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Home My WebLink About00-05355 " '. WILLl:AMS CUKER & BEREZOFSKY BY: Gerald J. Grant, Jr., Esquire IDENTIFICATION NO.: 85337 One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103 (215) 557-0099 Attorney for Plaintiffs Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA RICHARD NICHOLLS v. CORPORATE OFFICE PROPERTIES TRUST and CORPORATE REALTY MANAGEMENT and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. and FIRST INDUSTRIAL REALTY TRUST, INC. JURY TRIAL DEMANDED Defendants. NO. 00-5355 Civil PLAINTIFF'S RESPONSE TO DEFENDANT FIRST INDUSTRIAL REALTY TRUST, INC.'S PRELIMINARY OBJECTIONS I. FAILURE OF PLEADING TO CONFORM TO LAW OR RULE OF COURT 1-2. Denied as legal conclusions, requiring no further answer. 3. Admitted as stated. 4. Admitted in part; denied in part. It is admitted that plaintiff has not attached a copy of "the contract" to the complaint. It is denied that plaintiff bases his claim against moving defendant upon any written contract in the manner governed by Pa.R.C.P. 1019(g). 5. Admitted as stated. ',~ ,,.,.,..-'" ~ ~ 6. Denied. Plaintiff's claim against moving defendant doeg not arise from any written report, and! or is not "based" on a writing in the manner governed by Pa.R.C. P. 1019 (g) . To the contrary, the claim is one sounding in negligence. Therefore, Pa.R.C.P. 1019(h) does not apply. 7. Admitted as stated. 8. Denied as a conclusion of law which requires no responsive pleading. By way of further answer, Pa.R.C.P. 1019(h) requires only that special damages be specifically stated, not supported by documents. 9. Admitted only that defendant incorporates its previous averments. To the extent necessary, plaintiff hereby realleges his previous responses. 10. Denied as legal conclusions, requiring no further answer. 11. Admitted as stated. 12. Denied as a conclusion of law requiring no further response. By way of further answer, plaintiff sufficiently identifies hazardous substances and other pollutants to which he was exposed, complaint ~13. By way of further answer, the rules of civil procedure do not require plaintiff to prove causation, or plead evidence in his complaint. 13. Admitted as stated. 14. Denied. The complaint provides defendant with amply adequate facts sufficient to allow defendant to form and state a 2 -,-,,,,,,,,,,,!, 1" ~ defense. Nothing is required at the pleading stage. 15. Admitted as stated. 16. Admitted as stated. 17. Denied. Paragraph 15 specifically states plaintiff's "special damages." Nothing more is required at the pleading stage. By way of further answer, plaintiff's damages are ongoing, and will be quantified as discovery progresses. 18. Admitted as stated. 19. Denied. The procedural rules require only that facts material to a cause of action be pleaded in a concise and summary form; plaintiff is not required to plead the level of each contaminent which is considered "background." Admitted as stated. 20. 21. Denied. Plaintiff does not aver that he is presently undergoing any medical surveillance and/or monitoring; rather, he makes a claim that such remedial measures must be implemented. 22. Denied as a conclusion of law, requiring no responsive pleading. By way of further answer, plaintiff's averment is replete with the specificity required by the Rules, and Supreme Court precedent. 23. Admitted. 24. Denied as a conclusion of law, requiring no responsive pleading. 25. Admitted. 3 1,-, "1 ."~ ~r". # 26. Admitted. 27. Admitted as stated. However, by way of further answer, plaintiff has no obligation to identify these matters at the pleading stage. 28. Denied as a legal conclusion requiring no further answer. 29. Admitted. 30. Admitted. 31. Admitted. 32. Denied. Plaintiff specifically pleads in paragraph 31 of his complaint that defendants engaged in wanton, reckless and outrageous disregard for the health and safety of the plaintiff and similarly situated persons. 32.' Denied. Plaintiff's claim for punitive damages incorporate by reference his other claims, and is not pleaded as a separate cause of action from Counts I, II and III of his complaint. It is further denied that plaintiff has failed to plead the required conduct giving rise to a claim for punitive damages. See response to paragraph 32, above. 33. Denied. Plaintiff incorporates his responses to paragraphs 1 through 32 as if more fully set forth at length herein. 34. Admitted. 'Two paragraphs in defendant's Preliminary Objections are designated as no. 32. 4 '~ J 35. Admitted. 36. Denied. Plaintiff is precluded from naming his employer as a defendant under the Workers' Compensation laws of Pennsylvania. Furthermore, plaintiff's employer's request that he be present at the workplace does not give rise to a cause of action against the employer, or render the employer an indispensable party to this action. 37. Admitted. 38 Denied. See response to ~27 above. WHEREFORE, plaintiff Richard Nicholls respectfully requests that defendant First Industrial Realty Trust, Inc.'s preliminary objections be denied. Respectfully submitted, GE D J. GRA T, JR., ESQUIRE Attorney I.D. #85337 Williams Cuker & Berezofsky One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103-1895 Counsel for Plaintiff Richard Nicholls Date: January 2, 2001 5 ~~'I ^ CERTIFICATE OF SERVICE I, GERALD J. GRANT JR., hereby certify that on this date I served a true and correct copy of the foregoing Plaintiffs' Response to Defendant First Industrial Realty Trust Inc.'s Preliminary Objections addressed to Defendant by U.s. first class mail, postage prepaid upon the following counsel and parties of record: Michael A. Finio,Esquire Paige Macdonald-Matthes, Esquire 2 North Second Street, 7th Floor Harrisburg, PA 17101 Attorneys for Defendant Date: January 2, 2001 0_1' "I ~ ," ~ - . C) c::> n f~ ':-/1 \.- --< q]~f,; ~U" , ~ ::::::. c-- , hl (f) W 0 -< .' ~) r: c., , :::'"~ I,.' -~ j> Cj _.:-.. .. , C) N ;::-i )> C ;:~j ,n ~ -; :::J p =< ::D (;;) -< _P. "J,,~~~~~~mamm.wtr:~"'''ii'iF:V'''''';'''',"~Y\"'f'''"~:%'O;''''''.t-\!SI~r.mll!l!llj\l~JJ!t~_"..~,_ ,." ,~~, 1- ~'if<;:~_?:~i;_;; . WILLIAMS & CUKER BY: Gerald ~. Williams IDEIIITlFlCATlOIIIIIIO.: 36418 OlliE PENIII CEIllTER AT SUBURBAIII STATIOIII 1617 ~OHIII F. KEIIIIIIEDY BOULEVARD, SUITE 800 PHIlADELPHIA, PA 19103-2030 (215) 557-0099 AlTORIIIEY FOR PlAllIITlFf RICHARD IIIICHOLLS RICHARD IIIICHOLLS 311 Keith Road Mechanicsburg, PA 17050-3050 COURT OF COMMOIII PLEAS CUMBERlAlIID COUIIITY CIVIL DlVISIOIII Plaintiff, ~URY TRIAL DEMAIIIDED vs. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MAIIIAGEMEIIIT 207 Hollse Avenue, Suite 107 Camp Hill, PA 17011 and CORPORATE OFFICE PROPERTIES HOLDIIIIGS, IIIIC. 8815 Centre Park Drive, Suite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, IIIIC. 2780 Commerce Drive Middletown, PA 17057 Defendants. 11I0. 00-5355 Civil 1II0TlCE TO PLEAD You have been sued in court. If you wish to defend against the claims set forth in the following pages, you must take action within twenty (20) days after this complaint and notice are served, by entering a written appearance personally or by attorney and filing in writing with the court your defenses or objections to the claims set forth against you. You are warned that if you fail to do so the case may proceed without you and a judgment may be entered against you by the court without further notice for any money claimed in the complaint or for any other claim or relief requested by the plaintiff. You may lose money or property or other rights important to you. YOU SHOULD TAKE THIS PAPER TO YOUR lAWYER AT OIllCE. IF YOU DO IIIOT HAVE A lAWYER OR CAIIIIIIOT AFFORD OlliE, GO TO OR TELEPHOIIIE THE OFFICE SEl FORTH BELOW TO FIIIID our WHERE YOU CAlli GEl LEGAL HELP. THOMAS E. CHEFFINS COURT ADMIIIIISTRATOR OlliE COURTHOUSE SQUARE, 4TH FLOOR CARUSLE, PEIIIIIISYLVAIIIIA 17013 (717) 240-6200 , , -r' '@'!I~ -I . WILLIAMS CUKER & BEREZOFSKY BY: Gerald J. Williams, Esquire IDENTIFICATION NO.: 36418 One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103 (215) 557-0099 Attorney for Plaintiffs RICHARD NICHOLLS 311 Keith Road Mechanicsburg, PA 17050-3050 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Plaintiff, v. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MANAGEMENT 207 House Avenue, Suite 107 Camp Hill, PA 17011 and CORPORATE OFFICE PROPERTIES HOLDINGS, l:NC. 8815 Centre Park Drive Suite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, INC. 2780 Commerce Drive Middletown, PA 17057 JURY TRIAL DEMANDED Defendants. NO. 00-5355 Civil COMPLAINT (CIVIL ACTION) 1. Plaintiff Richard Nicholls [hereinafter, "Plaintiff"] is an individual citizen of the Commonwealth of Pennsylvania, residing . '."" , ~ therein within Cumberland County at the above-referenced address. 2. At all times material hereto, beginning in or about June, 1995, plaintiff was employed in an office within a commercial office building located at 2605 Interstate Drive in Harrisburg, Pennsylvania. [Hereinafter, this building is referenced as ~the Building" or ~the Property"]. Plaintiff's job required him to spend a substantial portion of each business day in the Building. At all times material hereto, he has been a business invitee, legally present in the Building. 3. Defendants Corporate Office Properties Holdings, Inc. and Corporate Office Properties Trust are corporations or other business entities, with a principal office at the above-captioned address in Maryland. They are authorized to do business in the Commonwealth, and regularly conduct business therein. These defendants are the owners and/or operators of the Building in which plaintiff's office is located. 4. Defendant Corporate Office Properties Holdings, Inc. is the general partner of the entity designated as the Landlord in an amended lease executed between the Landlord and plaintiff's employer. At true and correct copy of an amendment to the original lease, effective February 1, 1999, is attached hereto as Exhibit "A." 5. By virtue of the amendment of the original lease, and as 2 '!'\!ll!'lI.,_ , ~7:')''' 0'-, - successors in interest to the original landlord, Corporate Office Properties Holdings, Inc. and/or Corporate Office Properties Trust undertook all of the landlord's responsibilities under the original lease, and assumed all associated liabilities, debts and obligations. A true and correct copy of the original lease is attached hereto as Exhibit "B," and incorporated herein by reference. 6. Defendant Corporate Realty Management is a business entity organized under the laws of Pennsylvania, regularly conducting business wi thin Cumberland County at the above-captioned address, where its principal office is located. On information and belief, it is a subsidiary of defendant Corporate Office Property Holdings, Inc. 7. Corporate Realty Management, at times material to this complaint, approximately since October 1, 1999, has been contractually charged with responsibility for managing and maintaining the Building and the safety of its occupants. 8. Defendant First Industrial Realty Trust, Inc. is a corporation authorized to do business, and conducting business within the Commonwealth, maintaining a principal office at 2780 Commerce Drive in Middletown, Pennsylvania. 9. At times material to this complaint, since approximately June, 1995 through September, 1999, First Industrial Realty Trust, Inc. was contractually charged with responsibility for managing and 3 ',-.",.. " , " maintaining the Building and the safety of its occupants. 10. Beginning in August, 1998, plaintiff began experiencing a variety of symptoms associated with exposure to hazardous substances and pollutants, including difficulty breathing and other respiratory problems including but not limited to asthma and/or its aggravation, aggravation of allergies, acute and chronic bronchitis, and hyperaeration of lungs. 11. In July, 2000, plaintiff was diagnosed with chronic pulmonary conditions consistent with emphysema. 12. Beginning sometime in 1996, plaintiff began experiencing eye-related symptoms including but not limited to irritation and itching of his eyes, blurred vision, and early onset cataracts. These ill effects are associated with exposure to hazardous substances and other pollutants. Plaintiff has suffered these problems continually; his most recent cataract was diagnosed in August, 1998. 13. In 1999, plaintiff discovered that his workplace had been seriously contaminated, and remained contaminated, with significant amounts of hazardous substances and pollutants, including but not limited to environmental tobacco smoke and its constituents, such as vinylpyridine, phenol, benzene, formaldehyde, and xylene, as well as other toxic polycylic aromatic hydrocarbons [~PAHs"] and volatile organic contaminants [~VOCs"], including but not limited 4 "~'lI'(lII'~1 to chloroform, acetone, trichloroethylene, methylene chloride, and a-pinene. 14. Plaintiff suffered the aforesaid symptoms, injuries and related harms as a result of his exposure to the contaminants in his workplace. As averred in greater detail hereinbelow, that exposure resulted from the culpable acts of defendants. 15. Plaintiff's aforesaid symptoms, injuries and related harm resulted in his inconvenience, annoyance and disturbance; pain, suffering and emotional distress, all of which required him to expend money for environmental assessments, medical tests and medical treatment, resulted in a loss of wages and caused a disruption in his daily acti vi ties, occupations and pur sui ts. Plaintiff's injuries and associated harms and damages continue through the present time. permanent. 16. In addition, plaintiff's exposure has been to hazardous substances and pollutants at levels greater than normal Rbackground." This exposure has significantly increased his risk Some or all of them are, or may be of contracting lethal, latent illnesses, including cancer, making it necessary for him to undergo a regimen of medical surveillance and/or monitoring in order to detect any future disease in a manner permitting timely intervention. 5 ~J_ :~ I , COUNT I PLAINTIFF VS. ALL DEFENDANTS NEGLIGENCE 17. Plaintiff incorporates by reference paragraphs 1 through 16 as though each were fully set forth herein. 18. Plaintiff's workplace exposure to hazardous substances and other pollutants resulted from the negligence of defendants, their agents, servants and employees, all of whom acted or failed to act at all material times within the course and scope of their agency, service and employment. 19. Said negligence included: a) negligent maintenance of a dangerous condition in the Building; b) negligent failure to warn plaintiff and persons in his position of the dangerous condition; c) negligent failure to inspect the condition of the Building; d) negligent maintenance of the Building, including its heating, ventilation and air supply systems; e) negligent failure to supply or maintain proper ventilation; f) negligent design, construction and/or maintenance of "smoking areas" within the Building, from which environmental tobacco smoke was regularly and excessively released into I, I I ! , I, I' I , plaintiff's working area; 6 I, I, I I t,;", ., _,or" . g) negligent failure to provide or install adequate precautions against the release of environmental tobacco smoke and other pollutants into plaintiff's workplace; h) negligent maintenance of ducts and/or other devices directly conveying pollutants into plaintiff's workplace; i) negligent maintenance of ventilation fans, and failure to replace defective fans in a timely manner; j) negligent placement, construction and/or maintenance of roof vents, including both exhaust and intake vents and air handlers; k) negligent hiring or supervision of independent contractors; 1) negligent failure to provide necessary special precautions to independent contractors; and m) such other negligence as will be ascertained in the course of discovery. 20. As a result of said negligence, plaintiff suffered the harms and damages averred hereinabove. WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and severally, in an amount in excess of the arbitration limit in Cumberland County, with such interest, costs and fees as are allowed by law. 7 ,- COUNT II PLAINTIFF VS. DEFENDANTS CORPORATE OFFICE PROPERTIES TRUST AND CORPORATE OFFICE PROPERTIES HOLDINGS. INC. BREACH OF CONTRACT 21. Plaintiff incorporates by reference paragraphs 1 through 20 as though each were fully set forth herein. 22. Plaintiff was, and is a third party beneficiary of the lease between defendants and his employer (Exhibit "Bn). 23. In committing the culpable acts and/or failures to act alleged in paragraph 19, supra, defendant breached material provisions of the lease (Exhibit B), including sections 12.03; 12.07(i); 12.07(ii); and 13.02. 24. As a result of these breaches, plaintiff suffered the harms and damages averred hereinabove. WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and severally, in an amount in excess of the arbitration limit in Cumberland County, with such interest, costs and fees as are allowed by law. COUNT III PLAINTIFF VS. DEFENDANTS CORPORATE OFFICE PROPERTIES TRUST AND CORPORATE OFFICE PROPERTIES HOLDINGS. INC. BREACH OF IMPLIED WARRANTY OF HABITABILITY 25. Plaintiff incorporates by reference paragraphs 1 through 24 as though each were fully set forth herein. 26. By causing inj ury to plaintiff in the manner averred hereinabove, defendants breached an implied warranty that the 8 -_"f~_, ~ , ~ ~ commercial space used and occupied by plaintiff would be habitable and fit for use and occupation as an office. 27. As a result of said breach, plaintiff suffered the harms and damages averred hereinabove. WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and severally, in an amount in excess of the arbitration in Cumberland County, with such interest, costs and fees as are allowed by law. COUNT IV PLAINTIFF VS. ALL DEFENDANTS CLAIM FOR PUNITIVE DAMAGES 28. Plaintiff incorporates by reference paragraphs 1 through 27 as though each were fully set forth herein. 29. At all material times, defendants, and each of them, had actual knowledge of the ill effects on plaintiff's health caused by the contamination of his workplace. 30. Despite said knowledge, defendant failed and refused to take any timely measures to detect, identify, or ameliorate the contamination, and persisted in the culpable conduct averred hereinabove. 31. Defendant engaged in this culpable conduct for their own financial benefit, and/or in wanton, reckless and outrageous disregard for the health and safety of plaintiff and similarly situated persons. 9 _0 -1 ~_ , 0 ,''')"r WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and severally, in an amount in excess of the arbitration in Cumberland County, with such interest, costs and fees as are allowed by law. Respectfully submitted, lAMS, ESQ .D. #36418 uker & Berezofsky Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103-1895 Counsel for Plaintiff Richard Nicholls Date: October 19, 2000 10 "'" -,~ I ' -,~ ',' , - Oct 17 00 03:45p Williams Cuker Berezcfsk~ (2151557-0673 p.1.2 - VE1l.I!'ICATION RICHARD NICHOLLS hereby states that he is the plaintiff in this action and verifies that the statements made in the foregoing Complaint in Civil Action are true and correct to the best of his knowledge, information and belief. The undersigned understands that the statements therein are made subject to penalties of 18 Pa.C.S.A. Sec. 4904 relating to unsworn falsification to authorities. ~. ~ ~~ ICHARD NICHOLLS Dated: 10/1 If / tJl) -'<"""!YI,:!"'_II tv--' (' SECOND AMENl>MENT TO AGREEMENT OF LEASE (2605 Interstate Drive, Harrisburg, P A) THIS SECOND AMENDMENT TO LEASE AGREEMENT (the "Amendment") is made this day of , 1999, by and between COMCOURT INVESTORS, L.P., a Delaware limited partnership ("Landlord") and UNITED STATES FIDELITY AND GUARANTY COMPANY ("Tenant"), WITNESSETH: WHEREAS, Landlord's successor in interest, Consolidated Rail Corporation and Tenant executed that certain Office Lease dated March 30, 1995, as amended by that certain First Amendment to Lease dated June 26,1995 (collectively, the "Lease") by the terms of which Tenant leased from Landlord and Landlord leased to Tenant that certain premises with improvements thereon containing 19,903 rentable square feet of area (the "Original Premises") located in Landlord's office building located at 2605 Interstate Drive, Harrisburg, Pennsylvania (the "Building"); and ( WHEREAS, Tenant has requested Landlord and Landlord has agreed to reduce the area of the Premises and to amend the Lease as set forth more specifically in this Amendment. - NOW, THEREFORE, in consideration of the above recitals, the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 1. Effective Date. The Effective Date of this Amendment is February 1, 1999. 2. Reduced Premises. Commencing on the Effective Date and continuing until the Expiration Date ofJune 30, 2002, subject to Tenant's rights of renewal as set forth in the Lease, the Premises (as that term is defined in the Lease) shall be amended to consist of only a portion of the Original Premises, which portion shall consist of approximately 5,269 rentable square feet of floor area located on the second floor of the Building, as shown on!Exhibit A attached hereto and made a part hereof (the "Reduced Premises"), Exhibit A attached to the First Amendment shall be deleted as of the Effective Date and Exhibit A attached hereto shall be inserted in lieu thereof. As of the Effective Date, all references in the Lease to the "Premis~s" shall be deemed to refer to the Reduced Premises. The remaining portion of the Original Premise~ which consists ofl4,634 rentable square . feet (the ''Released Premises") is hereby released and shall no longer be considered a part of the Premises. 3. Imorovement of Reduced Premises. Landlord shall not be required to make any improvements to the Reduced Premises or to divide the Original Premises from the Reduced r' ' Premises. \.. 4. Amendment of Section 5.01--Base Rent. Sections 5.01(i) and (ii) of the Lease and Section 3 of the First Amendment are hereby deleted and the following is inserted in lieu thereof: (i) Bas" Rent for the balance of the Lease Term shall be as follows: Lease Year Rent Pn Rentable Sooare Foot Base Relit Per AIIDam MontbJv Base Rent 7/1/95-1131199 $13.65 $271,675.95 $22,639.66 2/1199-6/30/02 $13.65 $ 71,921.88 $5,993.49 ~"""':-~"'''I - ~" ~ "'"~, -,~" .ii'~"""'" ~ :1" . ;wmi!W!Wi ~'~.","- ( ( . S:\SHAJlE\l..EGAL\rom~.~lI#f,_lam.wpd 1/13199 """ (ii) Base Rent for the Renewal Term (as defined in the Lease) shall be as follows: 8 $15.65 $ 82,459.80 $6,871.65 9 $16.12 $ 84,936.24 $7,078.02 10 $16.60 $ 87,465.36 $7,288.78 11 $17.10 $ 90,099.96 $7,508.33 12 $17.61 $ 92,787.12 $7,732.26 5. Amendment of Termination Right. Notwithstanding anything in Section 1.04 of the Lease to the contrary, in no event shall Tenant have the right to terminate the Lease for the Premises, or for any portion thereof, effective at any time prior to January 1,2002. 6. Notices. The notice addresses for Tenant in Section 24 of the Lease shall be deleted and the notice addresses for Tenant as shown on Exhibit B shall be substituted in lieu thereof. 7. Released Premises. Landlord, on behalf, its successors and assigns, hereby (i) promises, releases and forever discharges Tenant and all of its employees, agents, directors, officers, partners, and each of its parent, subsidiaries, affiliates, divisions, branches, departments, successors and assigns from each and every obligation, covenant, liability, right, claim, debt and cause of action whatsoever, known or unknown, foreseen or unforseen, which Landlord has or may have from and after the date hereofby reason of any matter, cause or thing whatsoever, arising under, resulting from or relating in anyway to the Released Premises, any alleged breach of the Lease with respect to the Released Premises, and (ii) acknowledges that the Lease is hereby terminated in all respects as of the Effective Date with respect to the Released Premises. 8. Reserved Parking Spaces. The fifth sentence of Section 1.01 shall be amended by deleting the words "four (4)" in subclause (i) thereof and substituting the words "two (2)" in lieu thereof. 9. Broker. Tenant represents that Tenant has not dealt directly or indirectly with any broker in connection with this Amendment, and Tenant warrants that no broker negotiated this Amendment or is entitled to any commissions in connection with this Amendment. Tenant agrees to indemnify . and hold Landlord harmless from and against any and all damages, costs and expenses due in connection with a breach of this representation. 10. Ratification of Lease. All other terms, covenants and conditions of the Lease shall remain the same and continue in full force and effect, and shall be deemed unchanged, except as such terms, covenants and conditions of the Lease have been amended or modified by this Amendment, and this Amendment shall, by this reference, constitute a part of the Lease. . IN WITNESS WHEREOF, the undersigned have set forth their hands and seal as of the date set forth below their respective signatures. WITNESS OR ATTEST: LANDLORD: COMCOURT INVESTORS, L.P. By: Corporate Office Properties Holdings, Inc. General Partner By: Name: Title: (SEAL) "', " ~~ ) ) J ",':~.' , OFFICE LEASE INDENTURE OF LEASE dated this 30th day of March, 1995 made between CRC PROPERTIES INC. with offices at 2001 Market Street - 7B, Philadelphia, P A 19101-1407 ("Landlord"), and UNITED STATES FIDELITY AND GUARANTY COMPANY, a Maryland corporation, having offices at 5801 Smith Avenue, Baltimore, MD 21209 ("Tenant"). WITNESSETH: The parties intending to be legally bound hereby agree as follows: Section 1 Premises: Term 1.01 Premises; Lease Term. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord a portion of the second floor consisting of 17,508 stipulated useable square feet and 19,259 stipulated rentable square feet, as shown on floor plan attached hereto as Exhibit A and made a part hereof (the "Premises") in the building (the "Building") located at 2605 Interstate Drive, Harrisburg, P A. The Premises are leased, together with the appurtenances, including without limitation, the right to use in common with others, the lobbies, elevators, and other public and common portions of the Building and parking facilities. TO HAVE AND TO HOLD unto Tenant, its permitted successors and assigns, for the term of seven (7)years (the "Lease Term") commencing on July 1, 1995 ("Commencement Date") and ending on June 30, 2002 ("Expiration Date"), unless terminated sooner pursuant to this LeaSe or law. In the event that "substantial completion" (as deftned in Section 4.02) of the Initial Tenant Improvements occurs prior to July 1, 1995, then except for Tenant's right of entry pursuant to Section 1.03 for which no Rent shall be due, Tenant shall be obligated pay the Rent to Landlord as set forth in Section 5 on a daily pro rata basis, and Landlord and Tenant shall be obligated to comply with all the terms, covenants and obligations set forth in this Lease. Tenant shall also have the right to the use of (i) four (4) reseIVed parking spaces near the entrance to the Building, (ii) three (3) reseIVed parking spaces in the back row of the lot on the east side of the Building as designated by Landlord, which location may be changed from time-to-time by Landlord upon notice to Tenant; and (iii) 125 non-designated parking spaces, in common with others entitled to use such areas, free of cost in the Building's parking lots, subject to the terms and conditions of this Lease and to the Rules and Regulations attached hereto as Exhibit B. 1.02 Delivery of Premises. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, (i) this Lease will not be void or voidable (except as specifically provided below) and (ii) Landlord will not be liable to Tenant for any resultant loss or damage (except as specifically provided below); however, in such event the Commencement Date shall be changed to reflect the actual date that Landlord delivers m ''3,> ~"'''''~''''''''''''''_I'''''''''''''''''''''''''''~~'''''~~._''''''''''''<''''''~'''''''~'''''''''>'''''''_",.,..,.,.._.",,,,,..._,..,,._. r_""......,.,.._"'~"'".",. ,~ - ) ) ) possession of the Premises to T~nant. If Landlord fails to provide possession of the Premises to Tenant on the Commencement Date due to causes not related to Tenant's actions, then: (a) Rent will be waived for the period between the Commencement Date and the date on which Landlord delivers possession of the Premises to Tenant, (b) and the Lease Term will be extended by a period equal in length to the delay, provided that Tenant has complied with all of Tenant's obligations set forth in the Lease. In addition, if Landlord fails to provide possession of the Premises to Tenant by July 5, 1995 due to causes within Landlord's reasonable control, then Tenant shall be entitle to one (I) days free Base Rent for every day after July 5, 1995 until the Premises are substantially complete (as defmed in Section 4.02) (the "Base Rent Credit"). The Base Rent Credit shall be applied from and after the Commencement Date until exhausted, Notwithstanding the aforesaid, in the event that Landlord fails to deliver possession of the Premises by September I for any reason, then Tenant shall have the option to terminate this Lease by givingLandlord notice by October 11, 1995. If Tenant exercises its right to terminate this Lease pursuant to the above stated option, then neither party shall have any further obligations under this Lease. 1.03 Tenant Access Prior to Commencement Date. Landlord shall provide Tenant access to the Premises thirty (30) days prior to substantial completion of the Initial Tenant Improvements for the purpose of accepting delivery of, storing, installing and testing of Tenant's furniture, telephone and computer systems; provided however, that (i) Tenant, its employees, contractors and agents do not interfere with Landlords construction of the Initial Tenant Improvements, (ii) Tenant shall solely be responsible for any cleaning and repair occasioned by this work, and (Hi) such entry shall be pursuant to the applicable terms, covenants and obligations set for in this Lease, including without limitation, Sections 15 and 17. 1.04 Tenant's Termination Option. Tenant shall have the option duriJig the Lease Term, beginning after the commencement of the fourth lease year, to terminate this Lease with respect to any portion of the Premises, subject to the following conditions: (i) Any portion of the Premises for which Tenant is seeking to terminated this Lease (the "Terminated Space") shall be of a minimum of 5,000 rentable square feet; (ii) The Terminated Space shall be of a configuration which, in Landlord's reasonable opinion, is commercially viable for subsequent rental to other tenants for general office space; . (ill) Tenant shall be responsible to reimburse Landlord for all Landlord's costs . and expenses incurred in separating the Termination Space from the Premises; and (iv) In the event that the sum of all Terminated Space exceeds 9,000 rentable square feet, then Tenant, at its sole cost and expense, shall remove Tenant's External Sign in accordance with the provisions of Section 28.02 (iii). Tenant shall exercise its termination option by giving Landlord not less than 180 days notice prior to the proposed date that such termination would be effective. Tenant shall be responsible to reimburse Landlord for the unamortized portion of the Tenant Improvement Allowance per rentable square foot for the Terminated Space plus the unamortized portion of commissions paid by Landlord to any brokers for this Lease plus any remaining unreimbursed Additional Space 2 ""~" - '''!~~~~''''''''''~'';::''''''':~--''':'''''';:'''''''''':''''''c'''':"''''''''''~;,."_,,,..v''.m~'n~ , ~...:~~\...,,,,~,..~......_,.....,..,..,.,...~..,.;,..,.._..::,..~_...~_.-.- '--~'-~""'j~-~,'~':, ) J } Plan Allowance (the "Landlo~d Reimbursement"). The Landlord Reimbursement shall be in the amounts set forth in the schedule attached hereto as Exhibit E. 1.05 Landlord's Termination Option. Landlord shall have the option to terminate this Lease effective on June 30, 2000, Landlord shall exercise its option by giving Tenant notice prior to March 1, 1999. If Landlord exercises its option, then Landlord shall pay to Tenant on the effective date of the termination the sum often dollars ($10) per rentable square foot of the thim existing Premises. Landlord agrees that it shall not exercise the right of termination set forth in this Section for the purpose of recapturing and leasing the Premises or any portion thereof to any third party tenant which is not an affiliate or subsidiary of Landlord. 1.06 Space Measurement Standards. With respect to any additions or reductions in the size of the Leased Premises pursuant to the terms of this Lease, the size of such additions or reductions shall be de!ermined in rentable square feet in accordance with the standards and defInitions established by the Building Owners and Managers Association (BOMA), ANSI Z65.1-1980, as amended. 1.07 Tenant's Antenna. Tenant shall have the right to install on the roof of the Building one (1) satellite uplink/microwave antenna (the "Antenna") that shall not exceed four (4) feet in diameter and which is dedicated solely to Tenant's telecommunications. Tenant shall have the right to use existing risers and conduits (so long as there is sufficient capacity at the time the Antenna is installed), and shall have access to the roof of the Building to install and maintain the Antenna. The portion of the roof and any risers and conduits used by Tenant to place, install and maintain the Antenna shall be deemed a part of the Premises for the purpose of this Lease, but Tenant shall not be obligated to pay rent for such additional space. Tenant's installation and use of the Antenna shall be subject to the following terms: (i) there shall be no new penetration of the roof, however Tenant may use the existing penetration; (ii) Tenant shall submit to Landlord, far Landlord's reasonable prior approval, plans for the design and installation of the Antenna; (iii) Tenant shall install the Antenna pursuant to the requirements set forth in Sections 14.03(i), (ii), and (iii), and Sections 14.05(iii), (v), (vi), (vii) and (viii); (iv) Landlord shall have no responsibility or liability for the operation, maintenance, or repair of the Antenna, or any ancillary equipment, cabling or other items in connection which such Antenna; (v) Tenant shall be responsible for all costs associated with such installation, including, without limitation, the shielding or adjustment to any Building systems affected by the Antenna; (vi) the use of the Antenna does not interfere with the use of the Building by any other tenant; and (vii) Tenant, at its sole cost, shall remove the Antenna and any ancillary equipment and cabling upon the termination of this Lease and repair any damage to the Building. If Landlord permits other tenants to install antennas on the roof of the building, such antennas will be installed and maintained so as to not interfere with Tenant's Antenna. ~ Section 2 Renewal Option Tenant shall have the option to renew the term of this Lease for an additional fIve (5) year term (the "Renewal Term"). Tenant shall exercise its option by giving Landlord at least 260 days notice prior to the Expiration Date. 3 .~..;I',..,T~_',,:>, .."""'!~ _..~......,.~_ 1:- ',...,..v""'..,...-...-........ _'.._L~.__~'~.~~.".~~'~.,,~ _,.." ,. "~.~.....:..__..~.r~..~._._ _. _ _ ~ -,-r-.... ) .J :~ '.ifI Section 3 Ril!ht of First Refusal If Landlord receives a bona fide offer for the lease of all or any portion of the second floor of the Building not then leased by Tenant, Landlord will give Tenant the right offlrSt refusal to lease the space. The right of first refusal will be extended by Landlord giving Tenant notice of the particular offer received by Landlord, together with a summary of the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from the Tenant's exercise ofits right of flfSt refusal to lease within thirty (30) days of Tenant's receipt of Landlord's notice. Tenant's lease of any space pursuant to this right of frrst refusal will be on all the terms and conditions set forth in this Lease, except with respect to rental, standards and types of services to be provided by Landlord, other costs to be paid by the prospective tenant which differ from this Lease, the lease term, and tenant incentives offered by Landlord (including, without limitation, tenant fit up allowances, moving expenses, space planning alk'wances), in which case, the terms of the offer will govern. Any space leased by Tenant will be added to the Premises as of the date provided in the offer, and the rent will be adjusted to reflect the rent provided to be paid in accordance with the offer. If the lease with Tenant is not signed within the thirty (30) day period, then Landlord will have the right to accept the offer free of the rights of Tenant under this Section. Tenant's right offrrst refusal to lease the space will continue throughout the Lease Term and the Renewal Term with respect to any space on the second floor of the Building available for lease from time-to-time, Section 4 Tenant Im\)rovement Allowance and Construction 4.01 Tenant Improvement and Space Planning Allowance. Landlord shall provide to Tenant a space improvement allowance with respect to the Premises of (i) $12.50 per rentable square foot for construction of the Initial Tenantlmprovements as defmed in Section 4,02 ("Tenant Improvement Allowance"), (ii) $1.00 per rentable square foot as reimbursement for expenses incurred in Tenant's preparation of Tenant's Plans, and (iii) $1.00 per rentable foot as a moving allowance. Tenant shall also have the right to request from Landlord up to $3.00 per rentable square feet for preparation of Tenant's Plans ("Additional Space Plan Allowance") subject to repayment to Landlord in accordance with Section 5.01. In the event that the actual costs incurred by Landlord in constructing the Initial Tenant Improvements is greater than the Tenant Improvement Allowance, then except as provided otherwise in Exhibit C, Tenant shall not be responsible to reimburse ):..andlord for any such additional costs and expenses. Tenant shall not, under any circumstances, be entitled to any of Tenant Improvement Allowances to the extent that the cost to construct Tenant's Improvements cost less than the Tenant Improvement . Allowance. 4.02 Construction of Initial Tenant Improvements. Landlord shall be_responsible for construction of: (i) all the improvements (the "Initial Tenant Improvements") set forth in thenschedule of plans which are attached to Exhibit C as Addendum I (the "Tenant's Plans"); and (ii) modifications to the Building as set forth in Exhibit F ("Building Modifications"). Landlord shall construct the Initial Tenant Improvements and the Building Modifications in a good and workman like manner and in accordance with all applicable laws, rules and regulations. Except as otherwise m 4 '!liP<;: II r....."..,...-.......'~""......,..",.,.,....,... ~....,.",...........~_.......... _......._~.....,...-,--- -,..--,.....,.~,...._,._-_..,....-..-".._.--,~,,..~,--- ...-.-.-. ~_. -_.-. , ) J ) set forth in Section 1.02, Landl~rd shall be responsible to construct the Initial Tenant Improvements and the Building Modifications by the Commencement Date. Landlord shall give Tenant ten (10) days' prior notice of the anticipated date of "substantial completion" of the Initial Tenant Improvements. The Initial Tenant Improvements shall be deemed "substantially complete" when Landlord has (a) completed the work required to be performed by Landlord for Tenant as provided for in Tenant's Plans, except for minor details of construction and decoration and minor adjustments which do not materially interfere with Tenant's use of the Premises, and (b) obtained all necessary permits for the use and occupancy of the Premises, Landlord and Tenant, within five (5) business days of Landlord's notice of substantial completion, shall conduct a joint inspection of the Premises to confirm that all Initial Tenant Improvements have been substantially completed, and that all trash, debris and construction materials have been removed from the Premises. Landlord and Tenant shall prepare a "punch list" of incomplete work during such joint inspection. The punch-list will not include any damage to the Premises caused by Tenant's move-in or early access pursuant to Section 1.03. Landlord shall promptly commence and diligently complete, the repair of all such "punch list" items. Upon Landlord's completion of any necessary "punch list" items, Tenant shall be deemed to have accepted the (i) Premises in "as is" condition as of the date of such possession, except for latent defects, and (ii) "substantial completion" by Landlord of all of the Initial Tenant Improvements. Prior to delivery of the Premises to Tenant, Landlord shall provide Tenant with three (3) complete sets of keys to all locks necessary to gain entry to the Premises. 4.03 The portion of delays in completing the Initial Tenant Improvements, due to (i) any act or omission of the Tenant, its contractors, sub-contractors, architects, space designers, agents, or employees, including, without limitation, delays due to changes in Tenant's Plans, or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (ii) any additional time for completion of work which may be required because of the any change orders or errors in Tenant's Plans (hereinafter sometimes collectively as "Additional Work") or (ill) the noncompletion by the Landlord of any work, whether in connection with the layout or finish of the Premises or otherwise, which the Landlord is not required to do by the terms hereof until after the Commencement Date; then the Premises, or such portion, shall be deemed substantially complete and available for occupancy on the date when the Premises or such portion would have been available but for such delay, even though work to be done by Landlord has not been commenced or completed. Any additional cost to Landlord to complete the Premises occasioned by such delay shall be paid as Additional Rent. For the purposes of the preceding sentence, "additional cost to Landlord" shall mean the total cost incurred in excess of the aggregate cost which the Landlord would ha,ve incurred to complete the Premises if there had been no such delay. With respect to delays occasioned by the inclusion of "Additional Work'" referred to in Subsection (ii) above, Landlord shall notify Tenant of the approximate number of days such work will delay the substantial completion of the Premises. 4.04 Promptly after the Commencement Date, Landlord and Tenant will execute an a~eement, hereafter referred to as the "Commencement Date Agreement," stating, among other things, the Commencement Date and Expiration Date of the term of this Lease. Tenant's failure or refusal to sign the same shall in no event affect Landlord's designation of the Commencement Date. ~ : ~, j -~~""~;;0'>;~"',":T::~~~~'P>ry<''''''''''''::'''''';'~~~'__;;'''_,":'''':'''':'",!:-:''''''_'':_--:__:~.._.:~~.. ..+..-.....~._."...-":C',..,...,..~C',..:-:,..,..----_..- -",""':'--"-~ . ,'-"- "''''!~:''-.' - . ' ) Section 5 Rent: Additional Rent 5.01 Base Rent. During the Lease Term, Tenant covenants and agrees to pay Landlord' a fixed minimum rent ("Base Rent") in lawful money of the United States, at an annual rate as hereafter set forth of each year (each year to commence on the anniversary of the Commencement Date); (i) Base Rent for Lease Term shall be as follows: 1-7 Rent Per Rentable SII. Foot $13.65 Base Rent Per Annum Montblv Base Rent $262,885.35 $21,907.11 Lease Year (ii) Base 'Rent for the Renewal Term shall be as follows: Lease Year Rent Per Rentable SQ. Foot Base Rent Per Annum Monthlv Base Rent ) 8 9 10 11 12 $15,65 $16.12 $16.60 $17.10 $17.61 $301,403.35 $310,445.45 $319,758.81 $329,351.58 $339,232.13 $25,116.95 $25,870.45 $26,646.57 $27.445.96 $28,269,34 . } Base Rent shall be payable in equal monthly installments in advance on the first day of each month during the Lease Term and Renewal Term ofthis Lease. Tenant shall send all Base Rent and Additional Rent with the Rent Account Number to P. O. Box 8500-4450, Philadelphia, P A 19178-4450, or to such other address as Landlord may indicate by notice to Tenant. 5.02 In the event Landlord pays Tenant any Additional Space Plan Allowance as set forth in Section 4.01, then Tenant shall repay Landlord such Additional Space Plan Allowance as Additional Base Rent during the Lease Term, in monthly installments, amortized over the Lease Term with ten (10) percent simple interest. 5.03 Additional Rent. All adjustments of rent, costs, charges, and expenses which Tenant assumes, agrees, or is obligated to pay to Landlord pursuant to this Lease shall be deemed "Additional Rent" which Tenant covenants to pay when due. In the event of nonpayment, Landlord shall have all the rights and remedies with respect thereto as herein ,.provided for in case of nonpayment of Base Rent. Base Rent and Additional Rent are sometimes hereafter collectively referred to as "Rent". All Rent shall be payable by Tenant to Landlord without offset, reduction, counterclaim, and/or deduction. All Additional Rent shall be due within forty-five (45) days of billing by Landlord. 5.04 If any of the Rent payable under the terms of this Lease shall be or become uncollectable, reduced, or required to be refunded because of any rent control, federal, state, or local law, regulation, proclamation, or other legal requirement enacted after the date of this ki (j "11:: ~, ; ~ ,:-:'~_~"""':"""":"'~"""'",",,"'(~'-'-7';"-"""""""'''''~''_''''''~'''''_''''' ~~'H_""-,",,,,,~~,,,,,,,,"_~,,,,,,,_,,,,,,,,,,,,,,,,~,,,~.'1l , ,"'~-'~.- " ') ) } '>'~"~r:-. '''', .,,:~ r" . Lease, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Landlord may reasonably request and as may be legally permissible, to permit Landlord to collect the maximum rent which, from time to time, during the continuance of such legal rent restriction may be legally permissible (and not in eXcess of the amounts then reserved therefore under this Lease). Upon the termination of such legal rent restriction, (i) the Base Rent and Additional Rent shall become and shall thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (ii) Tenant shall promptly pay in full to Landlord, unless expressly prohibited by law, an amount equal to (a) rentals which would have been paid pursuant to this Lease but for such legal rent restriction less (b) the rent actually paid by Tenant during the period such legal rent restriction was in effect. 5.05 If any installment of Rent is not paid within five (5) days when due, Tenant shall also pay Landlord interest thereon from the due date until paid at the then published prime interest rate upon unseCured loans charged by Chase Manhattan Bank, N.A., New York, New York Bank (or such other bank selected by Landlord if Chase Manhattan Bank shall not theo have au announced prime rate) on loans of 90 days (such announced rate plus 4% being herein called the "Prime Rate"). Section 6 Use 6.01 Tenant shall use and occupy the Premises for executive and geoeral offices and for no other purpose. 6.02 Teoant shall not use, or suffer or permit the use of, the Premises or any part thereof in any manner or for any purpose or do, bring or keep anything, or suffer or permit anything to be done, brought or kept, therein (including, but not limited to, the installation or operation of any electrical, electronic or other equipment) which: (i) would violate any covenant, agreement, term, provision or condition of this Lease or is unlawful or in contravention of the certificate of occupancy for the Building or for the Premises, or is a contravention of any legal or insurance requirement to which the Building or the Premises is subject; or (ii) would exceed 5 watts of electricity per rentable square foot (exclusive of electricity for Building standard lighting and HV AC System) or which would exceed the 80 lbs per square foot floor load or which is allowed by law; or (iii) in the reasonable judgment of Landlord, may in any way impair or interfere with the proper and economic heating or air conditioning of the Building; or (iv) may be a nuisance, unreasonable disturbance or danger to the other tenants of the Building; or (v) would, in the reasonable judgment of Landlord, be materially adverse to the business of Landlord or the reputation of the Building; or (vi) exceed a personnel density of one (1) per$on per ninety (90) rentable square foot of space. Landlord acknowledges that Tenant's Plans satisfy the requirements of Subsections (ii) and (Hi) as set forth above. . 6.03 Tenant shall not move any safe, heavy equipment in or out of the Building without . Landlord's consent. If the movement of such items requires special handling, Tenant agrees that all such work shall be done in full compliance with Susquehanna Township and other applicable governmental requirements. All such movements shaH be made during hours which will least interfere with the normal operations of the Building, and all damage caused by such movement shall be promptly repaired by Teoant at Tenant's expense. I '1 ......"."........ ~:;~..._..".,...,..,?.............-,...............-....~-~-----~-,~,..-----..",~,,"~--~,",~~,--~,..,,--.-,..---.--- --'-- ", ') ) ) 6.04 Business machines and mechanical equipment belonging to Tenant which may cause noise, vibration, or any other nuisance that may be transmitted to the structure or other portions of the Building or to the Premises to such a degree as to be reasonably objectionable to Landlord or which may interfere with the use or enjoyment by other Tenants of their Premises or the public portions of the Building, shall be placed and maintained by Tenant at Tenant's cost . and expense, in settings of cord, rubber, or spring type vibration eliminators sufficient to eliminate such noise or vibration. 6.05 In the event that an excavation or any construction upon land adjacent to the Building, Tenant shall, if necessary, afford to the person or persons causing or authorized to cause such excavation or construction or other purpose, license to enter upon the Premises for the purpose of doing such work as shall be reasonably necessary to protect or preserve the wall or walls of the Building, or the Building, from injury or damage and to support them by proper foundations, pinning, - andlor underpinning, or otherwise, provided that Tenant's use of the Premises is not materially interfered with. Section 7 Services and Equipment 7.01 Except as otherwise set forth in this Lease, Landlord covenants and agrees to at all times operate and maintain the building in a first-class manner, comparable to other fIrst class office buildings located in the immediate location of the Building. Landlord, at its cost and expense, shall provide the following services: (i) Provide elevator service during business hours on business days. As used in this Lease, the term "business days" means Monday through Friday, exclusive of holidays. The term "business hours" means 7:00 A.M. to 7:00 P.M. Monday through Friday, and 8:00 A.M. to 2:00 P.M. on Saturdays. At all times other than during business hours on business days, only one elevator shall be on call to the Premises. (ii) The HV AC System will be operated by Landlord during business hours on business days and shall maintain the temperature in the Premises between 68 and 75 degrees at reasonable humidity levels. In the event Landlord fails to commence repair of any part of the Building that Landlord is obligated to repair pursuant to this Lease within twenty (20) days after Landlord receives notice of the need for such repair, or in the case of an emergency, within five (5) business days, then Tenant shall be entitled to cause such repairs to be made and Landlord shall reimburse Tenant the reasonable cost thereof. (iii) Provide Building standard cleaning services to the Premises and public portions of the Building on business days. The Cleaning Specifications are annexed hereto as Exhibit D 'and made a part hereof. If any space may, under the terms of this Lease. be used for the consumption oHood, Tenant shall have such space periodically exterminated at Tenant's expense. I (iv) Furnish hot and cold water for lavatory and drinking and office cleaning purposes. If Tenant requires, uses, or consumes water for any other purposes, Tenant agrees that Landlord may, at Landlord's expense, install a meter or meters or other means to measure Tenant's water consumption. Tenant shall reimburse Landlord for the cost of all water g "'~~"'-":~'"'''''-:-~''''''''''''''''' ~""",:-.....,...... ",""~-~ - ,~--"'-'._"':'""'''''''~'':''':_'''_'''''':'''''''''''-;'''_~~:_c-:-__'''C-:-~___'U'''_''_- -,-- ,\." ) ;j ) consumed in excess of the average amount of water consumed by other tenants in the Building as measured by said meter or meters or as otherwise measured, including sewer rents. (v) Provide 24-hour, 365 day access to the Premises and parking facilities serving the Building and the use of automatically operated elevators, for the use of Tenant, including snow and ice removal as necessary, during business days and business hours (as defined in Section 7.0 I (i)) to permit clear use of the parking areas and sidewalks serving the Building. 