HomeMy WebLinkAbout02-3578HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
Vo
THE COUNTY OF
CUMBERLAND,
Defendant
: 1N THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
:
:
: No. 02-
:
: CONFESSION OF JUDGMENT
CONFESSION OF JUDGMENT
Pursuant to the authority contained in the warrant of attorney, the original or a copy of
which is attached to the complaint filed in this action, I appear for the defendant and confess
judgment in favor of the plaintiff and against the defendant as follows:
Rent payable from June 1, 2002 to December 31, 2003
Rent increase arrearages pursuant to Lease Renewal
Letter dated December 17, 1998
Maintenance and other expenses payable pursuant to
Articles III, IV, XI and XVII of Lease
Interest pursuant to Articles III and XXof Lease (8%)
Costs of Suit pursuant to Article XX of Lease
Attorney Commission pursuant to Article XX of Lease (5%)
$ 61,058.90
$ 5,556.10
$ 3,109.01
$ 5,577.92
$ 49.50
$ 3,767.57
Total Amount of Judgment Due the Plaintiff $ .79.119,00
Respectfully submitted,
SKARLATOS & ZONAPdCH LLP
Dated:
John R. Zonarich, Esquire
Identification No. 19632
Todd F. Truntz, Esquire
Identification No. 83302
204 State Street
Harrisburg, Pennsylvania 17
(717) 233-1000
Attorneys for Plaintiff
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
Vo
THE COUNTY OF
CUMBERLAND,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
No. . s-Tp
CONFESSION OF JUDGMENT
NOTICE
TO: THE COUNTY OF CUMBERLAND
You are hereby notified that on ,,~(~ ,2002, the following Judgment has been
entered against you, by confession pursuant to Pennsylvania Rule of Civil Procedure 2950 et
seq., in the above-captioned case:
A money iudgment of $ 79~119.00
Prothonotary' ~ - o/
I hereby certify that the name and address of the proper person(s) to receive this notice is:
The County of Cumberland
1 Courthouse Square
Carlisle, Pennsylvania, 17013
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
Vo
THE COUNTY OF
CUMBERLAND,
Defendant
: NO.
;
: CONFESSION OF JUDGMENT
NOTICIA
A THE COUNTY OF CUMBERLANI~
Por este medio se le esta notificando que el de _ del 2002,
el/la siguiente Fallo hasido anotado en contra suya en el caso mencionado en el epigrafe.
..A money iudgment of$ 79~119.00
Pronotario
Certifico que la siguiente direccion es la del defendido/a segun indicada en el certificado
de residencia:
Abogado del Demandante
The County of Cumberland
1 Courthouse Square
Carlisle, Pennsylvania, 17013
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
THE COUNTY OF
CUMBERLAND,
Defendant
: 1N THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
: NO. ~-)~ ~J~[
:
: CONFESSION OF JUDGMENT
COMPLAINT
AND NOW, comes Plaintiff, Heartland Properties, a Pennsylvania Limited
Partnership, by and through its attorneys, Skarlatos & Zonarich LLP, pursuant to Rule 2950, et
seq., of the Pennsylvania Rules of Civil Procedure, whereby Plaintiff confesses judgment against
Defendant, The County of Cumberland, on the basis of a Lease executed between the parties
February 6, 1991.
1. Plaintiff is a Pennsylvania Limited Partnership with an address of 1629 Locust
Street, Philadelphia, Pennsylvania, 19103.
2. Defendant is a county government within the Commonwealth of Pennsylvania
with an address of 1 Courthouse Square, Carlisle, Pennsylvania, 17013.
3. The judgment prayed herein is not being entered by confession against a natural
person in connection with a consumer credit transaction.
4. Judgment in this matter has not been entered in any jurisdiction.
5. On or about February 6, 1991, the parties executed a Lease whereby Plaintiff
leased the premises known as "the Professional Center as a part of The Cedar Cliff Mall" located
at the address of 1106 Carlisle Road, Camp Hill, Pennsylvania, 17011 (hereinafter "Premises"),
to Defendant. A true and correct reproduction of the original Lease is attached hereto and
incorporated herein as Exhibit "1".
6. The Lease has not been assigned to any third party.
7. The terms of said Lease were to comn~nce on March 1, 1991 and to end on
December 31, 1997.
8. On or about December 17, 1998, the parties agreed to renew the Lease for a term
of six (6) years to begin on January 1, 1998 and to end on December 31, 2003. The terms of this
renewal were set forth in a letter dated December 17, 1998 (hereinafter "Renewal Letter"). A
true and correct reproduction of the original Renewal Letter is attached hereto and incorporated
herein as Exhibit "2".
9. Defendant is a county government and in operation of said government utilized
the Premises as an office for conducting the business of District Justice Clement.
10. Articles III, IV, X, XI, XII and XVII of the Lease attached hereto provide for the
terms agreed upon between Plaintiff and Defendant for payment of Rent and Additional Rent.
11. The Renewal Letter provides for the terms agreed upon between Plaintiff and
Defendant for payment of rent for the renewal period of January 1, 1998 to December 31, 2003.
12. Defendant is in default of the Lease pursuant to Article XX for failing to pay rent
and other payments due.
13. Defendant is in default of the Lease pursuant to Article XX for vacating the
Premises without having first satisfied Plaintiff in full for all rent and other charges then due or
that may thereafter become due until the expiration of the current term, being December 31,
2003.
2
14. Defendant vacated the Premises, in default of the Lease, during the month of
December 2001.
15. In or around early 2000, Plaintiff became aware that Defendant was desirous of
obtaining additional office space to expand the Premises.
16. After Plaintiff determined that it was not feasible to expand the Premises to
accommodate the needs of Defendant, Plaintiff offered a proposal in an effort to accommodate
Defendant's needs as well as satisfy its obligations under the Lease. This proposal was
memorialized in a letter dated February 18, 2000 to a Janet Walter of the Commissioners of
Cumberland County, a true and correct reproduction of the original is attached hereto and
incorporated herein as Exhibit "3".
17. When Plaintiffs February 18, 2000 proposal was rejected by Defendant, Plaintiff
offered an alternative proposal in an effort to accommodate Defendant's needs as well as satisfy
Defendant's obligations under the Lease. This second proposal was memorialized in a letter
dated July 12, 2000 to a Ronald Johnson, Esquire, of the Commissioners of Cumberland County,
a true and correct reproduction of the original is attached hereto and incorporated herein as
Exhibit "4".
18. When Plaintiffs July 12, 2000 proposal was rejected by Defendant, Plaintiff
offered a third alternative proposal in an effort to accommodate Defendant's needs as well as
satisfy Defendant's obligations under the Lease. This third proposal was memorialized in a letter
dated February 13, 2001 to Ronald Johnson, Esquire, and John S. Ward, Chief Clerk, of the
Commissioners of Cumberland County, a true and correct reproduction of the original is attached
hereto and incorporated herein as Exhibit "5".
19. On October 12, 2001, Defendant presented Plaintiff, via a letter from Robert C.
Saidis, Cumberland County Solicitor, with notice of its intent to vacate the Premises on
December 31, 2001, a true and correct reproduction of the original notice is attached hereto and
incorporated herein as Exhibit "6".
20. On October 19, 2001, Plaintiff again provided an alternate proposal to
accommodate Defendant's needs as well as satisfy Defendant's obligations under the Lease. A
tree and correct reproduction of the October 19, 2001 correspondence to Robert C. Saidis,
Cumberland County Solicitor, is attached hereto and incorporated herein as Exhibit "7".
21. On November 2, 2001, Plaintiff received another letter from Robert C. Saidis,
Cumberland County Solicitor, which reaffirmed that Defendant would be vacating the Premises
on December 31, 2001, a tree and correct reproduction of the original notice is attached hereto
and incorporated herein as Exhibit "8".
22. On November 6, 2001, Plaintiff sent notice to Defendant through Robert C.
Saidis, Cumberland County Solicitor, reaffirming the terms of the Lease and the conditions for
release, as well as offering to assist Defendants in finding replacement tenants. A tree and
correct reproduction of the original is attached hereto and incorporated herein as Exhibit "9".
23. After Defendant failed to remit its rent payment for the month of January, 2002,
Plaintiff sent notice to Sandy Giden of the Commissioners of Cumberland County, reminding
Defendant of its obligations under the Lease, as well as informing Defendant of Plaintiffs
ongoing efforts to locate a replacement tenant. A true and correct reproduction of the original is
attached hereto and incorporated herein as Exhibit "10".
24. On May 23, 2002, upon discovery that Defendant desired to unilaterally terminate
the lease effective June 1, 2002, Plaintiff sent notice to Defendant, via John F. Connolly, Chief
Clerk for the Commissioners of Cumberland County, reaffirming the terms of the Lease, and that
Defendant would be responsible for the balance of the rent in the event of default of the Lease.
A true and correct reproduction of the original is attached hereto and incorporated herein as
Exhibit "11".
25. On June 21, 2002, Plaintiff notified John F. Connolly, Chief Clerk for the
Commissioners of Cumberland County, of Defendant's default and dem~anded payment pursuant
to the terms of the lease. Plaintiffs notice also informed Defendant that if payment was not
received within five (5) days, Plaintiff would be forced to initiate Confession of Judgment
proceedings for the remaining lease balance, plus penalty charges, attorney's commission and
other costs pursuant to the terms of the Lease. A tree and correct reproduction of the original
notice is attached hereto and incorporated herein as Exhibit "12".
26. Defendant is in default of Article XX(a) and (b) of the Lease in that Defendant
has failed to pay rent in full as due pursuant to the terms of the Lease.
27. Defendant is in default of Article XX(b) and (c) of the Lease in that Defendant
has vacated the Premises without having fn'st paid and satisfied Plaintiff in full for all rent and
other charges due and payable.
28. Plaintiffs remedy under the terms of the Lease for Defendant's failure to comply
with the terms of the lease as set forth therein includes a declaration that all rents on the balance
of the lease be currently due and payable. Section XX(1) provides as follows:
5
(1) The whole balance of rent an other charges, payments, costs, and expenses herein agreed to
be paid by Lessee, or any part thereof, and also all costs and officer's commissions including
watchman's wages shall be taken due and payable and in arrears as if by the terms and provisions
of this Lease said balance of rent and other charges, payment, taxes, costs and expenses were on
that date, payable in advance. Further, if this Lease or any part thereof is assigned, or if the
premises, or any part thereof is sub-let, Lessee hereby irrevocably constitutes and appoints
Lessor as Lessee's agent to collect the rents due from such assignee or sub-lessee and apply the
same to the rent due hereunder without in any way affecting Lessee's obligation to pay any
unpaid balance of rent due.
29. By virtue of the aforesaid defaults, the amount now due and owed under the Lease
is $ 79,119.00, which includes the past rent Defendant has failed to pay from June 1, 2002 to
present, as well as any remaining rent due under the remaining terms of the lease, interest, costs,
and attorney's commission, and is set forth as follows:
Rent payable from June 1, 2002 to December 31, 2003 $ 61,058.90
Rent increase arrearages pursuant to Lease Renewal
Letter dated December 17, 1998 $ 5,556.10
Maintenance and other expenses payable pursuant to
Articles III, IV, XI and XVII of Lease $ 3,109.01
Interest pursuant to Articles III and XXof Lease (8%) $ 5,577.92
Costs of Suit pursuant to Article XX of Lease $ 49.50
Attorney Commission pursuant to Article XX of Lease (5%) $ 3,767.57
Total Amount of Judgment Due the Plaintiff
$ 79.119.00
30. Pursuant to Article XX of the Lease, Plaintiff may now also confess judgment
against Defendant for the amounts due for default. The Lease provides as follows:
Lessee covenants and agrees that if the rent or any charges reserved in this Lease as rent
(including all accelerations of rent permissible under the provisions of this Lease) shall remain
unpaid five (5) days after the same is required to be paid, then and in that event, Lessor may
cause Judgment to be entered against Lessee, and for that purpose Lessee hereby authorizes and
empowers Lessor or any Prothonotary, Clerk of Court or Attorney of any Court of Record to
appear for and confess judgment against Lessee and agrees that Lessor may commence an action
pursuant to Pennsylvania Rules of Civil Procedure No. 2950, et seq. for the recovery from
Lessee of all rent hereunder (including all accelerations of rent permissible under the provisions
of this Lease) and/or for all charges reserved hereunder as rent, as well as for interest and costs
and Attorney's commission, for which authorization to confess judgment, this Lease, or a true
and correct copy thereof, shall be sufficient warrant. Such Judgment may be confessed against
Lessee for the amount of rent in arrears (including all accelerations of rent permissible under the
provisions of this Lease) and/or for all charges reserved hereunder as rent, as well as for interest
and costs; together with an attorney's commission of five percent (5%) of the full amount of
Lessor's claim against Lessee. Neither the fight to institute an action pursuant to Pennsylvania
Rules of Civil Procedure No. 2950, et seq. nor the authority to confess judgment granted herein
shall be exhausted by one or more exercises thereof, but successive complaints may be filed and
successive judgments may be entered for the aforedescribed sums five days or more after they
become due as well as after the expiration of the original term and/or during or after expiration
of any extension or renewal of this Lease.
7
31. The Lease further provides as follows:
In any procedure or action to enter Judgment by Confession for Money or to enter
Judgment by Confession in Ejectment for possession of real property if Lessor shall first cause to
be filed in such action an affidavit or averment of the facts constituting the default or occurrence
of the condition precedent, or event, the happening of which default, occurrence, or event
authorizes and empowers Lessor to cause the entry of judgment by confession, such affidavit or
averment shall be conclusive evidence of such facts, defaults, occurrences, conditions precedent,
or events; and if a tree copy of this Lease (and of the truth of which such affidavit or averment
shall be sufficient evidence) be fried in such procedure or action, it shall not be necessary to file
the original as a Warrant of Attorney, any rule of court, custom, or practice to the contrary not
withstanding.
Lessee hereby releases to Lessor and to any and all attorneys who may appear for Lessee
ail errors in any procedure or action to enter Judgment by Confession by virtue of the warrants of
attorney contained in this Lease, and all liability therefore. Lessee further authorizes the
Prothonotary or any Clerk of any court of Record to issue a Writ of Execution or other process,
and further agrees that reai estate may be sold on a Writ of Execution or other process. If
proceedings shail be commenced to recover possession of the Demised Premises either at the end
of the term or sooner termination of the Lease, or for nonpayment of rent or for any other reason,
Lessee specifically waives the right to the three (3) months notice to quit and/or the fifteen (15)
or thirty (30) days notice to quit required by the Act of April 6, 1951, P.L. 69, as amended, and
agrees that five (5) days notice shall be sufficient in either or any such case.
8
The right to enter judgment against Lessee by confession and to enforce all of the other
provisions of the Lease herein provided for may at the option of any assignee of this Lease, be
exercised by any assignee of the Lessor's right, title and interest in this Lease in his, her, or their
own name, any statute, rule of court, custom, or practice to the contrary notwithstanding.
All of the remedies hereinbefore given to Lessor and all rights and remedies given to it by
law and equity shall be cumulative and concurrent. No determination of this Lease or the taking
or recovering possession of the premises shall deprive Lessor of any of its remedies or actions
against the Lessee for rent due at the time or which, under the terms hereof would in the future
become due as if there had been no determination, nor shall the bringing of any action for rent or
breach of covenant, or the resort to any other remedy herein provided for the recovery of rent be
construed as a waiver of the right to obtain possession of the premises.
32. Plaintiff is also entitled, by express terms of the Lease, to an award of counsel
fees of five percent (5%) of the full amount of Plaintiffs claim against Defendant pursuant to
Article XX as set forth in Paragraph 31 herein.
WHEREFORE, Plaintiff respectfully requests that judgment, as authorized by the warrant
set forth within Article XX of the Lease, be entered in its favor and against Defendant in the
amount of $ 79,119.00, which includes interest at eight percent (8%) costs of this suit and
attorney's commission.
9
Respectfully submitted,
SKARLATOS & ZONARICH LLP
Dated:
John R. Zonarich, Esquire
Identification No. 19632
Todd F. Truntz, Esquire
Identification No. 83302
204 State Stw.~t
Harrisburg, Pennsylvania 17101
(717) 233-1000
Attorneys for Plaintiff
10
VERIFICATION
I, BRETT CRANS, declare that I am the authorized agent of HEARTLAND
PROPERTIES, LP, a limited partnership organized and existing under the laws of the
Commonwealth of Pennsylvania, that I am authorized to make this verification on its behalf, and
hereby certify that the facts set forth in the foregoing document are based upon information
which I have furnished to counsel, as well as upon information which has been gathered by
counsel and/or others acting on my behalf in this matter. The language in the document is that of
counsel and not my own. I have read the document, and to the extent it is based upon
information which I have given to counsel, it is true and correct to the best of my knowledge,
information and belief. To the extent that the content of the document is that of counsel, I have
relied upon counsel in making this Verification. I hereby acknowledge that the facts set forth in
the aforesaid document are made subject to the penalties of 18 Pa.C.S.A..~4904 relating to
unsworn falsification to authorities.
