 8, 2001 FIVE HUNDRED AND NINETY-TWO THOUSAND DOLLARS $592,000 29 UNDERLYING ASSUMPTIONS AND LIMITING CONDITIONS SUBJECT TO Ti:liS APPRAISAL 1. I assume no responsibility for matters legal in nature, nor do I render any opinion as to the title, which is assumed to be marketable. The property is appraised as ..... though under responsible ownership. 2. The legal description used herein is correct. 3. I have made no survey of the subject property, and the boundaries are taken from records believed to be reliable. 4. I assume that there are no hidden or unapparent conditions of the property, subsoil or structures which would render it more or less valuable. I assume no responsi- bility for such conditions or for engineering which might be required to discover such factors. 5. The information, estimates, and opinions furnished to me and contained in this re- port were obtained from sources considered to be reliable and believed to be true and correct. However, no responsibility for accuracy can be assumed by me. 6. This appraisal report is to be used in its entirety and only for the purpose for which it was rendered. 7. Neither all nor any part of the contents of this appraisal report, (especially any conclusions as to value, the identity of the appraiser or the firm with which he is connected) shall be reproduced, published, or disseminated to the public through advertising media, public relations media, sales media, or any other public means 30 of communication, without the prior written consent and approval of the ap- praiser. 8. Unless otherwise stated in this report, the existence of hazardous material, includ- ing without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, was not .... observed by the appraiser. The appraiser has no knowledge of the existence of such materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestos, urea- formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engi- neering knowledge required to discover them. The client is urged to retain an ex- pert in this field, if desired. 9. I do not have knowledge or experience required to evaluate whether physical changes have to be made to existing facilities to conform to the Americans With Disabilities Act regulations or whether alterations or new construction meets the requirements. Therefore, the value reported is based upon the assumption that the subject property conforms to the ADA regulations. The client is urged to retain an expert in this field, if desired. 10. Acceptance of and/or use of this appraisal report constitutes acceptance of the foregoing assumptions and limiting conditions. 31 11. Adherence to the confidentiality requirement of the Uniform Standards of Profes- sional Appraisal Practice requires that, prior to making any copies of the appraisal report or having discussions related to this appraisal assignment with anyone other than the client, approval from the client be obtained in writing. Upon re- ceipt of said written authorization, copies of the appraisal report shall be produced .... or discussions with a third party may be held. Fees for these additional services shall be mutually agreed upon and are payable in advance. 12. This appraisal was prepared for the exclusive us of the client identified in this ap- praisal report. The information and opinions contained in this appraisal set forth the appraiser's best judgment in light of the information available at the time of the preparation of this report. Any use of this appraisal by any other person or en- tity, or any reliance or decisions based on this appraisal are the sole responsibility and at the sole risk of the third party. The appraiser accepts no responsibility for damages suffered by any third party as a result of reliance on or decisions made or actions taken based on this report. 32 CERTIFICATE OF APPRAISAL Your appraiser hereby certifies that: 1. I have no present or contemplated future interest in the subject property. 2. I have no personal interest or bias with respect to the subject matter of this ap- ..... praisal report or the parties involved. My findings are not based on the employ- ment to make the restricted appraisal, a requested minimum valuation, a specific valuation, or the approval of a loan. 3. To the best of my knowledge and belief, the statements of fact contained in this appraisal report, upon which the analyses, opinions, and conclusions expressed herein are based, are true and correct. 4. This restricted appraisal report sets forth all of the limiting conditions (imposed by the terms of my assignment or by the undersigned) affecting the analyses, opinions, and conclusions contained in this report. 5. This restricted appraisal report has been made in conformity with the Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Standards Board of the Appraisal Foundation, and is subject to the requirements of the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Section of the National Association of Realtors. 6. No one other than the undersigned prepared the analyses, conclusions, and opin- ions concerning real estate that are set forth in this restricted appraisal report. 7. This restricted appraisal rePort has been completed in a manner that does not mis- lead or confuse the client or the intended users of the report. 33 8. The appraiser has advised the client that the assignment calls for something less than, or different from the work required by the specific guidelines. 9. The client has agreed that the performance of a restricted appraisal would be ap- propriate. Larry E. Foote Certified General Appraiser GA-000014-L 34 LARRY E. FOOTE RE.~ ESTATE APPRAISER EXPERIENCE: 1979-Present: Chief Appraiser, Diversified Appraisal Services, Carlisle, Pa. Principal Broker, LaRue Development Company, Carlisle, Pa. 1976-1979: Associate Broker, Coloni~al Realty, Carlisle, Pa. 1972-1976: Realtor Associate, Jack Gaughen Realtor, Carlisle, Pa. Appraisal experience included undeveloped land, farms, building lots, single-family dwellings, mobii~ home parks, medical centers, nursing homes, motels, apartment buildings and complexes, office buildings, service stations, veterinary clinics, rehabilitation centers, retail buildings, day- care centers, warehouses, and manufacturing facilities. EDUCATION: Bachelor of Business Administration, Pennsylvama State University, 1976. Associate Bachelor of Business Administration, Harrisburg Area Community College, 1974. Diploma, Carlisle Senior High School, 1965. Certificate, Pennsylvania Realtors Institute, GRI I, GRI II, GRI III. Certificate, Realtors National Marketing Institute, CI 101, CI 102, CI 103, CI 104, CI 105. Standards of Professional Practice, American Institute of Real Estate Appraisers. Real Estate Appraisal Principles, American Institute of Real Estate ApPraisers. Residential Valuation, American Institute of Real Estate Appraisers. Appraisal Procedures, Appraisal Institute. Principles of Income Property Appraising, Appraisal Institute. Case Studies in Real Estate Valuation, Appraisal Institute. Report Writing and Valuation Analysis, Appraisal Institute. PROFESSIONAL LICENSES: General Appraiser #GA-000014-L, Commonwealth of Pcnnsylva~a. Peal Estate Broker #RB-029729-A, Commonwealth of Pennsylvania. PROFESSIONAL DESIGNATIONS: Gill: Graduate of the Pennsylvania RealtOrs Institute, awarded by the Pennsyl- v~nio_ Association of Realtors. CRS: Certified Residential Specialist, awarded by the Realtors National Market- ing Institute of thc National Association of Realtors. CCIM: Certified Commercial Inveshnent Member, awarded by the Realtors National Marketing Institute of the National Association of Realtors. PROFESSIONAL ORGANIZATION AFFILIATIONS: National Association of Realtors Appraisal Section. Carlisle Association of Realtors. Pennsylvania Association of Realtors. National Association of Realtors. RealWrs National Marketing Institute. 35 PAST CLIENTS: Borough of Carlisle Keystone Financial Mortgage Cornerstone Federal Credit Union Pennsylvania State Bank Commerce Bank Cumberland-Perry Association for Retarded Citizens Carlisle Suburban Authority Members 1~ Federal Credit Union Pennsylvama National Bank Evans Financial Corporation ..~ -Greenawalt & Company, CPA Smith's Transfer Corporation Carlisle Department of Parks and Recreation Executive Relocation Services Carlisle Area School District Messiah Homes, Incorporated ERA Eastern Regional Services Pennsylvania Turnpike Commission Chase Home Mortgage Corporation Defense Activities Federal Credit Union Pennsylvania State Employees Credit Union PNC Mortgage Corporation F&M Trust Company National City Mortgage Corporation Washington Mutual Home Loans, Inc. Prudential Relocation Services Lender's Choice Market Intelligence, Incorporated United Telephone Employees Federal Credit Union Cumberland County Commissioners Allstate Enterprises Mortgage Corporation Dickinson College PPG Industries, Incorporated Gettysburg College Redevelopment Authority of Cumberland County Record Data Appraisal Services, Incorporated First United Federal Savings Association Fulton Bank United States Marshall Service GMAC Mortgage Corporation O,,~town Bank Letterkenny Federal Credit Union BancPlus Mortgage Corporation Coldwell Banker Relocation Services, Incorporated Central Pennsylvania Savings Bank Mellon Bank Provident Home Mortgage Corporation Various law firms and individuals 36 / / / 21003 AL'TEAl'ON SPRING FIELO CUIIIiINGSTOWN \ CLEVERSOURG LEVERSB(JRG 6REYTHORNE PENN OKE LAUREL SUBJECT PROPERTY LOCATIO~ MAP DI COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND : SS. : AFFIDAVIT AND NOW COMES, STEVEN W. BARRET , who duly sworn acc~rdin~ to law, deposes --~ =~ says that: being 1. He is a sui juris adult individual who resides .at /~ ~/~ ~/~ ~. C~A/I~/~ ~ and whose office address is 124 -126 NORTH HANOVER STREET, CARLISLE, PA 17013 · 2. He is familiar with the property of the Newville Medical Foundation, Inc., located at Newville, Pennsylvania 17241, 100 South High Street, (herein "The Property") and has personally inspected the same. 3. He is acquainted with the value of Real Estate in the locality of The Property by virtue of ~ years experience in the Real Estate Brokerage business in Cumberland County, Pennsylvania, and by virtue of personal knowledge. EXHIBIT 4. He has performed the appraisal of The Property dated as of October 9, 1998, and is of the opinion that the present fair market value of The Property remains at $ 575,00.000 as determined by that appraisal. 5. He has examined the Sale Contract dated October 8, 1999, for the proposed private sale of The Property. 6. He is not in any manner personally interested in the proposed sale of The Property. 7. He is of the opinion that the proposed consideration (and terms of the proposed sale) is more than can be obtained at public sale. STEVENW. BARRETT SWORN TO AND SUBSCRIBED before me, the undersigned Notary Public, on this ~ day of ~C4-~be,- , 1999. Nota~_~ublic COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND : SS. : AFFIDAVIT AND NOW COMES, William A. Bassett , who being duly sworn according to law, deposes and says that: 1. He is a sui juris adult individual who resides at 913 Arm- strohK Road, Carlisle~ Pennsylvania and whose office address is 33 South Pitt Street~ Carlisle~ PA 17013 2. He is familiar with the property of the Newville Medical Foundation, Inc., located at 100 South High Street, Newville, Pennsylvania 17241, (herein "The Property") and has personally inspected the same. 3. He is acquainted with the value of Real Estate in the locality of The Property by virtue of 14 years experience in the Real Estate Brokerage business in Cumberland County, Pennsylvania, and by virtue of personal knowledge. 4. He is familiar with the appraisal of The Property prepared by Steven Barrett dated as of October 9, 1998, and is of the opinion that the present fair market value of The Property remains at $ 575,00.000 as determined by that appraisal. 5. He has examined the Sale Contract dated October 8, for the proposed private sale of The Property. 6. He is not in any manner personally interested in the proposed sale of The Property. 7. He is of the opinion that the proposed consideration (and terms of the proposed sale) is more than can be obtained at public sale. DATED: November 15. 1999 SWORN TO AND SUBSCRIBED before me, the undersigned Notary Public, on this 15th day of November , 1999. William A. Bassett PA General Certified Appraiser PA Associate Broker Notary ~ublic ~' - death fllea according to lawJ" .; Witness my hand, : ~ "V · ~ ,c.~ wII,I~ AND T~.$TAM~IT OB' , ~-~ l, Joh~ Graham, of the Borough of Ne?~vllle,Cou_-.ty of Cumberlafl -d, and St,~te of Pennsylvania, being cf sound =l.-.d,=--=ory and · i~: -.-d_.rstandin~°,do make %his my ~'~st will and testament,hereby revoking ail wills by me at ~r · - ,_ .~. ~-k~f -~-..-; time heretofore made. ~'~-~ xl' :.z~'~. I .direct that all my Just debts and ~eral ezp~nees Oe paid as s~o= ~ '" .. - l~., d=~h ~s m~y be convenient. -$ ( { ~=-.-'-d. All the ~est mhd residue of my estate, exoept the specific legacies h~r:lnafter '~'[ ~ ~:~ . ', -~ Carlisle, ~Q.~ ' = -- athed b~ me, I'~ive devise, and O.~ueath to the C~rllsl~ Trust.Company,~f s ~- out at ' ?~rmsylvania, IN TRUST, that the said Company do and shall put and plac~ .th~ a - ir.t~rest on go~d re~l estate security or make such investments as In its JufiE~m~nt shall ~ ~ safe and secure, leaving th~ same to its discretion, any thing in the Consti:uticn of Pennsylvania or in the laws thereof to the contrary,with direction and power :o sell my 'real estate (except the real estate specifically devised by me) and to make gcod and sufficient deeds therefor mnd deliver the same to the.purchaser or purch=sers thereof, ~-nd to sell said re~l estate either at public or private sale as mm)[ be mos.', ad:'anta~eous interests of my estate .so as t~ realize the most therefor, aDd with d!::ct,.~., and ! .~:~'~!']'"" ' - .............. +--e and to ~old the said residuary : ~ ~'.. ~iven)for ~d durtn~ her ri,tut,1 life,free and divested of any and all debts fha, may be cont ~ ~'~:: i . , der the ~e~s of this ~ , .:. ~y my amid wire. Should my said ~lfe,Katherine,decl!ne to take un . hen' I direct my executors hereinafter named to carry out ~he pr~visions of this my last will ut of such estate as nay remain after my said wife shall have received such part of my estate is she m~¥ be entltlel ~i under the law. Should my wife, K~therine, elect to take under thr tern! If this ~y will,then the provisions hereinafter made shall become affective mt her death. B. W~EREA$.It is my desire and wish that the'burial ground surrounding the BIG SPRING PR'.ESBYTEF.~ HUnCH,of Newvllle,Per,nsylvania, shail ~e kep~ in good order and repair,and that the fence surro:- . .. iding ~he same shall be kept in repair until such time as a sufficient fund. shall accrue t~ e the present fence with a substantial stone,brick o~ concrete fence that may be permanent · ~hat the said burial gro,mnds and the plot surrounding the church may be beautified: · ..'[ ~ow to carry out these purposes,I give,devise ~nd bequeath to the Trustees of the aforesaid lg SprinE Presbyterian Church the income an d in,crest of the sum of twenty thousand ($20 000) Iollars, to be set apmrt by my trustee ~nd called the John Grmhmm ~md,to be invested by the ,,.~ · .... + .~,,~v ce be borou~h of Carlisle,CountY 3f Cumberland and State of Pennsylvania, o: ;ht~ .~y-''.~,~l,:h*..-. '-.-.-' ~.'~'.l~-ions herein,~%er =~:Je ."'.'.:~1~- teco'-'e af~ecti;'e ~ he.,- PR rLSBY'~ ~:R! .... SPRING ....... ' B, WHE..':~',S, :t is ..y :es' * ,~nd wi~h that %he burial gre'..'nd sub, rounding ~he BIG and th'~t the fence .surrou- C:~U,~h,of Ne:vvill:,P:.-_-.sy!vanla, shall be kep~ in good order and repair, nding the same eh°-:! k: ?.;pt in repair until such tiue as a sufficient fund shall accrue to rep[a- und ce the pre~ent font: - '" a substantiml stone,brick o~ ,:oncre~e fence that may be permanent 'th.~t the said burial"_~::u-uds and the plot su~ro,undlng the church may be beautified: Now to carry out k.se purposes,I give,devise and bequeath to the Trustees of the aforesaid ~lg SprlnE P~esbYte-~?-a ,.---urch the income an d interest of the sm~ of twenty thousand ($20 000) .i Holl,~s, to be set aTmrt ny my trustee and called the Jo~n Graham ~md, to be invested by the !~rllsl~. Trust Company, of h~ borough of Carlisle,County ~f Cumberland and State of Pennsylv~ni,-, l ruste as eforesaid,=--! devote the income only arising from he same to the following purposes: ~. To k.;:p in good ord:r and repair my monument and lot in said cemetery. ~ To keep in good end:.- ~d repal~ the plot ehere£n my father,mother and brothers mhd sisters are ~uried. ~. To appropiate mhe ~z!~uce of ~he income arising herefrom for the purpose of b~autlfying the said ~lg Spring Cemetery and grounds s~x. roundxng the Church and in Meeping in repair, the present fence, Until the surplus acc,~:iatlon of income will provide for t~.e erectio~ of a pemanent substantial ~tone,brlck or ooncret: wail around said burying ground and church property. And I would suggest ~hat & plan for this 7:rpose be adopted under comp.etent advice so that harmony of purpose and plan ed "T'o' X~P :in 'g'Ood order ,tnd r-pair ~/' C~onument ~nd ~o: ~n"~'r~'td'oeme'%~r~; To keep in good o:de~ s.d ~ep~lr ~he plo~ ~here~n my f~%het,zo%he~ and brothers und sis%e~s mried. ~ . To ~ppropiat, ~he b~a~oe of the income ~risi~ herefv°~ for the purpose of ~eautifyin~ ~he said i~ Sp~n~ Ce~ter~ and sro~ds ~u~.ro~d~ns the Church and In ~eeping in repair, the present fence, ~til the surplus accumulation of income w~ll provide for the erection of a permanent substantial ~tone,brick or concrete w~ll arced s~d bur~n~ gro~d ~d church property. And I would t a plan for this purpose be ~dopted under co~p.etent advice ~o that har~on~ of purpose ~nd n~y prevail. L ~E~A~, I desire to confer · benefit upon the to~ of Ne~ll~ 8nd the surrounding country, ~nd ' ' ~elieve that ~ well selected public ~ibrar~ ls · ~reat he~p and ~id In ass~stln~ ~ ~he ~ormation '- ..... ~eath ~o the -' ~' orrect habits of ~lFe: To carry out hh~s purpose, I ~ve ~ ......... · .~ m~mnn Oleus of C~berl~nd County,Pennsylvan , · ' ' ~Ch&rter of inoorpor&tlon ro~ %Re uouru ~- W'H }ioC'~ea~ Edwin MoC~dlish, J~es W. Sh~rpe, Robert ~{. g~am, Jr. ,J. Clair  .oCullo~h mhd Jmmes '~nlap, for the corporation to be kno~ ~s the"John Gr~n~ blor~ry ~, . ..~., ,] feet , ~ ..... ~-:,es ~d ~lterationu in said residence so l ve ~d bequeath for the purpose or maK~n~ u .... u ........ ~ ,~ .... . .. ~.v be I give and bequeath to said "John Graham Lil~rarF!'su°h sum out of the income -~f =~ estate not to e.xoeed T~c ThoUsand FiVe l~undred ($2 500 00) dollar~, per ~e~r as n~' ~e for the purchase of .bpoks, equipment'~'~d the maintenance of said building and !i~rary_ · said Board. Any ta[auce of sbo~'e . under rules and regulati°n~ to be established by the with a s~ sufl~i~ient to r,~ke up th~ additional b~,4uezt of ten thous~d dollars together ~'m%en thousand dollars, I give and bequeath to %h~ s~id "JO~ GR~;J'. LiB~;-?'Y'f°r the ~ ol.~Elna~ purpose of books and equipment. Should any of the Dlt~i~rs die b~f:~e my residuarF estate Is ~vallabl'Z %ocarr}' out m~' wishes under the terms cf n~' r;ill should I not s-ub~ti%~%e others in their stead,then L ~u~horl~e ~h= su~vivcr~ :f said bo~ %o ~11 such v~o~c~ or v~oanoies. D. Out of the b~l~oe of inoone from %he f~d invested b~.~aid Carllsl~ ~:-ast C~=P direct th~% the s~of ene hundred dollars u~u~ll~ be paid %o th~ L~iles .a~fi ~.d l~n% SocietY' of }le~llle for the relief of the need~ and distress=d cf ?' p::ou~h o~ -' c~ the' ~rmuailY %o the Session,.of the BiE Spring Presbyteri~ church for thc '~' poor of said church; that one h~tdred dollars ecyca~be paid the Trustee~ cf said .~. m~rn~,se of m.~lntainir, g t~o frec pews %~ be ~/~ 0 el' '0 ~ )u,. ce , · ~ ~ 'Cq ~s' Ir' · ... ? ~ ~ · .,. o' o ..~. .o ~ ~ o ~ -" ~ · .o ~ ~' ~ ~ ~ o 0 0 o o o o c~ · o g ¢) C4 (~ () () - O' <: o (.) o ~ ~ o )-3 O. c4- o cl, o 0 o o u) i~ o 0 IN RE: ESTATE OF JOIIN GPJ~IIAM, I)ECI::ASF. D : IN TIlE COURT OF COMMOM PLEAS OF : CUMBERLAND COImlT¥, PEMNSYLVANTA : ORI'~I[ANS' CO[IR'P DTVTSTON : W[I,[, (:~ee WJ.I'I. llook 29, p.31.0) EA & MCCREA ].'I':T'ET'ION '1'0 APPr,Y CY PRl,:.r| DOC'['IIINI.: TO T}~. HONORABLE JUDGES OF THE SAID COURT: 1. Your petitioner is the President and member of the Board of Directors of the John Graham Library, hereinafter called the "Board" as appointed or elected under the terms of the Last Will and Testament of John Graham of Newville, Cumberland County, Pennsylvania. 2. By Will dated January 13, 1916, John Graham, herein- after called "Settlor", transferred to the Carlisle Trust Company of Carlislef'now existing as its successor bank The Dauphin Deposit and Trust Company, hereinafter called "Trustee", that part of his tot~ estate excepting certain specific legacies there: mentioned and less all debts and' funeral expenses, in trust to pa] the income therefrom, for life to Katherine Cartmel Graham, his wife, and upon her death to provide certain funds to be admini- stered by the therein appointed John Graham Library Board of Directors for the purpose of "purchasing a site, erecting a building and equi~ng the same to be called THE NEWVILLE HOSPITAL JOHN GRAHAM FOUNDATION for the purpose of providing treatment, nursing and care of the sick and ~fflicted of Ne~ille and vicinity". The following amounts were provided: (a) The sum of Six Thousand ($6,000.00) Dollars, or so much thereof as may be necessary to purchase a site or lot. (b) The sum of Thirty Thousand ($30,000.00) Dollars, or so much thereof as may be necessary to erect the necessary buildings for said Hospital and equip the same. & MI: r-IlEA (c) The sum of Five Thousand ($5,000.00) Dollars or so much thereof as may be necessary for tke purpose of maintaining and operating said. Hospital, which funds were to be paid annually from the income of the Trust Estate. A copy of the Will is set forth as Exhibit A of this Petition. 3. The Trustee accepted the trust and has administered it according to its terms. 4. On September 26, 1962, Katherine Cartmel Graham died and the TrustFund is now to be expended for the construction of a hospital as specified in the Will creating the Trust. 5. The Board has made a thorough examination and has concluded that the fund held by the-Trustee is inadequate to construct and maintain a hospital as directed. 6. Theprincipal held in trust is $30,930.93, and the balance of income accrued since the date of death cf ~atherine Cartmul Graham is $12,810.56. 7. The Board has examined the construction and maintenan¢ costs of several small hospitals in the state and finds that the smallest hospital would cost more to construct and maintain than the trust now holds or which it could expect to receive as income. 8. The direction by the Settlor that a hospital be created to provide medical care and service for the people of Newville and vicinity shows an intent to make a charitable gift. 9. The Newville Medical Foundation, hereinafter called the "Foundation", is a corporation founded under the provision'of the Non-Profit Corporation Law of May 5, .1933 P.C. 289 as amended with a registered address at P.O. Box 100, Newville, cumberland County, Pennsylvania. 10. Thc purpose of said Foundation is to establish and maintain adequate medical facilities for the Borough of Newville and surrounding townships. --2-- 11. The Foundation intends to construct a modern medical facility in the Borough of Newville Which will provide medical services adequate for the needs of Newville and vicinity. 12. The Fund held by the Trustee and by the Board accumulated under Section K of the Will is sufficient to construc such a facility which would consist of one floor with a total floor space of 3500 feet and including six examination rooms, .and emergency room, an x-ray room, physical therapy room, two consultation rooms as well as a waiting room and business office. 13~ The facility' could be constructed at a cost of approximately Eighty-three Thousand ($83,000.00) Dollars, includi land acquisition- 14. The Foundation is willing to name the'facility The Newvil~e Medical Center, John Graham Foundation as requested in paragraph F of the Will of John Graham as set forth in Exhibit A an~ to insert appropriate notice to this effect and, .in addition, to designate two rooms'in the clinic to be called The Isabella Sterrett Graham and Jennie M. Sterrett room~ in accordance with sub-paragraph (c) of Paragraph F of thc John Craham Will. 15. The Foundation agrees to maintain and operate the facility from the balance of the fund as far as such balance iu sufficient. 16. If the balance of the fund is insufficient for %he maintenance of the facility, the Foundation agrees to maintain th~ facility out of its general funds. , 17. The petitioner requests that the Court apply the Cy Pres Doctrine and direct the Trustees of said fun~ ~o ~urn such fund over to the petitioner to use as provided above. 18. The petitioner has given the Attorney General notice of the presentation of this Petition, by notifying the Attorney -3- Ganeral of the Commonwealth of Pennsylvania, by letter addressed to him at Harrisburg, pennsylvania. Board of Directors John Graham Library COM~DNWEALT~L OF PENNSYLVANIA : SS COUNTY OF CUMBERL/~ND ~. ANNA H. ALLWEIN, being duly sworn according to law, deposes and says that she is the President of the Board of Directors of the John Graham Library and that 'the facts set forth in the foregoing Petition to Apply Cy Pres Doctrine are true and correct to the best of his knowledge, information and belief. Anna ~. Allwein sworn to and subsgribed before me this ;:;A day -.'":?'#}?,i';ll of "'"":" . ,~. ....:.., :-~,:.- ..-. / '. ..~..r./ .'~ ~ OF '.. :.i' .~ ,'i '."..' / ' ..'~"~"-'~'~'? ,' ':' ~ ~"" *'" '~' ,.'.?Il ¢ ~NO~R¥ PUBLTC Cfl~ IN R~: ESTATE OF ~OHN GRAHAM, DECEASED IN TIIE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA ORPHANS' COURT DIVISION WILL (See Will Book 29, p.310) · ORDE*R OF COURT AND NOW, this /6 day of ~ , .1972, upon consideration of the Per'rio 'e in resented the -~.~r4~ , 1972,.is set fo~ a hearin- on ~0 s~e.~~~ IN RE: ES'.['ATE OF : IN TIlE COURT OF COMMON PLEAS OP : CUMUEI~AND COUNTY, I'ENNSYLVANIA JOHN GRAHAM, DECEASED : ' ORPHANS' COURT DIVISION : WILL (WAll BOOk 29, ~agO ORDER OF COURT FINAL DECREE ~D NOW, this ~ / day of July, 1972, it appearing that a hearing was held July 7, 1972 at 10:00 a.m. on the petition of th~ Directors of the John Graham Library for an Order directing that unexpended funds amounting to $44,512.05 held by the Dauphin D~posit Trurth Col.~pauy, q'l-lln[:~%, tll]d¢~l: L:h,~ W.i. ll of J¢)hli Gr[lhalll, Deceased, bn t:rnnnFnrrnd I:n I:hom fnl? purpnn[~s of nil'~ construction and equippage of a medical clinic facility in the Borough of Newville, and it appearing that after due deliberation said petition was granted in all respects subject to final confir mation of said Order and Decree, and it appearing that a confirma- tion hearing was set for Friday, the 21st day of July, 1972 at 10:g0 ~.m. in Courtroom 1 of the Cumberland County Court llouse, Carlisle, and it appearing to the satisfaction of ~he Co~r~ tha~ notice of said hearing was duly published in the Valley Times-Sta] ou July 12, 1972 and in the Cumberland Law Journal on July 14, 1972, and it appearing to the satisfaction of the Court notice was given by ordinary mail of the said hearing to the heir: at-law of John Graham, deceased, whose whereabouts and relation- ships to the late John Graham were known to petitioner, now upon motion of W. H. McCrea, Jr., attorney for petitioner IT IS HEREBY ORDERED: 1. The Order of Court made July 7, 1972 is hereby confirmed and the Petition of the Directors of the John Graham Library is granted in all respects. 2. Dauphin Deposit Trust Company, Trustee, is directed to transfer to petitioner the unexpended funds amounting to $44,512.. 5, it now holds as Trustee of the Estate of John Graham. Upon transferring said funds, said Trustee shall be fully discharged and exonerated from all liability to acceun% for said funds. BY THE COURT: Al,II#lTl AT LAW AIqENDEi) ARTICLES OF AGRI:.EblENT TIIIS AGREE[.IENT, made the 29thday of November, 1973, by and between the Board of Directors of the John Graham Library of Newville, Cumberland County, Pennsylvania (hereinafter called "Board") and the Newville Medical Foundation, Inc., a non-profit corporation of Newville, Cumberland County, Pennsylvania (hereinafter called "Foundation"): lfliEREAS, Board and Foundation previously entered into an agreement whereby Foundation was to purchase a site, construct and maintain and administer a medical clinic in the Borough of Newville and Board was to provide funds for these purposes from certain principal and income amounts generated by the Estate of the late John Graham of Newville, Cumberland County, Pennsylvania AND WHEREAS, the said funds have been paid by the Board to ~h_e..