7.02 "Holidays" shall be deemed to mean New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. 7.03 Landlord reserves the right to interrupt, curtail, or suspend the services required to be furnished by Landlord under this Section 7 when the necessity therefor arises by reason of required maintenance, accident, labor dispute, riot, insurrection, emergency, mechanical breakdown, Acts of God, or when required by any law, order, or regulation of any federal, state, county, or municipal authority, or for any other cause beyond the reasonable control of Landlord, Landlord shall exercise good faith to complete all re'tuired repairs or other necessary work so that Tenant's inconvenience resulting therefrom may be for as short a period of time as circumstances will permit. No diminution or abatement of Rent or other compensation shall or will be claimed by Tenant as a result thereof, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of such interruption, curtailment, or suspension, except that if Tenant's use of the Premises is materially adversely affected for more than five (5) business days, Base Rent shall abate in proportion to the area of the Premises that is materially adversely affected. If the Premises continues to be materially and adversely affected by such interruption, curtailment or suspension continues for more than forty-five (45), Tenant shall have the right, but not the obligation, to terminate this Lease upon notice to Landlord within ten (10) days of the expiration of said forty-five (45) day period. 7.04 Tenant shall reimburse Landlord for the cost to Landlord of removal from the Premises and the Building any refuse and rubbish of Tenant which Landlord is not obligated to remove pursuant to Exhibit D. 7.05 If Tenant shall require BY AC service at any time other than during business hours on business days, Landlord shall furnish such service (herein called "after hours air-conditioning service") upon advance notice from Tenant as specified below, and Tenant shall pay Landlord's then established reasonable charges therefor as Additional Rent. Such charges shall be 100% of Landlord's then actual cost of labor, maintenance (including the cost of replacement parts), utilities, depreciation, and suppl,ies used in providing such after hours air-conditioning service. Requests for after hours air-conditioning service shall be submitted in writing to the Building manager, by a person designated by Tenant as authorized to make such requests, before 1:00 . P.M. on a non-holiday weekday for such weekday, and at least one (I) business day prior to a holiday or weekend. m Section 8 Electric 8.01 Landlord, at Landlord's expense, shall furnish electrical energy of 5 watts per rentable square foot to the Premises, through presently installed electrical facilities, for Tenant's 9 ~~r~i~~~~~~Y~~~~~~'~!~-~~~~~~ -"7"""-:' ."".__._. n :'--,."',.,.""_,.,....,.._..":__..,....__..,._.~ . ...._ _.. --. - - .- --.. ~,. . ) .) j ,":, reasonable use of normal offi~e equipment and such lighting, electrical appliances, and other machines and equipment. 8.02 If Tenant's use of electrical energy shall ever exceed the capacity of the then existing feeders to the Building or the then existing risers or wiring installation serving the Premises, then any additional riser or risers to supply Tenant's electrical requirements and all other equipment proper and necessary in connection therewith, upon request of Tenant, will be installed by Landlord, at Tenant's sole cost and expense, if, in Landlord's reasonable judgment, the same are necessary and will not cause or create a hazardous condition or entail excessive or unreasonable alterations, repairs, or expense or interfere with or disturb other Tenants. Rigid conduit only will be allowed. In order that personal safety and property of the Tenants, occupants, and 'Landlord of the Premises may not be imperiled by the overtaxing of the capacity of the electrical distribution system of the Premises or the Building, and to avert possible adverse effect upon the Building's electrical system, Tenant shall not, without prior consent of Landlord, such consent not to be unreasonably withheld or delayed, make or perform or permit any ~hanges in or alterations to wiring installations or other electrical facilities in or serving the Premises as the installation of said installations or facilities shall be indicated by the Tenant's Plans, or any additions to the electric fixtures, business machines, or office equipment or appliances (other than typewriters and similar low energy consuming office machines) in the Premises which utilize electrical energy. Should Landlord grant such consent, all additional risers, wiring, or other equipment required therefor shall be provided by Landlord and the cost thereof shall be paid by Tenant. 8.03 Landlord shall have no liability to Tenant for any loss, damage, or expense which Tenant may sustain or incur by reason of any change, failure, inadequacy, or defect in the supply or character of the electrical energy furnished to the Premises or if the quantity or character of the electrical energy is no longer available or suitable for Tenant's requirements, except fat any actual damage suffered by Tenant by reason of any such failure, inadequacy, or defect caused by Landlord's negligence. Should electric service be unavailable for more than two (2) consecutive business days or three (3) non-consecutive business days within a calendar month due to a cause that is within Landlord's sole control, and such unavailability materially interferes with Tenant's use of the Premises, then Base Rent shall abate until such electric service is restored. If such electric service is unavailable for more than forty-five (45) days, Tenant shall have the right to terminate this Lease within a ten (10) day period following the expiration of the said forty-five (45) day period. ~ ;' I i" ~,~ Section 9 Assil?nment: Sublettim!: Mortl?al?in~ 9.01 Tenant shall not, by operation of law or otherwise, assign (in whole or in part), mortgage or encumber this Lease, or sublet or permit the Premises or any part thereof to be used or occupied by others except in conjunction with Tenant's law or other business, without Landlord's prior consent in each instance in accordance with the provisions of this Section, which consent shall not be unreasonably delayed. The consent by the Landlord to any assignment or subletting, whether by Tenant or any other tenant in the Building, shall not be waiver of or constitute a diminution of Landlord's right to withhold its consent to any other ;. :> 1-0 >: -'~...... "_'_:"::';_~;;_7 ''";';~........''~......-. ~.~~... -.-.~='~'"'~";."ji' ...,.....,.,,..~.,., --.'.'r- . ..0 .. ~ ., .,.~ . ",'- _' _' --:-:"'-:"'~"'-:'"-~-~C:':;'.'::C":~~'"~''~:"''':~~;}'''~'-''' :--,.----- . ) ,~ ..~ .;jI ., -.': assignment or subletting and shall not be construed to relieve Tenant from obtaining Landlord's express consent to any other or further assignment or subletting. Such reasonable attorneys' fees and other costs and expenses as may be incurred by the Landlord in connection with Tenant's request for consent to an assignment or subletting shall be paid by Tenant. 9.02. If Tenant desires to assign this Lease or sublet all or any portion of the Premises, Tenant shall notify Landlord of its desire to assign or sublet, Tenant shall submit to Landlord: (i) the name of the proposed assignee or subtenant (hereinafter sometimes collectively referred to as "Transferee"); (ll) the terms of the proposed assignment or sublease; and (iii) the nature and character of the business which the proposed Transferee conduct in the Premises, together with all fInancial data concerning the Transferee which Landlord may reasonably request; and thereafter, shall submit to the Landlord any other information concerning the assignment or sublease which the Landlord may request. Notwithstanding any provision of this Lease to the contrary, frfty percent (50%) of any rentals and/or consideration paid or payable by the subtenant or assignee in excess of the Rent payable under this Lease shall be paid by Tenant as and when received by Tenar.t to Landlord. Tenant may not assign or sublet all or any part of this Lease, if Tenant is in default under this Lease. 9.03 Landlord may withhold consent thereto if in the reasonable exercise of its judgment it determines that: (i) The proposed business to be conducted in the Premises by the Transferee is not appropriate for the Building or in the keeping with the character of the existing tenancies or permitted by this Lease, or the use is not expressly permitted by this Lease; or (ii) The nature of the occupancy of the Transferee will cause a greater density of employees or traffic or make greater demands on the Building's services or facilities than that made by Tenant; or (ill) The Tenant has made assignments or subletting which have changed the character of the Premises; or (iv) The Transferee is at the time a Tenant (or subsidiary or affiliate of a tenant) or to a person in possession of all or part of the Building; or (v) The rental of the proposed space to be assigned and/or sublet shall not be advertised for less than the rent applicable to space Landlord is currently offering for lease in the Building; or ' (vi) The portion of.the Premises to be sublet does not have appropriate means of ingress or egress or fails to conform with all applicable building and safety codes; or (vii) The Transferee is either a government (or a subdivision or agency thereof); or (viii) Any combination of the foregoing conditions exist. 9.04 If this Lease shall be assigned or sublet in accordance with this Section, such "Transferee shall not be permitted to further assign or sublet in whole or in part. 9.05 If this Lease shall be sublet or occupied by any person or persons other than Tenant, Landlord may, after default by Tenant, collect rent from the Transferee, and apply the net amount collected to the Rent, but no such subletting, occupancy, or collection of rent shall be . 1-1 r I! . Ii mTfT !M-"I-'.'~~~-~ -~~~, "~'~<"'''~'''''' ,~'~'T''''''' ,._,,_-.-_ _._.~.-..~. '" .-_, o'~ ,._ -. ) iI~' .' .. :) deemed a waiver of the covenants in this Section, nor shall it be deemed acceptance of the Transferee as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions, and covenants of this Lease, 9.06 Each permitted Transferee shall assume and be deemed to have assumed this Lease and shall be liable jointly for the payment of the Base Rent and Additional Rent and for the due performance of all the terms, covenants, conditions, and agreement herein contained on Tenant's part to be performed for the term of this Lease. Tenant shall remain fIrst and primarily liable for performance of all the terms, covenants, and conditions set for in this Lease regardless of any such assignment or sublease. No assignment or sublease shall be effective unless Tenant shall promptly deliver to Landlord a duplicate original of the instrument of assignment or sublease, in form reasonably satisfactory to Landlord, containing a covenant of assumption by the Transferee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid prior consent. - . 9.07 Notwithstanding anything to the contrary contained in this Lease, the Tenant shall have the unrestricted right to assign this Lease in its entirety, or sublet all or any portion of the Premises without the consent of the Landlord to (i) any entity resulting from a merger, consolidation, or other acquisition of Tenant, or (ii) any subsidiary or affiliate of Tenant, . provided that Tenant gives Landlord thirty (30) days prior notice to Landlord of any such assignment or sublease. Section 10 Subordination: Estoppel Certificate 10.01 This Lease is and shall be subject and subordinate in all respects to all mortgages which may hereafter affect Building, to each and every advance made or hereafter to be made under such mortgages, renewals, modifications, consolidations, replacements, and extensions of such mortgages; provided however, that any mortgagee shall agree that Tenant's possession of the Premises shall not be disturbed provided that Tenant is not in default hereunder. This Section shall be self-operative and no further instrument of subordination shall be required. In conflIIllation of such subordination, Tenant agrees within ten (10) business days to execute and deliver any instrument, reasonable in form and content, that Landlord or any such mortgagee or any of their respective successors in interest may reasonably request to evidence such subordination. As used in this Lease, the term mortgage includes an indenture of mortgage and a deed of trust to secure an issue of bonds, and the term mortgagee includes such a trustee. Landlord hereby represents to Tenant, that as of the Commencement Date, th,ere are no mortgages encuinbering the Building. 10.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to' claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given notice 'of such act or omission to each mortgagee whose name and address shall previously have been furnished to Tenant by Landlord; and (ii) until a reasonable period of remedying such act or omission shall have elapsed following the giving of such notice and following the time when such mortgage shall have become entitled under such mortgage to remedy the same (which reasonable period shall be the period to which Landlord would be entitled under this Lease, after similar notice, to effect such remed):), provided such mortgagee shall, with due diligence, give Tenant notice of intention to, and commence and continue to remedy such act or omission. 1-2 =Yi'r~""'''''''''''''''~.....-''',~',.~_-'';'~~~''.''~~--:~'''~ .1 ...... c . ) .) 10.03 If the holder of a mortgage shall succeed to the rights of Landiord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such party so succeeding to Landlord's rights (herein sometimes called the "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease, and shall within ten (10) business days execute and deliver any instrument, reasonable in form and content, that such Successor Landlord may request to evidence such attornment Upon such attornment, this Lease shall continue in full force and effect as, or as if it were a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions, and covenants as are set forth in this Lease and shall be applicable after such attornment except that the Successor Landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Building or the Premises, in case of total or substantially total damage or destruction, beyond such repair, restoration, and/or . rebuilding as reasonably can be accomplished with the net proceeds of insurance actually received by, or made available to, the Successor Landlord; (ii) be liable for any previous act or omission of Landlord under this Lease; or (Hi) be bound by any previous modification of this Lease or by any previous prepayment of more than one month's Rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the mortgage through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease. 10.04 Tenant agrees, at any time, and from time to time, upon not less than ten (10) business days prior notice by Landlord, to execute, acknowledge, and deliver to Landlord, a statement in writing addressed to Landlord certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which Rent and oth~' charges have been paid, and stating whether or not, to the best knowledge of Tenant, there exists any default ' in the performance of any covenant, agreement, term, provision, or condition contained in this Lease, and, if so, specifying each such default of which Tenant may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon by Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Building. I Section 11 Entry: Riaht To Chanl!:e Public Portions Of The Buildin2 11.01 Tenant shall permit Landlord to erect, use, and maintain pipes and conduits in and through the Premises provided that such pipes and conduits do not materially adversely affect the Tenant's use of the Premises. Landlord or its agents or designees, upon reasonable notice to Tenant, shall have the right to enter the Premises, for the purpose of making such repairs or alterations as Landlord shall be required or shall have the right to make by the provisions of this ' Lease and, subject to the foregoing, shall also have the right to enter the Premises for the purpose of inspecting it (for which reasonable prior notice by telephone shall be deemed sufficient), or exhibiting it to prospective purchasers of the Building or to prospective .) mortgagees or to prospective assignees of any such mortgagees. Landlord shall be allowed to , '.;I~ '. " , ~' I 1-3 . ,......."';"'~::,...,...,..L."":".....'..""'''~'?'.,.....,~.'''~''";......._......_...__~''''____;....,.~'''~'_~_'''___''____'_'' ,. "^..~,_ .._,.._..,,,,,.,.,,,.~< ,'-. ." e' ) ) .) . take all material into and upon the Premises that may be required for the repairs or alterations above mentioned without the same constituting an eviction of Tenant in whole or in part, and the Rent reserved shall in no wise abate, except as otherwise provided in this Lease, while said repairs or alterations are being made. Landlord shall exercise its best efforts when acting pursuant to this Section 11 to minimize any inconvenience to Tenant, its employees, agents and invitees. 11.02 During the nine (9) months prior to the expiration of the term of this Lease, Landlord may, upon reasonable notice to Tenant, exhibit the Premises to prospective Tenants during business days and business hours. 11.03 Landlord shaI1 have the right at any time without thereby creating an actual or constructive eviction or incurring any liability to Tenant therefore, to change the arrangement or location of entrances, passageways, doors, and doorways, corridors, stairs, toilets, and other like public service portions of the Building. Tenant shall at all times be provided with an entrance to the Premises. 11.04 Except as may otherwise be provided in Sections 28.01 and 28.02, Landlord shall have the right at any time to name the Building for any person(s) or tenant(s) and to change any and all such names at any time thereafter. Section 12 Laws. Ordinances. Requirements Of Public Authorities 12.01 Tenant's Use of Premises. Tenant will not use or occupy the Premises, or permit any portion of the Premises to be used or occupied: (i) in violation of any law, ordinance, order, rule, regulation, certificate of occupancy, or other governmental requirement; (ii) for any disreputable business or purpose; or (iii) in any manner or for any business or purpose that creates risks of fire or other hazards, or that would in any way violate, suspend, void, or increase the rate of fire or liability or any other insurance of any kind at any time carried by Landlord upon all or any part of the building in which the Premises are located or its contents, 12.02 T~nant's Compliance with Laws. Except as provided by Section 12.03 below, Tenant shall comply with all laws, ordinances, orders, rules, regulations, and other governmental requirements (including, without.1imitation, the Americans with Disabilities Act of 1990, 42 USC Section 12101 et. seq.), and all rules, orders, regulations, and requirements of the board of flre underwriters or insurance service office, or any other similar body, having jurisdiction over the Premises, relating to the use, condition, or occupancy of the Premises (excepting Building systems. such as the HV AC System, water, electrical and the structural portions of Building). The cost of such compliance (including without limitation capital expenditures) will be borne by Tenant. 12.03 Landlord's Compliance with Laws. Except as provided by Section 12.02 above, Landlord shaII comply with all laws, ordinances, orders, rules,regulations, and other governmental requirements (including, without limitation, the Americans with Disabilities Act 14 '"~ ,~::~~.~....~'~_'_,",~..r~~_r""~~_~""~-~r-~~~"""~"_""~~'"'~'"'~=......~<..,.~..._~---_.,,~.- _-'~-'-----.._,.,.~~_~~~_:\~~..~~.._....__..~m._."<,. '_:'::~~-~~~~"-~-~::~-~~T:~~''-~'Y~~':-:~~~:~' .- ) J '."~', :I . of 1990, 42 USC Section 12101 et. seq.), and all rules, orders, regulations, and requirements of the board of fife underwriters or insurance service office, or any other similar body, having jurisdiction over the Building relating to the use, condition, or occupancy of the Building (including Building systems such as the HV AC System, water, electrical, structural portions of Building within the Premises and the Building restrooms and lobby areas). The cost of such compliance (including without limitation capital expenditures) will be borne by Landlord. 12.04 Notices of Violations. If Landlord or Tenant receive notice of any violation of law, ordinance, rules, order, or regulation applicable to the Premises, it shall give prompt notice thereof to the other party. 12.06 OSHA. Landlord, at its expense, shall be responsible to comply with the Williams-Steiger Occupational Safety and Health Act of 1970, as amended ("OSHA")with respect to any area of the Building (other than the Premises), or any facilities or services required to be maintained or furnished by Landlord. Notwithstanding the aforesaid, Tenant shall be responsible, at its expense, to correct or eliminate any notice of OSHA violation or non- compliance arising out of or in connection with the Premises, Tenant's use of the Premise3, design of TelllUlt's Improvements, or any subsequent modification or alteration to the Premises made by Tenant. 12.07 Landlord's Warranties (i) Without limiting the aforesaid, Landlord represents and warrants to the best of its knowledge that: (a) the Building is zoned in a manner that permits the use of the Premises for general office purposes; (b) all permits and approvals necessary for the use and operation of the Premises under applicable federal, state, or local laws, codes and regulations and private covenants or controls, if any, have been unconditionally issued and remain in full force and effect; ( c) all the Building systems (including, but not limited to, electrical, plumbing, and the HV AC System) are in good operating order as of the Commencement Date of this Lease; (d) the Building was constructed in accordance with all applicable federal, state, and local laws, codes and regulations and private covenants or controls, if any; and (e) that there is no current violation or breach of any such laws, codes or regulations or covenants or controls with respect to the use, and that no event has occurred which, with the passage of time or the giving of notice or both, would constitute any breach or violation thereof. (ii) Landlord will not permit to occur any release, generation, ,manufacture, storage, treatment, transportation, or disposal of Hazardous Substance, as that term is defmed in Subsection 12.09, on, in, under, or from the Building. Landlord will promptly notify Tenant, if Landlord has or acquires notice or knowledge that any Hazardous Substance has been or is threatened to be released, generated, manufactured, stored, treated, transported, or disposed of, on, in, under, or from the Building, except with respect to such Hazardous Substances brought on the Premises by Tenant, its employees, agents or invitees. Except as set forth in Section 12.08(ii) below, if any Hazardous Substance is found on the Building, Landlord, at its own cost and expense, will immediately take such action as is necessary to detain the spread of and remove such Hazardous Substance to the complete satisfaction the appropriate governmental authorities. ~ 1-5 '~"I~~~": 1_ , .' '""~""""""""""'''"'''':~._~'''''-"'':"'''~''''''''''''o-;>'''"":"c"_""""",,,,,,,,,,,_,,,,""_,,__'~'~._~~r_~'~_""~","'rT'_""___'_~_.'" -",.-.-.____.~_.".._.,. .-~______,. ."_0 o _"' - .. ) ) } 12.08 Tenant's Warranties. Without limiting the aforesaid, Tenant represents, warrants, and covenants to Landlord that: (i) Tenant and the Premises will remain in compliance with all applicable laws, ordinances, and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment, including those statutes, laws, regulations, and ordinances identified in Subsection 12.05, all as amended and modified from time to time (collectively, "Environmental Laws"). (ii) Tenant will not permit to occur any release, generation, manufacture, storage, treatment, transportation, or disposal of Hazardous Substance, as that term is defined in Subsection 12.04 (g), on, in, under, or from the Premises. Tenant will promptly notify Landlord, if Tenant has or acquires notice or knowledge that any Hazardous Substance has been or is threatened to be released, generated, manufactured, stored, treated, transported, or disposed of, on, in, under, or from the Premises, except with respect to such Hazardous Substances brought on the Premises by Landlord, its tenants (excepting Tenant), employees, agents or invitees. If a- ny Hazardous Substance is found on the Premises as a result of Tenant's occupancy or activities, Tenant, at its own cost and expense, will immediately take such action as is necessary to detain the spread of and remove such Hazardous Substance to the complete satisfaction of Landlord and the appropriate governmental authorities. (iii) Tenant will immediately notify Landlord and provide copies upon receipt of all complaints, claims, citations, demands, inquiries, reports, or notices relating to the condition of the Premises or compliance with Environmental Laws. Tenant will promptly cure, and have dismissed with prejudice, any of the above actions and proceedings to the reasonable satisfaction of Landlord, provided that such proceeding or action arises out of (i) the use or presence upon the Premises by Tenant, its employees, agents or invitees, or(ii) Tenant's obligations under this Lease. Tenant will keep the Premises free of any lien imposed pursuant to any Environmental Laws, provided that such lien arises out of (a) the use or presence upon the Premises by Tenant, its employees, agents or invitees, or (b) Tenant's obligations under this Lease. (iv) Landlord will have the right at all reasonable times and from time to time to conduct environmental audits of the Premises, and Tenant will cooperate in the conduct of those audits. The audits will be conducted by a consultant of Landlord's choosing, and if any Hazardous Substance is detected as a result of Tenant's occupancy or activities, or if a violation of any of the warranties, representations, or covenants contained in this Section is discovered, the fees and expenses of such consultant will be borne by Tenant and will be paid as Additional Rent; ill II! 12.09 Definition of "Hazardous Substances". For purposes of this Lease, the term "Hazardous Substances" shall mean: (a) any oil, flammable substance, explosives, radioactive materials, hazardous waste or substances, toxic waste or substances or other waste materials, substances or pollutants which cause the Building or the Premises to be in violation of any applicable law, ordinance or governmental regulation; (b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or equipment which contain dielectric fluid containing levels of polychlorinated biphenyls or radon gas; (c) any chemical, material or substance defined as or included in the definition of "hazardous substances" , M ''"llil '~~""'''''"''''''''''''~''''~~>'!'''''''''''''''''''''''''''''''''''''''~~~--~~'~'~''.-''':''''---'._-''''''''"':--~,~'~""'''''--~'~';''-''-'~'''''-'-'''~'--:-:--,-''- -.."---- -- - .....-.- .'.-- '.. . " ~ ;' -; ) ;) .} -1 "hazardous waste", "hazardous materials", "extremely hazardous waste", "restrictive hazardous. waste" or "toxic substances" or word of similar import by any agency or court or under any applicable local, state or federal law or under the regulations adopted or publications promulgated pursuant thereto and including but not limited to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 V.S.C. ~~ 9601, et seq., as amended; the Resource Conservation and Recovery Act, 42 U.S.C. ~~ 6901, et seq., as amended; the Hazardous Materials Transportation Act, 42 V.S.C. ~~ 1801, et seq. and the Federal Water Pollution Control Act, 32 V.S.C. ~~ 1251, et seq.; (d) any other material or substance exposure to which is prohibited, limited or regulated by governmental authority or which mayor could pose a hazard to the health and safety of the occupants of the Premises, the Building or any person coming upon the Premises or the Building; (e) any other chemical, materials or substance which mayor could pose a hazard to the environment; and (f) nuclear or by-product materials as defmed by the Atomic Energy Act of 1954, V.S,C. ~~ 3011, et seq., as amended. 12.10 Asbestos Testing. Tenant shall have the right before or after the Commencement Date to the Prew.ises and common areas of the Building tested for asbestos. In the event that asbestos used in the construction and repair of the Building is found in any form which exceed the "action level" established by OSHA, then Tenant shall have the right to require Landlord to remove the asbestos within a reasonable time. Section 13 Renairs 13.01 Except as specifically set forth in Section 13.02 below, Tenant shall take good care of the Premises and the fixtures and appurtenances therein and at its sole cost and expense make all repairs thereto, in a good and workman like manner, as and when needed to preserve them. in good working order and condition, All damage or injury to the Premises and any property located therein (excepting damage to the Building, including the mechanical systems, the electrical systems, the central heating, ventilating, and air-conditioning system ("HV AC System"), the roof, the structural elements and the exterior elements of the Building)), shall be immediately and with due diligence repaired, restored, or replaced promptly by Tenant, at its sole cost and expense to the reasonable satisfaction of Landlord. Notwithstanding the aforesaid, in the event that such damage or destruction occurs in common areas of the Building, or with respect to any Building system including, but not limited to the HV AC System, mechanical, electrical or structural, then Landlord shall repair, at the sole cost and expense of Tenant. All aforesaid repairs, restorations, and replacements shall be in quality and class equal to the original work or installations and shall be done in a good and workmanlike manner. If Tenant fails to make such repairs, restorations, or replacements, same may be made by Landlord at expense of . Tenant, and all sums so spent and expenses incurred by Landlord shall be collectible as Additional Rent and shall be paid by Tenant. 13.02 Landlord shall maintain and repair, in a good and workman like manner, the -Building, including the HV AC System, the roof, structure and exterior elements of the Building, electrical and mechanical Building systems, and public and common areas and facilities which Tenant has a right to use pursuant to this Lease in good working order and condition. Landlord shall enter into a "full maintenance contract" with a third party contractor to maintain the two (2) I 1.:r ,~~~",,,,,,,,,,,,~::~,,,,,,,,,,,,,,,,--,,,,,,,-~~~~"",~",,,,,,~;.",,,,,..~:~~------~-.-~.,.y._,~,~,~"",":,~~,:,:"_.,:~--",:,,,::-,",,:.,--,._-~._~.~----~:~:~-,:.. - ~-, ) ) j ':'1 Liebert cooling units installed in the Premises as part of the Initial Tenant Improvements. Tenant shall be responsible for reimbursing Landlord for the cost of such "full maintenance contract" for the Liebert cooling units. Provided that Tenant reimburses Landlord as aforesaid, then Landlord shall be responsible to maintain and repair the 2 Liebert cooling units. Landlord, at Landlord's expense, shall maintain all ceiling fixtures, and furnish and install all replacement tubes for ceiling lights installed in the Premises. Tenant agrees to notify Landlord of the necessity of repairs of which Tenant may have knowledge, for which Landlord may be responsible under the provisions of this Section. Section 14 Alterations: Fixtures 14.01 Except as provided in Section 14.02, Tenant shall make no alterations, decorations, installations, addition, or improvements in or to the Premises or the electrical, plumbing, mechanical, or heating, ventilating and air-conditioning systems serving the Premises, including but not limited to, a water cooler, an air-conditioning or cooling system, mechanical or electrical equipment, or any unit or part thereof or other apparatus of like or other nature, without Landlord's prior consent, and then only by contractors or mechanics approved by Landlord, All such work, alterations, decorations, installations, additions, or improvements (including Tenant's work provided for in Section 14.02), shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time reasonably designate and in full compliance with all governmental bodies having jurisdiction thereover. If any mechanic's lien is filed against the Premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant (including Tenant's work provided for in Section 14.02), it shall be discharged or bonded over by Tenant within ten (10) business days thereafter, at Tenant's expense, by filing the bond required by law or payment or otherwise. In addition, Tenant shall defend, save, and hold Landlord harmless from any such mechanic's lien or claim, including, without limitation, Landlord's reasonable attorneys' fees, costs, and expenses. Landlord shall not be liable for any failure of any Building facilities or services arising out of or in connection with any alteration, decoration, installation, addition or improvement to the Premises, including, but not limited to, the heating, ventilating and air-conditioning installations, and/or additions by Tenant, and Tenant shall be responsible correct any such failure at its sole cost and expense. Upon Tenant's failure to correct same, Landlord may make such correction and charge Tenant for the cost thereof. Such sum due Landlord shall be deemed Additional Rent and shall be paid by Tenant. 14.02 Tenant may make alterations, decorations, installations, additions or improvements to the Premises, provided that such work meets the following requirements: (i) Such work in no way affects or interferes with, or requires modification to, any Building system, including, but not limited to, the HV AC System, electrical, structural, or mechanical systems; (ii) Any such alteration, installation, addition, or improvement is removed by . Tenant at the termination of this Lease, and the Premises returned to the condition which existed prior to such work, unless Tenant receives Landlord's prior approval to have such alteration, I 1-8 '~~l,",""""""""""'-,,"!,,";""_""""-:;""""'''''.\''~'''-''''~'''"'''''''~''''''':'''''.''!><;~''!''':''''',.,'..,...,..7:.,.--:-::""....-:..,~'''" ,.....---,."'7..,,.,..""-,,-,.,..,,.,..,.,...p.~..,.,.---_._..--- . "'10m, -~ ) ;) :} -'-.'- ~ addition or improvement remain after termination of this Lease (Tenant being responsible to reimburse Landlord for all of Landlord's expenses in reviewing any such requests); (iii) No change in zoning or zoning variance is required, Notwithstanding the provisions set forth in Section 14,02 (ii), Tenant shall have the right to repaint any painted walls or install or replace any floor carpeting (which shall not be affixed to the floor) or wall covering in the Premises that it deems necessary, without the requirement that such repainting or carpeting or wall covering be removed at the termination of this Lease. Any work done by Tenant pursuant to this Section 14.02 shall comply with the provisions of Sections 14.03(i), (ii), and (iii), and Sections 14.05(iii), (v), (vi), (vii) and (viii). 14.03 Prior to commencing any Landlord approved work pursuant to the provisions of Section 14.01, Tenant.shall furnish to Landlord: (i) Copies of all governmental permits and authorizations which may be required in connection with such work; (ii) A certificate evidencing that Tenant or Tenant's contractors have procured worker's compensation insurance in statutory limits covering all persons employed in connection with the work who might assert claims for death or bodily injury against Landlord, Tenant, or the Building; and (iii) Such additional personal injury and Premises damage insurance (over and above the insurance required to be carried by Tenant pursuant to the provision of Section 17.01) and general liability insurance (with completed operations endorsement) for any occurrence in or about the Building in such limits as Landlord may reasonably require because of the nature of the work to be done by Tenant and with insurers satisfactory to Landlord. 14.04 All alterations, decorations (including any repainting, recarpeting or wall covering as provided for in Section 14.02), installations, additions, or improvements upon the Premises, made by either party, including all paneling, decoration, partitions, railing, mezzonine floors, galleries, and the like, affixed to the realty so that they cannot be removed without material damage, or for which Tenant has received a credit, shall, unless Landlord elects otherwise, become the Premises of Landlord and shall remain upon, and be surrendered with, the Premises, as a part thereof, at the end of the term or renewal terms, as the case may be. Where furnished by or at the expense of Tenant (except where same is a replacement of an item theretofore furnished and paid for by Landlord or against which Tenant has received a credit), all movable property (which for the purposes of this Lease shall mean all furniture, furnishings, and trade fixtures (including desks, counters, cabinetry, movable partitions, shelving, computer, photocopy and word processing equipment and safes not affixed to the realty so that they can be removed Without damage), shall remain the property of Tenant, shall be removed by Tenant on or before the expiration of the term or sooner termination thereof and, in case of damage by reason of their remova~ Tenant shall repair any damage and restore the Premises to good order and condition, reasonable wear and tear excepted. In case Tenant shall decide not to remove any movable property, it shall notify Landlord not less than sixty (60) days prior to the expiration of the term of this Lease, specifying the items of movable property which it has decided not to remove. If, within thirty (30) days after the service of such notice, Landlord shall request Tenant to remove any of the said Tenant's movable property, and/or if Landlord shall elect, not less than thirty (30) m 1-9 -', ~ , '.' '; . -. ,~~~~"","":~~_""""""""~";~_~",~""""":,~",,,,,,,.,~,,,~_"_T'~-~"~'-T-;'''--''":':"'-c-:::"'-",:-~'-'''-~":"''''----~,,,:-:-'--"'::~'~'~'-:'-''- - ":~':""-''''';11''"~~''~'~ -, - r ~~ . ~ "1~""'~~ .......... 1-- ) J .. ) --~..- "'~'1"'"~I- <I days prior to the expiration of this Lease, to require the removal of Tenant's movable property referred to above, Tenant shall at its expense, at or before the expiration of the term of this Lease, remove said movable property, and in case of damage by reason of such removal, restore the Premises to good order and condition, reasonable wear and tear excepted. 14.05 (i) Before proceeding with any alteration and/or addition, Tenant shall submit to Landlord three copies of detailed plans and specifications therefor, for Landlord's review and approval, In no event shall Tenant's alterations and/ or additions exceed any mechanical, electrical or structural system in the Building. (ii) Tenant shall promptly reimburse Landlord forall reasonable expenses incurred by Landlord in connection with: (a) its decision and the decision of any mortgagee as to whether to approve the proposed alterations and/or additions; and (b) inspecting the alterations and/or additions to determine' whether the same are being or have been performed in accordance with the approved plans and specifications therefor and with all legal requirements and insurance requirements, including the fees and expenses of any attorney, architect, or engineer employed for such purpose. Landlord shall exercise its good faith efforts to obtain consents from any mortgagee if such alterations and/or additions require consent by or notice to the mortgagee, Tenant, notwithstanding anything to the contrary contained in this Section, shall not proceed with the same until such consent has been received, or such notice has been given, as the case may be, and all applicable conditions or additions for which consent has been received shall be performed in accordance with the approved plans and specifications therefor, and no changes thereto shall be made without the prior consent of Landlord. (ill) Tenant shall not install and make part of the Premises any materials, fixtures, or articles which are subject to liens, chattel mortgages or security interests (as such term is defmed in the Uniform Commercial Code as then in effect in), but Tenant shall be permitted to lease normal office equipment, e.g. typewriters, computers, photocopy machines, and telex machines, which are not to be affixed into the Premises and which are necessary for Tenant to. conduct business. -',' . (iv) No alterations and/or additions (except for any repainting, recarpeting or wall covering set forth in Section 14.02) shall be undertaken: (a) except under the supervision of a licensed architect or licensed professional engineer reasonably satisfactory to Landlord; and (b) except after at least thirty (30) days' prior notice to Landlord. (v) All alterations and/or additions shall at all times comply with all legal requirements and insurance requirements and all rules and regulations (including any Landlord may adopt with respect to the making of any improvements) and shall be made at such times and in such manner as Landlord may from time to time direct. Tenant, at its expense, shall: (a) obtain all necessary municipal and other governmental permits, authorizations, approvals, and certificates for the prosecution of such alterations and/or improvements and for fmal approval thereof upon completion; (b) deliver three copies to Landlord; and (c) cause all alterations and/or improvements to be performed in a good and fust-class workmanlike manner, using new materials and equipment at least equal in quality to the original installations of the Building or the then standards for the Building established by Landlord. All alterations and/or additions shall be promptly commenced and completed, and shall be performed in such manner so as not to 20 , '. ."~~~~'-Y"~Y"n'""-:~~",:"""",,,,,,,,,:,,,,,,,,,,,,_,,,_,,,__~'___:"____"'__"'''''''_''_"';',~,~-:-:,~,~"",-,:-",'~'''''''''---:~'''-r"'':7;'":-'''-----'':'' . ' ~. : ~'",." .,' ) ) ) interfere with the occupancy of any other Tenant, nor delay or impose any additional expense upon Landlord in the maintenance, cleaning, repair, safety, management, or security of the Building (or the Building's equipment) or in the perfonnance of any improvements. If any additional expense is incurred, Landlord may collect the same as Additional Rent from Tenant. . Upon completion of Tenant's improvements, Tenant shall deliver a complete set of "As Built" drawings and plans to Landlord. No improvements shall involve the removal of any fixtures, equipment, or other property in the Premises which are not Tenant's sole and exclusive property without Landlord's prior consent and unless they shall be promptly replaced, at Tenant's expense, with fixtures, equipment, or other property of like utility and at least equal value (which thereupon shall become the property of Landlord). (vi) Tenant, at its sole expense, shall immediately procure the cancellation or discharge of all notices of violation arising from or otherwise connected with its alterations and/or additions which shall be issued by any public authority having or asserting jurisdiction. (vii) Only persons first approved by Landlord shall be pennitted to act as contractor for any work to be perfonned in accordance with this Lease. Landlord reserves the right to exclude from the Building any person attempting to act as construction contractor in violation of this Section. In the event Tenant shall employ any contractor pennitted in this Section, such contractor or any subcontractor may have use of the Building equipment subject to the provisions of this Lease and the Rules and Regulations governing construction. Tenant will advise Landlord of the names of any such contractor and subcontractor Tenant proposes to use in the Premises at least thirty (30) days prior to the beginning of work by such contractor or subcontractor. ~ (viii) Tenant agrees that it will not at any time prior to or during the tenn of this Lease, either directly or indirectly, employ or pennit the employment of any contractor, mechanic, or laborer, or pennit any materials in the Premises, if the use of such contractor, mechanic, or laborer or such materials would, in Landlord's reasonable opinion, create any work slowdown, sabotage, wild-cat strike, strike, or jurisdictional dispute with other contractors, mechanics, and/or laborers engaged by Tenant or Landlord or others, or would in any way disturb the peaceful and harmonious construction, maintenance, cleaning, repair, management, security, or operation of the Building or any part thereof or in any other building owned by Landlord (or an affiliate of Landlord or co-venturer of Landlord). In the event of any interference or cOnflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics, or laborers, or all materials causing such interference, difficulty, or conflict, to leave or be removed from the Building immediately, and Tenant does hereby agree to defend, save, and hold Landlord harmless from any and all loss arising thereby, including, without limitation, any attorneys' fees and any claims made by contractors, mechanics, and/or laborers so precluded from having access to the Building, (ix) No approval by Landlord of any plans or specifications, consent by Landlord allowing Tenant to make any improvements, or any inspection of improvements made by or for Landlord shall in any way be deemed to be an agreement by Landlord that the contemplated improvements comply with any legal requirements or insurance requirements or the certificate of occupancy for the Building,' nor shall it be deemed to be a waiver by Landlord of the compliance by Tenant of any provision of this Lease. 2-1 ._~~' :\}r:;;li,:;;i~:;;~\~ ;:: ~7:RT7:~~~~~~~:~-7~T_"~~~"'";~~~~77~~:'-~~~'~"~;~'._---~~..r~~"~~~~~.:7~Dr1}Y~_--'~-:-'~~' __ . ) ) Section 15 Liability of Tenant In addition to any other provision set forth in this Lease and not in limitation thereto, Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord and at Tenant's sole cost), and hold Landlord and Landlord's affiliates, shareholders, directors, officers, employees, and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements, or expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by, asserted, or awarded against Landlord or any of them in connection with or arising from or out of: .. ' (i) any acts, omissions, or negligence or misconduct of Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person; or (ii) any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person of any term, covenant, or provision of this lease or any law, ordinance, or governmental requirement of any kind; or (iii). except for loss of use of all or any portion of the Premises or the Building or Tenant's propcmy located within the Premises or the Building that is proximately caused by or results proximately from the negligence of Landlord, any injury or damage to the person, property, or business of Ten ant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises or the Buildingooder the express or implied invitation of Tenant - ' , If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant (at Landlord's option), upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. I ) Section 16 Liability Of Landlord 16.01 Landlord or Landlord's agents have made no representations or promises with respect to the Building, or the Premises except as herein expressly set forth, and no rights, easement, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. 16.02 Except as expressly stated in this Lease, the Lease and the obligation of Tenant to pay Rent hereunder and perform all of the other covenants and agreements hereunder on the part ' of Tenant to be performed shall in no wise be affected, impaired, or excused because Landlord is unable to fulfill any of its obligations under this Lease, or to supply or is to make or is delay~d in making any repairs, additions, alterations, or decorations, or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by '.'; ~ '~~>":'(""":~""""''''''~'":7'''''''''~~'':~'''''''''''--''''''''''''''''~'~'''';7,"'7'''''''''_''''''''''--'''''''''''''''--'''-',....~_.::-_......~-~?,.,.,"'....,..__.P..,",''';.,'''......'"'~'.._~_,._~.--_._..,,~ ',.," ""l',,_ , 1"1' ~~ ) J } -'r " ''',',',' ) ~ ; ',:, 'I ;':'1 reason of strike or labor trouble governmental pre-emption in connection with a national emergency or by reason of any rule, order, or regulation of any department or subdivision thereof of any gove=ent agency, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. 16.03 Landlord Indemnification. In addition to any other provision set forth in this Lease and not in limitation thereto, Landlord agrees to indemnify, defend (with counsel , . reasonably acceptable to Tenant and at Landlord's sole cost), and hold Tenant and Tenant's affiliates, shareholders, directors, officers, employees, and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements, or expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by, asserted, or awarded against Tenant or any of them in connection with or arising from or out of: ' (i) any acts, omissions, or negligence or misconduct of Landlord or any person claiming under Landlord or the employees, agents, contractors, invitees, or visitors of Landlord or any such person; or (ii) any breach, violation, or nonperformance by Landlord or any person claiming under Landlord or the employees, agents, contractors, invitees, or visitors of Landlord or any such person of any term, covenant, or provision of this lease or any law, ordinance, or gove=ental requirement of any kind; or (iii) except for loss of use of all or any portion of the Premises or the Building or Tenant's property located within the Premises or the Building that is proximately caused by or results proximately from the negligence of Tenant, any injury or damage to the person, property, or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises or the Building under the express or implied invitation of Tenant. If any action or proceeding is brought against Tenant, its employees, or agents by reason of any such claim, Landlord (at Tenant's option), upon notice from Tenant, will defend the claim at Landlord's expense with counsel reasonably satisfactory to Tenant. 16.04 Unless such damage is caused by the negligence or misconduct of Landlord, its employees or its agents, LandlOl:d and its agents shall not be liable for any damage to Premises of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any Premises of Tenant by theft or otherwise, Landlord and its agents shall not be liable for any . injury or damage to persons or Premises resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused by or due to the negligence or Diisconduct of Landlord, its agents, servants, or employees; nor shall Landlord imd its agents be liable for any such damage caused by other Tenants or persons in the Building or caused by operations in construction of any private, public, or quasi-public work. ~ "~, 2-3 . ~~~~"'''''-""",:::;-:""""""~,,~>,\;,,,,,,~..,~,,:~--~,-------;'~-:-.:~:~:'''-~-:~~'''''',...,:~?,:~~:-",;~.