Dated:
Cumberland Management
for Heartland Properties, LP
Exhibit 1
LEASE
BETWEEN
HEARTI~.ND PROPERTIES LIMITED I'ARTNEESIIII'
I~OR
AND
TIlE COUNTY OF CUMBERLAND
2.082 SO.l~r. TIlE PROFESSIONAL CENTER A'F TILE' CEI)AI{ CLIFI: I~IALL
DEMISED PI~.EMISF~
INDEX
Article lleading
1
11
II1
IV
V
VI
VII
VIII
IX
X
XI
XII
XIII
XIV
XV
XVI
XVII
XVIII
XIX
XX
XXI
XXII
XXII[
XXIV
XXV
XXV[
XXVII
XXVIII
XXIX
XXX
XXX[
XXXII
XXXIII
XXX[V
EXHIBIT "A"
EXtlIBIT "B"
Demised Premises
Term of Lease
Minimum Rent
· Taxes
Security Deposit
Description of Lessor's Work
Lessee's Work and Signs
Use of Premises
Alterations
Maintenance, Control & Expeuse or Colnnloll Areas
Utilities
Desh-uction by Eire or Casuahy
Lessee's Property in Demised Pl'en}ises
Access to Demised Premises
Indemnity and Insurance by Lessee
Assignment and Subletting
Eminent Domain
Default by Les.see
Waiver of Lessee's Defaull
Default of Lessor
Limitation of Liability and Transfer of Lessor's Interest
Estoppel Certificate by Lessee
Option to Renew
Quiet Enjoyment
Subordination
Titles of Articles
Notices
Definition of Ternls
Invalidily of PartJcu{ar Provisions
Provisions BhldJng
Relationship of Parties
Complete Agreement
Demised Premises
Rent Schedule
THIS Lease made nn this ~/~day o1~'~.~. 19u J, by and between IIEARTLAND
aPsR,~P~R?ES.E.M.~T_~ PARTNERSIIII',~I629 Locus~St,eet/_Phihldelphhl, Peunsylvania 19t03
e$SOf , aria IlIE COUN~ OF CUMBERLANI) As Lessee." witnesses th;il Lessor ired Lessee
covenant with each o~her as follows:
ARTICLE 1 - Demised Premises
described premises as outlined in red on Exhibit A attached herewilh, hereiu called "Demised
Premises', shuate in Tile PROFESSIONAL CENTER as a part of Till:; CF. DAll CLIFF MALL
referredlo is Dem~sedPemses. Tlest~eet tc ess cDc'nsec >~emlseswdlbellll6
CARLISLE ROAD~ CAMP IllLL, PENNSYLVANIA I?lII I.
ARTICLE 11 - Terms nf Lease
1. TO IIAVE AND TO IIOLI) fi~r ii term lo cmmncnce MARCII I, 1991 and to end at
midnight on tile day DECEMBER 31, 1997,
ARTICLE 111 - Minimum Rent
I. Initial Minimum Mnnlhly Rent: The inithd minhnmn monthly rent shall be "SEE
EXIIIBIT "B". If tile term of this L~use shall commellce or elld on il thly other Ihan the first day
of the month, L~see shall pay minimum rental equal t~ one-thirtieth (I/30lh) of the monthly
minimum rental multiplied by tile num[~r of rental days of such fractional month. There shall be
a penalty added to all payments clue of eight percent (8%) I()r monies received more thau five (5)
days after the payment is due. The minimum rent shall be h~creased pursuant to the provisions of
subparagraph 2 below. The Lessee will additionally pay nny amount in excess of $1.76 per square
foot which is the base year net cost includiug taxes, /tlstn'm~ce and commou area mah~tenance.
Conlmon area maintenance includes but {s not linliled to tire following: water, sewer, hmdscaphig,
snow plowing, sign and filter maintenance.
ARTICLE IV - Taxes
1. ~Taxes" shall mean any fiwm of tax, assessment, excise of impost (whether general,
special, ordinary or extraordJllary), license fee, business tax, renl:ll tax, hllllrovenlellt bond, levy, lien,
charge or penahy imposed or assessed by an authorily havhlg tile direct m' iudlrect power Io tax
(including any city, county, state or federal gt ye- e , t r any school, .'cultural li,htln
drainage, sewage, irrigation or other ~ prt ye ~e It t r o e' sI ecial district) am~nst tu iu respect ~
or wMch may be or ~ecome a lien or charge upon {a) an) legal o,' e~luhai,,e~,,,t~rest or t.;'ssor i;
the demised premises c,r in tile real prof, erty of which the demised premises is n part, tlr (b)
Lessor's right to or receipt of rent or other iltcome from Ihe demised premises or I',y Lessor's
business or leasing the demised prenfises.
2. Lessee shall pay any anmunt equal to 1/12th of tile estimated taxes for the demised
premises for the current tax year alld p ~cy ye ', s e c:~se may be. The monthly es n ed
taxes shall not be less than 1/12th of the ac ual taxes ' - e t cruised }-e i scs f >r tle ',receding
t x year. Sero - mua y nd l~)llowing Lessor s'rece I t o I le applical~le tax bi , Lessor shal! notify
Lessee if any additional amount whhln teu (10) days Ihercafter. If Lcssee's monthly tax payments
~XeCeed the actmd taxes for the semi-annual period covered by Ihe actual lax bill, such excess shall
credited against the next monthly installment of rcnl and additiollal rent and charges clue.
ARTICLE V. Security Deposit
[INTENTIONAL DELETION]
ARTICLE VI- Description of Lessor's Work
Beyond thc improvements in Exhlhlt A, tile Lessee acknowledges that neither Lessor nor
its agents have made any promise to alter, remodel or improve tile demised premises or the
building or any other improvement thereon, except as expressly provided in a written rider,
addendum or amendment to this Leaso. Lessee acknowledges neither Lessor not its agents have
made any representation or warranly with respect to the condltitm of tile demised premises or the
building or any other improvement thereon, Lessee's tnking possesskm of the demised premises
shall conclusively establish that the Lessee hereby waives any claims which may hereafter arise
against Lessor resulting from tile condition of tile demised premises tlr any improvement thereon.
ARTICLE VII- Lessee's Work and Signs
1. Lessee may enter the Demised Premises prior to the date hereinafter fixed for the
commencement of the term of this Lease for tile purpose of instnlling fixtures and other equipment,
provided such work by Lessee shnll be done in such manner so as not to interfere with the work
to be done by Lessor or Lessor's contractor in the Demised Premises and provkled further that
such work on the part of Lessee shall be done in ctnnpllance with such rules and regulations
estahllshed by Lessor or its contrnctor and shall not he in conllict with any Unhm Contract to which
Lessor, its contractor or any suh-contractor might be a part. Lessee shall furnish to Lessor all
certificates and al/prowds with respect to work dnne by Lessee, or on Lessee's hehalf, that may be
required from any authorities for the issuance of a Certificate rd' Occupancy. It is further
understood and agreed that Lessor shall have no responslhilily tlr liahillty whatsoever for any loss
or damage to any such fixtures or equipment installed or lelt in the Demised Premises, and Lessee's
entry oil and occupancy of the Demised Premises prior to the cumnlencemeut of this Lease shall
be governed by and subject to all the provisions, covenants nnd condilkms of this Lease other than
those requiring the payment uf minimum rent. No work shnll be undertaken hy Lessee without first
securing a Stipulation Against Liens by the contractor and liling same as requh'ed by law to prevent
the filing of mechanics liens.
2. In any event Lessee covenants and agrees that prmnptly after delivery nf possosskm of
the Demised Premises to Lessee as suhstanthdly cmnpleted, Lessee shall cmnmence and shall
proceed with due diligence to make all improvements Itl and install in the Demised Premises all
fixtures and other equipment which may he uecessary or proper in the operallon of Lessee's
business and thereafter to commence business.
3. Lessee may, at its own risk, lawfully erect n sign, concernhlg the business of the occupant
of the Demised Premises, on the exterior thereof, and agrees Itl maintain said sign il'; a good state
of repair and save the Lessor harmless from any loss, cost or damage as a result of the erectkm,
mainteuance, existence or removal of the same, amJ shnll I'epah' any danlage which may have been
caused by the erectkm, existence, maintenance or removal of such sign. All signs must he approved
by the Lessor and the location of the same must be apprnved by the Lessor. Upnu w~cating the
premises and if requested hy Lessor, the Lessee agrees to renmve all signs and repair all damage
caused by such removal, otherwise the sign shall be left in place.
4. Lessee further covemmts and agrees to pay promptly when clue all taxes, including real
estate taxes assessed against Lessee's fixtures, fur fsh'ngs, equlpmen and stt~k-in-trade phlced in
or on the Demised Premises. Any such taxes pakl by Lessor shall he clue and payable, as additional
rent within ten (10) days after billings therelbr are rendered to Lessee.
For the purpose of this Article, Lessee's fixtures shall be deemed to include nil trnde fixtures
which Lessee may, as heretofore provided, have the right t~l' removhlg at the exph'athm of the term
of this Lease.
ARTICLE VIII - Use o1' Premises
The Demised Premises shall he occupied and used solely for tile purposo of ~"ces.
I. Levee shall not use or permit tile denlised premises tu be ttsed fur any other purposes
without the prior written consent of Lessor. Lessee expressly acknowledges that Lessor or its
agentshave no made any representations as to the sultahillty of the clemised premises IBr the use
stated shove and Lessee has been advised by Lessor or its ngents to make ils own independent
determlnatlon tis to the sultalfil[ty of the demised"l~remises to the stated use, ami any related zoning
restrictions affecting the demised premises which may limit m- resh-ict tile slated use. Lessee shall
not commit, or suffer to be permitted to he committed, any wasle upon the Premises or any
nuisance or other act in violation of puhlic policy. Further, Lessee shall not commit, or suffer to
be committed, anything which woukl suhject the Lessor lo reslxmsibility or liability for injury or
damage to any person or property or which woukl invalidate or increase tile cost of any insurance
coverage described in this Lease. Lessee shall comply with all rules, regulations, orders and
premises and necessary for maintaining reasonable insurance coverage of the types specified in this
2. Lessor reserves the abstdute rights to ilself to (a) use tile roof, exterior walls and the
area beneath the demised premises and (7) install, use, maintain and replace equipment, machinery,
pipes, conduits and wiring located wilhin the demised premises which se~e otl~er parts of the
Property in a manner and in hlcations which do not um'easonahly inlerfere will Lessee's use of the
demised premises.
3. No wood-shaving or spraying material processes will be perft~rmed tm any part of tile
demised premises except in any envkonmental controlled by apprt~prbtely deslgned and installed
air-handling equipment which shall be maintained and operated at all times during the Lease terms
as required to prevent hazardous accumulations of wood mid chenllcal pollutants in the atmosphere
within the demised premises, and a ecluipt~e~ ~s~dlations retuired to com~ly w ~ tis
su ~paragraph 5 si be commenced, perft rmec alit COIIIp e ed in'cm~ptly a let the ct~mmencement
date. Lessee warrants to Lessor that such Jnstallallon shall be made hi correctly tl~igaed fitcJlitJes
and in a workmaglJke manner in full compliance wilh all al~plicable legal requirements.
ARTICLE IX - Alteratinns
improvements and additions to tile Demised Premises m' any other part thereuf except by anti
with the written consent of Lessor first had. All alteratltms, improvements and additions to said
premises sha~ he made in accordauce with all apldbble bws and shall at once when made
installed be deemed to have attached to the freehold and Io have hecome the property of Lessor
and shall remain for the henefit of Lessor at the end of the term or olher expiration of this Lease
in as good order and condition as they were installed, reasonable wear and lear excepted; provided,
however, if prior to the termlmttitm of this Lease, or within I'ilteen (15) days thereafter Lessor so
directs hy written notice to Lessee, whn then shall promptly remove Ihe adtlilions, improvements,
fixtures and installations which were placed in the Demised Premises by L~ssee and which are
designated in said notice and repair any damage occasioned by such removal and in defitult thereof
Lessor may effect said removals and repairs at Lessee's expense. In the event o[such alterations,
improvements and additkms as herein provided Lessee further agrees to iademni~ and save
harmless the Lessor from all expeeses, liens, claims m' damages to either persons or property
arising out o[ or resulting from the undertaking or making of said alteralkms, additions and
improvements.
ARTICLE X - Maintenance of l)emised Premises
All damage or injury to the demised premises m' Complex, if such latter terms defined in
this Lease, caused hy the act or negligence of Lessee or ils employees, agent~, representatives,
visitors or invitees shall I~ promptly repaired by Lessee ~t Lessee's expense and to the satisfact km
o[ Lessor's in a~ordance with this Paragraph 10.1. If Lessee does uot promptly make ~uch repairs,
Lessor, · t ~ssor s option, may make or cause to be made any such repairs and nlay charge Lessee
for any costs and expenses paid or incurred, by Lessor in cmmection dmrewith. Except as
specifically provided in Article Xlll, there shall be uo reduction in rent payable by Lessee and no
premises or the Complex or fixtures and eqnipment related thereto, and no llahility tm the part of
or negligence of any other tenant or occupant o[ the Complex.
therewith shall he charged anti prorated in the manner staled hehlw. It is understood and agreed
that the term "common area maintenance cos[s" shall mean all sums expensed by Lessor for
payment of all work deemed necessary by Lessor l~.)r tile management, Ol)cratiou, maintemmce,
replacement and repair of the buildings ou the properly and its conmmu areas, including the
following (the specific recltatkm of which shall not he deemed to limit Ihe definition of such costs
and expenses): painting, janitorial services; malmeuance, repair and replacement when necessary
of sidewalks ~rbs, bumpers, signs, phmting and landscaping, and lighting and other utilities;
resur facing~ restripping, cleaning and sweeping the parking a teas; operation, mainlemmce and repair
personnel to implement such services including but not limited lo the cost of security guards; police
of utility settees; depr~iatkm on maintenauce and operaling machiuery and equipment, if owned,
and rental paid for soch machinery and equipment if renled; public liability and property damage
insurance on die common areas; all wage and labor costs (including salaries, wages, payroll and
~nsurance and medical and other benefits) applicable to persons engaged in the management,
replacing roofs; c~st of reasonably and customary numagement I~es; and supplies for the provision
of the foregoing settees Lessor may cause any of such services or items to be provkled by an
independent contractor or contractors.
ARTICLE Xll - Utilities
Lessee covemlnts and agrees to pay for ;ill imblic uliiily and od~er services rendered or
furnished to the Demised Premises during tile term hereof, iucluding heal, gas, el~tricity, lrush
disposal and the like, together with all taxes levied or other charges on such utilities, lu uo event
shall Le~or be liable for the qualily, quantity, failure m' interruplion of such services lo the
Demised Premises. If soch items are not separately melered for Lessee, then Lessee agrees to pay
his proportionate share based upon a fraction the muneratm- or which is the amount of floor area
~cupied by the ~ee and the denomimltor is the amount or net leasable area Of the building
(excluding common area) muhlplied by the total of such costs,
ARTICLE Xlll' - Destruction by Fb'e or Casualty
I. If the Demised Premises shall be totally destroyed by fire m' other casualty covered by
ti~e policy of fire and extended coverage insurance durhlg file fh'sl five (5) years of this Lease, and
at least five (5) years remain on the Lease theu Lessor shall replace the Demised Premises with
a building containing space equal to the present leased space, and of the same general type of
in no event later than seven (7) Immths from the date of the recc]pl of said hlsurance udjustment.
If such event occurs after said five (5) year period, then Lessor may rebuik[ but does not ugree to
do so units Lessee, within thirty (30) days after rece$pl of h~suraoce adjustmeut by Lector, enters
into renewal of this Lease on the same terms and conditions for a period etlual to the original term
of this Lease, [but in no event less thau five (5) yem's], h) commence upon the date of the
completion of such rebuilding. Otherwise, Lessor shall have the oplion to rebuild or of terminating
this Lease.
2. In tile event of total destruction of the Demised Premises as above meutioned, Lessee's
rent shall completely abate from the date of such destruction until possesskm of tile rebuilt
premises is delivered to Lessee, but in tile event of a partial destruct/on or danlage whereby Lessee
shall be deprived of the occupancy of only a porthm of said premises, then minimum rent shull be
equitably apportioned according to the area of the Demised Prernlses which is unusable by Lessee
until such time as the Demised Premises shall be repaired or reslored,
ARTICLE XIV - Lessee's Properly in I)emised PrenJises
I, All Lessee's personul property of every kind or tlescriptiml which may alt any tiute be itl
the Demised Premises shall be at Lessee's sole risk, or tit tile risk of those chfindug umJer Lessee,
and Lessoc shall not be liable for any damage to said property or loss suffered by tile business tlr
occupation of Lessee ca used by Water from any source whatsoever m' fr,,nn the bursting, overflowing
or leaking of sewer or steam pipes or from ti'se spriukler system tlr frnm tile heating tlr plumbing
result from and be caused by the negligeuce of Lessor.