~oundatio'n and the.said medical, clinic.has__be~u__gonstrucKed and is currently in operation; AND $~IIEREAS, the Board has since the date of the original agreement provided to the Foundation additional funds belonging to the Estate or arising out of the Estate of the said John Graham; AND WIIEREAS, the parties desire to specifically provide that all additional funds received to the date of this amended agree- ment and all similar funds which may be received hereafter will be used and administered pursuant to the terms and conditions of the agreement made June 21, 1972. NOW THEREFORE, the parties have covenanted and agreed as follows: -'FIR3'[: ^11 of'the piovisivns o£ the agreement made June ~1, 1972, between the parties are hereby reinacted and incorporated into this amended agreement by reference heret~ ~oo~ 209 act 831 EA ~ MCCREA SECOND: Foundation covenants alld agrees to use such additiol~al funds as have been provided and such funds as may in tile future he provided by the Board exclusively for the maintenanc and administration of the John Graham-Newville Hedical Clinic. THIRD: The Foundation does further specifically agree and covenant that said clinic will at all times be administered hereafter for tile sole purpose o£ providing a quality health care for the people of Newville and vicinity and does specifically further covenant and agree that if at any time in the future the Foundation fails to serve this purpose faithfully, full right~ title and ownership of the clinic and any contracts, leases or other agreements relating to its operation, m~intenance and administration will be assigned, covenanted and set over to the Board; such determination to be made by the Courts o£ the Commonwealth. of Pennsylvania. I~ WITNESS IVtIEREoF, the said parties to this agreement have hereto set their hands and seals the day and y~ar first above writteJi. Witness John Graham Library By Robert E. Graham, President · f~te of Pe.nsylv~,.i~~ . prYesidentY L. Sp~cer, Jr., ~ou~ty of Cumberland SS ~ecor,~d in fL~, olfice ~or fhe recordln9 of Dee~, ,tc.,. in ~nd ~or (h-,,b~':and Counfy. Pe. A & ~CCR£A STATE OF PENNSYLVA[]IA :: :: SS COUNTY OF CUMBERLAND : .. On this 29th day of November, 1973, before me, a Notary Public in and for said State and County, personally appeared Robert E. Graham who acknowledged himself to be President of the Board of Directors of the John Graham Library, and that he as such President, being authorized to do so, executed the foregoin, instrument for the purposes therein contained by signing the name of the John Grabs, Library by himself as President. In Witness whereof, I hereunto set my hand and official sea] Notary Public Shippensburg, Cumberland County, Pa. My Comm. expires: July 8, 1974 STATE OF PENNSYLVANIA :: ;; Ss COUNTY OF CUMBERLAND : .- On this 29th day of November, 1973, before me, a Notary Public in and for said State and County, personally appeared Stanley L. Spencer, Jr. who acknowledged himself to be President of the Newville Medical Foundation, Inc., and that he as such President, being authorized to do so, executed the foregoing instrument for the purposes therein contained by signing the name of the Newville Medical Foundation by himself as President. IN WITNESS whereof, ! hereunto set my hand and ~f..fi=~a;( .... Shippensburg, Cumberka~4"C~unty.~'pa. My Comm. expires Ju{¥,.,~e:,~?4 1N RE: NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION 1N THE COURT OF COMMON PLEAS ORPHANS' COURT DIVISION CUMBERLAND COUNTY, PENNSYLVANIA NO. 21-2002-0347 CITATION WE COMMAND, you that laying aside all business and excuses whatsoever, you be and appear in your proper person before the Honorable Judges of the Court of Common Pleas, Orphans' Court Division at a session of the said Court there to be held, for the County of Cumberland to show cause why , if any there may be, why the Petition of Newville Medical Foundation for Approval of the Private Sale of substantially all of the property_ of the Newville Medical Foundation pursuant to a Definitive Agreement and Plan in accordance with 20 Pa. C.S. 711(21) and Chapter 59 of the Pennsylvania Nonprofit Corporation, should not be granted. Citation returnable the 29th day of May, 2002 at 9:30 o'clock A.M. in Courtroom Number 3 at which time this Court will accept testimony in support of the aforementioned Petition, Agreement and Plan and the transfers and uses contemplated thereby. Witness my hand an official seal of office at Carlisle, Pennsylvania, this 12th day of April, 2002. Cletq~_ Ol/phans' Court Division Cumberland County, Carlisle, PA My Commission Expires on the 1st Monday January, 2006 /IPR 0 5 ZO0~..~ NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA · ORPHANS COURT DIVISION. · : PETITION TO APPROVE SALE, TRANSFER : AND CHARITABLE USE OF NONPROFIT : CORPORATION ASSETS PRELIMINARY DECREE NOW, this ~__ day ,2002, upon AND consideration of the annexed Petition, a Citation is a directed to (1) THE PENNSYLVANIA OFFICE OF ATTORNEY GENERAL, CHARITABLE TRUSTS DIVISION to show cause, if any there may be, why the Petition of Newville Medical Foundation for Approval of the Private Sale of substantially all of the property of the Newville Medical Foundation pursuant to a Definitive Agreement and Plan in accordance with 20 Pa. C.S. §711 (21) and Chapter 59 of the Pennsylvania Nonprofit Corporation, should not be granted. Citation returnable the o~ ~' day of d/da ,~, 2002 at ~).'3 d o'clock ~.m. in Courtroom Numb?_ ~ at which time this Court will accept testimony in support of the aforementioned Petition, Agreement and Plan and the transfers and uses contemplated thereby. BY THE COURT, r,President Judge NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS COURT DIVISION · No. : PETITION TO APPROVE SALE, TRANSFER : AND CHARITABLE USE OF NONPROFIT : CORPORATION ASSETS DECREE AND NOW, thi~_~~day of~[/ ., 2002, upon consideration of the within Petition of Newville Medical Foundation to Approval Sale, Transfer and Charitable Use of Nonprofit Corporation Assets Pursuant to a Definitive Agreement and Plan in accordance with 20 Pa. C.S. Section 711 (21) and Chapter 59 of the Pennsylvania Nonprofit Corporation Law, and after hearing held on April 24,2002, the Court makes the following findings of fact and conclusions of law, and it is further ORDERED, ADJUDGED AND DECREED that: 1. This Court has jurisdiction over the within Petition and the parties to the sale pursuant to Sections 5547(a) and (b) and 5930 of the Pennsylvania Nonprofit Law of 1988, as amended, (the "Nonprofit Law"), 15 Pa. C.S.A. Sections 5547(a) and (b) and 5930, and under Sections 6102, 6110 and 711(21) of the Pennsylvania Probate, Estates and Fiduciary Code, (the "PEF Code") 20 Pa. C.S.A. Sections 6102, 6110 and 711(21); and under Rule 2156 of the Pennsylvania Rules of Judicial Administration. 2. Pursuant to Section 726 of the PEF Code, 20 Pa. C.S.A. Section 726, venue of the within Petition is proper in Cumberland County, Pennsylvania where Petitioner's registered office and facilities are located. 3. Pursuant to the Pennsylvania Office of Attorney General's Review Protocol for Fundamental Change Transactions Affecting Healthcare Non-Profits, dated December 23, 1997, notice of the parties' intention to consummate the sale, substantial additional information about the parties and the terms of the proposed arrangement, and notice of presentation of the Petition and the proceedings thereunder, were given to the Attomey General, as parents patriae for the Commonwealth of Pennsylvania. Proper notice of hearing was given to all parties in interest as directed by this Court, and proofs of any necessary publication were filed of record in this proceeding. 4. Capitalized terms not defined in this Decree have the meanings assigned to them in the accompanying Petition. 5. Upon consideration of the within Petition, and the record presented at the hearing before this Court, this Court determines that the sale of assets as described in the Petition and the Definitive Agreement, (the "Sale" or "Plan of Sale") is in the long-term best interest of Petitioner, its charitable purposes and the community that it serves, given the substantial, fair and reasonable price which will be paid and the benefits accruing to the Newville community by the continued commitment of the Foundation to continue to support health care services, including indigent care services, in the community. 6. This Court further concludes that because all of Petitioner's post-Sale activities are authorized under Petitioner's existing articles of incorporation, the Plan of Sale, and subsequent use of charitable assets by Petitioner as described in the Petition, will not result in a diversion of charitable assets from, or the violation of, any charitable objects or trust purpose for which any such property or assets may have been given, granted, devised or dedicated. 7. This Court further concludes that the Plan of Sale as described in the Petition and in the Definitive Agreement attached to the Petition, as amended, and subsequent use of charitable assets by Petitioner, is hereby approved. NOW, THEREFORE, it is ordered and decreed that the Agreement, and the associated documents and agreements, and the Plan of Sale and the ultimate use of charitable assets, which contemplates, among other things, the sale of assets pursuant to the Agreement of Sale hereto attached, is hereby approved. This Court retains continuing jurisdiction over the parties, who shall file reports and accounts with this Court at such time and in such form as this Court may direct. It is further ordered that the Petitioner shall provide copies of all reports filed by Petitioner with the Attorney General, Charitable Trusts and Organizations as required by said Office. BY THE COURT, L ~ono/~le~el~rg[tE?[I°ffer, l~esident Judge NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : : ORPHANS COURT DIVISION : : No. PETITION TO APPROVE SALE, TRANSFER AND CHARITABLE USE OF NONPROFIT CORPORATION ASSETS OF THE NEWVILLE MEDICAL FOUNDATION AND NOW comes the Newville Medical Foundation, a Pennsylvania Nonprofit Corporation, (herein "Petitioner") by and through its counsel, Steven J. Fishman, Esquire, and petitions Your Honorable Court for approval of its Plan of Sale of Assets (which plan includes the private sale of substantially all of its property) and in support hereof avers and represents, as follows: 1. The Petitioner is a Pennsylvania Nonprofit, non-stock corporation, having been incorporated January 27, 1972. The Petitioner operates under authority of Amended Articles of Incorporation filed with the Department of State as of February 22, 1999. A true and correct copy of Petitioner's Amended Articles of Incorporation is attached and made a part hereof as Exhibit "1". The Petitioner's Board of Directors is a community based, volunteer board, which controls its affairs and has no relationship other than as landlord and tenant with the prospective purchaser of. the assets described herein. 2. The Petitioner is a charitable organization as the same is defined in 20 Pa.C.S.A. §6101, and is recognized by the Internal Revenue Service ("IRS") as an organization described in Section 501 (c) of the Intemal Revenue Code. A copy of the Petitioner's determination letter from the Internal Revenue Service is attached and labeled Exhibit "2". 3. This matter is within the mandatory jurisdiction of this Court pursuant to the provisions of Section 711(21) of the PEF Code (20 Pa. C.S. 711(21)), and the provisions of 15 Pa.C.S.A. §5547(b). Venue is properly in Cumberland County pursuant to Section 726 of the PEF Code, 20 Pa. C.S.A. §726. 4. The Petitioner has adopted a Plan of Sale of Assets pursuant to 15 Pa. C.S.A. §5930(a) (herein the "Plan") and as a part thereof Petitioner's Board has unanimously approved (as required by 15 Pa. C.S.A. §5546) the sale of the Petitioner's Real Property and appurtenances. A copy of Petitioner's Plan of Asset Sale is attached and labeled as Exhibit "3". 5. A copy of the Agreement of Sale for Petitioner's Real Estate and appurtenances (herein the "Agreement"), which is the basis of its Plan of Sale, is attached and made a part hereto as Exhibit "4". The said Agreement was amended by Agreement dated March 19, 2002, a copy of which is attached hereto and made a part hereof asEx. 6. A copy of the deed for Petitioner's Real Estate is attached hereto and made a part hereof as Exhibit "6". 7. Petitioner's Real Estate consists of a lot of ground and the improvements erected and constructed thereon (together with the appurtenant fixtures and tangible personality) which is commonly referred to as the "Graham Medical Clinic" (herein the "Property") and which has an address of 100 South Big Spring Avenue, Newville, Pennsylvania 17241. Since its incorporation, Petitioner has owned, improved, maintained and leased the Property to the proposed purchasers and their predecessor physician associates for the operation of the clinic. 8. The fair market value of the Petitioner's property at the time of execution of the aforementioned Agreement of Sale was $575,000, as determined by the appraisal of Steven W. Barrett, Certified Appraiser. The property was re-appraised by Larry E. Foote, CGA, on April 11,2001. This appraisal established a fair market value of $592,000. Inasmuch as the Board believes that the purchase price as provided in the aforementioned Agreement of Sale is binding on the Board and considering the potential difficulty of finding another purchaser that could meet the health care needs of the community the Board believes that the value for sale purposes is $575,000. A copy of each appraisal is attached and made a part hereof as Exhibits "7" and "8". 9. There are attached hereto and labeled Exhibit "9" an affidavit of Steven W. Barrett certified appraiser, which evidence (as required by Orphans Court Rules, Rule No. 12.10): a) That the present fair market value as of the date of the subject Agreement of Sale for the Property is $575,000. b) That the price and terms of the private sale under the Agreement (Exhibit 4) are equal to or more than could reasonably be expected from a public sale. 10. Under the terms of the private sale, the Petitioner will, after settlement, be relieved of debt totaling $264,000 and will hold a full recourse note (secured by a second lien mortgage) in the principal sum of approximately $311,000 with monthly amortization payments as described in the Plan. The Petitioner will, after the sale, continue to be able to undertake and/or support programs and activities for the improvement of the health, welfare and medical services of the people of the Newville Community. The sale will help assure that the clinic is staffed and operated as a medical facility in the Newville community, in furtherance of the purposes of the Petitioner and consistent with its charitable purposes. The sale does not constitute a failure to purpose or a diversion of the Property from the objects to which it was originally dedicated. 11. The original funding (exclusive of borrowed funds) for Petitioner's project was obtained as the result of a Cy Pres Order in the Estate of the late John Graham. A copy of the Will, Cy Pres Petition and Final Decree of Your Court, dated July 21, 1972, are attached hereto and labeled 10, 11, & 12 respectively. At or about the same time as the original Cy Pres Order your Petitioner and the Board of Directors of the John - Graham Library of Newville (herein the "Graham Board") entered into an Agreement dated June 21, 1972, and amended by a document entitled "Amended Articles of Agreement" which was dated November 29, 1973, and which was recorded in the Office of the Recorder of Deeds in and for Cumberland County, Pennsylvania in Miscellaneous Book 209 at Page 831. A copy of the Amended Articles of Agreement is attached hereto as Exhibit 13. The original Agreement of June 21, 1972 has been lost and no copies are available or of record. 12. No member of the Foundation's Board or its employees will receive any benefit, including financial or other benefits, such as employment contracts, as a result of the proposed transaction. 13. The Petitioner will immediately commence to provide the services to be carried on post-closing. 14. The proceeds of the sale will be kept in the Foundation's trust accounts until such funds are needed to accomplish the services herein described. 15. The Petitioner plans to utilize both principal and interest as necessary to carry out its plan of service. 16. Petitioner believes and therefore avers that its Plan of Sale of Assets and future plans for programs in the Newville area are consistent with and in furtherance of its obligation to serve the purpose of providing quality healthcare for the people of Newville and vicinity. 17. A copy of this Petition and Plan and the notice of its filing have (as required by the Orphans Court Rules) been given to the Commonwealth of Pennsylvania Charitable Trust Division and additional information has been submitted thereto. No other person or entity is required by law or rule of court to receive notice of this petition. NOW, THEREFORE, in consideration of the foregoing, your Petitioner requests that Your Honorable Court issue an order setting a hearing upon this Petition and thereafter issue an Order approving the Plan of Sale of Assets (and the private sale pursuant to the terms of the Agreement) and holding that the Plan of Sale is not a failure of purpose and authorizing the Board to take such actions as may be necessary and desirable to consummate the sale and carry out the plan. Notice of this Petition and the hearing shall be served by citation on the Commonwealth of Pennsylvania Charitable Trusts Division. Respectfully submitted, Steven J Fishman~, Esquire Attorney ID#16269 Salzmann, DePaulis, Fishman & Morgenthal, P.C. 95 Alexander Spring Road Carlisle, PA 17013 (717) 249-6333 Newville Medical Foundation, Petitioner, BY: 'S~~leY L.~SP nc?r, ~ VERIFICATION I, STEVEN J. FISHMAN, ESQUIRE, of the firm of Salzmann, DePaulis, Fishman & Morgenthal, P.C., attorneys for Newville Medical Foundation in the within action, certify that the statements made in the foregoing Petition to Approve the Private Sale of Substantially All of the Property of the Newville Medical Foundation Pursuant to a Definitive Agreement and Plan in Accordance with 20 Pa. C.S. Section 711(21) and Chapter 59 of the Pennsylvania Nonprofit Corporation Law are tree and correct to the best of my knowledge, information and belief. I understand that false statements herein are made subject to the penalties of 18 Pa. C.S. Section 4904 relating to unsworn falsification to authorities. Steven J. Fishman, E~squire Attorney for Petitioner Attorney ID#16269 [*E,C--E.I--O0 DUI1 UI,CO i-ii iirtilJ. L. ltJl~i UI'tVLD Microlilm Number, Entity Number ARTICLES OF AMENDMENT - DOMESTIC NONPROFIT CORPORATION In compliance with the requirmnenm al 15 Pa. C.S. ~ ,f915 (relating to reticles al ~nem:lmm~, ~'m ur~lmslgned nonpror~ corporation, desiring to amend its articles, hereby atmas thI: 1. The name af the ~ ~ ~TET~TT~T,£ L~'DICA~ FOUNDATION Tho address ol this coqaoration's cunent (a) tegismmd aKme in thL1 Gommanamalth or (la) comnmmlai registered cdllce provider and the county al venue is (the 0epamm~ is hereby authc~ized to ¢anect the Iolawing address to ¢onlonn to Ihe regords of the Depmtment): (~ 100 Sottth HiS.h.S.t, PO Box 100, Newville PA 17241 Cumberland Number md Ir~ CW 8~ 3ap Co(Jmy (b) For B ~n ~~ W ~ ~~ ~ ~ ~. ~ ~ ~ ~) ~ ~ ~ ~ ~ In ~ ~ ~n ~ I~ fu v~ ~ ~ p~ ~ 3. ~e ~ by ~ ~d~ wh~ ~ w~ i~~ ~ PA Naa-Prnft ~ Cnr~ ~n~ ADD. Mny 5. 1933. 4. ~e ~ ~ ~ i~~ b: 3aaunty 27, 1972 s. (c~ ~ ~~~ ~~~: The ~nd~ ~ ~ ~ the mm~ ~ to 15 P~ C.S. ~ 5914(a). 7. (c~, ~ v ~~ ~Mh~: PL 289 X .The amendment adopted by the corporation as I forth in full in F.v~b~ A, a~a~hed hereto and made a part h~'eof. FEB-21-99 SUN 01:23 PM HAMILTON DAVIS VAX NO, Y1Y 530 5222 ~. Tr:ST~MO~ Vm.~mEOF, a~ ~_wqx.!do.' h,m ~ th.,~ .,~ of .rvm. d..,~ to b~ dOr,,d by ~ d~ m,dhorizedo~th~thi. /ff~dmyd~lO Y~ . ~.L2~ZCAL FOUNDATIO~ HAMIL'I'ON DAVIS NO. 'llY b3U 5222 V, Ub ~OB~B OF The corporation is incorporated Corporation Law of the Commonwealth of following purpose or purposes: under the Nonprofit Pennsylvania for the (a} Oenerally to have the power to engage in any and all lawful acts and activities incidental to its specific purposes, as set forth herein, except as may be restricted hereinafter. Ail references herein to the "CODE" shall be references to the Internal Revenue Code of 1986 or the successors thereof or amendments thereto. (b) The corporation shall have unlimited power to engage in and do any lawful act concerning any and all lawful purposes for which Non-profit Corporations may be incorporated under the Pennsylvania Non-Profit Corporation Law approved May 5, 1933, P.L. 289, aSa mended, and as an organization described in S 501(c)(4) of the Code. (c) The purpose of the Corporation is exclusively for the promotion of the social welfare of the community (which includes the Borough of Newville and the surrounding Townships, Cumberland County, Pennsylvania) by fostering the general welfare and common good of the people of the commtmit¥ by the establishment and maintenance of an adequate and modern medical facility (clinic) so that medical services may be provided for the welfare and needs of the people of the community. The net earnings of the Corporation shall be devoted exclusively to carrying out this purpose and any other related charitable purposes. (d) The corporation shall neither have nor exercise any power, nor shall it engage directly or indirectly in any activity, that would invalidate its status (1) as a corporation which is exempt from Federal Income Taxation as an organization described in §501(c)(4) of the Code. (e) No part of the net earnings of the corporation shall inure to the benefit or be distributable to its members, directors, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth herein. Cf) Except as may be permitted by law, no substantial part of the activities of the corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation; or participating in, or intervening in, (including the publishing or distributing of statements), any political campaign on behalf of t-~.u F...I-OO DUI'I UI*E-H 1'1'1 1'11'1[11 L 1 UI~I UpIV 1.'~ FIIA I~IU, Itl OOU [~ UU any candidate for public office; and the corporation engage in any activities that are unlawful under Federal, State or local laws. shall not applicable (g] The corporation shall not operate for the purpose of carrying on a trade or business for pro,it. (h) Upon a dissolution of the corporation, the board of directors, after making provision for the payment of all the liabil'ities of the corporation, shall arrange £or~he distribution of all the assets of the corporation exclusively for the t ax exempt purposes ?f the corporation, either by direct distribution or by distribut=on to one or more organizations contributions to which are deductible under §170(=)(2) of the Code, as the board of directors may determine. Any of ~uch assets not so distributed within a reasonable period of time after the dissolution of the corporation shall be disposed of in accordance with the direction of any cour~ having jurisdiction in the county in which the principle office of the corporation last was located, exclusively in such manner as in the judgment of such court, will best accomplish the purposes for which the corporation was organized. INTERNAL REVENUE SERVICE DISTRICT DIRECTOR P. O. BOX 2508 CINCINNATI, OH 45201 NEWVILLE MEDICAL FOUNDATION C/O HAMILTON C DAVIS PO BOX 375 SHI PPENSBURG, PA 17257 . PR 12 1999 Employer Identification Number: 25-2106786 DLN: 17053061049029 Contact Person: DAVID A DOEKER Contact Telephone Number: (877) 829-5500 Internal Revenue Code Section 501(c) (4) Accounting Period Ending: December 31 Form 990 Required: Yes Addendum Applies: No ID# 31168 Dear Applicant: Based on information supplied, and assuming your operations will be as stated in your application for recognition of exemption, we have determined you are exempt from Federal income tax under section 501(a) of the Internal Revenue Code as an organization described in the section indicated above. Unless specifically excepted, you are liable for taxes under the Federal Insurance Contributions Act (social security taxes) for each employee to whom you pay $100 or more during a calendar year. And, unless excepted, you are also liable for tax under the Federal Unemployment Tax Act for each employee to whom you pay $50 or more during a calendar quarter if, during the current or preceding calendar year, you had one or more employees at any time in each of 20 calendar weeks or you paid wages of $1,500 or more in any calendar quarter. If you have any questions about excise, employment, or other Federal taxes, please address them to this office. If your sources of support, or your purposes, character, or method of operation change, please let us know so we can consider the effect of the change on your exempt status. In the case of an amendment to your organiza- tional document or bylaws, please send us a copy of the amended document or bylaws. Also, you should inform us of all changes in your name or address. In the heading of this letter we have indicated whether you must file Form 990, Return of Organization Exempt From Income Tax. If Yes is indicated, you are required to file Form 990 only if your gross receipts each year are normally more than $25,000. However, if you receive a Form 990 package in the mail, please file the return even if you do not exceed the gross receipts test. If you are not required to file, simply attach the label provided, check the box in the heading to indicate that your annual gross receipts are normally $25,000 or less, and sign the return. If a return is required, it must be filed by the 15th day of the fifth month after the end of your annual accounting period. A penalty of $20 a day is charged when a return is filed late, unless there is reasonable cause for the delay. However, the maximum penalty charged cannot exceed $10,000 or 5 Letter 948 (DO/CG) NEWVILLB MEDICAL FOUNDATION -2- percent of your gross receipts for the year, whichever is less. For organizations with gross receipts exceeding $1,000,000 in any year, the penalty is $100 per day per return, unless there is reasonable cause for the delay. The maximum penalty for an organization with gross receipts exceeding $1,000,000 shall not exceed $50,000. This penalty may also be charged if a return is not complete, so please be sure your return is complete before you file it. You-are not required to file Federal income tax returns unless you are subject to the tax on unrelated business income under section 511 of the Code. If you are subject to this tax, you must file an income tax return on Form 990-T, Exempt Organization Business Income Tax Return. In this letter we are not determining whether any of your present or proposed activities are unre- lated trade or business as defined in section 513 of the Code. You are required to make your annual return available for public inspection for three years after the return is due. You are also required to make available a copy of your exemption application, any supporting documents, and this exemption letter. Failure to make these documents available for public inspection may subject you to a penalty of $20 per day each day there is a failure to comply (up to a maximum of $10,000 in the case of an annual return). You need an employer identification number even if you have no employees. If an employer identification number was not entered on your application, a number will be assigned to you and you will be advised of it. Please use that number on all returns you file and in all correspondence with the Internal Revenue Service. Donors may not deduct contributions to you because you are not an organ- ization described in section 170(c) of the Code. Under section 6113, any fundraising solicitation you make must include an express statement (in a conspicuous and easily recognizable format) that contributions or gifts to you are not deductible as charitable contributions for Federal income tax purposes. This provision does not apply, however, if your annual gross receipts are normally $100,000 or less, or if your solicitations are made to no more than ten persons during a calendar year. The law provides penalties for failure to comply with this requirement, unless failure is due to reasonable cause. If we have indicated in the heading of this letter that an addendum applies, the enclosed addendum is an integral part of this letter. Because this letter could help resolve any questions about your exempt status, you should keep it in your permanent records. We have sent a copy of this letter to your representative as indicated in your power of attorney. Letter 948 (DO/CG) NEWVILLE MEDICAL FOUNDATION -3- If you have any questions, please contact the person whose name and telephone number are shown in the heading of this letter. Sincerely yours, .......... /~Director Letter 948 (DO/CG) NEWVILLE MEDICAL FOUNDATION PLAN OF SALE OF ASSETS AND POST-SALE CHARITABLE ACTIVITIES This Plan of Sale of Assets is adopted in accordance with law by the Newville Medical Foundation (herein "foundation") pursuant to the provisions of 15 Pa.C.S.A. Section 5930(a). The terms of the Plan are as follows: 1. The Foundation will sell substantially all of its assets, consisting of the improved real estate (including fixtures and other personalty) to J. Anthony Townsend, Joseph A. Pion and Carol K. Robinson, Partners (herein "Buyers"), for the total consideration of $575,000. 