~",:----:--:--:-,~"".-" ..,.....~.~i'T::..7.'-T-::.. ) ) ) . I 16.05 Tenant shall look only and solely to the assets of Landlord and the rents and profits therefrom for the satisfaction of any right of T eIlant arising out of this Lease or for the collection of judgment or other judicial process or arbitration award requiring the payment of money by Landlord, and no other property of Landlord's agents, incorporators, shareholders, employees, officers, directors, partners, agents, or affiliates shall be subject to levy, lien, execution, attachment, or other enforcement procedure for the satisfaction of Tenant's rights and remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or under law, Tenant's use and occupancy of the Premises, or any other liability of Landlord to Tenant. Section 17 Insurance 17.01 Tenant's Insurance. Tenant shall at all times during term of this Lease and any extensions thereof, maintain, at its own cost and expense insurance of the following types and amounts. (i) Workers' Compensation insurance in statutory amounts. Employer's Liability insurance with limits of at least $1,000,000 each accident, $1,000,000 each employee and $1,000,000 policy limit; (ii) Automobile Liability insurance with a limit of not less than $5,000,000 combined single limit, bodily injury and/or property damage per occurrence; (iii) Public Liability insurance including contractual liability insurance, with a limit of not less than $5,000,000 combined single limit, bodily injury and/or property damage arising out of bodily injuries to or death of all persons in anyone occurrence and for damage to or destruction of property, including the loss of use thereof, in anyone occurrence. In addition, said public liability policy shall also contain a separate sub limit for fire damage of at least $500,000 for anyone fire; (iv) All Risk Property insurance covering personal property owned by Tenant, property in Tenant's care, custody and control, as well as leasehold improvements made by Tenant, in any amount not less than 100% of the full replacement cost thereof. Such insurance shall contain a waiver of subrogation against Landlord and shall name Landlord as Loss Payee as their interests may appear; and (v) Tenant shall carry or cause its contractor to carry builder's risk insurance, completed value form, covering all physical loss of Tenant's personal property, in an amount reasonably satisfactory to and to specifically protect the Landlord and any mortgagee. 17.02 The insurance required pursuant to Section 17.01 shall be effected under standard form policies issued by insurers of recognized fmancial responsibility licensed to issue such policies in the Commonwealth of Pennsylvania. Failure to procure and maintain such insurance in force shall constitute an Event of Default. Notwithstanding th.e aforesaid, Tenant shall have the right to self insure as to the insurance requirements set forth in Section 17.01 or to carry such insurance on a "blanket policy". . ~ \',. :M ry"'';('":''':'>';~~c:~~'~;,~-.r-O;~'':'''~''' ',_. ~ J~i~m~;~-~::i~~~~:;:;<; ::; :',' -.: . '~""__._-'"':'"'''':~~, :-ri~,~~'~':'~___~"'_~~'" C""'''':;.~~'.'.~-,- ..:...~":.-. . .', , ""~ ) ) } .1 17.03 The insurance required pursuant to Section 17.01 shall be enforceable by any legitimate claimant after the termination or cancellation of this Lease whether by expiration of time, by operation of law or otherwise, so long as the basis of the claim against the insurance company occurred during the periods of time for which such insurance was obtained. 17.04 Tenant shall furnish to Landlord certificates evidencing the insurance outlined in Sections 17.Q1(i), (ii), (ill) and (iv) at least thirty (30) days prior to commencement of this Lease and Landlord must be named as an additional insured under insurance outlined in Sections (ii) and (ill). 17.05 All insurance required by Section 17.01 must be endorsed to provide that the insurance company shall give thirty (30) days prior written notice to Landlord's Director- Insurance, 25A, 2001 Market Street, P.O. Box 41425, Philadelphia, PA 19101-1425, with a copy . to the Landlord at the address set forth in Section 24, if the policies are to be terminated or if any changes are to be made in them during the Lease Term or Renewal Term which will reduce, in any way, the insurance requirements of this Lease. 17.06 Upon failure of Tenant to procure, maintain, and pay all premiums for insurance required pursuant to Section 17.01, Landlord may, at its option, do so, and Tenant agrees to pay the cost thereof to Landlord. 17.07 Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the certificate of occupancy or the terms of the State standard form off Ire, boiler, sprinkler, water damage, or other insurance policies covering the Building and the fIxtures and Premises; and Tenant shall, at its own expense, comply with all rules, orders; regulations, or requirements of the Board of Fire Underwriters or any other similar body having jurisdiction, and shall not knowingly do or permit anything to be done in or upon the Premises, or bring or keep anything therein, or use the Premises in a manner which increases the rate of fIre insurance upon the Building or on any Premises or equipment located therein over the rate in effect on the Commencement Date of this Lease. 17.08 If, by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of any insurance (with extended coverage) on the Building or on the Premises and equipment of Landlord or any other tenant or subtenant in the Building shall be higher than it otherwise would be, Tenant shall reimburse Landlord and the other tenants in the Building for that part of the fu-e, boiler, sprinkler, water damage, or other insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant. In any action or proceeding wherein the Landlord and Tenant are parties, a schedule or "make up" or rate for the Building or Premises issued by the Fire Insurance Exchange or other body making fIre insurance rates for said Premises, shall be conclusive evidence of the facts therein stated and of the several items and charges in the fife insurance rate then applicable to said Building or Premises. 17.09 Landlord's Insurance. Landlord shall at all times during term of this Lease and any extensions thereof, maintain, at its own cost and expense insurance of the following types and amounts with an insurer of recognized responsibility licensed to issue such a policy in the Commonwealth of Pennsylvania, (i) All risk insurance upon the Building in the amount of its full replacement cost. Such insurance shall contain a waiver of subrogation against Tenant; and I I,; 2-5 ''''~''':>''Y':~'''~''''~''''''';:~;;?~;~~:~~':::~'''''7",~"";;",,''''..~,,,:r;~....--~-:'~-:--..~~~m"'~';",:""",~:,:",":,,,,,,,,,,,,_::-:,._:::_-:-._,,__,._.~,,_~,.. --., . I c" '.1 ') (ii) Commercial general liability insurance with the broad form comprehensive liability endorsement or equivalent in the amount of Five Million Dollars ($5,000,000) combined single limit covering loss or liability in connection with bodily injury, death, property damage or destruction, occurring on or about the Building, which policy shall cancelable upon thirty (30) days prior notice to Tenant Notwithstanding the aforesaid, Landlord, at its election, at any time during the Lease Term or Renewal Term, may obtain the insurance required under this Section from Consolidated Rail Corporation ("Conrail") under Conrail's self insurance program. Landlord shall provide Tenant with a letter from Consolidated Rail Corporation ("Conrail") indicting that Conrail is insuring such risks as provided under this Section. 17.10 At least,five (5) days prior to the Commencement Date, Landlord shall deliver to Tenant a certificate of insurance evidencing each such policy required under Section 17.09, and at least thirty (30) days before such policy expires, Landlord shall deliver to Tenant a certificate evidencing the replacement policy therefore. ) ) Section 18 Dama~e By Fire Or Other Cause 18.01 If the Premises or any portion of the Building shall be partially damaged by fire or other cause, then notwithstanding anything to the contrary contained in this Lease, the damage shaII be repaired by and at the expense of Landlord (other than Tenant improvements made pursuantto Sections 14.02 and 14.03 and Tenant's personal property, for which Tenant shall be responsible to repair and/or replace at its sole cost and expense), and until such repairs shall be completed, the Base Rent shall be apportioned according to the part of the Premises which is usable by Tenant until Landlord substantially completes its repairs. But if partial damage is due to the actions of, or the fault, failure or negligence of Tenant, and its officers, employees, agents, contractors, or invitees, there shall be no apportionment or abatement of Base Rent No penalty shall accrue for reasonable delay which may arise by reason of adjustment of insurance on the part of the Landlord, or for reasonable delay on account of "labor troubles," or for acts of God, or any other cause beyond Landlord's contro~ or any combination thereof. If the Premises are totally or substantially damaged or are rendered wholly or substantially untenantable by fire or other cause, and if (i) Landlord shall decide not to restore or not to rebuild the same, or (ii) if the Building shaII be so damaged that Landlord shaII decide to demolish it or to rebuild it (whether or not the Premises have been d~aged), then, or in any of such events, Landlord may, within thirty (30) days after such causality ("Landlord's Election Period"), give Tenant a notice of such decision, and thereupon, the term of this Lease shall expire after such notice is received, and Tenant shaII vacate the Premises and surrender the same to Landlord. If: (a) Landlord does not exercise its right to terminate this Lease, (b) Tenant was not in default as of the date of the casualty, and (c) the reasonable estimated period to rebuild the Premises exceeds 120 days, then Tenant shall have the option of terminating this Lease upon notice to Landlord within fifteen '(15) days from the from the expiration of Landlord's Election Period. If Tenant shall not be in default under this Lease, then upon the termination of this Lease under the conditions provided for in the two (2) immediately preceding sentences, then Tenant's liability for Base Rent shall cease as of the day following the casualty. If the damage or destruction be due to the fault or ~ 26 "'?Cf'l 'I ." '~" t:,' , ~r,'~'_ ' _~~...,...~:.~,~._--:...::_-...--~---...~...-..~-....~."..._-......",,,",.,.........,,,",:,,,,,,,,--';_"'--'~''''.'~--'~""'''-'''''''''''''''','1~''''''~'_''''''''''-''7'~---'-' .-....,. '- , ' ,', , . "r ) ) ) .. I neglect of Tenant, the debris shall be removed by, and at the expense of Tenant. Notwithstanding anything to the contrary set forth above, in the event that the period of time for Landlord's restoration or repair of the Building pursuant to this Section 18.01 exceeds 210 days" then Tenant shall have the option to terminate this Lease. Tenant's shall exercise its right of termination by giving notice to Landlord within twenty (20) days of the expiration of said 210 day period. 18.02 No damage, compensation, Or claims shall be payable by Landlord for inconvenience, loss of business, or annoyance arising from any repair or restoration of any portion of the Premises or of the Building. Landlord shall use its best efforts to effect such repairs promptly and in such a manner as not unreasonably to interfere with Tenant's occupancy. 18.03 If more than 25% of the Premises or a substantial portion of the Building shall be damaged by fife or other casualty during the last two (2) years of the then current term of this Lease, then Landlord or Tenant may, upon ninety (90) days notice to the other party, cancel and terminate this Lease as of the date set forth in such notice, as if mch date were the stated . Expiration Date of this Lease, and Landlord shall have no duty to repair and/or restore the Premises. Tenant shall not have the option of terminating this Lease pursuant to this Section if such damage was due to the actions of, or the fault, failure or negligence of Tenant, its officers, employees, agents, contractors and invitees. Section 19 Condemnation 19.01 In the event that the whole of the Premises shall be condemned or taken in any manner for any public or quasi-public use, or the Premises is condemned for a temporary period of one (I) year or longer, this Lease and the term and estate hereby granted shall cease and terminate as of the date of vesting of title. In the event that only a part ,of the Premises shall be so condemned or taken, then, effective as of the date of vesting of title, the Rent hereunder for such part shall be equitably abated, and this Lease shall continue as to such part not so taken. In the event that only a part of the Building shall be so condemned or taken, then: (i) if substantial structural alteration or reconstruction of the Building shall, in the reasonable opinion of Landlord, be necessary or appropriate as a result of such condemnation or taking (whether or not the Premises be affected), Landlord may, at its option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by notifying Tenant of such termination within sixty (60) days following the date on which Landlord shall have received notice of vesting of title; or (ii) if Landlord does not elect to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation ortaking, except that the Rent shall be abated to the extent, if any, hereinbefore provided. In the event that only a part of the Premises shall be so condemned or taken and this Lease and the terms and estate hereby granted are not terminated as hereinbefore provided, Landlord will, at its expense, restore with reasonable diligence the remaining structural portions of the Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking. Landlord shall notify Tenant of its receipt of any condemnation affecting the Premises. Furthermore, in the event that a part of the parking lot or Premises shall be so condemned or taken, and in Tenant's reasonable opinion such condemnation or taking materially interferes with Tenant's use of the Premises, . 1r7 "~~~""."""""";""",-_,,,:..._~,;:...,",,,.-:-,T'_""""""'''''''''O...,......-r..._'''''---'---~-"'7~""~:'-"''''~'''''"''''''''''''''''''''''"'.''~'~'>'''''~'~'::,_........---.--:-'"--:--_.,-.,.", ~.. ) J ) then Tenant shall have the right to terminate this Lease as of the date of such condemnation which shall be exercised within thirty (30) days of Tenant's receipt of notice of such condemnation or taking. 19.02 In the event of termination in any of the cases hereinabove provided, this Lease and the term and estate hereby granted shall expire as of the date of such termination with the same effect as if that were the date hereinbefore set for the expiration of the term of this Lease, and the Rent hereunder shall be apportioned as of such date. 19.03 In the event of any condemnation or taking hereinabove mentioned of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all right, title, and interest of Tenant, now or hereafter arismg in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award. Tenant shall have no claim for the value of any unexpired term of this Lease. Tenant shall be entitled to make a claim for compensation from the condemnor to the extent that such claim does, not in any way, reduce the amount of the award that is otherwise payable to Landlord pursuant to the terms of this Section. 19.04 If more than 15% of the Premises shall be taken in condemnation during the last two (2) years of the term of this Lease, Landlord or Tenant may give the other party a ninety (90) day notice to be exercised within thirty (30) days of notification of such taking, terminating this Lease as if the date set forth in the notice. I Section 20 Defaults and Remedies: Waiver of Redemption. 20.01 Events of Defaults. If during the term of this Lease or any renewals thereto, any one or more of the following acts or occurrences (anyone of such occurrences, or,acts being hereinafter called an "Event of Default") shall happen: (i) Tenant shall default in making the payment of any installment of Base Rent or Additional Rent or default in any other way curable by the payment of money, as and when the same shall be due and payable, and such default shall continue for a period of five (5) days after notice thereof from Landlord to Tenant; or (ii) If Tenant assigns this Lease or sublets the Premises without Landlord's consent, if required by Section 9; or (iii) Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, Composition, readjustment, liquidation, dissolution or similar relief under any present or future bankruptcy or other applicable law, or make an assignment for the benefit of its creditors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidator of Tenant or of all or any substantial portion of its assets; or (iv) Ifwithin sixty (60) days after the filing of an involuntary petition in bankruptcy against Tenant Of the commencement of any proceeding against Tenant seeking any reorganization, composition, readjustment, liquidation, dissolution Of similar relief under any 28 "'~'j >""..",,,-,,,_.~~~l":""~~_~""'~'"'l"'\._.,....._........--__,,~~,.._____,._......_..,..,..-,..-,..-~_:",.,..---,..,..-~-,..---_..~_. 'I" ~ . . . . . "-'I'l'! ') ,) present or future bankruptcy or other applicable law, such proceeding shall not have been dis- missed; or if, within sixty (60) days after the appointment (without the consent or acquiescence of Tenant) of any trustee, receiver, custodian or liquidator of Tenant, or of all or any substantial part of the properties of Tenant or of all or any part of the Premises, such appointment shall not have been vacated or stayed on appeal or otherwise discharged; or if, within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated; or ifwithin sixty (60) days after the taking of possession (without the consent or acquiescence of Tenant) of the Premises of Tenant by any governmental office or agency pursuant to statutory authority for the dissolution or liquidation of Tenant, such taking shall not have been vacated or stayed on appeal or otherwise discharged; or (v) Tenant shall default in the strict observance or performance of or compliance with any of the other covenants, agreements, terms or conditions of this Lease to be observed or performed by Tenant (other than any default specifically referred to in this Section 20.01), and such default shall continue for a period of thirty (30) days after notice thereof from Landlord to Tenant (except for an Event oiDefault as set forth in Sections 20.01 (iii), and (iv), for which Landlord will not be required to give Tenant any notice and may exercise its remedies as set forth in Section 21) or, in the case of a default which cannot with due diligence be cured within thirty (30) days, Tenant shall fail to commence within said period of thirty (30) days, or shall fail to thereafter diligently prosecute to completion, all steps necessary to remedy such default (it being intended that as to a default not susceptible of being cured with due diligence within thirty (30) days, the time within which such default may be cured shall be extended for such period as may be reasonably necessary to permit the same to be cured with all due diligence; then, upon the occurrence of anyone or more of such Events of Default, Landlord may exercise the rights set forth in Section 21 of this Lease, or otherwise provided at law or in equity. 20.02 N'otwithstanding any provisions of this Lease permitting Tenant to cure an Event of Default, if an Event of Default (regardless of type) occurs more than two (2) times within any twelve (12) month period, then, notwithstanding that each such Event of Default shall have been cured, upon any further occurrence of any subsequent Event of Default within said twelve (12) month period, Landlord may exercise the remedies provided herein or at law or in equity upon the expiration of a cure period which shall not exceed fIfteen (15) days. ~ - Section 21 Landlord's Ri~hts Ullon Tenant's Default 21.01 If any Event of Default occurs, Landlord may, notwithstanding the fact that Landlord may have other remedies hereunder or at law or in equity, by notice to Tenant, designate a date, not less than fIve (5) days after the giving of such notice, on which this Lease shall terminate; and thereupon, on such date the lease term and the estate hereby granted shall expire and terminate with the same force and effect as if the date specified in such notice was the Expiration Date, and all rights of Tenant in and to the Premises hereunder shall terminate but Tenant shall remain liable as provided in this Lease, and Landlord shall have the right to, at itS option, remove all persons, and remove and use goods, fIxtures and chattels from the Premises .} without liability or damages to Tenant. 29 ,~T?' .):,~""""~""""'''-~'''''''''''~~~~''''''_'''''_~''''~:,'''''':-""'''__.'_~'~_''~___:-'''~___''~~,-:-","~'7~:"~':7''':7._~,~.,.-,,_,...._,~~__n_.~ . .,. I" "p' . ') ,) } 21.02 If this Lease is terminated as provided in Section 21.01, or as permitted by law, Tenant shall peaceably quit and surrender the Premises to Landlord, and Landlord may, without further notice, enter upon, re-enter, possess and repossess the same by summary proceedings, ejectment or other legal proceeding, and in any such event neither Tenant nor any person claiming through or under Tenant by virtue of any law or an order of any court shall be entitled to .possession or to remain in possession of the Premises but shall forthwith quit and surrender the Premises. Landlord at its option shall, notwithstanding any other provision of this Lease, be entitled to recover from Tenant as and for dainages either: (i) an amount equal to the Present Value of all Base Rent and Additional Rent (conclusively presuming the Additional Rent to be the same as was payable for the calendar year immediately preceding such termination) reserved hereunder for the unexpired portion of the lease term, less an amount equal to the Present Value of the reasonable rental value of the Premises or portion thereof for the balance of the lease term after deducting from said rental value all costs and expenses which Landlord would incur in connection with the termination of this Lease and the reletting of the Premises or portion thereof (including, but not limited to, brokerage commissions, Tenant improvement costs, attorneys' fees and disbursements, rent concessions and all otherrelated costs and expenses); or (ii) amounts equal to the Base Rent and Additional Rent (as presumed above) which would have been payable by Tenant had this Lease not been terminated, or had Landlord not re-entered the Premises, payable on the date that such payments would have otherwise been payable following such termination and until the Expiration Date. Landlord shall attempt to relet the Premises. However, if Landlord shall relet the Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such net rents to be determined by first deducting from the gross rents as and when received by Landlord, the costs and expenses incurred or paid by Landlord from such reletting, including without limitation, expenses incurred or paid by Landlord in terminating this Lease or in re-entering the Premises and in securing possession thereof, as well as the expenses of reletting (including altering and preparing the Premises for new Tenants and brokers' commissions). It is understood that any such reletting may be for a period shorter or longer than the remaining lease term, but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this Subsection to a credit with respect of any net rents from a reletting, except to the extent that such net rents are actually received by Landlord. Suit or suits for the recovery of such damages, or any installments of such damages, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require I,-andlord to postpone suit until the date when the term of this Lease would have expired if it had not been so terminated under the provisions of Section 21.03, or under any provision oflaw, or had Landlord not re-entered the Premises. 21.03 Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, i.D. addition to the damages partic- ularly provided above, Landlord may laYlfully be entitled by reason of any default hereunder on the part of Tenant. Tenant shall be responsible for all consequential damages to Landlord as a result of Tenant's failure to surrender the Premises in accordance with this Lease. Nothing set ~ 30 ;, ..""'C........,~..."'''':~......~--,~,-."''':-,-~7'":7''.,...~--..~'~_.~~--~~',~~.,~.-~-"..._~._~.~.~7:.~._. ", -::~~.......>."'~;; ~~~;::-:. . "'!~"'..... 'I"" '> !) i ;~' : ," ',-i- forth herein shall limit or prejudice the right of Landlord, in any bankruptcy or reorganization or insolvency proceeding, to prove for and obtain as damages by reason of such termination an amount equal to the maximum allowed by any bankruptcy or reorganization or insolvency pro- ceedings, or to obtain as damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law whether such amount shall be greater, equal to, orless thlUl lUly of the sums referred to in Section 21.02. 21.04 Landlord may retain, as a credit against the damages herein provided for, lUly Rent or monies received by it from Tenant or others on behalf of Tenant. 21.05 In the event Tenant has not removed its personalty lUld lUly improvements after the expiration qr earlier termination of this Lease, Landlord shall have the right, as agent for TenlUlt, to take possession of such personalty and improvements and, at Landlord's option, use or sell (in a cOllllnercially reasonable manner) the same at lUly private or public sale and apply the proceeds to any amount due Landlord. Tenant waives any right to notice of execution or levy in connection therewith. 21.06 If TenlUlt shall default in the keeping, observance or performance of any covenlUlt, agreement, term, provision or condition herein contained beyond any applicable cure period, Landlord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant (i) immediately or at any time thereafter and without notice in the case of emergency or in case such default will result in a violation of any law, rule or regulation of any governmental authority or any insurance policy maintained by Landlord, and (ii) in any other case ifsuch default continues for a period of thirty (30) days after the Landlord's notice to Tenant of Landlord's intention to perform the same. All costs and expenses incurred by Landlord in connection with any such performance by it for the account of Tenant and also all . costs and expenses, including, without limitation attorneys' fees incurred by Landlord in any action or proceeding (including any summary dispossess proceeding) brought by Landlord to enforce any obligation of Tenant under this Lease and/or right of Landlord in or to the Premises, shall be paid by Tenant to Landlord. 21.07 For the purpose of this Section, "Present Value" shall be calculated using the "prime rate" of interest in effect at the Chase Manhattan Bank, N.A., New York, New York (or if said bank is no longer publishes such rate, such other the rate charge by another bank reasonably selected by Landlord), on the date of the termination of the Lease. ' 21.08 For the purposes of any suit brought by Landlord this Lease shall be construed to be a divisible contract, to the end that successive actions may be maintained on this Lease as successive periodic sums mature hereunder. ~ Section 22 Surrender Of Premises Upon the expiration or other termination of the term of this Lease, Tenant shall quit and surrender the Premises in good order and condition, ordinary wear and tear and damage by fIre or other casualty, the elements, and any cause beyond Tenant's control excepted, and shall ) remove all its property therefrom, except as otherwise provided in this Lease. . "~!~,~~ ,:'.' -' . . ~_""""": _I I~' 3-1 - . ~~~"!~...;~~.?,,..-.o;~~.,,;' _ ~. ~__"''''~:~~',~.''':-'''''''-",~",-7"---'~7:''"'1~'r',~'''.",''""",'ry'''.~",,":,,~--':~',~'~---"7,-'~:::-"-:;' "",:-~'~'-'---'-'-~'-'-'-' 'C'-::1 ) Section 23 Definition Of Landlord The term "Landlord," wherever used in this Lease, shall be limited to mean and include only the owner or owners, at the time in question, of the Building, or a mortgagee in possession, who, in the event of any sale, assignment, or transfer of the Building, shall thereupon be released and discharged from all covenants, conditions, and agreements of Landlord hereunder arising subsequent to the date of any such sale assignment or transfer; but such covenants, conditions, and agreements shall be binding upon each new owner, or mortgagee in possession for the time being of the Building, until sold, assigned, or transferred. Section 24 Notices Every notice, approval, consent, or other communication desired or required under this Agreement shall be effective only if the same shall be in writing and sent postage prepaid by overnight courier or United States registered or certified mail return receipt requested (or a s;milar mail service available at the time), directed to the other party at its address set forth below, or such other address as either party may designate by notice given from time to time in accordance with this Section, Notice shall be effective upon the earlier of receipt or three (3) business days after mailing. If to Landlord: eRC Propetties Inc. 200 I Market Street - 7B Philadelphia, PA 19101-1407 ) Attn: Director - Office Space I If to Tenant: MC051 United States Fidelity and Guaranty Company Attention: Administration Department, Real Estate Service Delivery Address: P.O. Box 1138 Baltimore, MD 21203-1138 Mailing Address: 5801 Smith Avenue 5th Floor, McAuley Hall Baltimore, MD 21209 } With a copy to: 1W3201 United States Fidelity and Guaranty Company Attention: Real Estate Counsel, Legal Department Mailing Address: 32 . :":' ':'" .',. ~'::"::i;~ 1r" "'." , I 'n'_, <, ,- - : ............~~'_"~~_...:........-~,~-~=;:~7--~-~.,--~~," :"'~._"_'\""'':'':''~''''''_''''':'':''_._:7'~'''~~_:~'_.," ) P.O. Box 1138 Baltimore, MD 21203-1138 Delivery Address: 100 Light Street 32nd Floor Baltimore, MD 21202 ~ ,;, Telephone Notice pursuant to Section 11.01 only: Mary Boisvert (717)-231-7303 ) Section 25 Rules And Rel!ulations 25.01 Tenant, its servants, employees, agents, visitors, and licensees shall observe faithfully and comply strictly with the rules and regulations attached hereto as Exhibit B. Landlord shall have the right from time to time during the terms of this Lease to make reasonable changes in and additions to the said Rules and Regulations with the same force and effect as if they were originally attached hereto and incorporated herein provided that such changes in and additions to said Rules and Regulations do not materially and adversely affect Tenant's rights and obligations under this Lease. Said Rules and Regulations will be subject to the following: (i) The Rules and Regulations must be applied and enforced in a uniform manner; and ~ (ii) if any rule or regulation shall conflict with the terms set forth in the body of this Lease, then the terms set forth in the body of this Lease shall govern. 25.02 Any failure by Landlord to enforce any Rules and Regulations now or hereafter in effect, either against Tenant or any other tenant in the Building, shall not constitute a waiver of the enforceability of any such Rules and Regulations, Section 26 Broker The Tenant warrants and represents that the only brokers with whom it has dealt in this transaction are Commercial Industrial Reality Company and CB Commercial Real Estate Group, Inc. Tenant agrees to defend, save, and hold Landlord harmless from any claims for fees and commissions, and against any liability (including reasonable attorneys' fees) by reason of ' Tenant's breach of such representation and warranty. Landlord agrees to pay the brokerage commission with respect to Commercial Industrial Reality Company and CB Commercial Real Estate Group, Inc. , in accordance with separate agreements. '~ ..I Section 27 Successors and Assi~ns The covenants, conditions, and agreements contained in this Lease shall bind and insure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, 3;J ':')~,-::~~,'r, ~ ~ .~:_,_ '. .~_' _ '~. "'J, ".':",_:,~_ ~---:""':""~""'~'Y"~'.""'''''''''''''''''''''_'''''''''''':'~---~-:-'''''''-~~'-''''''''\~'-~''...,-..."''"......~...._-"._-_.._.,...-...... ',.~ I ~ "~ " - ~ and, except as otherwise provided herein, their assigns, ) .) Section 28 Si!!ns 28.01 Except as set forth in Section 28.02 below, without Landlord's prior consent, Tenant will not attach any sign on any part of the outside of the Premises or the Building, or on any part of the inside of the Premises that is visible outside the Premises, or in the halls, lobbies, windows, or elevator banks of the Building. Permitted signs will comply with the requirements oithe governmental authorities having jurisdiction over the Building. At its expense, Tenant will maintain all its signs and will, at the end of this Lease and at its expense, remove all of its signs and repair any damage caused by their removal. If Tenant fails to remove any sign at the end of this Lease, Landlord may remove such sign without notice to Tenant and at Tenant's expense. Landlord may name the Building and change the name, number, or designation of the Building provided that the Building shall not be named for Tenant, or any insurance company or fmancial products company. Tenant wi!! not use the name of the Building for any purpose other than the address of the Building. Landlord will provide at its expense, (i) a standard building and entrance door signage, (ii) a multi-tenanted monument sign at the entrance to the property, and (Hi) a directory in a conspicuous place in the Building with names of Tenants of the Building. Tenant will be given one line on the Building directory. Landlord will also provide one suite identification sign adjacent to the main entry door of the Premises in Landlord's standard form. Tenant will pay Landlord's reasonable charges for changing the directory listing and identification sign at Tenant's request. 28.02 Tenant shall have the right to install an exterior sign of approximately one-half of the size of the "Conrail" sign located on the south side of the Building ("Tenant's External Sign"), subject to the following: (i) Tenant shall comply with Sections 14.03 (i), (ii), and (iii), and Section 14.05 (i), (Hi), (v), (vi), (vii) and (vHi) with respect to the installation or removal of the External Sign; (ii) Tenant shall be responsible to maintain the External Sign in accordance with the provisions of Section 13.01; and (Hi) Tenant, at its sole cost and expense, shall remove the External Sign prior to the termination of this Lease and repair any damage to the Building to Landlord's reasonable satisfaction. ' ~ Section 29 Boldin!! Over Should Tenant hold over in possession of the Premises or any portion thereof after the expiration of the term of this Lease or sooner termination as provided by this Lease without the execution of a new lease agreement or renewal agreement, Tenant, at the option of Landlord, shall be deemed to be occupying the entire Premises from month-to-month, subject to such occupancy being terminated by either party upon thirty (30) days notice to the other party, at a monthly rental equal to 100 % of Base Rent due for the month immediately preceding the termination of this Lease for the first fifteen (IS) days of the holdover period, and thereafter, at a rate equal to 150% of Base Rent, and otherwise subject to all the other terms, covenants, 34 '~fl~~"'~~:"~~~~~"""""'"7';7\~""''''''''''''''--''''--~-'*'--'~~'~';"-~'''''''~'~.'....._,...."..,"~.....~_._.....-----.-_.. . . , ~.= ,.~- r-"" ',' ~,.- ) ) ) .1 obligations and conditions of this Lease insofar as the same may be applicable to a month~to- month tenancy, including the payment of all Additional Rent as defmed in this Lease. The acceptance of Rent by Landlord shall not be evidence that Landlord has exercised its option to treat Tenant as a holdover tenant pursuant to the option set forth above. Section 30 Quiet En;ovrnent So long a Tenant shall not be in default under the terms, covenants and conditions set forth in this Lease, Landlord hereby covenants that Tenant shall peaceably and quietly hold and enjoy the Premises throughout the Lease Term and Renewal Term (if applicable) without interruption or hindrance from Landlord, or any person claiming by, through, or under Landlord, or any person claiming by superior title to Landlord. Landlord shall use reasonable efforts to eliminate any nuisance, unreasonable disturbance or danger from other tenants in the Building. Landlord represents to the best of its knowledge, that there is no matter of title of record or in fact, affecting the Premises that would conflict wit Tenant's rights under this Lease, and that the performance by Landlord of its obligations under this Lease shall not result in the breach by Landlord of any agreement binding upon Landlord or the Premises. Section 31 Approvals Except as otherwise specifically set forth in this Lease, neither party shall unreasonably withhold or delay any consent or approval which the other party by the terms of this Lease is required to obtain from the party whose consent or approval is sought. ~ Section 31 Miscellaneous 31.01 Tenant waives the right to trial by jury in any summary proceeding that may hereafter be instituted against it or in any action that may be brought hereunder, provided such waiver is not prohibited by law, 31.02 The failure of either party hereto to seek redress for violation of, or to insist upon the strict performance of, any covenant or condition of this Lease, or any of the Rules and Regulations, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the forlle and effect of an original violation. The delivery of keys to any employee of Landlord or of Landlord's agent shall not operate as a termination of this Lease or a surrender of the Premises. In the event that Tenant at any time desires to have Landlord sublet the Premises, Landlord or Landlord's agents are authorized to receive said keys for such purpose without releasing Tenant from any of the obligations under this Lease. The receipt or acceptance by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by either party hereto unless such waiver be in writing signed by the waivirig party. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent required' to be paid shall be deemed to be other than on account of the earliest such Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as :;'5 '~~~~"""-'-'''''''''"'''"''"'~~'''~'~''''-__''''~''''''''''''''''''''--'''''''',:,",'''''_7~-'''''''7~;~''''''_''~'__'_'_>~,_.._._ ~__-:_..,.._ --. .. --- .. ..._ _.,.... _____..._.~ ~ ~.. ~_ _,._ ...,__ u" -- . ; . , -," ) J ) Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease, 31.03 This Lease, with its schedules and annexes, contains the entire agreement between Landlord and Tenant, and any agreement hereafter made between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such agreement is signed by the party to be charged. This Lease may not be orally waived, terminated, changed, or modified. 31.04 The captions of in this Lease and Index are inserted only as a convenience and for reference, and they in no way defme, limit, or describe the scope of this Lease or the intent of any provision thereof. References to Sections are to those in this Lease unless otherwise noted. 31.05 If any term, covenant, condition, or provision of this Lease or the application thereof to any circumstance or to any person, fIrm, or corporation shall be invalid or unentorceable to any extent, the remaining terms, covenants, conditions, and provisions of this Lease or the application thereof to any circumstances or to any person, fIrm, or corporation other than those as to which any term, covenant, condition, or provision is held invalid or unenforceable, shall not he affected thereby, and each remaining term, covenant, condition, and provision of this Lease shall be valid and shall be enforceable to the fullest extent permitted by law. 31.06 This Lease is submitted to Tenant on the understanding that it shall not be considered an offer and shall not bind either party in any way until (i) Tenant has duly executed and delivered duplicate originals to Landlord, and (ii) Landlord has executed and unconditionally delivered one of said originals to Tenant. 31.07 This Lease shall not be strictly construed either against Landlord or Tenant. 31.08 All obligations of Landlord and Tenant occurring prior to the date of this Lease, shall serve such termination. 31.09 In the even of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover its attorneys' fees, and all other expenses incurred in such action or proceeding in such amounts as the court may adjudge reasonable. ' ." 36 _."....,.................,.,.~,~"'~,.,,.,.,.,_"=,.._,,~-.,.,,,>.......,~,,"";O...,,.._.. ",-:,""",",,__,,~~.~_,-_-__,. -,-- r___..,'.,,'. >-__~_,.,.~_". ~'''',.,~ ____._....... ..~,... . "- ) 31.10 Upon termination of this Lease, Tenant shall return the Premises and all improvements which are allowed to remain after the termination of this Lease in good condition and repair, reasonable wear and tear and damage due to casualty (which Landlord is obligated to repair pursuant to the terms of this Lease) excepted. IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the date first above written. ATtEST: ,:By; Title: -r.if~., CRC PROPERTIES INC. (LANDL By: Titl By.~#(f &2 ?'''''"<> Ie. f7 ' ;<e.../ G-~J-*'; Title: I ~ ATTEu '. :) ) 3-7 .><.~>:;,;c";,::.....",:,,,~,:,," "'~-'~\""'f'I.o:>':"'''''''''''''''''~~''''''''-'''-~''''''''':C-~''~''~'':'-''':'''''''W'''''''''''''''''''''''~'''_~''"'':":-:---~-~.~ , . , , ',-:-:"""-^ 2ND FLOOR EXHIBIT A (THE "PREMISES") 2605 INTERSTATE DRIVE HARRISBURG, PA ') '-I "'..... ) "!'~;'W-.",' ,.- ".'''........11 .',' , - i "~.__.J________._______J____...... ..~".......A<.....~.......... ,".' .,. . ,'. . '.' , . , " M I , M I , M I , I ~ I ~ 0 J '. M I , J: ~ , --, -~,-, ') ) ) EXHmIT B RULES AND REGULATIONS FOR THE BUILDING 1. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, any persons occupying, using, or entering the Building, or any equipment, finishings, or contents of the Building, and Tenant will comply with Landlord's reasonable requirements relative to such systems and procedures. 2, The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building will not be obstructed by any tenants or used by any of them for any purpose other than for ingress to and egr,ess from their respective premises. The halls, passages, exits, entrances, elevators, escalators, and stairways are not for the general public, and Landlord will in all cases retain the right to control and prevent access to such halls, passages, exits, entrances, elevators, and stairways of all persons whose pre1:ence in the reasonable judgment of Landlord would be prejudicial to the safety, character, reputation, and interests of the Building and its tenants, provided that nothing contained in these rules and regulations will be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No tenant and no employee or invitee of any tenant will go upon the roof of the Building, except such roof or portion of such roof as may be contiguous to the premises of a particular tenant and may be designated in writing by Landlord as a roof deck or roof garden area. No tenant will be permitted to place or install any object (including without limitation radio and television antenna, loud speakers, sound amplifiers, microwave dishes, solar devices, or similar devices) on the exterior of the Building or on the roof of the Building. 3. Except as provided in the Lease, no sign, placard, picture, name, advertisement, or notice visible from the exterior of Tenant's premises will be inscribed, painted, affixed, or otherwise displayed by Tenant on any part of the Building or the premises without the prior written consent of Landlord. Landlord will adopt and furnish to Tenant general guidelines relating to signs inside the Building on the office floors. Tenant agrees to conform to such guidelines. All approved signs or lettering on doors will be printed, painted, affIXed or inscribed at the expense of the Tenant by a person approved by Landlord. Other than draperies expressly permitted by Landlord and Building standard mini-blinds, material visible from outside the Building will not be permitted. In the event of the violation of this rule by Tenant, Landlord may remove the violating items without any liability, and may charge the expense incurred by such removal to the tenant or tenants violating this rule. ' 4. Other than draperies expressly permitted by Landlord and Building standard mini-blinds, no curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations will be attached to, hung or placed in, or used in connection with any window of the Building or the premises. 5. The sashes, sash doors, skylights, windows, heating, ventilating and air conditioning vents, and doors that reflect or admit light and air into the halls, passageways, or I I """ ' ',' . """'C""~'~'~~'\ , - ~,......",:,.,.~~><~.,..,......~,..;..........-_~...:-:.,...:~~.....,..-...~.......~or::-..."''''-'''''-:--~~'''-' ,,:~,.--' ....-- ') ) ) other public places in the Building will not be covered or obstructed by any tenant, nor will any bottles, parcels, or other articles be placed on any window sills. 6. No showcases or other articles will be put in front of or affixed to any part of the exterior of the Building, nor placed in the public halls, corridors, or vestibules without the prior written consent of Landlord. 7. No tenant will occupy or permit any portion of the premises to be occupied for the possession, storage, manufacture, or sale of liquor or narcotics, in any form, or as a barber or manicure shop or as a public employment bureau or agency, or for a public finance (personal loan) business. No tenant will permit the premises to be used for lodging or sleeping or for any immoral or illegal purpose. No tenant will use or permit the use of the premises in any manner that involves an unusual risk of injury to any person. No tenant will advertise for laborers giving an address at the Building. No cooking will be done or permitted by any tenant on the premises, except in areas of the premises that are specially constructed for cooking and except that use by the Tenant of Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverag~ will be permitted, provided that such use is in accordance with all applicable federal, state, and city laws, codes, ordinances, rules, and regulations. 8. No tenant will employ any person or persons other than the cleaning service of Landlord for the purpose of cleaning the premises, unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord will be permitted to enter the Building for the purpose of cleaning it. No tenant will cause any unnecessary labor by reason of such tenant's carelessness or indifference in the preservation of good order and cleanliness If Tenant's actions result in any increased expense for any required cleaning, Landlord reserves the right to assess Tenant for such expenses. Janitorial service will not be furnished on nights to offices that are occupied after business hours on those nights unless, by prior written agreement of Landlord and Tenant, service is extended to a later hour for specifically designated offices. ' 9, The toilet rooms, toilets, urinals, wash bowls, and other plumbing fixtures will not be used for any purposes other than those for which they are constructed, and no sweepings, rubbish, rags, or other foreign substances will be thrown in such plumbing fixtures. All damages resulting from any misuse of the fixtures caused by Tenant, and its employees, invitees and agents, will be borne by the tenant who, or whose servants, employees, agents, visitors, or licensees, caused the same. 10. No tenant will in any way deface any part of the premises or the Building of which they form a part. Without the prior written consent of Landlord, no tenant will lay J.jnoleum, or other similar floor covering, so that the same will come in direct contact with the floor of the premises, and, if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt will be first affixed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited. II. No tenant will alter, change, replace, or rekey any lock or install a new lock or a knocker on any door of the premises. Landlord, its agents, or employees will retain a pass (master) key to all door locks on the premises. Any new door locks required by Tenant or any >" :I """;~''''''~'''''''1;'~''.':' ,,':' "~""~~:';l j'::':'""'C""'":--""","--"~---'"""-~'~-'':--''''~~''' ) ) ) '" -" ,~->~~~'~~';':'" ....._,,'~. change in keying of existing locks will be installed or changed by Landlord following Tenant's written request to Landlord and will be at Tenant's expense. All new locks and rekeyed locks will remain operable by Landlord's pass (master) key, Landlord will furnish each tenant, free of charge, with two (2) keys to each door lock on the premises and two (2) Building/area access cards. Landlord will have the right to collect a reasonable charge for additional keys and cards requested by any tenant. Each tenant, upon termination of its tenancy, will deliver to Landlord all keys and access cards for the premises and Building that have been furnished to such tenant, 12. The elevator designated for freight by Landlord will be available for use by all tenants in the Building during the hours and pursuant to such procedures as Landlord may determine from time to time. The persons employed to move Tenant's equipment, material, furniture, or other property in or out of the Building must be reasonably acceptable to Landlord. The moving company must be a nationally or locally recognized professional mover, whose primary business is the performing of relocation services, and must be bonded and fully insured. A certificate or other verification of such insurance must be received and approved by Landlord prio," to the start of any moving operations. Insurance must be sufficient in Landlord's sole reasonable opinion to cover all personal liability, theft, or damage to the project, including, but not limited to, floor coverings, doors, walls, elevators, stairs, foliage, and landscaping. Special care must be taken to prevent damage to foliage and landscaping during adverse weather. All moving operations will be conducted at such times and in such a manner as Landlord will direct, and all moving will take place during non business hours unless Landlord agrees in writing otherwise. Tenant will be responsible for the provision of Building security during all moving operations, and will be liable for all losses and damages sustained by any party as a result of the failure to supply adequate security. Landlord will have the right to prescribe the weight, size, and position of all equipment, materials, furniture, or other property brought into the Builping insofar as such equipment, materials, furniture or other property may adversely affect the Building including its structure, Landlord will not be responsible for loss of or damage to any such premises from any cause, and all damage done to the Building by moving or maintaining such premises will be repaired at the expense of Tenant. Landlord reserves the rightto inspect all such property to be brought into the Building and to exclude from the Building all such property that violates any of these rules and regulations or the lease of which these rules and regulations are a part. Heavy objects will, if considered reasonably necessary by Landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight. Supplies, goods, materials, packages, furniture, and all other items of every kind delivered to or taken from the premises will be delivered or removed through the entrance and route designated by Landlord, and Landlord will not be responsible for the loss or damage of any such property unless such loss or damage results from the negligence of Landlord, its agents, or employees. 