ARTICLE XV - Access to Demised Premises
Premises at any reasonable time and to permit Lessor lo make such repairs, decorations,
alterations, improvements or additions in the Demised Premises or to the building of which the
Demised Premises is a putt, that Lessor may deem desirable or necessary tlr which Lessee has not
covenanted herein to do or has fililed so to do, without the same being constl'ued ils an eviction of
Lessee in whole or in part and the rent shall in no wise abate while such decorations, repairs,
alterations, improvements or additions m'e being made by reason of Joss or interruption of the
business olr Lessee because of the prosecution of such work.
2. Lessor shall also have the right to enter upon Ihe Demised Premises for a period
commencing one hundred eighty (180) days prior to the termination o£ this Lease for the purpose
of exhibiting the same to prospective temmts or purchasers. Duringsald perlod Lessor may place
signs in, or upon said premises to indicate that same are Ira' rent or sale, which signs shall not be
removed, obliterated or hidden by Lessee.
ARTICLE XVI - Surrender of Demised Premises
the Demised Premises upon expiration or this Lease, or its earlier termination as herein provided,
term of this Lease, or may have been put by tile Lessor during tile continuance thereof, ordinary
wear and tear and damage by fire or the elements excepted. Accepla ncc o[ delivery of the Demised
Premises or opening same for husiness si]all be deemed conclusive evidence Ihat tile Demised
additions and improvements as tn which Lessor shall have made Ihe electhm hereinbel;.u-e provided,
repair all damage to the Demised Premises caused by such renloval and restore the Demised
Premises to the condition in which they were prior to tile installation of Ihe articles so removed.
Any property not so removed and as Itl which Lessor shall have not nlade saki election, shall be
deemed to have been abandoned hy Lessee and nlay be retained or disposed of hy Le~or, tls
Lessor shall desire. Lessee's obligatkm to observe or perJin-m this covenant shall survive the
expiration of the term of this Lease.
ARTICLE XVII - Indemnity and Insurance by Lessee
1. Lessee covenants and agrees that it will prolecl and save alld keep Ihe Lessor forever
violation of any law or ordinance, whether occasioned by Ibc neglect of Lessee or dmse hokling
under Lessee, and that Levee will at all times protect, indenmil~ and save and keep harml~s tile
~ssor against and from all claims, loss, cost, damage or expense arising oul ol' or from any accident
or other occurrence on or ahout the Demised Premises causi~g injm'y to any person or property
and from any and all chtims and against and fi'om uny alKI all loss, cost, danlage or expense arising
out of any fifilure of Lemee in any respect to comply with and perform all Ihe requirements and
provisions of this Lease or to comply with any government law, rule. or regulatinn.
2. Lessee agrees that, at its own cost and expense, il will procure and continue in force
general liability insurance covering any and all claims for injnries to persons tmcurring in, upon or
about the Demised Premises, and common areas including all damage frnm signs, glad, awnings,
fixtures or other appurtenances now or hereafter erected on the Demised Premises during the term
of this Lease, such insurance at all times to be in an anmunt of not less than One Million Dollars
($ I,~10,000) Combined Single Limit of Bodily Injury and Pruperty Damage Liahility. Such insurance
shall I~ written with a company or companies authorized to engage in the business of general
liahility and property insurance in the state in which the Demised Premises are located and shall
be rated B+ or better by A. M. Best & Co. The Lessor and its Agenl(s), Heartland Properties
Limited Partnership and Cumherhmd Management, shall be a nmned as additkmal insureds on said
policT, and there shall be delivered to the Le~or a copy of the insurance contract and evidence that
the contract premium has been paid. In the event L~ssees fails to furnish such policies, or continue
the same in full force and effect, the Lessor may obtain such insurance and the premiums on such
insurance shaU I~ deemed additional rent to be paid by the Lessee unto the Lessor upon demand.
3. The cost of all insurance for the Demised Prmnises shall Im pa;d by the Lessee. Such
costs shall be allocated among the several tenants of the buikling based upon a fraction the
numerator of which is the amount of floor area t~cupied by the Lessee and the denominator is the
amount of net leasable area of the huilding (excluding commou area) multiplied by the total of ~uch
insurance costs. Such insm-ance shall he purchased by Lessor on a full replacement cost basis, and
include loss of rents insurance, and the premium 'for the same shall he pakl hy Lessee as additional
rent within 10 days oiler billin8 for same.
4. Le~or and Lessee hereby agree that all insur;mce polieies to insure the Demised
Premises ~nd the contents therein a~alnst casmd~y loss, and all liability policies which they shall
carry pertaining to the use and occupancy of the Demised Premises shall contain waivers o[ the
right of subrogation against Lessor and Lessee herein, Ihch' hehs, administrators, successors, and
5. The Lessee agrees to comply with all rules, reconm]emla~ions, and regulatkms of Factory
Mutual Engineering or comparable insurance ()rg;mizalion.
6. If any boiler or pressured vessel is maintained ()n the Demised Premises, the Lessee
shall, at its expense, secure insurance coverage as is applical)le in amounts cm]sistent with other
coverage on the building, naming L~sor and Lessee as insured parties, and shall keep filed with
Lessor a current poli~y of insurance.
7. Lessee covenants and agrees not to permit, introduce or ma/niobe, mi or ale)ut any
portion of the premises, any hazardous or toxic materials, wasles or olhcr such substances identified
in CERCLA, RCRA or other federal, state or local legish~tion, regulatious m' ordinances whether
now existing or hereafter enacted or promulgated or Imy judicial or administrative interpretation
of such laws, rules or regulations (hereinafter referred to as "Hazardous Materials"). In addition,
tenant covenants and agrees that it will remain in strict compliance wiih all applicable thderal, state
and local laws, decisions of the courts and regulatkms, rules dh'ectives, decrees, and orders of
federal, state and I~al governn)ent authorities regarding Ihe prolection of the environment and the
protection of the.public health and safety. Lessee rurlher covenants and agrees lo indemnify,
protect and save Lessor harmless against and from any and all damages, losses, liahilitles,
obligations, proceedings, costs, disbursements or ex )e ]scs~ ' y kind a ~d ' y ~lure w soever
(including, without limitation, nitro-heys' and experts' fees and disbursements) which may at any
time I~ imposed upon, incurred by or ssserted or awarded against Lessor and arising from or out
of any Hazardous Materials in all or any portion of the p~'cmlses, inh'oduced by, or on behalf of,
Lessee, including without limitation: (i) the cost or removal, restoratkm or other such remedial
work done in connection with any suc] 4azardous Materials existing on all or any portion of the
premis~% (ii) additional costs required to take necessary precautions to protect agsinst the release
of Hazardous Materials on, in, under or affecting the premises, inl~) the air, a,y I~)dy of water, any
other public domain or any surroumlin~ areas, (iii) costs incurred to comply with all applicable
laws, orders, judgments and re~nlatkms with respect lo I lazardous Materials (m all nr any part of
the premises, (iv) costs related to the payment of environmental consullants lo evaluate the risk
or potential threat to the envirom~ent created I)y the presel)ce.of any llazardous Materials on all
or any portion of the premises, and (v) costs related to the Lessor being named a potentially
responsible party for the violatkm of CERCLA, RCRA or any other environmental law or
regulation.
ARTICLE XVIII - Assignment and Subletting
1. Notice and Documenlatiun: As conditions pJ'eccdcnt Io any assignment of the whole
of Lessee's interest in this Lease or subletting by Lessee o1' Ibc whole or any part of the demised
premises, (i) at least thirty (30) days prior to any i~roposed assignment t~r subletting Lessee shall
submit to ~ssor a statement containing: (a) the name and addregs of the proposed assignee or
subtenant; (b) a fimmc/al statement of the proposed assignee or subtenant containing therein bank
and other credit references; (c) the type of use proposed for the demised premises; and (d) all of
lhe principal terms ami conditions of the proposed assignment or subleltlng including, hut not
limited to, Ihe proposed commencement and exph'atim) dales of the term thereof and the amount
of rent to be payable by the assignee or subtenant and a Iloor plan de~ineatlng the proposed,
a~igned or sublet area; and (ii) Lessee shall deliver to Lessor an original assignment or sublease
executed by Lessee and the proposed assignee or subt~nanl tm a form approved by Lessor which
shall ~press y prov de (a) f~)r the assump ~ by sec *(sed ss - ·
~sse ' . . . . ~ , d ..~g)ce ) ~ul) en,mtofa of
e s obhgattofls under the terms of ti)ts Lease; (b) that Lessee shall mdemnd~ and hold Lessor
harmless from any and all claims, obligations and liabilhies (indt~ding reasonable atlorney's fees)
arising from such a~tgnee s or )y pot ion hereof, w et et stt~,h alarm, nbligation or ability arises
from such a~ignee's or sul)temmt s ct nduct, ~c tviy, work or any other matter in, or about the
demised premises and/or the Co n ) ex; (c) that Lessee sha~ furl ~er i )de nnl y a]d I ) d Less( r
harm ess from any costs, oh ig ( tls or a ) es ( tlc tit ng reasonable allorney's fees) a rising from
such assignee or subtenant, and from any claim, ncthm or in'oceeding brought thereon; (d) that in
no event shall Lessee, hy reason of Laudlord's spproval or thc ;~sslgament or sublease, be deemed
rellev~ from any obligatk)n or liability under the Lease, including, hut no~ limited to, the obligation
to obtain Lessor's consent to any further assignment ~)r subletting; and (e) that such proposed
assignment or subletting shall not be deemed effective Ira' any purpose unless and until Lessor's
written consent thereto is obtained.
2. Right lo Recaplure: In lieu of giving or witldmkling its cunseut to any proposed
subletting or assignment, Lessor shall have the following right to recapture the demised premises
and shag thereal~er be free to lease the area subject to Ihe pruposed assignment or sublease directly
tot he proposed assignee or sublessee or any other person without such act being construed tu (I)
unreasonably interfere with Lessee's contr~lctual relatkms; (2) constitute unfair competition; or (3)
~nsenting, Lessor may within 30 days al~er Lessor has received all of dm docunlenlalion de~ribed
in subparagraph I of this Article XVI at its uptlon, (il in Ihe case of the proposed assignment or
subletting of Lessee's entire leasehold interest, terminale Lessee's lease in its eatirety, or (ii~
terminate Lessee's l~se as to that purtkm uf d)e demised premises wblch Lessee bas proposed to
sublet. In the event Lessor elects to terminate this Lease pursuant to clause (ii) above, Levee's
obligation as to rent shall be reduced in the same propmllon that the rentable area of the portion
of the demised premises taken by the propused assignee or snbtenant bears lo dm total rentable
area of the demised' premises. The resm~atlon of Lessor's righl to recapture is a critically
important economic right in favor of Lessor which has been expressly negotiated between the
parlies and which requires the release of liability on Ihe imrt of Lessee Ibr any obHgatlons with
ARTICLE XIX - E.' minent Dumain
I. In the event the Demised Premises or any peri Ihereof shall be taken ~r condemned
either permanently or temporarily for any public or quasi public use m' purlmse by any competent
authority in approprJatkm proceedings or by any right of eminent duma h~ Ihe cnllre compensation
award for both leasehold and reverslou sludl behmg to Ihe Lcsst~r without any deducllon therefrom
for any present and future estate of Lessee, and Lessee hereby assigns to Lessor all its right, title
and interest to, any such award. Lessee shall, Imwever, be entitled lo claim, pruve and receive in
such condemnation pr¢~eediugs such uward as may be allowed Rn' fixtm'es and other equipment
installed by it by only if such award shall bo in addition Io the award for Ihe laud uud the building
(or portion thereoO containing the Demised Premises.
2. If tile entire Demised Premises shall be lakell as al~u'esaid, then this Lease shall
terminate and shall become null and void frmn the time possessiou thereof is required for public
.use and from that date, tile parties hereto shall be released frum further obligalitm hereunder but
tn the event a portion only of the Demised Premises itself shall be so taken or condemned then
Lessor, at its own expense, shall repair end restore Ihe porlioll not affecled by the taking and
tbereafter the minimum rental to be pakl by Lessee shall be equitably and pruportionately adjusted.
ARTICLE XX - Default by Lessee
If the Lessee
(a) Does not pay in full when due any and ail inslallnlents uf rent and/or other charge
or payment herein reserved, included, tlr agreed to be Ircated or collected as rent and/ur any
other charge, expense, or cost herein agreed to be pakl by the Lessee, or
(b) Violates ur fifils to perfurm or otberwlse breaks any covenant nr agreemeut herein
contained; or
cuurse of business without having first paid and satisfied Ihe Lessor in full for all rent and other
charges then due or that may thereafter become due uutil the exph'atJon of tile then current term,
above mentioned; or
(d) Becomes insolvent, or makes an as.';ignnlent fro' tile benefit of creditors, or ifa petition
in bankrupt~5, is filed by or against Lessee or a complaint in equity or olher Im~eedings fi~r the
appointment of a receiver for Lessee is filed, or if proceedh~gs Re' reorganization or
composition with crediturs under any State or Federal law be instituted by ur against Lessee, or
the real or personal property of Lessee shall be levied upon or be sold, or if I~1' any other reason
Lessor.shall, in good fidtb, believe that Lessee's ability tt~ cmnply with Ihe covenants of this Lease,
including the prompt payment of rent hereunder, is or may become hnpah-etl.
thereupon:
(1) The whole balance of rent and other charges, payments, costs, and expenses herein
agreed to he paid by Lessee, or any part thereol; and also all ousts and olficer's commissions
including watchmen's wages shall he taken to be due and imyahle and in arrears as if hy the terms
assigged, or if tile premises, or any part thereof is snb-lct, Lessee he~ eby irrevocably conslltutes and
apply tim same to lhe rent due hereunder without in any way al'[ecliug Lessee's ohligatkm to pay
any unpaid balance of rent due I~ereunder; or
(2) At the option of Lessor, this Lease and tile terms herehy created shall determine and
become absolutely void without any right on tile part of Lessee lo reinslate this Lease by payment
Lessor shall be entitled to recover damages for such breach in an amount equal lo tile amount of
rent reserved for the balance of tile term of this Lease, less the fair rental value of the said
Demised Premises for the remainder of tile Lease term.
at Lessor's option:
(al May let said premises or any par! or parts Ihereol' to such pel'S<m or persons as may,
in Lessor's discretion, be hest; and Lessee shall be ffahle for any loss of rent for the halance of the
then current term. Any such re-entry or re-letting hy Lesst~r under the terms hereof shall he
without prejudice 'to Lessor's claim for actual damages, and shall under no clrculllstances, release
Lessee from liability for such damages arising out tff Ihe b~each of auy or Ihe covenants, terms, aed
conditions of this Lease.
lb) May proceed as a secured pnrty under the provisions o1' tile Unil'orm Commercial
Code against the goods in which Lessor has been granted a security interest.
lc) May have and exercise any and all other rights and/or remedies, graated or allowed
landlords by any existing or future Statute, Act of Assemhly, m' other law of this state in eases
where a landlord seeks to enforce rights arising under a lease i~greement againsl a tenant who has
defaulted or othe~ise breached tile terms of such lease agreemcut; suhjeet, however, lo all of tile
rights granted or created hy any such Statute, Act of Assembly, or other law ul' this state existing
for the protection and benefit ol' tenants; and
(d) May have and exercise any and all other rights and remedies contained in this Lease
agreement.
Lessee covenants and agrees that if the rent/or any chm'ges reserved in this Lease as reut
(including all accelerations of rent permissible under the pmvisim~s of this Lease) shall remain
unpaid five (5) days after the same is required to he paid, Ihell nnd in Ihal event, Lessor may cause
Judgment to be entered against Lessee, and for Ihat pnrpose Lessee hereby authorizes and
empowers Le~or or any Prothnnota~, Clerk of Court or Atloruey of any Court of Record to
appear for and mmfess judgment against lessee and agrees Ihat Lessor nmy commence an action
pursuant to Pennsylvania Rules of Civil Procedure No. 2950 et seq. flu' the recovery [rom ~see
of all rent hereunder (including all accelerations of rent pcmfissihlc under the lU'OVisions of this
Lease) and/or for all charges reserved hereunder as rent, as well as fl~r interest and costs and
Attorney's commission, for which authorizallon lo con[ess jtldgmonl, this Lease, or a true and
correct copy thereof shall be sufficient warrant. Such Judgment may be ctml'essed against Levee
for the amount of rent in arrears (including all acceleratkms of rent .l~ermissihle under the
provisions of this Lease) and/or for all charges reserved hereunder as rent, as well as for interest
and costs; together with an attorney's commission ~1' llve percent (5%) of the full amuunt of
Lessor's claim against Lessee. Neither the right to inslilule an ilclitnl ptlrstlaul Io Pennsylvania
Rules of Civil Procedure No. 2950 et seq. nor the authority Io eon{ess judgment gratited herelu shall
be exhausted by one or more exercises Ihereo[, but successive complaints may be filed and
succ~sive judgments may be entered for the all)redescribed sums five days or more after they
become due as well as after the expiratkm of the orlghml term and/or during m' after expiration
of any extension or renewal of this Lease.