2. The Sale shall be in accordance with the terms of the Agreement of Sale, dated October 8, 1999 and the Amendment thereto dated March 19, 2002, copies of which are attached hereto as Exhibits 4 and 5. 3. After closing, the Foundation will hold a full recourse Note of the Buyers, secured by a second lien mortgage (second only to the existing first mortgage being assumed by the Buyers under said Agreement of Sale) in the principal amount of approximately $311,000 with monthly amortized payments of principal and interest of $1,814.17 from closing until April 13, 2011 and thereafter in payments of $5,333.00 monthly until paid in full. Interest shall accrue at the rate of seven (7%) on unpaid principal. The Buyers shall have the privilege of prepayment without restriction. Post Closing Activities: 4. Following the sale of the Real Estate Assets, Petitioner intends to remain in existence and will adopt amended and restated articles of incorporation and bylaws which will cause it to become a charitable health foundation whose purposes following the sale will be to engage in Section 501 (c)(3) activities to promote the health and wellness of the Newville area by continuing and supplementing current programs (including such activities as pre-natal education, well-baby clinics, school health education programs, immunizations, health education programs and health screening for the elderly and needy), and generally by: (a) (b) (c) (d) (e) (f) (g) (h) Engaging in activities related to the promotion of health and the improvement of the health status of persons in Petitioner's service area; Providing resources for the restoration and maintenance of health; Improving community health; _ .. Promoting health education Bringing high quality health care services to the service area; Supporting health related research benefiting residents in the service area; Promoting the general health and wellness of persons in the service area; and Engaging in certain fund-raising and related activities or programs. Petitioner's amended articles of incorporation will add specificity to the general purposes already authorized in its current articles, but will not expand such existing purposes. 5. Toward these objectives, Petitioner will, among other things, make grants to other nonprofit Section 501 (c)(3) organizations whose mission is to promote the health and wellness of the community served and may either directly engage in indigent clinical care service activities and/or act as a supporting organization to Section 501 (c)(3) organizations that provide indigent clinical care. Petitioner will continually evaluate the Purchaser's operations and the programs and services that it provides, as compared to the programs and services that the Foundation currently provides or that are otherwise needed in the community served, and Petitioner will, to the extent possible, apply its assets to bridge any gap between (a) community health services and programs now available and those that will be available following the sale, and (b) community health services and programs available following the sale and what community health services and programs are needed in the community served following the sale. 6. In accordance with its current and future charitable purposes, Petitioner will use its assets to ensure that the proposed sale will not create an adverse effect on the availability and affordability of health care services to the community and will ensure that traditionally under-served populations in the community maintain appropriate access to health care. 7. Following the transaction, and consistent with Petitioner's purposes under its existing Articles of Incorporation, Petitioner will be dedicated to serving the community's unmet health and wellness needs, particularly with regard to medically uninsured and under-served populations, and will focus on improving health and wellness, including, among other things, improving access to services, enhancing quality of care and addressing disease prevention and health promotion. 8. As a nonprofit, Section 501 (c)(3) organization, no part of Petitioner's net income will inure to the benefit of or be distributable to any private person, Petitioner's assets will be dedicated in perpetuity to tax-exempt purposes and the activities of Petitioner will be those permitted of a Section 501 (c)(3) organization. 9. It is anticipated that the business and affairs of Petitioner will continue to be govemed by a self- perpetuating community based unpaid board of trustees. Because all of Petitioner's Post-Closing activities are authorized under Petitioner's existing Articles of Incorporation, the transaction will not result in a diversion of charitable assets. 10. The Foundation shall obtain court approval of this Plan (and the Sale) under the provisions of 15 Pa. C.S.A. Section 5547(b). ~ . CERTIFIED to be a True and Correct copy of the~rigin, al duly adopted(~e ~Foundation. S~c}e~ry ~' ~ F:\FILESXDATAFILEVDEEDS\8044-3.AGR AGREEMENT OF SALE THIS AGREEMENT, dated October ,. ~ ,1999, is between The Newville Medical Foundation, Inc., of Newville, Cumberland County, Pennsylvania, called Seller, and J. Anthony Townsend, Joseph A. Pion and Carol K. Robison, Partners, of Cumberland County, Pennsylvania, called Buyer, the parties intending to be legally bound hereby: 1. PROPERTY Seller hereby agrees to sell and convey to Buyer, who hereby agrees to purchase (the "Property"): ALL THAT CERTAIN lot or piece of ground with buildings and improvements thereon erected, if any, known as: 100 South High Street in the Borough of Newville, Cumberland County, Pennsylvania, 17241. Tax ID# 28-20-1756-005, Cumberland County, Pennsylvania Deed Book "T", Volume 24, Page 623. Zoning Classification: R-1 low Density Residential 2. TERMS (A) Purchase Price $575,000.00 Dollars which shall be paid to Seller by Buyer by assumption with current financial Farmer's National Bank of Newville, and the balanced to be financed by the seller at 7% per annum with monthly payments of $1,783.01 through April 13,2011 and monthly payments thereafter in the amount of $5,333.00 with the last such payment to be adjusted as necessary to cause the purchase price to be fully paid. (B) Conveyance from Seller will be by fee simple deed of special warranty. (C) Payment oflxansfer taxes will be divided equally between Buyer and Seller. (D) The following shall be apportioned pro-ram as of and at time of settlement: taxes as levied and assessed; rents; interest on mortgage assumptions; waste and/or sewer rents, if any; together with any other lienable municipal services. 3. FIXTURES AND PERSONAL PROPERTY INCLUDED in this sale and purchase price are all existing items permanently installed in the Property, free of liens. 4. SPECIAL CLAUSES - The following conditions shall be met on or before 10/31/99, otherwise this Agreement shall be terminated: (A) This is sale is contingent upon approval of Buyers assumption of existing financing held by Farmers National Bank of Nexa~,ille and Seller financing for the remaining i EXHIBIT e balance as set forth in paragraph 2 hereof. (B) This sale is conditioned upon the approval of the Court of Common Pleas of Cumberland County with respect to the sale by Seller, with closing to take place within ten (10) business days thereof. NOTICES AND ASSESSMENTS (A) Seller represents, as of the execution of this Agreement, that no public improvement assessments have 'been made against the Property which remain unpaid and that no notice by any government or public authority has been served upon the Seller or anyone on the Seller's behalf, including notices relating to violations of zoning, housing, building, safety or fire ordinances which remain uncorrected, and that Seller knows of no condition that would constitute violation of any such ordinances which remains uncorrected, unless otherwise specified herein. (B) Seller will be responsible for any notice of improvements or assessments received on or before the date of settlement. TITLE, SURVEYS, AND COSTS (A) The Property is to be conveyed free and clear of all liens, encumbrances, and easements, EXCEPTING HOWEVER, the following: existing building restrictions, ordinances, easements of roads, easements visible upon the ground, privileges or fights of public service companies, if any; otherwise the title to the above described real estate shall be good and marketable and such as will be insured by a reputable Title Insurance Company at the regular rates. (B) In the event the Seller is unable to give a good and marketable title and such as will be insured by a reputable Title Company, subject to aforesaid, Buyer shall have the option of taking such title as the Seller can give without abatement of price or of being repaid all monies paid by Buyer to Seller on account of the purchase price and the Seller will reimburse the Buyer for any costs incurred by Buyer for those items specified in paragraph 6(D) and in paragraph 6(E) items (1), (2), (3); and in the latter event there shall be no further liability or obligation on either of the parties hereto and this Agreement shall become NULL AND VOID and all copies will be returned to Seller for cancellation. Formal tender of an executed deed and purchase money is hereby waived. tc) 7. POSSESSION (A) Possession is to be delivered by deed, keys and physical possession to a vacant building (if any) broom clean, flee of debris at day and time of settlement, or by deed and assignment of existing lease(s), together with any security deposits and interest, at time of settlement if Property is tenant occupied at the execution of this Agreement, or unless otherwise specified herein. Buyer will acknowledge existing lease(s) by initialing said lease(s) at time of signing of this Agreement of Sale, if Property is tenant occupied. (B) Seller will not enter into any new leases, written extension of existing leases, if any, or additional leases for the Property without expressed written consent of the Buyer. 8. MAINTENANCE AND RISK OF LOSS (A) Seller shall maintain the Property, fixtures, and any personal property specifically scheduled herein in its present condition, normal wear and tear excepted. (B) Seller shall bear risk of loss from fire or other casualties until time of settlement. In the event of damage to any property included in this sale by fire or other casualties, not repaired or replaced prior to settlement, Buyer shall have the option of rescinding this Agreement and receiving all monies paid on account or of accepting the Property in its then condition together with the proceeds of any insurance recovery obtainable by Seller. Buyer is hereby notified that Buyer may insure Buyer's equitable interest in this property as of the time of the execution of this Agreement. 9. RECORDING This Agreement shall not be recorded in the Office of the Recorder of Deeds or in any other office or place of public record and if Buyer causes or permits this Agreement to be recorded, Seller may elect to treat such act as a breach of this Agreement. 10. DEFAULT - TIME OF THE ESSENCE The said time for settlement and all other times referred to for the performance of any of the obligations of this Agreement are hereby agreed to be of the essence of this Agreement. Should Buyer violate or fail to fulfill and perform any other terms or conditions of this Agreement, then both parties shall be released from further liability or obligation and th/s Agreement shall be NULL AND VOID. 11. REPRESENTATIONS It is understood that Buyer has inspected the Property (including fixtures and any personal property specifically scheduled herein), or hereby waives the right to do so, and has agreed to purchase it in its present condition. Buyer acknowledges that Seller has not made an independent examination or determination of the structural soundness of the Property, the age or condition of the components, environmental conditions, the permitted uses, or of conditions existing in the locale where the Property is situated; nor has Seller made a mechanical inspection of any of the systems contained therein. NOTICE TO PARTIES: WHEN SIGNED, THIS AGREEMENT IS CONTRACT. WITNESS (SEAL) Seller hereby approves the above contract this / ~ day of ~ SEI~LF/R A BINDING DATE DATE AMENDMENT TO AGREEMENT OF SALE THIS AMENDMENT TO AGREEMENT OF SALE, made this /~ day of '-X'r,O..~.r_2,,. ,2002, between The Newville Medical Foundation, Inc., of Newville, Cumbedand County, Pennsylvania ("Foundation") and Jay A. Townsend, M.D., Joseph A. Pion, D.O. and Carol K. Robison, M.D., Parmers in a Pennsylvania general Parmership known as the TPR Real Estate Parmership, also of Newville, Cumberland County, Pennsylvania ("Parmers') WITNESSETH: .~. ~WHEREAS, Foundation and Partners entered into an Agreement of Sale dated October 8, 1999, wherein Foundation agreed to sell and Partners agreed to purchase the real estate located at 100 South High Street, Newville, Cumberland County, Pennsylvania 17241; and V~rHEREAS, Foundation is a charitable organization and the foregoing real estate constitutes all or substantially all of Foundation's assets, thereby subjecting the sale, under applicable Pennsylvania law, to scrutiny by the Attorney General of Pennsylvania and ultimate approval by the Court; and WHEREAS, the Attorney General has conducted a thorough review of the proposed sale terms and has agreed not to interpose an objection to Court approval provided the parties agree to certain post-sale obligations; and WHEREAS, the parties desire to amend the Agreemem of Sale to incorporate such additional obligations. NOW, THEREFORE, upon consideration of the mutual desire of the parties to expedite the approval of the foregoing sale, the parties hereto, intending to be legally bound hereby, agree as follows: 1. Effect of Amendments. The terms of this Amendment to Agreement of Sale shall supplement and, to the extent of any inconsistency, supersede the terms of the Agreement of Sale. Except as expressly set forth herein, the terms and conditions of the Agreement of Sale shall continue in full force and effect. 2. Amendment of § 4. Section 4 of the Agreement of Sale (relating to Special Clauses) is hereby amended to revise the date on or before which the conditions described therein must be met. Said date shall henceforth be March 1, 2002. 3. Addition of New § 12. A new section shall be added to the Agreement of Sale to provide as follows: 12. POST-SALE OBLIGATIONS (A) Acknowledgement of Charitable Obligations. The parties acknowledge that Seller is a non-profit corporation and a charitable organization as defined by Pennsylvania law. The parties further acknowledge that the Property which is the subject of this Agreement of Sale constitutes all or substantially all of the assets of Seller, thereby requiring Court approval for the sale. The parties likewise acknowledge that such approval is required to assure that Seller will, after the sale, be able to continue its charitable purpose of undertaking and/or supporting programs and activities for the improvement of the health, welfare and medical services of the people of the Newville community. (B) Buyer's Post-Sale Obligations. Buyer agrees that any furore sale of the Property within ten (10) years of the date of Closing shall be made only to persons or entities who specifically agree that the Property shall continue to be used for the provision of health care services to the people of the Newville community. Buyer further agrees that, in the event Buyer sells the Property within ten (10) years of the date of Closing to persons or entities who do not specifically agree that the Property shall continue to be used for the provision of health care services to the people of the Newville community, Buyer will pay to Seller all proceeds from such sale exceeding Five Hundred Ninety Two Thousand Dollars ($592,000.00), less inflation and the costs of any improvements made to the Property by Buyer. IN WITNESS WHEREOF, the Parties have executed this Amendment to Agreement Sale as of x~,~ x~ I~ , 2002. WITNESS: ATTEST: (SEAL) THE I;tth ,., 0, & ~2~LLd~ IETWEEH and JOIIN H. BZLLMAH and HARLEHE P. BZLIJ4AH, h~s vL~e, o~ R. R. 2e He~l~e, C~land County, Pe~sylvunh, para,es o~ ~e N~ZL~ ~DZ~ ~DATZOH, ~C., a coronation duZy o~gen/zed a~ ex~o~lng u~ ~ Ava o~ ~e Co~we~I~ og PennsyZvanin, v/th Lta prinaLpal 'pz~e o~ ~sineas In the Bo~ugh of NMLlle, Coun~ of ~rh~ a~ S~te of Penneylvanh, ~r~y o~ ~he 8ea~.~r~,,...: ..... Glee . *.. - -----,--, ,our,... ,ho.uand ." (~'~- 4,000,'00) .... .q';--' ...... . . -- hllm, In ke,d paid. Ihs fica,pt Mi h J~feby ock~ow~dood, b odd gre~! .. de, . hmeby grant end convey Jo the tdd greeleo . ALL 'that cerUin tract or :land sAtuate An the Borough of HewA1Ze, county of Cunberl'A~d and State of PennsylvanAa, bounded and descrAbed ag ~ollovs, · BOt~BED.on thegNs'rrb by VAne ~tE~atr on the East by South IILgh Street~"on the, So~th by the BAg S~rthgl and on (:ho Hist by property foz~uerly or D. H. Iluntshorga~,..nov or Viola H. Kick. Containing 210 feat, more or lass, on'Vln, e Street, a depth ~rom Vinn Street ~o the Spring, and on the Hisl~irn.'*L~no a dAn~anoa or 120 feet, more or lees~ ; *' A more de,siZed dencrL*ptLon of tho abb~e property according to the survey of ~ichard F. Zinn, R.S. dated'**Junl ~, ~972 ~s al 'BEGZHHTHG at a ~aLlroad epAk~ It tho corner of land of VAils Kick and Vine Strcot~ thence along tho curb LAne o£ V4ne Street SS degrees 4S minutes Rib, 210.00 feet to a railroad spAke it the corner of Vine Street and South Iligh Stceet~ thence, along the curb line of South High Street South 23 degrees.04 minu~es htr 238.67 feet to a point An the middle or th~ BLS 8pring~ thence along the middle of the Big SprAng South 89 deqrlee 18.~Lnutes His~ 224.78 ~o a point in the n~Lddle of BAg Sprin~ thence aAong the land of . Viola Xeck Hirsh 24 degrees 45 n~Lnutes Heat 143..83 .feet to the phce of BEGZHHZHG. ConUin~ng 40,59A square feet. BETHG the same tract of land vhAch SA~LA~J-~7. Mentzer'and Ilea .B. Menczer, his'Vt,e, by SheAr deed dated 'thb 2nd day or JanUary, 1'970, and recorded An tho of£Aco of the Recorder o£ Deeds'LA and rot Cumberland' County In Deed Book t4, Volbmo 23~ page ??la granted and conveyed untb John #. BAA,nan and HarAe~5 P..BAIXIML!J, his: Grantors herman named.- AIqO Ihs said granlefSheeeby ~oven~! emi opel Ibel Ihly Iud eoeb Il lbom will generally lbo groperty hereby cof~veyud. IN WITNESS WHEREOF, said grantor.8 ha V,el,. hmeunlo ,et · Ihe day and ~eor flrl~ Qbove ~tle& . "' '. ' ~ SI=II of PENNSYLVANIA ~. his wi~e, ~; ....... ~:~.~eat, and acknowledged that ' . ~ey e~uled ~ame for Ih. p~o,e~.~h~reln contained. / ~.' .. · ,, ~.: ~ .' .~ ~ ".):~.. . · . ·. .. .. AIIorney for · '' . ' ' ...... · -'I ................... :"; ..... :' "$~ · .... ' .... · ' ..... ': I ,, .... ~,..;,,,~ ..,k'J .d.,,,~.: /../ -- ~. ~....~,~,, ~:::":~.. ~ .,...~. .. cG... of/ ~' L-~~~ ~ / ' ' :'~? ;%~,." ? %': ? .... ~." ~ " . ' . ,t=~ '~ · ~ ~'"' ':~,.~ .......... ' ~ . . . . ...~.~..~., '.,..., ~ · . . .~. ~.,.~ ~ be said office . date :above wr~lea. Given under my hand and ~KordlK 93 " TABLE OF CONTENTS L~tte,- of T,',~smie,~l ............................................ 1 Proper%- Identiflcatlon ...........................................2 Scope of Appralsal-/g[arkefing Time ................................ 3 Property Description ............................................ 4 Description of I,m,ro,,emex~t~ ................................. 5 Site Dao, ................................................ 8 Zoning and Restrictio.~s ................................9 Recordi.~g Data ...................................... 9 Location Analysis ............................................. 10 Regional Data ........................................... 10 Neighi, orhood Data ....................................... 19 Assessme.~i Analysis ........................................... 20 Highest ,md Best Use ........................................... 2 1 Purl, ose of Am, ralsal ................................. ~ .........2£~ Appraisal Process ............................................. 26 Sales Comparison Am, roach ..................................... 28 Income Approach ............................................. ;59 Cost Av~,roa& ............................................... 58 Cor,-el,.tion and Fh~al Value .....................................70 Certificafion ................................................. 79. Certification and Statement of Limifing Conditions .................... 73 R~su,,,es .................................................... 78 Photo~a~hs .................................................. 80 Addenda .................................................... 83 Se W. BARRETT REAL ESTATE & APPRAISAL SERVICES ......... Appraisals · Brakn'n~ · Counseling 124-126. N,~Hanover .S_t_ .r~_.t._____C?r_lisl~ ~ PA_. ! 7__0_1.3_- 2 4.~5. _5_ .......... ........................ Phone.CT!7)..~3~ ....... FAX. (717.) 243.'.8~2.~ Steven W. Barrett, SRPA, SPA, ASA State Certified General Appraiser November 2. 1998 Mr. James E. Shoxvvakcr. Loan Officer Thc Farmers National Bank of Nm~viile Big Spring Avenue Nmwill¢. PA 17241 SUBJECT: Ncxx,,,illc Medical Foundation, Inc. I00 South Higl~ Street Borough of Nc~ville Cumberland County. PA Dear Mr. Sho~xvakcr' In c,~mpl~;mo: with 5'our h:quc~t. I.'~C have personally inspected thc abovc captioned property to cstnnalc as......,~,,.,,'-'s""t market value in a Self Contained Appraisal.. Thc value shox~n has bccn arrived at attcr carcfui study of the location and type of improvements, thc,' prc:;cnt ph.x sical condition and their present usc. Therefore. l/xvt believe it to reflect a tmc mcasur'.: of thc present-.day market value "AS OF" October 9, 1998. Value Reported: FIVE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS ($575,000) 1 Wc hcrcbv ccrtifx' that I/x~c l,c,.,c no fimmcial interest, present or contemplated, m this p~ cpcrty, and that ncifl~cr thc cmolov~ncnt to make tl~c al:pmisal nor the compensation therefrom is co~tingcnt upou thc '. aluc reported. STEVEN W. BARRETT. SRPA. SRA. ASA PA CERTIFIED GENERAL APPRAISER. GA-0002t]8-L .cds PROPERTY IDENTIFICATION Proper~ Address: Owner of Record: Recording Information: Parcel Information: Zoning: Highest and Best Use: Property Description: Lot Size: Appraisal Dates: Date of Last Transfer: Environmental Audit: 100 South High Street Borough of Newville Cumberland County, PA Newville Medical Foundation, Inc. Deed Book 24-T? Page 623 District 28, Map 20-1756, Parcel 004 R-2, Medium Densit3' Residential Current use or uses allowed by zoning. One story, medical clinic containing 6,357 square feet of gross building area. 40,591 Square Feet or approximately .93 Acre Certification Date: Inspection Date: "AS OF DATE:" November 2, 1998 October 9, 1998 October 9, 1998 The land last transferred August 14, 1972, for consideration of $14,000. No environmental audit report was provided to this appraiser. Please see the Environmental Disclaimer located in thc Certification and Statement of Limiting Condition section. 2 SCOPE OF THE APPRAISAL Extent of the process in which data are collected, confirmed, and reported. The appraisal was completed in accordance with USPAP guidelines and conforms to all current appraisal standards. All information was verified through public record or personal contact or phone interviews with grantors, grantees, brokers or other individuals involved within the sales and/or leasing transactions. MARKETING PERIOD The time it takes an interest in real property to sell on the market subsequent to the date of an appraisal. Reasonable marketing time is an estimate of'he amount of time it might take to sell an interest in real property at its estimated market value during the period immediately al~cr the effective date of the appraisal; the anticipated time required to expose the property to a pool of prospective purchasers and to allow appropriate time for negotiation, the exercise of due diligence, and thc consummation of a sale at a price supportable by concurrent market conditions. Marketing time differs from exposure time, which is always presumed to precede the effective date of the appraisal. (Advisory Opinion G-7 of the Appraisal Standards Board of The Appraisal Foundation and Statement on Appraisal Standards No. 6, "Reasonable Exposure Time in Maxket Value Estimates" addresses the determination of reasonable exposure and marketing time.) Market value estimates imply that an adequate marketing effort and reasonable time for exposure occurred prior to the effective date of the appraisal. In the case of disposition value, the time frame allowed for rnatk~ the property fights is somewhat limited, but the marketing effort is orderly and adequate. With liquidation value, the time frame for marketing the property rights is so severely limited that an adequate 3 marketing program cannot be implemented (The Report of the Appraisal Institute Special Task Force on Value Definitions qualifies marketing time in terms of the three above mentioned values.) Subject property, falls within normal market time in and for the County of Cumberland for commercial property ranging from six months to two years. 4 DESCRIPTION OF IMPROVEMENTS IMPROVEMENTS The subject property is a one story, medical clinic, summarized below. The floor areas stated were drawn from a building sketch, tax records and inspection. A narrative description of the building components follow. BUILDING SECTION GROSS SQUARE FEET Original Building - 1990 Addition- 1996 3,351 3,006 TOTAL 6357 MAIN BUILDING: The main building is one story, of brick veneer construction. Thc original portion was constructed in 1990 and contained 3,351 gross square feet. The addition of 3,006 gross square feet was completed in 1996. There is a ve~bule into a waiting room with play area and restroom. The receptiomst office, consultation and examining rooms, laboratory. x-ray, emergency, lounge and restrooms complete the room count. The improvements, overall, appear to be in good condition. Foundation: 24' x 28' Concrete block basement, the remainder of the building is on a slab. Roof: Gable with asphalt shingles over wooden deck Exterior Walls: Frame and brick veneer Exterior Doors: Steel Loading Docks: Not Applicable Frame: Wood Ceilings: Drop Tile Walls: Dry,vail Floors: Wall-to-xvall carpeting and vinyl Windows: Double hung, thermal Mechanical Systems Electrical: 800 Amp multi-phase system Lighting: Recessed, covered flourescent and emergency lighting HVAC: Txvo heat pumps with central air Plumbing: Nine restrooms, one with shower. It is presumed that the subject propert3"s plumbing system conforms with all applicable building codes and regulations. Miscellaneous; Securit3' system and fire alarms Ace and Condition: The building was constructed in two stages. The original section xvas completed in 1990, and the newer section in 1996. The subject improvements are in good condition. Periodic maintenance and upgrades have extended the useful, economic life of the improvements. Depreciation of the short-lived components (roof cover and parking lot surface) is typical of a building in good condition. Based on inspection of the property, effective age is estimated at approximately two years. Estimated remaining economic life is thc period during which improvements continue to contribute to property value and is calculated by subtracting effective age from total economic life. Based on the original design of the subject, as well as updates-the utility, location in the marketplace and physical attributes -the property's total economic life is estimated at 45 years. Therefore, the remaining economic life of thc building is estimated at 43 years. 