13. No tenant will use or keep in the premises or the Building any kerosene, gasoline, or inflammable or combustible or explosive fluid or material or chemical substance other than limited quantities of such materials or substances reasonably necessary for the operation or maintenance of office equipment or limited quantities of cleaning fluids and solvents required in Tenant's normal operations in the premises. 'Without Landlord's prior written approval, no tenant will use any method of heating or air conditioning other than that supplied by Landlord. No tenant will use or keep or permit to be used or kept any foul or noxious gas or substance in the premises, or permit or suffer the premises to be occupied or used in a manner offensive or m , :; .'-''"'_~'''''''''_'''_"''"'':'''''~~"7'7:........,..,....,..".~..,.,..."""""....,.,...,..,....,...__. . -~ .. ~.,...-~..-- -'-'~' .....'.-~-_.. :"'-~"",:-:-:-:,.,.,:,"",,,,-,,,:;,.,..----~_.-.---- -. - ) .) ~,; , " ~~,~j"~~!lr_;.' ..,~,7; -I' objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations, or interfere in any way with other tenants or those having business in the Building. 14. Subject to Section 28 of the Lease, Landlord will have the right, exercisable upon notice and without liability to any tenant, to change the name and street address of the Building; however, Landlord will reimburse Tenant for the reasonable costs to replace any stationary that has the previous Building address or name. 15.' Landlord will have the right to prohibit any advertising by Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to impair the reputation of the Building or its desirability as a Building for offices, and upon written notice from Landlord, Tenant will refrain from or discontinue such advertising. 16. Tenant,will not bring any animals (except "seeing eye" dogs) or birds into the Building, and will not permit bicycles or other vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes, 17. All persons entering or leaving the Building between the hours of 6 p,m. and 7 a,m. Monday through Friday, and at all hours on Saturdays, Sundays and holidays, will comply with such off-hour regulations as Landlord may reasonably establish and modify from time to time, 18. Each tenant will store all its trash and garbage within its premises. No material will be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal will be made only through entryways and elevators provided for such purposes and at such times as Landlord designates. Removal of any furniture or furnishings, large equipment, packing crates, packing materials, and boxes will be the responsibility of each tenant and such items may not be disposed of in the Building's trash receptacles, nor will they be removed by the Building's janitorial service, except at Landlord's sole option and at the Tenant's expense. No furniture, appliances, equipment, or flammable products of any type may be disposed of in the Building trash receptacles. 19. Canvassing, peddling, soliciting, and distribution of handbills or any other written materials in the Building are prohibited, and each tenant will cooperate to prevent the same, 20. ,The requirements of the tenants will be attended to only upon application by written, personal, or telephone notice at the office of the Building, Employees of Landlord will not perform any work or do anything outside of their regular duties unless under special instructions from Landlord. 21. A directory of the Building will be provided for the display of the name and location of tenants only and such reasonable number of the principal officers and employees of tenants as Landlord in its sole discretion approves, but Landlord will not in any event be obligated to furnish more than one (1) directory strip for each 2,500 square feet of rentable area in the premises. Any additional name(s) Tenant desires to place in such directory must first be approved by Landlord, and if so approved, Tenant will pay to Landlord a charge, set by Landlord, for each such additional name. All entries on the Building directory display will ~ 4 . ,......,':"":~'~~:...""":'~~~........,,..'..,..._~....~"'~,.,..,..,~'<'VV"~."""~;-~~:~-:~;..~...7'..~..~-:-:--::,:,.,:~~,.,_.~.~.....~."._._.__._.- ",. ~ . - ~ . """""/ " " ./ ) )' " "" ,,~, '/J, ... "~W:IIIII,_ , conform to standards and style set by Landlord in its sole discretion, Space on any exterior signage will be provided in Landlord's sole discretion, No tenant will have any right to the use of any exterior sign, 22. Tenant will see that the doors of the premises are closed and locked and that all water faucets, water apparatus, and utilities are shut off before Tenant or Tenant's employees leave the premises, so as to prevent waste or damage, and for any default or carelessness in this regard Tenant will make good all injuries sustained by other tenants or occupants of the Building or Landlord. On multiple-tenancy floors, all Tenants will keep the doors to the Building conidors closed at all times except for ingress and egress, 23. Tenant will not conduct itself in any manner which is inconsistent with the character of the Building as a first quality Building, or which will impair the ability of other tenants in the Building to the use and enjoyment of their leasehold interests. 24. Neither Landlord nor any operator of the parking areas within the project, as the same are designated and modified by Landlord, in its sole blit reaSonable discretion, from time to time (the "parking areas") will be liable for loss of or damage to any vehicle or any contents of such vehicle or accessories to any such vehicle, or any property left in any of the parking areas, resulting from fire, theft, vandalism, accident, conduct of other users of the parking areas and other persons, or any other casualty or cause. Further, Tenant understands and agrees that: (a) Landlord will not be obligated to provide any traffic control, security protection, or operator for the parking areas; (b) Tenant uses the parking areas at its own risk; and ( c) Landlord will not be liable for personal injury or death, or theft, loss of, or damage to property. Tenant indemnifies and agrees to hold Landlord, any operator of the parking areas, and their respective employees and agents harmless from and against any and all claims, demands, and actions arising out of the use of the parking areas by Tenant, its employees, agents, invitees, and visitors, whether brought by any of such persons or any other person. 25. Tenant (including Tenant's employees, agents, invitees, and visitors) will use the parking spaces solely for the purpose of parking passenger model cars, small vans, and small trucks and will comply in all respects with any rules and regulations that may be promulgated by Landlord from time to time with respect to the parking areas. The parking areas may be used by Tenant, its agents, or employees for occasional overnight parking of vehicles. If any of the parking spaces are at any time used for any purpose other than parking as provided above, Landlord, in addition to any other rights otherwise available to Landlord, may consider such violation an event of default under the lease. 26. Except with respect to the reserved parking spaces if any as provided in the Lease, Tenant's right to use the parking areas will be in common with other tenants of the project and with other parties permitted by Landlord to use the parking areas. Landlord reserves the right to assign and reassign, from time to time, particular parking spaces for use by persons selected by Landlord provided that Tenant's rights under the lease are preserved. Landlord will not be liable to Tenant for any unavailability of Tenant's designated spaces, if any, nor will any unavailability entitle Tenant to any refund, deduction, or allowance. Tenant will not park in any numbered space or any space designated as: RESERVED, HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKlNG (or similar designation). I 3 -,..-,.....-.~...._,..,.......--.,...-'~"'..,~~,.",..,....,."..,....~,........-..~.".~. -----.-.,.-- -." .'~'~"" ~~",,~,,'~'-~-'."- -:-----;:------- - . "" /.>;..; :~. ) ) J 27. If the parking areas are damaged or destroyed, or if the use of the parking areas is limited or prohibited by any governmental authority, or the use or operation of the parking areas is limited or prevented by strikes or other labor difficulties or other causes beyond Landlord's control, Tenant's inability to use the parking spaces will not subject Landlord or any operator of the parking areas to any liability to Tenant andwill'not relieve Tenant of any of its obligations under the lease and the lease will remain in full force and effect. Tenant will pay to Landlord upon demand, and Tenant indemnifies Landlord against, any and all loss or damage to the parking areas or any equipment, fIXtUres, or signs used in connection with the parking areas and any adjoining Buildings or structures caused by Tenant or any of its employees, agents, invitees, or visitors. 28. Tenant has no right to assign or sublease any of its rights in the parking spaces, except as part of a permitted assignment or sublease of the lease; however, Tenant may allocate the parking spaces among its employees, 29. No act or thing done or omitted to be done~by Landlord or Landlord's agent during the term of the lease in connection with the enforcement of these rules and regulations will constitute an eviction by Landlord of any tenant, nor will it be deemed an acceptance of surrender of the premises by any tenant, and no agreement to accept such termination or surrender will be valid unless in a writing signed by Landlord. The delivery of keys to any employee or agent of Landlord will not operate as a termination of the lease or a surrender of the premises unless such delivery of keys is done in connection with a written instrument executed by Landlord approving the termination or surrender. 30. In these rules and regulations, "Tenant" includes the employees, agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the premises. 31. Landlord may waive anyone or more of these rules and regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord will be construed as a waiver of such rules and regulations in favor of any other tenant or tenants, nor prevent Landlord from enforcing any such rules and regulations against any or all of the tenants of the Building after such waiver. 32. These rules and regulations are in addition to, and will not be construed to modify or amend, in whole or in part, the terms, covenants, agreements, and conditions of the lease. I 6 ~~~r,~~~~~~~~~~~~~~~~~~- I ,..,,"",.,.........._,.. ",,,,,",...,,~",,",,,..-..~~,,...,,..... ..-----.---..------.....- ~-,.,.. ~ .... ,. ,.... ,. .._-,..~. ,. -- -- --- . ~, " '-s-___ ' \ .I ) .) EXHmIT C WORKLETIER This Workletter is dated March 20, 1995, between Landlord and Tenant. RECITALS A. This W orkletter is attached to and forms a part of the certain office lease dated [date], 19[00] ("the Lease"), pursuant to which Landlord had leased to Tenant the Premises in the . Building. B. Landlord desires to make improvements to the Premises, and Tenant desires to have Landlord make them, prior to occupancy, upon the terms and conditions contained in this Workletter. 1. Defmitions. In this Workletter, some defined terms are used. They are: (a) TenllDt's representative: Tony Iacoboni (410) 578-7387. (b) Landlord's representative: Donald Carnell (215) 209-1319 . (c) All terms set forth in this letter shall have the same meaning as is set forth in the Lease, unless, provided otherwise herein. (d) Change order: any change, modification, or addition to Tenants' Plans, identified in the schedule attached hereto as Addendum I. 2. Representatives. Landlord appoints Landlord's representative to act for Landlord in all matters associated with this Workletter. Tenant appoint Tenant's representative to act for Tenant in all matters associated with this Workletter. All inquiries, requests, instructions, authorizations, and other communications with respect to the matters covered by this Workletter will be made to Landlord's representative or Tenant's representative, as the case may be. Tenant will not make any inquiI:ies of or requests to, and will not give any instructions or authorizations to, any employee or agent of Landlord, including without limitation Landlord's architect, engineers, and contractors, or any of their agents or employees, with regard to matters associated with this Worldetter, Either party may change its representative under this Workletter at any time by providing three (3) days' prior written notice to the other party in accordance, with Section 24 of the Lease. 3. Project Construction. All work will be performed by designers and contractors selected and engaged by Landlord,' 4, Cost Responsibilities, (a) Landlord: Landlord will pay for the Initial Tenant Improvements and Building Modifications set forth in Exhibit F of the Lease. (b) Tenant: Tenant will pay for: (I) Tenant-initiated changes modifications, or additions to Tenant's Plans, plus Landlord's overhead for coordination and administration at a rate of 15% of the total additional cost to the Landlord. "1~~~';~~~~~~""''''''''''''':'''''"''';~7"''''"'':~'''''-~'"'''''''"''''~'''~-.-''':------:--:--:--+:-''':'--...,~~---~_.,.,.-~~--.,..,...-.,..._----.- 0'" . { _~~ ) .' ) ) .~~, 5. Landlord's Approval. Landlord, in its sole discretion, may withhold its approval of any Change Orders that: (a) Exceeds, or adversely affects, or require modification to, the structural integrity of the Building, or any part of the heating, ventilating, air conditioning, plumbing, . mechanical, electrical, communication, or other systems of the Building; (b) Landlord reasonably believes will increase the cost of operation or maintenance of any of the systems of the Building, or would increase the providing of services that Landlord is obligated to provide pursuant to Section 7 of the Lease; (c) Landlord reasonably believes will reduce the market value of the Premises or the Building at the end of the Lease Term, or Renewal Term; (d) 'Does not conform to applicable Building code or is not approved by any . gove=ental, quasi-gove=ental, or utility authority with jurisdiction over the Premises; or (e) Does not conform to the Building standard; (f) Would require the approval of any gove=ental agency having jurisdiction thereover. 6. Change Orders, Tenant may authorize changes to the Tenant's Plans ("Change Orders") during construction only by written instructions to Landlord's representative on a form approved by Landlord. All such changes will be subject to Landlord's prior written approval in accordance with Section S. Prior to commencing any change, Landlord will prepare and deliver to Tenant, for Tenant's approval, a change order setting forth the total cost of such change, which will include associated architectural, engineering, construction contractor's costs and fees, completion schedule changes, and the cost of Landlord's overhead. If Tenant fails to approve such change order within five (5) business days after delivery by Landlord, Tenant will be deemed to have withdrawn the proposed change and Landlord will not proceed to perform the'change, Upon Landlord's receipt of Tenant's approval, Landlord will proceed with the change. ~ 2 . ,~"''''''''''':'''':~~'':"'~~--'''''--''':'''''''''''''''''''~:~ry>'''''''''";~''";,....,-:--:-r;:'''''''''''--:-~...r--''''''''''''-'''''''::''''-..-':'"-..."~-.--- ",' ) ADDENDUM I to EXHmIT C INITIAL TENANT IMPROVEMENTS Landlord sball be responsible for the constrUction ofInitial Tenant Improvements set forth in USF&G Insurance plans prepared by Griswold, Heckel & Kelly Associates, Inc. (GHK) as modified by the Amendment to Tenant Plans dated March 30, 1995 (attached hereto) and identified below: Sheet Revision Number Date . Title L-1 2/14/95 L("gend and Notes L-2 3/10/95 Specifications L-3 3/10/95 Specifications A-I 2/14/95 Demolition Plan A-2 3/10/95 Construction Plan A-3 3/10/95 Reflected Ceiling Plan A-4 3/10/95 Power/Communications Plan ) A-5 3/10/95 Finish Plan D-1 2/15/95 Partition Types D-2 2/10/95 Door Schedules & Details - D-3 3/10/95 Elevations & Details 3/20/95 Amendments to Tenant Plans ) Page 1 of 1 I " :,! 0,1"""':':"': "':'0':' "' "'" . ~'~~""~'"''''~~><''''[~~'''~_'''''''~~'''''''''''''''''''''''''''''''''''"':_'~'_~'__~-~--~-~-'~'~'_,_, ",",~'.'~<~W"""~'. , . " J Sheet Number A-2 A-4 ) Amendments to Tenant Plans March 30, 1995 Amendment Door #36 to Lunchroom is shown as existing. This door is actually located approximately 20' to the north and intersects with the proposed Decollator Room 230. The existing door #36 shall be relocated to the location indicated on Sheet A-2, and the cooridor wall shall be repaired and patched to match existing finishes. Hardware as per Sheet D-2, Door Schedules & Details. .. Notes 1.5. Equipment List and other notations within clouded area at the bottom of the sheet are for Tenant Telecommunications use only. Add one additional wall mounted data/communications outlet. Note 9 is void and the following note shall be inserted: "The work stations to be installed by the tenant contains a 4-circuit, 20 Amp electrical harness. Each power feed location shall have a maximum of 4 circuits availabe. Each workstation shall have access to two (2) circuits, one for PC and one general use. A maximum of 3 workstations may share each dedicated PC circuit. A maximum of 8 workstations may share each 4 circuit group. Modular workstation circuitry shall be in accordance with Table ofUSF&G Modular Furniture Electrical Circuits dated 3/20/95 attached hereto. ~ Delete three (3) Wall Mounted Data/Communications and Power Feeds to Panel located at workstations # C18, C19, and P7. D-1 At detail of Partition Type 1, delete note "Provide (1) layer 5/8" gypsum board each side to 6" above finished ceiling bead. Tape and spackle as required." Type 1 partitions shall be constructed to the existing ceiling, but shall not penetrate above. J ~-Rr'Jl ::!~rT:ilT'~~~~::("~t~~:: .'( :':,-;:-"~' . ~ Change "2 1/2" metal studs" on all partition types to "3 5/8" metal studs". Page 1 of2 .:.~.... .....~............_....."':"':....-...'. "''''~....,. ---. _ "'>i ':"""','"",'?"C-- ---'. .,- ) TABLE of USF&G MODULAR FURNITURE ELECTRICAL CIRCUITS March 30,1995 Circuit Base Feed Total # of Total ~ T ..ocations W orkstations Workstations Circuits A M2, ASI, AS2, AS6 M2/ASI-AS7 8 5 B FS2, FS7 FS2-FS9 8 4 C FSI, CI, 0, C7 FSI/CI-C7 8 4 D C8 C8-CIO/AS9/ASI9 4 + Copier 4 E CI2 Cll-CI8 8 4 F C13, C21 C19-C23 5 · 3 G C30 C24-C31 8 4 H C32 C32-C35 4 . 4 ;) I CL7 CL7-CLIO/CL13-CL16 8 4 , J CL12,CL45 CLlllCLI2ICLI7/CLI8 8 4 CL23/CL24/CL29/CL30 K CL20 CLI9-CL22/CL25-CL28 8 4 L CL32 CL3I-CL34/CL36-CL39 8 4 M CLI, CL45 CLI.CL56.CL42-CL45 6 4 N HRI, PI, P2 HRIIPI-P6 7 4 0 Pll P7-PI4 8 4 P ASI4, CL48 ASI4/CL35/CL40/CL41 6 + Copier 4 CL47-CL49 Q CL52 CL50-CL55 6 3 R CL6, AS8 CL2-CL6/AS8 6 3 }: , Page 2 of2 -....--..... -,.-........ . _"''''''''~''''_?'_'''___''''''___' _._w.. _".~._. _ .:~'!'\:_l.-~t~')~:'.:'\,:.':.:~~~~ :~~. .~.~. ..-.. -. '.-.' .7;"""'>;~."'._' "".,..,.,..., "" , - . - ~ ~ -" J II ! I f I II I I II !. II i! !I ),[ Ii , II I :_~ i' III [I: III f: I: I, I 11 Ii II ii, i; ~ !; !i Ii , ii I i' II I', I, I' :' f:' 1: } I' " EXHmIT D CLEANING SPECrFICA TIONS Daily Nightly after each workday, Monday through Friday in areas occupied during only one shift; Dust all shelves, bookcases, lbw ledges and all decks, file cabinets and other furniture items with chemically treated cloths. Said tops to be washed when necessary. Dust all telephones. Dust and wipe clean all fIxtures, window sills, chair rails, baseboards, moldings, partitions and picture frames up to six feet in height. Said sills to be washed as necessary. Vacuum clean all carp:ted areas, including stairways. Sweep all vinyl composition tile (VCT), asphalt, rubber and similar types of flooring, using an approved, chemically treated cloth or dust mop. Damp mop all stone, ceramic tile, torazzo and other types of unwaxed flooring. Dry mop tracked in water at entrance lobbies as frequently as required. Runners shall be removed as soon as conditions permit. Wipe wood, metal, glass and plastic laminated surfaces, including counters and railings, clear of dust, dirt and smudges. Polish as needed. Clean laminated surface and base cabinets at each coffee station. Replenish supply of c-fold tiles. Remove all gum and foreign matter on sight. Empty and clean all waste receptacles and remove waste paper and waste materials to a designated area, Damp dust interiors of all waste disposal receptacles, wash as necessary. Empty and wipe clean all ash trays and screen all sand urns. Wash clean all water fountains and water coolers. Clean all glass furniture tops. Clean fmger marks and dust door and frame of elevator hatchways, Spot clean all resilient flooring, carpeting and rugs, I , Weekly Hand dust at door louvers and other ventilating louvers within reach. Dust wood baseboards, wainscoting and window blinds. -;~h:;~: .~ ,', ~.f~~~~::~~~~~;'T"~"""~~,...~".,;"",,,,,,,,,,,,>,,~,,,,,::,,~....:,-:,-"'""'''''',-~-~.-'~~.,~-.._-' ,...,.. """''''~'':",'''~--'''~'~'~-:'.~-.-':--:_ \;"" -I" ~ ."." ) ) ) t,. ."':1'~,-r:Y;".~" '-I Clean finger marks from all painted surfaces, particularly near light switches, entrance doors, etc, Wash all walls in public corridors, etc. as needed. Maintain same in neat and clean condition at all times. Monthly Clean, strip, wax and buff all vinyl compositions tile (VCT) floors. Dust all picture frames, charts and similar hangings and clean glass surfaces. Quarterly Wash all windows, inside and out. Dust all vertical surfaces each as walls, partitions, doors and other surfaces and air conditioning louvers, grills, etc., not reached in daily or weekly cleaning. Annually Clean all interior window, metal and unpainted interior metal surfaces or perimeter walls, using an approved metal product. 2. Restrooms I " Daily Nightly after each workday, Monday through Friday. Clean and sanitize bowls and urinals, Clean and polish sinks, countertops and fixtures. Clean mirrors. Refill supplies (i.e., soap, towels, tissue and bowl deodorizers) daily or more frequently as needed. Empty and wipe dean waste containers and remove waste paper and waster materials to a designated area. DaIllp mop floor. Clean off spots from partitions and walls. Keep the office smelling fresh. Weekly 2 Ir .... , ,.......~~..--,.~_..-.....<<T'....."....~,..__~_~:..~_'~.~._.,~'.,~..,.______,...,..____,,__ p.,...-----.-. - .' ~ " ~~ ,_H~' ) ) .) -~"",'~."'~- I'. . , , 3. Deep clean and sanitize. Elevators Daily Vacuum and dust Weekly Clean and polish doors, walls and ceiling. I 3 ,...,....-..,...-...""::-~,..."''''-''' - :~"-r'--"""""'''':''''--;;''''_.~~\P'''''''''''''~.::~':''''''~''''''.-~''~.~'-~.'~:.';''-"~~~-:---- - .~-, '" - ') ) ) <, "."" _,'oy...,'"c . l I .. 3117/95 USF+G TERMINATION OPTION AMORTIZATION EXAMPLE EXHtBIT E Unamortized Unamorllzed Total Total Due Termln. Month T.L AlloWance Interest Leasing Interest Due Per Sq.FL Date No. Due onT.I. Commission Due on Comm. Conrail Terminated 7/1198 37 $82,857.14 $18.013.47 $42,510,00 $9.241,84 $152.622.46 $15.26 8/1198 38 $61.130.95 $17.255.96 $41,624.38 $8.853.20 $148,864.49 $14.89 911198 39 $79,404.76 $16.515.61 $40,738.75 $6.473.36 $145.132.48 $14,51 1011198 40 $77.fil8.fil $15,792.37 $39.853.13 $8.102.30 $141.426.37 $14.14 11/1198 41 $75.952.38 $15.086.18 , $38.967.50 $7,739.99 $137,746.05 $13.77 1211198 42 $74.226.19 $14.396.98 $38.081.98 $7.386.40 $134.091.44 $13.41 1/1/99 ,43 $72,500.00 $13,724.71 $37.196.25 $7,041.49 $130.46245 $13.05 2/1/99 44 $70,773.81 $13.069.32 $36.310.63 $6,705.24 $126.859,00 $12.69 3/1/99 46 $69,047.62 $12,430.75 $35,426.00 $6,377.62 $123,260.99 $12.33 '111/99 48 $67.321.43 $11,808.94 $34.539.38 $6,058.59 $119.726.33 $11.97 5/1/99 47 $65,595.24 $11,203.82 $33,653.75 $5,748.14 $116,200.95 $11.82 6/1/99 48 $63,869.05 $10,615.34 $32.768.13 $5.446.22 $112,698.74 $11.27 7/1/99 49 $62.142.66 $10,043.46 $31,882.50 $5,152.81 $109,221.62 $10.92 8/1/99 50 $6O,416.fil $9,488.08 $30,996.88 $4,867.88 $105,769.50 $10.58 9/1/99 51 $58,690.49 $8,949.17 $30,111.25 $4,591.39 $102,342.29 $10.23 1011/99 52 $58,964.29 $8,426.fil $29.225.63 $4,323.32 $98,939.90 $9.89 11/1/99 53 $55,238.10 $7,920.52 $28,340.00 $4,063.64 $95,562.25 $9.58 12/1/99 54 $53,511.90 $7,430.65 $27,454.36 $3,812.31 $92,209.24 $9.22 1/1100 55 $51,785.71 $6,957.01 $26,568.75 $3,569.31 $88,880.78 $6.89 2/1100 56 $50,059.52 $6,499.54 $25,693.13 $3,334.60 $85,576.79 $8.56 3/1/00 fil $48,333.33 $6,058.18 $24,797.50 $3,108.16 $82,297.18 $8.23 '111100 58 $46,607.14 $5,632;88 $23.911.88 $2,889.96 $79,041.85 $7.90 5/1/00 59 $44,880.95 $5,223.56 $23,026.25 $2,679.96 $75,810.72 $7.58 6/1/00 60 $43,154.76 $4,830.18 $22,140.63 $2,478.13 $72.603.70 $7.26 7/1/00 61 $41,428.fil $4,452.fil $21,255.00 $2,284.46 $69,420.69 $6,94 8/1100 82 $39,702.36 , $4.090.97 $20,369.36 $2,098.88 $66,261.61 $6.63 911/00 63 $37,976.19 $3,746.04 $19,493.75 $1.821.40 $63,126,37 $6.31 1011100 64 $36,250.00 $3,414.79 $18,598.13 $1,751.96 $60,014.88 $6.00 1111/00 65 $34,523.81 $3,100.18 $17,712.50 $1,590.55 $56,927.05 $5.69 12/1100 66 $32,797.62 $2,801.15 $16,826.88 $1.437.14 $53,662.78 $5.39 111101 fil $31,071.43 $2,517.64 ' $15,941.25 $1.291.68 $50,622.00 $5,08 2/1101 68 $29,345.24 ' $2.249.58 $15,055.63 $1,154.15 $47,804.60 , $4.78 3/1101 69 $27,619.05 $1,996.93 $14,170.00 $1,024.53 $44,810.50 $4.48 'IIllOt 70 $25,892.88 $1,759,61 $13,284.36 $902.77 $41,839.61 $4.18 5/1101 71 $24,166.fil $I,537.fil $12,398.75 $788.65 . $38,891.84 $3.89 6/1101 72 $22,440,48 $1,330.75 $11,513.13 $682.74 $35,967.10 $3.60 7/1101 73 $20,714.29 $1,139.09 $10,627.50 $584.41 $33,065.29 $3.31 8/1101 74 $18,988.10 $982.53 ' $9,741.88 $493.83 $30,166.33 $3.02 9/11Ot 75 $17,261.90 $801.02 $8,856.25 $410.96 $27,330.14 $2.73 1011101 76 $15,535.71 $654,48 $7,970.63 $335.78 $24.496.61 $2.46 1111101 77 $13,609.52 $522.87 $7,065.00 $268.26 $21,665.66 $2.17 12/1101 78 $12,083.33 $406.12 $6,199.36 $208.36 $18.897.19 $1.89 111102 79 . $10,357.14 $304.17 $5,313.75 $156.06 $16.131.12 $t.61 2/1102 80 $8,630.95 $216.97 $4,428.13 $111.32 $13,387;36 $1.34 3/1102 81 $6,904.76 $144.46 $3,542.50 $74.11 $10,665.82 $1.07 '111102 '62 $5,178.fil $86.55 $2,656.66 , $44.40 , $7.966.40 $0.80 5/1102 83 $3,452.36 $43.21 $1,771.25 $22.17 $5.289.02 , SO.53 I 1~~':. 84 $1.726.19 $14.38 $885.63 $7.38 $2,63:!.58 $0.26 85 SO.OO SO.OO SO.OO SO.OO SO.OO SO.OO 'NOTE: Schedule must be ccmputIod using lICtuaI rentable S.F. tBnninatad and number gf mcnth8 remaining. I Assumptions: RSFT........l8d 10,000 . Total RSF 19,259 CIR COf....'list ion $51,26264 CB Commisian $92,009.87 iotal Commisian for RSF" $74,392.50 Tenant ImpvmtAlfawance Per RSF- $12.50 + $1.00 design + $1.00 MoYe-in = $14.50 Total T.I AIfawance: I $279,256 , TIllaI T.I For RSF T..........1bd $145,000 I_Rata: 10'l6 I I . USFGTHEMAMO -"'- ~,..,.....-~~-"....",:~~~~.~..-,.,...,.....~=-"...-\.......,",,,,,,,,,,,,,,,,,,,,,,,,-,~-~,-~,~ -'-~'~'-'-'--~-""---""~,,-~.<~-~:,,,,,~,-~,_...~._-----_.- "'~, ~". 1Iilt\~~l'l~ft':";';'.....,..,_~j~, ~--:~:':_ , yo' . I ( ) I ,\ ' ,! t ) : : I , " f . ~~ ~a EXlllBIT F ~ , . {. - ~?t'_~~'-;7;~r.:T<~:~:,~"~~~"~r-r.~~....--~-_~".,.~...."..,~..~,-..,-....----~::'-'-':'G"~~':"":"'"~''r....',?,,'~:-':':-''''''_''-_'''~'''':"_-"'-- . .. f . . : @ooo . . . , J @)OO I I ~ Ii j I I . . I I I I I I I I "~-I[ I George B. Faller, Jr. (No, 49813) 1 MAR'I'SON DEARDORFF WILLIAMS & 01' ? Ten East High Street ! i, Carlisle,PA 17013-3015 ,I !' i (717) 243-3341 ,I DEC. 18.?000 4:15PM ,. . John A. Guernsey (No. 25730) Howard M. l<1ein (No. 33632) , Jacquelyn J. Ager (No. 76830) I CONRAD OBRIEN GELLMAN & ROlIN, p, i 1515 Marlret Street, 16th Floor 1 Philadelphia. PA 19102 (215) 864-96001 I i 'I , Ii , i , , I Attorneys for Corporate Office Properties Tn! Corporate Realty Management, and Corporate Office Properties Holdings, Inc. Richard Nicholls, Plaintiff, v. Cotporate Office Properties Trust and Corporate Realty Management and Cotporate Office Properties Holdings, Inc. and First Industrial Realty Tru$t, Inc., Defendants, v. eRC Properties, Inc. 150 Allandale Road Building #2 lGng of Prussia, P A 19046 and Consolidated Rail Corporation Two Commerce Square 2001 Market Street Philadelphia, PA 19101 -=. NO. 369 P.2/5 , , , , ,: I "1 I i o. 00-5355 I I , I' i ,':' " "I " I ,I ' ~ .: : I , " " ! : I " I 'i I I ; I I , : ,. " :' ! I , I I .' : i 'i i; i :1 I :! ;: I :1: "I I' i';! ii" i , ,I " , " I ,', i :: I I - -' DEe. 18..,201210 4: 15PM 1 NO.369 P.3/5 . , i ',' i I " and Norfolk Soutb.em Railway COJPoration , . , . ' , c/o CT Colporation System ;, 1515 Market Street, Suite 1210 l: " Philadelphia, PA 19102 ' , and . ' . , , I CSXRailway Corporation . i , , " c/o Jobn J. Barrett, Jr., Esquire , , 3800 Centre Square West I: i philadelphia. PA 19102 ;, II , I and (, , ' ,I The And~n Group 1'1 1 Computer Drive South I i Albany, NY 12205 . j: and ! G.R. Sponaugle & Sons, Inc. P.O. Bex 4456 4391 Chambers:Hill Road Hamsburg, P A 17111 , and I' I Gregory J. Seleman 14 Corporate Woods Boulevard i Albany, NY 12211, ' , I' " Ii! Additional Defendants. ' ' I i " I I I I I I I I ! I I I I I I N TO THE PROTHONOTARY: Kindly issue a Writ to join CRC Pr , ej !, : c., Consolidated Rail Corporation, Norfolk Ie ~~, aden, The Anderson Group, G.R. I: i Southern Railway Corporation, CSX Railw I' C" "-P !"~"""'II"''''''''''~~~ <,'_'0_= . . ',I' I I ,I 'I , , , ' , , Sponaugle & SOIlS, Inc and Gregory J. Selem I~t, . ~ ove listed addresses as additional III I defendants in the above-captioned matter. ~i ~ I: Respectfi Iy 'tted. " I: i ,I, I, i\ I !, I ,I ' NO. 369 P.4/5 DEC.1B,,~000 4: 15PM Dated: December 18, 2000 3 2) (No. 76830) GELLMAN &ROIm,l',C. tt et, 16th Floor 19102 ~ I , I tPorate Office Properties Trust, I Management, and "c Properties Holdings, Inc. I I , I i : ! . I i i ! I i I :, I I I 1'1 i I ,: I . I : I I I I ! i 1 I I: .""",~, ,,',' , , ' DEC. 18:2000 3:49PM George B. Faller, Jr. (No. 49813) MARTSON DEARDORFF WJLLIAMS & Ten East ffigh Street Carlia1e, P A 17013.3015 (717) 243-3341 John A. Guernsey (No. 25730) Howard M. Klein (No. 33632) Jacquelyn J. Ager (No. 76830) CONRAD OBRIBN GELLMAN & ROHN, 1515 Market Street, 16th Floor Philadelphia, P A 19102 (215) 864-9600 Attorneys for Corporate Office Propertiea T Corporate Realty Management, and Corporate Office Properties Holdings, Inc. Richard Nicholls, Plaintiff, v. Corporate Office Properties Tl'\l.st and Corporate Realty Management and Corporate Office Properties Holdings, Inc. and First Industrial Realty Trust, Inc., Defendants, v, CRC Properties, Inc. 150 Allandale Road Building #2 King of Prussia, P A 19046 and Consolidated Rail Corporation Two Commerce Square 2001 Market Street Philadelphia, P A 19101 '~-'I NO. 353 P.2/5 ACTION - LAW I f 00-5355 I I I I I I I ! I F' ~ .- DEC. 18:2000 3:49PM and Norfolk Southern Railway Corporation c/o CT Corporation System 1515 Market S1re~t, Suite 1210 Philadelphia, PA 19102 and csx Railwa.y Corporation c/o Jolm J. Barrett, Jr.. Esquire 3800 Centre Square West Philadelphia, P A 19102 suo. The Anderson Group 1 Computer Drive South Albany, NY 12205 and G.R. Sponaugle & Sons, Inc. P.O. Box 4456 4391 Chambers Hill Road Harrisburg, P A 17111 and Gregory J. Seleman 14 Corporate Woods Boulevard Albany, NY 12211, Additional Defendants. FOR TO THE PROTHONOTARY: Kindly issue II Writ to join CRC Pro Southern Railway Corporation, CSX Railw NO. 353 P.3/5 I I I I I ., CODBolidated Rail Corporation, Norfolk . on, Tbe Anderson Group, G.R. ",I , .-r' Dated; December 18, 2000 NO.353 P.4/5 DEC. 18:2000 3'49PM Sponaugle & Sons, Ino and Gregory J. Sel I I ove listed addresses as additional defendants in the above-captioned matter. S & OTTO , orate Office Properties Trust, ~allagement, and J>roperties Holdings, Inc. ''''- ~ ~~_.~"' DEC. 18:2000 3:50PM I, I I . C 1, George B. Faller, Jr., Esquire cem prrciPe for Writ to J om Additional Defend fir,t class mail upon the following: I i I Gerald Williams, Bsq WILLIAMS & em 1617 IF.K. Boulevar , Philadelphia, PA 191 , :i 11 11 Ii ;1 :: ,I I, -~ ..- NO. 353 P.5/5 '. CE ell this 18th day of December, 2000 by " ~I 'M ~ ,., ".~ ~ r'~ ~'-'"' "'~ , ""~--~'-" ~, ~ .,,- ,-,", "~,,~ v' "'~"'-"""'.' .~~' .ftn';r"~'::" .' (} C) 0 C 0 "','j ~ CJ :'-:-:! " 0) ,-", c; -,-. fTln-; n ,...'0 7":::C '_H ;'1l '7 \"~t en -J.> CO ." J::. '~(Jj~ r::c) -CJ :> :],: ~~~ zG -..;_.(.,.1 r::- Pc~: ~. -; z 2Q -~ --<., (,J '-< " ~,~ ~ ,,' ~.<A1--"""...~.1\1: ,~,_~,,,,.~~~~eWiii'}'''1>:~~lt''1':W~.i'''IW~''ffi~~~.,,,,,,~,,,,._,,," '~""II!!,.,,_,..,.,. DEe .'~8. 2000 4' 15PM III; 11\' :. ,.1 I I' ' I, I H" , George:s. Faller, Jr. (No. 49813) 'I MARTSON DEARDORFF WILLIAMS & OT ? Ten East High Street ! i , Carlisle, PA 17013-3015 ,I !, r (711) 243-3341 ,I John A. Guernsey (No. 25730) Howard M. Klein (No. 33632): ' Jacquelyn J. Ager (No. 76830) I CONRAD OBRIEN GELLMAN & ROliN, p, i " 1515 Market Street, 16th Floor j 11 Philadelphia, PA 19102 ' i. (215) 864-9600 ,i i; I " I I: '! :' Ii i , , Attorneys for Corporate Office Properties TnI Cotporate Realty Management, and Corporate Office Properties Holdings, Inc. Richard Nicholls, Plaintiff, v. COJ1lorate Office properties Trust and Corporate Realty Management and Cotporate Office Properties Holdings, Inc, and First Industrial Realty Tru$t, Inc., Defendants, v. CRC Properties, Inc. ISO Allandale Road Building #2 King of Prussia, P A 19046 and Consolidated Rail COl'poration Two Commerce Square 2001 Market Street Philadelphia, PA 19101 .-.w_17"::1 NO. 359 :i i ;; I II :i I :;<ll URT OF COMMON PLEAS " ; i UMBBRLAND COuNTY ! I :; , ACTION - LAW " I I o. 00-5355 r I " ! ,i I,' I' I I: I :, I :' I , I, I " I,: I " 't ; I I; ! I' , '. i I: 1 , .,' P, " ,I i , .' Ii ;: :1 " I .! ,I :1: ',' I . i; I I ' , I' ,; i , t I "I i ;:! 1-.-., P.2/5 , i. , : I' Ii i , ' I i 'I i i : I I , , TOJdnltU! I , , I : ! , , Kindly issue a Writ to join CRC Pro i !,' j c., Consolidated Rail Corp01'l'lti.on, Norfolk Southern Railway Corporation, CSX RailWI ~ F : ~tation, The Anderson Group, G.R. I: I DEC:18.2000 4:15PM and Norfolk Southern Railway Corporation c/o CT Corporation system 1515 Market Street, Suite 1210 Philadelphia. PA 19102 and CSX Railway Corporation c/o J obn J. Bauett, Jr., Esquire 3800 Centre SqUll1'e West Philadelphia, PA 19102 and The And~n Group 1 Computer Drive Smlth Albany, NY 12205 and G.R. Sponaugle & Sons, Inc. P.O. Box 4456 4391 Chambers Hill Road Harrisburg, P A 17111 and Gregory J. Seleman 14 Corporate Woods Boulevard Albany, NY 12211, Additional Defendants. ''ll'OR TO THE PROTHONOTARY: -,?1""" , ! i , , 'I I " , , : i 'I I : : I i , : : : I " I , , , i I I . ' I . , , I. . , ! ' , : , I : I: , j :' I: I : I ! . I: ! : I : I' I I I : i i . ! . , . i : ! : ! . . , i , I' ! I i i , I , NO.359 P.3/5 I I I I I I I I I I I I I I I I I NU,D T~ " ;i I: : i I I : /, , :1 I "'~, -, DEC,~8.2000 4:15PM II I.: NO. 369 P.4/5 .. ., I" . I' 'I I, I. , , " , Dated: December 18, 2000 Resp I I I I I I ! I I I I I I I I I I ! Sponaugle & SoIlS, mc and Gregory J. Selem. defendants in the above-captioned matter. 3 2) (No. 76830) GELLMAN & ROlIN, f.C. tf et, 16th Floor 19102 ~ I . I . rporate Office Properties Trust, I Management, and , 1 ,'~ Properties Holdings, me. . I , I , I i :' i , i: ! I i I ,. I I, I : I I I I ! i 1 I: Ii"" " ., . Cumberland County, ss: The Commonwealth of Pennsylvania to CRC PrnWrl-if''', Tn,., , r.nn",-,lirl;.t-~ R"il Corporation, Norfolk South~rn Railway CorporationtName of AddiltionalDefendant) CSX Railway Cnrpr>rRt-inn, 'Ph" IInn"r",-,n r."'-"lP, r... SJ?Ol:lilngllj & ~OI'l.S, Tm ,,1"'1. Gr~go:ry J. S~l~n. You are notified that Corporate Office pro~rties Trust. am. Corporate Realty Manag~nt and Corporate Office Properties (Name (~), oInfiefertdant (s) ) Holdings, Inc. and First Industrial Realty Trust, Inc. has (have) joined you as art additional defendant in this aCtion, which you are re- quired to defend. Date Decemb~ 18. 2000 Curtis R. Lonq By (SEAL) CRC Propertie Inc. 150 Allandal~ Road Building #2 King'of Prussia, Pa 19046 Consolidates Rail Corporation Two Co~rce Square 2001 Market Str~et Philadelphia, PA 19101 Norfolk South~ Railway Corporation c/o CT Corporation System 1515 Market Street, Suit~ 1210 Philadelphia, PA 19102 CSX Railway Corporation c/o John J. Barr~tt, Jr., Esq. 3800 Centre Square West Philad~lphia, PA 19102 Th~ And~son Group 1 Computer Drive South Albany, NY 12205 G.R. Sponaugle & Sons, Inc. P.O. Box 4456 4391 Chambers Hill Road Harrisburg, PA 17111 Gregory J. Sel~n 14 Corporate Woods Boulevard Albany, NY 12211 .~ " . T "~, ~." ' . . -'1jf-'O"-l G) ~ "':TUlQO ~ ti P:::OO ::0 f-'I-"f-'~ g ,'11> 0'11> 0 1-" Ulf-'Ul lQ f-'Pl~ 0 -Pl ~ 00 o..f-' ~ 0 o..~ ~ O~ I-',rt' 0 00 I(D, .. . :=> '<: ti I "'f-' :::j!:; Pl 0.. Ul t'1:l:~& "-l "'wit w . Z Ul ",iIrt'IJj'l1> '""'~ :=> 1-" Ul "'Pl ::0 ti 0 .if HPlO 0 0" l'J) H::J ZCj :=>lQ H1 5 o rt'~'" o ~H1 ;g{;l. ~ ~ . 1-" f-' 0 0 f-' ~ '11> Pr:=>~ '" ~~ ~ c..., :=>rt' ~ 00 0.. Plti of-' ~~ '<l:=>0 I "'''' "!jZ ~-0..1il rt' :T ~~ ;: '" 0:+ ;;l rt'0 '<loo ;g 1-'- f-' I-' '11> ~ 8 ::0 !i?> , S,f1 m ? ti ~ ~Z t ~ ~~~ r if . 3 ~I t ti '" '1j 1-" I-'.ort' ~ . 0 PJ ;.co 0 :=> ... f-''''''~ . 1-'- ::000. '11>'11> Pl n f-''1jO rt'ti~ '<:0 ~1ilti :+~ 001-'-1(1) rt''I1> . '" H :=> 0 . ~"4 ~ '11II/ , "' "-~,~ ~_^' _~~~""''F~S''~~~~I!;\1'o.~~;!ffll'ffillHc~'l~~~~~_~." ~, - . - ~,~.- ' \ "- ".ll!!~l~_.~ ., . John C. Goodchild, III (No. 74856) Valerie N. Brand (No. 84555) MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, Pennsylvania 19103-2921 (215) 963-5423 Attorneys for Defendants Corporate Office Properties Trnst, Corporate Realty Management and Corporate Office Properties Holdings, Inc. Richard Nicholls, Plaintiff, COURT OF COMMON PLEAS CUMBERLAND COUNTY v. CIVIL ACTION -- LAW Corporate Office Properties Trust and Corporate Realty Management and Corporate Office Properties Holdings, Inc., and First Indnstrial Realty Trust, Inc., NO. 00-5355 Defendants. PRAECIPE TO ISSUE RULE TO FILE COMPLAINT TO THE PROTHONOTARY: Please enter a Rule upon Plaintiff to file a Complaint within 20 days hereof or suffer the entry of a Judgment of Non Pros, Respectfully submitted, MORGAN, LEWIS & BOCKIUS LLP Attorneys for Defendants Corporate Office Properties Trust, ~~-" - ~~ ~" .. .; .... 'l1''"'F''''''''''''''I' , - . Corporate Realty Management and Corporate Office Properties Holdings, Inc, By: ~~ ~c( John C, Goodchild, III Valerie N, Brand Dated: August 31, 2000 ,- , I '" ~ 1!!l1!lllJ".~"_="_,~,,~ Il".~'l!!t-_" _"'_'___IW~I\fi!I!L ~ -.' -<""1' ,"'- ^~ ._,~" ',;<.\:'"," -J ,'.' _"'~'_U' -.-~~-, ,." '".~- "'-""'~~,[lI"-i1!1'i.~' "'",,'-;';' ],"0':;:1("- '~_-,r -~-1>;r.\ CJ ~ -oc-';::J rnl'-'i z:-.r: ~;~-- ~:::::c:. ,::;::C. ::'.::-::( -: >~; ==\ -<. C~ c:; en rYl -'0 t C'- .' / - -,,1"\ , ".~.' w :.') r'0 -.t..J , ..j".; --; ~") ~\.I: ~ """""~l!"~_~'I""",,:'rrc_"~'",W0',,,v",~':''''':;,,,":''i'Y';'I''''''''''!_'i'~(if"'l'l.''Wi!i'i~-R!'!'_~,fB!l'!~'",. .. ,.". -- CERTIFICATE OF SERVICE I, Valerie N, Brand, hereby certify that a true and correct copy of the foregoing Praecipe to Issue Rule to File Complaint and proposed Rule to File Complaint was served this 31 day of August, 2000 by first class mail upon: Gerald Williams, Esq, WILLIAMS & CUKER 1617 IF ,K Boulevard, Suite 800 Philadelphia, PA 19103 O~~.A Valerie N, Brand MORGAN, LEWIS & BOCKIUS LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5423 -~1 > - .., !>1 ..,~!"l1~!l1llI' ~"'I ~ - ,-, ~'~".- ,'-". "/",';-'~ -~~'~~'1 [1 ='llirr"rj]<_'t~~~ln'~r'~N: '-"-", P1i:}-';"i:~t n c d:!l~r 2~-'! 2~. Cf] ~- ~~:: )>t: -7 :~ .< c..~ CJ V) ,"'1 '~U ~ .. ~ - ,. ,", ':--- I C/': .0,'1 ':.-<) , ~ ~ -< '-^' I".) "_,iI"_ ~'," JI'I~~~'ffl'!IIif___~~M!ffl!;;t!!lI!li'l'pl'j.'1rfll'!"'ii'!''''"",'''''''''~''''''''~''''c""""".,,,_,,,,,~~,-,,"WW\i"""'lC,;--"'",?",ffif7"'l~rn"'''''~'':;ll)l;;'~''lI~~'iIP'<:f'~_~''\l1>F!1l'J'.jj~:>1~"~~~;; WILLIAMS CUKER & BEREZOFSKY BY: Gerald J. Grant, Jr. , Esquire IDENTIFICATION NO.: 85337 One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103 (215) 557-0099 Attorney for Plaintiffs Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA RICHARD NICHOLLS v. CORPORATE OFFICE PROPERTIES TRUST and CORPORATE REALTY MANAGEMENT and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. and FIRST INDUSTRIAL REALTY TRUST, INC. JURY TRIAL DEMANDED Defendants. NO. 00-5355 Civil PLAINTIFF'S RESPONSE TO DEFENDANTS CORPORATE PROPERTIES TRUST, CORPORATE REALTY MANAGEMENT, LLC AND CORPORATE OFFICE PROPERTIES HOLDINGS, INC.'S PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT 1. Admitted as stated. 2. Admitted as stated. 3. Denied as a legal conclusion requiring no further answer. 4. Denied as a legal conclusion. Furthermore, it is specifically denied that plaintiff has failed adequately to allege defendant's duty and breach thereof. WHEREFORE, plaintiff requests the Court deny defendant's preliminary objections. "R':'I 1>...'"'''1"''' ~~ ~ I ~ WILLIAMS COKER & BEREZOFSKY BY: Gerald J. Grant, Jr., Esquire IDENTIFICATION NO.: 85337 One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103 (215) 557-0099 Attorney for Plaintiffs Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA RICHARD NICHOLLS v. CORPORATE OFFICE PROPERTIES TRUST and CORPORATE REALTY MANAGEMENT and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. and FIRST INDUSTRIAL REALTY TRUST, INC. JURY TRIAL DEMANDED Defendants. NO. 00-5355 Civil PLAINTIFF'S RESPONSE TO DEFENDANTS CORPORATE PROPERTIES TRUST, CORPORATE REALTY MANAGEMENT, LLC AND CORPORATE OFFICE PROPERTIES HOLDINGS, INC. ' S PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT 1. Admitted as stated. 2. Admitted as stated. 3. Denied as a legal conclusion requiring no further answer. 4. Denied as a legal conclusion. Furthermore, it is specifically denied that plaintiff has failed adequately to allege defendant's duty and breach thereof. WHEREFORE, plaintiff requests the Court deny defendant's preliminary objections. ~I 5. Admitted as stated. 6. Denied as a legal conclusion requiring no further answer. 7. Denied as a legal conclusion requiring no further answer. WHEREFORE, plaintiff requests the Court deny defendant's preliminary objections. 8. Admitted, as stated. 9. Denied as a legal conclusion requiring no further answer. WHEREFORE, plaintiff requests the Court deny defendant's preliminary objections. 10. Admitted, as stated. 11. Denied as a legal conclusion requiring no further answer. By way of further answer, it is denied that the facts alleged in Count I do not establish that the defendant engaged in conduct warranting the award of punitive damages. 12. Denied. Plaintiff's claim for punitive damages incorporates by reference his other claims, and is not pleaded as a separate cause of action from Counts I, II and III of his complaint. 2 5~ , , ~r 1,"A""'!""r..".,,,"i' WHEREFORE, plaintiff Richard Nicholls respectfully requests that defendants Corporate Office Property Trust, Corporate Realty Management and Corporate Office Properties Holdings, Inc.'s preliminary objections be denied. Respectfully submitted, GERA D J. GRA T, JR., ESQUIRE Attorney I.D. #85337 Williams Cuker & Berezofsky 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103-1895 (215) 557-0099 Counsel for Plaintiff Richard Nicholls Dated: January 24, 2001 3 . CERTIFICATE OF SERVICE I, GERALD J. GRANT JR., hereby certify that on this date I served a true and correct copy of the foregoing Plaintiffs' Response to Defendants Corporate Office Properties Trust, Corporate Realty Management, LLC and Corporate Office Properties Holdings, Inc.'s Preliminary Objections addressed to Defendants by U.S. first class mail, postage prepaid upon the following counsel and parties of record: George B. Faller, Jr., Esquire Martson Deardorff Williams & Otto Ten East High Street Carlisle, PA 17013-3015 John A. Guernsey, Esquire Howard M. Klein, Esquire Jacquelyn J. Ager, Esquire Conrad O'Brien Gellman & Rohn, P.C. 1515 Market Street, 16th Floor Philadelphia, PA 19102 Counsel for Defendants Corporate Office Properties Trust, Corporate Realty Management, LLC and Corporate Office Properties Holdings, Inc. Michael A. Finio, Esquire Paige Macdonald-Matthes, Esquire 2 North Second Street, 7th Floor Harrisburg, PA 17101 Counsel for Defendant First Industrial Realty Trust Inc. CRC Properties, Inc. 150 Allandale Road Building #2 King of Prussia, PA 19046 Consolidated Rail Corporation Two Commerce Square 2001 Market Street Philadelphia, PA 19101 '"'''$~ "~~I~ -,~ -- .' 1", E,~_" _1~1l"'"lt_ ,., ~-~ ~- - _c--~ """J1"'- "I~:'lT.--" "1100' i/t'i]'''Yli'G''-:''''''''A~--r,o;~~'',j"Td '''":'. - '-''"'1''-' '.,C,," 'J~\"- C) ,.~~, C-) ~. c: -'"i-i :c~ 2}'r :'~:'.. .-C ",,- ~~~ l'0 -,,-, 0 t.n ,,~, , ~--- ' , CJ !;<C) "-1 --0 ,- ._;'; ;J> C' -" c5 (') Zc5 -.,.. >c: :..~;) (:>fT1 -, ~ e:n S; <.0 -< ~~_Jl_~ "~~fI!II_.~*",~,~~"",'~~!I:"";'-'",~'''''~ff",~jiIl:;!1!i!flA1MIt'~W~;j~_!~",,,......)IJ t_~ -",-f;!G fi 11 Date: -,,". Norfolk Southern Railway Corporation c/o CT Corporation System 1515 Market Street, Suite 1210 Philadelphia, PA 19102 CSX Railway Corporation c/o John J. Barrett, Jr., Esquire 3800 Centre Square West Philadelphia, PA 19102 G.R. Sponaugle & Sons, Inc. P.O. Box 4456 4391 Chambers Hill Road Harrisburg, PA 17111 The Anderson Group 1 Computer Drive South Albany, NY 12205 Gregory J. Seleman 14 Corporate Woods Boulevard Albany, NY 12211 January 24, 2001 5 ,...~ - ~ ~ ~ ,-. Ql~- ~. ,,~IJ!!l!!!ll ~., . -,;,,',.' ,., ~* "'-'-'''''"'1''"'**''''-'''' ;ji, -""-":-"-;'}""::~-'" '--"'~:lFfr-rro"'~}~fl"-u':t':ltli:1'tW~"""~ -'.&' ';'iit'~"T~~:f'-">~'<r-C:,~ "-~--' o 0 f; ~s. , vG,' - fil fT~ 3::0.. ;? :::U :r.= Zr-- N (I) .,i'"~'" U1 ~~~ <"--' )> -'D 2:~" :2:: "'-0 .PC s:- 2 :::! ::> - o -q ::;-] i"?::;;."2i 'C- ~:_j l!i "~~?, (~:~ :c?~ tsm ---! y. ::0 -< ~"'~IiIfil!~~lj;*"ijWlI'r~<m'.J!'R"4;1f'L'''''~'_'''""iM'-",'''''rn'~~1~>Iil!~!U~_"~lW'l ., _>,~~...~ KELLY, McLAUGHLIN & FOSTER,LLP BY: R. Thomas McLaughlin, Esquire I.D. No, 03601 1617 JFK Boulevard, Suite 1690 Philadelphia, PA 19103 (215) 790-7900 Attorney for Gregory J. Seleman, p,c. IN THE COURT OF COMMON PLEAS CUMBERLAND COUNTY PA RICHARD NICHOLLS Plaintiff v. CORPORATE OFFICE PROPERTIES TRUST, et al JURY TRIAL DEMANDED Defendants : v. GREGORY J. SELEMAN, PC, et al NO. 00-5355 Civil Additional Defendants ENTRY OF APPEARANCE To The Prothonotary: Kindly enter our appearance on behalf of Gregory J. Se1eman, PC in connection with the above-captioned action, KELLY, McLAUGHLIN & FOSTER, LLP DATE: January 17,2001 243756-1 ;j -I ~,,-_,__,'r~, _ ,"'< _?,~ ',,<. - -.,_ -, '-00'-'''','''''7,.- ,"'-; " """"-:C:~-~ --, -"'~,,.',' .,. - . ".~ -,- - , '",''' ,'" ___, .,< ,~,' _L, __ _ ~ ~ . ;}.;.q r_c,,, " ,. ,~-- ~ ~ ~. 0_ ,~.-".",._ij~--'._,-- ""'-"',.:.-- ''-;':''''tuT'' ~,"_"'lf"""!I':! - ~, ,'-(.;8"'._""'_ ,Y-- :~'J;-N~""t;ii::-';:.:;,:.,) '''t~:':''F~,_,j~';,~~~''-- ~,~_--:.'>t""'f1ij"'- IW!! II\IlI II' ~." =-'" () <;:;) 0 C -:1 $: t_ .,-J "OCu :t>o ~fipg mm z Z--r-, --"'" I'.:> -\';(}l zr-- .,~" j ro';p N \:)'1-, -<2 c.,~ ~CJ "1J 5.~ ~O ::r ..". . >0 ~ Ofn c: ~ ~ e- N -< . SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2000-05355 P COMMONWEALTH OF PE~~SYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named ADD'TL DEFEND , to wit: CRC PROPERTIES INC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of MONTGOMERY County, Pennsylvania, to serve the within WRIT OF SUMMONS/REINSTATE On May 31st , 2001 , this office was in receipt of the attached return from MONTGOMERY Sheriff's Costs: Docketing Out of County Surcharge Dep. Montgomery 18.00 9.00 10.00 33,00 .00 70.00 05/31/2001 MARTSON, DEARDORFF, Co omas Kline riff of Cumberland County WILLIAMS Sworn and subscribed to before me this (,~ day oQ,,, , .2t('L A.D. ), 'r"proQh2:0~!~; I ~ "',,j SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named ADD'TL DEFEND , to wit: NORFOLK SOUTHERN RAILWAY CORP C/O CT CORPORATION but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of PHILADELPHIA County, Pennsylvania, to serve the within WRIT OF SUMMONS On May 31st , 2001 , this office was in receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing 6.00 Out of County .00 Surcharge 10.00 .00 .00 16.00 05/31/2001 MARTSON, DEARDORFF, WILLIAMS County Sworn and subscribed to before me this j" !b day of 9--- ~/ A.D. O",Cl ~ '~ prothonotar ""',oo-,~ ~ 'I SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named ADD'TL DEFEND , to wit: CONSOLIDATES RAIL CORPORATION but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of PHILADELPHIA serve the within WRIT OF SUMMONS/REINSTATE County, Pennsylvania, to On May 31st , 2001 , this office was in receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing Out of County Surcharge Dep. Philadelphia 6,00 9.00 10.00 188.00 .00 213,00 05/31/2001 MARTSON, DEARDORFF, mas Kllne iff of Cumberland County WILLIAMS Sworn and subscribed to before me this ,;U, 1b' day of ~ J.JroI A . D . n',1uO~$ '-~ Prothonotary ;" SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named ADD'TL DEFEND , to wit: CSX RAILWAY CORPORATION C/O JOHN J BARRETT, JR EXQ but was unable to locate Them in his bailiwick, He therefore deputized the sheriff of PHILADELPHIA County, Pennsylvania, to serve the within WRIT OF SUMMONS On May 31st , 2001 , this office was in receipt of the attached return from PHILADELPHIA Sheriff's Costs: Docketing Out of County Surcharge 6.00 .00 10.00 .00 .00 16.00 05/31/2001 MARTSON, DEARDORFF, mas Kline iff of Cumberland County ''---. WILLIAMS Sworn and subscribed to before me ,c;:.r n this il.b - day of7u..vo.- &.c-oF A.D. ~ f2 ~ ~, Prothonotary "'-11 .~ ~~ ~ ~ SHERIFF'S RETURN - U,S. CERTIFIED MAIL CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND NICHOLS RICHARD VS. CORPORATE OFFICE PROPERTIES ET R, Thomas Kline Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law served the within named ADD'TL DEFEND ,ANDERSON GROUP THE by United States Certified Mail postage prepaid, on the 21st day of December ,2001 at 0008:00 HOURS, at 1 COMPUTER DRIVE SOUTH ALBANY, NY 12205 , a true and attested copy of the attached WRIT OF SUMMONS/REINSTATE. Together with The returned receipt card was signed by SIGNATURE ILLEGIBLE 12/26/2001 on Additional Comments: Docketing Cert Mail Affidavit Surcharge 6.00 2.99 .00 10.00 .00 18.99 omas Kline riff of Cumberland County Sheriff's Costs: Paid by MARTSON, DEARDORFF, WILLIAMS on 05/31/2001 . Sworn and sUbsc(jred to before me '1~;ty 0 ,.. a~ rothonotary , l.foy .,~, ~~ "- SHERIFF'S RETURN - U.S. CERTIFIED MAIL CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND NICHOLS RICHARD VS. CORPORATE OFFICE PROPERTIES ET R. Thomas Kline Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law served the within named ADD'TL DEFEND ,SELEMAN GREGORY J by United States Certified Mail postage prepaid, on the 21st day of December ,2000 at 0008:00 HOURS, at 14 CORPORATE WOODS BLVD ALBANY, NY 12211 , a true and attested copy of the attached WRIT OF SUMMONS/REINSTATE. Together with The returned receipt card was signed by J. MEISTER 12/27/2001 on Additional Comments: Docketing Certified Mail Affidavit Surcharge 6.00 2.99 .00 10.00 .00 18.99 County Sheriff's Costs: Paid by MARTSON, DEARDORFF, WILLIAMS on 05/31/2001 . Sworn and subscribed to before me this .J..o t!;:: day of rl_A _ .21H7/ A.D. ~ (htho~t~ ' Af<J~ ?i..."~,.,.., ~ ~_ 1 ^~ ~ " ~" SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET R. Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named ADD'TL DEFEND , to wit: G R SPONAUGLE & SONS, INC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of DAUPHIN serve the within WRIT OF SUMMONS/RIENSTATE County, Pennsylvania, to On May 31st , 2001 , this office was in receipt of the attached return from DAUPHIN Sheriff's Costs: Docketing Out of County Surcharge Dep. Dauphin Co 6.00 9,00 10.00 29.25 .00 54.25 05/31/2001 MARTS ON , DEARDORFF, as Kline ff of Cumberland County WILLIAMS Sworn and this .j(., (.- subscribed to before me day of 9,. . :LevI A.D. Q~",(1. Iv, , 00,..., ~ Prothonotary' 'jIJq!ll I-~ -~-~ ........, .' In The Court of Common Pleas of Cumberland County, Pennsylvania 'Richard Nicolls, et. al. vs. Corporate Office Properties, et. at. Serve, G.R. sponaugle & Sons, Inc No, 20-5355 Civil Now, 12/21/00 ,20 0 () , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff, ~d . ;:'"~~~~t Sheriff of CumberlBlld County, P A Affidavit of Service Now, ,20_, at o'clock M, served the within upon at by handing to copy of the original a , " and made Imown to the contents thereof. -'j So answers, Sheriff of County. P A Sworn and subscribed before . me this _ day of 20 '- COSTS SERVTCE MILEAGE .AFFIDAVTT $ $ '" ,.r, ~~ \1) In The Court of Common Pleas of Cumberland County, Pennsylvania lIi.chard Nicholls, et. al. . \'1" VS.. \y~ Corporate Office Properties, Inc.. et. al. Se'cve: CRC Properties, Inc. No. 70-';155 Civil 150 (j.