~ssee covemmts and agrees Ihat if this Lease shall he terminated (either hecause of
condition broken during the term of this Lease m' any rellewal or extensi{m thereof aed/or when
the term hereby created or any extensiou thereu[ shall haOe expired) then, alRI in that event, Lessor
may cause a judgment in ejection to be entered ugalust Lessee for imssesslon of the Demised
Premises, and for that purpose Lessee hereby audmrizes aed enlpowers any Prothollotal-y, Clerk
I0
of Court or Attorney of any Court of Record to al~pear lot Lessee and to confess iudgment against
of an order in Ejectment for the possesskm o[ real property, and Lessee ful'lher agrees that a Writ
of Possession pursuant therelo may issue forthwith, for which aulhm'iza~ion Lo confess judgment and
for the issuance ora writ or writs of possession pursuant lhereto, this Lease, or a Irue and correct
copy thereof, shall be sufficient warranl. Lessee fur her e~ venallts and agrees, Ihat if for any reason
right upon any subsequent default or defaults, or upon Ih~ termination of this Lease is above set
forth to commence successive aclions for possession of real properly and lo cause the entry of
successive judgments by confessions in Ejectment for possess{ml of Ihe premises demised hereunder.
Judgment by Confession in Ejectment for possession of real property if Lessor shall first cause to
be filed in such action an affidavit or averment of the feels conslituting the defanlt or occurrence
of the condition precedent, or event, the happening of which default, occurrence, or event
events; and if a true copy of this Lease (and of the truth of which such affidavit or averment shall
withstanding,
attorney contained in this Lease, and all liability Iherel'ore. Lessee further aulhorizes the
and further agre~ thai real estate may be sold on a Wril o[ Execulion or other process, if
proceedings shall I~ commenced to recover possession ol the Demised Premises either at the end
Lessee specifically waives the right to the three (3) mmllhs notice lo quit aud/or the fifteen (15)
or thirty (30) days notice to quit required hy the Acl uf April I~, I(}51, P.L 69, as amended, and
agrees that five (5) days notice shall be sufficient in either or any such case.
The right to enter judgment against Lessee by conl~sslon and to enlorce all of the other
provisions of this Lease herein provided fur may al Ihe option ol any assignee of this Lease, be
exercised by any assignee of the Lessor's right, title ~md hlleresl in this Lease in his. her, or their
All of the remedies hereinbefore given to Lessor and nil righls and remedies given to it by
law and equity shall be cumulative and concurrent. No determination of this Lease or the taking
or recovering possession of the premises shall deprive Lessor of any uf its remedies or actions
become due as if there had been no determination, nor shall the bringing of any action for rent or
ARTICLE XXl - Waiver of Lessee's Default
this Lease shall he taken to eonstilute a waiver of any subsetlucnl hreach of such covenant or
any other covenant or condition hereof, nor shall the acceplallCe of rent by Lessor at any time when
defaull or of Lessor's right to terminate this Lease on aCCOUliI O[ such defauh, nor shall any waiver
or indulgence granted by Le~or to Lessee be taken as an eslol~pel againsl Lessor, it being expressly
understood that if at any time Lessee shall be in tlel]~ull ill any of ils envenanis or conditions
on the part of Lessor promptly to avail itself of such other righls or remedies as lessor may have,
shall not he construed as a waiver of such del~lull, but Lessor may at ally lime lhereafler, if such
default continues, terminate this Lease on accnunt of such delhull in the mam~er hereinhefore
provided.
ARTICLE XXII - Default or Lessor
· Lessor shall in no event Itc charged with tlefaul[ in the i~er furmance of any ,~ff its obligations
II
hereunder unless and until Lessnr shall have fa{J~d lu perfornl seth obligadoas within thirty (30)
days (or such additional time as is reasonably required to correct any such default) at,er notice to
Lessor lay Lessee properly specifying wherein Lessor has failed to perfllrm any .';uch obligations.
Provided, however, that if tile hoMer of record ,.ff tile first mortgage eoverlng tile Demised
Premises shall have given prior written notice to Lessee thai it is tile hokler of saki first mortgage
and that such notice includes the address at which notices to such morlgagee are to be sent, then
holder of record of such first mortgage shall have tile right, within sixty (00) days after receipt of
said notice, to correct or remedy such defimlt before Lessee may take any acthm ueder this Lease
by reason of such default.
ARTICLE XXlil - Limitation of Liability and Transfer of Lessur's Inlerest
A. Limilation on Liabilily: The liahility of Lessor to Lessee fi)r any del~tult by Lessor
under this Lease or arising in connection herewith or with Lcssor's opel'atto ~, gement, leasing,
repmr, renovation, alteration, or any other matter relaling lo tl~e Premises, or any Complex of
which it is part, shall be limited to the interest of Lessor in the Premises and Complex (if any).
~ssee agrees to look solely to Lessor's interest in the Premises and Complex (if m~y) for tl~e
recove~ of any judgment against Lessor, and Lessor shall not be personally liable for any such
judgment or deficiency after execution thereon. The limitations of liahilhy contained in this
provision shall apply equally and inure to the benefit of Lessor's presenl and future partners,
beneficiaries, officers, dlreclors, trustees, sharehoklers, :xgents and employees, and their respective
trustees, beneficiaries, partners, heirs, successors and assigns. Nolwithstanding the Ru'egoing m the
contras, Lessor shall have personal llahilily I~r insured claims, beyond Lessor's interest in the
Premises and Complex to tl~e extent of Lessor's liahilily insurance coverage availahle for such
chfims.
B. Release fn~m Individual Liability: It is expressly understood and agreed that uothing
contained in this Lease shall be construed as creating any I~ability whatsoever against Lessor's
Manager or any of the partners of Eessor personally, and in parlicuhu', witi~oul limiting the
generality of the foregoin& there shall he no personal liability of Lessor's Manager or any of the
partners of Lessor to pay any indebtedness accruing under this Lease or to perform say term,
covenant, condition or agreement, either express or h~qflied, contained in riffs Lease, or to keep,
prese~e or sequester any property of Lessor. The personal llabilily of Lessor~s Manager or of said
partners, if any, is hereby expre~ly waived IV Lessee and by every person now m' hereafter daimlng
any right or security hereunder, and the owuer of any interesl, indehledness or liability accruing
under this Lease shall look solely {o Lessor, the building and the real property of which the
Premises forms a part for payment thereof
C. Transfer of Lessnr's lnlerest: Lessor and each succcssm- to Lessor shall be fully released
from the performance of Lessor s obi g o is subset ue t heir r; as[er ( I Less',r s n crest tn the
Premises and/or the Complex, if such term is defined in this Lease. Lessor shaft not be liable for
any obligation imposed by this Lease afler a transl~r of its interest h: tile Premises and/or the
Complex.
ARTICLE XXIV - Estoppel Certificate by Lessee
Lessee agrees at any thne within ten (10) days of Le~sm"s wrhten request to execute,
acknowledge and deliver to Lessor a written statement cerfil~,ing that this Lease is unmndified
and in full force and effect (or, if there have been modificalions, Ihat the same is ill full R)rce and
effect as modified and stating the modifications), aud Ihe dales lo which the hasic rent and other
charges have been paid in advance, if any, it heing inlended thai any such slatement delivered
pursuant to this Article may be relied upoa by an prospeclive pLu'chaser or mortgagee of the fee
of the Demised Premises.
ARTICLE XXV - Option lo Renew
The Lessee is hereby granted an option It) exlend this Lease fro' ~ (I) additional
period of Si~x (6) years each on the same terms, conditions and renl. The Lessee shall nntify
the Le~or in writing Six (6) months prior to the expiration of the then current term of its
intention not to extend said Lease, othemise the extenskm shall he automatic. The minimum
rent (Article I11) shall be increased during each oplion period by the percentage increase in the
R~ised Consumer Price Index l~r All Urhan Consun3ers lo NortheaM Pelmsylvauia between the
commencement date hereof and the date the opthm period commences. The within option to
12
extend dds Least may not be exercised by an :~t~signee or suldessec of die Lessee, ami such
assignee or sublessee shall vacate tile premises at the end oi II~e then current period.
In the event thai Lessee shall give notice, as Si]lmlaled in this Lease, of hdention to
vacate the Demised Premises at the end of the presenl term, or any renewal or extension
thereof, and shall hil or refuse ~o ~o vacate the same on the dale designated by such notice,
then it is expressly agreed that ~or shall have the option e~ther (a) to disregard d)e notice
so given as having no effect, in which case all the lerlllS and conditions of this Lease shall
continue thereafter with fldl force precisely as if such m~tlce had nol been given, or (b) Lessor
may, at any time within thirty days al'l~f the present term or any renewal or extension thereof,
as aforesaid, give the said Lessee ten days written nolJce of his intenthm lo lermJnale the said
Lease; whereupon the ~ssee expressly agrees to w~cate said premises al the expiration of the
said period of ten days specified in said notice. All powers granted to Lessor by Ibis Lease may
~ exercised and all obligations imposed upon ~ssee by this Lease shall h~ performed by Lessee
as weft during any extension of the original term of dfis Lease as during the original term itself.
ARTICLE XXVI - Qulel Enjoyment
Lessor covenants and agrees that if Lessee pays the fixed minimum mdal and odler
charges herein provided and shall perlbrm all of the covenants and agreements herein stipulated
to be performed on the Lessee's part, Lessee shall, al all times during said lerm. have the
peaceable and quiet enjoyment und possession of sald premises without any maoner of hindrance
from Lessor or any persons lawfully chdming through Lessm-, except as to such purthul of the
Demised Premises as shall he taken under the power of eminent domain.
ARTICLE XXVll ~ Subordinalhm
This Lease is and shall he subject and subordinate at all times to th~ lien of any
mortgages which at any thne may he made liens upoll tl~e Demised Premises; provided, however,
that all such mortgages shall provide that so long as Lessee shall not be in delhult in the
performance of its obligations under this Lease, neldler lhis Lease nor Lessee's right to remain
in exclusive po~ession of the Demised Premises shall be affecled or disturbed by reason of uny
default under any such mortgage and, if such mnrtgage shall be lbreclosed. Ihis Lease and all
~ssee's rights and ohligations hereunder shall sm~ive such foreclosure and continue in full force
and effect.
ARTICLE XXVII[ - Titles of Articles
The titles of the articles throughout this Lease are for convenience and rel~rence only,
and such titles shall in no way he held to exphdn, modily, amplil~, or akl in the interpretation,
construction or meaning of the provisions of this instrument.
ARTICLE XXIX - Nnlices
Any notice, which Lessee may desire, or be requh'cd. Io give to the Lessor shall he in
writing und shnll be in writing and shall be sent to tl~e Lessm' by registered or certified mail,
return receipt requested, to the address specified on Page I hm'eof, or to such nther address as
Lessor shall have designated to the other, and the time of Hie rendi~kn~ of such shal~ he when
same is deposited in an official United States Post Off/ce, posh~ge prepakl. Time is of the
ARTICLE XXX - Definition of Terms
Lease Ye tr, as used herein, shall mean each twelve nlonlh period heginoing with
the first day of the term of this Lease, and each yearly anniversary thereof, provided the
commencement of the term of this Lease is on the firsl day of tl~e monde. If Ihe term of this
Lease commences on any day other than the first day of the mond~ Ihen "lease year" shall hegin
on the first day of the month lbllowing the end of the month duriug which the term of this Leuse
commences.
of square feet of Iloor space within the exterior I~iees oJ' Ihe exlerior walJs (excepl igarly walls
the center of the wall ia question shall he used instead cfi Ihe exterior lace thereof) of all floor,
13
space occupied by or used by columns, stairs or other interior construction or equipment.
3. As used in this indenture of Lease and when reqnired hy tile context, each number
(singular or plural) shall include all nnmher, and each gender shall include all genders; and
ARTICLE XXXI - Invalidity of Particular Provisim~s
Il any term or provision of this Lease or tile applicalion therenf to any person or
circumstance shall to any extent, be inwdid or tmenforceal~le, tile remainder of this Lease, or tile
application of such term or provision to persons or clrcumM;nlces other than those as to which
it is held invalid or unenforceable, shall not he aH'coted thereby, and each term and provision
of this Lease shall I~,, valid and he enforced to the fullest exlent permitted by law.
ARTICLE XXXII - Provishms Binding
All rights and liahilltles herein given to, or imlmscd upon, Ihe respective parties hereto
shall extend to and hind the several and respective heirs, execnlors, administrators, successors
and assigns nf said parties; and ir there shall he more than one Lessee, they shall all he bound
jointly and severally hy the terms, covenants and agreements herein, and Ihe word "Lessee' shall
by the same one pr more; and if there shah he more than one Lessee, any notice requir~ or
permitted by the terms of this Lease may [~ given [W or lo any oae thereoL cud shall have the
same force and eff~t as if given hy nr to all thereof. The words "his~ and 'him' whenever stated
herein, shall be deemed to refer to the "Lessor" or 'Lessee" whether such Lessor or Lessee be
singular or plural and irresp~tive of gender. No righls, however, shall inm'e to tile heoefit of
any assignee of Lessee uuless the assignment to such assignee has been approved by Lessor in
writing as afor~aid.
ARTICLE XXXIII - Relationship of Parlles
Nothing contained in this Lease shall he deemed or construed by the parties hereto or
hy any third party to create the relationshila of princilml and agent or of partnership or of joint
understood and agreed that neither the computation of relll nor lilly other prt}v[sions contained
in this Lease nor any act or acts of the parties hereto shall be deemed to create any relationship
between Lessor and Lessee other than the relationship o1' landlord and tenant.
ARTICLE XXXIV - Complete Agreement
This writing contains tile entire agreement between tile parlies hereto, and no agent,
representative, salesman or officer of Le~or hereto has aulhorily to illake or has made any
statement, agreement or representation, either oral or wrilten, in connection herewith,
modil~,ing, adding or changing the terms and conditions herein set liu'th. No de;dings between
Ihe parties or custmn shall he permitted to contradict various addhions Itl or modil~t the terms
hereof. No modificatinn of this Lease shall he binding nnless snch modificatlmt shall be in
writing and signed by the parties hereto.
14
IN TESTIMONY WIIEREOF, the Less~r ~md Lessee, inter,ding lo be legally h~und,
have caused this Lease to be signed in quattrul)licale, ul~n~ the d~y ;md y~m' I'i~'st ahove written.
Sign in the presence o1':
LESSOR:
Witness:
IIEARTLANI) I'ROI'ERTIES
LIMITE~I'NERSI II1'
Attest:
LESSEE:
TIlE COUNTY OF C[IMIIERLANI)
15
2,082 SQUARE' FEET
1106 CARLISLE B. OAD
CAMP ilILL, PA 17011
, 199~_
EXIIIIHT "B"
TO LEASE DATED ~ ~p , 1992
BETWEEN
HEARTLAND PI~-OPERTIES LIMITED I'ARTNERSIIIP
AND
Tile COUNTY OF CUMBERLAND
MONTllLY RENT SCllEI)ULE
03/01/91 TO 12/31/91
01/01/92TO 12/31/94
01/01/95T0 12/~1/97
$1,062,50
$2,3fl 1.52
$2,7(}8.00
16
Exhibit 2
CM Cumbe. nd Management
December 17, 1998
Mrs. Janet Walters, Esq.
The County of Cumberland
1 Courthouse Square
Carlisle, Pennsylvania 17013
District Justice Clement - Lease Dated February 6, 1991
The Professional Center
1106 Carlisle Road, Camp Hill, PA 17011
Dear Mrs. Waiters:
This letter will serve to confirm the terms of the lease renewal between Heartland
Properties L.P, Lessovand The County of Cumberland, Lessee for the above referenced
facility.
In accordance with our conversation, the lease renewed by its own terms for a period of
six (6) years commencing January 1, 1998. The minimum rent was adjusted predicated
upon the percentage increase in the Consumer Price Index (CPI) fi.om the commencement
date and the date the option period commenced pursuant to Article XXV - Option to
Renew. The minimum rent will remain fixed at the current rate throughout the term of the
lease or until December 31, 2003. All other terms and conditions of the lease remain the
Please find enclosed a copy of Article XXV - Option to Renew fi.om your lease and a
summary of the C.P.I. rental increase calenl_afions for your review.
Should you have any questions, please do not hesitate to contact me at (717) 975-2767.
/Brett Crans
Cumberland Management
Enclosures
CCi
Steven G. Park, Heartland Properties L.P.
Carrol Graham, Cumberland Management
75 Utley Drive, Camp Hill, PA 17011 * 0'17) 975-2767 - FAX (717) 975-0923
CALCULA ,'1'~ OF CPI INCREAGE
TENANT: COUNTY OF' CUMBERLAIVr'j
PREMISES: _PROFESSIONAL CENTER
elf date: I
1. DAT~ Of L~.A~I~ .......... . .............................
2. CPI AT DATE OF LEASE .... . ............................ 405.6
3. Mo~r RECENT C~I (11/9'P~ ............ ,
4. e/e CHANGE IN CPI (#3-#2/#2). ..................................................... 18.$6e/e
12 MONTH PRIOB CPI RATE
......................... 474.6
6. e/~ CHANGE IN THE LAST YEAR (#3-#5/#6) .................................. 1
7, MONTH Ly pFj=iCENTAG E CHANG E (~,.T~/..j 2.} ................................. 0.11e/e
8. X NUMBER OF UNAVAILABLE MON11'I,~ (1) .................... 0.
9. TOTAL PERCENTAGE CH,M,K~E OVLmR TERM (#4+#8). ................ 18.6~'~,
10, CURRENT RENT ............................................................ ~2,708.00
11, CPI INCREASE ............................... .