7 SITE DATA Orientation: Lot Size: Shape: Frontaee: Topography: Paving/Parkine Soaces: Landscaping: Sidewalks/Curbs: Curb Cuts: Fencing: Exterior Liehting: Utilities: Southwest section of Nex~Mlle Borough, on the west side of South High Street 40,591 Square Feet Irregular Approximately 259 feet along West High Street Level to sloping Approximately 32 spaces, 22 in front, including two handicapped, and l0 to the rear. Paved surfaces are in good condition. Foundation planting, in rear of property is natural tree and shrub growth to creek Front sidewalk 4' x 11' and rear patio 16' x 12' Not Applicable None Not Applicable Water, Sewer, Electricity. and Telephone 8 Flood Zone: Easements & Deed Restrictions: Flood Zones C and A", No. 421579 0001 A, Effective Date: December 14, 1979. *Improvements appear to be above Hood plato with no adverse effects. None apparent Favorable Attributes: Located in Borough on main street easy access and good visibility. Unfnvornble Site Attributes: None apparent ZONING Thc subject property is zoned R-2, Medium Density Residential District. a permitted, nonconforming usc to thc existing zoning ordinance. Please see Highest and Best Use for explanation and Addenda for Zoning Ordinance. Any additional use and improvements are subject to existing zoning and restrictions, rights of way or easements that may be recorded in the Recorder of Deeds Office of Cumberland Count3.' or Newville Borough. RECORDING DATA The subject is recorded in the Office of the Recorder of Deeds in and for Cumberland County in Dccd Book 24-T, Page 623. Tax Identification Number is District 28, Map 20-1756, Parcel 004. 9 LOCATION ANALYSIS REGIONAL DATA 1990 Census figures show that the Tri-CounV,.' Hamsburg SMSA- Standard Metropolitan Statistical Area--or Central Region, comprising Cumberland. Dauphin and Pen3,' Counties-is now home to 587,986 people after a growth rate increase of 6% since 1980, exceeding that of the-state as a whole. The hub of the area is Hamsburg, the state capital, one of the largest cities in Southcentrai Pennsylvania. All these counties are ideally situated forming a transportation hub between coastal and interior cities. The area's north/south and east/west highways converge around Harrisburg, affording convenient commuting for business or pleasure from Central Pennsylvania to the Philadelphia, New York and Washington, D. C., comdors. Baltimore and Philadelphia are close enough that their suburban populations are now impacting on the southcentrai region of the state. Harrisburg continues to be the nucleus of economic strength in the Central Region offering a widely diversified economic base including agricultural-featuring local farm markets, retail and wholesale trade, manufacturing, warehousing, federal military installations, as well as being the Dauphin Count3.' scat. One of the key factors that supports a diversified economic base is the extensive highway net~vork cms- crossing thc region. Interstates 81, 83 and 76-the Pennsylvania Turnpike-and U. S. Routes 1 ! and 15, as well as 22 and 322, all serve the Hamsburg area. Other transportation facilities include Hamsburg International Airport served by American, Delta, United, Northwest, USAIR, Air Ontario and Air Tran, plus scveral local commuter lines. Seven local commercial airports, three major railroads. Conrail to the noah, southwest and west, with Amtrak prodding passenger service; and numerous track terminal facilities such as ABF, C-F Motor Freight, Daily Express, Roadway Express and Shaffer, to name a few, add to the areas mobility. 10 Economies such as central Pennsylvania's which have been built on a goods-producing base are more susceptible to the business cycle fluctuations and traditionally suffer greater cutbacks during recession. The more severe the recession, and the 1982-83 recession was as severe as any, the more difficult it is to reverse the effects of cutbacks. Nevertheless, the area has bounced back far better than expected becoming a more recession-resistant economy based on the service-producing industry. Another indication of the economic health of the region is exemplified by the relatively low unemplo.~nent rate of 3.2% for the fall of 1997 in southcentral Pennsylvania. Cumberland County had a low of 2.9% with Dauphin County at 3.3%. There are various militaW installations situated in the region three of which are in Cumberland Count).': U. S. Naval Supply Depot in Mechanicsburg, U. S. Army New Cumberland Depot located near New Cumberland and U. S. Army War College located in Carlisle. In addition, Fort Indiantown Gap Military Reservation, Lebanon County, lies within proximity of the metropolitan area. It is headquarters of thc U. S. Army Pennsylvania National Guard and is used for summer training. It is evident from the above that the largest employer in the Harrisburg SMSA is government, which provides emplo.x~nent for approximately 25% of the work force. COUNTY UNEMPLOYMENT RANKING -SEPTEMBER 1997, COUNTY STATE RANK CURRENT VOLUME 19~9 RATE DIFFERENCE RATI~ Cumberland ! 2.9 3.600 2.9 0.0 Dauphin 4 3.5 5.000 4. I 0.5 York 8 3.8 7.500 4. I 0.3 Perry 17 3.3 g00 4.7 1.4 The 1990 Census also indicates Cumberland Count3"s buying income per household is $35,540 with the median age of 37.3 years. Approximately 65% of the households had incomes in excess of $25,000 and another 44.8% in excess of $35,000. By 1996, Cumberland County's effective bu.ving income per household ~x~ $39,231, while 2,600 households within the Harrisburg SMSA had effective bu.ving income of $150,000 or more. HOUSEHOLD AND PER CAPITA INCOME FOR 1989 * COUNTY MEDIAN HOUSEHOLD M~DIAN MEDIAN NON-FAMILY PER CAPITA IN~M~ XNCOM~ FAMILY HOUSEHOLD INCOM~ XNCO~ Cumberland 34,493 40,989 19,697 15,796 Dauphin 40,985 37,254 18,639 14,890 York 32,605 37,590 17,785 14,544 Adams 30,304 35,225 17,240 14,420 Perry 29,539 32,776 17,103 11,941 *PENNSYLVANIA DEPARTMENT OF LABOR AND INDUSTRY 12 Whatever your interest, you can find it, buy it and enjoy it in southcentral Pennsylvania. There are a wide variety of cultural facilities within the Harrisburg Metropolitan area. These include a State Museum, The Forum-facility to the Harrisburg Symphony, as well as visiting artists-and the State Library. The Hershey. complex, only minutes away, includes a four-star hotel, an arena and the area's flagship amusement park and zoo. Numerous shopping and outlet malls dot the region. Harrisburg is home to the Senators baseball team and the Heat provides soccer entertainment. Continuing education is available with man3' private and state supported colleges, as well as community colleges. Cumberland Count3.' is located directly west, across the Susquehanna River from Harrisburg in the heart of the eastern market. Comprised of 550 square miles, it incorporates the communities of Mechanicsburg, Shircmanstown, Camp Hill, New Cumberland, Lemo.vne, West Fairview, Carlisle, as well as numerous toxxaaships. Cumberland County has had an increase in population, total number of households and average household incomes--ranging from $21,716 in 1980 to $39,231 in 1996-showing a strong economic development. Economic demographic, social and physical factors affecting thc future marketability and value trends of real estate in thc subject locale include: A strong transportation center as a result of interstate highways and convenience to the eastern market. New construction of office buildings, truck terminals, warehouses and industrial buildings, as well as service-producing facilities. Expanding population base, including availability of skilled and unskilled workers. 14 The Hamsburg SMSA is expected to continue its steady growth in the furore, due in part to its strategic location, transportation and stable econolnic base. Growth rates m the foreseeable furore are predicted to exceed that of the overall state average. Most likely, the Greater Harrisburg Area, as defined, will experience the slowest rote of grovah, while the less densely populated portions of the region are expected to grow at a more rapid rate. Future growth rates in the subject Cumberland County. area are also predicted to exceed those of the Greater Harrisburg Area, but be below the less densely populated portions of the Hamsburg SMSA. 15 Harrisburg-Lebanon-Carlisle HSA [CumbeFiand, Dauphin, Lebanon and Perry Counties) August ]uly August 1998p/ 1998 1997 4FARI'4 JOBS 355,600 356.300 349,500 :)DS PRODUCING INDUSTRIES 59,800 59,600 s9,500 ~onstroction ~r Mining 14,000 14,000 13,800 4anufacturing 45,800 45,600 45,700 Durable Goods 22,000 22°000 21,800 Lumber J~ Wood, Incl Furniture 2,200 2,100 2, 100 Prim Ju Fabricated ldeul Prod 5,300 S,300 5,500 Math, Elet~tonic, Elect Equip 11,400 11,500 11,200 Transponation Equipment 1,300 1,300 1,200 Nondurable Goods 2.3,800 23,600 23,900 Food A~ Kindred Producu 11,100 I 1,000 I 1,400 Textile Mill Produc~s 2,200 2.200 2,100 Apparel AT Other Textiles 1,300 1,200 1,200 Paper AT Allied Products 1,700 1,700 1,600 Printing AT Publishing 4,400 4,400 4,300 Rubber, Plastics, Leadler 2,S00 2,500 2,600 Otl~er Nondurable Goods 600 600 700 VICE PRODUCING INDUSTRIES 295,800 296,700 290,000 7ransponation AT Public Uflls 23, I O0 23,400 21,500 Vholesale Trade 21 ,SOO 21,600 21,200 ,etail Trade S9,300 59,100 S7,600 inance, Insurance, Real Estate 26,000 26,100 25,800 ~ervices 102,600 102,500 100,000 Hotels AT Other Lodging Places 4,800 4,800 4,700 Personal Services 2,900 3,000 2,900 Business Services 19,400 19,1 00 18,600 Auto AT kllsc Repair Services 3,500 3,500 3,400 Amusement, Recreatlo, Services 7,800 7,700 7,800 Health Services 30,000 30,1 00 29,500 Hospitals 14,200 ! 4,400 I 4, 100 Legal Services 2,300 2,300 2,20o Educational Services 5,000 S, 1 00 4,800 Social Services 7,400 7,300 7,400 Membership Organizations I 1,800 I 1,900 I 1,300 Englneefitt8 AT Hgm[ Services 5,300 5,300 5,200 ;'oral Govemmem 63,300 64,000 63,900 Toral Federal Government 12.700 12.800 12,800 Total State Government 30,500 30,500 30,400 Total Local Governmem 20,100 20,700 20,700 Area Labor Market Analyst: Wayne Schopf For additional Information, call 717-772- ! 370 tO Total nonfarrn jobs declined 700 in August to 355,600... remains 6,100 above last year. · Manufacturing jobs increased 200...construction & mining was unclmnged. · Service-producing industries declined 900 jobs...other local government down 700...surnrner youth lilting programs ended earlier this year...other sectors had only minor changes. · Average weekly manufacturing hours were 39.9...the same as last August...average weekly earnings $55,t.21...up 4.4 percent over last year. 70.(X)O 65.(XX) 6(L(XJ0 $0,(XX) 3.5(LIJ(K) 300,0(X) 250.(X)0 200.(J(XJ Long-Term Trends [in thousands:] (;()()I)S PI{OI)tJCING INI)IJSTRIES A u g 00 SEIt¥1CI': I'ROI)UC'I N(; I10 8x 18~ 190 191 192 193 {~,M 19.5 Ig('~ I~)7 1~8 Average Weekly Earnings August July August 1998p/ 1998 1997 NUFACTURING 554.21 553.20 531.07 )urabie Goods 581.50 584.63 552.97 Lumber AT Wood, Incl Furniture 478.00 475.16 455.46 Prim AT Fabricated Metal Prod 638.29 638.14 600.85 Math. Electronic, Elect Equip 562.47 555.16 566.21 Transportation Equipment 618.61 675.45 383.52 '~ondurahle Goods 531.35 527.67 S 12.87 Food ~r KInd~ed Products 657.28 637.33 621.68 Apparel AT O~her Textiles 302.78 319.60 282.75 Paper AT Allied Products 516.68 521.56 486.81 Printing AT Publishing 470.75 473.96 468.46 Rubber, Plastics, Leather 440.82 46 I. 18 446.08 Average Weekly Hours August July August 1998p/ 1998 1997 39.9 40.0 39.9 41.3 41.2 40.6 40.0 39.4 39.4 41.8 41.6 41.9 40.7 40.2 41.0 46.9 45.7 28.2 38.7 39.0 39.3 39.S 39.1 39.8 37.8 40.1 37.7 41.5 42.3 40.S 37.6 38.1 39.3 37.2 38.4 39.9 Average Hourly Eamlngs August ]uly August 1998p! 1998 1997 13.89 13.83 13.31 14.08 14.19 13.62 I 1.95 12.06 I 1.56 15.27 15.34 14.34 13.82 13.81 13.81 13.19 14.78 13.60 13.73 13.53 13.05 16.64 16.30 15.62 8.01 7.97 7.50 12.45 12.33 12.02 12.52 12.44 I 1.92 I 1.85 12.01 I 1.18 / Prelimina~ data ~o[e: Dala not seasonally adjusted ].6 I~Cnns¥1Vanla Om m UNTY CUMBERLAND , COUNTYSEAT: CARLISLE LAND AREA {~q mi): 550.2 WATER AREA isq kml: 2.63 LONGITUDE: -077265050 LATITUDE: *40169850 HIGH SCHOOL GRADS: 48.490 COLLEGE GRADS: 19.557 Chief Clink JOHN S. WARD 1 Courthouse Square, Carlisle PA 17013-3387 Treasurer JOHN GROSS Solicitor HORACE A. JOHNSON I Couflhouse Square. Carlisle, PA 17013 Planning Corem Chair DORSEY H. FRY TYPE. COUNTY YEARINC: 1750 POP DENSITY: 378 POST GRADS: 9,619 Tel: (717)240-6150 (717)240.6380 (717)240-6150 (717)737-6622 TOTAL REVENUE 70,123 TOTAL EXPENDITURE 63,238 Real Estate Taxes 16,726 OPERATIONS & MAINTENANCE 60,729 Federal Aid 7,662 General Administration 4,136 Slate Aid 14,984 Judicial 6,780 Local Revenue 3,818 Highways 2,486 General Government 3,421 CorrecUone 5,591 Public Salety 0 Public Salely 299 Public Winks 0 Human Services 34,735 Human Services 13.301 Ubrary 1.183 Consewatlon & Development 203 TAXES PER CAPITA $94.40 Interest 555 ASSESSED PROPERTY VAL 731,360 CAPITAL EXPENDITURES 2,509 ASSESSMENT RATIO 7.0 TAX RATE(Mills) 24.500 EXPENDITURES PER CAPITA $323.87 ADJUSTED MILL RATE !.715 TOTAL NET DEBT 0 Op'& Oen High- Public Human Main Admin ways Safely Svcs Expenditure Analysis ~ in Ihousandl HOUSING DEMOGRAPHICS TOTAL UNITS 77.108 TOTAL HOUSEHOLDS 73.506 TOTAL '97 POP' 207.852 Occupied 73,452 Persons per: one 17.641 Female 106,184 Vacant 3,656 Two-four 50,110 Male 100,856 TOTAL OCCUPIED UNITS Five + 5.755 RACE' Pefsons/untl 2.51 Median value/owned $85,000 Median Income $34,493 American Indian 324 Upper quartile $112.000 PLACE OF WORK Asian/Psc Island 3,609 Lower cluadile $65.200 Iff County 70.837 Black 4.114 While 198,995 Medmn Rent $378 Outside Courtly 29.462 Upper quartile $455 Outside Stale 951 HISPANIC ORIGIN' 1,927 Lower quadile $288 COMMUTING MINUTES 17.7 AGE' TYPE OF STRUCTURE CHIEF INDUSTRIES 19 & under 53,455 Single und attach 8,570 Single unit detach 47.042 Two or mom/bldg 15,043 Olhm lype 6.453 MEDIAN YEAR BUILT I964 MEDIAN MONTHLY COST Mortgaged $723 Not mortgaged $214 HOME VACANCY RATE 1.5 % RENTAL VACANCY RATE 2.0 % WATER. Public 56.853 Well 19.587 SEWER. Public 56.756 Septic 19,640 BUILDING PERMITS ISSUED Total Residential Bldgs 988 & Value $113,810,731 Single F emily House 963 & Value $108,454,432 Two Family House 5 & Value $ 1,2S8,405 Three-Four Family 14 & Value $2,228,205 Five & More Family 6 & Value $1,869,659 A Professional Services 20 to 39 62.034 B Relall 40 lo 64 63,037 C Manufacturing 65 Io 74 15,525 CHIEF OCCUPATIONS 75+ 12,991 A Administrative MARITAL STATUS 9 Laborers Married 95,404 C Proleseional Never Married 22.053 PER CAP INCOME $15.796 Divorced/widow 22,237 1970 1980 1990 Population Trend LIBRARY COUNTY LIBRARY SYSTEM System Admin JONELLE PRETHER DAF 158 West High St, Carlisle PA 17013 2968 Tel: (717)240-6175 F~x.(717)240-7770 Pop Sewed 0 Total Volumes 4.874 Total Circulation 3.258 Total Income $174,168 Total Expenditure S133,560 Sals& Wages $89.59=- OFFICIALS Chain.)man NANCY A. BESCH Tel (717)240-6150 Engineer BENATEC ASSOCIATES (7 t 7)763.7391 ~ lcj98 NATIONAL RESOURCE DIRECTORIES, INC Eatontown, NJ 07724 (8OO)242-5511 CO 4 17 Pennsylvania COUNTYSEAT. CARLISLE LAND AREA tsq mil: .4 LONGITUDE: 4)77401923 HIGH SCHOOL GRADS: 374 NEWVILLE Secretary SHERRY L. HERSHEY 4 West Street, Newville PA 17241 President JERRY GILBERT Tax Collector BETTY HOCKENSMITH Solicitor RICHARD L. WEBBER MUNICIPALITY 'FYPE BOROUGH WATER AREA (-q kal; 0.00 LATITUDE: +40170872 POP DEIJSITY' 3,421 COLLEGE GRADS: 57 POST GRADS. 30 · 'Tel' (717)776-7633 (7 t 7)776-5727 (717)776-5511 (717)776-6566 Zoning Board Chai~ JANE GRAHAM (717)776-7 t 13 TOTAL REVENUE 456 Total Taxes Collected 158 Real Estate Taxes 75 Total Act 5! t Taxes 83 State & Federal Granls 79 Stale Highway Aid 0 County Grants · Waste Disposal 0 REVENUES PER CAPITA $337,72 TAXES PER CAPITA St f7.08 ASSESSED VALUEIPROP'TY 2,830 MARKET VALUEIPROP'TY 40,429 TAX RATE(Mills! 29.000 ADJUSTED MILL RATE 2.030 FINANCIALS 'L~.., ~,.., 'fei, i::fl.i ,. TOTAL EXPENDITURE 527 OPERATIONS & MAINTENANCE 522 General Administralion 49 Sanilalion & Health 2 Public Safety 109 Slreets & Highways 143 Inlerest 0 TOTAL CAPITAL OUTLAY 5 Health & Sandalmn 0 Public Salety S Slreels & Highways 0 EXPENDITURES PER CAPITA $390.95 TOTAL NET DEBT 0 eps& Sent& Public Sis,& Capilal Mainl Heallh Salely Hwys Oullay Expenditure Analysis '$ in Ihousand$ HOUSING TOTAL UNITS 610 Occupied 575 Vacant 35 TOTAL OCCUPIED UNITS Persons~umt 2.35 IVlechan value/owned $50.000 Upper quadile $65,800 Lower quartile $37,200 Mid;an Rent $265 Upper quartile $334 Lower quarlde $209 TYPE OF STRUCTURE Stogie und attach 125 Single und detach 252 Two or morelbldg 218 Other type 15 MEDIAtl YEAR BUILT 1939 MEDIAN MONTHLY COST Mortgaged S543 Not mortgaged S 193 HOME VACANCY RATE 0.9 % RENTAL VACANCY RATE 2.2 % WATER. Public 595 Well 15 SEWER. Public 595 Sepllc 15 BUILDING PERMITS ISSUED Total Reslaenl~al Blclgs 0 & Value $0 Single Famlly House 0 & value $0 Two Famdy House 0 & Value $0 Three-Four Family 0 & Value $0 Five & Mole Family 0 I & Vatue $0 DEMOGRAPHICS TOTAL HOUSEHOLDS 574 TOTAL '96 POP' Persons per: one 169 Female Two-lout 371 Male Five + 34 RACE Median Income $23.276 American Indian PLACE OF WORK Asian/Pac Island In County 607 Black White Outside Courtly 101 Other, ne.c. Outside Slale 4 HISPANIC ORIGIN COMMUTING MINUTES 23.8 AGE CHIEF INDUSTRIES 17 & under A Manulacturing 18 Io 39 B Prolesslonal Services 40 lo 64 C Retail 65 Io 74 CHIEF OCCUPATIONS 75+ A Laborers MARITAL STATUS B SefWCe Mamed C Administrative Never Married PER CAP INCOME $10,718 Divorced/widow 1.354 702 647 0 1.33~ 8 318 489 333 132 77 1970 1980 1990 Population Trend 610 15~ * l~J~ Cirlsus est*mile Pleise gee 192 t01 elpliP. IbOn Of C)emogflph~l m Ihlt LIBRARY JOHN GRAHAM PUBLIC LIBRARY 9 Parsonage SI, Newville PA t7241 1399 Pop Served 10.306 Total Volumes 22.405 Tolal Income $96.612 Tolal Expense $94.050 Director SALLY ANN M SMITH Tel. (717)776-5900 Fax'(717)776-,t408 Total Circulation 42.837 Sals & Wages $53343 SCHOOLS System Name Administrator BIG SPRING SD Superinlendent DR WILLIAM K COWDEN 45 Mount Rock Road. Newville PA 17241-9466 Telephone (717)776-2000 1998 NATIONAL RESOURCE DIRECTORIES, INC Eatontown, NJ 07724 (800)242-5511 388 18 NEIGHBORHOOD DATA The subject property is located in southwestern Cumberland Count'. It is bounded on the north by the Pennsylvania Turnpike, Route 76, and on the south by Interstate 81. Nexwillc is conveniently located to the suburban communities of Carlisle and Shippensburg, in addition to the metropolitan areas of Harrisburg. The site is in the South Ward of the Borough of Newville on the southwest comer of Vine Street and High Street (SR 233), where the traffic is moderate. The borough is typical of a small communit3', with a variety of uses. The neighborhood around the subject is developed with stores, banks, offices, markets, a senior living facility, restaurants and specialty shops as ~vcll as single family homes. it is anticipated thc neighborhood will rcmain stable with steady grox~ in thc foreseeable future. 19 TAX AND ASSESSMENT ANALYSIS The following is the assessment and tax liability for the subject property, as determined by the Cumberland Count3.' Assessor's Office: ASSESSMENT $ 4,370 Land ......................................................... Improvements ................................................... $27,380 TOTAL ................................................. $:31,750 MILLAGE RATES County ...................................................... Municipality .................................................. School ....................................................... TOTAL ............................................... .0.O275 .0.0290 .0.1205 .0.1770 TAX LIABILITY $ 873.13 County ....................................................... $ 92O.75 Municipality ................................................... School ...................................................... $3,825.88 TOTAL ............................................... $5,619.76 1 l Cumberland County's last countywide assessment was in 1974. Assessments are performed on new construction, or as building permits are issued for existing properties. Thc Assessment Office considers assessed value 25% of their calculated markct value. The subject compares similarly in assessment with other neighboring properties. Re, assessment is in process for all properties in the count3.' and is scheduled to be completed by the year 2000. This x~ll not affect the estimated value or the future marketabiliw of this property. 20 DEFINITION OF HIGHEST AND BEST USE The reasonably probable and legal use of vacant land on an intproved property, which is physically possible, appropriately supported, financially feasible and that results in the highest value. The four criteria the highest and best use must meet are legal permissibili .ty. physical possibility, financial feasibili.tv and maximum profitabili.ty. HIGHEST AND BEST USE OF LAND OR A SITE AS THOUGH VACANT Among all reasonable, alternative uses, the usc that yields the highest present land value, after pa)xnents are made for labor, capital and coordination. The use ora property based on the assumption that the parcel of land is vacant or can be made vacant by demolishing any improvements. HIGHEST AND BEST USE OF PROPERTY AS IMPROVED Thc usc that should be made of a property, as it exists. An existing property should be renovated or retained as is so long as it continues to contribute to the total market value of the property, or until the return from a new improvement would more than offset the cost of demolishing the existing building and constructing a new one. Taken from The DictionarF of Real Estate Appraisal, Third Edition, 1993, Appraisal Institute, Chicago, Illinois. 21 HIGHEST AND BEST USE The subject property is loc_~)_~ in southwestern Cumberland County within the Borough of Newville. The subject conforms to all neighborhood characteristics and has adequate road access to connect with major interstates which also provide easy access to the northeast corridor and destinations south. The direct neighborhood is a mixture of residential, office and other commercial uses. The neighborhood is zoned R-2, Medium Density Residential District. The highest and best use is that most reasonable use that supports the highest present value as of the effective date of the appraisal. The highest and best use of the land (site) if vacant and available for use may be different from the highest and best use of a property with improvements. The highest and best use analysis requires the employment of various use categories to conclude that a given use is the highest and best use of the land. The uses must meet four criteria: 1. Legally Permissible 2. Physically Permissible 3. Financially Feasible 4. Most Profitable Legally Permissible The subject property is zoned R-2, Medium Density. Residential District. Thc Borough Manager confirmed the property is a permitted, nonconforming use and is allowed to function in the current manner. Thcrcfore, the existing use is legally permissible. 22 Physically Possible The intent of the R-2, Medium Density, Residential District is for residential uses where centralized utilities are provided. Certain community commercial uses conditionally are permitted in these districts in order to allow the developmem of the neighborhood commercial services which are designed to meet the daily needs of the surrounding residential areas and which protect the surrounding residential environment. Other nonresidential uses are boarding, lodging or rooming houses, places of worship and educational institutions. Conditional uses are permitted after a public hearing is held by the commission and upon recommendation by the commission for conditional uses. There are eight conditional uses allowed and full descriptions are in the Zoning Ordinance in the Addenda of this report. The site has sufficient size and acceptable topography features providing a suitable location for a mcdical office complex. The shape of the lot has not diminished its utility and availability of public utilities enhances the property. It has adequate visibility, with ingress and egress. Thc physical layout of the streets and utility connections provide utility to thc site. It is physically adaptable to support an office complex. Therefore, the subject property is physically possible. Financially Feasible Of the uses which are legally permissible and physically possible, the use which is capable of generating a positive cash flow is considered financially feasible. The subject property, is located in an R-2, Medium Density. Residential neighborhood within Nexwiile Borough. The site is conveniently located and has easy access to all surrounding amenities and road networks. The direct neighborhood is a mixture of uses. The medical clime appears to be financially feasible. 23 Most Profitable Of the uses xvhich are considered financially feasible, the use must provide the highest rate of return over the longest period of time in order to be considered the highest and best use of the propert3.'. Since the surrounding properties are a mixture of residential, commercial and office, the existing use appears to be profitable. The profitability, test assumes competent management in the Highest and Best Use analysis. Implied within these definitions is the recognition of the contribution of that specific use to the community development goals, in addition to wealth maximization of the adjacent property owners and development trend associated with the general area. The surrounding neighborhood consists of residential, commercial and office properties. The neighborhood development trend appears to be stable and continues in its current fashion. It should be noted that the determination of the highest and best use for the subject property, is a result of thc appraiser's judgement and analytical skill and represents an opinion, not fact, and in the appraisal practice the concept of highest and best use represents the premises upon which value is based. The legal possibilities that place controls on the potential use are zoning, deed restrictions and set back regulations. Thc highest and best use, as if vacant, would be the same as improved. It can be said that thc subject property as a medical clinic, is legal and consistent with the neighborhood use patterns. Therefore. the current use is most profitable. CONCLUSION OF HIGHEST AND BEST USE Weighing all the aforementioned, I/we have concluded that the highest and best use of the subject propcrD.' is continued use "AS IMPROVED" and "AS VACANT"is as a medical clinic. 24 PURPOSE OF APPRAISAL Thc purpose of the appraisal is to estimate the market value of the subject propert? in fee simple title. PROPERTY RIGHTS APPRAISED This is an appraisal of the market value of the unencumbered fee simple title to the subject property; subject only to easements, deed restrictions and zoning requirements described for the subject property. Such title includes both the physical real estate, i.e., the physical land, the appurtenance including structure affixed thereto and the interests, benefits, and rights inherent in the ownership of the physical real estate. Personal property is not included in this valuation. DEFINITION OF MARKET VALUE The most probable price which a property, should bring in a competitive and open market, under all conditions requisite to fair sale, the buyer and the seller, each acting prudently knowledgcable and assuming the price is not affected by undue stimulus, implicit in this definition is the consummation of a sale as ora specified date and the passing of title from seller to buyer under conditions whereby: Buyer and seller are typically motivated; Both parties are well informed or well advised and each acting in what he considers his ox~aa best interest; A reasonable time is allowed for exposure in the open market; Payment is made in terms of cash in U. S. dollars or in terms of financial arrangements comparable thereto; and The price represents the normal consideration for the property, sold unaffected by special or creative financing or sales. 25 APPRAISAL PROCES.q The purpose of an appraisal is to estimate fair market value. The first step is to define the problem: the work necessary to solve the problem is planned; and the data required is acquired, classified, analyzed and interpreted into an estimate of value. Within this process, three basic approaches are used bv the appraiser/s. They are: Sales Comparison Approach, Income Approach and Cost Approach. SALES COMPARISON APPROACH is based primarily upon the principle of substitution. This principle holds that an informed purchaser would not pay more than the cost to purchase a comparable property with similar utility. The major limitation to this approach is when there is an inactive market and no valid comparable sales are available. This approach also is questionable when sales data cannot be verified with principles to the transaction. The appraiser/s selects sales of comparable properties for which the pertinent data is considered reliable. Adjustments are developed for characteristics differences bctxvecn comparable. Then the sales am adjusted to the subject. The appraiser/s then correlates thc adjusted comparable sales data into an estimate of market value by the Sales Comparison Approach. INCOME APPROACH is based upon the principles of substitution, contribution and anticipation. The principle of substitution states that an informed buyer would pay no more for a property than he would for a competitive type property, with a similar income stream. Thc principle of contribution holds that the value of the property, is measured by the contribution of thc component parts to the total economic unit, land and improvements. The principle of anticipation states that value is the present worth of future benefits from property, ownership. Capitalization is the process of converting net income into an indication of value. A direct sales overall capitalization rate is developed from market data and is based on the relationship of net operating income to the sales price. 