\\c1~:a.\e.. t'<d. 0 BldC\.p I c.' [1'-'" I< iWl\ CJP'?('~S-I-a I \rd.1 q o\.flo LAST lJAYFOR SERW(!T!J ./ (j '.0. '0' NOW,12/21 100 ,200~, I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Mon t gomery County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. , ' r~~~~# Sheriff of Cumberland County, PA Affidavit of Service Now, ,20_,at o'clock M. served the within upon at by handing to a copy ofthe original and made lrno~-------____ / - ''-... rfZ~(t1J lV\lb-t-e.-..:) -' I ;;-~d-f- v 0 o?/5 S=l&-1- / '-, _/ -"'- ".,- Sworn and su'6Scri~-{7re-~-'/ methis_dayof ; 20_ the contents thereof. C\ '7 ~ /'1 / / ~~~(jl ~~ f'T1' :I:-t n fT"'tC1;o -;ooP'j N --:3:,,' .. -r'1r"'"I.", C~nty J.l~:;::: :x ffing:J = ...,0 -e .........,C . ;-'% - -I .., -< Sberiff of COSTS SERV1CE MILEAGE AFFIDAV1T $ $ ~'1G~ r -;:lm"""'"~-=I _ . , ", ~ - ,,,~,,h".. Cumberland County, ss: ~ ~ < The Commonwealth of Pennsylvania to r.RC Pm~rl-i"", Tn" , Cnncinl in"t-"n R"i 1 Corporation, Norfolk Southern Railway CorporationtNameof Additional Defendant\ csx Railwqy Corpor~tion, ~h" IInn"r~nn r,"~'r. r. R SroQ~'gl~ & ~OQ~, Tnr ~nn Gregory J. Sel~n. You are notified that Coroorate Office prooerties Trust arrl Corporate Realty Manag~nt and Corporate Office Properti<;:s (Name (.), oInfiefendant (5) Holdings, Inc. and First Industrial Realty Trust, Inc. has (have) joined you as an additional defendant in this action, which you are re- quired to defend. Date December 18, 2000 (SEAL) tAUE COPY FROMREOORO 1ft :r.,,~.ofil" UIlIO -,..,.....,. ;7J;fe;;~ ' p,jdlMlWllll/Y """~ ~" Curtis R. Lonq By {)~d~1f6 CRC Properties, nc. 150 Allandale Road Building #2 King'of Prussia, Pa 19046 Consolidat$s Rail Corporation Two Co~rce Square 2001 Market Stre<;:t Philadelphia, PA 19101 Norfolk Southern Railway Corporation c/o CT Corporation Syst~ 1515 Market Street, Suite 1210 Philadelphia, PA 19102 CSX Railway Corporation c/o John J. Barrett, Jr., Esq. 3800 Centre Square West Philadelphia, PA 19102 The Anderson Group 1 Computer Drive South Albany, NY 12205 G.R. Sponaligle'& Sons, Inc. P.O. Box 4456 4391 Chambers Hill Road Harrisburg, PA 17111 Gregory J. Sel~n 14 Corporate Woods Boulevard Albany, NY 12211 '~~IIIII"I'n~I'~''I'''''''''''_'''''''~'~ ~ ,,~"~ !.~"":JfiijE~~m0"1f'!;jl,i:';;'",'));""~i"!.!iJ~"<l":!h;1!ti,j;;ot,~:,_"~.E"""~"-"~,JJ-:;-;i:,if;i\'I;'-."",,;,5'l_~1t@lI1!t~ill~'<<-"~~iliill!ilj..~iJIt,i4l1i1!tl1!illiEihi,r~"-",;l;;._",-",,,t:cJl:_\ili;;'Ji>i:iE/;~\if--,,-~,,,!i4~(....<MtillIiiI, ~ 0 ~_ _" _ .... :.~~ ~ \~"'l!<~"'~;i, t~_rE_:::"';!i'~-'-~~':::~:"":~.-; ':..:':::::: "'.""...' . '. . '.. '''''.'''i'.' t.''".'''., '."""'.'.'."'.... """.' '"""'"1 ,." ',_~'~r""t.', "l-...,.;<><l~'i' -'., -;...'''~~l*,-~ ~.. III 1 ' .ilW9/.m)i' I \.."';;\10 "tlW __ ,.tP. ~) 1 '. C(JbA ~t10t1 I::f.E'C()ti(; OFFICE OF THE SH!:R\f" Gl]Mllf"L\'!D C~UNT'( @)V lNi1 ~ fV1I DEe ZO 3 ill! PM '00 C.ARUSLE PENNSYLVANIA . 0 <:: H co _ ""+' (!1\.r-J [I] ~~~ 1-18, ~o>, I-I+, 01><.... U ro """" '000:: . :ii.... J r ttj~ J a 1- U ~ .a . ~o.~ .... Z~ I>< ~ ~""~ ~ ~ ~I-I - ~.g ! <~ <( ~ en~<:: 0:: 8 'CV- ... oZ .... ~ .... ""'" ~o~ ~~ i~N I UI-I Z~ 8,'0-'" 0<::", ....~ ....0 ~ro 00 .... ~ 'g .", i ~...:l +'.... ~ en cv-"l:!ro "" .... u~ ~~ ~~~~ U .... .... . 4-<. .U .... en +' 0 ,c 4-< 01<:: cv- ~E c: H Ul "'0 U OroH Ul 1-10:: ro", If) -... <:: CV-fll+':a'" If) z $~", . '" I-J 0o~0..~ If) ~ ro ""e: 1-1....'" I 1-1 >, <:: ~8 . .~. 0.'00 g, a~;;:j 0' ~~ ~~ l-lro.... en 1f)....1f) .... 0",,0 (III < .E .... -....... -I. 0:: uo::p: 1-1 OOIf)'cN t? I-Ju....l><_ r , . : L ,_,<J_~M~_. --':J lJf!!ffLB1= '",' .~"_ ~^. "C',,",~,,~ .-, !lIIi @ffh::e uf tlp~ ~4eriff William T. Tully Solicitor Ralph G. McAllister Chief Deputy Mary Jane Snyder Real Estate Deputy Michael W, Rinehart Assistant Chier Deputy Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 255-2660 fille (717) 255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania NICHOLLS RICHARD vs County of Dauphin G R SPONAUGLE & SONS INC Sheriff's Return No. 2873-T - -2000 OTHER COUNTY NO. 20-5355 AND NOW: January 16, 2001 at 11:15AM served the within WRIT TO JOIN ADDITIONAL DEFENDANT upon G R SPONAUGLE & SONS INC by personally handing to GLENN SPONAUGLE, CONTROLLER 1 true attested copy (ies) of the original WRIT TO JOIN ADDITIONAL DEFENDANT and making known to him/her the contents thereof at 4391 CHAMBERS HILL RD. HARRISBURG, PA 17111-0000 ~.p~j So Answers, JK~ Pa. Sworn and subscribed to before me this 17TH day of JANUARY, 2001 PROTHONOTARY Sheriff of Dauphin county, r~^ o-~ Deputy Sheriff By Sheriff's Costs: $29.25 PD 12/29/2000 RCPT NO 144752 FUR-F, ~- ., -"",~,."'" , '. .. . . ' ~:}J In Tn: CO,urt of Common Pleas of Cumberland County, Pennsylvania ,-t'. Ric::har~ Nic::olls, v;~. ,al. '\~ Corporate Offic::e Properties, et. a~. ~ ;erve: CSX Railway Corporation No. 20-5355 Civil c/o .Tohn 'J. Barrett: Jr.. Esq. Now, 1/30/01. , 20 D () , I, SHERIFF OF CUMBERLAND COll'l"ITY, P A, do -. . hereby deputize the Sheriff of Philadelphia County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. . rg,?~~~, Sheriff ofCurnberland County, FA Affidavit of Service Now , ,20 ,at 0' clock M, served the within upon at by handing to a copy of the original and made Imown to the contents thereof. So answers, . , Sh eriff of Coun:ty, PA Sworn and subscribed before me this _ day of 20 '- COSTS SERVICE MILEAGE AFFIDA VIT $ $ "'" "I - - ""~C-:lIlln @ffitt of tlp~ ~4~:riff William T. Tully Solicitor Ralph G, McAllister Chief Deputy Mary Jane Snyder Real Estate Deputy Michael W, Rinehart Assistant Chief Deputy Dauphin County Harrisburg, Pennsylvania 17101 ph: (717)255-2660 fax: (717)255-2889 Jack Lotwick Sheriff '". . ill, Commonwealth of Pennsylvania NICHOLLS RICHARD vs County of Dauphin G R SPONAUGLE & SONS INC Sheriff's Return No. 2873-T - -2000 OTHER COUNTY NO. 20-5355 AND NOW: January 16, 2001 at 11:15AM served the within WRIT TO JOIN ADDITIONAL DEFENDANT upon G R SPONAUGLE & SONS INC by personally handing to GLENN SPONAUGLE, CONTROLLER 1 true attested copy(ies) of the original WRIT TO JOIN ADDITIONAL DEFENDANT and making known to him/her the contents thereof at 4391 CHAMBERS HILL RD. HARRISBURG, PA 17111-0000 C!-. ~~). So Answers, Jf~ Sworn and subscribed to before me this 17TH day of JANUARY, 2001 PROTHONOTARY ::erifr~/l~~' Deputy Sheriff Pa. Sheriff's Costs: $29. 25PD 12/29/2000 RePT NO 144752 ...,' ,..... , --~ "- . " . " FUR1i: "" r'" . .. I , . In The Court of Common Pleas of Ctmb~rhmd County, Pennsylvania , R:i.e-ha1:q. Nico Us. et. al. vs. Corpora te Office Propert ies, et. a'l. Serve: Norfolk Southern Railway Corp No. 20-5355 Civil c/o CTCorporate System Now, 1 /<['1/01 , 20 () 0, I, SHERIFF OF CUMBERLAND COUNTY, PA, do hereby deputize the Sheriff of Phil ad e J., p.hi..a County to execute this Writ, this deputation being made at the request and risk ofthe Plaintiff. . . , .,' ~~f1l~f:~' Sheriff ofCurnberland County, PA Mfidavit of Service Now, , 20_, at o'clock , M. served the within upon at by handing to a copy of the original and made known to the contents thereof. So answers, Sheriff of County, P A Sworn and subscribed before me this _ day of ''')0 ' ,-- COSTS SERV1CE MILEAGE AFFIDAV1T $ $ "<Jill 1-- - < '"" . II . In The Court of-Common Pleas of C\tmberland County, Penn.sylvania . Fiahar~.Nic'olls,et. al. VS. Corporate Office Properties, et. al. Serve: No. Consolidates Rail Corp. 20-5355 Civil Now, 1/30/01 , 20 () (J , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Phili'lcJf>lphi" County to execute this Writ; this deputation being made at the request and risk of the Plaintiff. ,", ~~~, Sheriff of Cumberland County, PA Affidavit of Service Now, ,20 , at o'clock M, served the within upon at by ha.nding to a copy of the Oliginal and made known to the contents thereof. So answers, Sheriff of County, FA Sworn and subscribed before me this _ day of . 70 ,-- COSTS SERVICE MILEAGE AFFIDAVIT $ $ . en <j-~ #493 SHERIFF'S RETU'RN - lI!~'Ur.AINT Writ to Join COMMON PLEAS NO. COUNTY COURT Richard Nicholls VERSUS TERM, 19 Norfolk Southern Railway Corp., c/o C.T. Corp. Suite 1210 1515 Market Street, Phila Penna NO.Case#20-5355 SERVED AND MADE KNOWN TO Norfolk Southern Railway Corp. o Defendant GJ Defendant Company by handing a true and attested copy of the within Summons/Complaint, issued in the above captioned matter on Fphrllary 21. 2001 , 19tx 2001, at 10:00 c/o C.T. Corp. System, Suite 1210, 1515 Market St. 0' clock, am M., E.S.Tx~~ir. at , in the County of Philadelphia, State of Pennsylvania, to Sandra Snlnmnn,Agpnt in f.harg" o (1) the aforesaid defendant, personally; o (2) an adult member of the family of said defendant, with whom said defendant resides, who stated that his/her relationship to said defendant is that of o (3) an adult person in charge of defendant's residence; the said adult person having refused, upon re- quest, to give his/her name and relationship to said defendant; 0(4) ~(5) o (6) the manager/clerk of the place of lodging in which said defendant resides; agent or person for the time being in charge of defendant's office or usual place of business. the and officer of said defendant Company; " So Answers, 12, . .j , ~i.f:.." ~ By: JOHN D. GREEN, Sheriff "." .",,';7/:~- John Talami~ ~ Deputy She,i!! 12-38 (Rev. 12A37) '-"'""_1"' - ,~ " .\'-"'" . ~ ~ J ~ f"730/ S~E"fn~'s RETURN - SUMMONS/COMPL.AINT ~e'.4fl c/ /(/;e)c//y COMMON PLEAS NO. --Cel:lUTY S8i:JFrr VERSUS ~/ TERM."t9-- 0/ NO, 4'9.3 ~5C7c;c4~ ~;c'" d~? o Defendant [1l'1Sefendant Company SERVED AND MADE KNOWN TO by handing a true and attested copy of the within Summons/Complaint, issued in the above captioned matter on .,;2 ~ /7'" ,..-l9--. cJ / ,at // Zo7;lock, /1- M.,~€/D.S}) at c:7 C/ Cf / ,//? h' /'2 k-..e" ~ 5'/ , in the County of Philadelphia, &-6';_-/ dS ~ 'Zvrc;! State of Pennsylvania, to o (1) the aforesaid defendant, personally; o (2) an adult member of the family of said defendant, with whom said defendant resides, who stated that his/her relationship to said defendant is that of o (3) an adult person in charge of defendant's residence; the said adult person having refused, upon re- quest, to give his/her name and relationship to said defendant; o (4) the manager/clerk of the place of lodging in which said defendant resides; ~) agent or person for the time being in charge of defendant's office or usual place of business. o (6) the and officer of said defendant Company; ""'"'" ~ So Answers, By: Deputy She,i!! 12-38 (Rov. 12A(7) ;r'~~ ~ -" - SHERIFF'S RETURN - SUMMONS/COMPLAlolT j, /IIluk llA, COMMON PLEAS NO. COUNTY COURT VERSUS TERM, 19 o:/--~ NO. SERVED AND MADE KNOWN TO uSIZ ~ o Defendant ~Defendant Company by handing a true and attested copy of the within Summons/Complaint, issued in the above captioned matter on ;J-I'J. - ,wptJ I ,at II ~clock, /J M., E.S.T.ID.S.T. at _~!~ 1 /77 r ~ ,in the County of Philadelphia, State of Pennsylvania, to o (I) the aforesaid defendant, personally; o (2) an adult member of the family of said defendant, with whom said defendant resides, who stated that his/her relationship to said defendant is that of o (3) an adult person in charge of defendant's residence.; the said adult person having refused, upon re- quest, to give his/her name and relationship to said defendant; 0(4) ~(5) o (6) the manager/clerk of the place of lodging in which said defendant resides; agent or person for the time being in charge of defendant's office or usual place of business. the and officer of said defendant Company; (-. \ ~ So Answers,' By: 12.38 (Rev. 12Al7) ~-~ ~~ ,. .~ . - ,,,.... q .... 'n ..'",.., -",.",._,- ------OX,'-'-- .-,,, . Complete items 1, 2, "n,:l3, Also complete item 4 if Restricted Delivery is desired. . Print your name and address on the reverse so that we can return the card to you. . Attach this card to the back of the mail piece, or on the front if space permits. 1. Article Addressed to: C. Signature very address different from item 11 , ,enter delivery address below: o Agent .. o Addressee DYes lJ No x Gregory J. Seleman 14 Coroorate Woods Blvd Albany, NV L1211 ':)' 3. Service Type ~ Certified Mail 0 Express Mail lJ Registered lJ Relurn Receipt for Merchandise lJ insured Maii lJ C,O,D, 4. Restricted Delivery? (Extra Fee) 0 Yes ~ 2, Article Numb<lr (Copy from selVice label) 70~9 34 00Q04,521 2968 PS Form 3$11! J~fy'i999 i Ii" 'oo\n~ic RelumR '/J4 f i Iii! I 1'l>2595.9g.M~17.- > , . Complete items 1, 2, and 3. A1so-'~~ni-plete item 4 if Restricted Delivery is desired. . Print your name and address on'the reverse so that we can return the card to you. . Attach this card to the back of the mail piece, or on the front if space permits. 1. Article, Addressed to: DAge.'1t" ssee Is delivery address different from item 1? DYes If YES, enter delivery address below: D No 'l'he:'::A.roderson GrOUD 1 Cnmpu~er Drive South A~banv, NY l??n~ 3. Service Type ~ertified Mail o Registered o Insured Mail o Express Mail 0. Return Receipt for Merchandise lJ C,O,D, 4. Restricted Delivery? (Extra Fee) 0 Yes 2. Article N.ul'Y!ber (qopy fr!Jrn serviqa I~/) _ _ . " . _ , .. , ild99i 1340[t OQd4 5t2i5; 293!7' ::.,;l /') -+ BaSer- : (i~J)L FlllForm,381.1,.July 1999 Domestic Relu," Receipt '''595-99''.f7~ ~~--- ';7 . ~ .- , .> WILLIAMS COKER & BEREZOFSKY BY: Gera~d J. Wi~~iams, Esquire IDENTIFICATION NO.: 36418 One Penn Center at Suburban Station 1617 JFK Bou~evard, Suite 800 Phi~ade~phia, PA 19103 (215) 557-0099 Attorney for Plaintiffs RICHARD NICHOLLS 311 Keith Road Mechanicsburg, PA 17050-3050 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA P~aintiff, v. CORPORATE OFFICE PROPERTIES TRUST: 8815 Centre Park Drive Co~umbia, MD 21045-2272 and CORPORATE REALTY MANAGEMENT 207 House Avenue, Suite 107 Camp Hi~~, PA 17011 and CORPORATE OFFICE PROPERTIES HOLDI!:'IGS, INC. 8815 Centre Park Driv~ Suite 306 Co~umbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, INC. 6360 P~ank Drive Harri=burg, PA 17112 JURY TRIAL DEMANDED Defendants, NO. (jD-52ES CMQ PRAECIPE TO ISSUE WRIT OF SUMMONS TO TH8 PROTHONOTARY: Kindly issue a writ of summons to the above-referenced parties in this matter. Dated: July 31, 2000 '. ~. iIii rl, ,~ f"fi'i'!lll. '[ ~~ ~~ ~~ p "~ ~ ~ ~ _ ~r .,~~ _,1l~"',lrm"OWfflW'"1(:4'~~~~r<R~~P'HI'!!~ijij!~~: -~ ,,~ \:) Q ~\~.~ '17\8 3 ~ ~c9 N\~ ~ ::::- - ~' ~ ~ ~ ~m ~",~'~"'1YL--"--~'n Jmh'lt-~/tTjlhl-::'~~,'-"- ';:'lt~,hA;;l"'1S;Y ~,'i }/ <, C) c: 9~~ C':':'j. c::,; Z G"") "'-~ - ' fg,~~ 2: ~~: -' ;'\.) " ',' f~' -< ="""- . -~~ .. Commonwealth of Pennsylvania County of Cumberland RICHARD NICHOLLS VS CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 AND CORPORATE REALTY MANAGEMENT 207 House Avenue, Suite 107 Camp Hill, PA 17011 Court of Common Pleas AND CORPORATE OFFICE PROPERTIES HOLDINGS, ~o, nOO.=-.5.355..ci"iLTerJlLn_n_n___ 19n__ 8815 Centre Park Drive, Suite 107 Columbia, MD 21045 In __G.:hyj.Jn~C:ti.Q!LL.1l.\ij'__nn_______________n_ AND FIRST INDUSTRIAL REALTY TRUST, INC. 6360 Flank Drive Harrisburg, PA 17112 To C~_OEEICE...EROP.mTIES._TRIIST.;_.coRPORATE REALTY MANAGEMENT; CORPORATE OFFICE PROPERTIES HOLDINGS, INC.; FIRST INDUSTRIAL REALTY TRUST, INC. You are hereby notified that .----~~-~~Q~-----------------------_._----------------------------------------------- the Plaintiff haS commenced an action in __Cilli!...Laltl.____n_nn__n______n_n_n__hh____nn against you which you are required to defend or a default judgment may be entered against you. (SEAL) ',,:1: '~ ._C~:hg_F~__~Jlg______________________________ . Prothonotary- (Aj' (). CWn-' - - " ~~t;--n~(J By Date J~\!91l_E1.L!,.[__~QQ.9____~:~__~~__ 19____ - I ~ -~. ", - .~.~ ~ - , ~ l01i <' , k'~'"n_-' ,'..,t.-'-' """,,-0 ,-~""C "~''L' > ""'{"t'r"'rrtC_' t~"'h,w>'~;'~(<"'';;"'1'''7ir'''r0:'-'''11{';~' '- '1j~&~ iif "''''.I ncon n",n nco n ::0 W!';j 0 coO ~ 00 0 CO 0 H ~ '" gf-'ll>ti ti '" f-' f-':t1 -..J::O f-' f-' :t1 n f-' ~om iUl~ '1j iUlm I Ul f-'-..J PJ '" "'.I"' n g: n I I ~i;j:?~ erf-'H~I-"Il> ~i3'!C~~I-'-1l> Ciio '0 '0 Ul n ~PJ~ Pl::>~ f-''''~ Pl::>~ I, Ul {;':;':S;-. 1-" ::I ... IT f--I(1) ... rt I Z IUl -..J ~ lQ X"Ui ti. ti H IW I iI&~~ 1-'- r . ~Il> Q ~::o ~ll> 0 n 'Ul 0 f-' '1jR~ . '1j:;j ;g~~ ':tj~:Il IUl 0 Pl C ::> 1-" > '" ... f--I rt '"""'" ~ "" I-'-H "'~ H ::> "'Pl H ~ In '" ll>ll>f-' ~ f-' n f-'C f-'ti n g f-'Il>~ O~i:':! -..J",.~ OX"i:':! II-" ;g ~ ti 1-" 1-'- ...J ~ 0'" ~ .I~ j t1 Pl ~ g ~ ~ ~ UlR;8 ~m~ 'fR;8 , . f-'o..rf' jt-' "'. . '" 1-'-0 C "'1-"0 I '"' f-' m i ... ~ ~i ~'G) ~~i !~ omci:':! Wcer", = ::t-~~ "' I "' ~ mH f-' H I Il> er . Ci:':! 0 , c: I-'-m -..J 12 , Pl ti ~ co::>ll> m rf' 0 "' 1l>:Il ~ Om . wfl , rf' Ui I i!l- H 00 , fj "'H "' 1-" ~ 0 ::> m , H fj ~_c:.. ~t~~ ...0 C> h-: - ~ ~ 3 , 3 o ~ .t :f )=:::::, e <.A <I' ,t, :>-.. ~1I!l' -~""1',-~ "_ " ~ ~, -~~, > ," ",,!f'I!lII!i!,J]J'I~~)l'~~,..~-IhmtL~II\'I!Mt~!mllilP_r ., "",lei SHERIFF'S RETURN - U.S. CERTIFIED MAIL CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND NICHOLS RICHARD VS. CORPORATE OFFICE PROPERTIES ET R. Thomas Kline Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law served the within named DEFENDANT ,CORPORATE OFFICE PROPERTIES TRUST by United States Certified Mail postage prepaid, on the 4th day of August ,2000 at 0008:00 HOURS, at 8815 CENTRE PARK DRIVE COLUMBIA, MD 21045-2272 a true and attested copy of the attached WRIT OF SUMMONS Together with The returned receipt card was signed by MARKlE BELLEW 08/07/2000 on Additional Comments: Sheriff's Costs: Docketing Certified Mail Affidavit Surcharge 6.00 2.99 .00 10.00 ,00 18.99 ~.o_~~ /' ~ , Thomas Kline Sheriff of Cumberland County Paid by WILLIAMS & CUKER on 08/21/2000 . Sworn and subscribed to before me this 30 e. day of (),~~ dOVOA.D. -==;1 n. ~ a n",i.-> #' p~~onotary , 'ID ~,~ ~~- SHERIFF'S RETURN - U.S. CERTIFIED MAIL CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA COUNTY OF CUMBERLAND NICHOLS RICHARD VS. CORPORATE OFFICE PROPERTIES ET R. Thomas Kline , Sheriff of Cumberland County, Pennsylvania, who being duly sworn according to law served the within named DEFENDANT ,CORPRATE OFFICE PROPERTIES HOLDINGS INC by United States Certified Mail postage prepaid, on the 4th day of August ,2000 at 0008:00 HOURS, at 8815 CENTRE PARK DRIVE SUITE 306 COLUMBIA, MD 21045 , a true and attested copy of the attached WRIT OF SUMMONS Together with The returned receipt card was signed by MARKIE BELLEW 08/07/2000 on Additional Comments: Sheriff's Costs: Docketing Service Certified Mail Surcharge 6.00 .00 2.99 10.00 .00 18.99 ?~ .. /~~ _ ~.-'>J.1fJ!!--~ R. Thomas Kline Sheriff of Cumberland County Paid by WILLIAMS & CUKER on 08/21/2000 . Sworn and subscribed to before me th~iS 3~~D. day ofO"f"r-' L ,(J 7M ,.fIP-:.J ~ P honotary ,.. -'- .c" I~__'_ 1 SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET R. Thoma!'> Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: FIRST INDUSTRIAL REALTY TRUST INC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within WRIT OF SUMMONS On August 21st , 2000 , this office was in receipt of the attached return from DAUPHIN Sheriff'!'> Costs: Docketing 6.00 Out of County 9.00 Surcharge 10.00 Dep. Dauphin Co 30.50 .00 55.50 08/21/2000 WILLIAMS & CUKER ~....'.'.~ ~{;~~ . Thomas Kline Sheriff of Cumberland County Sworn and subscribed to before me this ~/AA- day of (2'jb .r :k-vo A.D. C)"'AI () nuu~.) ~ I Prothonotary' -"0" ~.~~._. SHERIFF'S RETURN - REGULAR CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET HAROLD WEARY , Sheriff or Deputy Sheriff of Cumberland County,Pennsylvania, who being duly sworn according to law, says, the within WRIT OF SUMMONS CORPORATE REALTY MANAGEMENT was served upon the 2000 DEFENDANT , at 0013:03 HOURS, on the 10th day of August at 207 HOUSE AVENUE SUITE 107 CAMP HILL, PA 17011 by handing to DALE PEARS (SENIOR PROPERTY MANAGER) a true and attested copy of WRIT OF SUMMONS together with and at the same time directing His attention to the contents thereof. Sheriff's Costs: Docketing Service Affidavit Surcharge 18.00 9,30 .00 10.00 .00 37.30 Sworn and Subscribed to before !:t..- me this 30'- day of ~,_y ~ A.D, QJP1~ O. ~,~- I Prothonotary ~JW So Answers: ~~ ~J"t:~~ R. Thomas Kline 08/21/2000 WILLIAMS & CUKER By: ~4!J Deputy S~ " ',- . ;erve.: In The Court of Common Pleas of Cumberland County, Pennsylvania Richard Nicholls V5. Corporate.OfficeProperties Trust, et. al. First Industrial Realty Trust, Inc. NQ 20-5355 Civil N 8/4/00 ow, , 204) (J , I, SHERIFF OF CUMBERLAND COUNTY, P A, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. '.r~~~, Sheriff of Cumberland County, PA Affidavit of Service Now , , 20_, at o'clock M, served the within upon at by handing to a copy ofthe original and made Imown to the contents thereof. So answers, Sb eriff of County, PA Sworn and subscribed before me this _ day of 20 '- COSTS SERVICE MILEAGE AFFIDA VIT $ $ i L"-,' , '.... ~"" -l:l!I!!M_ii1i!iiIl!Ii~~'i~~:m_fr~:~,,j,Itll;~~->;;i''''''''-~~!t.,",:_i!iIdtii<!lli:ilil_!1J-~~~'~~~I!i:IiI-"""~~-"- L,/ Ii,t ( '(' ii" ~! [:J !\ ,~\:Ib,J_;_)~ .r:~-.lJ'3'lUl~~:~.~~,;"~,j;J;;r~mfI}",-,,,,:,I.'~;__', .^ .' , -~.~-~, .. - ~~ . ~. ~i.~~.'~\.!..,'l/ ~ .] i-:, ,0', -- ~- .... 'tl I!!I @iiite of tltc ~4Ct'iff William T. Tully Solicitor Ralph G, McAllister Chief Deputy Mary Jane Snyder Real Estate Deputy Michael W, Rinehart Assistant Chief Deputy Dauphin County Harrisburg, Pennsylvania 171 0 1 ph: (717) 255-2660 fax: (717) 255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania NICHOLLS RICHARD vs County of Dauphin FIRST INDUSTRIAL REALTY TRUST INC. Sheriff's Return No. 1793-T - -2000 OTHER COUNTY NO. 20-5355 I, Jack Lotwick, Sheriff of the County of Dauphin, State of Pennsylvania, do hereby certify and return, that I made diligent search and inquiry for FIRST INDUSTRIAL REALTY TRUST INC. the DEFENDANT named in the within WRIT OF SUMMONS and that I am unable to find him/her in the County of Dauphin, and therefore return same NOT FOUND, August 15, 2000 DEFENDANT MOVED 1 WEEK AGO, ADDRESS UNKNOWN. c!-.~~ PROTHONOTARY So Answers, Jf~ Sworn and subscribed to before me this 15TH day of AUGUST, 2000 Sheriff of Dauphin County, Pa. By Deputy Sheriff Sheriff's Costs: $30.50 PD 08/10/2000 RCPT NO 139937 .'0" . Commonwealth of Pennsylvania County of Cumberland RICHARD NICHOLIS VS CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 . AND CORPORATE REALTY MANAGEMENT 207 House Avenue, Suite 107 Camp Hill, PA 17011 Court of Common Pleas AND CORPORATE OFFICE PROPERTIES HOLDINGS, Il'CNo. nOO=-.5.355_J:iviLTennnnnnn___ 19__n 8815 Centre Park Drive, Suite 107 Columbia, MD 21045 In __Giy;lL~ct_iQ!LLaWn____nn_____n__n___ AND FIRST INDUSTRIAL REALTY TRUST, INC. 6360 Flank Drive Harrisburg, PA 17112 To C.oR.l'ffiATE_OEEICE..EROP.ERTIES._TRIlST;_.coRPORATE REALTY MANAGEMENT; CORPORATE OFFICE PROPERTIES HOLDINGS, INC.; FIRST INDUS'!RIAL REALTY '!RUST, INC. You are hereby notified that ,____ItD:~-Nr~------------------------,-------------------------------------------_____ Ilate l!~~_~t_~~__~QQP_____________ 19____ the Plaintiff haS commenced an action in __Ciril..Lal.c_nn_nn_nn"_:,.__c__n__n_nnn_n_n against you which you are required to defend or a default judgment may be entered agairist you, TRUE COpy FROM RECORD In T ~lIl1u"y whemof, I here unto SIt my llano and tile seal at said COu);,atCarliste. fila. r~rJ;tpJA7}oltfjttlh1\% - Prothonotal1 ._C~JLQ_F~__~llq--------______________________ Prothonotary " . . /;.fiJ~~ (SEAL) -1 .'''''I~Il'1!Jl~''''_ "'P!"!'1"'1~ !liI , , , , , , , , , J , , , , >' ~, ~, 0' Si .$1: , , , , , , 1 , , , , , , I" -v;:;} l~CJ [fijiJ E;2J l2i5 fiij '" f-' Ul ~6:;S'~ 1-"f-'11l ti f-'-J Pl Pl '1jf-' 0.."-l11l0.. 11l ":I::> f-':>>i::>"-l '0 . :TtDn 1-" 0 11l ::;: Pl C ::> 1-" ... !---J it j--I 11l 11l >-' '1j ~ ti 1-" :t< PJ '~ ti PJ f-'o..rf' ",. . f-' en oenct'! W C <T '" ~: R.g 11l <T f::. Pl '1 oo::>ro o oen rf' ~ 1-" o ::> Ul Ul -J I o o '" '" r-t 1"""""'d!'l!olmM1Il' ." ,_,...,~~l~!l" . n 1-" <: 1-" f-' ~ "''':I noon n"'n 000 n ::0 Pl WH 0000 8: 00 000 Q H Ii "';0 1-'1--':;:0 t5 -.....1:;:0 I-'........:::tl n a. ~~ ~~~ :r:g:2l ~~ 2l I ~ g t;'!2J ~ ~'g"3 ~ r::;fii ~~ ~'g ~Cii tJ 11 ::JOt1... M-trJt3l-'(1)tiJe... rttrJ I Z lQ AC ti. ti H . en tj11l0 :><::0 tjl1l 0 n '1jR~ '1j~ ;g~~ '1j~ B :z::;, !-'-H NllI H ::s F NllI H ~ <: :l> >-''1 n f-'C"3 f-'ti n f-'11l i:-< oAt'! -J11l k; OA t'! --...I ..;::,. 0'" *="'- f-' ::0 UltJ'1j f-' ~ UltJ '0 f-' ~ ti::o f-'en I ti ::0 N 1-'-0 ~ NI-"O <: '1j 1-" "'<: '1j ~ ~ !:J :t1G);j11l !:J ~ g'~ f-' ~ &l ~:fR 3 fR ~ roiS ~ Wi:'" C H ot::l (j) /'; "'H "3 ~ en . lIf 1m ~ , E ,0 " len IW 'Ul lUl I In II-" I~ I~. I>-' I ;(i !El I I I ~ I I I '\I f o &l ~ 1-" g i .. = "q _-t(""Tl "'" '@/f> i .\fii\l ~r_~!__l;~~~~~f'l'<''''f,''t''H'~'''''!'''\' -"T-'T"'~~''''-(,''''''"-''_<;!}'''-''~'F'''''''~~'~''''i'!~'~l''1iln'~"~'''i1'f~'W-'<:'~'''''I",'''W~''''RI~~rT.qWMM~ H /'; ~ "'-, .:) r'".) ~-, ~r ).C-__._,,' _'._1.. . Comiill!teii'errili 1,:/, and a. Also cOmplete item 4 if Restricted Delivery is desired. . Print your name and address on the reverse so that WE3 can return the card to you. . Attach this card to the back of the mailpiece, or on the front if space permits. 1. Article Addressed to: Is del address different from item 1? If YES, enter delivery address below: o Agent o Addressee DYes o No lrporate Office PrC)lp~rties lldings, Inc. 115 Centre Park Drive lite 107 llumbia,MD 21045 3. Service- Type )0 Certified Mail D Registered o Insured Mail o Express Mail o Return Receipt for Merchandise DC.a.D. 4. ,Restricted Delivery? (Extra Fee) DYes 2. Article Number (Copy from service labei) 709fl ,{liiiQOiQ~!l4 $~.~~H~2'?5 PS Form 3811 , July 1999 '2o,;,S3~S" :Y'~~L.." flit I Domestic Return Receipt 1l!l2995-99-M-1789 "Complete -tt~O;S '{ 2, ~d' 3. Als~ c~~plete item 4 if Restricted Delivery is desired. . Print YOlJr name and address on the reverse so that We can return the card to you. . Attach this card to the back of the mail piece, or on the front if space permits. 1. Article Addressed to: D. Is de address different from item 1? If YES, enter delivery address below: o Agent o Addressee DYes o No Corporate Office Propertie Trust 8815 Centre Park Drive Columbia, MD 21045-2272 3. Service Type )1 Certified Mail 0 Express Mail o Registered 0 Retum Receipt for Merchandise o Insured Mail 0 C.O.D. 4. Restricted Delivery? (Extra Fee) 0 Yes 2. ArtIcle Nll~r (Copy from service label) 709~ ilI4i~P io~D,4 : 5;\15 Q~25 ~ Form ~alli' Jp!v 19W . Oo'11estic Return Receipt 'j,' - i ". )0 -~3~~0!''Z- 'ei 102595-99-M~ 1789 'ijrn~ _" ~ ~ "_ 0 __ John C. Goodchild, III (No. 74856) Valerie N. Brand (No. 84555) MORGAN, LEWIS & BOCKlUS LLP 1701 Market Street Philadelphia, Pennsylvania 19103-2921 (215) 963-5423 Attorneys for Defendants Corporate Office Properties Trust, Corporate Realty Management and Corporate Office Properties Holdings, Inc. Richard Nicholls, Plaintiff, COURT OF COMMON PLEAS CUMrnERLANDCOUNTY v. CIVIL ACTION -- LAW Corporate Office Properties Trust and Corporate Realty Management and Corporate Office Properties Holdings, Inc., and First Industrial Realty Trust, Inc., NO. 00-5355 Defendants. RUT ,E TO FILE COMPLAINT AND NOW, this...5" day of" f.:l: - ,2000, a Rule is hereby granted upon Plaintiff to file a Complaint herein within 20 days after service hereof or suffer the entry of a Judgment of Non Pros. ~-5.~ /5f kL /X~ PROTHONOTARY 4':~ ~~;;;;I w: - '.-J i!ll I JflflD'!_ ," ,r'" w"",~.., ''''--11'(''',1'1:'' '''J:r 'fi lU1TIf'!!"" Hill 2 ~ -0CG ~~: ~~ .--y :~ c C) en 1''<1 .-0 . cr', c;,:! .:....") rv ,'~ ,- ~~I!iII~~:_~!~~!~~lifllFi!~I<<h~l<"""-',"-"""";"~C"",-,.^qo'<"'",4"'>'-""Tn<<""~'"""''tJ,*,''''~'''''''-,!/j)'''''''"'''W~'''~"~;;*~''lIW,~t%!!l_._~"'l SHERIFF'S RETURN - OUT OF COUNTY CASE NO: 2000-05355 P COMMONWEALTH OF PENNSYLVANIA: COUNTY OF CUMBERLAND NICHOLS RICHARD VS CORPORATE OFFICE PROPERTIES ET R, Thomas Kline , Sheriff or Deputy Sheriff who being duly sworn according to law, says, that he made a diligent search and and inquiry for the within named DEFENDANT , to wit: FIRST INDUSTRIAL REALTY TRUST INC but was unable to locate Them in his bailiwick. He therefore deputized the sheriff of DAUPHIN County, Pennsylvania, to serve the within WRIT OF SUMMONS On November 8th, 2000 , this office was in receipt of the attached return from DAUPHIN Sheriff's Costs: Docketing 18.00 Out of County 9.00 Surcharge 10.00 Dep. Dauphin Co 29.25 ,00 66.25 11/08/2000 WILLIAMS & CUKER R. Thomas Kline, Sheriff of Cumberland County Sworn and subscribed to before me this .., I'I~ day of ~ 0267/i) A.D. r! t2~ '--1"'f~ prothonot:!a';t7' ',-",.,r,~ - , ~~". ;~<C^1JJY"t -,- . @flit~ of tltc ~4~:riff William T, Tully Solicitor Ralph G, McAllister Chief Deputy Mary Jane Snyder Real Estate Deputy Michael W, Rinehart Assistant Chief Deputy Dauphin County Harrisburg, Pennsylvania 17101 ph: (717) 255-2660 fax: (717) 255-2889 Jack Lotwick Sheriff Commonwealth of Pennsylvania NICHOLS RICHARD vs County of Dauphin FIRST INDUSTRIAL REALTY TRUST, INC Sheriff's Return No. 2448-T - -2000 OTHER COUNTY NO. 00-5355 AND NOW: Noverilier 1, 2000 at 2:00P~ served the within NOTICE & COMPLAINT IN CIVIL ACTION upon FIRST INDUSTRIAL REALTY TRUST, INC by personally handing to LAURA STADLER, SR. ADMIN. ASSISTANT 1 true attested copy(ies) of the original NOTICE & COMPLAINT IN CIVIL ACTION and making known to him/her the contents thereof at 2780 COMMERCE DRIVE MIDDLETOWN, PA 17057-0000 /0"".. J \ C!-. (f)wWua PROTHONOTARY So Answers, Jf~ Sworn and subscribed to before me this 2ND day of NOVEMBER, 2000 ::OdA:;;n G::' ,. / "I'/~eputy ;~iff Sheriff's Costs: $29.25 PD 10/25/2000 RCPT NO 142662 FRITZ ~ -., - ,- f . In The Court of Common Pleas of Cumberland County, Pennsylvania Richard Nicholls vs. Corporate Office Properties Trust Serve: First Industrial Realty No.20-5355 Civil Trust. Inc. Now, 10/23/00 , 20 () 4' , I, SHERIFF OF CUf\.1BERLAND COUNTY, P A, do hereby deputize the Sheriff of Dauphin County to execute this Writ, this deputation being made at the request and risk of the Plaintiff. ' . ' rM:.~~~-# Sheriff ofCurnberland County, PA Affidavit of Service Now, , 20_, at o'clock M. served the within upon at by handing to a copy of the original and made lmown to the contents thereof. So answers, Sheriff of County, PA Sworn and subscribed before me this _ day of 20 '- COSTS SERVICE MILEAGE AFFIDA VIT $ $ ""~" ~~ , . ~," "1___ - .-,,_, _, 0 JAN. 5,2001 12:19PM NO, 022 P.2/3-' ... I George B. Faller, Jr, (No, 49813) MARTS ON DEARDORFF WILLIAMS & OTTO Ten East High Street Carlisle, PA 17013-3015 (717) 243-3341 John A. Guernsey (No. 25730) Howard M. Klein (No. 33632) Jacquelyn J. Ager (No. 76830) CONRAD OBRIEN GELLMAN & ROHN, P.C. 1515 Market Street, 16th Floor Philadelphia, P A 19102 (215) 864-9600 Attorneys for Corporete Office Properties Trust, Corporate Realty Management, and Corporate Office Properties Holdings, Inc. Richard Nicholls, Plaintiff, v, COURT OF COMMON PLEAS CUMBERL.A.ND COUNTY CIVIL ACTION - LAW Corporate Offioe Properties Trust, at. ai, Defendants, No, 00-5355 v. CRC Properties, !ne" et. aI., Additional Defendants. PRARCIl'R TO SUBSTITTJ'I'I<1 COUNSEL TO THE PROTHONOTARY: Please enter the appearance of John A. Guernsey; Esq1.lil.'e, Howard M. Klein, Esquh'e, Jacquelyn J. Ager, Esquire and the firm ofCoXl1'ad O'Brien Gellman & Rohn, P.C. as well as George B. Faller, Jr., Esquire and the firm of Marts On Deardorff Williams & Otto as counsel for defendants COlporate Office Properties Trust, Corporate Realty Management, and Corporate '''-~ JAN. 5.2001 12:19PM . , , NO. 022 P.3/3 Office Properties HOldings, Inc. and withdraw the appearance of John C. Goodchild, m, Valerie N. Brand and the firm of Morgan, Lewi~ & Bockius LLP. O~'gJ:s~D John C. Goodchild, ill, Esquire (No. 74856) Valerie N. Brand, Esquire (No. 84555) Morgan Lewis & Bockius LLP 1701 Market Street Philadelphia, PA 19103-2921 (215) 963-5000 Fonner Counsellor D~endants C01porate Office Properties Trust, COrporate Realty Management, and Corporate Office Properties Holdings, Inc. Dated: '. ,- Geor B. Faller, Jr. (No.4981 ) MARTSON DEARDORFF WILl:; . S & OTTO Ten East High Street Carlisle, PA 17013-3015 (717) 243-3341 ohn G He ard . ein 0, 33632) Jacquelyn J. Ager (No. 76830) CONRAD OBRIEN GELLMAN & ROlIN, P,C. 1515 Market Street, 16th Floor Philadelphia, PA 19102 (215) 864-9600 Substitute CouTlJlelfor Defendants Corporate Office Properties Trust, Oorporate Realty Management, and Corporate Office Properties Holdings, Inc. -2- , ~ . - CERTIFICATE OF SERVICE I, George B, Faller, Jr., Esquire certify that a true and correct copy of the foregoing Praecipe to Substitute Counsel was served this 5th day of January, 2001 by first class mail upon the following: Gerald Williams, Esquire WILLIAMS & CUKER 1617 IF ,K, Boulevard, Suite 800 Philadelphia, PA 19103 CRC Properties, Inc, 150 Allandale Road Building #2 King of Prussia, P A 19046 Consolidated Rail Corporation Two Commerce Square 2001 Market Street Philadelphia, P A 19101 Norfolk Southern Railway Corporation c/o CT Corporation System 1515 Market Street, Suite 1210 Philadelphia, PA 19102 CSX Railway Corporation c/o John J, Barrett, Jr., Esquire 3800 Centre Square West Philadelphia, PA 19102 G.R, Sponaugle & Sons, Inc, P,O, Box 4456 4391 Chambers Hill Road Harrisburg, P A 1711 I The Anderson Group 1 Computer Drive South Albany, NY 12205 Mr, Gregory l Seleman 14 Corporate Woods Blvd, Albany, NY 12211 ~ George B. Faller , '~':'''' , !#II ~ ~~ :''!l'''!!IIII ~ '-"''''~, ','~>'-->'--'" lI'[f~' '.... C") C ff~~: ~; ::"1 -c .~ ~ '",,_I C) -n I ( .~ "q r--') :'0 .......". - , . ~~~~) -.._- ':;' :"\.) '.D ~l~~ .:-.1 .1J -<; 1>:"'_~:m~~~rl!l'l~!'lR!If'!i!'B'~~ll:~;~\~lj"!_'''~_'''l~,"l!iIf~P!ii~~~'llMf$l@..'W$.. _~, ',. _. '0 ,~~._ :" " ,~l , ~ :;[ .. , i J 'i I "i 'j . { George B. Faller, Jr. (No. 49813) MARTSON DEARDORFF WILLIAMS & OTTO Ten East High Street Carlisle, PA 17013-3015 (717) 24,3-3341 John A. Guernsey (No. 25730) Howard M. Klein (No. 33632) Jacquelyn J. Ager (No. 76830) CONRAD O'BRIEN GELLMAN & ROHN, P.C. 1515 Market Street, 16th Floor Philadelphia, PA 19102 (215) 864-9600 Attorneys for Defendants Corporate Office Properties Trust, Corporate Realty Management and Corporate Office Properties Holdings, Inc. RICHARD NICHOLLS Plaintiff, IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA v. JURY TRIAL DEMANDED CORPORATE OFFICE PROPERTIES TRUST et al. Defendants. NO. 00-5355 Civil DEFENDANTS CORPORATE OFFICE PROPERTIES TRUST, CORPORATE REALTY MANAGEMENT, LLC AND CORPORATE OFFICE PROPERTIES HOLDINGS, INC.'S PRELIMINARY OBJECTIONS TO PLAINTIFF'S COMPLAINT Defendants Corporate Office Properties Trust, Corporate Realty Management and Corporate Office Properties Holding, Inc. (hereinafter "the defendants"), by and through their undersigned counsel, hereby preliminarily object to the Complaint of I" ,~ '-" " ",*'~ - -,,--" - , , -, " ' _m __ "" , ,,'--< ~- p '''"-, ~" "" " , , , plaintiff Richard Nicholls (hereinafter "plaintiff") as follows: Preliminary Objections To Count I In The Nature Of A Demurrer Pursuant To Pa. R. Civ. P. l028(a) (4) And, In The Alternative, In The Nature Of A Request For A More Specific Pleading Pursuant To Pa. R. Civ. P. 1028(a) (3) 1. Count I of Plaintiff's Complaint purports to set forth a claim for negligence. See Compl. at Count I, " 17-20, attached hereto as Exhibit "1". 2. Paragraph 19(m) of Count I of Plaintiff's Complaint charges the defendants as well as defendant First Industrial Realty Trust, Inc. (hereinafter "First Industrial") with "such other negligence as will be ascertained in the course of discovery." Id. at '19. 3. Plaintiff's charge is legally insufficient as a matter of law because it lacks the specificity necessary to enable the defendants to digest the claim and formulate a response thereto and because the facts alleged are mere conclusions of law from ,t 'I ,~ ! il , which no valid claim can be adduced and for which no relief can be granted. 4. Plaintiff's charge is also insufficient because it l lacks the requisite specificity under Pa. R. Civ. P. 1028(a) (3) and fails, among other things, to set forth what duty was owed to 2 ~ :{J;1'{ I' '-, -- ~.- '_'_ ."'P. _> " .~, ". _~ ,-. ~_ _ ~" , 0 _ _ c' "" ", " - ,~ ." ."n_ ( plaintiff and the manner in which such duty was breached. WHEREFORE, the defendants respectfully request that the Court sustain their preliminary objections and strike paragraph 19(m) from Count I of the Complaint. Preliminary Objections To Count II In The Nature Of A Demurrer Pursuant To Pa. R. Civ. P. l028(a) (4) And, In The Alternative, In The Nature Of A Request For A More Specific Pleading Pursuant To Pa. R. Civ. P. l028(a) (3) 5. The plaintiff's Complaint purports to set forth a claim for breach of contract against Defendants Corporate Office Properties Trust (hereinafter "COPT") and Corporate Office Properties Holdings, Inc. (hereinafter "COPH"). See Ex. 1, Compl. at Count II, ~~ 21-24. 6. The plaintiff's claim is legally insufficient as a matter of law because the alleged contract is the lease agreement between certain defendants and a third party, plaintiff's employer, and plaintiff is not a third party beneficiary of that lease. 7. A portion of plaintiff's claim also lacks the requisite specificity pursuant to Pa. R. Civ. P. 1028(a) (4) and Pa. R. Civ. p, 1028(a) (3), since plaintiff does not identify all provisions of the lease allegedly breached, and as to those provisions he 3 i -,I~~ ~'_I _. ",,-"-~ ." -'~~'" ,^ - ,^, --- ." ~,".,,- ..'. , ._".l" .A ,^ "~, ' ., , -- - .~." - - '-' ."~ '-- ",.- , ( does identify, plaintiff does not specify the manner in which those provisions were allegedly breached. See Ex. 1, Compl. at '23; see also ~~ 12.03, 12.07(i) and 13.02 of the Office Lease attached to Plaintiff's Complaint as Exhibit "B". WHEREFORE, defendants COPT and COPH respectfully request that the Court sustain their preliminary objections and dismiss Count II of the Complaint with prejudice or, in the alternative, require the plaintiff to furnish a more specific pleading. Preliminary Objections To Count III In The Nature Of A Demurrer Pursuant To Pa. R. Civ. P. l028{a) (4) 8. The plaintiff's Complaint purports to set forth a cause of action for breach of the implied warranty of habitability against COPT and COPH. See Ex. 1, Compl. at Count III, " 25-27. 9. The plaintiff's claim is legally insufficient as a matter of law because the implied warranty of habitability is not legally recognized as a viable cause of action under Pennsylvania law with respect to a commercial property. 1) :J j ! I ;! WHEREFORE, defendants COPT and CO PH respectfully request that the Court sustain their preliminary objections and dismiss Count III of the Complaint with prejudice. i! I :j " i 4 ,. ;1 :1 , 11 "-, -- ~-,-""-~ ,-~;"'-- -\,~,-'''-~' .". - "'~-'-'-"--~" ., - , '..- ,", , .,.,,,.- i 1 I ~ j , I ~ 1 J I 1 1 ~ 1, I ' Preliminary Objections To Count IV In The Nature Of A Motion To Strike Off Impertinent Matter Pursuant To Pa. R. Civ. P. l028(a} (2), And, In The Alternative, In The Nature Of A Demurrer Pursuant To Pa. R. Civ. P. l028(a} (4) 10. The plaintiff's Complaint purports to set forth a claim for punitive damages against the defendants as well as defendant First Industrial. See Ex. 1, Compl. at Count IV, ~~28-31. 11. The plaintiff's claim is legally insufficient and includes impertinent matter because, as a matter of law, the facts alleged in Count I" do not establish that the defendants engaged in outrageous conduct or otherwise acted with the requisite wantonness or recklessness to warrant the award of punitive damages. 12. The plaintiff's claim is also legally insufficient and includes impertinent matter because it improperly categorizes punitive damages as a separate cause of action. WHEREFORE, the defendants respectfully request that the Court sustain their preliminary objections and strike Count IV 1 Counts II and III of plaintiff's Complaint should be dismissed in their entirety as legally insufficient, see discussion supra ~~ 5-9, but cannot, in any event, be a basis for an award of punitive damages because both are based in contract. The remainder of plaintiff's Complaint asserts merely a negligence claim and does not demonstrate the type of reckless, wanton or outrageous conduct necessary to permit consideration of punitive damages. 5 , -. .. - , , ,,''" :.1 , I ! i I d ! , I , j '1 ';,~". -"1- , CERTIFICATE OF SERVICE I, George B. Faller, Jr., Esquire certify that a true and correct copy of the foregoing Defendants Corporate Office Properties Trust, Corporate Realty Management, LLC and Corporate Office Properties Holdings, Inc. 's Preliminary Objections to Plaintiff's Complaint was served this 5th day of January, 2001 by first class mail upon the following: Gerald Williams, Esquire WILLIAMS & CUKER 1617 J.F.K. Boulevard, Suite 800 Philadelphia, PA 19103 CRC Properties, Inc, 150 Allandale Road Building #2 King of Prussia, PA 19046 Consolidated Rail Corporation Two Commerce Square 2001 Market Street Philadelphia, PA 19101 Norfolk Southern Railway Corporation c/o CT Corporation System 1515 Market Street, Suite 1210 Philadelphia, PA 19102 CSX Railway Corporation c/o John J. Barrett, Jr., Esquire 3800 Centre Square West Philadelphia, PA 19102 G.R. Sponaugle & Sons, Inc. P.O. Box 4456 4391 Chambers Hill Road Harrisburg, PA 17111 , ." ~'-,"''''.l''''", "" '."" , ""'~ ".-.m' <," ".-,< __._, __-'_ __ .,,'_- ,< "--. "'0'-'.- ~._n ~.~_ _,,_ -~ ."0_ ." _ _ , :I , , 'i , i I .1 I I I " , I '.'.' ';1 :i"" ~ ~,~ '_1 '~", -v,' "'~ _,' ' " _' "'. . The Anderson Group 1 Computer Drive South Albany, NY 12205 Gregory J. Seleman 14 Corporate Woods Blvd. Albany, NY 12211 2 ,.r,-" " _ __~< ~,'c .'n' "_'''... ._ . ~ _ ~- " - ,-~~~<"" ~ ""- -') -) ( WILLIAMS CUI<ER & BEREZOFSKY BY: Gerald J. Williams, Esquire IDENTIFICATION NO.: 36418 One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103 (215) 557-0099 Attorney for Plaintiffs RICHARD NICHOLLS 311 Keith Road Mechanicsburg, PA 17050-3050 IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY PENNSYLVANIA Plaintiff, v. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MllNAGEMENT 207 House Avenue, Sui.te 107 Camp Hill, PA 17011 and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. 8815 Centre Park Drive Suite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, INC. 2780 Commerce Drive Middletown, PA 17057 JURY TRIAL DEMANDED Defendants. NO. 00-5355 Civil COMPLAINT (CIVIL ACTION) 1. Plaintiff Richard Nicholls [hereinafter, "Pl"aintiff"] is an individual citize~ of the Commonwealth of Pennsylvania, residing ~ """'"1- ~ . ,*%~ . ) -') therein within Cumberland County at the above-referenced address. 2. At all times material hereto, beginning in or about June, 1995, plaintiff was employed in an office within a conunercial office building located at 2605 Interstate Drive in Harrisburg, Pennsylvania. [Hereinafter, this building is referenced as "the Building" or "the Property"]. Plaintiff's job required him to spend a substantial portion of each business day in the Building. At all times material hereto, he has been a business invitee, legally present in the Building. 3. Defendants Corporate Office Properties Holdings, Inc. and Corporate Office Properties Trust are" corporations or other business entities, with a principal office at the above-captioned address in Maryland. They are authorized to do business 'in the Commonwealth, ,and regularly conduct business therein.-Th:ese defendants are the owners and/or operators of the Building in which plaintiff's office is located. 4. Defendant Corporate Office Properties Holdings, Inc. is the general partner of the entity designated as the Landlord in an amended lease executed between the Landlord and plaintiff's employer. At true and correct copy of an amendment to the original lease, effective February 1, 1999, is attached hereto as Exhibit "A." 5. By virtue of the amendment of the original lease, and as 2 . , ) . successors in interest to the original landlord, Corporate Office Properties Holdings, Inc. and/or Corporate Office Properties Trust undertook all of the landlord's responsibilities under the original lease, and assumed all associated liabilities, debts and obligations. A true and correct copy of the original lease is attached hereto as Exhibit ftB,H and incorporated herein by reference. 6. Defendant Corporate Realty Management is a business entity organized under the laws of Pennsylvania, regularly conducting business within Cumberland County at the above-captioned address, where its principcd'offi,ce is located. On information and belief, it is a subsidiary,of defendant Corporate Office Property Holdings, Inc. .. 7 .Cdrp'ora.te'Re'alty"'Manage'lllent,at,times ma'terral,"toth'is complaint, approximately since October 1, 1999, has been contractually cba.rgedwi th responsibility for managing and maintaining the Building and the safety of its occupants. 8. Defendant First Industrial Realty Trust, Inc,. is a corporation authorized to do business, and conducting business within the Commonwealth, maintaining a principal office at 2780 Commerce Drive in Middletown, Pennsylvania. 9. At times material to this complaint, since approximately June, 1995 through September, 1999, First Industrial Realty Trust, Inc. was contractually charged with responsibility foimanaging and 3 ,~;Ii'!"~ _"I~ .~ ;' -r . "~Ol~ " ') () maintaining the Building and the safety of its occupants. 10. Beginning in August, 1998, plaintiff began experiencing a variety of symptoms associated with exposure to hazardous substances and pollutants, including difficulty breathing and other respiratory problems including but not limited to asthma and/or its aggravation, aggravation of allergies, acute and chronic bronchitis, and hyperaeration of lungs. 11. In July, 2000, plaintiff was diagnosed with chronic pulmonary conditions consistent with emphysema. 12. Beginning sometime in 1996, plaintiff began experiencing eye-related symptoms including but not limited to irritation and itching of his eyes, blurred visiion, and early onset cataracts. These ill effects are associated, 'wcLth, exposure to 'hazardous substances an'dother pollutants. Plaintiff has suffered these problems continually; his most recent cataract was diagnosed in August, 1998. 13. In 1999, plaintif.f di.scovered that his workplace had been seriously contaminated, and remained contaminated, with significant amounts of hazardous substances and pollutants, including but not limited to environmental tobacco smoke and its constituents, such as vinylpyridine, phenol, benzene, formaldehyde, and xylene, as well as other toxic polycylic aromatic hydrocarbons ["PAHs"] and volatile organic contaminants ["VOCs"], including but not limited 4 ~~ ~ , /) , to chloroform, acetone, trichloroethylene, methylene chloride, and a-pinene. 14. Plaintiff suffered the aforesaid symptoms, injuries and related harms as a result of his exposure to the contaminants in his workplace. As averred in greater detail hereinbelow, that exposure resulted from the culpable acts of defendants. 15. Plaintiff's aforesaid symptoms, injuries and related harm resulted in his inconvenience, annoyance and disturbance; pain, suffering and emotional distress, all of which required him to expend money for environmental assessments, medical tests and medical treatment, resulted in a loss of wages and caused a disruption in his daily activities, occupations and pursuits. i '. Plaintiff's injuries and associated harms and damages' continue through the present time. Some or all of them are, or may be permanent. 16. In addition, plaintiff's exposure has been to hazardous substances and pollutants at levels greater than normal -background." This exposure has significantly increased his risk of contracting lethal, latent illnesses, including cancer, making it necessary for him to undergo a regimen of medical surveillance and/or monitoring in order to detect any future disease in a manner , permitting timely intervention. 5 _-i_"'-'~'"""'1 - ;'''If.!~__~~ ,~ . COUNT I PLAINTIFF VS. ALL DEFENDANTS NEGLIGENCE 17. Plaintiff incorporates by reference paragraphs 1 through 16 as though each were fully set forth herein. 18. Plaintiff's workplace exposure to hazardous substances and other pollutants resulted from the negligence of defendants, their agents, servants and employees, all of whom acted or failed to act at all material times within the course and scope of their agency, service and employment. 19. Said negligence included: a) negligent mainteriance of a dangerous condition in the Building; b) negligent failure to warn plaintiff and persons in his position of the dangerous condition; c) negligent failure,toinsp.ec.t the condition of the Building; d) negligent maintenance of the Building, ,in.c.luding.,its heating, ventilation and air supply systems; e) negligent failure to supply or maintain proper ventilation; f) negligent design, construction and/or maintenance of "smoking areas" .Ii thin the Building, from which environmental tobacco smoke was regularly and excessively released into plaintiff's working area; 6 ) , -, ) g) negligent failure to provide or install adequate precautions against the release of environmental tobacco smoke and other pollutants into plaintiff's workplace; hI negligent maintenance of ducts and/or other devices directly conveying pollutants into plaintiff's workplace; i) negligent maintenance of ventilation fans, and failure to replace defective fans in a timely manner; j) negligent placement, construction and/or maintenance of roof vents, including both exhaust and intake vents and air handlers; k) negligent hiring or supervision of independent contractors; 1) negligent 'fa i-I ure ' to provide necEs'Sary 'spe'cial precautions to ind€p€ndent contractor~; and m) such other negligence ,as 'will be ascertained in the course of discovery. 20. As a result of said negligence, plaintiff suffered the harms and damages averred hereinabove. WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and severally, in an amount in excess of the arbitration limit in Cumberland , County, with such interest, costs and fees as are allowed by law. 7 "'" "" ~ I . ~ ^ , "--"'-, ) COUNT II PLAINTIFF VS. DEFENDANTS CORPORATE OFFICE PROPERTIES TRUST AND CORPORATE OFFICE PROPERTIES HOLDINGS. INC. BREACH OF CONTRACT 21. Plaintiff incorporates by reference paragraphs 1 through 20 as though each were fully set forth herein. 22. Plaintiff was, and is a third party beneficiary of the lease between defendants and his employer (Exhibit USN). 23. In committing the culpable acts and/or failures to act alleged in paragraph 19, supra, defendant breached material provisions of the lease (Exhibit B)~ including sections 12.03; 12.07(i); 12.07(ii); and 13.02. 24. As a result of these breaches, plaintiff suffered the ~ harms and damages averred hereinabove. WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and ,severally, in an amount in excess of the arbitration limit .in..Cumb€rland County, with such interest, costs and fees as are al1owed".bylaw. COUNT III PLAINTIFF VS. DEFENDANTS CORPORATE' OFFICE PROPERTIES TRUST AND CORPORATE OFFICE PROPERTIES HOLDINGS. INC. BREACH OF IMPLIED WARRANTY OF HABITABILITY 25. Plaintiff incorporates by reference paragraphs 1 through 24 as though each were fully set forth herein. 26. By causing injury to plaintiff in the manner averred hereinabove, defendants breached an implied warranty that the 8 '.'~~ I" , ,~, ~) commercial space used and occupied by plaintiff would be habitable and fit for use and occupation as an office. 27. As a result of said breach, plaintiff suffered the harms and damages averred hereinabove. WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and severally, in an amount in excess of the arbitration in Cumberland County, with such interest, costs and fees as are allowed by law. COUNT IV PLAINTIFFVS. ALL DEFENDANTS CLAIM FOR PUNITIVE DAMAGES 28. Plaintiff incorporates by reference paragraphs 1 through 27 as though each were fully set forth herein. j 29. At all material times, defendants, and each of them, had actual knowledge of the ill effects on plaintiff's he.lth caused by the contamination of his workplace. 30 . Despite said knowledge,'defendant failed ..andr€,fus-ed to take any timely measures to detect, identify, or ameliorate the contamination, and persisted in the culpable conduct averred hereinabove. 31. Defendant engaged in this culpable conduct for their own financial benefit, and/or in wanton, reckless and outrageous disregard for the health and safety of plaintiff and similarly situated persons. 