........... ~06.10
NEW UONTH~y r~NT^L RATE
............................................... [$3,213.10~
12/17/98 12:27 TX/PJ( NO.0523 P.001 ·
ARTICLE XXV - Optinn tn :~e,,v
The Lessee is herehy granted an option to extend this Lease for One il) additkmal
period of Si...~x (6) years each nn the same terms, conditions and rent. The Lessee shall notify
the Lessor in writing Six (6) months prior to the expiration of the then current term of its
intention not to extend said Lease, othe~ise the extensjnn shall he automatic. The minhnum
rent (Article Ill) shall he increased during each optkm period hy the percentage increase in the
Revised Consumer Price Index lk~r All Urhan Consumers to Nm'theast Pennsylvania he;ween the
Commencement date hereof and the date the option period commences. The within nption tn
12
extend this Lease may not be exercised by an tissignee tn' suhlessce of tile Lessee, and such
assignee or sublessee shall vacate tile premises at tile end of the then current period.
In the event that Lessee shall give notice, as stipulated ia this Lease, of intention to
vacate the Demised Premises at the end of the present term, or any renewal tlr extension
thereof, and shall fail or refuse so to vacate the same on the date designated hy such notice,
then it is expressly agreed that Lessor shall.have tile optkm either (a) tn disregard the nntice
so given as having no effect, in which cade ;ill tile terms and conditions of this Lease shall
continue thereafter with full force precisely as if such notice had not been given, or (h) Lessor
may, at any time within thirty days al'ter the present term or any renew;d tlr extension thereof,
as aforesaid, give the said Lessee ten ,.lays written nntice of his intention to terminate the said
Lease; whereupon the Lessee expressly agrees to vacate said premises itt tile expirntion of tile
said period of ten days specified in said notice. All powers granted to Lessor by this Lease may
be exercised and all obligatkms imposed upon Lessee hy this Lease shall be perftmned hy Lessee
as well during any extension of the nrigiaal term of this Lease as during the nriginal term itself.
ARTICLE XXVI - Quiet Enjnyment
Lessor covenants and agrees that if Lessee pays tile f'ixed minimum rental and nther
charges herein provided and shall perform all nf tile covenanls and agreements herein stipulated
to be performed on the Lessee's part, Lessee shall, at all times during said term, have the
peaceable and quiet enjoyment and possession nf saki premises without any mariner of hindrance
frnm Lessor or any persons lawfully claiming through Lessor, except as to such portinn of the
Demised Premises as shall be taken under the power o1' eminent domain.
ARTICLE XXVII - Subordination
This Lease is and shall he subject and subnrdinale at ;ill times to tile lien of any
mortgages which at any time may be made liens ulmn the Dcnlised Premises; provided, however,
that all such mortgages shall provide that so long as Lessee shall not be in defi~ult in the
performance of its ohligatkms under this Lease, neither this Lease nm' Lessee's right to remain
in exclusive possession of the Demised Premises shall lie al'l'ected m' distarbed by reason nf any
default under any such mortgage and, if such mortgage shall he foreclosed, this Lease and all
Lessee's rights and ohligations hereuuder shall survive such l~reclosure and continue in full force
and effect.
ARTICLE XXVIIi - Titles nf Arlicles
The titles of the articles throughout this Lease are fi~r ctmvenienee and reference nnly,
and such titles shall in no way lie held to explnin, morillO,, amlllil~ or aid in the interpretation,
construction or meaning of the proviskms of this instrument.
Exhibit 3
CM Cumbe id Management
February l8,2000
,,Via Telecopier & Regular Mail
Cumberland County Commissioners
1 Courthouse Square
Carlisle, Pennsylvania 17013
Attn: Mrg. Janet Walter, Esq.
RE: District Justice Office
1106 Carlisle Road, Camp Hill, PA
Dear Mrs. Walter:
It is our understanding that additional office space is needed for the Cumberland County
District Justice offices located at the Professional Center, 1106 Carlisle Road, Camp Hill,
PA. We have reviewed options to secure additional space to expand your present offices
which have not been successful. However, we believe an alternate space containing 3,835
square foot presents the best opportunity for Cumberland County to secure the additional
office space to meet your present and future space requirements.' On behalf of
Cumberla~. d Management, we are pleased to offer the following lease proposal for your
review and consideration.
LOCATION:
Cedar Cliff Center
1104 Carlisle Road
Camp Hill, PA 17011
3,835 Square Feet
PERIOD:
Ten (10) years to Commence upon substantial completion
of the premises on or about May 1, 2000.
MINIMUM RENI:
Period
Year One & Two
Year Three & Four
Year Five & Six
Year Seven & Eight
Year Nine & Ten
Minimum Rent.
$4,250.00 Per Month
$4,505.00 Per Month
$4,775.00 Per Month
$5,062.00 Per Month
$5,366.00 Per Month
ADDITIONAL COSTS: Pro rata share of Taxes, Insurance, Common Area
75 Utley Drive, Camp Hill, PA 17011 * (717) 975-2767 - FAX (717) 9754)923
Mrs. Janet Waiter, Esq.
Cumberland County Commissioners
February 18, 2000
Page Two
Maintenance (CAM) expenses. Tenant will be responsible
for utilities serving the premises and for maintenance of the
premises.
SECURITY DEPOSIT: None
RENEWAL OPTIONS: Two (2) period of Three (3) Years.
IMPROVEMENTS TO
~ PREMISES:
The. space will be renovated for a new professional office
enwronment in accordance with the attached floor plan.
Work will include new insulated partition walls, ceilings,
doors and trim, ADA rest rooms, plumbing fixtures,
electrical fixtures and floor coverings.
OTI:I~R TERMS AND
CONDITIONS:
This proposal is subject to relocating Stamp Express from a
portion of the proposed premises.
Upon possession of the new premises the obligations of the
Tenant for the existing 2,082 square foot space will be made
null and void.
We believe that this proposal presents Cumberland County with the opportunity to secure
an expanded, custom built, professional office which will meet current space needs and
allow for future growth.
We look forward to your reply.
/ ~;~b eC~ -anan; Mdagement~
Enclosures
cc: Steven G. Park, Heartland Properties Limited Partnership
75 Utley Drive, Camp Hill, PA 17011 * (717) 975-2767 - FAX (717) 97543923
CEDA_~ CLIFF CENTER
Camp Hill, PA 17011
District Justice
3,835 Sq. Ft.
Floor Plan Concept
2/16/00 CM-BAC
Scale - .25" = 3'0"
T
12.00'
10.50' .Office
10.50' Office
7.50'
7.50'
11.50' Waiting
Room
~18.00'
Limited Access Hallway
Break
Room
File Storage
Court Room
Administrative
Area
Window
DJ Office
29~,
60.00'
26'
14.00'
50.00'
Exhibit 4
CUMBERLAND' MANAGEMENT
75 UTLEY DRIVE, SUITE IO9 · CAMP HILL, PA 17011
July 12, 2000
PHONE (717) 97S-2767
FAX (71-/) 975-0923
.Via Telecopier & Regular
Cumberland County Commissioners
1 Courthouse Square
Carlisle, Pennsylvania 17013
Attn: Mr. Ronald Johnson, Esq.
RE: District Justice Office
1106 Carible Road, Camp Hill, PA
Dear Mr. Johnson:
We remain interested in reaching an agreement with Cumberland County for the relocation
of District Justice Charles Clement's office at the Cedar Cliff Center, C._arnp ITt[l,
Pennsylvania. Pursuant to our conversations, we have reevaluated how to structure an
agreement which would allow both parties to accomplish its respective goal without
detriment to the other party. On behaheof Cumberland Management, we are pleased to
offer the following lease proposal for your review and consideration.
We are prepared to enter into a lease for the 3,625 square foot space on terms that can
best be summarized as follows:
LOCATION:
Cedar CliffCenter
1104 Carlisle Road
Camp I-r-_ti, PA 17011
3,625 Square Feet
PERIOD}
MINIMUM RENT:
Ten (10) years to Commence September 1, 2000.
?.eriod
Year One & Two
Year Three & Four
Year Five & Six
Year Seven & Eight
Year Nme & Ten
Minimum Rent
$3,225.00 Per Month
$3,450.00 Per Month
$3,700.00 Per Month
$3,975.00 Per Month
$4,275.00 Per Month ·
ADDITIONAL COSTS: Pro rata share of Taxes, Insurance, Common Area
Mr. Ronald Johnson, Esq.
Cumberland County Commissioners
July 12, 2000
Page Two
Maintenance (CAM) expenses which are presently
estimated at $1.81 per square foot. Tenant will be
responsible for utilities serving the premises and for
maintenance of the premises.
SECURITY DEPOSIT: None
RENEWAL OPTIONS: Two (2) period of Three (3) Years.
RENEWAL OPTION
MINIMLrM MONTFILy RENT:
The IVfinimum Monthly Rent shall be adjusted by the
greater of three percent (3%) per annum or the
increase in the Consumer Price Index (CPI') for All
Items Northeastern Region.
IMPROVEMENTS TO
~ PREMISES:
The Lessor and the Lessee shall share in the responsibility to
complete renovations of the space for a new professional
office environment in accordance with the attached floor
plan. The Lessor will complete electrical wiring for outlets
and switches, additional lighting, bulb and ballast
replacement, mechanical system duct work adjustments,
register/diffuser replacement, plumbing adjustments and the
installation of new floor coverings. The Lessee will perform
all demolition and complete and finish all walls, doors,
ceiling tile replacement, painting, light lense replacement,
counters and furniture installation and telephone wiring and
computer cabling. All work will be completed in
accordance with applicable building codes and completed in
a professional workmanlike manner to each parties
reasonable satisfaction.
OTm~R TERMS AND
CONDITIONS:
Upon possession of the new premises the obligations of the
Tenant for the existing 2,082 square foot space will be made
null and void.
A floor plan of the proposed office layout is enclosed for your review.
Mr. Ronald Johnson, Esq.
Cumberland County Commissioners
July 12, 2000
Page Three
We believ~ that through a combination of reducing the size of the space and with the
shar.ed responsibility for office improvements this proposal addresses your space -
reqmrements without creating an unmanageable monetary obligation for either party.
Should this proposal meet with your approval, please advise by contacting me at your
earliest convenience. Upon acceptance of the terms between the parties the Lease
documentation will be d~{ted for your review and approval.
lsrett Crans
Cumberland Management
Enclosures
cc: Steven G. Park, Heartland Properties Lhnited Partnership
CEDAR CLIFF CENTER
Camp Hill, PA 17011
District Justice
3,835 Sq. Ft.
Floor Plan Concept
2/16/00 CM-BAC
Scale - .25" = 3'0"
12.00'
10.50' Office
10.50' Office
7.50'
7.50'
11.50' Waiting
Room
Limited Access Hallway
Break
Room
File Storage
Court Room
Administrative
Area
Window
DJ Office
297-
60.00'
22'
14.00'
26'
50.00'
Exhibit 5
.,UMBERLAND MANAGEMENT
February 13, 2001
PHONE (717) 975-2767
FAX ('717} 975-0923
Ha Teleeopier & Regular Mail
Commissioners of Cumberland County
One Courthouse Square
Carlisle, Pennsylvania 17013
Attn: Mr. John S. Ward, Chief Clerk
Mr. Ronald Johnson, Esq.
RE: District Justice Office - Lease Proposal
1104 Carlisle Road, Camp Rill, PA
Dear Messrs Ward and Johnson:
We have reviewed the concerns and requirements of Cumberland County for the relocation of
District Justice Charles Clement's office at the Cedar CliffCenter, Camp Hill, PA and believe that
we are close to an agreem&nt for the benefit of both parties. On behalf of Cumberland
Management, we are pleased to offer the following revised lease proposal for your review and
approval.
The total size of the available space is 3,625 square feet. We are willing to separate
approximately 369 square feet from the space to reduce it to 3,256 square feet. The additional
369 square feet would be available as future expansion space for the District Justice offices. The
Landlord would complete all improvements to the space as shown on the attached floor plan
which would include new ceilings, walls, doors, plumbing fixtures, electrical outlets, lighting, the
two 1.5' x 6' service counters and floor coverings. The Tenant would be responsible for
telephones, computer cabling, security systems and furnishings. We anticipate making the
improvements should take approx/mately 30 to 45 days to complete.
We are prepared to enter into a lease for the 3,256 square foot space on terms that can best be
summarized as follows:
LOCATION:
Cedar CliffCenter, 1104 Carlisle Road
Camp Hill, PA 17011
AREA:
3,256 Square Feet
PERIOD:
Ten (10) years to commence the sooner date of Ma'y 1, 2001 or the
date of' possession.
MINIMUM MONTHLY RENT:
.Period
Year One & Two
Year Three & Four
Minimum Monthly Ren~
$4,000.00 Per Month
$4,240.00 Per Month
Mr. John S. Ward, Chi&Clerk
Mr. Ronald Johnson, Esq.
Commissioners of Cumberland County
February i3, 2001
Page Two
Year Five & Six
Year Seven & Eight
Year Nine & Ten
$4,494.00 Per Month
$4,764.00 Per Month
$5,050.00 Per Month
ADDITIONAL COSTS:
The Tenant shall be responsible for its pro rata share of'
taxes, insurance, and common area maintenance (CAM) expenses in
excess of the Base Year -2001 actual operating expenses. Tenant
will be responsible for electric and gas utilities serving the premises.
REPAIRS &
MAINTENANCE:
The Landlord shall be responsible for maintenance and
repair of the heating, ventilation and air conditioning
systems, electrical and lighting repairs and plumbing repairs.
The Tenant shall be responsible for janitorial services and supplies,
security for the premises and all other expenses associated with
Tenant's use and occupancy.
SECURITY DEPOSIT: None
RENEWAL OPTIONS: Two (2) period of Three (3) Years.
RENEWAL OPTION
MINIMUM MONTHLY RENT:
The Minimum Monthly Rent shall be adjusted by the
greater of three percent (3%) per annum or the increase in
the Consumer Price Index (CPI) for All Items Northeastern
Region.
13'IPROVEMENTS TO
THE PREMISES:
The Landlord shall make the improvements for a new professional
office environment in accordance with the attached floor plan. The
Tenant would be responsible for telephone systems, computer
cabling, security systems, furnishings and relocation selMces. All
work will be completed in accordance with applicable building
codes and completed in a professional workmanlike manner to each
parties reasonable satisfaction.
OTHER TERMS AND
CONDITIONS:
In consideration for the Lease termination and Tenant
Improvements required for the new premises the Tenant agrees to
pay Landlord a sum of $24,153.00 on or before May 1, 2001.
Mr. John S. Ward, Chief Clerk
Mr. Ronald Johnson, Esq.
Commissioners of Cumberland County
February .13,2001
Page Three
Upon possession of the new premises and surrender of the
existing premises the obligations of the Tenant for the existing
2,082 square foot space will be made null and void.
A floor plan of the proposed office layout is enclosed for your review.
We believe this proposal successfully addresses the concerns raised at our recent meeting by
reducing the overall size of the space and by having the Landlord responsible for completing the
improvements for expansion of the District Justice's office. The existing Lease can be easily
modified by amendment to incorporate the changes agreed upon between the parties.
Should you have any questions or if this proposal meets With your approval please contact me at
your ea 'est convenie, n~e at (717) 975-2767.
Brett Crans ~ ·
Cumberland Management
Enclosures
cc: Steven G. Park, Heartland Properties Limited Partnership
Exit
CEDAR CLIFF CENTER, Camp Hill, PA 17011
Proposed District Justice Office
Floor Plan Concept - 3,256 Sq. Ft.
Rev. 2/7/01 CM-BAC
Approx Scale .25"=3'0"
Limited Access Hallway
li0' 2'
1~' Co~ter C°urt R°im ~ ~
~i ~ A mi~rative DJ Office/
~18.00, -~_ 27, -,- l~.0,~
Note: All dimensions
approximated and interior
walls measured from
center wall.
Exhibit 6
COMMISSION[RS 0[ CUMt [R[AND COUNIY
One Courthouse Square · Carlisle, PA 17013
717-240-6150 · 697-0371, Ext. 6150
532-7286, Ext. 6150 · Fax: 240-6448
E-mail: commissioners@ccpa.net
Web: www. ccpa.net
Cumberland Management
1629 Locust Street
Philadelphia, PA 19103
October 12, 2001
Nancy A. Besch
Chairman
Pad R. Keller
John S. Ward
Robert C. Saidis
Stephen D. Tile)'
Re:
District Justice Clement
District Court 09 - 1 ~)1
Dear Gentlemen:
As you are aware, we have attempted to renegotiate our lease with you on numerous
occasions.