26 The appraiser/s estimates gross income by analyzing the market for comparable rentals. Deductions for v~,an~.., and collection losses, operating and fi.xed expenses also are developed from market data. Thc final results of these analyses is an estimate of net operating income. Net income is then capitalized into an indication of market value by the Income Approach. COST APPROACH is based on the principle of substitution. The principle of substitution holds that an informed purchaser would not pax' more for a property than the cost to obtain a site and build a comparable property with similar utility, without undue delay. One of the major limitations to this approach is developing an accurate estimate of accrued depreciation from all sources. The first step in the Cost Approach is to estimate the market value of the site, as though vacant and put to its highest and best use. Site value is abstracted from market comparable land sales. Then an estimate of reproduction cost new is developed for the improvements. Diminished utility of accrued depreciation from physical, functional, or external causes is then deducted from reproduction cost new. The estimate of market value by the Cost Approach is the summation of the depreciated value of the improvements plus the market value of the site put to its highest and best use. CONCLUSION OF APPRAISAL PROCESS The last step in the Appraisal Process is the reconciliation of the three approaches into a single estimate of value. Reconciliation is a process which considers the dependability and applicability of thc three approaches and reconciles the three value indications into a final estimate of defined value. 27 SALES COMPARISON APPROACH INTRODUCTION OF THE SALES COMPARISON APPROACH The Sales Comparison Approach is a method of estimating market value where the subject property, is compared with similar properties that have been sold. This approach is based on the principle of substitution; therefore, your appraiser/s made a survey of properties that have sold in the general market area. As it was impossible to find an identical property to that of the subject, since no two buildings are ever identical, it was necessary to make adjustments on each comparable sale as related to thc subject property. Consideration was given and adjustments were made on each comparable sale as to thc time of thc sale, size, location and utility, as well as other factors that max' effect value. Thc Salcs Comparison is considered appropriate to most appraisal problems since it indicates thc price paid for similar properties by knowledgeable buyers in the marketplace. This approach is applicable when thcm arc sufficient numbers of comparable sales. It is most reliable when competing propcrtics of similar nature arc bought and sold on a regular basis. Follo~/ng arc the improved comparable sales that have been found appropriate for this appraisal and thc and thc analvsis and conclusion. 28 COMPARABLE SALES The subject property is a medical clinic considered Class B Office. A coun .tyxvide search for comparable sales was undertaken to find market dam. There have not been similar sales in the western part of Cumberland County within the past five ye. ars. I/We have found five office sales, two being medical offices to use for our analysis. Following is a summary, of the sales data. OFFICE SALES NO. ADDRESS SALE SALE BLDG. LAND PRICE/ PRICE DATE SIZE SIZE/AC SF I 1501 Commerce Drive $450,000 02-98 5,115 3.6 $87.98 South Middleton Township 2 21 State Avenue $545,000 01-97 5,408 .96 $100.78 South Middleton Tovmship 3 4004 Trindlc Road $424,842 0 i-97 3,667 .54 $115.86 Hampden Township 4 6230 Carlisle Pike $275,000 11-95 2,873 1.49 $95.72 Hampden Township 5 1358 Lutzto~a~ Road $187,813 01-94 i,920 2.12 $97.82 Monroe Township 29 COMPARABLE NO. I Grantor:' Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Eshenauer Fuels, Inc. Eiios, Damien/Sandra 1501 Commerce Drive South Middleton Tox~aship Cumberland County Office Building 1986 Deed Book 172, Page 701 District 40, Map 09-0527, Parcel 023 C-l, Commercial 3.6 Acres 5,115 Square Feet Water, Sewer, Electricity and Telephone $450,000 February 1998 $87.98 30 COMPARABLE NO. 2 Grantor: Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: lngrid J. Conner Albert J, and Susan D. Apicella 21 State Avenue South Middleton To~ship Cumberland County One-Story, Detached, Brick Office Building in Good Condition 1994 Deed Book 152, Page 917 District 40, Map 09-0529, Parcel 051 C-O, Commercial Office .96 Acre 5,408 Square Feet Water, Sewer, Electricity and Telephone $545,000 January 1997 $100.78 33. COMPARABLE NO. 3 Grantor: Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Berger, Marvin and Karla F. Reager, David W. 4004 Trindle Road Hampden Township Cumberland Two Story, Brick/Vinyl Office Building 1972 A-O-L, Apartment-Office Limited Deed Book 152, Page 528 District 10, Map 21-0277, Parcel 312 23,700 Square Feet 3,667 Square Feet Water, Sewer, Electricity and Telephone $424,842 January 23, 1997 $115.86 32 COMPARABLE NO. 4 Grantor: Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Boland, John E. Ricks, John E. and Veronica K. 6230 Carlisle Pike Hampden Township Cumberland County One Stow, Medical Office Building 1987 C-G, Commercial General Deed Book 131, Page 802 District ! 0, Map 19-1606, Parcel 023A 1.49 Acres 2,873 Square Feet Water, Sewer. Electricity and Telephone $275,000 November 22. 1995 $95.72 33 COMPARABLE NO. 5 Grantor:- Grantee: Address: Improvements: Year Built: Recording Information: Tax Identification: Zoning: Lot Size: Building Size: Utilities: Sale Price: Sale Date: Price Per Square Foot: Kovacs, Donald J. Yellow Breeches Family Practice Center 1358 Lutztown Road Monroe Township Cumberland County. One Story, Frame, Medical Office Building. At the time of sale, the building contained 1,920 gross square feet. An addition of 1,160 Square Feet was added al[er the sale. 1979 Deed Book 36-T, Page 159 District 22, Map 11-0282, Parcel 039 Agricultural 2.12 Acres 1,920 Square Feet On-Site Well and Septic, Electricit3' and Telephone $187,813 January. !1, 1994 $97.82 34 OFFICE SALES COMPARISON ANALYSIS SALE Sale Date Sale Price Size/Square Foot Unadjusted Price per Square Foot SUBJECT "AS OF" 10-98 N/A 6,357 N/A i 02-98 $450,000 5,115 587.98 Time/Conditions Location Condition of Improvements Size of Improvements Lot Size/Utility Utilities Zoning Other Total Percentage Adjustments Adiusted Price/S~ 2 01-97 $545,0O0 5,408 S100.78 3 01-97 $424,842 3,667 $115.86 ADJUSTMENTS 10-98 Average Good 6,357 .93 Acre Public R-2 Medical Upgrades N/A +1% -i0% O% O% 0% O% -10% +10% -9% N/A S80.06 +4% -I0% 0% 0% O% O% -10% +10% -6% 594.73 +4% -10% 0% 0% 0% 0% -10% +10% -6% Si08.91 il-95 $275,OO0 2,873 $95.72 -I0% 0% O% 0% O% -10% 0% -14% $82.32 0 i-94 $187,813 i,920 $97.82 +9% -I0% 0% 0% O% +i0% 0% 0% +9% 35 ] ] ADJUSTMENT ANALYSIS Time/Conditions: Location: Condition of Improvements: Lot Size/Utility: After contacting local commercial brokers, analyzing multi-list data and revie~ving county sales and assessment data, an appropriate rate of 2% per year was found appropriate. This rate varies throughout Cumberland Count3' from 2% to 5% annually. I/We have chosen the most conservative number for this analysis. Each comparable ~vas adjusted appropriately to the nearest half per cent. Comparable No. 1 Plus 1% Comparable No. 2 & 3 Plus 4% Comparable No. 4 Plus 6% Comparable No. 5 Plus 9% The subject propcrt3' is located in thc western section of Cumberland County, in the Borough of Ne~vville. All five market comparables arc from the eastern portion of Cumberland County which offers more amenities, such as transportation, shopping and convenience to the greater Harrisburg area. A 10% downward adjustment was taken for all comparables. No adjustment was required for the condition of thc improvements. All five comparables are similar to the subject property. Comparable Nos. 2 and 3 are similar in size to the subject. Comparable Nos. 1, 4 and 5 have larger building lots. The appraiser/s feel no adjustments are required because the additional acreage is considered excess land and gives minimal value to the overall property.. 36 --] Utilities.' Other: Thc subject property is serviced with public utilities. Comparable Nos. 1, 2, 3 and 4. Comparable No. 5 has on-site well and septic systems and is considered inferior. Comparable No. 5 Plus 10% The subject property is zoned R-2, Medium Density Residential. Even though the subject property fronts on the main street in Nex~wille Borough, a variance or exception to zoning would be required for development of the site in its current manner. Compambles are zoned commercial. Comparable No. 5 is zoned agricultural and required a variance to be developed, also. Comparable Nos. I thru 4 Minus 10% Comparable Nos. 4 and 5 are buildings already adapted to medical use. Special features such as more plumbing fixtures, lead walls for x-rays and other special amenities for the profession. Comparable Nos. 1, 2 and 3 were considered inferior. Comparable No. 1, 2 & 3 Plus 10% 37 SALES COMPARISON ANALYSIS - OFFICE SALES Sale Price Value Range Mean Standard Deviation Low $187,813 $376,531 $143,210 Hieh $545,000 Unadjusted Price Per Square Foot Value Range Mcan Standard Deviation $87.98 $99.63 $I0.24 $115.86 Adjusted Price Per Square Foot Value Range $80.06 Mean $94.53 Standard Deviation $13.34 $108.91 It is my/our opinion, a.~r a careful study of thc value indicators and analyzing thc market data. that most weight be applied to the adjusted price per square foot. FINAL CONCLUSION OF SALES COMPARISON APPROACH All five sales were considered appropriate comparables for this analysis. Comparable Nos. 4 and 5 were medical use building sales and were deemed the best sales for this analysis. It is the appraiser's/s' opinion that the sale price will range from $85 to $95 per square foot. The final correlated value is 6,357 square feet times $90 equaling $572,130. SAY $572,000. 38 INCOME APPROACH INTRODUCTION TO INCOME APPROACH The value of commercial property is strongly influenced by the amount, quality and derivation of the income, in terms of rent, which it can generate for its owner. The Income Approach uses thc potential gross rent which thc property is capable of generating in today's market, less expenses and collection for vacancy, and losses, to develop an indication of property's net income. The income is then counted into an indication of the subject property's value by means of capitalization rate considered typical for the market, thc t3q~e of property being appraised and thc area in which thc property is located. CAPITALIZATION The capitalization process "translates" net operating income into a present value indication for thc property. it assumes a present worth of expected futura benefits. There are numerous ~vays to derive a capitalization rate. Most real estate investors require a mortgage when purchasing real estate, the Band of Investment Technique is typically used. This method is developed by using mortgage rates provided by the lender or from surveys published by various research firms or organizations. Another method is actually taken from thc marketplace. This method is considered "Direct Capitalization." Using actual saic prices and dividing them into the net operating income of the actual sale to derive a rate from the marketplace. There must be adequate mmket data available to utilize this method. Typically, "Market Data" is available to extract a market derived capitalization rate. Our findings indicated a rate ranging from 10% to 15% for motel. hotel and convention centers. The Debt Coverage Formula Technique also was considered as supporting our market estimation of the overall capitalization rate. This methodolo~' also takes into consideration the loan to value ratio, a mortgage constraint and debt coverage factor. 39 Yield Capitalization is applicable in the analysis of properties with irregular income streams. In this approach an income steam is projected over a specified holding period, and then calculating the present worth of the income stream, plus the present worth of the reversionary interest at the end of the holding period. Published market data from such places as the American Council of Life Insurance. Appraisal Institute's Market Sources, Korpac'z Report, The Boeckh Factor and economic reports supplied by local institutions typically provide data on a regional basis for institutional grade properties relating to market statistics. CapitaliTation rates, interest rat~, equity, yield rates, loan-to-value ratios and terms can be extracted from these publications. These guides are broken down into regions and property, types. This information is typically used in supporting the local market conditions. Our conclusion will explain what methodology, we have chosen for this analysis. The following direct pages are the rental comparables that have been found appropriate for this approach followed by the analysis and conclusion. 1 1 1 40 1 POTENTIAL GROSS INCOME The prime consideration for any non-residential property is the amount of rent that it can generate in the open market. Lease information is not recorded; therefor; it is not easily verified. Realtors in the capital region,, generally do not provide specific lease information. However, detailed information will remain in my/our files in order to comply with the request for confidentiality. Several lease comparables were identified. Typical leases in the subject market for office properties are on a net or modified net lease basis. A net lease is one in which the tenant pays all property, expenses, in addition to stipulated rent. A modified net lease is similar to a net lease, but with the property, owner paying minimal operating expenses. The appraiser/s analyzed the following five office lease comparables. OFFICE RENTAL DATA I 5 Brookwood Avenue Gross 5,000 01-95 $13.00 3 Year Lease with 2 South Middleton Township 2,100 Year option Medical Use 2 4910 Ritter Road Net Net Net 6,000 10-95 $I 1.50 6 Year Lease Lower Allen Township 6,000 Medical Use 3 101 Noble Boulevard Modified Net 23,000 07-96 $12.50 5 Year Term Borough of Carlisle 2,400 Medical Use 4 205 Grandview Avenue Modified Net 56,000 08-95 $13.91 7 Year Term East Pennsboro Township 10,500 Medical Use 5 5565 Tyler Court Net Net Net 13,000 Summer $15.00 Term Unknown South Middleton Township 4,000 '98 Office 41 CONCLUSION OF RENTAL COMPARABLES I/We have investigated five properties currently under lease for medical use. The range of value is from $11.50 to $15.00 per square foot of rentable space. Each lease had varying rental conditions from gross rent to net net net.. The landlord, on a gross rent condition, pays all expenses and on a net net net rental condition, the tenant pays all expenses. It is common in the marketplace to have a modified net term which means the landlord and tenant each pay var3./rig expenses regarding leased conditions. It is my/our opinion that a modified net lease is the most common lease within the marketplace. Therefore, the typical expenses paid by the property owner are real estate taxes, real estate insurance, management/lease fees, miscellaneous and reserve for replacements. All other operating expenses are paid by the tenant, including utilities. PROJECTED ANNUAL PROPERTY EXPENSES Real Estate Taxes Current assessment for the subject property, is $31,750. Current total millage is. 1770, giving a tax liability of $5,619.76 face rounded to $5,620. Real Estate Insurance I/We have contacted two insurance agents and were given a range of $200 to $500 per month for this propert3,. I/We have reconciled the insurance expense at $250 per month, equaling $3,000 annually. Manatement/Lease Fees It is typical in general market for management firms to handle the operation and lease-up of this t.~e of property. The fee ranges from 5% to 8% of the annual gross income. I/We have considered 6% appropriate for this analysis. 42 Miscellaneous Generally, the property, owner pays unknown or unusual expenses, such as emergency repairs, property improvements, casual maintenance, etc., that occur during the term of the lease. I/We estimate these expenses to be 1% oftbe potential, gross income. Maintenance/Repair The subject property is in good condition and will have minimal maintenance and repair items necessary. Typical maintenance and repair eanimates range ~ 1% and 5% of the gross income depending on age and condition of the subject. It is my opinion that 2% or $.24 per square foot is appropriate for this building. Reserve for Replacements A reserve for replacements account should be maintained to properly handle future building expenses. This expense ranges between 1%o and 3% of the gross income. I/We have chosen 2% or the subject. Vacancy/Credit Loss I/We have found that office vacancies fluctuate b~veen 1% and 5% within the greater Harrisburg Market. It is the appraiseffs opinion that vacancy and credit 10Ss. _within the greater Newville area reflects closer to a 5% range than the 2% range in the greater Harrisburg market. Therefore, I/we have projected 5% for vacancy and credit loss. 1 1 1 43 STABILIZED MARKET INCOME SCHEDULE FILE: Newville Medical Foundation, Inc. PROPERTY: 100 S. High St. Newville Pa. 17241 ANALYSIS DATE: 11-02-98 Income Item Gross Income Income Units Per Year Per Unit Medical Office 6,357 76,284 12.00 Total Income 6,357 $76,284 $12.00 Total Income $76,284 Vacancy/Credit Loss -3,814 Effective Gross Income $72,470 Unit of Measure S.F. STABI! !Tr=D MARKET INCOME STATEMENT FILE: Newville Medical Foundation, Inc. PROPERTY: 100 S. High St. Newville Pa. 17241 ANALYSIS DATE: 11-02-98 Gross Income Total Income Vacancy / Credit Loss Effective Gross Income Amount % of Gross $76,284 100.00% -3.814 -5.00% $72,470 95.00% Per Gross S.F. 12.00 11.40 Fixed Real Estate Taxes 5,620 7.37% Insurance 3,000 3.93% Operatinq Maintenance/Repair 1,526 2.00% Management 4,577 6.00% Miscellaneous 763 1.00% Reserve Reserve for replacement 1,526 2.00% Total Expenses $17,011 22.30% NET INCOME $55,459 72.70% 0.88 0.47 0.24 0.72 0.12 0.24. 2.68 8.72 CAPITALIZATION Stable Net Income Divided by Capitalization Rate = Value $55,459 0.093167 $595,261 CAPITALIZATION RATE DEVELOPMENT Three methods of estimating the overall capitalir~tion rate have been examined for this analysis. These are Market Extractions from Local Sales Transactions, Published Sources and the Band of Investment Technique supported by the Debt Coverage Ratio which is used by local institutions. Market Extractions - Direct Capitalization The first methodology is Market Extraction or Direct Capitalization that derives indicated overall rates directly from the market by analyzing sales data. The indicated, overall capitalization rate for a comparable sale is the ratio of the indicated net operating income to the sale price. It is extremely difficult to find market sales to extract actual capitalization rates. The realtor or investor usually do not divulge the actual gross income on sales transactions, therefore, making it extremely difficult to formulate this methodology. I/We have found office sales transactions within the general market place range from 8% to 12% for properties similar to the subject. Under current market conditions, it is t.~pical for the capitalization rate to be at the lower end of this range between 8% to 10%, say 9%. Market Extractions - Published Sources Data on capitalization rates extracted from sales of institutional grade properties xvas researched and available from the American C_ ounctl of Life Insurance, the Appraisal lnstttute :~ Market Sottrces and the Korpacz Report. This data is summarized in the following table. 46 American Council of Market Sources Korpacz Life Insurance Indicated 8.1% To 9.1% 8.5% To 9.4% 7.5% To 10.5% Capitalization Rates First Quarter 1998 Fourth Quarter 1997 Second Quarter 1998 The three sources have a market Range from 7.5% to 10.5%. The American Council of Life Insurance ranges from 8.1% for mixed properties to 9.1% for office for the first quarter of 1998. The Appraisal lnstitute's Market Sources considers the major metropolitan areas within our general area for estimating capitalization rates. Their range is from 8.5% to 9.4%. Cumberland County is located between the four metropolitan areas selected; therefore, minimal weight will be considered for Market Sources, but is used as a guide. The Korpacz Report ranges between 7.5% to 10.5%. These reports take into consideration the entire nation. I/We have reviewed the national industrial market and national suburban market to calculate the range. It is my/our feeling that the subject property will be in the mid range of the national publications. Most likely, it will be between 8.5% and 9.5%, say 9%. The Korpacz Report also projects a discount rate which ranges between 10%o and 13.5% with an average of 11.2.%. The general marketplace changes bct~veen 8%and 12% depending on risk. The subject is considered to be at the mid-point on the risk range. The appraiseffs feels a 8.5% to 9.5% range is typical for the market and this property, say 9%. The following pages have been taken fi.om the publications stated above. Also included, is a summao' of the local market from Landmark Commercial Realty. for office and industrial markct studies, and a chart from Commercial Industrial Realty for the first quarter of 1998 for various types of pr0Pcrties and parameters. Both reflect cu, m~t market conditions within the greater Harrisburg area. NexsMlle is a sub- market of Harrisburg, located in the southwestern section of Cumberland County. 47 TGI, I Type of Loan by Propefl7 Ty?e AmlWu 4,027,627 7,821 7.09 · 7.20 154 !.66 ~J 9.2 9.0 I0/ 6 8J9~ IO.~l 7.17 7~0 Iii l.?l 67.0 I.B 1.6 i !/10 1~80 10.436 6.9J 7.0J 140 1.71 67.2 9.2 1.7 I~ 3 ~.249 4~88 7~1 7.42 !~ 1~2 69~ ~.1 9.1 I~ 6 7~37 4.lj7 7.01 7.13 149 I~J 68.J 9.6 9.~ 9/9 276~12 ~.026 7~6 7~S It~ i.84 ~.9 10.0 ~.6 I~ 2 I~,~ ~,667 7.18 7.29 17~ · 71.0 t.I * ~/0 t 19,~ 7,~4' 7.02 744 142 1~6 ~.7 9.4 S.6 9/7 13,~0 13,~ ' ' ' ' · · . . 13.~ 13.~ ' ' ' ' · . . . JOINT V~TINJRE 2 I J.33 J 7,661 ' ' ' ' · · . . Afxflncr~ I 9,000 9.~ ' ' ' - ' · . Ofl~c. BulldOg I 6.335 6.33J ' ' ' ' ' · . . OTRER SPEt~tl. IT..ATURI:S' 42 44:I.361 10,604 7.04 7.16 1~6 1.69 68.2 10.$ t.g 13/ 3 ~ J 33,909 6.7S2 7.T7 7.39 180 3.41 Si.! Ii.3 10.2 7/J OFT1=, Buildiq 7 211,420 30.203 6.73 6.84 129 I J9 62.8 7.9 8.$ I i/ 9 actall 8 ll.10O 10,138 7.73 7.86 210 1.60 90.6 17.5 9.0 13/ 8 i~s~hf 21 92,43:2 4,40'2 6.gO 6.93 140 l.J3 67.0 S.8 8.9 16/ 8 flo~l/A4o~J I 26,J00 26,$00 ' ' ' ' ' · . . TOTAL J60 4.J01,923 1,039 7.09 7.20 lJJ 1.66 67.5 9.4 9.0 10/9 Ap,flmcnt tJ 902.253 10,61J 7.18 7.31 161 1.83 66.7 9.1 8.6 11/; O~c.c Bald-mS 141 i,60J,73J i !.38S 6.92 7.03 139 1.69 66.6 9.1 8.7 10/ 6 Rmi] 134 621.349 4,637 7.36 7.48 177 l J2 72.2 10.2 9.1 10/I ! If~u~d 166 796,769 4,800 6.98 7.11 148 1.~4 68~3 9.~ 9.4 10/7 Ho~l~l 14 316.412 22,601 7.36 7.49 19J IJl 60.7 lO.! 9.6 10/ 9 )~-~ 3 1 40,000 4~.667 7.18 7.29 17~ · 71.0 LI · 9/ 0 ~ C~mmcr~ 17 119,40S. 7,0'24 7.02 7.14 142 !.66 6'7.7 9.4 8.6 9/7 8/9 10/3 7/10 7/~ 8/2 ?/11 t/3 4/7 9/0 9/6 6/ 6 8/8 10/0 7/8 7/11 19.1 30.1 12.0 ii.6 6.1 3.1 2.7 0.3 0.3 03 0.2 0.1 9.9 0.8 4.7 1.8 2.1 0.6 100.0 20.0 2J.7 13,8 17.7 7.0 3.1 2.7 Atlanta CID Cap. Cap. Rate ~Rent/sf~ % Change --Price/al- % Change Rile 4Git 4 Orr 4 Otf 4 O~ 4Olr 4Qb 4Qtr 4Olr lg97 lg96 1997 96-97 lg96 lg97 96-97 1997 ~UBURBA~ 4Qlr 4Qtr 4Ql~ 4Qt~ 4Qtr 4Ql~ lgg& 1997 96-97 lg96 lg97 96.97 8.8 23.42 24.42 4.27 137.16 141.34 3.05 9.4 Baltimore 8oston Charlotte Ch,cago Cincinnati Cleveland Dallas-FI. Worlh Denver Detroit Houston indianapolis Kansas Cily Las Vegas Los Angeles 9.3 21.06 23.05 9.45 105.39 114.67 8.81 8.5 19.80 20.60 4.04 117.50 122.80 4.51 7.2 31.61 36.78 16.36 207.59 262.79 26.59 9.8 9.0 21.40 21.60 0.93 139.94 141.72 1.27 8.8 8.2 28.60 32.57 13.88 174.56 214.48 22.87 8.1 8.9 18.92 20.50 8.35 112.67 113.01 0.30 8.8 9.1 21.12 21.95 3.93 127.00 131.39 3.46 9.0 8.7 17.12 19.90 16.24 110.33 125.13 13.41 9.8 9.0 17.55 18.92 7.81 109.99 112.87 2.62 9.8 9.0, 18.07 20.00 10.68 112.23 123.95 10.44 9.0 10.0 15.50 17.92 15.61 ' 91.87 98.61 7.34 9.1 9.4 16.45 16.91 2.80 116.22 111.32 (4.22) 9.2 9.0 18.01 19.58 8.72 117.15 120.38 2.76 9.2 9.3 24.90 26.70 7.23 155.88 158.02 1.37 9.7 8.8 24.21 25.06 3.51 140.60 159.48 13.43 7.5 Manhallan Downtown 8.3 30.69 33.73 9.91 195.03 210.26 7.81 t Manhatlan Midlown 7.8 39.66 44.78 12.91 269.48 303.44 12.60 m Miami 8.7 24.50 26.75 9.18 159.03 164.14 3.21 9.4 Milwaukee 9.0 19.92 20.19 1.36 122.19 122.52 0.27 9.4 Minneapolis-SI. Pat,I 9.1 27.53 28.88 4.90 145.72 152.15 4.41 8.7 Nashville 9.1 19.21 19.46 1.30 155.50 120.06 (22.79) 9.6 Nassau-Sulfolk 9.0 24.58 24.84 1.06 125.09 138.48 10.70 8.7 New Orleans 9.5 14.79 16.56 11.97 70.73 95.87 35.54 9.5 Oklahoma Cily 9.6 12.78 12.84 0.47 63.61 66.30 4.23 9.8 Orlando 8.6 21.19 23.13 9.16 129.44 135.10 4.37 9.2 Philadelphia 9.4 22.78 24.67 8.30 139.01 146.12 5.11 9.1 Phoen:x 9.3 20.45 22.40 9.54 114.11 132.13 15.79 9.0 Piltsbmgh 9.1 23.59 25.33 7.38 132.75 137.58 3.64 9.4 Portland 8.6 21.61 23.29 7.77 121.61 134.09 10.26 8.9 St. Louis 8.9 19.88 20.16 1.41 117.18 127.79 9.0~ 9.8 San Antonio 10.0 16.75 17.86 6.63 92.30 96.40 4.44 8.7 San Diego 9.0 18.84 20.81 10.46 115.20 124.62 8.18 8.6 San Francisco 8.6 31.46 35.44 12.65 173.63 195.61 12.66 9.5 Scatlle 9.1 23.22 26.22 12.92 142.73 156.03 9.32 9.8 Washington, D.C. 8.6 32.59 35.13 7.79 234.97 238.75 1.61 9.2 Sources: Nahonal Real Eslale Index Nole: Dala taler Io properties located in Ihe CBD or a prlma~y ollke sub.markel 22.36 23.80 6.44 124.98 133.53 6.84 27.21 32.77 20.43 137.77 146.05 6.01 17.39 17.83 2.53 124.74 122.45 (1.84) 22.65 24.36 7.55 153.03 182.89 19.51 17.63 18.19 3.18 101.30 116.50 15.00 18.9,1 20.12 6.23 111.17 116.26 4.58 22.12 25.10 13.47 113.27 138.25 22.05 21.98 23.51 6.96 121.97 128.51 5.36 19.77 22.00 11.28 111.11 118.54 6.69 15.89 17.71 11.45 91.60 96.69 5.56 18.29 19.97 9.19 110.67 113.85 2.87 20.50 22.18 8.20 116.56 122.29 4.92 22.56 23.40 3.72 122.21 127.84 4.61 22.29 23.20 4.08 163.98 196.4.1 19.80 20.11 22.50 11.88 109.07 118.62 8.76 18.91 18.52 (2.06) 98.53 100.17 1.66 19.47 21.36 9.71 106.73 129.42 21.26 21.73 24.49 12.70 103.49 128.85 24.50 19.73 22.01 11.56 112.79 133.93 18.74 17.11 18.79 9.82 87.50 94.69 8.22 14.00 15.20 8.57 77.71 83 95 8.03 19.31 20.40 5.64 106.50 111.03 4.25 21.06 22.32 5.98 106.51 139.27 30.76 18.13 19.28 6.34 121.58 121.06 (0.43) 18.56 19.81 6.73 95.26 101.60 6.66 21.14 22.33 5.63 114.80 132.83 15.71 21.59 24.50 13.48 105.57 120.06 13.73 15.42 17.19 11.48 97.48 104.23 6.92 19.86 21.81 9.82 120.46 149,49 24.10 29.46 36.70 24.58 179.98 206.41 14.68 22.21 25.23 13.60 127.13 131.58 3.50 24.30 25.81 6.21 132.70 159.42 20.14 CBO -- -- Submban ~ Melmpolilan 4Qtr 96 4Qlr 97 4Qh g6 4Qlr 97 4Qlr96 4QIrg7 Allanla 17.0 15.2 8.6 7.6 10.8 9.5 Ballsmore 18.3 16.0 8.3 6.2 11.6 9.7 Boston 5,7 4.5 7.8 7.7 6.8 6.3 Charlotle 6.0 4.6 11.2 9.3 8.9 7.2 Chicago 15.9 13.7 11.4 9.0 14.0 11.7 Cincinnati 13.9 10.1 10.1 7.9 12.1 9.1 Cleveland 17.0 15.0 9.1 8.2 14.2 12.7 Columbus 7.2 6.9 8.9 6.6 8.2 6.7 Dallas 34.9 29.0 11.2 9.1 17.0 14.0 Denver 14.1 10.3 9.4 7.4 11.0 8.4 Delroil 17.9 17.3 9.4 8.3 11.2 10.2 Ft. Laude~dale 6.7 4.9 10.5 9.4 9.7 8.5 FI. Worlh 19.9 13.5 12.3 10.6 15.1 11.6 Itarllord 23.5 17.7 21.0 17.5 21.7 17.6 Honolulu 16.1 15.2 12.9 12.5 14.6 13.9 Houston 21.9 18.1 17.8 12.9 18.8 14.2 Indianapolis 16.8 16.8 7.9 9.6 12.1 13.O Jacksonville 13.6 13.2 7.8 7.3 10.8 10.2 Kansas Cily 16.5 13.8 10.5 7.8 12.6 9.9 Las Vegas 6.6 6.6 11.1 14.5 10.6 13.9 Los Angeles 20.8 17.3 17.7 15.3 18.3 15.7 Miami 21.4 18.0 12.3 11.3 15.6 13.6 Middlesex- Somerset- Hunterdon ~ ~ 14.9 11.2 14.9 11.2 $omce: CB Commefcfal Vacancy Index ~ CBD-- SubuJban ~ Mehopoiilan 401! gs 401r 97 401r gG 4QIr 97 4Oil 9& 4Oh 97 Minneapolis-St. Paul 7.6 7.0 Nashville 14.8 9.5 Nassa.