9 '- i 1'~ " ) ) WHEREFORE, plaintiff ask the Court to enter a judgment in his favor and against defendants individually, jointly and severally, in an amount in excess of the arbitration in Cumberland County, with such interest, costs and fees as are allowed by law. Respectfully submitted, rAMS, ESQ . D. B6418 uker & Berezofsky Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103-1895 Counsel for Plaintiff Richard Nicholls Date: October 19, 2000 10 O,ct 17 '00 03: 45p \11 iams Cuker B.erezoJ-fsk~ ! "151557-'0673 p. 12' -- VB1l.11!'1 CATION RICHARD NICHOLLS hereby states that he is the plaintiff in this action and verifies that the statements made in the foregoing Complaint in Civil Action are true and correct ~o the best of his knowledge, information and belief. The undersigned understands that the statements therein are made subject to penalties of 18 Fa.C.S.A. Sec. 4904 relating to unsworn falsification to authorities. . a' . ~ ~.ffi- ICHARD NICHOLLS Dated: iO/t9/&[) ~~ ,<" ~) t~ (' SECOND AMENDMENT TO AGREEMENT OF LEASE (2605 Interstate Drive, Harrisburg, P A) THIS SECOND A1YlENDMENT TO LEASE AGREEMENT (the "Amendment") is made this day of , 1999. by and between COMCOURT INVESTORS, L.P., a Delaware limited partnership ("Landlord") and UNITED STATES FIDELITY AND GUARANTY COMPANY ("Tenant"). WITNESSETH: WHEREAS, Landlord's successor in interest, Consolidated Rail Corporation and Tenant executed that certain Office Lease dated March 30, 1995, as amended by that certain First Amendment to Lease dated June 26,1995 (collectively, the "Lease") by the tenns of which Tenant leased from Landlord and Landlord leased to Tenant that certain premises with improvements thereon containing 19,903 rentable square feet of area (the "Original Premises") located in Landlord's office building located at 2605 Interstate Drive, Harrisburg, Pennsylvania (the "Building"); and ( WHEREAS, Tenant has requested Landlord and Landlord has agreed to reduce the area of the Premises and to amend the Lease as set forth more specifically in this Amendment. ~ NOW, THEREFORE, inconsideration of the above recitals, the mutual covenants hereinafter contained, and for other good and valuable consideration, the receipt and sufficiency 'Of which is hereby acknowledged, the parties hereto agree as follows: 1. Effective Date, The Effective Date of this Amendment is February 1, 1999. 2. Reduced Premises. Co=encing on the Effective Date and cOIitinuing until the Expiration Date of June 30, 2002, subject to Tenant's rights of renewal as set forth in the.Lease,.the.Premises (as thatlenn is defined in the Lease) shall be amended to consist of only a portion of the Original Premises, which portion shall consist of approximately 5.269 rentable square .feet ,of floor area located on the second floor of the Building, as shown on Exhibit A attached hereto and made a pan hereof (the ''Reduced Premises''). Exhibit A attached to the; FiIst Amendment shall be deleted as of the Effective Dale,and Exhibit A attached hereto ' shall be'inserted in lieu thereof. As of the Effective Date, all references in the Lease to the "Premises" shall be d=edto refer to the Reduced Premises. The remaining portion of the Original Premises which consistsof14,634 rentable square - feet (the ''Released Premises'') is hereby released and shall no longer be considered a part of the Premises. 3. Imorovement of Reduced Premises. Landlord shall not be required to make any improvements to the Reduced Premises or to divide the Original Premises from the Reduced (. , Premises. \.. 4. Amendment of Section 5.Dl-Base Rent. Sections 5.01(i) and (ii) of the Lease and Section 3 of the FiIst Amendment are hereby deleted 3Ild the following is inserted in lieu thereof: (i) Bas" Rent for the balance of the Lease Tenn shall be as follows: leaseYe:llr Reat Per Reelable Saa.n Foot BUt: Rcut Pff Anaanl Moothlv Bast: Reat 7/1/95-[/31/99 $13.65 S271,675.95 S22,639,66 !"'fI,', ~ '_I . ' ( ( -. "~;l'lf"'i'~._'1 ~) S:\SK.U.f\UGA1.~im=wclWI(&.::!:",""wpd 110m .... (ii) Base Rent for the Renewal Term (as defined in the Lease) shall be as follows: 8 $15.65 5 82,459.80 56,871.65 9 516.12 $ 84.936.24 57,078,02 10 516.60 $ 87,465.36 57,288.78 11 517.10 5 90,099,96 $7,508.33 12 517,61 $ 92,787,12 57,732.26 5, Amendment of Termination Rie:ht. Notwithstanding anything in Section 1.04 of the Lease to the contrary, in no event shall Tenant have the right to terminate the Lease for the Premises, or for any portion thereof, effective at any time prior to January 1. 2002. 6. Notices. The notice addresses for Tenant in Section 24 of the Lease shall be deleted and the notice addresses for Tenant as shown on Exhibit B shall be substituted in lieu thereof. 7. Released Premises. Landlord, on behalf, its successors and assigns, hereby (i) promises, releases and forever discharges'TenantllDdall'ofits employees, agents, directors;officers;'partners, and each of its parent, subsidiaries, affiliates, divisions, branches, departments, successors and assigns from each and every,-ebligation,-OOVenant, liability, right, claim, debt and causeof'action whatsoever, known or unknown, foreseen or unfOr.leen, which Landlord has or may have from and after the.date hereo fbyreason.of=ymattez:" ....H.e or thing whatsoever, arisingunder, resulting .from or relating in anyway to the Released Premises, any alleged breach of the Lease with respect to the Released .P~emises, .and(ii),acknow.ledges,that,the.Lease is her.ebyterminated.in,a1lr.espects ,as of the Effective Date with respect to the Released Premises. ' 8, Reserved Parkine: Soaces. The fifth sentence of Section 1.01 shall be amended by deleting the words "four (4)" in subclause (i) thereof and substituting the words "two (2)" in lieu thereof. 9, Broker. Tenant represents that Tenant has not dealt directly or indirectly with any broker in connection with this Amendment, and Tenant warrants that no broker negotiated this Amendment or is entitled to any commissions in connection with this Amendment. Tenant agrees to indemnify , and hold Landlord harmless from and against any and all damages, costs and expenses due in connection with a breach of this representation. 10. Ratification of Lease . All other terms, covenants and conditions of the Lease shall remain the same and continue in full force and effect, and shall be deemed Wlchanged, except as such terms, covenants and conditions of the Lease have been amended or modified by this Amendment, and this Amendment shall, by this reference, constitute a part of the Lease. , IN WITNESS WHEREOF, the undersigned have set forth their hands and seal as of the date set forth below their respective signatures. WITNESS OR ATTEST: LANDLORD: COMCOURT INVESTORS, L.P,. By: Corporate Office Properties Holdings, Inc. General Pa.-tner By: Name: Title: (SEAL) ) ~ ) ) "~'l1T"T~_1 ,~ ... ".) OFFICE LEASE INDENTURE OF LEASE dated this 30th day of March, 1995 made between CRC PROPERTIES INC. with offices at 2001 Market Street -7B, Philadelphia, PA 19101-1407 ("J;..andlord"), and UNITED STATES FIDELITY AND GUARANTY COMPANY, a Maryland corporation, having offices at 5801 Smith Avenue, Baltimore,:MD 21209 ("Tenant"), WITNESSETH: The parties intending to be legally bound hereby agree as follows: Section 1 Premises: Term 1.01 Premises; Lease Term. Landlord hereby leases to Tenant and Tenant hereby hires from Landlord a portion of the second floor consisting of 17,508 stipulated useablesquare feet and 19,259 stipulated rentable square feet, as shown on floor plan attached hereto as Exhibit A and made a part hereof (the "Premises") in the building (the "Building") located at2605 Interstate Drive, Harrisburg, P A. The Premises are leased, together with the appurtenances, including without limitation, the right to use in common with others, the lobbies, elevators, and other public and common portions of the Building and parking facilities, TO HAVE AND TO HOLD unto Tenant, its permitted successors and assigns, for the term of seven (7) years (the "Lease Term") commencing on July 1, 1995 ("Commencement Date") and ending on June 30, 2002 ("Expiration Date"), unless terminated sooner pursuant to this LeaSe or law_ In .the event that "substantial completion" (as defIned in Section 4,02) of the Initial Tenant Improvements occurs prior to July 1, 1995, then except for Tenant's right of entry pursuant to Section 1.03 for which no Rent shall be due, Tenant shall be obligated pay the Rent to Landlord as set forth in Section 5 on a daily pro rata basis, and Landlord and Tenant shall be obligated to comply'with all the telRlS, covenants and obligations set forth in thisLease. Tenant shall also have the right to the use of (i) four (4) reserved parking spaces near the entrance to the Building, (ii) three (3) reserved parking spaces in the back row of the lot on the east side of the Building as designated by Landlord, which location may be changed from time-to-time by Landlord upon notice to Tenant; and (iii) 125 non-designated parking spaces, in common with others entitled to use such areas, free of cost in the Building's parking lots, subject to the telRlS and conditions of this Lease and to the Rules and Regulations attached hereto as Exhibit B. 1.02 Delivery of Premises. If for any reason Landlord cannot deliver possession of the Premises to Tenant on the Commencement Date, (i) this Lease will not be void or voidable (except as specifically provided below) and (ii) Landlord will not be liable to Tenant for any resultant loss or damage (except as specifically provided below); however, in such event the Co=encement Date shall be changed to reflect the actual date that Landlord delivers iJ ) ""'~'I~~ : 7. ) '----., ! ) possession of the Premises to T~nant. If Landlord fails to provide possession of the Premises to Tenant on the Commencement Date due to causes not related to Tenant's actions, then: (a) Rent will be waived for the period between the Commencement Date and the date on which Landlord delivers possession of the Premises to Tenant, (b) and the Lease Term will be extended by a period equal in length to the delay, provided that Tenant has complied with all of Tenant's obligations set forth in the Lease, In addition, if Landlord fails to provide possession of the Premises to Tenant by July 5,1995 due to causes within Landlord's reasonable contro~ then Tenant shall be entitle to one (I) days free Base Rent for every day after July 5, 1995 until the Premises are substantially complete (as defined in Section 4.02) (the "Base Rent Credit"). The Base Rent Credit shall be applied from and after the Commencement Date until exhausted. Notwithstanding the aforesaid, in the event that Landlord fails to deliver possession of the Premises by September I for any reason, then Tenant shall have the option to terminate this Lease by giving Landlord notice by October 11, 1995. If Tenant exercises its right to terminate this Lease pursuant to the above stated option, then neither party shall have, any further obligations under this Lease. 1.03 Tenant Access Prior to Commencement Date. Landlord shall provide Tenant access to the Premises thirty (30) days prior to substantial completion of the Initial Tenant Improvements for the purpose of accepting delivery of, storing, installing and testing of Tenant's furniture, telephone and computer systems; provided however, that (i) Tenant, its employees, contractors and agents do not interfere with Landlords construction of the Initial Tenant Improvements, (ii) Tenant shall solely be responsible for any cleaning and repair occasioned by this work, and (iii) such entry shall be pursuant to the applicable terms, covenants and obligations set for in this Lease, including without limitation, Sections IS and 17, 1.04 Tenant's Termination Option. Tenant shall have the option duruig the Lease T errn, beginning after the commencement of the fourth lease year, to terminate this Lease with respect to any portion of the Premises, subject to the following conditions: (i) Any portion of the Premises forwhich Tenant is seeking to terminated this Lease (the "Terminated Space") shall be of a minimum of 5,000 rentable square feet; (ii) The Terminated Space shall be of a configuration which, in Landlord 's reasonable opinion, is commercially viable for subsequent rental to other tenants for general office space; ~ill) Tenant shall be responsible to reimburse Landlord for all Landlord's costs and expenses inCUlTed in separating the Termination Space from the Premises; and (iv) In the event that the sum of all Terminated Space exceeds 9,000 rentable square feet, then Tenant, at its sole cost and expense, shall remove Tenant's External Sign in , accordance with the provisions of Section 28.02 (ill). ' Tenant shall exercise its termination option by giving Landlord not less than 180 days notice prior to the proposed date that such termination would be effective. Tenant shall be responsible to reimburse Landlord for the unamortized portion of the Tenant Improvement Allowance per rentable square foot for the Terminated Space plus the unamortized portion of commissions paid by Landlord to any brokers for this Lease plus any remaining unreimbursed Additional Space 2 ') . ,) J ~'" 1- , ,-.-...<...;,.... ,~ ) Plan Allowance (the "Landlo;d Reimbursement"). The Landlord Reimbursement shall be in the amounts set forth in the schedule attached hereto as Exhibit E. 1.05 Landlord's Termination Option. Landlord shall have the option to terminate this Lease effective on June 30,2000. Landlord shall exercise its option by giving Tenant notice priorto March I, 1999. If Landlord exercises its option, then Landlord shall pay to Tenant on the effective date of the termination the sum often dollars ($10) per rentable square foot of the thim existing Premises. Landlord agrees that it shall not exercise the right of termination set forth in this Section for the purpose of recapturing and leasing the Premises or any portion thereof to any third party tenant which is not an affiliate or subsidiary of Landlord. 1.06 Space Measurement Standards. With respect to any additions or reductions in the size of the Leased Premises pursuant to the terms of this Lease, the size of such additions or reductions shall be determined in rentable square feet in accordance with the standards and defInitions established by the Building Owners and Managers Association (BOMA), ANSI Z65.l-1980, as amended, 1.07 Tenant's Antenna. Tenant shall have the right to install on the roof of the Building one (1) satellite uplink/microwave antenna (the "Antenna") that shall not exceed four (4) feet iii. diameter and which is dedicated solely to Tenant's telecommunications. Tenant shall have the right to use existing risers and conduits (so long as there is sufficient capacity at the time the Antenna is installed), and shall have access to the roof of the Building to install and maintain the Antenna. The portion of the roof and any risers and conduits used by Tenant to place, install and maintain the Antenna shall be deemed a part of the Premises for the purpose of this Lease, but Tenant shall not be obligated to pay rent for such additional space, Tenant's installation and use of the Antenna shall be subject to the following terms: (i) there shall be no new penetration of the roof, however Tenant may use the existing penetration; (ii) Tenantshall submit to Landlord, for Landlord's reasonable prior approval, plans for the design and installation of the Antenna; (ill) Tenant shall install the Antenna pursuant to the-requirements set forth in Sections 14.03(i), (ii), and (iii), and Sections 14,05(iii), (v), (vi), (vii) and (viii); (iv) Landlord shall have no responsibility or liability for the operation, maintenance, or repair of the Antenna, or any ancillary equipment, cabling or other items in connection which such Antenna; (v) Tenant shall be responsible for all costs associated with such installation, including, without limitation, the shielding or adjustmentto any Buildingsystem.s affected by the..Antetma;(vi) the use of the Antenna does not interfere with the use ciftheBuilding by any other tenant; and (vii) Tenant, at its sole cost, shall remove the Antenna and any ancillary equipment and cabling upon the termination of this Lease and repair any damage to the Building. If Landlord permits other tenants to install antennas on the roof of the building, such antennas will be installed and maintained so as to not interfere with Tenant's Antenna. Section 2 Renewal Option Tenant shall have the option to renew the term of thiS Lease for an additional five (5) year term (the "Renewal Term"). Tenant shall exercise its option by giving Landlord at least 260 days notice prior to the Expiration Date. 3 ) , .~ J " ) .--, ) Section 3 Rie'ht of First Refusal If Landlord receives a bona fide offer for the lease of all or any portion of the second floor of the Building not then leased by Tenant, Landlord will give Tenant the right of first refusal to lease the space. The right of first refusal will be e},,"tended by Landlord giving Tenant notice of the particular offer received by Landlord, together with a sunnary of the offer. Tenant agrees to execute amendments to this Lease to reflect additions to the Premises resulting from the Tenant's exercise of its right of first refusal to lease within thirty (30) days of Tenant's receipt of Landlord's notice, Tenant's lease of any space pursuant to this right of first refusal will be on all the terms and conditions set forth in this Lease, except with respect to rental, , standards and types of services to be provided by Landlord, other costs to be paid by the prospective tenant which differ from this Lease, the lease term, and tenant incentives offered by Landlord (including, without limitation, tenant fit up allowances, moving expenses, space planning allC\wances), in which case, the terms of the offer will govern. Any space leased by Tenant will be added to the Premises as of the date provided in the offer, and the rent will be adjusted to reflect the rent provided to be paid in accordance with the offer. If the lease with Tenant is not signed within the thirty (30) day period, then Landlord will have the right to accept the offer free of the rights of Tenant under this Section. Tenant's right of flI'St refusal to lease the space will continue throughout the Lease Term and the Renewal Term with respect to any space on the second floor of the Building aVailable for lease from time-to-time, Section 4 Tenant Imorovement Allowance and Construction 4.01 Tenant Improvement and Space Planning Allowance. Landlord shall provide to Tenant a space improvement allowance with respect to the Premises of (I) $12,50 per rentable square foot for construction of the Initial Tenantlmprovements as defined in Section 4,02 ("Tenant Improvement Allowance"), (Ii) $1.00 per rentable square foot as reimbursement for expenses incurred in Tenant's preparation of Tenant's Plans, and (iii) $1.00 per rentable foot as a moving allowance, Tenant shall also have the right to request from Landlord up to $3,00 per rentable square feet for preparation of Tenant's Plans ("Additional Space Plan Allowance") subject to repayment to Landlord in accordance with Section 5.oI. In the event that the actual costs incurred by Landlord in constructing the Initial Tenant Improvements is greater than: the Tenant Improvement Allowance, then except as provided otherwise in Exhibit C, Tenant shall not be responsible to reimburse Landlord for any such additional costs and expenses. Tenant shall not, under any circum.stances, be entitled to any of Tenant Improvement Allowances to the extent that the cost to construct Tenant's Improvements cost less than the Tenant Improvement , Allowance. 4.02 Construction of Initial Tenant Improvements. Landlord shall be.responsible for construction of: (i) all the improvements (the "Initial Tenant Improvements") set forth in the schedule of plans which are attached to Exhibit C as Addendum I (the "Tenant's Plans"); and (ii) modifications to the Building as set forth in Exhibit F ("Building Modifications"). Landlord shall construct the Initial Tenant Improvements and the Building Modifications in a good and worlanan like manner and in accordance with all applicable laws, rules and regulations, Except as otherwise 4 II.' ijJ ) :--- "- ) ) set forth in Section 1. 02, Landl~rd shall be responsible to construct the Initial Tenant Improvements and the Building Modifications by the Commencement Date, Landlord shall give Tenant ten (10) days' prior notice of the anticipated date of "substantial completion" of the Initial Tenant Improvements. The Initial Tenant Improvements shall be deemed "substantially complete" when Landlord has (a) completed the work required to be performed by Landlord for Tenant as provided for in Tenant's Plans" except for minor details of construction and decoration and minor adjustments which do not materially interfere with Tenant's use of the Premises, and (b) obtained all necessary permits for the use and occupancy of the Premises. Landlord and Tenant, within five (5) business days of Landlord's notice of substantial completion, shall conduct a joint inspection of the Premises to con:fm that all Initial Tenant Improvements have been substantially completed, and that all trash, debris and construction materials have been removed from the Premises. Landlord and Tenant shall prepare a "punch list" of incomplete work during such joint inspection. The punch-list will not include any damage to the Premises caused by Tenant's move-in or early access pursuant to Section 1.03. Landlord shall promptly commence and diligently complete, the repair of all such "punch list" items, Upon Landlord's completion of any necessary "punch list" items, Tenant shall be deemed to have accepted the (i) Premises in "as is" condition as of the date of such possession, except for latent defects, and (ii) "substantial completion" by Landlord of-all of the Initial Tenant Improvements, Prior to delivery of the Premises to Tenant, Landlord shall provide Tenant with three (3) complete sets of keys to alllocles necessary to gain entry to the Premises. 4.03 The portion of delays in completing the Initial Tenant Improvements, due to (i) any act or omission of the Tenant, its contractors, sub-contractors, architects, space designers, agents, or employees, including, without limitation, delays due to changes in Tenant's Plans, or delays in submission of information, approving working drawings or estimates or giving authorizations or approvals, (ii) any additional time for completion of work which may be required because of the any change orders or errors in Tenant's Plans (hereinafter sometimes collectively as "Additional Work") or (iii) the noncompletion by the Landlord of any work, whether in connection With 'the layout or finish of the Premises or otherwise, which the Landlord is not required to do by the terms hereof until after the Commencement Date; then the Premises, or such portion, shall be deemed substantially complete'and available for occupancy on the date when the Premises or such portion would have been available but for such delay, even though work to be done by Landlord has not been commenced or completed. Any additional cost to Landlord to compl:ete'the.Premises occasioned by such delay shall be paid as Additional Rent. For the purposes, of the preceding ", sentence, "additional cost to Landlord" shall mean the total cost incurred in excess of the aggregate cost which the Landlord would have incurred to complete the Premises if there had been no such delay, With respect to delays occasioned by the inclusion of "Additional Work"' referred to in Subsection (ii) above, Landlord shall notify Tenant of the approximate number of days such work . will delay the substantial completion of the Premises. 4.04 Promptly after the Commencement Date, Landlord and Tenant will execute an a!lI'eement, hereafter referred to as the "Commencement Date Agreement," stating, among other things, the Commencement Date and Expiration Date of the term of this Lease. Tenant's failure or refusal to sign the same shall in no event affect Landlord's designation of the Coriimencement Date, 5 \ ) Section 5 Rent: Additional Rent 5.01 Base Rent During the Lease Term, Tenant covenants and agrees to pay Landlord' a fixed minimum rent ("Base Rent") in lawful money of the United States, at an annual rate as hereafter set forth of each year (each year to commence on the anniversary of the Commencement Date): (i) Base Rent for Lease Term shall be as follows: Lease Year ' Rent Per Rentable Sa. Faot Base Rent Per Annum Monthlv Base Rent 1-7 $13.65 $262,885.35 $21,907.11 (ii) Base Rent for the Renewal Term shall be as folloWs: Lease Year Rent Per Rentable Sa. Foot Base Rent Per Annum Monthlv Base Rent 8 S15.65 $301,403.35 $15,116,95 9 $16,12 $310,445.45 $25.870.45 10 S16.6O S319,758,81 S26,646.57 11 $17,10 5319,351.58 $17,445.96 I ) 11 S17,61 ' '1339,132.13 $28,269;34 ) Base Rent shall be payable in equal monthly installments in advance on the fIrst. day of each month during the'!;.-easeT erm and Renewal TermDf this Lease. Tenant shall send all Base Rent and Additional Rent with the Rent Account Number to P. O. Box 8500-4450, Philadelphia, P A 19178-4450, or to such other address as Landlord may indicate by notice to Tenant. 5.02 In the event Landlord pays Tenant any Additional Space Plan Allowance as set forth in Section 4.01, then Tenant shall repay Landlord such Additional Space Plan Allowance as Additional Base Rent during the Lease Term, in monthly instalhnents, amortized over the Lease Term with ten (I 0) percent simple interest ' 5.03 Additional Rent. All adjustments of rent, costs, charges, and expenses which Tenant assumes, agrees, or is obligated to pay to Landlord pursuant to this Lease shall be deemed" Additional Rent" which Tenant covenants to pay when due. In the event of nonpayment, Landlord shall have all the rights and remedies with respect thereto as herein '. provided for in case of nonpayment of Base Rent Base Rent and Additional Rent are sometimes hereafter collectively referred to as "Rent". All Rent shall be payable by Tenant to Landlord without offset, reduction, counterclaim, and/or deduction. All Additional Rent shall be due within forty-five (45) days of billing by Landlord. 5.04 If any of the Rent payable under the terms of this Lease shall be or"become uncollectable, reduced, or required to be refunded because of any rent control, federal, state, or local law, regulation, proclamation, or other legal requirement enacted after the date of this 6 .'''''''''''1 " '\ / - ) ) 'fffO!- """"1 ." '" ~ -.. ----." ~..... '-" '''-,''.. ....._~-_. ) ) . Lease, Tenant shall enter into such agreement(s) and take such other steps (without additional expense to Tenant) as Landlord may reasonably request and as may be legally permissible, to permit Landlord to collect the maximum rent which, from time to time, during the continuance of such legal rent restriction may be legally permissible (and not in excess of the amounts then reserved therefore under this Lease). Upon the termination of such legal rent restriction, (i) the Base Rent and Additional Rent shall become and shall thereafter be payable in accordance with the amounts reserved herein for the periods following such termination, and (ii) Tenant shall promptly pay in full to Landlord, unless expressly prohibited by law, an amount equal to (a) rentals which would have been paid pursuant to this Lease but for such legal rent restriction less (b) the rent actUally paid by Tenant during the period such legal rent restriction was in effect. 5.05 If any installment of Rent is not paid within five (5) days when due, Tenant shall also pay Landlord interest thereon from the due date until paid at the then published prime interest rate upon unseCured loans charged by Chase Manhattan Bank, N.A., New York, New York Bank (or such other bank selected by Landlord if' Chase Manhattan Bank shall not then have au announced prime rate) on loans of 90 days (such announced rate plus 4% being lierein called the "Prime Rate"). Section 6 Use 6.01 Tenant shall use and occupy the Premises for executive and general offices 'and for no other purpose. 6.02 Tenant shall not use, or suffer or permit the use of, the Premises or any part thereof in any manner or for any purpose or do, bring or keep anything, or suffer or permit anything to be done, brought or kept, therein (including, but not limited to, the installation or operation of any electrical, electronic or other equipment) which: (i) would violate any covenant, agreement, t=, provision or condition of this Lease or is unlawful or in contravention of the ceitificate of occupancy for the Building or for the Premises, or is a contravention of any legal or insurance requirement to which the Building or the Premises is subject; or (ii) would exceed 5 watts of electricity per rentable square foot (exclusive of electricity for Building standardJighting and !IV AC System) or which would exceed the 80 lbs per square foot floor load or which is allowed by law; or (iii) in the reasonable judgment of Landlord, may in any way impair'orinterfere with the proper and economic heating or air conditioning of the Building; or (iv) may be a nuisance, unreasonable disturbance or danger to the other tenants of the Building; or (v) would, in the reasonable judgment of Landlord, be materially adverse to the business of Landlord or the reputation of the Building; or (vi) exceed a personnel density of one (1) person per ninety (90) rentable square foot of space. Landlord acknowledges that Tenant's Plans satisfy the requirements of Subsections (ii) and (iii) as set forth above. ' 6.03 Tenant shall not move any safe, heavy equipment in or out of the Building without. Landlord's consent. If the movement of such items requires special handling, Tenant agrees that all such work shall be done in full compliance with Susquehanna TO\vnship and other applicable governmental requirements. All such movements shall be made during hours which will least interfere with the normal operations of the Building, and all damage caused by such movement shall be promptly repaired by Tenant at Tenant's expense, 7 " ) q) ) F' ) , . /........, ) 6.04 Business machines and mechanical equipment belonging to Tenant which may calise noise, vibration, or any other nuisance that may be transmitted to the structure or other portions of the Building or to the Premises to such a degree as to be reasonably objectionable to Landlord or which may interfere with the use or enjoyment by other Tenants of their Premises or the public portions of the Building, shall be placed and maintained by Tenant at Tenant's cost and expense, in settings of cord, rubber, or spring type vibration eliminators sufficient to eliminate such noise or vibration. 6.05 In the event that an excavation or any construction upon land adjacent to the Building, Tenant shall, ifnecessary, afford to the person or persons causing or authorized to cause such excavation or construction or other purpose, license to enter upon the Premises for the purpose of doing such work as shall be reasonably necessary to protect or preserve the wall or walls of the Building, or the Building, from injury or damage and to support them by proper foundations, pinning,' and/or underpinning, or otherwise, provided that Tenant's use of the Premises is not materially interfered with. Section 7 Services and Equioment 7.01 Except as otherwise set forth in this Lease, Landlord covenants and agrees to at all times operate and maintain the building in a fIrst-class manner, comparable to other fIrst class office buildings located in the immediate location of the Building. Landlord, at its cost and expense, shall provide the following services: (i) Provide elevator service duriIig business hours on business days. As used in this Lease, the term "business days" means Monday through Friday, exclusive of holidays. The term "business hours" means 7:00 AM, to 7:00 P,M. Monday through Friday, and 8:00 A.M. to 2:00 P.M. on Saturdays. At all times other than during business hours on business days, only one elevator shall be on call to the Premises. (ii) The HV AC System will be operated by Landlord during business-bourson business days and shall maintain the temperature in the Premises between 68 and 75 degrees at reasonable humidity levels. In the event Landlord fails to co=ence repair of any part of the Building that Landlord is obligated to repair pursuant to this Lease within twenty (20) days after Landlord receives notice of the need for such repair, or in:the case of lUl emergency, within five (5) business days, then Tenant shall be entitled to cause such repairs to be made and Landlord shall reimburse Tenant the reasonable cost thereof. . . (ill) Provide Building standard cleaning services to the Premises and public portions of the Building on business days, The Cleaning Specifications are annexed hereto as Exhibit D 'and made a part hereof. If any space may, under theterms of this Lease, be used for the consumption of food, Tenant shall have such space periodically exterminated at T =t' s expense. (iv) Furnish hot and cold water for lavatory and drinking and office cleaning purposes. If Tenant requires, uses, or consumes water for any other purposes, Tenant agrees that Landlord may, at Landlord's expense, install a meter or meters or other means to measure Tenant's water consumption. Tenant shall reimburse Landlord for the cost of all water 8 , , ) :J J ~ ;f\_ ) ) consumed in excess of the average amount of water consumed by other tenants in the Building as measured by said meter or meters or as otherwise measured, including sewer rents. (v) Provide 24-hour, 365 day access to the Premises and parking facilities serving the Building and the use of automatically operated elevators, for the use of Tenant, including snow and ice removal as necessary, during business days and business hours (as defIned in Section 7.0l(i)) to permit clear use of the parking areas and sidewalks serving the Building. 7.02 "Holidays" shall be deemed to mean New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. 7.03 Landlord reserves the right to interrupt, curtail, or suspend the services required to be furnished by Landlord under this Section 7 when the necessity therefor arises by reason of required maintenance, accident, labor dispute, riot, insurrection, emergency, mechanical breakdown, Acts of God, or when required by any law, order, or regulation of any federal, state, county, or municipal authority, or for any other cause beyond the reasonable control of Landlord. Landlord shall exercise good faith to complete all re(j,uired repairs or other necessary work so that Tenant's inconvenience resulting therefrom may be for as short a period of time as cirC1lIIlStances will permit. No diminution or abatement of Rent or other compensation shall or will be claimed by Tenant as a result thereof, nor shall this Lease or any of the obligations of Tenant be affected or reduced by reason of such interruption, curtailment, or suspension, except that if Tenant's use of the Premises is materially adversely affected for more than five (5) business days, Base Rent shall abate in proportion to the area of the Premises that is materially adversely affected. If the Premises continues to be materially and adversely affected by such interruption,. curtailment or suspension continues for more than forty-five (45), Tenant shall have the right, but not the obligation, to terminate this Lease upon notice to Landlord within. ten (10) days of the expiration of said forty-five (45) day period. 7.04 Tenant shall reimburse Landlord for the cost to Landlord of removal from the Premises and the Building any refuse and rubbish of Tenant which Landlord is not obligated to remove pursuant to Exhibit D, 7.05 If Tenant shall require HV AC service at any time other than during business hours on business days, Landlord shall furnish such service (herein called"after hours air-conditioning service") upon advance notice:from:T enantas, speci,fied..below, anci Tenant shall pay Landlord's then established, reasonable charges. therefor as Additional:Rent Such:cllarges shall ,be 100% of Landlord's then actual cost oflabor, maintenance (including the cost of replacement parts), utilities, depreciation, and supplies used in providing such after hours air-conditioning service. Requests for after hours air-conditioning service shall be submitted in writing to the Building manager, by a person designated by Tenant as authorized to make such requests, before 1 :00 'P,M on a non-holiday weekday for such weekday, and at least one (1) business day prior to a holiday or weekend. Section 8 Electric 8.01 Landlord, at Landlord's expense, shall furnish electrical energy of 5 watts per rentable square foot to the Premises, through presently installed electrical facilities, for Tenant's 9 ~ , ') . ) _, ......_m"'.._._.~.. _ ... -~ \ ) reasonable use of normal offi~e equipment and such lighting, electrical appliances, and other machines imd equipment. 8.02 If Tenant's use of electrical energy shall ever exceed the capacity of the then existing feeders to the Building or the then existing risers or wiring installation serving the Premises, then any additional riser or risers to supply Tenant's electrical requirements and all other equipment proper and necessary in connection therewith, upon request of Tenant, will be installed by Landlord, at Tenant's sole cost and expense, if, in Landlord's reasonable judgment, the same are necessary and will not cause or create a hazardous condition or entail excessive or unreasonable alterations, repairs, or expense or interfere with or disturb other Tenants. Rigid conduit only will be allowed. In order that personal safety and property of the T enacts, occupants, and'Landlord of the Premises may not be imperiled by the overtaxing of the capacity of the electrical distribution system of the Premises or the Building, and to avert possible adverse effect upon the Building's electrical system, Tenant shall not, without prior consent of Landlord, such consent not to be unreasonably withheld or delayed, make or perform or permit any r.hanges in or alterations to wiring installations or other electrical facilities in or serving the Premises as the installation of said installations or facilities shall be indicated by the Tenant's Plans, or any additions to the electric fIxtures, business machines, or office equipment or applianceS (other than typewriters and similar low energy consuming office machines) in the Premises which utilize electrical energy. Should,Landlord grant such consent, all additional risers, wiring, or other equipment required thereforshallbe provided by Landlord and the cost thereof shall be paid by Tenant. 8.03 Landlord shall have no liability to Tenant for any loss, damage, or expense which Tenant may sustain or incur by reason of any change, failure, inadequacy, or defect in the supply or character of the electrical energy furnished to 1be Premises or if the quantity or -character:..of the electrical energy is no longer available or suitable for Tenant's requirements, except for any actual damage suffered by Tenantbyreason..ofany such failure, inadequacy, or defect caused by Landlord's negligence, Should electric service be unavailable for more than two (2) consecutive business days or three (3) non-consecutive business days within a calendar,monthdueto a cause that is within Landlord's sole control, and such unavailability materially interferes with Tenant's use of the Premises, then Base Rent shall abate until such electric service is testored.Ifsuch electric service is unavailable for more than forty-fIve (45) days, Tenant shall have the right to terminate this Lease within a ten (10) day period following the expiration of the said forty~five (45) day period. ' Section 9 Assienment: Sublettin!~: Morteaeine 9.01 Tenant shall not, by operation of law or otherwise, assign (in whole or in part), mortgage or encumber this Lease, or sublet or permit the Premises or any part thereof to be used or occupied by others except in conjunction with Tenant's law or other business, without ' Landlord's prior consent in each instance in accordance with the provisions of this Section, which consent shall not be unreasonably delayed. The consent by the Landlord.,to any assignment or subletting, whether by Tenant or any other tenant in the Building, shall not be J waiver of or constitute a diminution of Landlord's right to withhold its consent to any other i~l M " ) . ,,j ) """~'f' ----""; "") --~--~--''--''--~ assignment or subletting and shall not be construed to relieve Tenant from obtainirlg Landlord's express consent to any other or further assignment or subletting, Such reasonable attorneys' fees and other costs and expenses as may be incurred by the Landlord in connection with Tenant's request for consent to an assignment or subletting shall be paid by Tenant 9.02, If Tenant desires to assign this Lease or sublet all or any portion of the Premises, Tenant shall notify Landlord of its desire to assign or sublet, Tenant shall submit to Landlord: (i) the =e of the proposed assignee or subtenant (hereinafter sometimes collectively referred to as "Transferee"); (ll) the t=s of the proposed assignment or sublease; and (ill) the nature and character of the business which the proposed Transferee conduct in the Premises, together with all fInancial data concerning the Transferee which Landlord may reasonably request; and thereafter, shall submit to the Landlord any other information concerning the assignment or sublease which the Landlord may request Notwithstanding any provision of this Lease to the contrary, fIfty percent (50%) of any rentals and/or consideration paid or payable by the subtenant or assignee in excess of the Rent payable under this Lease shall be paid by Tenant as and when received by TenaLt to Landlord. Tenant may not assign or sublet all or any part of this Lease, if T eoant is in default under this Lease. 9.03 Landlord maywithbold consent thereto if in the reasonable exercise of its judgment it det=ines that: (i) The proposed business to be conducted in the Premises by the Transferee is not appropriate for the Building or in the keeping with the character of the existing tenancies or permitted by this Lease, or the use is not expressly permitted by this Lease; or (ll) The nature of the occupancy of the Transferee will cause a greater density of employees or traffic or make greater demands on the Building's services or facilities than that made by Tenant; or (ill) The Tenant has made assignments or subletting which have changed the character of the Premises; or (iv) The Transferee is at the time a Tenant (or subsidiary or affiliate of a tenant) or to a person in possession of all or part of the Building; or (v) The rentaL of the proposed space to be assigned and/or subtet'shallnot'be advertised for less than the rent applicable to space Landlord is currently offering for lease in the Building; or ' , (vi) The portion of the Premises to be sublet does not have appropriate means of ingress or egress or fails to conform with all applicable building and safety codes; or (vii) The Transferee is either a government (or a subdivision or agency thereof); or (viii) AIly combination of the foregoing conditions exist 9.04 If this Lease shall be assigned or sublet in accordance with this Section, such 'T ransferee shall not be permitted to further assign or sublet in whole or in part, 9.05 If this Lease shall be sublet or occupied by any person or persons other than Tenant, Landlord may, after default by Tenant, collect rent from the Transferee, and apply the net amount collected to the Rent, but no such subletting, occupancy, or collection of rent shall be H L~ J ~~I i) j ) deemed a waiver of the covenants in this Section, nor shall it be deemed acceptance of the Transferee as a tenant, or a release of Tenant from the full performance by Tenant of all the terms, conditions, and covenants of this Lease. 9.06 Each permitted Transferee shall assume and be deemed to have assumed this Lease and shall be liable jointly for the payment of the Base Rent and Additional Rent and for the due performance of all the terms, covenants, conditions, and agreement herein contained on Tenant's part to be performed for the term of this Lease. Tenant shall remain first and primarily liable for performance of all the terms, covenants, and .conditions set for in this Lease regardless of any such assigmnent or sublease. No assigmnent or sublease shall be effective unless Tenant shall promptly deliver to Landlord a duplicate original of the instrument of assigmnent or sublease, in form reasonably satisfactory to Landlord, containing a covenant of assumption by the Transferee of all of the obligations aforesaid and shall obtain from Landlord the aforesaid prior consent. - . 9.07 Notwithstanding anything to the contrary contained in this Lease, the Tenant shall have the unrestricted right to assign this Lease in its entirety, or sublet all or any portion of the Premises without the consent of the Landlord to (i) any entity resulting from a merger, consolidation, or other acquisition of Tenant, or (ii) any subsidiary or affiliate of Tenant, , provided that Tenant gives Landlord thirty (30) days prior notice to Landlord of any such assigmnent or sublease. Section 10 Subordination: Estoppel Certificate 10.01 This Lease is and shall be subject and subordinate in all respects to all mortgages which may hereafter affect Building, to each <Uld every advance made or hereafter to be made under such mortgages, renewals, modifications, consolidations, replacements, and extensions of such mortgages; provided however, that any mortgagee shall agree that Tenant's possession of the Premises shall not be disturbed provided that Tenant is not in default hereunder. This Section shall be self-operative and no further instrument of subordination shall be required. ,IIi confirmation of such subordination, Tenant agreeS within ten (10) business days to execute and deliver any instrument, reasonable in form and content, that Landlord or any such mortgagee or any of their respective successors in interest may reasonably request to evidence such subordination. As used in this Lease, the 1= mortgage includes an indenture of mortgage and a deed of trust to secure an issue of bonds, and the term mortgagee includes such a trustee. Landlord hereby represents to Tenant, that as of the Commencement Date, there'are no mortgages encumbering the Building. 10.02 In the event of any act or omission of Landlord which would give Tenant the right, immediately or after lapse of a period of time, to cancel or terminate this Lease, or to' claim a partial or total eviction, Tenant shall not exercise such right: (i) until it has given notice "of such act or omission to each mortgagee whose name and address shall previously have been furnished to Tenant by Landlord; and (ii) until a reasonable period of remedying such act or omission shall have elapsed following the giving of such notice and following the time when ' such mortgage shall have become entitled under such mortgage to remedy the same (which reasonable period shall be the period to which Landlord would be entitled under this Lease, after similar notice, to effect such remedy), provided such mortgagee shall, with due diligence, give Tenant notice of intention to, and commence and continue to remedy such act or omission. h1 ~., . --.-,........""..,p':-, . , - ) m .) ;) fO<.., ) , ,~, 10.03 If the holder of a mortgage shall succeed to the rights of Landlord under this Lease, whether through possession or foreclosure action or delivery of a new lease or deed, then at the request of such pany so succeeding to Landlord's rights (herein sometimes called the "Successor Landlord") and upon such Successor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize such Successor Landlord as Tenant's Landlord under this Lease, and shall within ten (10) business days execute and deliver any instrument, reasonable in fonn and content, that such Successor Landlord may request to evidence such attornment Upon such attornment, this Lease shall continue in full force and effect as, or as if it were a direct lease between the Successor Landlord and Tenant upon all of the teIlDS, conditions, and covenants as are set forth in this Lease and shall be applicable after such attornment except that the Successor Landlord shall not: (i) be obligated to repair, restore, replace, or rebuild the Building or the Premises, in case of total or substaDtially total damage or destruction, beyond such repair, restoration., and/or rebuilding as reasonably can be accomplished with the net proceeds of insurance actually' received by, or made available to, the Successor Landlord; , (ii) be liable for any previous act or omission of Landlord under this Lease; or (iii) be bound by any previous modification of this Lease or by any previous . prepayment of more than one month's Rent, unless such modification or prepayment shall have been expressly approved in writing by the holder of the mortgage through or by reason of which the Successor Landlord shall have succeeded to the rights of Landlord under this Lease, 10.04 Tenant agrees, at any time, and from time to time, upon not less than ten (10) business days prior notice by Landlord, to execute, acknowledge, and deliver to Landlord, a statement in writing addressed to Landlord certifying that this Lease is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications), stating the dates to which Rent and other charges have been paid, and stating whether or not, to the best knowledge of Tenant, there exists any default ' in the perronnance of any covenant, agreement, tenn, provision., or condition contained in this Lease, and, if so, specifying each such default of which Tenant may have knowledge, it being intended that any such statement delivered pursuant hereto may be relied upon.,by,Landlord and by any mortgagee or prospective mortgagee of any mortgage affecting the Building. Section 11 Entry: Ri~ht To Chan2'e Public Portions Of The Buildim! 11.01 Tenant shall pennit Landlord to erect, use, and maintain pipes and conduits in and through the Premises provided that such pipes and conduits do not materially adversely affect the Tenant's use of the Premises. Landlord or its agents or designees, upon reasonable notice to Tenant, shall have the right to enter the Premises, for the purpose of making such repairs or alterations as Landlord shall be required or shall have the right to make by the provisions of this . Lease and, subject to the foregoing, shall also have the right to enter the Premises for the purpose of inspecting it (for which reasonable prior notice by telephone shall be deemed sufficient), or exhibiting it to prospective purchasers of the Building or to prospective mongagees or to prospective assignees of any such mortgagees. Landlord shall be allowed to 1-3 . ) ij ) ) :""', 1"- . . .....~.. '. ... " ~) . take aU material into and upon the Premises that may be required for the repairs or alterations above mentioned without the same constituting an eviction of Tenant in whole or in part, and the Rent reserved shall in no wise abate, except as otherwise provided in this Lease, while said repairs or alterations are being made. Landlord shall exercise its best efforts when acting pursuant to this Section 11 to minimize any inconvenience to Tenant, its employees, agents and invitees. 11.02 During the nine (9) months prior to the expiration of the term of this Lease, Landlord may, upon reasonable notice to Tenant, exhibit the Premises to prospective Tenants during business days and business hours, 11.03 Landlord shall have the right at any time without thereby creating an actual or constructive eviction or incurring any liability to Tenant therefore, to change the arrangement or location of entrances, passageways, doors, and doorways, corridors, stairs, toilets, and other like public service portions of the Building. Tenant shall at all times be provided with an entrance to the Premises. . 11.04 Except as may otherwise be provided in Sections 28.0 I and 28.02, Landlord shall have the right at any time to name the Building for any person(s) or tenant(s) and to change any and all such names at any time thereafter. Section 12 Laws. Ordinances. Reouirements Of Public Authorities 12.01 Tenant's Use of Premises. Tenant will not use or occupy the Premises, or permit any portion of the Premises to be used or occupied: (i) in violation of any law, ordinance, order, rule, regulation, certificme'of occupancy, or other governmental requirement; (ii) for any disreputable business or purpose; or (ui) in any manner or for any business or purpose that creates risks-(lf flreor-other hazards, or that would in any way violate, suspend, void, or increase the rate of fire or liability or any other insurance of any kind at any time carried by Landlord upon all onnypartofthe building in which the Premises are located or its contents. 