District Justice Clements' office has increased in volume to such an extent that it is
mandatory that more space be provided. Accordingly, we are providing you with notice of our
intent to move on or before December 31, 2001.
Both Dr. Cluck and Dr. Heller have indicated a willingness to sublet a part of the
premises.
If you have any questions concerning this action, please do not hesitate to contact me or
District Justice Clement.
Robert C. Saidis
County Solicitor
cc: D. J. Clement
John Ward
~ Celebrate Cumberland County's 250th Anniversary in the Year 2000
Exhibit 7
CM CUMBERLAND M^N^ EME ;r
75 UTLEY DRIVE. SUITE 109- CAMP HILL, PA 17011
October 19, 2001
PHONE (717) 975-2767
FAX (717) 975-0923
I/~a Telecopler (717~ 240-6448 & Regular Mail
Commissioners of Cumberland County
One Courthouse Square
Carlisle, Pennsylvania 17013
Attn: Mr. Robert C. Saidis, County Solicitor
RE: District Justice Office - Charles Clement
1104 Carlisle Road, Camp Hill, PA
Dear Mr. Saidis:
We are in receipt of your letter dated October 12, 2001 indicating your desire to vacate the
premises at 1106 Carlisle Road, Camp Hill, Pennsylvania on or before December 31, 2001. As
you are aware, the lease for the demised premises does not expire until February 28, 2003. We
do concur that our attempts to negotiate a relocation into a larger space has not been successful;
however, we st'ti remain ve~j interested in meeting your space requirements at the property.
We have made several lease proposals that may be best summarized by my letter of March 14,
2001 which is enclosed for your convenience. We have offered to lease storage space at the
property for less than half the market rent as a temporary or permanent solution to your space
needs. We are prepared to immediately build-out an entirely new office space per your floor plan
specifications and release the County of it's present Lease obligations with acceptance and
execution of a new Lease agreement.
To further show our commitment to reach a mutually beneficial agreement, we have taken the
liberty of enclosing a revised lease proposal for your consideration. This lease proposal offers the
3,256 square foot space on a gross rate basis and includes 100% of tenant improvements per the
floor plan diagram attached. We believe this proposal addresses all the concerns expressed by
Cumberland County and hope you will find it acceptable.
discu~/m~ questio~r////c~ncerns you
/ BreR Cr~s ~
/ Cumberl~d M~agement
Please contact me (717) 975-2767 should you have questions or would like to meet with me to
may have.
Enclosure
cc: Steven G. Park, Heartland Properties Limited Partnership
Hon. Charles Clement, District Justice
Mr. John Ward, Chief Clerk
Mr. Ronald Johnson, Esq.
TENANT:
LANDLORD:
LOCATION:
AREA:
PERIOD:
MINIMUM MONTm',Y
RENT:
LEASE PROPOSAL
October 19, 2001
Cumberland County
Heartland Properties L.P.
Cedar Cliff Center, 1104 Carlisle Road
Camp Hill, PA 17011
3,256 Square Feet
Ten (10) years to commence the sooner date
oflanuary 1, 2001 or the date of possession.
$4,000.00 per month increased annually by 3.5 %.
ADDITIONAL COSTS:
REPAIRS &
MAINTENANCE:
SECURITY DEPOSIT:
RENEWAL OPTIONS:
RENEWAL OPTION
MINIMUM MONTI:ILY RENT:
The Landlord shall be responsible for real estate taxes,
insurance, and common area maintenance (CAM) expenses.
The Tenant will be responsible for electric and gas utilities
serving the premises in excess of normal occupancy costs in
the an amount of $6,720.00 per year for the first year and
increased annually by percentage increase in the consumer
price index (CPI).
The Landlord shall be responsible for maintenance and
repair of the heating, ventilation and air conditioning
systems, electrical and lighting repairs and plumbing repairs.
The Tenant shall be responsible for janitorial services and
supplies, security for the premises and all other expenses
associated with Tenant's use and occupancy.
None
Two (2) period of Three O) Years.
The Minimum Monthly Rent shall be adjusted by the
greater of three percent (3%) per annum or the increase in
the Consumer Price Index (CPI) for All Items Northeastern
Region.
Cumberland County
Lease Proposal
October 19, 2001
Page Two
IMPROVEMENTS TO
~ PREMISES:
The Landlord shall make the improvements for a new
professional office environment in accordance with the
attached floor plan. The Tenant would be responsible for
telephone systems, computer cabling, security systems,
furnishings and relocation services. All work wilt be
completed in accordance with applicable building codes and
completed in a professional workmanlike manner to each
parties reasonable satisfaction.
OT~ER TERMS AND
CONDITIONS:
The Tenant shall pay all outstanding charges on it's account
prior to occupancy &the new premises:
Upon possession of the new premises and surrender of the
existing premises the obligations of the Tenant for the
existing 2,082 square foot space will be made null and void.
A floor plan of the proposed office layout is enclosed for your review.
This Lease Proposal is agreed to and accepted on behalf of the
County of Cumberland on this day of October, 2001
By: Title:
E~lt
CEDAR CLIFF CENTER, Camp Hill, PA 17011
Proposed District Justice Office
Floor Plan Concept - 3,256 Sq. Ft.
Rev. 2/7/01 CM-BAC
Approx Scale .25"=3'0"
10.50'
10.50'
7.50'
7.50'
11.50'
Limited Access Hallway
~. File ~/~ Future Expan. Space
Storage
Office 6'
.~ Court Room
Office
Area DJ office
Waiting ~ ~-- Window
Room
27' ~ 15.0'
Note: Ail dimensions
approximated and interior
walls measured from
center wall.
14'
22'
28'
CUMBERLAND MANAGEMENT
March 14, 2001
RHONE (717) 975-2767
F'AX [717) 975'0923
Ha Telecopier & Regular Mail
Commissioners of Cumberland County
One Courthouse Square
Carlisle, Pennsylvania 17013
Arm: Mr. John S. Ward, Chief Clerk
RE: District Justice Office - Lease Proposal
1104 Carlisle Road, Camp Hill, PA
Dear Mr. Ward:
It has come to our attention that our most recent proposal for the relocation of District Justice
Clement's office at the Cedar Cliff Center was not received favorably since it did not appear to be
a marked departure from our previous proposals. Evaluating our recent proposal can be difficult
since our initial proposal was based on a "triple net" structure as compared to our most recent
proposal which is on a "semi gross" basis. To help show the significant reduction in space and
total cost we offer the following brief analysis of first years expenses and allocation of tenant
improvement costs associated with each proposal for your review:
Proposal 2-18-00 7-12-00 2-13-01
Term 10 Years 10 Years 10 Years
Area (Sq. Ft.) 3,835 3,625 3,256_
Minimum Rent $4,250 $3,225 $4,000
Common AreaMaint. $ 307 $ 256 Incl.
Insurance $ 37 $ 35 Incl.
Real Estate Taxes . $ 233 $ 221 Incl.
HVAC/plumb/elec. Malnt. $ 415 $ 393 Incl.
Janitorial/Security Not Incl. Not Incl. Not Incl.
Water& Sewer $ 80 $ 75 $ 68
Electric Utilities $ 479 $ 453 $ 407
Gas Utilifies $ 128 $ 121 $ 109
Column Subtotals $5,929 $4,779 $4,584-
Tenant Improvements
Landlord $103,420 $30,212 $62,662
Tenant $ 0 $61,647 $11,05~,
Column Subtotals $103,420 $91,859 $73,720
Other Costs
$ 0 $ 0 $13,095
As shown above, the most recent proposal does offer a significantly reduced total cost which
includes common area maintenance, real estate taxes, insurance, maintenance of the premises and
approximately 85% or $62,662 of the Tenant Improvement costs. The Landlord would
Mr. John S. Ward, Chief Clerk
Commissioners of Cumberland County
March 14, 2001
Page Two
expediently ~omplete all improvemems to the space to create an all new, custom built space for
the District Justice court and offices. The requested contribution by the Tenant for tenant
improvements and for termination of present agreement amounts to little more than a good faith
deposit on the new space and a reasonable fee to offset costs already incurred and furore costs to '
reconfigure the old space for conventional offices.
We hope this information helps in your evaluation of our Lease proposal. I remain available and '
would welcome the 9plS]ormnity to meet with you to discuss any
hav/~Ic~,.~by~e~at (717) 975-2767or(717)579-1534. concerns or questions you may
S' erely,
/ Brett Crans
// Cumberland Management
Enclosures
CC:
Steven G. Park, Heartland Properties Limited Partnership
Hon. Charles Clemem, District Justice
Mr. Ronaid Johnson, Esq.
Exhibit 8
COMMISSIONERS 0[ CUFIt ERLAND COUNIY
One Courthouse Square t, Carlisle. PA 17013
717-24045150 · 697-0371, Ext. 6150
532-7286, Ext. 6150 · Fax: 240-6448
E-marl: commissioners@ccpa.net
Web: www.ccpa.net
Brett Crans
Cumberland Management
75 Utley Drive
Suite 109
Camp Hill, PA 17011
November 2, 2OO1
Nancy A. Begch
Chairman
Ead R. Keller
Vice Chairman
Richard L Rovegno
Secretary
John S. Ward
C~ef CLori
Dennis R. Marion
District Justice Office Charles Clement
1106 Carlisle Road
Camp Hill, PA
Dear Mr. Crans:
Thank you for your letter of October 19, 2001 together with attachments.
My client, Cumberland County, feels it has offered to you any and all possible
compromises in an attempt to resolve this matter. Finally, when it became clear that you could
not accommodate the District Justice we have secured at least partial tenants for the space
occupied by Distinct Justice Clement.
The County is conunitted to surrendering the space December 31,2001. I would suggest
that the appropriate arrangements be made by you with the two doctors who currently share the
building with the District Justice to sublet the space.
~ ~vou!d ask you to execute a Release of thc '-'~ ...... ~ ..... " "'*-' -
December 31,2001.
Thank you for your kind attention to this matter.
Solicitor
~ Celebrate Cumberland County's 250th Ann:versary in the Year 2000
Exhibit 9
CM CUMBERLAND M~.NAGEMEN'I~
75 UTLEY DRIVE. SUITE 109 - CAMP HILL, PA 17011
PHONE (717) 975-2767
FAX (717) 975-0923
November 6, 2001
Via Certified RRR Mail
Mr. Robert C. Said]s, Esq.
Commissioners of Cumberland County
One Courthouse Square
Carlisle, Pennsylvania 17013
Lease Dated - February 6, 1991
By & Between - Heartland Properties L.P., Lessor and
The county of Cumberland, Lessee
For Premises - 2,082 Sq. Ft., The Professional Center
Dear Mr. Saidis:
We are in receipt of your November 2, 2001 letter and offer the following in response.
As you may understand, we are disappointed the County of Cumberland has not accepted any of the
proposals presented to address their increased space needs. This ranges from a below market rote offered
for the space "as is" to a shared responsibility for tenant improvement build-out to our agreeing to full
responsibility for tenant improvement build-out to even us providing alternate storage on site at warehouse
rates. Contrary to your reference the County of Cumberland has made no cempromises.
Be advised that the Lease will remain in full force and effect through the present term which is set to expire
February 28, 2003 or until a formal Release and Lease Terwlnation is granted. No Release and Lease
Termination shall be granted until all past due rent is paid and an acceptable settlement is reached between
the parties.
Under these cirenmstances, we will endeavor to fred a replacement tenant for the premises. This might be
accomplished in part with th6 existing adjoining tenants; however, please keep in mind that interest in the
space h~ been limited to a small room or office and the costs to demise the space and separate utilities will
be the responsibility of the County of Cumberland. We will keep you advised as this option further
develops.
The District Justice has been a valued tenant and it is unfommate the County of Cumberland has decided to
relocate their offices. Despite our disappointment with their decision we offer our assistance with your
transiti~d hop~ an aceeptable replacement tenant to sublease the premises.
--//
/ /
CCi
Steven O. Park, Heartland Properties L.P.
Charles Clement, District J'ustiee
John Ward, Chief Clerk
Exhibit 10
CM CUMBERLAND ~'_ .NAGEMEN;F
75 UTLEY DRIVE, SUITE 109 · CAMP HILL, PA 17011
PHONE (717) 975-2767
FAX (717) 975-0923
January25,2002
Via Telecopier (717) 240-6448 & Regular Mail
Mrs. Sandy Giden
Commissioners of Cumberland County
One Courthouse Square
Carlisle, Pennsylvania 17013
Lease Dated - February 6, 1991
By & Between - Heartland Properties L.P., Lessor and
The County of Cumberland, Lessee
For Premises - 2,082 Sq. Ft., The Professional Center
Dear Mrs. Giden:
This letter is intended as a reminder and to confirm our conversation fi.om late last week
As of the date of this letter we have not received your rental payment for January, 2002.
We trust this payment will be received within the next few days and that your February,
2002 rental payment will soon follow.
As indicated in our conversation, the Lease remains in full force and effect until the sooner
date of either a mutual agreement for an early Lease termination or until the Lease
expiration on February 28, 2003.
You may be glad to hear that we have been very active marketing the space w/th a notice
to area commercial brokers, newspaper classifieds and by our website. We are also
working with the existing tenants for a portion of the space and have two prospective
companies interested in the balance of the space. Estimates to complete dividing the space
and address the renovations required are in progress. Under a best case scenario, we may
have a Lease termination offer for consideration by the Cumberland County within the
next two weeks.
Please contact me at (717) 975-2767 or (717) 579-1534 should you have any questions.
/)
S' ely, ,~ 7
Cumberland Management
cc: Mr. Steven G. Park, Heartland Properties L.P.
Mr. Robert C. Saidis, Esq.
· Mr. Charles C. Clement, District Justice
Exhibit 11
CM CUMBERLAND MANAGEMENT '
75 UTLEY DRIVE, SUITE 109 · CAMP HILL, PA 17011
May 23, 2002
PHONE (717) 975-27(57
FAX (717) 975-0923
Via Certified Mail Return Receint Reouested
Mr. John F. Counolly, Chief Clerk
Cumberland County Commissioners
1 Courthouse Square
Carlisle, Pennsylvania 17013
Lease Dated
Demised Premises
Premises Address
Tenant
Lundlord
- February 6, 1991
- 2,082 Sq. Ft.
1106 Carlisle Road, Camp Hill, PA 17011
- The County of Cumberland, Lessee
- Heartland Properties Limited Partnership, Lessor
Dear Mr. Connolly:
This letter is a follow up to our meeting early last week and subsequent response by the property owner,
Heartland Properties Limited Partnership, as to your intended coarse of action relative to the above
referenced property.
It is our understanding the County of Cumberland wishes to unilaterally terminate the Lease effective June
1, 2002. Be advised that in the event the County of Cumberland does not pay any installment of Mininlum
Rent (Article m) or Additional Rent (Articles IV, X, XI, XII, & XVff) as required bythe Lease dated
February 6, 1991 shall be a breach and violation of the Lease agreement as provided in Axl/ele XX -
Default by Lessee. In such event, should this moneta~ default continue for a period of five (5) calendar
days after the date any installment of Minimum Rent or Additional Rent is due the Lessor may cause
Judgment to be entered againgt the Lessee for the whole balance of rent and additional rent, estimated at
$36,041.01, as well as, penalty costs of eight percent (8%), Attorney's commission and for all other fights
and/or remedies, granted or allowed Landlords by any existing Statute, Act of Assembly, or other law of
'this Commonwealth.
It is the obligation of the County of Cumberland to honor it's Lease commitment. The County of
Cumberland has not been precluded from marketing and/or finding a replacement Tenant for the premises.
We encourage a combined marketing effort between Landlord and Tenant and to arrange a mutually
satisfactory resrflution to this matter.
Nothing herein shall be construed as a waiver of any of our fights pursuant to this Lease agreement or
afforded by law.
Plea.~ct your rep/l~ my attention at your earhest convenience.
.....
/ ~eu~t-t~a2an~ Management ~
CC:
Steven G. Park, Heartland Properties L.P.
Robert Mirin, Esq., Cumberland Management
John Morris, Esq., Heartland Properties L.P.
Ray Johnson, Esq., Cumberland County
Exhibit 12
F~OM : CUMBERLANDMANAGEMENT FAX NO. : 717-975-0923 Jun. 26 2002 Oi:~gPM P2
CM CUMBERLAND M&NAGEMENT
75 UTLEY DRIVE. SUITE 109 - CAMP HILL, PA t"/0tl
June 21, 2002
PHONE (717) 975-276/
F/~ (717~
Via ~, ' ed Mail RRR
Mr. lolm ~F. Conaolly, Chief Clerk
· ~urllbeTl&nd County Co_mmin$ionera
1 Cotmhoua¢ Square
Carlisle, Pemasylvania 17013
DEFAULT
Loc~fion
F~bruary 6, 1991
Heartland Properties Limited Partnership
The County of Cumb~rlami
2,082 Square Feet ~
1106 Carlisle Roa~ Camp Hill, PA 17011
D~ar Mr. Counolly:
Article XX (Default by Lessee), ff~e ~ ~es ~t pay M ~ ~ d~ ~y ~d ~
ofr~ ~or o~r ~ or ~ R co~ a de~t ofyo~ l~e. ~s~te o~
~uve~om md ~n~e no ~ ~r J~, 2~2 Minim~ Money ~ c~s ~
~ ~ ~f~e, yo~ 1~ ~ ~ m~e~ d~
A penalty charge of $438.46 has beea applied to your sccoum in accordance with Article III of your
Lei.se.