-Sullolk -- -- New York- Manhatlan Down/ Midlown 19.1/8.411.7/6.0 Newark -- -- Oakland 12.1 14.1 Oklahoma City 28.8 29.9 Orange Co.nty -- -- Orlando 7.0 7.1 Philadelphia 16.2 14.4 Phoenix 13.9 12.9 Pmltand 7.4 5.4 Sacramento 7.7 7.4 SL Louis -18.6 17.2 Salt Lake Cily 7.3 4.7 San Diego 18.0 18.6 San Francisco 7.4 3.0 San Jose 9.5 2.1 Seallle 6.3 5.0 Tampa- St. Petersb,rg 19.5 12.6 Tucson 22.3 20.3 Washington, D.C. 10.4 9.2 West Palm 0each ~ ~ 49 5.5 ,I.4 66 57 6.3 ,I.,I 8.6 67 10.5 96 10.5 9~ -- -- 11.6 77 12.6 10.0 12.6 100 8.9 9.1 9.6 10.2 8.1 7.4 15.9 15.8 12.6 10.5 12.6 105 8.6 6.2 8.1 6.5 10.7 8.0 13.2 109 7.2 7.6 9.5 94 6.5 4.9 7.0 5.1 10.2 10.1 9.6 9.4 7.4 5.0 il.4 9.1 4.1 4.9 5.8 4.8 11.3 8.3 12.8 10.5 7.1 3.9 7.3 3.4 4.9 2.3 6.0 2.3 ~.9 5.1 8.1 5.0 9.0 7.8 115 8.9 5.8 4.3 9.0 73 7.1 6.0 8.3 7.2 11.8 14.8 118 148 National Suburban Office Marl(et Wilh buildings in some markets turn- ward commilmenls. By laldng some lng over for Ihe second and Ihird lime in Ibis cycle, Ihe suburban ollice mar- kel is still a very hot markel~ Transac- lion aclivily is fast and lurious despile high prices and intense compelilion. II is increasingly dillicull Io buy proper lies. "We can find properlies wilhin our crileria, bul the picldngs are gelling slim," reporls one parlicipant. Giber would-be inveslors are pul o1! by prices Ihey consider out el line. Properties Uley decide nol Io bid on because Ihey Ihink Ihey would be overpaying ellen go for more Ihan Ihey would have paid. REITs and pensior, lunds conlinue Io lead Ihe cornpelilion Ior suburl)an ollice prgperlies REITs are perceived Io be m~i'e inclined to up Ihe bid. especially il an acquisilion will give Ulem economies el scale in markels in which they already own p~'operly.. Some inshlutional investors are looking lot oppodunilies Ihrough Iof leasing risk, they are realizing belier yields Ihan Item existing buildings. However, some are beginning Io be a lilllo concerned aboul projects where they are looking al Ihree Io four monlhs Io groundbmaldr~g and 15 lo 18 monlhs Ior building and slabiliza- lion. '11 is dillicull Io accuralely projecl demand Ihat lar GUI. More RI:ITs are gelling inlo Ihe developm'enl husiness. As prices lot exisling properlies in many markels exceed replacemenl cosl, ItEITs can belier achieve lheir growlh objoclives Ihrough developrnenl ralher II'~an acquisilions 01 exisling assols. The pace el new suburbarl ollice conslruclion is acceleraling'nalion- wide. The volume is anlicipaled Io be double Iha! el lam year. Al year-end 74 nlillion square leer of ollice space were under way, wilh most el il in Ihe suburbs. Tllal was triple Ihe arnounl al mid-year. ] -] -] Table 9 National Suburban Ollice Market SECOND QUARTER 1998 CURrlENT KEY IHDICATORS QUARTER I.~ST YEAll QUARTER AGO RANGE 10.00%-13.50% 10.00%-13.50% 10.00%-14.00% AVERAGE 11.29%, I 1.4 I% I 1.49% RANGE 1.)~- )0,~0~, AVE RAGE 0.05% 9. I ] -1 '1 L RAI'IGE 0.00%- t 0.00% 0.00',t,- 8.00% 0.00%.-8.00% AVERAGE 4.31% 4.04% a.m% CHANGE (aasJ~'po,~,~)~'l.~.~z"~'.:~] .~ ' ~ ~ ~ ~ ~.'R~' 0 ','"] rl '.:". ................ "' '." ;:~'..'~...",I:.C~F$~,tF.,~ Ff.~'.,'i~. !-~.".:...,~i, n,,,,GE 2.0o%-~.oo,-,.. :~.oo-~.-,,.oo-,,. -',.o0%.8.o~-,,. RAI IGE 8.25%-I 1.00% e.25%-t 1.00% 6.25%- I 1.00",'-- ._AVERAGE 0.E5% 9.67% b. Inilinl ral~ el chang~ 5O m Nevertheless, lhere is slill ilo wide- si)read concern aboul overbuilding in Ibe near lulure. Suburban Allanla is being walched closely because el Ihe arnounl el new conslruction, bul tile new bt,ildings are lilling t,p. Anolher booming market is Dallas, where con- slruclion is juslilied by markel de- mand. However, Ihe dealmakers are projecling vacancy and absorption rales oul. lo Ihe time Ihal new con- slruclion would come on-line. Such Ihinldng is. helping Io CL,I back on some el Ihe construction. Prices in the nalional suburban ollice markel have nemly lopped oul. They range from 80.0% Io 110.0% el rel)lacemenl cosl. The average price is 0,1.4% el cost. The average projecl- ed price increase over Ihe nexl I."' monlhs is 4.6%. Key value indicators are sl~own in Table 9. This quarler the average dis- count tale (IRR) decreased 12 basis poinls Io 11.29%. The average OAR decli,,o¢l 13 basis points Io 9.05%. As prices el CBD ollico buiklings increase, Ihe si)roads helween value indicalors in Ihe national sul)urban ollice market and Ihose in Ihe nalional CBD olfice markel is narrowing. Com- parisons o[ value indicalors shrew an average suburban IRR 26 basis poinls lower Ihan Ihal in Ihe CBD office mar- kef. Tho suburban OAR dropped Iow- er Illan Ihe CBD tale in lirsl quarler 1996. This quarler Ihe suburban OAR is 0 basis p0inls lower U'~an Ille CBD tale. While Ihe average inilial markel mn! change tale in Ihe suburban mar- kef is sim higher Ihan Ihe CDD rate, Ihe spread is ,low 42 basis points. II was 60 basis poinls lasl quarler. The suburban markels Ihal inves- lots are mosl allracled Io include Chicago. Dallas, Los Angeles, Miami. New York, San Francisco. Porlland, and SealUe. Despile the amounl el building, Allanla is still on many largel lists. III ('emi:il I'¢ml,.)Iv:mia i.~ ii I~l¢:il Id:,c¢ liar I:ll)' ll~l,.'i.% l l¢illilllll lilf id'lice lllltl ind,,.~il'i:d -i~:1~'¢ i, high. ii:m;d I ;il¢.S II1¢ I i.%ill~. ¥11t'llllC)° I'lll~s IL'L'¢IIII~ :iCtlllil~'J illl'lL'L'. %%'illchotlSC :,lld I.,hli¢ qHI;I.~¢ ~'lUl,l,lcx¢~ i,I the: alii:il L'lllllillllill~ ;I Iii:lid ,,I ¢~li:,uldill;.y ;,~li¥ily ihlrmL~ Ih¢ Ihsl hall' iii' ~ Iii L h i1~. hl~ ~'li~l id IJ~ ill~. d~llll CliVillilllil~lll illlll ;lilll~l~' Illihll~'~ (IIIl' ~l'~ll~lll highway iici- I~ Ih~ Ihl~l. ;l~ ~¢11 ,~ iIl~iilll fills ~1~11 ¥1ill.. II;ihillllllc ;mil Cllii~. Ill;il ( '~'iillill ll~iill~) Ivllili~l i% llIc l) il¢~ldl;ll~'ll ilk' ~il~ HI ~l I.~ aCl~ lillY1 hll Ihc lllli,lili~'llllil OI ;I I I Illillillll ~1; iIiMlihlllilm lll- ~ Itiiv h, hl~l;llll- ~lici.. Ih~ ~¥Ol hl'~ I~lllill~ dis- ~llldil¥1~ ()lh~l Illl~ I()1)~ I,lliC~'l~ I)l~liihlllit.I ('~'ill~l hi, Whilll~Nd ['illllllllaiilli I.~iiidiil;il~ ~'iill cllli11¢¢1 )'llll hi Ihi~ iMiiWill~ III.llJ,~'ll~l;l¢~'..-~ .i iii,il ill ii, il hill Iilll~ .llqi;ll. ~'tiillhl~'lllilll ~l~l~l~lliC¢ iii ~11~ Jllll ll~'lllll~lallhiC ~'v;Ihl;lliltll. ~l¢'v~ liJMi lin~cd lllll d~llah;l~c ~ilh Ihll~ iii ~I()R. ~A Il )P ~llill ~CIM iii i,.vi,l~ illl~ll ill;ii,iii, lift iiii1' phl~' I'i~.%~ I~1 11~¢ Ill ¥i~il illll wch~.iic The i,lormation herein it ilo[ warranted and is SUbieC[ lO Corfe[[lOiI or chin[e wRho.t nodce. Ill offers. Lindmil k Contmerci~i Real[y. Inc.. can represent the ~uyerlTenin( as a b.yer's a~efl[, or the BuyerlTenant and Setlel/Landlord is · dllil [~ndmzl k ~oinmet c:al Realty. Inc.. is o,ly I epre- sem.~[ tl~e SellerlLa.dlo~ d zs z Seller's agent. ^plmlximululy .'I.SI),IXXI Si ilidllslr|nl I~ilX~ ~111 ~l ill II~ i Inll i~Ril'y ~SA iIiif- Welle~l ItlnillCd nl i)?~, siltc¢ thc I~l~ill- ni.~ .f Iht y~ar. Thc lack arliVily. Y~I. npl,am,ilic~ rCmai, in Iht (:1~ 1 ~c~llmnl, which hnd '13m ('hiss III mid h.l.~.i.I Flex =. iii,ira .1' ,lll.llll ~1~, Eflstent Submarket: ily .yin lira i~s~l yem' IGL~ Icc, ami ClllllittllCS fib I~ ill I1~ I~l~cru ~uh* mm ~¢1. I )~pilc ~..m :ckcalim~x I. newer mid ha ~t'l' Ihcililic~ in Crll Suhmal~¢l. wilh .Imm 2INI,(XXI ~1; Oudook: ~hmt~ dcmm. I G.' ~l.~C will I ~J99. roeslh- i.l~ i. heavy iV. Scwral large Clam I huihli.gs, I.- lali,g .ver XI)l),Olll) SI; 511'llCliilll, and several Ill(IfC nm i. Ihe I)hm- ninK nmi ap- Imwal 'rhi~ .~w Nimuld hcIp hl~ ~paL'~ ().r ~.rvuy ami larger wilh 51x~c nvaii;ddc IIII lira lll~ll liilll'~l. ()Wli~r I~'L'ul~i~d nail ~llV~l~llll~lll ilWll~ll I~lcilili~ ii1'~ ~xchld~d. Thc (thl~ iii' I~l~Nk:..d i!lllwlh t'iillliluwll dill 'lilt Iht .~riliul tl,I;lltCI td I')'lX .N6. I.I I ~1~ Wll.~ i.L~iliv~ly ill Iht I I;lll'i~hlll[~ DOWfltOWfl B.sJ.ess DIs(rfct: Aha,. I~il., I.lalml 2-I.XIX) SI: iiit ~iC~l iliillill¥~lll~il111~ .~ 1.71~i ~1 WaS idlsllll~ll llll, I I 'lil~ ~ i~il- lllilil'~ I~w~is It'lilliiil Shllll[~ Iii ( ~t'llllllllC)' Icvci~ iii II~ ( 'h~s Ii IIc~'lill~ ill Ih~ lirsl Illllllll'r. Acli~i- I), ill ihi~ ~l'~lil¢ill shllllhl cIIIIlillii~ spncc ;ll't~ ~.~ll~cl~tl Ill I~'1'~. Eflst ~/Ior~ ~llSilleSS ~istricl: hdnl~ ~vc~c nlG'clcd hy a Study Leasable O[fice Space 'L, 4.0 ~ ].S414SF ].721iSF C] ',; Vacanc ~, ,~ 3.5 ~,~ ~3.0 ,__ .5 --2.4614SF__ //_ '~ 0.5 -- __ 468KSF -- > Class A Class B+ Class B Class C t Owner occupied & [overmttent owned 13cdmes excluded West Shore RIjs/.ess Ah~ll, IIli.,I 2.1.8,1.5 SI;. 'rhu I~lR, mud well .s IX~t'illl;lllt:y I~V- .%ho,lid ciiiiIiilil¢. ;lllht)u,..'h ituIhcr ,i:nl:dn&-d Ill 90%. (:lass II I- ~ I~m hmil~l.I ~.~].~ S~. ~ :~ 1 I);incy sh.llhl rullsai,i slahlc II~V CIIIISIill¢lillll is 51 J :] [] HARRISBURG - T.~a%NON - CARLISLE MSA FIFTY LARGEST EMPLOYERS* 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 2O 21 22 23 24 25 26 27 28 29 3O 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 Nam~ of Pennsylvania State Goverrunent (Except Higher Education) United States Government Hershey Foods Corporation Pennsylvania Blue Shield AMP, Incorporated Penn State University (Middletown and Hershey Medical) Giant Food Stores, Inc. Harrisburg'Polyclinic Hospital Harrisburg Hospital International Business Machines Corp. (IBM) HERCO, INC. Dauphin County Government Holy Spirit Hospital Weis Markets, Inc. Capital Blue Cross Central Dauphin School District Electronic Data Systems Corporation Roadway Express, Inc. Harrisburg School District BH/M-II Inc. (C. H. Masland) Pennsylvania Higher Education (Includes Shippensburg State University) Sprint Telephone Company of Pennsylvania Sears Roebuck & Company Pizza Hut of America, Inc. ABF Freight System, Inc. United Parcel Service, Inc. Kinney Service Corporation Dauphin Deposit Bank & Trust Co. Book-of-the Month Club, Inc. Cumberland County Government City of Harrisburg Lebanon County Government The Good Samaritan Hospital Cumberland Valley School District Exel Logistics - Grocery Services, Inc. Harrisburg Area Community College Bell Telephone Company of Pennsylvania Boscov's Department Store Carlisle Hospital Milton Hershey School Rite Aid Corporation Capital Area Intermediate Unit (IR-15) Fry Communications, Inc. K-Mart Corporation J F C Temps, Inc. Nationwide Mutual Insurance Co. Depar~-~nt of Labor and Industry, Bureau of Research & Statistics * Businesses that have closed or moved out of the area have been removed. 13 Clflssiflcfllion New Construction Class A Class !! New Conslruclion Class A Class Il Bulk Warehouse Mannfachn-ing I iigh 'Fech/R&D I )()WIIh)wI1 Neil~hl)orhn()d Service Centers Commt,nily I'ower Cenlers ional Malls Iow HIRh P2'l'Klive Rental Refilal AverflRe Rnl~ Kales itenllil $11L00 $22.50 $19.(J0 $1,I.(X) $19.00 $15.50 $15.50 $1830$16.25 $16.25' $20.00 $17.50 $14..00 $17.00 $3.45 .~'j.~) $3.6s $2.5o $4.00 $31)0 $7.00 $11).75 $0.75 Total Invenln.ry (Sc!. Fi.) 0 2,000,000 9,600,000 750,000 ~,9~o, ooo. 60,000,00(I 35,000,000 2,850,000 $1L(X) $30.00 $12.(X1 6.00% 500,000 $10.75 $16.00 $13.00 23,200,000 $10.00 $1,1.50 .$10.75 6.0O $38.O0 $25.50 2,800,000 4,000,000 Developrnent Land (Price Per Acre) Classificatio, ." Low High Office iu CBI) fl'e,' Ihiihlablu !%)1) $1(10/SI; $150/SF i. I.ami in Office l)arks . $9(1,000.00 $25(1,(1(1{).00 I.and itl lndtlsh'ifll parks $7(I,0(}0.(IO $105,000.00 Office/Induslrifll Land- Non l'ark $65,000.00 $250,000.00 Retail/Commercial LmM .......... $2{}0,000.{10 "$650,000.00 I(esidenlial 52 BAND OF INVESTMENT TECHNIQUE I/We have completed a stud3' in the mortgage market as to what the most realistic terms and rates would be available for this t3pe ofinve~anent. A survey was performed contacting local lenders and commercial real estate brokers to determine the rates for mid year 1998. These rates range from 7.5% to 9.5% My/Our survey concludes that a rate of 9% would be normal for an office under a $1,000,000 loan amount. The majority of these loans are given for terms often to twenty years with the norm being fifteen years. Most commercial mo~ rates are renegotiated afar a three to five year term, with typical holding period of five to ten yeats. Most leaders will require a minimum of 20 to 30 equity position for this type of loan. Investors are requiring a return on investment capital commensurate with this risk. Investor's market indicated 8% to 12.5% return. I/We have projected a 10% return. The appraiser/s has reviewed various publications, such as The Market Source, published by Thc Appraisal Institute, The Boeckh Factor, Korpacz Real Estate Investor Survey and The Mellon Economic & Financial Bnefinff Retort. I/We also contact various local commercial lenders when surveying rates. T)~ically, these sources provide accurate rates for mortgage and yield estimation. They also provide debt coverage ratio information which is used to support my/our final capitalization rate. Following is an assumption of the terms and rates considered from the market to arrive at an ovcrall rate that will be used in capitalizing the net operating income into a value indication. I/We have used the following data as provided by the lender. The loan-to-value ratio based on 70% mortgage, 30% equity, a term of 15 years, interest rate of 9% and 10% equity return were used to calculate the capitalization rate. The overall capitalization rate per this methodology is 9.32%. 53 ADVANCED MORT~ FILE: Newville Medical Foundation, PROPERTY: 100 S. High St. Newvffi~ Pa. 17241 ANALYSIS DATE: 11-02-98 Input Variable~ Projected Holding Pedod Loan Ratio 1 Interest Rate Loan Term Investor Equity Portion Required Investor Yield (IRR) Growth Rate in Value per Year Growth Rate in Net Income per Year Soft Costs in Addition to Equity Selling Expenses in Terminal Year CALCULATION Loan 1 x Constant Equity x Required Yield LESS Credit for Equity Build-up (.70000 x 0.121712) (.30000 x 0.100000) RATIO x %PAID OFF x SINKING FUND Loan 1 70.00 1.0000 0.031474 BASIC RATE CAP RATE AT STABLE OPERATION OVERALL RATE - ROUNDED TO 15 Years 70.00% 9.00% 15 Years 30.00% 10.000% 0.000% 0.000% 0.000% 0.000% 0.0851984 0.0300000 0.1151984 -0.0220316 0.0931668 0.0931668 9.32% DEBT COVERAGE FORMULA TECHNIQUE 1 1 ] .1 1 t 1 This technique also was considered as supporting our market estimation of the overall capitalization rote. The methodology also takes into consideration, the loan to value ratio, a mortgage constant and debt coverage factor. The maximum loan under current conditions is 70%. The mortgage constant is determined by normal lending rates. The debt coverage factor ranges bev. veen I. 10 to 1.40. Debt Coverage Formula Technique is as follows: Debt Coverage Debt Service Loan To Ratio Constant Value Ratio = Overall Rate I 1.10 x .121712 x .70 = .0937 2 1.15 x .121712 x .70 " .0980 3 1.20 x .121712 x .70 -~ .1022 4 1.25 x .121712 x .70 = .1065 5 1.30 x .121712 x .70 = .1108 6 1.35 x .121712 x .70 = .1150 7 1.40 x .121712 x .70 = .1193 Thc debt coverage ratio for this loan will range between 1.10 to 1.15 which gives a value ratio range of .0937 to .0980. This ratio supports our basic overall selected capitalization rate. 1 55 CONCLUSION OF CAPITALIZATION RATE There are three techniques in determining the capitalization rate. They are the Direct Capitalization or o Market Derived rate, the extracted rates from publications and the Band of Investment Technique. supported by the Debt Coverage Ratio Formula. Direct Capitalization Chosen Indicator Market Publications Chosen Indicator Band of Investment Chosen Indicator 8.00% To 10% Say 9.0% 7.50% To I0.5% Say 9.5% 9.32% Say 9.3% Therefore, based on the above extracted data, it is my/our conclusion that thc overall rate for the subject properS., is 9.3%. CONCLUSION OF THE INCOME APPROACH Applying the indicated, overall capitalization rate of 9.3% to the Stabilized Net Operating Income of $55,459, yields an indicated stabilized market value "AS OF" October 9, 1998, of $596,333. SAY $596,000. 56 I~NPUT VARIABLES I KEY NUMBERS FILE: Newville Medical Foundation, Inc. PROPERTY: 100 S. High St. Newville Pa. 17241 ANALYSIS DATE: 11-02-98 input Variable~ Projected Holding Pedod Loan Ratio 1 Interest Rate Loan Term Investor Equity Portion Required Investor Yield (IRR) Growth Rate in Value per Year Growth Rate in Net Income per Year Soft Costs in Addition to Equity Selling Expenses in Terminal Year Initial Cash Investment Indicated Value Overall Capitalization Rate Positive Cash Flow Begins in Year First Year Numbers Annual Net Income Debt Service Annual Cash Flow Cash on Cash Yield Debt Coverage Ratio 15 Years 70.00% 9.00% 15 Years 30.00% 10.000% 0.000% 0.000% 0.000% 0.000% $178,578 $ 595,261 9.32% 1 $ 55,459 ($ 50,715) $ 4,743 2.66% 1.09 57 COST APPROACH INTRODUCTION TO COST APPROACH 1 1 1 1 !-1 L1 In the Cost Approach to value, the value of the land and the improvements are estimated separately and then added together to develop a value indication for the entire property by means of the Cost Approach. Land is usually valued "AS IF VACANT" and available for development to its highest and best use. For this process, the Sales Comparison Approach is generally the most reasonable method of valuation considered applicable. This method involves comparing similar land sales recently sold or offered for sale with the subject propert),, as vacant: and a comparative analysis is made of factors affecting value. A sale seldom possesses all the various characteristics of the subject property to the same degree. Therefore, judgment must be exercised in arriving at a final estimate of val-e of the land. Thc value of thc improvements is estimated by the reproduction cost of the structure and other site improvements, then depreciated for physical deterioration, functional obsolescence, curable or incurable; or external obsolescence if applicable for the subject property. 58 Thc following land sales arc representative of properties within thc general market area that could bc used for medical office sites. COMPARABLE LAND SALES No. Address Zoning Sale Date Sale Price Lot Size/AC Price/Acre Price/SF 1 125 Walnut Bottom Road C-G 09-95 $165,000 2.39 $69,037 Shippensburg Township $1.58 2 North Spring Garden Street C-3 01-95 $93,500 .78 $119,872 Borough of Carl isle $2.75 3 38-40 Wnlnut Bottom Road C-G 04-97 $200,00 i.23 $163,132 Shippensburg Township $3.74 4 1538 Conunerce Avenue C-I 05-97 $110,000 1.48 $74,324 South Middleton To'+~lship $ I. 17 A full detailed description of each transaction lbiiows. 59 ] ] 1 ] ] 1 -] ] ] ] -] ] ] COMPARABLE NO. 1 Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: Swope, William A. and Pauline L. A P Hotels of Pennsylvania, Inc. Walnut Bottom Road Shippensburg Township Cumberland County. Vacant Land - Level Deed Book 127, Page 942 District 36, Map 12-0320, Parcel 027 C-G, Commercial Water, Sewer, Electricity and Telephone 2.39 Acres ( 104,108 Square Feet) $165,000 September 6, 1995 $1.58 $69.037 60 COMPARABLE NO. 2 Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: Vanek, Kent G. Lehman, Wendell L. and Jeanne E. North Spring Garden Street Borough of Carlisle Cumberland County Vacant land wi~ a commercial building currently being built on the site. Deed Book 117, Page 188 District 02, Map 21-0318, Parcel 359 C-3, General Commercial Water, Sewer, Electricity and Telephone .78 Acres (33,977 Square Feet) $93,500 January 4, 1995 $2.75 $119,872 i COMPARABLE NO. 3 Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: · Highlands, Lester D. Avalon Corporation 38-40 Walnut Bottom Road Shippensburg Township Cumberland County Old house razed for fast food restaurant. Deed Book 154, Pagc 436 District 36, 33-1871-Parcel 013 C-G, Commercial General Water, Sewer, Gas, Electricity and Telephone 1.226 Acres (53,405 Square Feet) $200,000 April 1997 $3.74 $163,132 62 ] ] ] ] ] ] ] ] ] ] ] ] ] ] ] COMPARABLE NO. 4 Grantor: Grantee: Address: Property Description: Recording Information: Tax Identification: Zoning: Utilities: Lot Size: Sale Price: Sale Date: Price Per Square Foot: Price Per Acre: McCoy Business Center, et al Oyer Brothers Partnership 1538 Commerce Avenue South Middleton Township Cumberland County Vacant Land - Level Deed Book 158, Page 491 District 40, Map 09-0527, Parcel 060 C-I, Commercial Industrial Water, Sewer, Gas, Electricity and Telephone 1.48 Acres (64,469 Square Feet) $110,000 May 30, 1997 $1.71 $74,324 63 _] _] ] ] ] ] ] ] ] ] ] COMPARABLE LAND SALES ANALYSIS Sale Number Sale Date Sale Price Lot Size/Acre Unadjusted Price/SF 10-98 N/A .89 NIA 09-95 $165,000 2.39 $1.58 Time/Condition Location Zoning Utilities Lot Size/Utility Other Total Percentage Adjustment Ad usted Price/SF ADJUSTMENT ! 1-98 +6% Average - i 0% R-2 -10% Public .93 AC+/- N/A N/A N/A O% -14% $1.36 01-95 $93,500 .78 $2.75 -10% -10% 0% 0% 0% -13% $2.39 04-97 $200,000 1.23 $3.74 +3% -2O% -10% 0% O% 0% -27% $2.73 05-97 $110,000 1.48 $1.71 +3% -10% -10% 0% 0% -17% $1.42 ] ] -] -] 64 ADJUSTMENT ANALYSIS - LAND ONLY ] ] ] ] ] ] ] ] ] ] ] ] ] Time/Conditions: Location: Zoning: After contacting local commercial brokers, analyzing multi-list data and reviewing county sales and assessment data, an appreciation rate of 2% per )'ear was found appropriate. This rate varies throughout Cumberland Count3.' from 2% to 5% annually, l/We have chosen thc most conservative number for this analysis. Each comparable was adjusted appropriately to the nearest half per cent. Therefore, thc following adjustments were made: Comparable No. I Plus 6% Comparable No. 2 Plus 7% Comparables 3 & 4 Plus 3% Comparable No. I is located in a rural area near an interstate cxit with higher visibility and higher traffic count. Comparable No. 2 is a similar in-town location in the Borough of Carlislc and was developed as a laundromat. Comparable No. 3 is located abutting a community shopping center with strong visibility and high traffic count. Comparable No. 4 is located in a new, commercial office/warehouse/industrial arca with visibility from thc intcrstate. superior to the subject property. Comparable Nos. 1, 2 and 4 Comparable No. 3 All comparablcs arc considered Minus 10% Minus 20% The subject property is zoned R-2, Medium Density ReSidential. All four sales are zoned for commercial use which allow medical facilities and are considered superior to the subject. Comparable Nos. 1, 2, 3 and 4 Minus 10% 65 RESTRICTED APPRAISAL REPORT GRAHAM MEDICAL CLINIC 100 SOUTH HIGH STREET NEWVILLE, PENNSYLVANIA PREPARED FOR JOHN GRAHAM LIBRARY BOARD OF DIRECTORS AND NEWVILLE MEDICAL FOUNDATION BY LARRY E. FOOTE DIVERSIFIED APPRAISAL SERVICES 35 EAST HIGH STREET, SUITE 101 CARLISLE, PENNSYLVANIA 17013-3052 (717) 249-2758 TABLE OF CONTENTS PAGE NO. Table of Contents .................................................................................................... 2 Letter of Transmittal ............................................................................................... 3 Summary of Important Facts and Conclusions ......................................................... 4 Appraisal Certificate ............................................................................................... 5 Purpose of the Appraisal ......................................................................................... 7 Location Analysis ................................................................................................... 8 Zoning .................................................................................................................. 10 Ownership History ................................................................................................ 11 Estimated Marketing Time ........................................................................ · ............ 11 Economic Trends .................................................................................................. 11 Site Description ..................................................................................................... 12 Improvements ....................................................................................................... 13 Taxes and Assessment ........................................................................................... 15 Highest and Best Use ............................................................................................ 16 Cost Approach ...................................................................................................... 19 Sales Comparison Approach ................................................................................. 22 Income Approach .................................................................................................. 26 Reconciliation and Final Value Estimate ............................................................... 29 Underlying Assumptions and Limiting Conditions ................................................ 30 Certificate of Appraisal ......................................................................................... 33 Qualifications of the Appraiser Photographs of the Subject Property Location Map 2 Diversified Appraisal Services Real Estate Appraisers and Consultants 35 East High Street Carlisle, PA 17013-3052 (717) 249-2758 FAX (717) 258-4701 April 11, 2001 TO: John Graham Library Board of Directors and Newville Medical Foundation FM: Larry E. Foote Restricted Appraisal Report Graham Medical Clinic 100 South High Street Newville, Pennsylvania At your request, I have appraised the captioned property. The restricted appraisal report, which follows this letter, is submitted in support of my opinion of Market Value of the Fee Simple Interest in the property, as of March 8, 2001. I hereby certify that, to the best of my knowledge and belief, the data, facts, and opinions set forth therein, are accurate, subject to the Statement of Assumptions and Lim- king Conditions that is also made a part of the report, and that the indicated Market Value of the subject property, as of March 8, 2001 is: FIVE HUNDRED AND NINETY-TWO THOUSAND DOLLARS $592,000 This restricted appraisal has been made using the Departure Provision in accor- dance with the guidelines set forth by the Appraisal Standards Board and is in conformity with the standards of professional practice of the National Association of Realtors Ap- praisal Section. I appreciate your having considered me for this assignment and trust that you find the report entirely satisfactory. Respectfully submitted, Certified General Appraiser GA-000014-L SUMMARY OF IMPORTANT FACTS AND CONCLUSIONS LOCATION: TAX PARCEL NUMBER: OWNERSHIP: LAND SIZE: ZONING: FLOOD HAZARD DATA: 100 South High Street Newville, Pennsylvania 28-20-1756-005 Newville Medical Foundation, Inc. 40,591 square feet. R-2, Medium Density Residential District. The subject building is not located in a FEMA identified flood hazard area according to map #421579-0001-A. PROPERTY RIGHTS: Fee simple interest. SCOPE OF ASSIGNMENT: The scope of the assignment included an analysis of the subject's area, an inspection of the subject property, an es- timation of the property's highest and best use, considera- tion of all three approaches to value, and the application of those relevant to the valuation of the subject. IMPROVEMENTS: One-story detached medical center building. OBJECTIVE: To estimate the market value of the subject property as un- encumbered. USE OF THE APPRAISAL: To establish a sale price. EFFECTIVE DATE: March 8, 2001. HIGHEST AND BEST USE: Continued use as a medical clinic. COST APPROACH: SALES APPROACH: INCOME APPROACH: VALUE CONCLUSION: N.A. N.A. $583,000 $592,000 4 APPRAISAL CERTIFICATE I hereby certify that upon application for valuation by: JOHN GRAHAM LIBRARY BOARD OF DIRECTORS NEWVILLE MEDICAL FOUNDATION the undersigned personally inspected the following described property: All that certain tract of land, with the improvements thereon erected, situate in the Borough of Newville, Cumberland County, Pennsylvania, more particularly bounded and described as follows: Beginning at a railroad spike at the comer of land now or formerly of Viola Keck and Vine Street; thence along the curb line of Vine Street North 65 degrees 45 minutes East 210.00 feet to a railroad spike at the comer of Vine Street and South High Street; thence along the curb line of South High Street South 23 degrees 04 minutes East 238.67 feet to a point in the middle of the Big Spring; thence along the middle of the Big Spring South 89 degrees 18 minutes West 224.78 feet to a point in the middle of Big Spring; thence along the land now or formerly of Viola Keck North 24 degrees 45 minutes West 143.83 feet to the place of beginning. Containing 40,591 square feet. To the best of my knowledge and belief the statements contained in this report are true and correct, and that neither the employment to make this restricted appraisal report nor the compensation is contingent upon the value reported, and that in my opinion the Market Value as of March 8, 2001 is: FIVE HUNDRED AND NINETY-TWO THOUSAND DOLLARS $592,000 5 The property was appraised as a whole, subject to the confingem and limiting conditions outlined herein. Larry E. Foote Certified General Appraiser GA-000014-L PURPOSE OF THE APPRAISAL The purpose of this restricted appraisal is to estimate the Market Value of the sub- ject property as of March 8, 2001. Market Value is defined as the most probable price which a property should bring in a competitive and open market under all conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a speci- fied date and the passing of title from seller to buyer under conditions whereby: a. Buyer and seller are typically motivated. b. Both parties are well informed or well advised, and each acting in what he considers his own best interest. c. A reasonable time is allowed for exposure in the open market. d. Payment is made in terms of cash in U.S. dollars or in terms of fi- nancial arrangements comparable thereto. e. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone associated with the sale. 7 LOCATION ANALYSIS The subject property is located in the south central part of Pennsylvania in Cum- berland County. Cumberland County has pronounced boundaries. The Susquehanna River forms the eastern boundary shared with Dauphin County and the state capitol, Har- risburg The Yellow Breeches Creek forms the southeastern boundary with York County. The boundary then extends to the southwest following the Paney and South Mountains. That line also constitutes the southern boundary with Adams County. The southwestern boundary with Franklin County is traced by Laughlin Run, Middle Spring Creek, Gum Run, and Maines Run while the ridge line of Blue Mountain forms the northern boundary with Perry County. Based upon statistics from the Commonwealth of Pennsylvania Department of Labor and Industry Bureau of Research and Statistics, total civilian labor force in the Harrisburg-Carlisle-Lebanon MSA as of March, 2000 was 341,800, down 3,600 from March, 1999, which was 345,400. The unemployment rate for Cumberland County as of March, 2000 was 2.3 percent, down .3 percent from March, 1999 which was 2.6 percent. These figures of unemployment are lower than 4.4 percent for the commonwealth of Pennsylvania. Over the year service producing industries are up 2,300 jobs and goods producing industries are down 1,100 jobs. Major east-west transportation links serving the general area are U.S. Route 22 and 322, Interstate Route 78, and Interstate Route 76. Major nearby north-south arteries include Interstate Route 81, Interstate Route 83, and U.S. Routes 11 and 15. Rail service is provided by Amtrak on ConRail's line. The rail terminal is located in downtown Har- risburg. Air transportation includes four airports with Harrisburg International Airport serving the major carriers of U.S. Air, American, and Pennsylvania Commuter Air Lines. General aviation is also served by Capital City Airport and the Carlisle Business Airport. Higher education is offered through the Harrisburg Area Community College, the University Center at Harrisburg, Pennsylvania State University at Harrisburg, Dickinson College and Dickinson Law School. Millersville State University, Shippensburg State University, Susquehanna University, Franklin and Marshall College, and York College, among others, are all within a one hour drive of the general area. Newville is located in the southeast section of central Pennsylvania, approxi- mately thirty miles from Harrisburg, the state capitol. The town itself is presently under- going a considerable degree of renovation and restoration of older properties. Employ- ment opportunities are good, with Commonwealth of Pennsylvania, Hershey Foods Cor- poration, AMP Incorporated, Herco, Inc., BetNehem Steel, Harrisburg Hospital, Penn- sylvania Blue SNeld, Rite Aid Corporation, Hershey Medical Center, Carlisle Barracks, PPG Industries, Carlisle Tire and Wheel and Lear Corp. being the major employers in the area. There are also manufacturers of crystals, paper products, and steel products in nearby Carlisle. ZONING The subject property is located in an area which is zoned R-2, Medium Density Residential District. These districts are primarily intended for medium density residential uses where centralized utilities are provided. Certain community commercial uses are conditionally permitted in these districts in order to allow the development of neighbor- hood commercial services which are designed to meet the daily needs of surrounding residential areas and which protect the surrounding residential environment. In the Medium Density Residential District, no building or premises shall be used and no building or part of a building shall be erected or altered which is arranged, in- tended or designed to be used in whole or in part for any use except the following: A. Any permitted use or accessory use as listed and regulated in the R-1 District. B. Conversions of an existing residential structure fi.om a one-family dwelling to a two or more family dwelling, subject to the conditions listed in the Zoning ordinance. C. Boarding, lodging or rooming house. D. Places of worship. E. Educational institutions. 10 OWNERSHIP HISTORY The subject property is owned by Newville Medical Foundation, Inc. The vacant property was purchased on August 14, 1972 for a reported consideration of $14,000 and ownership transferred on deed reference 24-T-623. ESTIMATED MARKETING TIME It is estimated that if the subject property were offered for sale at the indicated Market Value, a reasonable marketing time would be six to twelve months. This estimate is based upon quarterly sales figures published by Cemral Penn Multi List, Inc. ECONOMIC TRENDS Historically, rental income for similar properties has steadily increased, with va- cancy rates remaining stable. Financing is readily available to qualified purchasers at reasonable rates and terms. 11 SITE DESCRIPTION The subject site is rectangular in shape, consists of a total area of approximately 40,591 square feet, and has approximately 238.67 linear feet of macadam road frontage along South High Street. There is also approximately 210 linear feet of macadam road frontage along-Vine Street. The site is relatively level throughout and there does not appear to be any drain- age problems. According to the Federal Emergency Management Agency map number 421579-0001-A, the building is not located in an area which is prone to flooding. In the absence of core boring, it has been assumed that there arc no mineral deposits of a commercial nature underlying the subject site. For the same reason, it is assumed that there are no unusual sub-soil conditions that would adversely affect the sub- ject site. Access to the site is via South High Street and Vine Street, and visibility of the site from these roadways is considered to be good. Utilities available at the site include water, sewer, electridty and telephone ser- vice. There appears to be sufficient capacity in each of these utilities to permit optimum utilization of the site. 12 IMPROVEMENTS The subject property is improved with a one-story detached building containing a total of approximately 6,176 square feet of gross building area above grade, constructed over a partial basement and crawlspace. This building, which was constructed in 1973 and expanded in 1995, is presently being utilized as a medical clinic. The foundation walls of this structure are of concrete block and the exterior walls are of brick. Roofing is of the gable type, covered with asphalt shingles. Gutters and downspouts are of painted aluminum. Windows are of the vinyl-clad thermopane type and exterior doors are of insulated steel or insulated steel with glass in the upper one-half. Attached to the front of the building is a small covered porch, and there is a concrete patio located at the rear of the building. The interior of the building is divided into a vestibule, waiting room, receptionists office, emergency room, xray room, xray waiting room, laboratory, two storage rooms, break room, twelve examination rooms, three private offices, patient education room, dic- tation room, and seven restrooms. Interior floor coverings are of asphalt tile blocks and carpet. Interior walls and ceilings are of painted drywall. Interior doors are of painted Masonite and interior trim is of painted wood. The building is heated and cooled by five Weatherking electric heat pumps. Wa- ter is heated by an eighty-gallon electric water heater, and plumbing is of plastic and cop- per. Electricity is distributed by an 800-ampere circuit breaker electrical service. The building is equipped with a hard-wired smoke, fire and burglar alarm system; and a Li- thonia emergency lighting system. 13 The site is further improved with a lawn with mature trees and shrubs, and ap- proximately 12,216 square feet of asphalt parking areas which are illuminated by pole- mounted and wall-mounted lamps. All improvements are considered to be in good condition on the interior and on the exterior, with mechanical systems appearing to be adequate and functioning properly. 14 TAXES AND ASSESSMENT The real estate tax assessment, synonymous with assessed value, is the official valuation level of property for advalorem tax purposes. Since the assessment is a dollar amount assigned to taxable property by the assessor for the purposes of taxation, it may not reflect the independent value conclusions found within this report. The following is the assessment and tax liability for the subject property as determined by the County As- sessor's Office: Assessment: Land $ 77,540 Improvements 510,330 Total $587,870 Mill Rates: Borough County School Total .0016657 .0018820 .0126940 prQe~ed .0162417 Tax Liability: Borough County School Total $ 979.22 1,106.37 7,462.42 $9,548.01 15 HIGHEST AND BEST USE Highest and Best Use is defined by the Appraisal Terminology and Handbook, published by the Appraisal Institute, as "the most profitable likely use to which a prop- erty can be put". The opinion of such use may be based on the highest and most profit- able.continuous use to which the property is adapted and needed, or likely to be in de- mand, in the reasonable near future. However, elements affecting value that depend upon events or a combination of occurrences which, while within the realm of possibility, are not fairly shown to be rea- sonably probable, should be excluded from consideration. Also, if the intended use is dependent on an uncertain act of another person, the intention cannot be considered. The following tests must be passed in determining the highest and best use of the subject property. a. The use must be physically possible. The size, shape, and topography of the site affect pOssible uses for which it can be developed. b. The use must be legal, i.e., permitted under zoning and other municipal, county, state, or federal regulations. c. The use must be financially feasible, probable, and not speculative. There must be an economic, social, or market demand for the existing or proposed use. All uses that are eXPected to produce a positive return are regarded as fi- nancially feasible. d. Finally, the highest and best use must be that which produced the highest pos- sible net return for the longest period of time. ¸16 The highest and best use of the site as vacant may be different from the highest and best use as currently improved. This is most likely to occur with older properties, where physical condition, market changes, and neighborhood changes have been signifi- cant since the period when originally constructed. HIGHEST AND BEST USE AS VACANT: ..... The highest and best use of the property as vacant assumes the site has no existing improvements. This concept is important to the appraisal report as it is carded through to the valuation of the land in the cost approach, if applicable. It assists in the selection of comparable sales of vacant sites to apply to the subject site. Considering the physical characteristics of the site, neighborhood uses, current zoning, location, and financial pa- rameters, it is my opinion that the highest and best use of the subject property, as vacant, would be for construction of a multi-family residential building. HIGHEST AND BEST USE AS IMPROVED: The analysis of highest and best use of a property as improved addresses what use should be made of the current improvements. Possible choices include renovation, ex- pansion, demolition, or maintaining its current use with no changes. Considering the physical characteristics of the property, neighborhood uses, current zoning, location, and financial parameters, it is my opinion that the highest and best use of the subject property, as improved, is for continued use as a medical center building. 17 THE APPRAISAL PROCESS Three approaches to value are generally included in an appraisal report. These techniques include the cost approach, sales comparison approach, and income approach to value. ..... The cost approach to value is based on the assumption that the reproduction cost of a building plus land value, tends to set the upper limit to value. A key assumption is that a newly constructed building would have advantages over the existing building, therefore an evaluation focuses upon disadvantages or deficiencies (depreciation) of the existing building compared to a new facility. The sales comparison approach to value assumes that under normal conditions, a given number of parties acting intelligently and voluntarily, tend to set a pattern from which value can be estimatedi Application of this approach relies on a comparison of the subject with a sufficient number of recent transactions of comparable properties in the market, based on a common unit, such as price per square foot of building area. The income apProach concerns itself with present worth of the future potential benefits of a property. The initial estimate involves the net income, which a fully in- formed person is justified in assuming the property will produce during its remaining use- ful life. This estimated net income is then capitalized into a value estimate, based upon the level of risk as compared with that of a similar type and class. At the request of the client and in accordance with the departure provision of the Uniform Standards of Professional Appraisal Practice, only the income approach to value has been applied to the subject property and is subsequently presented. 18 THE COST APPROACH The cost approach to value is based on the principle of substitution, which pro- poses that an informed buyer will pay no more than the cost of providing a substitute property with similar utility. ..... In estimating the value of the subject property by the cost approach, the following steps must be completed: a. Estimate the value of the site to its highest and best use as though vacant, which we have done. b. Estimate the reproduction or replacement cost of the improvements on the ef- fective date of the appraisal. This includes direct and indirect costs. c. Estimate other costs incurred after construction to being the new, vacant building up to market conditions and occupancy levels.. d. Estimate entrepreneurial profit, when appropriate, from an analysis of the market. e. Add estimated replacement or reproduction cost, indirect costs, and entrepre- neurial profit, often expressed as a percentage of total direct and indirect costs to arrive at the total replacement or reproduction cost of the primary structure. f. Estimate the amount of accrued depreciation in the structure, which is divided into three major categories; physical deterioration, functional obsolescence, and external obsolescence. 19 g. Deduct the estimated depreciation from the total reproduction or replacement cost of the structure to derive an estimate of the structure's depreciated repro- duction or replacement cost. h. Estimate reproduction or replacement costs and depreciation for any acces- sory buildings and site improvements, and then deduct estimated depreciation from the reproduction or replacement costs of these improvements. Site im- provements and minor building improvements are often appraised at their ne~ value, i.e., directly on a depreciated cost basis. i. Add the depreciated reproduction of replacement costs of the structure, the accessory buildings, and the site improvements to obtain the estimated total depreciated reproduction or replacement cost of all improvements. Add the land value to the total depreciated reproduction or replacement cost of all improvements to arrive at the indicated value of the fee simple interest in the property. k. Adjust the indicated fee simple value to reflect the property interest being ap- Praised, if necessary, to produce an indicated value for the interest in the sub- ject property. Comparison is the essence of the cost approach to value, similar to the sales comparison and income approaches.' Construction costs, plus land values, are compared to the values of existing improved properties. The four principles used for the sale comparison approach (substitution, supply and demand, balance, and externalities), are also applicable to the cost approach. 20 So the cost approach to value can be derived and equitably compared with the other approaches to value, adjustments for accrued depreciation from all causes are deducted from the reproduction cost, including: a. Physical Deterioration: Physical wearing out of property. b. Functional Obsolescence: Lack of desirability in terms of layout, style and design as compared to that of a new property, serving the same func- tion. c. External Obsolescence: Loss of value from causes outside the property it- self. The cost approach to value is most applicable for new properties, where the components of physical deterioration and functional and external obsoles- cence are small. The Marshal Valuation Service is used in this approach with actual costs for the subject property. The Marshall Valuation Service is a complete, dependable appraisal guide for developing replacement costs, depreciated values, and insurable values of buildings and other improvements. Modifiers are applied to make the cost applicable to any size building in any locality. Known costs for locally con- structed properties are also analyzed and compared with derived cost esti- mates. The land value is based on comparable land sales using the same tech- niques as applied in the sales comparison approach. 21 At the request of the client, and in accordance with the departure provision of the Uniform Standards of Professional Appraisal Practice, the cost ap- proach to value has not been included in this appraisal report. 22 THE SALES COMPARISON APPROACH The sales comparison approach is a process of comparing market data, that is, the prices paid for similar properties, prices asked by owners, offers made by prospective purchasers willing to buy, and rents and leases. ~- In applying the sales comparison approach, various appraisal principles are ap- plied, ensuring that all relevant issues have been included in the analysis. The principles of primary importance are supply and demand, balance, substitution, and externalities. Additionally, a fundamental premise of the sales comparison approach is the concept, that from analysis of sales of reasonably similar properties, an appraiser has a factual basis upon which to estimate the value of the subject. Proper application of the sales compari- son approach requires that: a. Only market transactions be weighed, and the date of each transaction be con- firmed to the greatest extent possible. b. The degree of comparability of each sale to the subject be considered. c. The value conclusion be consistent with the analysis of the sales data. A definition of market value is: "The most probable price which a property should bring in a competitive and open market under ali conditions requisite to a fair sale, the buyer and seller, each acting prudently, knowledgeably and assuming the price is not affected by undue stimulus. Implicit in this definition is the consummation of a sale as of a specified date and the passing of title from seller to buyer under conditions whereby: a. Buyer and seller are typically motivated. 23 b. Both parties are well informed or well advised, and each acting in what he considers his own best interest. c. A reasonable time is allowed for exposure in the open market. d. Payment is made in terms of cash in U.S. dollars or in terms of financial ar- rangements comparable thereto. The price represents the normal consideration for the property sold unaffected by special or creative financing or sales concessions granted by anyone asso- ciated with the sale. The degree of comparability that exists between a sale and the subject is often a function of the volume of sales activity in a market. For any class of real estate, if sales are infrequent, the market area must be expanded in scope of time and or geography to whatever extent is necessary to accumulate sufficient data on which to base a judgment. To judge the degree of comparability between a sale and the subject, sev- eral guidelines can be applied. a. The sale should be in the same market as the subject. To the extent that-a market is a meeting place for buyers and sellers of real estate of a given type, the boundaries of the market are set by the participants in merchandising and absorbing competitive properties. The boundaries of a market area are consequently economic in character, and not purely physical or geographic. 24 b. Physical characteristics of the sale and subject should be as similar as possible in terms of size and amenities customarily found within the applicable class of real estate. c. Real estate price trends over time must be taken into consideration. d. The functional adequacy of the sale property and the subject should be competitive in terms of the ability of each to support similar functions. At the request of the client, and in accordance with the departure provision of the Uniform Standards of Professional Appraisal Practice, the sales comparison approach to value has not been included in this appraisal report. 25 THE INCOME APPROACH The income approach is a method of converting income streams into present worth. Income and expense data for the subject property has been collected from the property owner's income and expense summary and adjusted to include a property man- agement fee. The present lease rate of $5,300 per month is equal to $10.30 per square foot of gross building area per year. This rate is considered to be less than fair market rent level, based upon office rental rates from medical office buildings in the Carlisle area. Therefore, the fair market rental rate of $12 per square foot has been used in the income and expense summary contained in this appraisal report. Analysis of this data resulted in a projected annual net operating income of $52,603. Using this approach, the net operating income should be sufficient to cover total mortgage payments and offer a return on equity investment. The net operating income is capitalized to obtain an estimate of value by income approach. Using the band of investment technique to develop a capitalization rate, the ap- praiser contacted lending institutions to determine the availability and terms of invest- ment capital, and the equity return desired by investors in this type investment. It was found that eighty percent of the property value could be borrowed at seven and three- fourths percent interest per annum for a term of twenty years, adjusted at the end of five years. Also, investors desire an equity yield of five percent. The mortgage constant under the abOVe terms would be .098514. Applying the band of investment technique, the overall capitalization rate is developed in the following manner: 26 .80 x .098514 = .078811 · 20 x.050000 = .010000 .088811 Based upon the above, capitalizing the net operating income at the overall capi- talization rate of .088811 indicates a value of $52,603/.088811 = $592,302.76. There- fore, the Market Value of the subject property by the income approach is best estimated at $592,000. 27 INCOME AND EXPENSE SUMMARY SCHEDULED INCOME: 6,176 square feet ~ $12 = $74,112 OPERATING EXPENSES: Water and sewer Security alarm services Projected property taxes Repairs and maintenance Property management at 5% Replacement reserve Total Operating Expenses 1,443 895 9,548 5,417 3,706 5OO 21,509 NET OPERATING INCOME: $52,603 28 RECONCILIATION AND FINAL VALUE ESTIMATE Reconciliation is the analysis of alternative conclusions to arrive at a final value estimate. Reconciliation is required because different value indications result from the use of multiple approaches to value and within the application of a single approach. .~- The final value estimate is not derived simply by applying technical and quantita- tive procedures; rather, it involves the exercise of judgment. The value conclusion reached must be consistent with market thinking. The parts of this appraisal report are the following approaches to value your ap- praiser used: Value Indicated by Cost Approach N.A. Value Indicated by Sales Comparison Approach N.A. Value Indicated by Income Approach $592,000 These approaches are representative of the market value of the property. I have carefully examined each step in each method, and I believe the conclusions accurately reflect the attitude of typical purchasers of this type property in this neighborhood. It is my belief that this reexamination has confirmed the original conclusions. As a result of this restricted appraisal and analysis, it is this appraiser's considered judgment and opinion that the Market Value of the subject property, as of March 8, 2001 FIVE HUNDRED AND NINETY-TWO THOUSAND DOLLARS $592,000 29 UNDERLYING ASSUMPTIONS AND LIMITING CONDITIONS SUBJECT TO THIS APPRAISAL as to the title, which is assumed to be marketable. ..... though under responsible ownership. 2. 3. I assume no responsibility for matters legal in nature, nor do I render any opinion The property is appraised as The legal description used herein is correct. I have made no survey of the subject property, and the boundaries are taken from records believed to be reliable. 4. I assume that there are no hidden or unapparent conditions of the property, subsoil or structures which would render it more or less valuable. I assume no responsi- bility for such conditions or for engineering which might be required to discover such factors. 5. The information, estimates, and opinions furnished to me and contained in this re- port were obtained from sources considered to be reliable and believed to be true and correct. However, no responsibility for accuracy can be assumed by me. 6. This appraisal report is to be used in its entirety and only for the purpose for which it was rendered. 7. Neither all nor any part of the contents of this appraisal report, (especially any conclusions as to value, the identity of the appraiser or the firm with which he is connected) shall be reproduced, published, or disseminated to the public through advertising media, public relations media, sales media, or any other public means 30 of communication, without the prior written consent and approval of the ap- praiser. 8. Unless otherwise stated in this report, the existence of hazardous material, includ- ing without limitation asbestos, polychlorinated biphenyls, petroleum leakage, or agricultural chemicals, which may or may not be present on the property, was not -~- observed by the appraiser. The appraiser has no knowledge of the existence of such. materials on or in the property. The appraiser, however, is not qualified to detect such substances. The presence of substances such as asbestOs, urea- formaldehyde foam insulation, or other potentially hazardous materials may affect the value of the property. The value estimate is predicated on the assumption that there is no such material on or in the property that would cause a loss in value. No responsibility is assumed for any such conditions, or for any expertise or engi- neering knowledge required to discover them. The client is urged to retain an ex- pert in this field, if desired. 9. I do not have knowledge or experience required to evaluate whether physical changes have to be made to existing facilities to conform to the Americans With Disabilities Act regulations or whether alterations or new construction meets the requirements. Therefore, the value reported is based upon the assumption that the subject property conforms to the ADA regulations. The client is urged to retain an expert in this field, if desired. 10. Acceptance of and/or use of this appraisal report constitutes acceptance of the foregoing assumptions and limiting conditions. 31 11. Adherence to the confidentiality requirement of the Uniform Standards of Profes- sional Appraisal Practice requires that, prior to making any copies of the appraisal report or having discussions related to this appraisal assignment with anyone other than the client, approval fi.om the client be obtained in writing. Upon re- ceipt of said written authorization, copies of the appraisal report shall be produced ..... or discussions with a third party may be held. Fees for these additional services shall be mutually agreed upon and are payable in advance. 