12.02 Ttnant's Compliance with Laws. Except as provided by Section 12.03 below, Tenant shall comply with all laws, ordinances, orders, rules, regulations, and other governmental requirements (Including, without,limitation, the Americans with Disabilities Act of 1990, 42 USC Section 12101 et. seq.), and all rules, orders, regulations, and requirements of the board of fIre underwriters or insurance service office, or any other similar body, having jurisdiction over the Premises, relating to the use, condition, or occupancy of the Premises (excepting Building systems such as the HV AC System, water, electrical and the structural portions of Building). The cost of such compliance (including without limitation capital expenditures) will be borne by Tenant 12.03 Landlord's Compliance with Laws. Except as provided by Section 12.02 above, Landlord shall comply with all laws, ordinances, orders, rules, regulations, and other governmental requirements (including, without limitation, the Americans with Disabilities Act 14 '-I ) ~ J J <', '""4 ~) . of 1990,42 USC Section 12101 et. seq.), and all rules, orders, regulations, and requirements of the board of flTe underwriters or insurance service office, or any other similar body, having jurisdiction over the Building relating to the use, condition, or occupancy of the Building (including Building systems such as the HV AC System, water, electrical, structural ponions of Building within the Premises and the Building restrooms and lobby areas). The cost of such compliance (including without limitation capital expenditures) will be borne by Landlord. 12.04 Notices of Violations. If Landlord or Tenant receive notice of any violation of law, ordinance, rules, order, or regulation applicable to the Premises, it shall give prompt notice thereof to the other party. 12.06 OSHA. Landlord, at its expense, shall be responsible to comply with the Williams-Steiger Occupational Safety and Health Act of 1970, as amended ("OSHA")with respect to any area of :the Building (other than the Premises), or any facilities or services required to be maintained or furnished by Landlord. Notwithstanding the aforesaid, Tenant shall be responsible, at its expense, to correct or eliminate any notice of OSHA violation or non- compliance arising out of or in connection with the Premises, Tenant's use of the Premise3, design of Tenant's Improvements, or any subsequent modification or alteration to the Premises made by Tenant 12.07 Landlord's Warranties (i) Without limiting the aforesaid, Landlord represents and warrants to the best of its knowledge that (a) the Building is zoned in a manner that permits the use of the Premises for general office purposes; (b) all permits and approvals necessary for the use and operation of the Premises under applicable federal, state, or local laws, codes and regulations and private covenants or controls, if any, haye been unconditionally issued and remain in full force and effect; (c) all the Building systems (including, but not limited to, electrical, plumbing, and the HVAC System) are in good operating order as of the Commencement Date of this Lease; (d) the Building was constructed in accordance with all applicable federal, state, and local'laws;'-codes and regulations and private covenants or controls, if any; and (e) that there is no current violation or breach of any such laws, codes or regulations or covenants or controls with respect to the use, and that no event has occurred which, with the passage of tUne or the giving of notice or both, would constitute any breach or violation thereof. (ii) Landlord will not permit to 0= any release,.generation;,manufacture, storage, treatment, transportation, or disposal of Hazardous Substance" as, thatterm.is defIned in Subsection 12.09, on, in, under, or from the Building. Landlordwill promptly notify Tenant, if Landlord has or acquires notice or knowledge that any Hazardous Substance has been or is threatened to be released, generated, manufactured, stored, treated, transported, or disposed of, on, in, under, or from the Building, except with respect to such Hazardous Substances brought on the Premises by Tenant, its employees, agents or invitees. Except as set forth in Section l2.08(ii) below, if any Hazardous Substance is found on the Building, Landlord, at its own cost and expense, will immediately take such action as is necessary to detain the spread of and remove such Hazardous Substance to the complete satisfaction the appropriate governmental authorities. 1-5 ') ) ) ;1I!!Il;'~~1 ...;."'_..._.._~_.-. I J ~) 12.08 Tenant's Warranties. Without limiting the aforesaid, Tenani represents, warrants, and covenants to Landlord that: (i) Tenant and the Premises will remain in compliance with all applicable laws, ordinances, and regulations (including consent decrees and administrative orders) relating to public health and safety and protection of the environment, including those staMes, laws, regulations, and ordinances identified in Subsection 12.05, all as amended and modified from time to time (collectively, "Environmental Laws"). (ii) Tenant will not permit to occur any release, generation, manufacture, storage, treatment, transportation, or disposal of Hazardous Substance, as that t= is defIned in Subsection 12,04 (g), on, in, under, or from the Premises, Tenant will promptly notify Landlord, if Tenant has or acquires notice or knowledge that any Hazardous Substance has been or is threatened to be released, generated, manufactured, stored, treated, transported, or disposed of, on, in, under, or from the Premises, except with respect to such Hazardous Substances brought on the Premises by Landlord, its tenants (excepting Tenant), employees, agents or invitees. If a- ny Hazardous Substance is found on the Premises as a result of Tenant's occupancy or activities, Tenant, at its own cost and expense, will immediately take such action as is necessary. to detain the spread of and remove such Hazardous Substance to the complete satisfaction of Landlord and the appropriate governmental authorities, (iii) Tenant will immediately notify Landlord and provide copies upon receipt of all complaints, claims, citations, demands, inquiries, reports, or notices relating to the cOndition of the Premises or compliance with Environmental Laws, Tenant will promptly cure, and have dismissed with prejudice, any of the above actions and proceedings to the reasonable satisfaction of Landlord, provided that such proceeding or action arises out of (i) the use or presence upon the Premises by Tenant, its employees, agents or invitees, or (ii) Tenant's obligafions'urideriliis Lease. Tenant will keep the Premises free of any lien imposed pursuant to any Environmental Laws, provided that such lien arises out of (a) the use or presence upon the Premises'by'fenant, its employees, agents or invitees, or (b) Tenant's obligations under this Lease. (iv) Landlord will have the right at all reasonable times and from time to time to conduct environmental audits of the Premises, and Tenant will cooperate in theconduGtef those audits. The audits will be conducted by a consultant of Landlord's choosing,. and if any Hazardous Substance is detected as a result ofTenap,t's occupancy or activities, or if a violation of any of the warranties, representations, or covenants contained in this Section is discovered, the fees and expenses of such consultant will be borne by Tenant and will be paid as Additional Rent; 12.09 Definition of "Hazardous Substances". For purposes of this Lease, the term "Hazardous Substances" shall mean: (a) any oil, flammable substance, explosives, radioactive materials, hazardous waste or substances, toxic waste or substances or other waste materials, substances or pollutants which cause the Building or the Premises to be in violation of any applicable law, ordinance or governmental regulation; (b) asbestos in any form which is or could become friable, urea formaldehyde foam insulation, transformers or equipment which contain dielectric fluid containing levels of polychlorinated biphenyls or radon gas; (c) any chemical, material or substance defIned as or included in the defInition of "hazardous substances", 16 ~ , r ) j) ) ;>1".-1- ,__ -~ ] "hazardous "''aSte", "hazardous materials", "extremely hazardous waste", "restrictive hazardous' waste" or "toxic substances" or word of similar import by any agency or court or under any applicable local, state or federal law or u,nder the regulations adopted or publications promulgated pursuant thereto and including but not limited to the Comprehensive Environmental Response Compensation and Liability Act ("CERCLA"), 42 U.S.C. !i!i 9601, et seq" as amended; the Resource Conservation and Recovery Act, 42 U.S.C, SS 6901, et seq., as amended; the Hazardous Materials Transportation Act, 42 U.S,c. SS 1801, et seq. and the Federal Water Pollution Control Act, 32 U.S.C. !i!i 1251, et seq.; (d) any other material or substance exposure to which is prohibited, limited or regulated by governmental authority or which mayor could pose a hazard to the health and safety of the occupants of the Premises, the Building or any person coming upon the Premises or the Building; ( e) any other chemical, materials or stibstance which mayor could pose a hazard to the environment; and (f) nuclear or by-product materials as defIned by the Atomic Energy Act of 1954, U.S.C. SS 3011, et seq" as amended. 12.10 Asbestos Testing. Tenant shall have the right before or after the COOJIDencement Date to the Preltlises and COOJIDon areas of the Building tested for asbestos. In the event that asbestos used in the construction and repair of the Building is found in any form which exceed the "action level" established by OSHA, then Tenant shall have the right to require Landlord to remove the asbestos within a reasonable time. Section 13 Repairs 13.01 Except as specifically set forth in Section 13,02 below, Tenant shall take good care of the Premises and the fIxtures and appurtenances therein and at its sole cost and expense make all repairs thereto, in a good and workman like manner, as and when needed'topreserve them in good working order and conditiolL All damage or injury to the Premises and any property located therein (excepting damage to the Building, inS;luding the mechanical systems, the electrical systems, the central heating, ventilating, and air-conditioning system ("HV AC System"), the roof, the structural elements and the exterior elements of the Building)), 'shall be immediately and with due diligence repaired, restored, or replaced promptly by Tenant, at its sole cost and expense to the reasonable satisfaction of Landlord. Notwithstanding the aforesaid, in the event that such damage or destruction occurs in COOJIDon areas of the Building, or with respect to any Building system~includ.ing, but not limited to: the HV AC System, mechanical, electrical or struCtural, then Landlord shall repair, atthe sole cost and expense of Tenant. AIl aforesaid repairs, restorations, and replacements shall be in quality and class equal to the original work or installations and shall be done in a good and workmanlike manner. If Tenant fails to make such repairs, restorations, or replacements, same may be made by Landlord at expense of Tenant, and all sums so spent and expenses incurred by Landlord shall be collectible as Additional Rent and shall be paid by Tenant. 13.02 Landlord shall maintain and repair, in a good and workman like manner, the 'Building, including the HV AC System, the roof, structure and exterior elements of the Building, electrical and mechanical Building systems, and public and COOJIDon areas and facilities which Tenant has a right to use pursuant to this Lease in good working order and condition. Landlord shall enter into a "full maintenance contract" with a third party contractor to maintain the two (2) 1-7 ~~.---. ) \) ) 7.,,".< ~'I ......-.,...... , "" ')'_.._---_.._-----_....,....,._._--~------_...........----' , , Liebert cooling units installed in the Premises as part of the Initial Tenant Improvements. Tenant shall be responsible for reimbursing Landlord for the cost of such "full maintenance contract" for the Liebert cooling units. Provided that Tenant reimburses Landlord as aforesaid, then Landlord shall be responsible to maintain and repair the 2 Liebert cooling units. Landlord, at Landlord's expense, shall maintain all ceiling fi>.:tures, and furnish and install all replacement tubes for ceiling lights installed in the Premises. Tenant agrees to notify Landlord of the necessity of repairs of which Tenant may have knowledge, for which Landlord may be responsible under the provisions of this Section. Section 14 Alterations: Fixtures 14.01 Except as provided in Section 14,02, Tenant shall make no alterations, decorations, installations, addition, or improvements in or to the Premises or the electrical, plumbing, mechanical, or heating, ventilating and air-conditioning systems serving the Premises, including but not limited to, a water cooler, an air-conditioning or cooling system, mechanical or electrical equipment, or any unit or part thereof or other apparatus of like or other nature, without Landlord's prior consent, and then only by contractors or mechanics approved by Landlord. All such work, alterations, decorations, installations, additions, or improvements (including Tenant's work provided for in Section 14.02), shall be done at Tenant's sole expense and at such times and in such manner as Landlord may from time to time reasonably designate and in full compliance with all governmental bodies having jurisdiction thereover. If any mechanic's lien is f1led against the Premises or the Building for work claimed to have been done for, or materials claimed to have been furnished to Tenant (including Tenant's work provided for in Section 14.02), it shall be discharged or bonded over by Tenant within ten (10) business days thereafter, at Tenant's expense, by filing the bond required by law or payment or otherwise. In addition, Tenant shall defend, save, and hold Landlord harmless from any such mechanic's lien or claim, including, without limitation, Landlord's reasonable attorneys' fees, costs, and expenses. Landlord shall not be liable for any failure of any Building facilities or services arising out of or in connection with any alteration, decoration, installation, addition or improvement to the Premises, including, but not limited to, the heating, ventilating and air-conditioning installations, and/or additions by Tenant, and Tenant shall be responsible correct any such failure at its sole cost and expense. Upon Tenant's failure to correct same, Landlord may make. such correction and charge Tenant for the cost thereof, Such sum due Landlord shall be deemed Additional Rent and shall be paid by Tenant. 14.02 Tenant may make alterations, decorations, installations, additions or improvements to the Premises, provided that such work meets the following requirements: (i) Such work in no way affects or interferes with, or requires modification to, any Building system, including, but not limited to, the HV AC System, electrical, structural, or ' mechanical systems; (ii) Any such alteration, installation, addition, oi improvement is removed by , Tenant at the termination of this Lease, and the Premises returned to the condition which existed prior to such work, unless Tenant receives Landlord's prior approval to have such alteration, 1-8 ) J ;) .) ~;.-,,~! -, , I , ) addition or improvement remain after termination of this Lease (Tenant being responsible to reimburse Landlord for all of Landlord's expenses in reviewing any such requests); (ill) No change in zoning or zoning variance is required. Notwithstanding the provisions set forth in Section 14,02 (ii), Tenant shall have the right to repaint any painted walls or install or replace any floor carpeting (which shall not be affixed to th~ floor) or wall covering in the Premises that it deems necessary, without the requirement that such repainting or carpeting or wall covering be removed at the termination of this Lease. A1:J.y work done by Tenant pursuant to this Section 14.02 shall comply with the provisions of Sections 14.03(i), (ii), and (Ui), and Sections 14.05(iii), (v), (vi), (vii) and (viii). 14.03 Prior to commencing any Landlord approved work pursuant to the provisions of Section 14.01, Tenantshall furnish to Landlord: (i) Copies of all governmental permits and authorizations which may be required in connection with such work; (ii) A certificate evidencing that Tenant or Tenant's contractors have procured worker's compensation insurance in statutory limits covering all persons employed in connection with the work who might assert claims for death or bodily injury against Landlord, Tenant, or the Building; and (ill) Such additional personal injury and Premises damage insurance (over and above the insurance required to be carried by Tenant pursuantto the provision of Section 17.0 I) and general liability insurance (with completed operations 'endorsement) for any occurrence in or about the Building in such limits as Landlord may reasonably requir'ebecause of the nature of the work to be done by Tenant and with insurers.satisfactory to Landlord. 14.04 All alterations, decorations (including any repainting, recarpeting or wall covering as provided for in Section 14.02), installations, additions, or improvements upon the Premises, made by either party, including-a!l.,pane1ing,decoration, partitions, railing, m(".n.ninefloors, galleries, and the like, afflXed to the realty so that they cannot be removed without material damage, or for which Tenant has received a credit, shall, unless Landlord elects'Qtherwise, become the Premises of Landlord and shall remain upon, and be surrendered with, the Premises, as a part thereof, at the end ofthetenn or renewal terms, as the case may be.- Where furnished by or at the expense of Tenant (except where same is a replacement of an item tIreretofore furnished and paid for by Landlord or against which Tenant has received. a credit), all movable property (which for the purposes of this Lease shall mean all furniture, furnishings, and trade rIXtures (including desks, counters, cabinetry, movable partitions, shelving, computer, photocopy and word processing equipment and safes not afflXed to the realty so that they can be removed Without damage), shall remain the property of Tenant, shall be removed by Tenant on or before the expiration of the term or sooner termination thereof and, in case of damage by reason of their removal, Tenant shall repair any damage and restore the Premises to good order and condition, reasonable wear and tear excepted. In case Tenant shall decide not to remove any movable property, it shall notify Landlord not less than sixty (60) days prior to the expiration of the term of this Lease, specifying the items of movable property which it has decided not to remove. If, within thirty (30) days after the service of such notice, Landlord shall request Tenant to remove any of the said Tenant's movable property, and/or if Landlord shall elect, not less than thirty (30) w ~~ '" ~" - ) " ,) ) '''''"''''''"'""1 -,) days prior to the expiration of this Lease, to require the removal of Tenant's movable property referred to above, Tenant shall at its expense, at or before the expiration of the term of this Lease, remove said movable property, and in case of damage by reason of such removal, restore the Premises to goad order and condition, reasonable wear and tear excepted. 14.05 (i) Before proceeding with any alteration and/or addition, Tenant shall submit 'to Landlord three copies of detailed plans and specifications therefor, for Landlord's review and approval. In no event shall Tenant's alterations and/ or additions exceed any mechanical, electrical or structural system in the Building. (ii) Tenant shall promptly reimburse Landlord for'all reasonable expenses incurred by Landlord in connection with: (a) its decision and the decision of any mortgagee as to whether to approve the proposed alterations and/or additions; and (b) inspecting the alterations and/or additions to determine"whether the same are being or have been performed in accordance with the approved plans and specifications therefor and with all legal requirements and insurance requirements, including the fees and expenses of any attorney, architect, or engineer employed for such purpose. Landlord shall exercise its good faith efforts to obtain consents from any mortgagee if such alterations and/or additions require consent by or notice to the mortgagee, Tenant, notwithstanding anything to the contrary contalned in this Section, shall not proceecI with the same until such consent has been received, or such notice has been given, as the case may be, and all applicable conditions or additions for which consent has been received shall be performed in accordance with the approved plans and specifications therefor, and no changes thereto shall be made without the prior consent of Landlord. (iii) Tenant shall not install and make part of the Premises any materials, fIxtures, or articles which are subject to liens, chattel mortgages or security interests (as such term. is defined in the Uniform Co=ercial Code as then in effect in), but Tenant shall be permitted to lease normal office equipment, e.g. typewriters, computers, photocopy machines, and telex machines, which are not to be affixed into the PremiseS and 'which are necessarY for Tenant to conduct , business. (iv) No alterations and/or additions (except for any repainting, recarpeting or wall covering set forth in Section 14.02) shall be undertaken: (a) except under the supervision of a licensed architect or licensed professional engineer reasonably satisfactory to Landlord; and (b) except after at least thirty (30) days' prior notice. to Landlord. (v) All alterations and/or additions shall at all times comply with all legal requirements and insurance requirements and all rules and regulations (including any Landlord may adopt with respect to the making of any improvements) and shall be made at such times and in such manner as Landlord may from time to time direct Tenant, at its expense, shall: (a) obtain all necessary municipal and other governmental permits, authorizations, approvals, and , certificates for the prosecution of such alterations and/or improvements and for fInal approval thereof upon completion; (b) deliver three copies to Landlord; and (c) cause all alterations and/or improvements to be performed in a good and ftrSt-class workm.nli],:e manner, using new materials and equipment at least equal in quality to the original installations of the Building or the then standards for the Building established by Landlord. All alterations and/or additions shall be promptly co=enced and completed, and shall be performed in such manner so as not to :w , ) ~ ) ) "'~~!~ -~ I interfere with the occupancy of any ather Tenant, nor delay or impose any additional expense upon Landlord in the maintenance, clea..ung, repair, safety, management, or security of the Building (or the Building's equipment) or in the performance of any improvements. If any additional expense is incurred, Landlord may collect the same as Additional Rent from Tenant. Upon completion of Tenant's improvements, Tenant shall deliver a complete set of "As Built" drawings and plans to Landlord. No improvements shall involve the removal of any rJXtures, equipment, or other property in the Premises which are not Tenant's sole and exclusive property without Landlord's prior consent and unless they shall be promptly replaced, at Tenant's expense, with fJXtures, equipment, or other property of like utility and at least equal value (which thereupon shall become the property of Landlord). (vi) Tenant, at its sole expense, shall immediately procure the cancellation or discharge of all notices of violation arising from or otherwise connected with its alterations and/or additions which shall be issued by any public authority having or asserting jurisdiction. (vii) Only persons first approved by Landlord shall be permitted to act as contractor for any work to be performed in accordance with this Lease. Landlord reserves the right to exclude from the Building any person attempting to act as construction contractor in violation of . this Section. In the event Tenant shall employ any contractor permitted in this Section, such contractor or any subcontractor may have use of the Building equipment subject to the provisions of this Lease and the Rules and Regulations governing construction. Tenant will advise Landlord of the names of any such contractor and subcontractor Tenant proposes to use in the Premises at least thirty (30) days prior to the beginning of work by such contractor or subcontractor. (viii) Tenant agrees that it will not at any time prior to or during the term of this Lease, either directly or indirectly, employ or permit the employment of any contractor, mechanic, or laborer, or permit any materials in the Premises, if the use of such contractor, mechanic, or laborer or such materials would, in Landlord's reasonable opinion, create any work slowdown, sabotage, wild-cat strike, strike, or jurisdictional dispute with other contractors, mechanics, and/or laborers engaged by Tenant or Landlord or others, or would in any way disturb the peaceful and harmonious construction, maintenance, cleaning, repair, management, security, or operation of the Building or any part thereof or in any other building.owned by Landlord (or an affiliate of Landlord or co-venturer of Landlord). In the event of any interference or cOnflict, Tenant, upon demand of Landlord, shall cause all contractors, mechanics, or laborers, or all materials causing such interference, difficulty, or conflict, to leave or be removed from the Building immediately, and Tenant does hereby agree to defend, save, and hold Landlord harmless from any and all loss arising thereby, including, without limitation, any attorneys' fees and any claims made by contractors, mechanics, and/or laborers so precluded from having access to the Building. (ix) No approval by Landlord of any plans or specifications, consent by Landlord allowing Tenant to make any improvements, or any inspection of improvements made by or for Landlord shall in any way be deemed to be an agreement by Landlord that the contemplated improvements comply with any legal requirements or insurance requirements or the certificate of occupancy for the Building, nor shall it be deemed to be a waiver by Landlord of the compliance by Tenant of any provision of this Lease. 2-! T' ) ij) ) ,.1)l""'~b~" ') Section 15 Liability of Tenant In addition to any other provision set forth in this Lease and not in limitation thereto, Tenant agrees to indemnify, defend (with counsel reasonably acceptable to Landlord and at Tenants sole cost), and hold Landlord and Landlord's affiliates, shareholders, directors, officers, employees, and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, costs, judgments, suits, proceedings, damages (including consequential damages), disbursements, or expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim, or proceeding) that may at any time be imposed upon, incurred by, asserted, or awardC?d against Landlord or any of them in connection with or arising from or out of: (i) any acts, omissions, or negligence or misconduct of Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person; or (ii). any breach, violation, or nonperformance by Tenant or any person claiming under Tenant or the employees, agents, contractors, invitees, or visitors of Tenant or any such person of any term, covenant, or provision of this lease or any law, ordinance, or gover:nmental requirement of any kind; or (iii). except for loss of use of all or any portion of the Premises or the Building or Tenant's property located within the Premises or the Building that is proximately caused by or results proximately from the negligence of Landlord, any injury or damage to the person, property, or business of Ten ant, its employees, agents, contractors, invitees, visitors, or any other person entering upon the Premises or the Building'under the express or implied invitation of Tenant - ' , If any action or proceeding is brought against Landlord, its employees, or agents by reason of any such claim, Tenant (at Landlord's option), upon notice from Landlord, will defend the claim at Tenant's expense with counsel reasonably satisfactory to Landlord. Section 16 Liability Of Landlord 16.01 Landlord or Landlord's agents have made no representations or promises with respect to the Building, or the Premises except as herein expressly set forth, and no rights, easement, or licenses are acquired by Tenant by implication or otherwise except as expressly set forth in the provisions of this Lease. 16.02 Except as expressly stated in this Lease, the Lease and the obligation of Ten ant to pay Rent hereunder and perform all of the other covenants and agreements hereunder on the part of Tenant to be performed shall in no wise be affected, impaired, or excused becaLlSe Landlord is unable to fulfIll any of its obligations under this Lease, or to supply or is to make or is delayed in making any repairs, additions, alterations, or decorations, or is unable to supply or is delayed in supplying any equipment or fixtures, if Landlord is prevented or delayed from so doing by 22 ,""~ . .~~:. '. , I ,) ') reason of strike or labor trouble governmental pre-emption in connection with a national emergency or by reason of any rule, order, or regulation of any deparnnent or subdivision thereof of any government agency, or by reason of the conditions of supply and demand which have been or are affected by war or other emergency. .,) J -~_!"Wr' . ~I_ 16.03 Landlord Indemnification. In addition to any other provision set forth in this Lease and not in limitation thereto, Landlord agrees to indeomify, defend (with counsel reasonably acceptable to Tenant and at Landlord's sole cost), and hold Tenant and Tenant's affiliates, shareholders, directors, officers, employees, and agents free and harmless from and against all losses, liabilities, obligations, penalties, claims, litigation, demands, defenses, cOsts, judgments, suits, proceedings, damages (including consequential damages), disbursements, or expenses of any kind (including attorneys' and experts' fees and expenses and fees and expenses incurred in investigating, defending, or prosecuting any litigation, claim., or proceeding) that may at any time be imposed upon, incurred by, asserted, or awarded against Tenant or any of them in connection with or arising from or out of: . (i) any acts, omissions, or negligence or misconduct of Landlord or any person claiming under Landlord. or the employees, agents, contractors, invitees, or visitors of Landlord 0: any such person; or (ii) any breach, violation, or nonperformance by landlord or any person claiming under Landlord or the employees, agents, contractors, invitees, or visitors of Landlord or any such person of any term, covenant, or provision of this lease or any law, ordinance, or governmental requirement of any kind; or (iii) except for loss of use of all or any portion of the Premises or the Building or Tenant's property located within the Premises or the Building that is proximately caused by or results proximately from the negligence of Tenant, any injury or damage to the person, property, or business of Tenant, its employees, agents, contractors, invitees, visitors, or any other,person entering upon the Premises or the Building under the express or implied invitation of Tenant. If any action or proceeding is brought against Tenant, its employees, or agents by reason of any such claim, Landlord (at Tenant's option), upon notice from Tenant, will defend the claim at Landlord's expense with counsel reasonably satisfactory to Tenant. 16.04 Uniess such damage is caused by the negligence or misconduct of Landlord, its employees or its agents, Landlord and its agents shall not be liable for any damage to Premises of Tenant or of others entrusted to employees of the Building, nor for the loss of or damage to any Premises of Tenant by theft or otherwise. Landlord and its agents shall not be liable for any injury or damage to persons or Premises resulting from fire, explosion, falling plaster, steam, gas, electricity, water, rain or snow leaks from any part of the Building or from the pipes, appliances or plumbing works or from the roof, street or subsurface or from any other place or by dampness or by any other cause of whatsoever nature, unless caused by or due to the negligence or misconduct of Landlord, its agents, servants, or employeeS; nor sijall Landlord and its agents be liable for any such damage caused by other Tenants or persons in the Building or caused by operations in construction of any private, public, or quasi-public work. 2-3 . ") . J ) 'Tr_t., _j ) ) 16.05 Tenant shall look only and solely to the assets of Landlord and the rents and profits therefrom for the satisfaction of any right of Tenant arising out of this Lease or for the collection of judgment or other judicial process or arbitration award requiring the payment of money by Landlord, and no other property of Landlord's agents, incorporators, shareholders, employees, officers, directors, partners, agents, or affiliates shall be subject to levy, lien, execution, attachment, or other enforcement procedure for the satisfaction of Tenant's rights and remedies under or with respect to this Lease, the relationship of Landlord and Tenant hereunder or under law, Tenant's use and occupancy of the Premises, or any other liability of Landlord to Tenant Section 17 Insurance 17.01 Tenant'slnsurance. Tenant shall at all times during term of this Lease and any extensions thereof, maintain, at its awn cost and expense insurance of the following types and amounts. (i) Workers' Compensation insurance in statutory amounts. Employer's Liability insurance with limits of at least $1,000,000 each accident, $1,000,000 each employee and $1,000,000 policy limit; (ii) Automobile Liability insurance with a limit of not less than $5,000,000 combined single limit, bodily injury and/or property damage per occurrence; (iii) Public Liability insurance including contractual liability insurance, with a limit of not less than $5,000,000 combined single limit, bodily injury and/or propeny, damage arising out of bodily injuries to or death of all persons in anyone occurrence and for damage to or destruction of property, including the loss of use thereof, in anyone occurrence. In addition, said public liability policy shall also contain a separate sub limit for fire damage of at least $500,000 for anyone ftre; (iv) All Risk Property insurance covering personal property owned by Tenant, property in Tenant's care, custody and control, as well as leasehold improvements made by Tenant, in any amount not less than 100% of the full replacement cost thereof. Such insurance shall contain a waiver of subrogation against Landlord and shall name Landlord as Loss Payee as their interests may appear; and (v) Tenant shall carry or CaliSe its contractor to carry builder's risk insurance, completed value form, covering 'all physical loss of Tenant's personal property, in an amount reasonably satisfactory to and to specifIcally protect the Landlord and any mortgagee. 17.02 The insurance required pursuant to Section 17,01 shall be effected under standard form policies issued by insurers of recognized fmancial responsibility licensed to issue such policies in the Commonwealth of Pennsylvania. Failure to procure and maintain such insurance in force shall constitute an Event of Default Notwithstanding the aforesaid, Tenant shall have the right to self insure as to the insurance requirements set forth in Section 17.0for to carry such insurance on a "blanket policy". . 24 - " , . ,I, il ;;i , :1 " ,,' 'il 'Ii '!: !;~ 'r! ~ ) 'ii 11 " :::" '1',[ :':! .> , "~1.~I""""'" ) 17.03 The insurance required pursuant to Section 17.01 shall be enforceable by any legitimate claimant after the termination or cancellation of this Lease whether by expiration of time, by operation of law or otherwise, so long as the basis of the claim against the insurance company occurred during the periods of time for which such insurance was obtained. 17.04 Tenant shall furnish to Landlord certificates evidencing the insurance outlined in Sections 17.01(i), (ii), (iii) and (iv) at least thirty (30) days prior to commencement of this Lease and Landlord must be named as an additional insured under insurance outlined in Sections (ii) and (iii). 17.05 All insurance required by Section 17.01 must be endorsed to provide that the insurance company shall give thirty (30) days prior written notice to Landlord's Director- Insurance, 25A, 2001 Market Street, P.O. Box 41425, Philadelphia, PA 19101-1425, with a copy to the Landlord at the address set forth in Section 24, if the policies are to be terminated or if any changes are to be made in them during the Lease Term or Renewal Term which will reduce, in any way, the insurance requirements of this Lease. 17.06 Upon failure of Tenant to procure, maintain, and pay all premiums for insurance required pursuant to Section 17.01, Landlord may, at its option, do so, and Tenant agrees to pay the cost thereof to Landlord. 17.07 Tenant shall not do or permit to be done any act or thing in or upon the Premises which will invalidate or be in conflict with the certificate of occupancy or the terms of the State standard form of fIre, boiler, sprinkler, water damage, or other insurance policies covering the Building and the fJXtures and Premises; and Tenant shall, at its own expense, comply with all rules, orders; regulations, or requirements of the Board of Fire Underwriters or any other similar body having jurisdiction, and shall not knowingly do or permit anything to be done in or upon the Premises, or bring or keep anything therein, or use the Premises in a manner which increases the rate of rIre insurance upon the Building or on' any Premises or equipment located therein over the rate in effect on the Commencement Date of this Lease. 17.08 If, by reason of any failure of Tenant to comply with the provisions of this Lease, the rate of any insurance (with extended coverage) on the Building or on the Premises and equipment of Landlord or any other tenant or subtenant in the Building shall be highp.f,than it otherwise would be, Tenant shall reimburse Landlord and the ather tenantS in the Building for that part of the fIre, boiler, sprinkler, water damage, or other insurance premiums thereafter paid by Landlord which shall have been charged because of such failure by Tenant In any action or proceeding wherein the Landlord and Tenant are parties, a schedule or "make up' or rate for the Building or Premises issued by the Fire Insurance Exchange or other body making fIre insurance rates for said Premises, shall be conclusive evidence of the facts therein stated and of the several , items and charges in the rIre insurance rate then applicable to said Building or Premises. 17.09 Landlord' 5 Insurance. Landlord shall at all times during term of this Lease and any extensions thereof, maintain, at its own cost and expense insurance of the following types and amounts with an insurer of recognized responsibility licensed to issue such a,.policy in the Commonwealth of Pennsylvania. (i) All risk insurance upon the Building in the amount of its full replacement cost. Such insurance shall contain a waiver of subrogation against Tenant; and 2>5 'T" ) . ) } -'~~~, ) ---- ) (ii) Commercial general liability insurance with the broad form comprehensive liability endorsement or equivalent in the amount of Five Million Dollars ($5,000,000) combined single limit covering loss or liability in connection with bodily injury, death, property damage or destruction, occurring on or about the Building, which policy shall cancelable upon thirty (30) days prior notice to Tenant Notwithstanding the aforesaid, Landlord, at its election, at any time during the Lease Term or Renewal Term, may obtain the insurance required under this Section from Consolidated Rail Corporation ("Conrain under Conrail's self insurance program. Landlord shall provide Tenant with a letter from Consolidated Rail Corporation ("Conrail") indicting that Conrail is insuring such risks as provided under this Section. 17.10 At least,five (5) days prior to the Commencement Date, Landlord shall deliver to Tenant a certificate of insurance evidencing each such policy required under Section 17.09, and at least thirty (30) days before such policy expires, Landlord shall deliver to Tenant a certificate evidencing the replacement policy therefore. Section 18 Damal!"e Bv Fire Or Other Cause 18.01 If the Premises or any portion of the Building shall be partially damaged by fire or other cause, then notwithstanding anything to the contrary contained in this Lease, the damage shall be repaired by and at the expense of Landlord (other than Tenant improvements made pursuant to Sections 14.02 and 14.03 and Tenant's personal property, for which Tenant shall be responsible to repair and/or replace at its sole cost and expense), and until such repairs shall be completed, the Base Rent shall be apportioned according to the part of the Premises which is usable by Tenant until Landlord substantially completes its repairs. But if partial damage is due to the actions of, or the fault, failure or negligence of Tenant, and its officers, employ.ees,.agents, contractors, or invitees, there shall be no apportionment or abatement of Base Rent No penalty shall accrue for reasonable delay which may arise by reason of adjustment of insurance onthe part of the Landlord, or for reasonable delay on account of "labor troubles," or for acts of God, or any other cause beyond Landlord's contro~ or any combination thereof. If the Premises are totally or substantially damaged or are rendered wholly or substantially untenantable by fire or other canse, and if (i) Landlord shall decide not to restore or not to rebuild the same, or (ii) if the Building shall be so damaged that Landlord shall decide to demolish it or to rebuild it (whether , or not the Premises have been damaged), then, or in any of such events, Landlord may, within . thirty (30) days after such causality ("Landlord's Election Period''), give Tenant a notice of such decision, and thereupon, the term of this Lease shall expire after such notice is received, and Tenant shall vacate the Premises and surrender the same to Landlord. If: (a) Landlord does not exercise its right to terminate this Lease, (b) Tenant was not in default as of the date of the 'casualty, and (c) the reasonable estimated period to rebuild the Premises exceeds 120 days, then Tenant shall have the option of terminating this Lease upon notice to Landlord within fifteen "(15) days from the from the expiration of Landlord's Election Period. If Tenant shall not be in default under this Lease, then upon the termination of this Lease under the conditions provided for in the two (2) immediately preceding sentences, then Tenant's liability for Base Rent shall cease as of the day following the casualty. If the damage or destruction be due to the fault or 26 , - ~ - -~~ ~.~- .) ) } ~-, , ! neglect of Tenant, the debris shall be removed by, and at the expense of Tenant. Notwithstanding anything to the contrary set forth above, in the event that the period of time for Landlord's restoration or repair of the Building pursuant to this Section 18.01 exceeds 210 days, then Tenant shall have the option to terminate this Lease. Tenant's shall exercise its right of . termination by giving notice to Landlord within twenty (20) days of the expiration of said 210 day period. 18.02 No damage, compensation, 0, claims shall be payable by Landlord for inconvenience, loss of business, or annoyance arising from any repair or restoration of any portion of the Premises or of the Building. Landlord shall use its best efforts to effect such repairs promptly and in such a manner as not unreasonably to interfere with Tenant's occupancy. 18.03 If more than 25% of the Premises or a substantial portion of the Building shall be damaged by fire or other casualty during the last two (2) years of the then current term of this Lease, then Landlord or Tenant may, upon ninety (90) days notice to the other party, cancel and terminate this Lease as of the date set forth in such notice, as if ~.uch date were the stated, Expiration Date of this Lease, and Landlord shall have no duty to repair and/or restore the Premises, Tenant shall not have the option of terminating this Lease pursuant to this Section if such damage was due to the actions of, or the fault, failure or negligence of Tenant, its officers, employees, agents, contractors and invitees. Section 19 Condemnation 19.01 In the event that the whole of the Premises shall be condemned or taken in any manner for any public or quasi-public use, or the Premises is condemned for a temporary period of one (I) year or longer, this Lease and the term and estate hereby granted shall cease and terminate as of the date of vesting of title. In the event that only a part ,of the Premises shall be so condemned or taken, then, effective as of the date of vesting of title, the Rent hereunder for such part shall be equitably abated, and this Lease shall continue as to such part not so taken. In the event that only a part of the Building shall be so condemned or taken, then: (i) if substantial structUral alteration or reconstruction of the Building shall, in the reasonable opinion of Landlord, be necessary or appropriate as a result of such condemnation or taking (whether or not the Premises be affected), Landlord may, at its option, terminate this Lease and the term and estate hereby granted as of the date of such vesting of title by notifying Tenant of such termination within sixty (60) days following the date on which Landlord shall have received notice of vesting of title; or (ii) if Landlord does not elect to terminate this Lease, as aforesaid, this Lease shall be and remain unaffected by such condemnation or taking, except that the Rent shall be abated to the extent, if any, hereinbefore provided. In the event that only a part of the , Premises shall be so condemned or taken and this Lease and the terms and estate hereby granted , are not terminated as hereinbefore provided, Landlord will, at its expense, restore with reasonable diligence the remaining structural portions of the Premises as nearly as practicable to the same condition as it was in prior to such condemnation or taking. Landlord shall notify Tenant of its receipt of any condemnation affecting the Premises. Furthermore, in the event that a part of the parking lot or Premises shall be so condemned or taken, and in Tenant's reasonable opinion such condemnation or taking materially interferes with Tenant's use of the Premises, 2,.7 - ~" . ~~ - ~ ) . .) J ""-'''9'SI''''''" ) then Tenant shall have the right to terminate this Lease as of the date of such condemnation which shall be exercised within thirty (30) days of Ten ant's receipt of notice of such condemnation or taking. 19.02 In the event of termination in any of the cases hereinabove provided, this Lease and the term and estate hereby granted shall expire as of the date of such termination with the same effect as if that were the date hereinbefore set for the expiration of the term of this Lease, and the Rent hereunder shall be apportioned as of such date. 19.03 In the event of any condemnation or taking hereinabove mentioned of all or a part of the Building, Landlord shall be entitled to receive the entire award in the condemnation proceeding, including any award made for the value of the estate vested by this Lease in Tenant, and Tenant hereby expressly assigns to Landlord any and all right, title, and interest of Tenant, now or hereafter arismg in or to any such award or any part thereof, and Tenant shall be entitled to receive no part of such award. Tenant shall have no claim for the value of any unexpired term of this Lease. Teoant shall be entitled to make a claim for compensation from the condemnor to the extent that such claim does, not in any way, reduce the amount of the award that is otherwise payable to Landlord pursuant to the terms of this Section. 19.04 Ifmore than 15% of the Premises shall be taken in condemnation during the last two (2) years of the term of this Lease, Landlord or Tenant may give the other party a ninety (90) day notice to be exercised within thirty (30) days of notification of such taking, terminating this Lease as if the date set forth in the notice. Section 20 Defaults and Remedies: Waiver of Redemption. 20.01 Events of Defaults. If during the term of this Lease or any renewals thereto, any one or more of the following acts or occurrences. (anyone of such occurrences. oFacts' being hereinafter called an "Event of Default") shall happen: (i) Tenant shall default in making the payment of any installment of Base Rent or Additional Rent or default in any other way curable by the payment of money, as and when the same shall be due and payable, and such default shall continue for a period of five (5) days after notice thereof from Landlord to Tenant; or (ii) If Tenant assigns this Lease or sublets the Premises without Landlord's consent, if required by Section 9; or (ui) Tenant shall file a voluntary petition in bankruptcy or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, Composition, readjustment, liquidation, dissolution or similar relief under any present or future bankruptcy or other applicable law, or make an assignment for the benefit of its creditors, or shall seek or consent to or acquiesce in the appointment of any trustee, receiver, custodian or liquidator of Tenant or of all or any substantial portion of its assets; or (iv) Ifwithin sixty (60) days after the flling of an involuntary petition in bankruptcy against Tenant or the co=encement of any proceeding against Tenant seeking any reorganization, composition, readjustmeot, liquidation, dissolution or similar relief under any 28 .. ) ~) ) """""!""!!'1"1111" .~--." \ ..-- ! present or future bankruptcy or other applicable law, such proceeding shall not have been dis- missed; or if, within siXty (60) days after the appointment (without the consent or acquiescence of Tenant) of any trustee, receiver, custodian or liquidator of Tenant, or of all or any substantial part of the properties of Tenant or of all or any part of the Premises, such appointment shall not have been vacated or stayed on appeal or otherwise discharged; or if, within sixty (60) days after the expiration of any such stay, such appointment shall not have been vacated; or if within siXty (60) days after the taking of possession (without the consent or acquiescence of Tenant) of the Premises of Tenant by any governmental office or agency pursuant to statutory authority for the dissolution or liquidation of Tenant, such taking shall not have been vacated or stayed on appeal or otherwise discharged; or (v) Tenant shall default in the strict observance or performance of or compliance with any of the other covenants, agreements, terms or conditions of this Lease to be observed or performed by Tenant (other than any default specifically referred to in this Section 20.01), and such default shall continue for a period of thirty (30) days after notice thereof from Landlord to Tenant (except for an Event or'Default as set forth in Sections 20m (ill), and (iv), for which Landlord will not be required to give Tenant any notice and may exercise its remedies as set forth in Section 21) or, in the case of a default which cannot with due diligence be cured within thirty (30) days, Tenant shall fail to connence within said period of thirty (30) days, or shall fail to thereafter diligently prosecute to completion, all steps necessary to remedy such default (it being intended that as to a default not susceptible of being cured with due diligence within thirty (30) days, the time within which such default may be cured shall be extended for such period as may be reasonably necessary to permit the same to be cured with all due diligence; then, upon the occurrence of anyone or more of such Events of Default, Landlor>l may exercise the rights set forth in Section 21 of this Lease, or otherwise provided at law or in equity. 