In order to avoid further pem_~!ty charges and legal proceedings, your payment, in the amount of
$8,769.20 must be remitted w~thin ~ive (5) days from receipt of this notice. If we do not receive
tiffs paymant witl~, five (5) days from receipt of this notice, the Landlord will forced to initiate
Confession of Judgment proceeding~ for the remaining Lease balance estimated at $36,041.01, plus
penalty el~arge~ Ailomey's commission and all other costs as provided in your Lea.~ and m take all
other actions available under the Lease and as provided at law to protect our interests.
Nofhlng contained herein shall be con.stmed as a waivex of any of our rights pursuant to the Lease
agre~nent or afforded by law.
Should you have any questions or would like to discuss this martex please contact me at (717) 975-
2767.
/¢a~ageca~nt
CC:
Steven G. Park, Heartland Properties Limited Partnership
John Morris, Esq., Heartland Properties,
Ronald Johnson, Esq., Cumberland County
$UN-26-20~2 i3:45 7i7 9?5 0923 96x P.02
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
THE COUNTY OF
CUMBERLAND,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 02-3578
CONFESSION OF JUDGMENT
NOTICE UNDER RULE 2958.!
OF JUDGMENT AND EXI~,CUTION TI~REON
NOTICE OF DEFENDANT'S RIGHTS
TO: The County of Cumberland
A judgment in the amount of $ 79,119.00 has been entered against you and in favor of the
plaintiff without any prior notice or hearing based on a confession of judgment contained in a
written agreement or other paper allegedly signed by you. The sheriff may take your money or
other property to pay the judgment at any time after thirty (30) days after the date on which this
notice is served on you.
You may have legal rights to defeat the judgment or to prevent your money or property
from being taken. YOU MUST FII,I~ A PETITION SEEKING RELIF~F FROM THE
JUDGMENT AND PRESENT IT TO A JUDGE WITHIN THIRTY (30) DAYS AFTER THE
DATE ON WHICH THIS NOTICE IS SERVED ON YOU OR YOU MAY LOSE YOUR
RIGHTS.
YOU SHOULD TAKE THIS PAPER TO YOUR LAWYER AT ONCE. IF YOU DO
NOT HAVE A LAWYER OR CANNOT AFFORD ONE, GO TO OR TELEPHONE THE
OFFICE SET FORTH BELOW TO FIND OUT WHERE YOU CAN GET LEGAL HELP:
Court Administrator
Fourth Floor
Cumberland County Courthouse
Carlisle, Pennsylvania 17013
(717)-240-6200
SKARLATOS & ZONARICH H.p
Dated.~.,~. ~ Oo~
John R Zon"arich, Esquire
Identification No. 19632
Todd F. Truntz, Esquire
Identification No. 83302
204 State Street
Harrisburg, Pennsylvania 17101
(717) 233-1000
Attorneys for Plaintiff
2
SAIDIS
SHUFF, FLOWER
& LINDSAY
ATrORN~SeAT,LAW
26 W. High Slreet
Carlisle, PA
HEARTLAND PROPERTIES, :
a Pennsylvania Limited partnership, :
Plaintiff :
:
v. : NO. 02-3578
:
CONFESSED JUDGMENT
THE COUNTY OF
CUMBERLAND,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
PETITION TO OPEN AND/OR STRIKE CONFESSED JUDGMENT
AND NOW, comes the Defendant, The County of Cumberland, by and through its
Solicitor, Robert C. Saidis, Esq., and petitions Your Honorable Court to open and/or strike the
Judgment entered in the above-captioned matter for the following reasons:
1. Your Petitioner, the Defendant, is the County of Cumberland, a county of the fourth
class, hereinafter Defendant.
2. Respondent is the Plaintiff in the above-captioned matter, Heartland Properties,
hereinafter Plaintiff.
3. The Plaintiff confessed judgment on July 31, 2002, against the Defendant in the
amount of seventy-nine thousand one hundred nineteen dollars ($79,119.00) on the
Confession of Judgment clause contained in a lease.
4. The lease between the Plaintiff and the Defendant was for the demised space used as
the office of District Justice Clement and a copy of the lease is attached to the
Complaint.
5. The Defendant vacated the premises on or about December 15, 2001,
to negotiate additional space with the Plaintiff.
6. The Defendant paid rent up to and including May 31, 2002, more than five months
after vacating the premises.
SAIDIS
SHUFF, FLOWER
& LINDSAY
AT~ORI~YS*AT*IAW
26 W. High Street
Carlisle, PA
7. The Plaintiff believes and therefore avers that District Justice Clement informed the
Plaintiff's agents on numerous occasions that his office would be relocating.
8. Plaintiff alleges that District Justice Clement and other employees attempted to
negotiate a sublease of all or part of the premises with Dr. Cluck and Dr. Heller, two
of the tenants who shared the demised building with District Justice Clement.
9. The Defendant relied upon the representations of the Plaintiff that the Plaintiff would
assist the Defendant in actively marketing the demised premises and securing an
acceptable, replacement tenant.
10. In addition to the oral assurances referred to in paragraph 9, Plaintiff also provided
written assurances to the same effect, which are attached to the Plaintiff's Complaint
as Exhibits 10 and 11 and which are also attached to this Petition as Exhibits A and B.
11. Article XX of the lease provides in part:
"In the event of any default as above set forth, Lessor, or anyone
acting on Lessor's behalf, at Lessor's option:
(a) May let said premises or any part or parts thereof to such person
or persons as may, in Lessor's discretion, be best; and Lessee shall
be liable for any loss of rent for the balance of the then current term.
Any such re-entry or re-letting by Lessor under the terms hereof shall
be without prejudice to Lessor's claim for actual damages, and shall
under no circumstances, release Lessee from liability for such
damages arising out of the breach of any of the covenants, terms, and
conditions of this Lease. (emphasis added)
12. Plaintiff has a duty to mitigate the damages against the Defendant for the following
reasons:
a) The Defendant is a governmental entity to which such duty must be extended;
b) The Defendant has justifiably relied on the oral and written representations of the
Plaintiff;
c) The Defendant is required by the terms of the lease; and
SAIDIS
SHUFF, FLOWER
& LINDSAY
ATrOP, I~YS.AT.LAW
26 W. High Street
Carlisle, PA
d) The applicable equitable principles requires the mitigation to prevent a
miscarriage of justice and unjust enrichment to the Plaintiff.
13. The Complaint of the Plaintiff, pursuant to rule Pa. R.C.P. 2950 et seq. fails to
comply with the Pennsylvania Rules of Civil Procedure in that it does not contain the
name and last known address of the Plaintiff.
14. Plaintiff has improperly calculated the rent which is due and payable.
15. Pursuant to Plaintiff's Exhibit 2 to the Complaint, a copy of which is attached hereto
and marked Exhibit C (The Lease Renewal Letter of December 17, 1998), the
monthly rental is three thousand two hundred thirteen dollars and ten cents
($3,213.10).
16. Pursuant to paragraph 29 of the Complaint, the monthly rental charged by the
Plaintiff is thirty-five hundred six dollars and five cents ($3,506.05) per month to
which is improperly added the sum of $505.10 per month pursuant to The Lease
Renewal Letter of December 17, 1998. ($61,058.90 plus $5,556.10, totals $66,615,
divided by 17 months equals $3,918.53)
17. Plaintiff's mathematical calculation is incorrect as is the inclusion of rental pursuant
to The Lease Renewal Letter of December 17, 1998, the inclusion of interest and the
calculation of the attorney's commission.
18. The Plaintiff consistently advised the Defendant that the lease terminated February
28, 2003.
19. The Plaintiff's Confessed Judgment is based on an improper mathematical calculation
of the rent and also extends the lease until December 31, 2003, for confession
purposes.
SAIDIS
SI-lUFF, FLOWER
& LINDSAY
ATI'ORI~Y~AT*t. AW
26 W. High $ffeet
Carlisle, PA
23.
24.
25.
a)
b)
20. The Defendant has justifiably relied on the Plaintiff, its agents and representatives, to
the detriment of the Defendant in the following respects:
a) The Plaintiff advised the Defendant, its employees and agents, that the lease
would expire on February 28, 2003;
b) The Plaintiff advised the Defendant that it may have a lease termination offer for
the Defendant's consideration by February 10, 2002;
c) The Plaintiff offered its assistance with Defendant's transition;
d) Plaintiff offered its assistance with locating an acceptable replacement tenant to
sublease the premises.
21. Defendant has justifiably relied on the representations of the Plaintiff.
22. The Plaintiff is equitably estopped from collecting the amount for which the
Judgment was Confessed.
The Plaintiff has erroneously calculated the rent, interest and attorney's commission.
The Defendant has moved promptly for opening and/or striking of this Judgment.
In support of said promptness, the Plaintiff alleges:
The Cumberland County Solicitor was on vacation until August 2, 2002;
The Cumberland County Solicitor was only advised that a Complaint was filed by
his staff and not that a Judgment was confessed;
c) The Cumberland County Solicitor was out of town on business the week of
August 5, attending the County Commissioners Association of Pennsylvania
Annual Convention and the meetings of the Disciplinary Board of the Supreme
Court;
d) It was only on August 13, 2002, that the Cumberland County Solicitor became
SAIDIS
SHUFF, FLOWER
& LINDSAY
A'I~AT*LAW
26 W. High S~reet
Carlisle, PA
aware that Judgment had been confessed;
e) This Petition is filed less than one week after the Cumberland County Solicitor
became aware the Judgment was confessed;
WHEREFORE, Petitioner prays Your Honorable Court to Open and/or Strike the
Judgment in the above-captioned matter for the reasons herein stated and requests that a Rule be
issued on the Respondent to show cause, if any it has, why said Judgment should not be open
and/or stricken.
Respectfully submitted,
SAIDIS, SHUFF, FLOWER & LINDSAY
Date:
rt C. Smdis, Esquire
Identification No. 21458
26 West High Street
Carlisle, PA 17013
717-243 -6222
Attorney for Defendant
VERIFICATION
I verify that the statements made in the foregoing instrument are tree and correct. I
understand that false statements herein are made subject to the penalties of 18 Pa.C.S. § 4904,
relating to unsworn falsification to authorities.
DATED:
J~tm Connolly, Chief'Clerk- //~
Cumberland County ~
SAIDIS
SHUFF, FLOWER
& LINDSAY
ATroP, I~YS*AT*LAW
26 W. High Street
Carlisle, PA
CM CUMBERLAND ~_ -NAGEMENT
75 UTLEY DRIVE. ,SUITE 109 - CAMP HILL, PA 17011
January 25, 2002
PHONE (717) 975-2.767
FAX (717) 975-0923
,Via Telecopier (717) 240-6445 & Regular Mall
Mrs. Sandy Giden
Commissioners of Cumberland County
One Courthouse Square
Carlisle, Pe-n~ylvania 17013
Lease Dated - February 6, 1991
By & Between'- Heartland Properties L.P., Lessor and
The County of Cumberland, Lessee
For Premises - 2,082 Sq. Ft., The Professional Center
Dear Mrs. Giden:
This letter is intended as a reminder and to conf~,'m our conversation from late last week
As of the date of this letter we have not received your rental payment for January, 2002.
We trust this payment will be received within the next few days and that your February,
2002 rental payment will soon follow.
As indicated in our conversation, the Lease remains in full force and effect until the sooner
date of either a mutual agreement for an early Lease termination or until the Lease
expiration on February 28, 2003.
You may be glad to hear that we have been very active marketing the space with a notice
to area commercial brokers, newspaper classifieds and by our website. We are also
working with the existing tenants roi' a portion of the space and have two prospective
companies interested in the balance of the space. Estimates to complete dividing the space
and address the renovations required are in progress. Under a best case scenario, we may
have a Lease termination offer for consideration by the Cumberland County within the
next two weeks. -
/ Cumberland Management
Please contact me at (717) 975-2767 or (717) 579-1534 should you have any questions.
CC:
Mr. Steven G. Park, Heartland Properties L.P.
Mr. Robert C. Saiclis, Esq.
Mr. Charles C. Clement, District Justice
CM CUMBERLAND MANAGEMENT
75 UTLEY DRIVE. SUITE 109 · CAMP HILL, PA 17011
May 23, 2002
Mr. John F. conn°Lly, Chief Clerk
Cumberland County Commissioners
1 Courthouse Square
Carlisle, Pennsylvania 17013
yin Certified Mail Return Receipt Requested
Lease Dated
Demised Premises
Premises Address
Tenant
Landlord
Dear Mr. Connolly:
February 6, 1991
- 2,082 Sq. Ft.
- 1106 Carlisle Road, Crimp Hill, PA 17011
The County of Cumberland, Lessee
Heartland Properties Limited Partnership, Lessor
This letter is a follow up to our meeting early last week and subsequent response by the property owner,
Heartland Properties Limited Partnership, as to your intended coarse of action relative to the above
referenced property.
lit, is our understanding the County of Cumberland wishes to un/laterally terminnte the Lease effective June
2002. Be advised that in the event the County of Cumberland does not pay any installment of Minlmum
Rent (Article 1]I) or Additional Rent (Articles IV, X, XI, XII. & XVII) as required by the Lease' dated
February 6, 1991 shall be a ' ·
breach and wolatmu of the Lease agreement as provided in Article XX -
Default by Lessee. In such event, should this monetary default continue for a period of five (5) calendar
days after the date any installment of Minlmum Rent or Additional Rent is due the Lessor may cause
Judgment to be entered against the Lessee for the whole balance of rent and additional rgllt, e~i/la~Lt~l lit
$36,041.01, as well as, penalty costs of eight percent (8%), Attorney's commission and for all other fights
and/or remedies, granted or allowed Landlords by any existing Statute, Act of Azsembly, or other law of
'this Commonwealth.
PHONE (717) 975-2767
FAX (717) 975-0923
It is the obligation of the County of Cumberland to honor it's Lease commitment. The County of
Cumberland hun not been precluded from marketing and/or finding a replacement Tenant for the premises.
We encourage a combined marketing effort between Landlord and Tenant and to arrange a mutually
satisfactory resolution to this matter.
Nothing herein shall be construed as a waiver of any of our rights ursuant to this
afforded by law. P Lease agreement or
Pleas,~rect your repJ~o my attention at your earliest convenience.
Brett Cruns
Cumberland Management
CC:
Steven G. Park, Heartland Properties L.P.
Robert Mirin, Esq., Cumberland Management
John Morris, Esq., Heartland Properties L.P.
Ray Johnson, Esq., Cumberland County
CM Cumbe. Management
December 17, 1998
Mrs. Janet Walters, Esq.
The County of Cumberland
1 Courthouse Square
Carlisle, Pennsylvania 17013
District Justice Clement - Lease Dated February 6, 1991
The. Professional Center
1106 Carlisle Road, Camp 1-rd[ PA 17011
Dea~ Mrs. Walters:
This letter will serve to
Properties L.P, confirm the terms of the lease renewal between Heartland
Lessor'and The
facility. County of Cumberland, Lessee for the above referenced
In accordance with our conversation, the lease renewed by its own terms for a period of
six (6) years commencing January 1, 1998. The minimum rent was adjusted predicated
upon the percentage increase in the Consumer Price Index (CPI) from the commencement
date and the date the option period commenced pursuant to Article XXV- Option to
Renew. The minimum rent will remain fixed at the current rate throughout the term of the
lease or until December 31, 2003. All other terms and conditions of the lease remain the
$ame.
Since~ly, ~
Cumberland Management
Please find enclosed a copy of Article
summary of the C.P.I. XXV'- Option to Renew from your lease and a
rental increase calculations for your review.
Should you have any questions, please do not hesitate to contact me at (717) 975-2767.
Enclosures
· CC:
Steven G. Park, Heartland Properties L.P.
Carrol Graham, Cumberland Management
75 Utley Drive, Camp Hill, PA 17011 * (717) 975-2767 - FAX (717) 975-0923
HEARTLAND PROPERTIES, :
a Pennsylvania Limited partnership, :
Plaintiff :
:
v. : NO. 02-3578
:
THE COUNTY OF
CUMBERLAND,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
CONFESSION OF JUDGMENT
~ ORDER
AND NOW, this~ day of August, 2002, upon consideration of the Defendant's
Petition to Open and/or Strike the Confessed Judgment in the above captioned matter, it is
ordered and directed that a Rule to show cause is issued upon the Plaintiff to show cause, if any
it has, why the Petition should not be granted and the Judgment opened and/or stricken.
Rule returnable twenty (20) days fxom the date of service.