12. This appraisal was prepared for the exclusive us of the client idemified in this ap- praisal report. The information and opinions contained in this appraisal set forth the appraiser's best judgment in light of the information available at the time of the preparation of this report. Any use of this apPraisal by any other person or en- tity, or any reliance or decisions based on this appraisal are the sole responsibility and at the sole risk of the third party. The appraiser accepts no responsibility for damages suffered by any third party as a result of reliance on or decisions made or actions taken based on this report. 32 CERTIFICATE OF APPRAISAL Your appraiser hereby certifies that: 1. I have no present or contemplated future interest in the subject property. 2. I have no personal interest or bias with respect to the subject matter of this ap- .... praisal report or the parties involved. My findings are not based on the employ- ment to make the restricted appraisal, a requested minimum valuation, a specific valuation, or the approval of a loan. 3. To the best of my knowledge and belief, the statements of fact contained in this appraisal report, upon which the analyses, opinions, and conclusions expressed herein are based, are true and correct. 4. This restricted appraisal report sets forth all of the limiting conditions (imposed by the terms of my assignment or by the undersigned) affecting the analyses, opinions, and conclusions contained in this report. 5. This restricted appraisal report has been made in conformity with the Uniform Standards of Professional Appraisal Practice adopted by the Appraisal Standards Board of the Appraisal Foundation, and is subject to the requirements of the Code of Professional Ethics and Standards of Professional Conduct of the Appraisal Section of the National Association of Realtors. 6. No one other than the undersigned prepared the analyses, conclusions, and opin- ions concerning real estate that are set forth in this restricted appraisal report. 7. This restricted appraisal report has been completed in a manner that does not mis- lead or confuse the client or the intended users of the report. 33 8. The appraiser has advised the client that the assignment calls for something less than, or different from the work required by the specific guidelines. 9. The client has agreed that the performance of a restricted appraisal would be ap- propriate. Larry E. Foote Certified General Appraiser GA-000014-L 34 LARRY E. FOOTE REAL ESTATE APPRAISER EXPERIENCE: 1979-Present: Chief Appraiser, Diversified Appraisal Services, Carlisle, Pa. Principal Broker, LaRue Development Company, Carlisle, Pa. 1976-1979: Associate Broker, Colonial Realty, Carlisle, Pa. 1972-1976: Realtor Associate, Jack Gaughen Realtor, Carlisle, Pa. Appraisal experience included undeveloped land, farms, building lots, single-family dwellings, mobii~ home parks, medical centers, nursing homes, motels, apartment buildings and complexes, office buildings, service stations, veterinary clinics, rehabilitation centers, retail buildings, day- care centers, warehouses, and manufacturing facilities. EDUCATION: Bachelor of Business Administration, Pennsylvania State University, 1976. Associate Bachelor of Business Administration, Harrisburg Area Community College, 1974. Diploma, Carlisle Senior High School, 1965. Certificate, Pennsylvania Realtors Institute, GRI I, GRI II, GRI III. Certificate, Realtors National Marketing Institute, CI 101, CI 102, CI 103, CI 104, CI 105. Standards of Professional Practice, American Institute of Real Estate Appraisers. Real Estate Appraisal Principles, American Institute of Real Estate Appraisers. Residential Valuation, American Institute of Real Estate Appraisers. Appraisal Procedures, Appraisal Institute. Principles of Income Property Appraising, Appraisal Institute. Case Studies in Real Estate Valuation, Appraisal Institute. Report Writing and Valuation Analysis, Appraisal Institute. PROFESSIONAL LICENSES: General Appraiser #GA-000014-L, Commonwealth of Pennsylvania. Real Estate Broker #RB-029729-A, Commonwealth of Pennsylvania. PROFESSIONAL DESIGNATIONS: GRI: Graduate of the Pennsylvania Realtors Institute, awarded by the Pcnnsyl- vania Association of Realtors. CPS: Certified Residential Specialist, awarded by the Realtors National Market- ing Institute of the National Association of Realtors. CCIM: Certified Commercial Investment Member, awarded by the Realtors National Marketing Institute of thc National Association of Realtors. PROFESSIONAL ORGANIZATION AFFILIATIONS: National Association of Realtors Appraisal Section. Carlisle Association of Realtors. Pennsylvania Association of Realtors. National Association of Realtors. Realtors National Marketing Institute. 35 PAST CLIENTS: Borough of Carhsle Keystone Financial Mortgage Cornerstone Federal Credit Union Pennsylvania State Bank Commerce Bank Cumberland-Perry Association for Retarded Citizens Carlisle Suburban Authority Members 1~ Federal Credit Union Pennsylvania National Bank Evans Financial Corporation -- 43reenawalt & Company, CPA Smith's Transfer Corporation Carlisle Department of Parks and Recreation Executive Relocation Services Carlisle Area School District Messiah Homes, Incorporated ERA Eastern Regional Services Pennsylvania Turnpike Commission Chase Home Mortgage Corporation Defense Activities Federal Credit Union Pennsylvania State Employees Credit Union PNC Mortgage Corporation F&M Trust Company .~ National City Mortgage Corporation Washington Mutual Home Loans, Inc. Prudential Relocation Services Lender's Choice Market Intelligence, Incorporated United Telephone Employees Federal Credit Union Cumberland County Commissioners Allstate Enterprises Mortgage Corporation Dickin~qon College PPG Industries, Incorporated Gettysburg College Redevelopment Authority of Cumberland County Record Data Appraisal Services, Incorporated First United Federal Savings Association Fulton Bank United States Marshall Service GMAC Mortgage Corporation orrstown Bank Letterkenny Federal Credit Union BancPlus Mortgage Corporation Coldwell Banker Relocation Services, Incorporated Central Pennsylvania Savings Bank Mellon Bank Provident Home Mortgage Corporation Various law firms and individuals 36 : .-" ..-D'PPE R · .o.PRI NK FO W~$T HILL 21003 CLEVERSBURG WALNUT ~OOtHAYS 6ROYE 6REYTHORNE PENN CUMliItNGSTOWN OKE DI LAUREL SUBSECT PROPP_.~TY I~OCAT~O~ MAP COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND : SS. : AFFIDAVIT AND NOW COMES, STEVEN W. BARRET , who duly sworn acccrdin~ to ~ .... ~w, deposes --= ~ says that: being 1. He is a sui juris adult individual who resides at /g~ ~/e ~/~/~ ~. C/~/t~ /~ ~ and whose office address is 124 -126 NORTH HANOVER STREET, CARLISLE, PA 17013 2. He is familiar with the property of the Newville Medical Foundation, Inc., located at Newville, Pennsylvania 17241, 100 South High Street, (herein "The Property") and has personally inspected the same. 3. He is acquainted with the value of Real Estate in the locality of The Property by virtue of ~ years experience in the Real Estate Brokerage business in Cumberland County, Pennsylvania, and by virtue of personal knowledge. 4. He has performed the appraisal of The Property dated as of October 9, 1998, and is of the opinion that the present fair market value of The Property remains at $ 575,00.000 as determined by that appraisal. 5. He has examined the Sale Contract dated Qctober 8, 1999, for the proposed private sale of The Property. 6. He is not in any manner personally interested in the proposed sale of The Property. 7. He is of the opinion that the proposed consideration (and terms of the proposed sale) is more than can be obtained at public sale. STEVENW. BARRETT SWORN TO AND SUBSCRIBED before me, the undersigned ~ Notary Public, on this ~ day of ~C~-~b~ , 1999. Nota~ublic NOTAMAL .f~AL TI~a M. BKXS~k~S, NMa/y ~br, c ~pp~,,~siwrg Box'u, C. urnl)M,kznd. C~., PA COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND : SS. : AFFIDAVIT AND NOW COMES, William A. Bassett , being duly sworn according to law, deposes and says that: who 1. He is a sui juris adult individual who resides at 913 Arm- strohK Road, Carlisle~ Pennsylvania and whose office address is 33 South Pitt Street~ Carlisle~ PA 17013 2. He is familiar with the property of the Newville Medical Foundation, Inc., located at 100 South High Street, Newville, Pennsylvania 17241, (herein "The Property") and has personally inspected the same. 3. He is acquainted with the value of Real Estate in the locality of The Property by virtue of 14 years experience in the Real Estate Brokerage business in Cumberland County, Pennsylvania, and by virtue of personal knowledge. 4. He is familiar with the appraisal of The Property prepared by Steven Barrett dated as of October 9, 1998, and is of the opinion that the present fair market value of The Property remains at $ 575,00.000 as determined by that appraisal. 5. He has examined the Sale Contract dated October 8, 19~ for the proposed private sale of The Property. 6. He is not in any manner personally interested in the proposed sale of The Property. 7. He is of the opinion that the proposed consideration (and terms of the proposed sale) is more than can be obtained at public sale. DATED: November 15. 1999 SWORN TO AND SUBSCRIBED before me, the undersigned Notary Public, on this 15th day of November , 1999. William A. Bassett PA General Certified Appraiser PA Associate Broker ~o-t a-ry fubiic Christine E. Shughart, Notary Public Carlisle Boro, C_umbertandCounty _My Commission Expires Oct. 9, 2000 Memt~r. Pennsylvania As$oci.~tio. of NOUIfl~II ~. ce 0 0 c-e. el, e, o ~ o 0 o ;.6 0 c~ · -~ 0 IJ o o ce. ¢) 0 o o 0~ ~:~ ce n 0 o ~ bq ' q:::l c+ ":1 · .! ,-. o 0 ~. ,,,,j. i.a, IN RE: ESTATE OF JOIIN GI~J~IIAM, DECh:ASF. I) : IN TIlE COURT OF COMMON PLEAS OF : C[IMRERT,AND COI~IT¥, PENNSYLVANIA : ORI?IIANS ' (lOl)l~'? DYVT.qTON : I,".'J;10[, (:~o.(,. Wi].'l. Hook 29, p.310) ;A & MCCREA ' "' ' "" '1'0 I.I,I'[IION . APPF,Y CY l~,Rl,:.q DOC'['htTNI.: TO Tt~. HONORABLE JUDGES OF THE SAID COURT: 1. Your petitioner is the President and member of the Board of Directors of the John Graham Library, hereinafter called ~he "Board" as appointed or elected under the terms of the Last Will and Testament of John Graham of Newville, Cumberland County, Pennsylvania. 2. By Will dated January 13, 1916, John Graham, herein- after called "Settlor", transferred to the Carlisle Trust Company of Carlisle, now existing as its successor bank The Dauphin Deposit and Trust Company, hereinafter called "Trustee", that part of his tot~ estate excepting certain specific legacies there: mentioned and less all debts and' funeral expenses, in trust to pa] the income therefrom, for life to Katherine Cartmel Graham, his wife, and upon her death to provide certain funds to be admini- stered by the therein appointed John Graham Library Board of Directors for the purpose of "purchasing a site, erecting a building and equi~ng the same to be called THE NEWVILLE HOSPITAL JOHN GRAHAM FOUNDATION for the purpose of providing treatment, nursing and care of the sick and ~fflicted of Ne~ille and vicinity". The following amounts were provided: (a) The sum of Six Thousand ($6,000.00) Dollars, or so much thereof as may be necessary to purchase a site or lot. (b) The sum of Thirty ThousaDd ($30,000.00) Dollars, or so much thereof as may be necessary to erect the necessary buildings for said tlospital and equip the same. & H{~rtl{~A (c) The sum of Five Thousand ($5,000.00} Dollars or so much thereof as may be necessary for purpose of maintaining and operating said. Hospital, which funds were to be paid annually from the income of the Trust Estate. A copy of the Will is set forth as Exhibit A of this Petition. 3. The Trustee accepted the trust and has administered it according to its terms. 4. On September 26, 1962, Katherine Cartmel Graham died and the TrustFund is now to be expended for the construction of a hospital as specified in the Will creating the Trust. 5. The Board has made a thorough examination and has concluded that the fund held by the- Trustee is inadequate to construct and maintain a hospital as directed. 6. The. principal held in trust is $30,930.93, and the balance of income accrued since tko date of death of Katherine Cartmul Graham is $12,810.56. 7. The Board has examined the construction and maintenan~ costs of several small hospitals in the state and finds that the smallest hospital would cost more to construct and maintain than the trust now holds or which it could expect to receive as income 8. The direction by the Settlor that a hospital be created to provide medical care and service for the people of Ne~ville and vicinity shows an intent to make a charitable gift. 9. The Newville Medical Foundation, hereinafter called the "Foundation", is a corporation founded under the provision'of the Non-Profit Corporation Law of May 5, .1933 P.C. 289 as amended with a registered address at P.O. Box 100, Newville, Cumberland County, Pennsylvania. 10. Tile purpose of said Foundation is ko establish and maintain adequate medical facilities for the Borough of Newville and surrounding townships. --2-- 11. The Foundation intends to construct a modern medical facility in the Borough of Newville which will provide medical services adequate for the needs of Newville and vicinity. 12. The 'Fund held by the Trustee and by the Board accumulated under Section K of the Will is sufficient to construct such'a facility which would consist of one floor with a total floor space 'of 3500 feet and including six examination rooms, .and emergency room, an x-ray room, physical therapy room, two consultation rooms as well as a waiting room and business office. 13~ The facility- could be constructed at a cost of approximately Eighty-three Thousand ($83,000.00) Dollars, includil lan~ acquisition- 14. The Foundation is willing to name the 'facility The Newvil~e Medical Center,' John Graham Foundation as requested paragraph F of the Will of John Graham as set forth in Exhibit A an~ to insert appropriate notice to this effect and, .in addition, to designate 'two rooms'in the clinic to be called The Isabella Sterrett Graham and Jennie M. Sterrett room~ in accordance with sub-paragraph (c) of Paragraph F of thc John Graham Will. 15. The Foundation agrees to maintain and operate the facility from the balance of the fund as far as such balance sufficient. 16. If the balance of the fund is insufficient for %he maintenance of the facility, the Foundation agrees to maintain th~ facility out of its general funds. 17. The petitioner requests that the Court apply the Cy Pres Doctrine and direct the Trustees of ~ai~ fun~ ~o ~urn such fund over to the petitioner to use as provided above. 18. The petitioner has given the Attorney General notice of the presentation of this Petition, by notifying the Attorney -3- General of the Commonwealth of Pennsylvania, by letter addressed to him at Harrisburg, Pennsylvania. /?..** ., ........ . t1 AJlu.,~. I1. Ai.-'.'J.~.'.J.~, Board of Directors John Graham Library COM~DNWEALT~ OF PENNSYLVANIA : SS COUNTY OF CUMBERL~ND ~. ANNA H. ALLWEIN, being duly sworn according to law, deposes and says that she is the President of the Board of Directors of the John Graham Library and that 'the facts set forth in the foregoing Petition to Apply Cy Pres Doctrine are true and correct to the best of his knowledge, information and belief. Anna F~. Allwein Sworn to and subsgribed before me this I:*~":' day of June, 1972. · ,...~ ,.~ ..,. I.. ...~3,.,,;..-;,? .' ',: .¥' COMMI~SIG['4 'F-,v. pIR?S ~&G, JGI I~'~ IN TIIE COURT OF COMMON PL~.AS OF CUMBERLAND COUNTY, PENNSYLV;%NIA ORPHANS' COURT DIVISION WILL (See Will Book 29, IN R~: ESTATE OF JOHN ~RAHAM, DECEASED · ORDER OF COURT AND NOW, this /~ day of ~ , .1972, upon consideration of the Pet~tio~ ~er. ein presented, the ~ay' of ~~ ~, ~ ~_~t.''~ '~' :~~'~z~: ,~-~;- J IN RI:.:: ES'.['ATE OF ,'J'OlhXl GRAHAM, DF-CEASED : IN THE COURT OF COMMON PLEAS OF :..CUMBEI~LAND COUNTY, PENNSYLVANIA : · ORPIIANS' COURT DIVISION : WILL (Will Book 29, [~agQ ORDER OF COURT FINAL DECREE ~D NOW, this ~ /~ay of July, 1972, it appearing that a hearing was held July 7, 1972 at 10:00 a.m. on the petition of th Directors of the John Graham Library for an Order directing that unexpended funds amounting to $44,512.05 held by the Dauphin DoDonlt Trun~ Com]?any, qb'un[:o(~, undcu7 tll(~ Will o£ John Graham, Dec~ased, lan t:rans~nrrnd ko I:hom for Dllrpns~m of s~l'n nCqll~.nit:i~u construction and equippage of a medical clinic facility in the Borough of Newville, and it appearing that after due deliberation said petition was granted in all respects subject to final confir- mation of said Order and Decree, and it appearing that a confirma- tion hearing was set for Friday, the 21st day of July, 1972 at 10:00 a.m. in Courtroom 1 of the Cumberland County Court IIouse, Carlisle, and it appearing to the satisfaction of the Court that notice of said hearing was duly published in the Valley Times-Sta on July 12, 1972 and in the Cumberland Law Journal on July 14, 1972, and it appearing to the satisfaction of the Court that notice was given by ordinary mail of the said hearing to the hei~ at-law of John Graham, deceased, whose whereabouts and relation- ships to the late John Graham were known to petitioner, now upon motion of W. H. McCrea, Jr., attorney for petitioner IT IS HEREBY ORDERED: 1. The Order of Court made July 7, 1972 is hereby confirmed and the Petition of the Directors of the John Graham Library is granted in all respects. 2. Dauphin Deposit Trust Company, Trustee, is directed to transfer to petitioner the unexpended funds amounting to $44,512. it now holds as Trustee of the Estate of John Graham. Upon transferring said funds, said Trustee shall be fully discharged and exonerated from all liability to acceun% for said funds. BY THE COURT: ~CC~EA Ar L~w A~IENDF. II ARTICLES OF AGREE~IENT TiIIS AGRF. E[.IENT, made the 29thday of November, 1973, by and between the Board of Directors of the John Graham Library of Newville, Cumberland County, Pennsylvania (hereinafter called "Board") and the Newville btedical Foundation, Inc., a non-profit corporation of Newville, Cumberland County, Pennsylvania (hereinafter called "Foundation"): I~IIEREAS, Board and Foundation previously entered into an agreement g, hereby Foundation was to purchase a site, construct and maintain and administer a medical clinic in the Borough of Newville and Board was to provide funds for these purposes from certain principal and income amounts generated by the Estate of the late John Graham of Newville, Cumberland County, Pennsylvania.: AND ~/IiEREAS, the said funds have been paid by the Board to t.h_e._.F_oundatio'n and the.said medical, clini~as._b~n ~:o~Ls.truct. ed and is currently in operation; AND tqIIEREAS, the Board has since the date of the original agreement provided to the Foundation additional funds belonging to the Estate or arising out of the Estate of the said John Graham; AND WIIEREAS, the parties desire to specifically provide that all additional funds received to the date of this amended agree- ment and all similar funds which may be received hereafter will be used and administered pursuant to the terms and conditions of the agreement made June 21, 1972. NOW THEREFORE, the parties have covenanted and agreed as follows: ''FIRST: ^il ur. tile plovisiuus of the agreement made June Zl, 1972, between the parties are hereby reinacted and incorporated into this amended agreement by ieference heret(z)~~~-~o~'~'°°~'~'°°~°'~* [A ~ HCCREA SECOrlD: Foundation covenants and agrees to use such additional funds as ]lave been provided and such funds as may in the future be provided by the Board exclusively for the maintenan~ and administration of the John Graham-Newville Medical Clinic. TIIIRD: The Foundation does further specifically agree and covenant that said clinic will at all times be administered hereafter for the sole purpose of providing a quality health care for the people of Newville and vicinity and does specifically further covenant and agree that if at an), time in the future the Foundation fails to serve this purpose £aithfully, full right, title and ownership of the clinic and any contracts, leases or other agreements relating to its operation, maintenance and administration will be assigned, covenanted and set over to the Board; such determination to be made by the Courts of the Commonwealth. of Pennsylvania. IN WITNF. SS TVIIEREOF, the said parties to this agreement'-have hereto set their hands and seals the day and y~ar first above writ Witness BOard of Directors John Graham Library By Robert E. Graham, President >fete of Pennsylvania Oounty of Cumberland } SS .aecor'i~d ;n fL,, oZf;-_,~ ~or fhe recording of Dee~, Witness my hd,~d a,,~ )~el ef office, at By Stanley L. S Jr. President ' ' STATE OF PL'HNSYLVAHIA :: : : SS COUHTy OF CU[IBERLAND :: On this 29tl, (lay of November, 1973, before me, a Notary Public in and for said State and County, personally appeared Robert E. Graham who acknowledged himself to be President of the Board of Directors of the ,?ohn Graham Library, and that he as such President, being authorized to do so, executed the fore¢ instrument for tile purposes therein contained by signing the name of the John Grabs, Library by himself as President. In Witness whereof, I hereunto set my hand and official sea Notary Public Shippensburg, Cumberland County, Pa. My Comm. expires: July 8, 1974 STATE OF PENNSYLVANIA :.. ;; SS COUNTY OF CUMBERLAND .... On this 29th day of November, 1973, before me, a Notary Public in and for said State and County, personally appeared Stanley L. Spencer, Jr. who acknowledged himself to be President of the Newville Medical Foundation, Inc., and that he as such President, being authorized to do so, executed the foregoing ~nstrument for the purposes therein contained by signing the name of the Newville Medical Foundation by himself as President. IN WITNESS whereof, ! hereunto set my hand and ~ffi~fm . seal. % ~ . . -- //J~,J, (..~jl'~ ' Notary Pub~ . Shippensburg, C~er1~4'~t~,.pa. My Co~. expires NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA · O~ DIVISION NO, : AND CHARITABLE USE OF NONPROFIT : CORPORATION ASSETS PRELIMINARY DECREE ANDNOW, this /gr~dayof ~j ,2002, upon consideration of the annexed Petition, a Citation is awarded directed to (1) THE PENNSYLVANIA OFFICE OF ATTORNEY GENERAL, CHARITABLE TRUSTS DIVISION to show cause, if any there may be, why the Petition of Newville Medical Foundation for Approval of the Private Sale of substantially all of the property of the Newville Medical Foundation pursuant to a Definitive Agreement and Plan in accordance with 20 Pa. C.S. §711 (21) and Chapter 59 of the Pennsylvania Nonprofit Corporation, should not be granted. Citation returnable the 24TH day of April, 2002 at 11 o'clock a.m. in Courtroom Number 3 at which time this Court will accept testimony in support of the aforementioned Petition, Agreement and Plan and the transfers and uses contemplated BY THE COURT, thereby. President Judge IN RE: NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION IN THE COURT OF COMMON PLEAS ORPHANS' COURT DIVISION CUMBERLAND COUNTY, PENNSYLVANIA NO. 21-2002-0347 CITATION WE COMMAND, you that laying aside all business and excuses whatsoever, you be and appear in your proper person before the Honorable Judges of the Court of Common Pleas, Orphans' Court Division at a session of the said Court there to be held, for the County of Cumberland to show cause why , if any there may be, why the Petition of Newville Medical Foundation for Approval of the Private Sale of substantially all of the propert~ of the Newville Medical Foundation pursuant to a Definitive Agreement and Plan i, accordance with 20 Pa. C.S. 711 (21) and Chapter 59 of the Pennsylvania Nonprofit Corporation, shouh I not be granted. Citation returnable the 24th day of April, 2002 at 11:00 o'clock A.M.in Courtroom Number 3 at which tim~: this Court will accept testimony in support of the aforementioned Petition, Agreement and Plan and th,, transfers and uses contemplated thereby. Witness my hand an official seal of office at Carlisle, P s~nia,r}~OfApril, 2002. Clerk, t~r~har~' o~9_~.Divisio~ ' ' '~/i ~'-~ C.u~ounty, Carlisle, PA c/~ l/h~ ~ ~, My Commission Expires on the 1 ~t Monday ]x~f_J [ ~ January, ..2006 NEWVILLE MEDICAL FOUNDATION, A PENNSYLVANIA NONPROFIT CORPORATION : IN THE COURT OF COMMON PLEAS OF : CUMBERLAND COUNTY, PENNSYLVANIA : ORPHANS COURT DIVISION · NO. oZi- O3--3q-'7 : PETITION TO APPROVE SALE, TRANSFER : AND CHARITABLE USE OF NONPROFIT : CORPORATION ASSETS DECREE AND NOW, this ZL'[-~day of /Off'~l~ I L , 2002, upon consideration of the within Petition of Newville Medical Foundation to Approval Sale, Transfer and Charitable Use of Nonprofit Corporation Assets Pursuant to a Definitive Agreement and Plan in accordance with 20 Pa. C.S. Section 711 (21) and Chapter 59 of the Pennsylvania Nonprofit Corporation Law, and after hearing held on April 24,2002, the Court makes the following findings of fact and conclusions of law, and it is further ORDERED, ADJUDGED AND DECREED that: 1. This Court has jurisdiction over the within Petition and the parties to the sale pursuant to Sections 5547(a) and (b) and 5930 of the Pennsylvania Nonprofit Law of 1988, as amended, (the "Nonprofit Law"), 15 Pa. C.S.A. Sections 5547(a) and (b) and 5930, and under Sections 6102, 6110 and 711(21) of the Pennsylvania Probate, Estates and Fiduciary Code, (the "PEF Code") 20 Pa. C.S.A. Sections 6102, 6110 and 711(21); and under Rule 2156 of the Pennsylvania Rules of Judicial Administration. 2. Pursuant to Section 726 of the PEF Code, 20 Pa. C.S.A. Section 726, venue of the within Petition is proper in Cumberland County, Pennsylvania where Petitioner's registered office and facilities are located. trust purpose for which any such property or assets may have been given, granted, devised or dedicated. 7. This Court further concludes that the Plan of Sale as described in the Petition and in the Definitive Agreement attached to the Petition, as amended, and subsequent use of charitable assets by Petitioner, is hereby approved. NOW, THEREFORE, it is ordered and decreed that the Agreement, and the associated documents and agreements, and the Plan of Sale and the ultimate use of charitable assets, which contemplates, among other things, the sale of assets pursuant to the Agreement of Sale hereto attached, is hereby approved. This Court retains continuing jurisdiction over the parties, who shall file reports and accounts with this Court at such time and in such form as this Court may direct. It is further ordered that the Petitioner shall provide copies of all reports filed by Petitioner with the Attorney General, Charitable Trusts and Organizations as required by said Office. BY THE COURT, Honorable George E. Hoffer, President Judge 3. Pursuant to the Pennsylvania Office of Attorney General's Review Protocol for Fundamental Change Transactions Affecting Healthcare Non-Profits, dated December 23, 1997, notice of the parties' intention to consummate the sale, substantial additional information about the parties and the terms of the proposed arrangement, and notice of presentation of the Petition and the proceedings thereunder, were given to the Attomey General, as parents patriae for the Commonwealth of Pennsylvania. Proper notice of hearing was given to all parties in interest as directed by this Court, and proofs of any necessary publication were filed of record in this proceeding. 4. Capitalized terms not defined in this Decree have the meanings assigned to them in the accompanying Petition. 5. Upon consideration of the within Petition, and the record presented at the hearing before this Court, this Court determines that the sale of assets as described in the Petition and the Definitive Agreement, (the "Sale" or "Plan of Sale") is in the long-term best interest of Petitioner, its charitable purposes and the community that it serves, given the substantial~ fair and reasonable price which will be paid and the benefits accruing to the Newville community by the continued commitment of the Foundation to continue to support health care services, including indigent care services, in the community. 6. This Court further concludes that because all of Petitioner's post-Sale activities are authorized under Petitioner's existing articles of incorporation, the Plan of Sale, and subsequent use of charitable assets by Petitioner as described in the Petition, will not result in a diversion of charitable assets from, or the violation of, any charitable objects or