SAIDIS
SHUFF, FLOWER
& LINDSAY
A~*AT*LAW
26 W. High Street
Carlisle, PA
By the Court:
VlNVA"IASNN3d
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
THE COUNTY OF
CUMBERLAND,
Defendant
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
:
:
: NO. 02-3578
: CONFESSION OF JUDGMENT
AMENDED CERTIFICATE OF RESIDENCE
I certify that Plaintiff, Heartland Properties Limited Partnership, resides at 75 Utley
Drive, Suite 109, Camp Hill, Cumberland County, Pennsylvania, 17011 and that Defendant, The
County of Cumberland, resides at 1 Courthouse Square, Carlisle, Pennsylvania, 17013. I
understand that false statements made in this certificate are subject to the penalties of 18 Pa.
Cons. Stat. Ann. § 4904, relating to unswom falsification to authorities.
SKARLATOS & ZONABICH LLP
Dated:
By:
John R. Zonarich, Esquire
Identification No. 19632
Todd F. Truntz, Esquire
Identification No. 83302
204 State Street
Harrisburg, Pennsylvania 17101
(717) 233-1000
Attorneys for Plaintiff
SKARLATOS & ZONARICH LLP
John R. Zonarich, Esq.
Todd F. Truntz, Esq.
204 State Street
Harrisburg, Pennsylvania 17101
(717) 233-1000
Attorneys for Plaintiff Heartland Properties LLP
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
Vo
THE COUNTY OF
CUMBERLAND,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 02-3578
CONFESSION OF JUDGMENT
PLAINTIFF'S RESPONSE TO DEFENDANT'S
PETITION TO OPEN AND/OR STRIKE CONFESSION OF JUDGMENT
AND NOW, comes Plaintiff, Heartland Properties LP, by and through its counsel,
Skarlatos & Zonarich LLP, to respond to Defendant The County of Cumberland's Petition to
Open and/or Strike Confessed Judgment as follows:
1. Admitted.
2. Admitted.
3. Denied. Plaintiff confessed judgment on July 26, 2002, against the Defendant in
the amount of seventy-nine thousand one hundred and nineteen dollars ($79,119.00) on the
Confession of Judgment clause contained within the lease executed by Plaintiff and Defendant
on or about February 6, 1991 and renewed thereafter on December 17, 1998.
4. Admitted.
5. Denied. After reasonable investigation, Plaintiff is without knowledge or
information sufficient to form a belief as to the truth or accuracy of the averments in paragraph 5
inasmuch as December 15, 2001 being the exact date upon which Defendant vacated the
premises. Therefore, said averments are denied. Strict proof thereof, if admissible, is demanded
at the time of trial.
6. Admitted.
7. Admitted in part and denied in part. It is admitted that Plaintiff was aware that
Defendant was desirous of terminating the lease with Plaintiff. It is denied that District Justice
Clement, individually, informed Plaintiff on numerous occasions that his office would be
relocating. After reasonable investigation, Plaintiff is without knowledge or information
sufficient to form a belief as to the truth or accuracy of these averments. Therefore, said
averments are denied. Strict proof thereof, if admissible, is demanded at the time of trial.
8. Denied. After reasonable investigation, Plaintiff is without knowledge or
information sufficient to form a belief as to the truth or accuracy of these averments. Therefore,
said averments are denied. Strict proof thereof, if admissible, is demanded at the time of trial.
By way of further response, Plaintiff attempted to negotiate with Dr. Gluck regarding the lease of
space that may have become available had the space occupied by Defendant been sub-leased.
Any negotiations between Plaintiff and Dr. Gluck solely represent Plaintiffs gratuitous efforts to
create alternate arrangements for Defendant so as to prevent Defendant's default of the said lease
agreement and in no way represent any duty whatsoever on the part of the Plaintiff, under said
lease or otherwise, to relieve Defendant of its responsibilities under the lease or any duty to
mitigate Defendant's damages. Plaintiff is simply unaware of any discussions or negotiations
that allegedly took place between Dr. Gluck and/or Dr. Heller and District Justice Clement and
his employees.
9. Denied. After reasonable investigation, Plaintiff is without knowledge or
information regarding whether Defendant relied upon alleged representations made by Plaintiff
sufficient to form a belief as to the troth or accuracy of these averments. Therefore, said
averments are denied. Strict proof thereof, if admissible, is demanded at the time of trial.
10. Denied. Any and all correspondence from Plaintiff to Defendant solely represent
Plaintiffs gratuitous efforts to create alternate arrangements for Defendant so as to prevent
Defendant's default of the said lease agreement and in no way represent any duty whatsoever on
the part of the Plaintiff, under said lease or otherwise, to relieve Defendant of its responsibilities
under the lease or any duty to mitigate Defendant's damages..
I 1. Admitted in part and denied in part. The substance of the text of Article XX as
represented in paragraph 11 is admitted. It is denied that the portion of paragraph 11 set forth in
bold typeface is an accurate representation of the typeface utilized in Article XX(2)(a).
12. Denied. Paragraph 12 contains averments that are conclusions of law to which no
responsive pleading is required. By way of further response Plaintiff has no duty to mitigate
damages against the Defendant since the lease in question is a commercial lease, Defendant
abandoned the subject property, and Plaintiff is a non-breaching landlord. See Stonehedge
Square Limited Partnership v. Movie Merchants, Inc., 552 Pa. 412, 715 A.2d 1082 (1998).
(a) Denied. Paragraph 12(a) contains averments that are conclusions of law to
which no responsive pleading is required. By way of further response, the law of the
Commonwealth of Pennsylvania as it regards a non-breaching landlord's absence of duty
to mitigate damages, applies to governmental entities as it does private entities.
(b) Denied. Paragraph 12(b) contains averments that are conclusions of law
to which no responsive pleading is required. By way of further response, as indicated in
paragraph 10 above, any and all correspondence from Plaintiff to Defendant solely
represent Plaintiffs gratuitous efforts to create alternate arrangements for Defendant so as
to prevent Defendant's default of the said lease agreement and in no way represent any
duty whatsoever on the part of the Plaintiff, under said lease or otherwise, to relieve
Defendant of its responsibilities under the lease or any duty to mitigate Defendant's
damages.
(c) Denied. Paragraph 12(c) contains averments that are conclusions of law to
which no responsive pleading is required. By way of further response, there are no lease
terms that either explicitly or implicitly require Plaintiff to mitigate damages when
Defendant is in breach thereof.
(d) Denied. Paragraph 12(d) contains averments that are conclusions of law
to which no responsive pleading is required. By way of further response, Plaintiff has no
duty to mitigate damages against the Defendant since this is a commercial lease,
Defendant abandoned the subject property, and Plaintiff was a non-breaching landlord.
See Stonehedge Square Limited Partnership v. Movie Merchants, Inc., 552 Pa. 412, 715
A.2d 1082 (1998).
13. Admitted. The name of the Plaintiff is Heartland Properties LP, with a last known
address of 75 Utley Drive, Suite 109, Camp Hill, Cumberland County, Pennsylvania, 17011.
14. Admitted. The base rent due and payable to Plaintiff is for the period June 1,
2002 through December 31, 2003 is $61,048.90 ($3,213.10 times 19 months) and not
$61,058.90.
15. Denied. The minimum rent, pursuant to Plaintiffs Exhibit 2, (December 17,
1998 lease renewal letter) is $3,213.10.
16. Denied. As indicated in paragraphs 13 through 15 above, the minimum rent
pursuant to the December 17, 1998 lease renewal letter is $3,213. I 0. Since Defendant has
breached the lease nineteen (19) months prior to termination by the lease terms, the minimum
rent due and payable to Plaintiff is $61,048.90. The amount $5,556.10 represents eleven (11)
months of arrearages resulting from Defendant's failure to remit the monthly minimum rent
increase of $505.10 beginning March 1, 1998 through January I, 1999.
17. Admitted in part and denied in part. Paragraph 17 is admitted, as a ten-dollar
($10.00) mathematical error was transcribed as set forth in paragraph 14, above. The base rent
due and payable to Plaintiffis for the period June 1, 2002 through December 3 I, 2003 is
$61,048.90 ($3,213.10 times 19 months) and not $61,058.90. Plaintiff denies that it incorrectly
included "rental pursuant to The Lease Renewal Letter of December 17, 1998," as the terms of
said lease renewal letter provide for minimum rent payments of $3,213.10 per month and all
other terms of the lease remained the same. Plaintiff denies that it incorrectly included interest
as such is provided under Article XX of the lease. Plaintiff admits that the calculation of
attorney's commission is incorrect. Said attorney's commission should be $3,767.07 and not
$3,767.57.
18. Denied. Any indication of a lease termination date prior to December 31, 2003 is
merely clerical/typographical error that has no effect upon the lease agreement. The renewed
lease term--six (6) years commencing January 1, 1998--is contained within the lease renewal
letter of December 17, 1998, to which both Plaintiff and Defendant agreed.
19. Admitted in part and denied in part. Paragraph 19 is admitted inasmuch as it
included an improper calculation of rent due and payable of $61,058.90 instead of $61,048.90.
Paragraph 19 is denied in that it improperly extends the lease term until December 31, 2003.
The renewed lease term--six (6) years commencing January 1, 1998 is contained within the
lease renewal letter of December 17, 1998, to which both Plaintiff and Defendant agreed.
20. Denied. Paragraph 20 contains averments that are conclusions of law to which no
responsive pleading is required.
(a) Denied. The renewed lease term--six (6) years commencing January 1,
1998 is contained within the lease renewal letter of December 17, 1998, to
which both Plaintiff and Defendant agreed. Any indication to the contrary is a
result of clerical/typographical error that has no effect upon the terms of the lease
agreement.
(b) Paragraph 20(b) is admitted to the extent that Plaintiff offered to
gratuitously assist Defendant in procuring alternate accommodations to satisfy
Defendant's obligations under the lease.
(c) Paragraph 20(c) is admitted to the extent that Plaintiff offered to
gratuitously assist Defendant in procuring alternate accommodations to satisfy
Defendant's obligations under the lease.
(d) Paragraph 20(d) is admitted to the extent that Plaintiff offered to
gratuitously assist Defendant in procuring alternate accommodations to satisfy
Defendant's obligations under the lease.
21. Denied. Paragraph 21 contains averments that are conclusions of law to which no
responsive pleading is required.
22. Denied. Paragraph 22 contains averments that are conclusions of law to which no
responsive pleading is required.
23. Admitted. As set forth in preceding paragraphs, the correct calculation of rent
due and payable to Plaintiff is $61,048.90. The correct calculation of interest is $5,577.12. The
correct calculation of attorney's commission is $3,767.07.
24. Admitted.
25. Paragraph 25 is neither admitted nor denied. After reasonable investigation,
Plaintiff is without knowledge or information sufficient to form a belief as to the truth or
accuracy of these averments.
WHEREFORE, Plaintiff respectfully requests that Defendant The County of
Cumberland's Petition to Open and/or Strike Confessed Judgment be denied and that judgment,
as authorized by the warrant set forth within Article XX of the Lease, be upheld in its favor and
against Defendant in the amended amount of $ 79,107.70, which includes interest at eight
percent (8%) costs of this suit and attorney's commission.
Respectfully submitted,
SKA~II,ATOS & ZONARICH LLP
Dated:
R Zonarich, Esquire
Identification No. 19632
Todd F. Tmntz, Esquire
Identification No. 83302
204 State Street
Harrisburg, Pennsylvania 17101
(717) 233-1000
Attorneys for Plaintiff
VERIFICATION
I, BRETT CRANS, declare that I am the authorized agent of HEARTLAND
PROPERTIES, LP, a limited partnership organized and existing under the laws of the
Commonwealth of Pennsylvania, that I am authorized to make this verification on its behalf, and
hereby certify that the facts set forth in the foregoing document are based upon information
which I have furnished to counsel, as well as upon information which has been gathered by
counsel and/or others acting on my behalf in this matter. The language in the document is that of
counsel and not my own. I have read the document, and to the extent it is based upon
information which I have given to counsel, it is true and correct to the best of my knowledge,
information and belief. To the extent that the content of the document is that of counsel, I have
relied upon counsel in making this Verification. I hereby acknowledge that the facts set forth in
the aforesaid document are made subject to the penalties of 18 Pa.C.S.A. ~4904 relating to
unswom falsification to authorities.
Dated:
Cumberland Management
for Heartland Properties, LP
SKARLATOS & ZONARICH LLP
John R. Zonarich, Esq.
Todd F. Truntz, Esq.
204 State Street
Harrisburg, Pennsylvania 17101
(717) 233-I000
Attorneys for Plaintiff Heartland Properties LLP
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
Vo
THE COUNTY OF
CUMBERLAND,
Defendant
: IN THE COURT OF COMMON PLEAS
: CUMBERLAND COUNTY, PENNSYLVANIA
:
: NO. 02-357g
:
: CONFESSION OF JUDGMENT
CERTIFICATE OF SERVICE
I, Sherry L. Devlin, an employee with the law firm of Skarlatos & Zonarich LLP, hereby
certify that I this day served a copy of the foregoing document upon the person(s) indicated
below by United States, certified mail addressed as follows:
Date: September 18, 2002
Saidis, Shuff, Flower & Lindsay
Robert C. Saidis, Esquire
26 West High Street
Carlisle, PA 17013
Sherry L. Devli~
SKABLATOS s ~z{)N?fl~lCH :1
10
SHERIFF'S RETURN -
CASE NO: 2002-03578 p
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
HEARTLAND PROPERTIES
VS
COUNTY OF CUMBERLAND THE
REGULAR
BRIAN BARRICK , Sheriff or Deputy Sheriff of
Cumberland County, Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
COUNTY OF CUMBERLAND THE the
DEFENDANT , at 1600:00 HOURS,
at ONE COURTHOUSE SQ
CARLISLE, PA 17013
RICHARD ROVEGNO
on the 29th day of July , 200~2
by handing to
COUNTY COMMISSIONER
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing His attention to the contents thereof.
Sheriff's Costs:
Docketing 18.00
Service .00
Affidavit .00
Surcharge 10.00
.00
28.00
Sworn and Subscribed to before
me this ?P~ day of
~ ~-~ A.D.
' t~rothonot ary
So Answers:
R. Thomas Kline
o7/3o/2oo2
SKARLOTOSBy: & ZONARICH~~ ~ X //
Deputy Sheriff'
SHERIFF'S RETURN
CASE NO: 2002-03578 P
COMMONWEALTH OF PENNSYLVANIA:
COUNTY OF CUMBERLAND
HEARTLAND PROPERTIES
VS
COUNTY OF CUMBERIJZND THE
- REGULAR
KATHY CLARKE , Sheriff or Deputy Sheriff of
Cumberland County, Pennsylvania, who being duly sworn according to law,
says, the within COMPLAINT & NOTICE was served upon
COUNTY OF CUMBERLAND THE the
DEFENDANT , at 1525:00 HOURS, on the 2nd day of August
at ONE COURTHOUSE SQ
2002
CARLISLE, PA 17013
JOHN CONNOLLY, CHIEF CLERK
by handing to
a true and attested copy of COMPLAINT & NOTICE
together with
and at the same time directing His attention to the contents thereof.
Sheriff,s Costs:
Docketing 18.00
Service .00
Affidavit .00
Surcharge 10.00
.00
28.00
Sworn and Subscribed to before
me this 2~ day of
P~ ~ ~-~ A.D.
[~rothonotary · ' -
So Answers:
R. Thomas Kline
08/05/2002
SKARLOTOS & ZONARICH
By: ~ ~
D~y Sheriff
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
Vo
THE COUNTY OF
CUMBERLAND,
Defendant
IN THE COURT OF COMMON PLEAS
CUMBERLAND COUNTY, PENNSYLVANIA
NO. 02-3578
CONFESSION OF JUDGMENT
PRAECIPE TO SETTI,E~ SATISFY & DISCONTINUE
TO THEPROTHONOTARY:
Kindly mark the above-captioned matter settled, satisfied and discontinued with prejudice·
Respectfully Submitted,
SKARLATOS & ZONARICH LLP
Dated: January 6, 2003
Identification No. 19632
Todd F. Tmntz, Esquire
Identification No. 83302
204 State Street
Harrisburg, Pennsylvania 17101
(717) 233-1000
Attorneys for Plaintiff
HEARTLAND PROPERTIES,
a Pennsylvania Limited Partnership,
Plaintiff
Vo
THE COUNTY OF
CUMBERLAND,
Defendant
· IN THE COURT OF COMMON PLEAS
· CUMBERLAND COUNTY, PENNSYLVANIA
· NO. 02-3578
:
· CONFESSION OF JUDGMENT
CERTIFICATE OF SERVICE
I, Sherry L. Devlin, an employee with the law firm of Skarlatos & Zonarich LLP, hereby
certify that I this day served a copy of the foregoing document upon the person(s) indicated
below by United States, postage prepaid, at Harrisburg, Pennsylvania, and addressed as follows:
Saidis, Shuff, Flower & Lindsay
Robert C. Saidis, Esquire
26 West High Street
Carlisle, PA 17013
Date: January 6, 2003
S~hlrry L De d ~p~~