20.02 Notwithstanding any provisions of this Lease permitting Tenant to cure an Event , ' of Default, if an Event of Default (regardless of type) occurs more than two (2) times within any twelve (12) month period, then, notwithstanding that each such Event of Default shall have been cured, upon any further occurrence of any subsequent Event of Default within said twelve (12) month period, Landlord may exercise the remedies provided herein or at law or in equity upon the expiration of a cure period which shall not exceed fIfteen (15) days. Section 21 Landlord's Ri!!hts UDon Tenant's Default 21.01 If any Event of Default occurs, Landlord may, notwithstanding the fact that Landlord may have other remedies hereunder or at law or in equity, by notice to Tenant, designate a date, not less than five (5) days after the giving of such notice, on which this Lease shall terminate; and thereupon, on such date the lease term and the estate hereby granted shall expire and terminate with the same force and effect as if the date specified in such notice was the Expiration Date, and all rights of Ten ant in and to the Premises hereunder shall terminate but Tenant shall remain liable as provided in this Lease, and Landlord shall have the .right to, at itS option, remove all persons, and remove and use goods, fixtures and chattels from the Premises without liability or damages to Tenant :w , , .. ") i ) j >'~.~~1 , .-, ) 21.02 If this Lease is terminated as provided in Section 21.01, or as permitted by law, Tenant shall peaceably quit and surrender the Premises to Landlord, and Landlord may, without further notice, enter upon, re-enter, possess and repossess the same by summary proceedings, ejectment or other legal proceeding, and in any such event neither Tenant nor any person claiming through or under Tenant by virtUe of any law or an order of any court shall be entitled to ,possession or to remain in possession of the Premises but shall forthwith quit and surrender the Premises. Landlord at its option shall, notwithstanding any other provision of this Lease, be entitled to recover from Tenant as and for damages either: (i) an amount equal to the Present Value of all Base Rent and Additional Rent (conclusively presuming the Additional Rent to be the same as was payable for the calendar year immediately preceding such termination) reserved hereunder for the unexpired portion of the lease term, less an amount equal to the Present Value of the reasonable rental value of the Premises or portion thereof for the balance of the lease term after deducting from said rental value all costs and expenses which Landlord would incur in connection with the termination of this Lease and the reletting of the Premises or portion thereof (including, but not limited to, brokerage commissions, Tenant improvement costs, attorneys' fees and disbursements, rent concessions and all other related costs and expenses); or (ii) amounts equal to the Base Rent and Additional Rent (as presumed above) which would have been payable by Tenant had this Lease not been terminated, or had Landlord not re-entered the Premises, payable on the date that such payments would have otherwise been payable following such termination and until the Expiration Date. Landlord shall attempt to relet the Premises. However, if Landlord shall relet the Premises during said period, Landlord shall credit Tenant with the net rents received by Landlord from such reletting, such ,net rents to be determined by rust deducting from the gross rents as and when received by Landlord, the costs and expenses incurred or paid by Landlord from such reletting, including,without limitation, expenses incurred or paid by Landlord in terminating this Lease or in re-entering the Premises and in securing possession thereof, as well as the expenses of reletting(including altering and preparing the Premises for new Tenants and brokers' commissions). It is understood that any such reletting may be for a period shorter or longer than the remaining lease term, but in no event shall Tenant be entitled to receive any excess of such net rents over the sums payable by Tenant to Landlord hereunder, nor shall Tenant be entitled in any suit for the collection of damages pursuant to this Subsection to a credit with respect of any net rents from a reletting, except to the extent that such net rents are actually received by Landlord. Suit or suits for the recovery of such damages, or any installments of such damages, may be brought by Landlord from time to time at its election, and nothing contained herein shall be deemed to require Landlord to postpone suit until the date when the term. of this Lease would have expired if it had not been so terminated under the provisions of Section 21.03, or under any provision of law, or had Landlord not re-entered the Premises. 21.03 Nothing herein contained shall be construed to limit or preclude recovery by Landlord against Tenant of any sums or damages to which, iD. addition to the daJ!!ages partic- ularly provided above, Landlord may lawfully be entitled by reason of any default hereunder on the part of Tenanl Tenant shall be responsible for all consequential damages to Landlord as a result of Tenant's failure to surrender the Premises in accordance with this Lease. Nothing set 30 , ~ ) .J ;::1 ) " forth herein shall limit or prejudice the right of Landlord, in any bankruptcy or reorganization or insolvency proceeding, to prove for and obtain as damages by reason of such termination an amount equal to the maximum allowed by any bankruptcy or reorganization or insolvency pro- ceedings, or to obtain as damages by reason of such termination, an amount equal to the maximum allowed by any statute or rule of law whether such amount shall be greater, equal to, or less than any of the sums referred to in Section 21.02. 21.04 Landlord may retain, as a credit against the damages herein provided for, any Rent or monies received by it from Tenant or others on behalf of Tenant. 21.05 In the event Tenant has not removed its personalty and any improvements after the expiration qr earlier termination of this Lease, Landlord shall have the right, as agent for Tenant, to take possession of such personalty and improvements and, at Landlord's option, use or sell (in a commercially reasonable manner) the same at any private or public sale and apply the proceeds to any amount due Landlord. Tenant waives any right to notice of execution or levy in connection therewith. 21.06 If Tenant shall default in the keeping, observance or performance of any covenant, agreement, term, provision or condition herein contained beyond any applicable cure period, Landiord, without thereby waiving such default, may perform the same for the account and at the expense of Tenant (i) immediately or at any time thereafter and without notice in the case of emergency or in case such default will result in a violation of any law, rule or regulation .of any governmental authority or any insurance policy maintained by Landlord, and (ii) in any other case if such default continues for a period of thirty (30) days after the Landlord!snotice to Tenant of Landlord's intention to perform the same. All costs and expenses incurred by Landlord in connection with any such performance by it for the account of T eoant and also all costs and expenses, including, without limitation attorneys' fees incurred by Landlord in any action or proceeding (including any summary dispossess proceeding) brought by.Landlord to enforce any obligation of Tenant under this Lease and/or right of Landlord in or to the Premises, shall be paid by Tenant to Landlord. 21.07 For the purpose of this Section, "Present Value" shall be calculated using the "prime rate" of interest in effect at the Chase Manhattan Bank, N,A., New York, New Y ork (or if said bank is no longer publishes such rate, such other the rate charge by another bank reasonably selected by Landlord), on the date of the' termination of the Lease.' 21.08 For the purposes of any suit brought by Landlord this Lease shall be construed to be a divisible contract, to the end that successive actions may be maintained on this Lease as successive periodic sums mature hereunder. Section 22 Surrender or Premises Upon the expiration or other termination of the term of this Lease, Tenant shall quit and surrender the Premises in good order and condition, ordinary wear and tear and damage by fire or other casualty, the elements, and any cause beyond Tenant's control excepted;' and shall ) remove all its property therefrom, except as otherwise provided in this Lease. ..~-- }.] .. ,~ -""-- ') Section 23 Definition Of Landlord The term "Landlord, Ol wherever used in this Lease, shall be limited to mean and include only the owner or owners, at the time in question, of the Building, or a mortgagee in possession, who, in the event of any sale, assignment, or transfer of the Building, shall thereupon be released and discharged from all covenants, conditions, and agreements of Landlord hereunder arising subsequent to the date of any such sale assignment or transfer; but such covenants, conditions, and agreements shall be binding upon each new owner, or mortgagee in possession for the time being of the Building, until sold, assigned, or transferred. Section 24 Notices Every notice, approval, consent, or other communication desired or required under this AgreemeIlt sh.all be effective only if the same shall be in writing and sent postage prepaid by overnight courier or United States registered or certified mail return receipt requested (or a similar mail service available at the time), directed to the other party at its address set forth below, or such other address as either party may designate by notice given from time to time in accordance with this Section. Notice sh.all be effective upon the earlier of receipt or three (3) business clays after mailing. If to Landlord: CRC Properties Inc. 2001 MaIket Street - 7B Philadelphia, PA 19101-1407 L) Attn: Director - Office Space If to Tenant: MC051 United States Fidelity and Guaranty Company Attention: Administration Department, Real Estate Service Delivery Address: P.O. Box 1138 Baltimore, MD 21203-1138 Mailing Address: 5801 Smith Avenue 5th Floor, McAnley Hall Baltimore, MD 21209 ) With a copy to: TW3201 United States Fidelity and Guaranty Company Attention: Real Estate Counsel, Legal Department Mailing Address: ~ ) . ) ) -"~- P.O. Box 1138 Baltimore, MD 21203-1138 Delivery Address: 100 Light Street 32nd Floor Baltimore, MD 21202 Telephone Notice pur.roant to Section 11.01 only: Mary Boisvert (717)-231-7303 Section 25 Rules And Rel!ulations 25.01 Tenant, its servants, employees, agents, visitors, and licensees shall observe faithfully and comply strictly with the rules and regulations attached hereto as Exhibit B. Landlord shall have the right from time to time during the terms of this Lease to make reasonable changes in and additions to the said Rules and Regulations with the same force and effect as if they were originally attached hereto and incorporated herein provided that such changes in and additions to said Rules and Regulations do not materially and adversely affect Tenant's rights and obligations under this Lease. Said Rules and Regulations will be subject to the following; (i) The Rules and Regulations mliSt,beapplied and. enforced in a uniform manner; and (ii) if any rule or regulation shall conflict with the terms set forth in the body of this Lease, then the terms set forth in the body of this Lease shall govern. 25.02 Any failure by Landlord to enforce any Rules and Regulations now or hereafter in effect, either against Tenant or any.other tenant,inthe.Builrling,shall not constitute.awaiverof the enforceability of any such Rules and Regulations. Section 26 Broker The Tenant warrants and represents that the only brokers with whom it has dealt in this transaction are Commercial Industrial Reality Company and CB Commercial Real Estate Group, Inc. Tenant agrees to defend, save, and hold Landlord harmless from any claims for fees and commissions, and against any liability (including reasonable attorneys' fees) by reason of ' Tenant's breach of such representation and warranty. Landlord agrees to pay the brokerage commission with respect to Commercial Industrial Reality Company and CB Commercial Real Estate Group, Inc. , in accordance with separate agreements. Section 27 Successors and Assil!ns The covenants, conditions, and agreements contained in this Lease shall bind and insure to the benefit of the parties hereto and their respective heirs, legal representatives, successors, J;; '\ } ) .) ~ ) -, ) and, except as othelWise provided herein, their assigns. Section 28 Si~ns 28.01 Except as set forth in Section 28.02 below, without Landlord's prior consent, Tenant will not attach any sign on any part of the outside of the Premises or the Building, or on any part of the inside of the Premises that is visible outside the Premises, or in the halls, lobbies, windows, or elevator banks of the Building. Permitted signs will comply with the requirements of the governmental authorities having jurisdiction aver the Building. At its expense, Tenant will maintain all its signs and will, at the end of this Lease and at its expense, remove all of its signs and repair any damage caused by their removal. If Tenant fails to remove any sign at the end of this Lease, Landlord may remove such sign without notice to Tenant and at Tenant's expense. Landlord may name the Building and change the name, number, or designation of the Building provided that the Building shall not be named for Tenant, or any insurance company or fmancial products company. Tenant will not use the name of the Building for any purpose other than the address of the Building. Landlord will provide at its expense, (i) a standard building and entrance door signage, (ii) a multi-tenanted monument sign at the entrance to the property, and (iii) a directory in a conspicuous place in the Building with names of Tenants of the Building. Tenant will be given one line on the Building directory. Landlord will also provide one suite identification sign adjacent to the main entry door of the Premises in Landlord's standard form. Tenant will pay Landlord's reasonable charges for changing the directory listing and identification sign at Tenant's request. 28.02, Tenant shall have the right to install an exterior sign of approximately one-half of the size of the "Conrail" sign located on the south side of the Building ("Tenant's External Sign"), subject to the following: (i) Tenant shall comply with Sections 14.03 (i), (ii), and (iii), and Section 14.05 (i), (iii), (v), (vi), (vii) and (viii) with respect to the installation or removal of the External Sign; (ii) Tenant shall be responsible to maintain the External Sign in accordance with the provisions of Section 13.01; and (iii) Tenant, at its sole cost and expense, shall remove the External Sign prior to the termination of this Lease and repair any damage to the Building to Landlord's reasonable satisfaction. ' Section 29 Holdine: Over Should Tenant hold over in possession of the Premises or any portion thereof after the expiration of the term of this Lease or sooner termination as provided by this Lease without the execution ofa new lease agreement or renewal agreement, Tenant, at the option of Landlord, shall be deemed to be occupying the entire Premises from month-to-month, subject to such occupancy being terminated by either party upon thirty (30) days notice to the other party, at a monthly rental equal to 100 % of Base Rent due for the month immediately preceding the termination of this Lease for the fIrst fIfteen (15) days of the holdover period, and thereafter, at a rate equal to 150% of Base Rent, and othelWise subject to all the other terms, covenants, 34 " ) ,'--- -(If ~, \,) ') obligations and conditions of this Lease insofar as the same may be applicable to a month~to- month tenancy, including the payment of all Additional Rent as defined in this Lease. The. acceptance of Rent by Landlord shall not be evidence that Landlord has exercised its option to treat Tenant as a holdover tenant pursuant to the option set forth above. Section 30 Ouiet Eniovment So long a Tenant shall not be in default under the terms, covenants and conditions set forth in this Lease, Landlord hereby covenants that Tenant shall peaceably and quietly hold and enjoy the Premises throughout the Lease Term and Renewal Term (if applicable) without interruption or hindrance from Landlord, or any person claiming by, through, or under Landlord, or any person claiming by superior title to Landlord. Landlord shall use reasonable efforts to eliminate any nuisance, unreasonable disturbance or danger from other tenants in the Building. Landlord represents to the best of its knowledge, that there is no matter of title of record or in fact, affecting the Premises that would conflict wit Tenant's rights under this Lease, and that the performance by Landlord of its obligations under this Lease shall not result in the breach by Landlord of any agreement binding upon Landlord or the Premises. - ) Section 31 Approvals Except as otherwise specifically set forth in this Lease, neither party shall unreasonably withhold or delay any consent or approval which the other party by the terms of this Lease is required to obtain from the party whose consent or approval is sought. .) Section 31 Miscellaneous 31.01 Tenant waives the right to trial by jury in any summary proceedingthatlIl-ay hereafter be instituted against it or in any action that may be brought hereunder, provided such waiver is not prohibited by law, 31.02 The failure of either party hereto to seek redress for violation of, or.-toinsistupon the strict performance of, any covenantor condition bf'this Lease, or any of the R.llles and Regulations, shall not prevent a subsequent act, which would have originally constituted a violation, from having all the for~e and effect of an original violation. The delivery of keys to any employee of Landlord or of Landlord's agent shall not operate as a termination of this Lease or a surrender of the Premises. In the event that Tenant at any time desires to have Landlord sublet the Premises, Landlord or Landlord's agents are authorized to receive said keys for such purpose without releasing Tenant from any of the obligations under this Lease. The receipt or acceptance by Landlord of Rent with knowledge of the breach of any covenant of this Lease shall not be deemed a waiver of such breach. No provision of this Lease shall be deemed to have been waived by either party hereto unless such waiver be in writing signed by the waiving party. No payment by Tenant or receipt by Landlord of a lesser amount than the Rent required' to be paid shall be deemed to be other than on account of the earliest such Rent, nor shall any endorsement or statement on any check or any letter accompanying any check or payment as 3-5 "--' . . ) I) ) '~""'l'F-'-1- , -', I ') Rent be deemed an accord and satisfaction, and Landlord may accept such check or payment Without prejudice to Landlord's right to recover the balance of such Rent or pursue any other remedy provided in this Lease, 31.03 This Lease, with its schedules and annexes, contains the entire agreement between Landlord and Tenant, and any agreement hereafter made between Landlord and Tenant shall be ineffective to change, modify, waive, release, discharge, terminate, or effect an abandonment of this Lease, in whole or in part, unless such agreement is signed by the party to be charged. This Lease may not be orally waived, terminated, changed, or modified. 31.04 The captions of in this Lease and Index are inserted only as a convenience and for reference, and they in no way defme, limit, or describe the scope of this Lease or the intent of any provision thereof. References to Sections are to those in this Lease unless otherwise noted. 31.05 If any term, covenant, condition, or provision of this Lease or the application thereof to any circumstance or to any person, finn, or corporation shall be invalid or unentorceable to any extent, the remaining terms, covenants, conditions, and provisions of this Lease or the application thereof to any circumstances or to any person, firm, or corporation other than those as to which any term, covenant, condition, or provision is held invalid or unenforceable, shall not be affected thereby, and each remaining term, covenant, condition, and provision of this Lease shall be valid and shall be enforceable to the fullest extent permitted by law. 31.06 This Lease is submitted to Tenant on the understanding that it shall not be . considered an offer and shall not bind either party in any way until (i) Tenant has duly executed and delivered duplicate originals to Landlord, and (ii) Landlord has executed and unconditionally delivered one of said originals to Tenant. 31.07 This Lease shall not be strictly construed either against Landlord or Tenant. 31.08 All obligations of Landlord and Tenant occurring prior to the date-ofthisLease, shall serve such termination. 31.09 In the even of any action or proceeding brought by either party against the other under this Lease, the prevailing party shall be entitled to recover its attorneys' fees,.~ ,all.other expenses incurred in such action or proceeding in such amounts as the court may adjudge . reasonable. . 36 - ~ lO_k." ., ) M ) ) n~ ) ) 31.10 Upon termination of this Lease, Tenant shall return the Premises and all improvements which are allowed to remain after the termination of this Lease in good condition and repair, reasonable wear and tear and damage due to casualty (which Landlord is obligated to repair pursuant to the terms of this Lease) excepted. IN WITNESS WHEREOF, Landlord and Tenant have respectively signed and sealed this Lease as of the date ftrst above written. ATl'EST: ..By: Title: -r.Yl~1 B;:#pf 'fitle: Co ;7"Y-co re.. t.... / G~ 7--; Title: I , -.,,, 3-7 .~-, ) ~ ) 2ND FLOOR EXHIBIT A (THE "PREMISES") 260SINTERSTATEDRIVE HARRISBURG,PA J "...,. @) "...,. "...,. @ "...,. ~ I ~ ~ ~ ft) ~ "+b I ~ I ~ ~ I I I ~ (;) ~ I , , ~ ) I ~ , , , ~ I I I .'-O""'f"<li<"""""""'1~"'r - , ~ ') ~) ) -"':"''''''''''''1-- ) ) EXHIBIT B RULES AND REGULA nONS FOR THE BUILDING I. Landlord may from time to time adopt appropriate systems and procedures for the security or safety of the Building, any persons occupying, using, or entering the Building, or any equipment, fmishings, or contents of the Building, and Tenant will comply with Landlord's reasonable requirements relative to such systems and procedures. 2. The sidewalks, halls, passages, exits, entrances, elevators, and stairways of the Building will not be obstructed by any tenants or used by any of them for any purpose other than for ingress to and egress from their respective premises. The halls, passages, exits, entrances, elevators, escalators, 'and stairways are not far the general public, -and Landlord will in all cases retain the right to control and prevent access to such halls, passages, exits, entrances, elevators, and stairways of all persons whose pr~ence in the reasonable judgment of Landlord would be prejudicial to the safety, character, reputation, and interests of the Building and its tenants, provided that nothing contained in these rules and regulations will be construed to prevent such access to persons with whom any tenant normally deals in the ordinary course of its business, unless such persons are engaged in illegal activities. No teIiant and no employee or invitee of any tenant will go upon the roof of the Building, except such roof or portion of such roof-as may be contiguous to the premises of a particular tenant and may be designated in writing by Landlord as a roof deck or roof garden area. No tenant will be permitted to place or install any object (including without limitation radio and television antenna, loud speakers, sound amplifiers, inicrowave dishes. solar devices, or similar devices) on the exterior of the Building or on the roof of the Building. 3. E)[cept as provided in the Lease, no sign, placard, picture, name, advertisement, or notice visible from the exterior of Tenant's premises will be inscribed, painted, afflXed, or otherwise displayed by Tenant on any part of the Building or the premises without the prior written consent of Landlord. Landlord will adopt and furnish to Tenant general guidelines relating to signs inside the Building on the office floors. Tenant agrees to conform to such guidelines, All approved signs or lettering on doors will be printed, painted, ~ed. or inscribed at the expense of the Tenant by a person approved by Landlord. Other than draperies expressly permitted by Landlord and Building standard mini-blinds, material visible from outside the Building will not be permitted. In the event of the violation of this rule by Tenant, Landlord may remove the violating items without any liability, and may charge the expense incurred by such removal to the tenant or tenants violating this rule, . 4. Other than draperies expressly permitted by Landlord and Building standard mini-blinds, no curtains, draperies, blinds, shutters, shades, screens or other coverings, hangings or decorations will be attached to, hung or placed in, or used in connection with any window of the Building or the premises. 5. The sashes, sash doors, skylights, windows, heating, ventilating and air conditioning vents, and doors that reflect or admit light and air into the halls, passageways, or ") ~ ) ) "'"'"-1' ') / >> other public places in the Building will not be covered or obstructed by any tenant, nor will any battles, parcels, or other articles be placed on any window sills, 6, No showcases or other articles will be put in front of or affixed to any part of the exterior of the Building, nor placed in the public halls, corridors, or vestibules without the prior written consent of Landlord. 7. No tenant will occupy or permit any portion of the premises to be occupied for the possession, storage, manufacture, or sale of liquor or narcotics, in any form, or as a barber or manicure shop or as a public employment bureau or agency, or for a public finance (personal loan) business. No tenant will permit the premises to be used for lodging or sleeping or for any immoral or illegal purpose. No tenant will use or permit the use of the premises in any manner that involves an, unusual risk of injury to any person. No tenant will advertise for laborers giving an address at the Building. No cooking will be done or permitted by any tenant on the premises, except in areas of the premises that are specially constructed for cooking and except that use by the Tenant of Underwriters' Laboratory approved equipment for brewing coffee, tea, hot chocolate and similar beverages will be permitted, provided that such use is in accordance with all applicable federal, state, and city laws, codes, ordinances, rules, and regulations. 8. No tenant will employ any person or persons other than the cleaning service of Landlord for the purpose of cleaning the premises, unless otherwise agreed to by Landlord in writing. Except with the written consent of Landlord, no person or persons other than those approved by Landlord will be permitted to enter the Building for the purpose of cleaning it. No tenant will cause any unnecessary labor by reason of such tenant's carelessness or indifference in the preservation of good order and cleanliness If Tenant's actions result in any increased expense for any required cleaning, Landlord reserves the right to assess Tenant for such expenses, Janitorial service will not be furnished on nights to offices that are occupied after business hours on those nights unless, by prior written agreement of Landlord andTenant, service is extended to a later hour for specifically designated offices. . 9. The toilet rooms, toilets, urinals, wash bowls, and other plumbing fixtures will not be used for any purposes other than those for which they are constructed, and no sweepings, rubbish, rags, or other foreign substances will be thrown in such plumbing fixtures. All damages resulting from any misuse of the fixtures caused by Tenant, and its employees, invitees and agents, will be borne by the tenant who, or whose servants, employees, agents, visitors, or licensees, caused the same. 10. No tenant will in any way deface any part of the premises or the Building of which they form a part. Without the prior written consent of Landlord, no tenant will lay linoleum, or other similar floor covering, so that the same will come in direct contact with the , floor of the premises, and, if linoleum or other similar floor covering is desired to be used, an interlining of builder's deadening felt will be first afflXed to the floor, by a paste or other material, soluble in water, the use of cement or other similar adhesive material being expressly prohibited. 11. No tenant will alter, change, replace, or rekey any lack or install a new lock or a knocker on any door of the premises, Landlord, its agents, or employees will retain a pass (master) key to all door locks on the premises. A1:J.y new door locks required by Tenant or any 2 ,~o ~~., ,,.~ ,f, ) ) ) . .' -, " ' , ) change in keying of existing locks will be installed or changed by Landlord following Tenant's written request to Landlord and will be at Tenant's expense. All new locks and rekeyed locks will remain operable by Landlord's pass (master) key. Landlord will furnish each tenant, free of charge, with two (2) keys to each door lock on the premises and two (2) Building/area access cards. Landlord will have the right to collect a reasonable charge for additional keys and cards requested by any tenant. Each tenant, upon termination of its tenancy> will deliver to Landlord all keys and access cards for the premises and Building that have been furnished to such tenant. 12. The elevator designated for freight by Landlord will be available for use by all tenants in the Building during the hours and pursuant to such procedures as Landlord may determine from time to time. The persons employed to move Tenant's equipment, material, furniture, or other property in or out of the Building must be reasonably acceptable to Landlord, The moving company must be a nationally or locally recognized professional mover, whose primary business is the performing of relocation services, and must be bonded and fully insured. A certificate or other verification of such insurance must be received and approved by Landlord prio: to the start of any moving operations. Insurance must be sufficient in Landlord's sole reasonable opinion to cover all personal liability, theft, or damage to the project, including, but not limited to, floor coverings, doors, walls, elevators, stairs, foliage, and landscaping. Special care must be taken to prevent damage to foliage and landscaping during adverse weather. All moving operations will be conducted at such times and in such a manner as Landlord will direct, and all moving will take place during non business hours unless Landlord agrees in writing otherwiSe. Tenant will be responsible far the provision of Building security during all moving operations, and will be liable for all losses and damages sustained by any party as a result of the failure to supply adequate security. Landlord will have the right to prescribe the weight, size, and position of all equipment, materials, furniture, or other property brought into the Building insofar as such equipment, materials, furniture or ather property may adversely affect the Building including its structure. Landlord will not be responsible for loss of or d~age to any such premises from any cause, and all damage done to the Building by moving or maintaining such premises will be repaired at the expense of Ten ant Landlord reserves the right to inspect all such property to be brought into the Building and to exclude from the Building,allsuch property that violates any of these rules and regulations or the lease of which these rules and regulations are a part. Heavy objects will, if considered reasonably necessary,'by Landlord, stand on wood strips of such thickness as is necessary to properly distribute the weight Supplies, goods, materials, packages, furniture, and all other items of every kind delivered to or taken from the premises will be delivered or removed through the entrance and route designated by Landlord, and Landlord will not lie responsible for the loss or damage of any such property unless such loss or damage results from the negligence of Landlord, its agents, or employees. 13. No tenant will use or keep in the premises or the Building any kerosene, gasoline, or inflammable or combustible or explosive fluid or material or chemical substance other than limited quantities of such materials or substances reasonably necessary for the operation or maintenance of office equipment or limited quantities of cleaning fluids and solvents required in Tenant's normal operations in the premises. 'Without Landlord's prior 'WTitten approval, no ' tenant will use any method of heating or air conditioning other than that supplied by Landlord. No tenant will use or keep or permit to be used or kept any foul or noxious gas or substance in the premises, or permit or suffer the premises to be occupied or used in a manner offensive or 3 ""1""'''''''"'11 " _ ~_~_~ ~~ ,,~~ ") .I . ) :) "'T!'W"=H'f"'" ., I ..,~ ,/ > objectionable to Landlord or other occupants of the Building by reason of noise, odors, or vibrations, or interfere in any way with other tenants or those having business in the Building. 14. Subject to Section 28 of the Lease, Landlord will have the right, exercisable upon notice and without liability to any tenant, to change the name and street address of the Building; however, Landlord will reimburse Tenant for the reasonable costs to replace any stationary that has the previous Building address or name. 15.. Landlord will have the right to prohibit any advertising by Tenant mentioning the Building that, in Landlord's reasonable opinion, tends to impair the reputation of the Building or its desirability as a Building for offices, and upon written notice from Landlord, Tenant will refrain from or discontinue such advertising. 16. Tenant.will not bring any animals (except "seeing eye" dogs) or birds into the Building, and will not permit bicycles or ather vehicles inside or on the sidewalks outside the Building except in areas designated from time to time by Landlord for such purposes, 17. All persons entering or leaving the Building between the hours of 6 p.m. and 7 a.m. Monday through Friday, and at all hours on Saturdays, Sundays and holidays, will comply with such off-hour regulations as Landlord may reasonably establish and modify from time to time. 18. Each tenant will store all its trash and garbage within its premises. No material will be placed in the trash boxes or receptacles if such material is of such nature that it may not be disposed of in the ordinary and customary manner of removing and disposing of trash and garbage without being in violation of any law or ordinance governing such disposal. All garbage and refuse disposal will be made only through entryways and elevators provided for such purposes and at such times as Landlord designates. Removal of any furniture or furnishings, large equipment, packing crates, packing materials, and boxes will be the responsibility of each tenant and such items may not be disposed of in the Building's trash receptacles, nor will they be removed by the Building's janitorial service, except "a1"i:;andlord's sole option and at the Tenant's expense. No furniture, appliances, equipment, or flammable products of any type may be disposed of in the Building trash receptacles. 19. Canvassing, peddling, soliciting, and distribution of handbills or-anyother written materials in the Building are prohibited, and each tenant will cooperate to prevent the same. 20. ,The requirements of the tenants will be attended to only upon application by written, personal, or telephone notice at the office of the Building. Employees of Landlord will not perform any work or do anything outside of their regular duties unless under special instructions from Landlord. 2 I. . A directory of the Building will be provided for the display of the name and location of tenants only and such reasonable number of the principal officers and employees of tenants as Landlord in its sole discretion approves, but Landlord will not in any event be obligated to furnish more than one (I) directory strip far each 2,500 square feet of rentable area in the premises, Any additional name(s) Tenant desires to place in such directory must first be approved by Landlord, and if so approved, Tenant will pay to Landlord a charge, set by Landlord, for each such additional name. All entries on the Building directory display will 4 l .. ~. ~, '\ ./ I) ) -"""'f'"''''''';!'-l ") / conform to standards and style set by Landlord in its sole discretion, Space on any ex"terior signage ",'ill be provided in Landlord's sole discretion. No tenant will have any right to the use of any exterior sign. 22. Tenant will see that the doors of the premises are closed and locked and that all water faucets, water apparatus, and utilities are shut off before Tenant or Tenant's employees leave the premises, so as to prevent waste or damage, and for any default or carelessness in this regard Tenant will make good all injuries sustained by other tenants or occupants of the Building or Landlord. On multiple-tenancy floors, all Tenants will keep the doors to the Building corridors closed at all times except for ingress and egress. 23. Tenant will not conduct itself in any manner which is inconsistent with the character of the Building as a first quality Building, or which will impair the ability of other tenants in the Building to the use and enjoyment of their leasehold interests. 24. Neither Landlord nor any operator of the parking areas within the project, as the same are designated and modified by Landlord, in its sole but reaSonable discretion, from time to time (the "parking areas") will be liable for loss of or damage to any vehicle or any contents of such vehicle or accessories to any such vehicle, or any property left in any of the parking areas, resulting from fIre, theft, vandalism, accident, conduct of other users of the parking areas and other persons, or any other casualty or cause. Further, Tenant understands and agrees that: (a) Landlord will not be obligated to provide any traffic control, security protection, or operator for the parking areas; (b) Tenant uses the parking areas at its own risk; and (c) Landlord will not be liable for personal injury or death, or theft, loss of, or damage to property. Tenant indemriifles and agrees to hold Landlord, any operator of the parking areas, and their respective employees and agents harmless from and against any and all claims, demands, and actions arising aut of the use of the parking areas by Tenant, its employees, agents, invitees, and visitors, whether brought by any of such persons or any other person. 25. Tenant (including Tenant's employees, agents, invitees, and visitors) will use the parking spaces solely for the purpose of parking passenger model cars, small vans, and small trucks and will comply in all respects with any rules and regulations that may be-promulgated by Landlord from time to time with respect to the parking areas. The parking areas may be used by Tenant, its agents, or employees for occasional overnight parking of vehicles. If any of the parking spaces are at any time used for any purpose other than parking as provided above, Landlord, in addition to any other rights otherwise available to Landlord, may consider such . violation an event of default under the lease. 26. Except with respect to the reserved parking spaces if any as provided in the Lease, Tenant's right to use the parking areas will be in common with other tenants of the project , and with other parties permitted by Landlord to use the parking areas. Landlord reserves the right to assign and reassign, from time to time, particular parking spaces for use by persons selected by Landlord provided that Tenant's rights under the lease are preserved. Landlord will not be liable to Tenant for any unavailability of Tenant's designated spaces, if any, nor will any unavailability entitle Tenant to any refund, deduction, or allowance. Tenant will not park in any numbered space or any space designated as: RESERVED, HANDICAPPED, VISITORS ONLY, or LIMITED TIME PARKING (or similar designation), 3 ".. - '\ .I i ) j 'n'--'I"' ) ~ . , ) .' 27. If the parking areas are damaged or destroyed, or if the use of the parking areas is limited or prohibited by any governmental authority, or the use or operation of the parking areas is limited or prevented by strikes or other labor difficulties or other causes beyond Landlord's control, Tenant's inability to use the parking spaces will not subject Landlord or any operator of the parking areas to any liability to Tenant and will'not relieve Tenant of any of its obligations under the lease and the lease will remain in full force and effect, Tenant will pay to Landlord upon demand, and Tenant indemnifies Landlord against, any and all loss or damage to the parking areas or any equipment, fJXtures, or signs used in connection with the parking areas and any adjoining Buildings or structures caused by Tenant or any of its employees, agents, invitees, or visitors. 28. Tenant has no right to assign or sublease any of its rights in the parking spaces, except as part of a permitted assignment or sublease of the lease; however, Tenant may allocate the parking spaces among its employees. 29. No act or thing done or omitted tc be done~by Landlord or Landlord's agent during the term of the lease in connection with the enforcement of these rules and regulations will constitute an eviction by Landlord of any tenant, nor will it be deemed an acceptance of surrender of the premises by any tenant, and no agreement to accept such termination or surrender will be valid unless in a writing signed by Landlord. The delivery of keys to any employee or agent of Landlord will not operate as a termination of the lease or a surrender of the premises unless such delivery of keys is done in connection with a written instrument executed by Landlord approving the termination or surrender. 30. In these rules and regulations, "Tenant" includes the employees, agents, invitees, and licensees of Tenant and others permitted by Tenant to use or occupy the premises. 31. Landlord may waive anyone or more of these rules and regulations for the benefit of any particular tenant or tenants, but no such waiver by Landlord will be construed as a waiver of such rules and regulations in favor of any other tenant or tenants, nor prevent Landlord from enforcing any such rules and regulations against any or all of the tenants of the Building after such waiver. 32. These rules and regulations are in addition to, and will not be construed to modify or amend, in whole or in part, the terms, covenants, agreements, and conditions of the lease. e ~~,. " ~) '\ .I EXHIBIT C WORKLETIER This Workletter is dated March 20, 1995, between Landlord and Tenant. RECITALS A. This Workletter is attached to and forms a part of the certain office lease dated [date], 19[00] ("the Lease"), pursuant to which Landlord had leased to Tenant the Premises in the .. Building. B. Landlord desires to make improvements to the Premises, and Tenant desires to have Landlord make them, prior to occupancy, upon the terms and conditions contained in this Workletter. 1. DefInitions. In this Workletter, some defIned terms are used. They are: (a) Tenunt's representative: Tony Iacoboni (410) 578-7387. (b) Landlord's representative: Donald Carnell (215) 209-1319 . (c) All terms set forth in this letter shall have the same meaning as is set forth in the Lease, unless, provided otherwise herein. (d) Change order: any change, modification, or addition to Tenants' Plans, identified in the schedule attached hereto as Addendum L , ) 2. Representatives. Landlord appoints Landlord's representative to act for Landlord in all matters associated with this Workletter. Tenant appoint Tenant's representative to act for Tenant in all matters associated with this W orkletter. All inquiries, requests, instructions, authorizations, and other communications with respect to the matters covered by this Workletter will be made to Landlord's representative or Tenant's representative, as the case may be. Tenant will not make any inquiries of or requests to, and will not give any instructions or authorizations to, any employee or agent of Landlord, including without limitation Landlord's architect, engineers, and contractors, or any of their agents or employees, with regard to matters..associated with this W orkletter. Either party may change its representative under this W orkletter at any time by providing three (3) days' prior written notice to the other party in accordance, with'Section 24 of the Lease. ' 3. Project Construction. All work will be performed by designers and contractors selected and engaged by Landlord: 4. Cost Responsibilities. (a) Landlord: Landlord will pay for the Initial Tenant Improvements and Building Modifications set forth in Exhibit F of the Lease. (b) Tenant: Tenant will pay for: (I) Tenant-initiated changes modifications, or additions to Tenant's Plans, plus Landlord's overhead for coordination and administration at a rate of 15% of the total additional cost to the Landlord. ) " "",,"y"-.'r.< , ~, - - .~~-~~, . 1 .' ~) ) .~''<!'/l4<$-~~~, , ) ) 5. Landlord's Approval. Landlord, in its sole discretion, may withhold its approval of any Change Orders that: (a) Exceeds, or adversely affects, or require modification to, the structural integrity of the Building, or any part of the heating, ventilating, air conditioning, plumbing" mechanical, electrical, co=unication, or other systems of the Building; (b) Landlord reasonably believes will increase the cost of operation or maintenance of any of the systems of the Building, or would increase the providing of services that Landlord is obligated to provide pursuant to Section 7 of the Lease; (c) Landlord reasonably believes will reduce the market value of the Premises or the Building at the end of the Lease Term, or Renewal Term; (d) 'Does not conform to applicable Building code or is not approved by any governmental, quasi-governmental, or utility authority with jurisdiction aver the Premises; or (e) Does not conform,to the Building standard; (f) Would require the approval of any governmental agency having jurisdiction thereover. 6. Change Orders. Tenant may authorize changes to the Tenant's Plans ("Change Orders") during construction only by written instructions to Landlord's representative on a form approved by Landlord. All such changes willbesubjectto'Landlord's prior written approval in accordance with Section 5. Prior to co=encing any change, Landlord will prepare and deliver to Tenant, for Tenant's approval, a change order setting forth the total cost of such change, which will include associated architectural, engineering, construction contractor's costs and fees, completion schedule changes, and the cost of Landlord's overhead. If Tenant fails to approve such change order within five (5) business days after delivery by Landlord, Tenant will be deemed to have withdrawn the proposed change and Landlord will not proceed to perform the-change. Upon Landlord's receipt of Tenant's approval, Landlord will proceed with the change. 2 _ ~_ ~ ""-'E ) ADDENDUM I to EXHIBIT C INITIAL TENANT IMPROVEMENTS Landlord shall be responsible for the construction ofInitial Tenant Improvements set forth in USF&G Insurance plans prepared by Griswold, Heckel & Kelly Associates, Inc. (GHK) as modified by the Amendment to Tenant Plans dated March 30, 1995 (attached hereto) and identified below: .:;! Sheet Numher L-I L-2 L-3 A-I A-2 A-3 A-4 A-5 D-I D-2 0-3 ~) ) ~i':~-"'l"""'T'"'.'_"_ ~ Revision Date. 2/14/95 3/10/95 3/10/95 2/14/95 3/10/95 3/10/95 3/10/95 3/10/95 2/t5/95 2/10/95 3/10/95 3/20/95 ." Title Le-gend and Notes Specifications Specifications Demolition Plan Construction Plan Reflected Ceiling Plan Power/Communications Plan Finish Plan Partition! ypes DoorSchedules& Details Elevations & Details Amendments to TenantPlans Page i 0[1 .~ ) ) . '~, ") Amendments to Tenant Plans Sheet Number A-2 A-4 j) March 30, 1995 Amendment Door #36 to Lunchroom is shown as existing. Tnis door is actually located approximately 20' to the north and intersects with the proposed Decollator Room 230. The existing door #36 shall be relocated to the location indicated an Sheet A-2, and the cooridor wall shall be repaired and patched to match existing finishes. Hardware as per Sheet D-2, Door Schedules & Details. .. Notes 1-5 . Equipment List and other natations within clouded area at the bottom of the sheet are far Tenant Telecommunications use only. Add one additional wall mounted data/communications outlet. Note 9 is void and the following note shall be inserted: "The work stations to be installed by the tenant contains a 4-circuit, 20 Amp electrical harness. Each power feed location shall have a maximum of 4 circuits availabe. Each workstation shall have access to two (2) circuits, one for PC and one general use. A maximum of 3 workstations may share each dedicated PC circuit. A maximum of8 workstations may share each 4 circuit group. Modular workstation circuitry shall be in accordance With Table ofUSF&G Modular Furniture Electrical Circuits dated 3/20/95 attached hereto. Delete three (3) Wall Mounted Data/Communications and Power Feeds to Panel located at workstations # C18, C19, and P7. D-l At detail of Partition Type 1, delete note "Provide (I) layer 5/8" gypsum board each side to 6" above finished ceiling bead. Tape and spackle as, required." Type I partitions shall be constructed to the existing ceiling, but shall not penetrate above. ~ ~!fi_-.:r v I Change "2 1/2" metal studs" on all partition types to "3 5/8" metal studs". Page I of2 .'.~ . ;.1 ) TABLE of USF&G MODULAR FURNITURE ELECTRICAL CIRCUITS March 30,1995 Circuit Base Feed Total # of Total Wmlll- T ,ocations W orkstations Workstations Circuit~ A M2, ASl, AS2, AS6 M21ASI-AS7 8 5 B FS2, FS7 FS2-FS9 8 4 C FSI, Cl, C3, C7 FSl/CI-C7 8 4 D C8 C8-CIO/AS9/ASI9 4 + Copier 4 E C12 Cll-CI8 8 4 F C13,C21 CI9-C23 5 . 3 G C30 C24-C31 8 4 H C32 C32-C35 4 . 4 . ) CL7-CLlO/CLl3-CL16 r CL7 8 4 J CLl2, CL45 CLIlICLI2ICLl7/CL18 8 4 CL23/CL24/CL29/CL30 K CL20 CL19-CL22ICL25-CL28 8 4 L CL32 CL31-CL34/CL36-CL39 8 4 M CLI, CL45 CL1.CL56.CL42-CL45 6 4 N HR.I, PI, P2 HR,l/P r-P6 7 4 0 Pll P7-PI4 8 4 P ASI4, CL48 AS 14/CL35/CL40/CL41 6 + Copier 4 CL47-CL49 Q CL52 CL50-CL55 6 3 R CL6, AS8 CL2-CL6/AS8 6 3 ). . Page 2 of2 -"">-,",)""""""1 ~" ~ -" .'.~._~"" ....,~_.._._-.,_....~..' \ I ~ .) ") EXHIBIT D CLEANING SPECIFICATIONS I) Daily Nightly after each workday, Monday through Friday in areas occupied during only one shift; Dust all shelves, bookcases, low ledges and all decks, file cabinets and other furniture items with chemically treated cloths, Said taps to be washed when necessary. Dust all telephones. Dust and wipe clean all fJXtures, window sills, chair rails, baseboards, moldings, partitions and picture frames up to six feet in height. Said sills to be washed as necessary. Vacuum clean all carp~ted areas, including stairways. Sweep all vinyl composition tile (VCT), asphalt, rubber and similar types of flooring, using an approved, chemically treated cloth.or dust mop. Damp1llop all stone, ceramic tile, torazzo and other types of unwaxed flooring. Dry mop tracked in water at entrance lobbies as frequently as required. Runners shall be removed as soon as conditions permit. Wipe wood,metal,-glassand plastic laminated surfaces, including counters and railings, clear of dust, dirt and smudges. Polish as needed. Clean laminated surface and base cabinets at each coffee station. Replenish supply of c-fold tiles. Remove all gum and foreign matter on sight. Empty and clean all waste receptacles and remove waste paper and waste materials to a designated area. Damp dust interiors of all waste disposal receptacles, wash as necessary. Empty and wipe clean all ash trays and screen all sand urns. Wash clean all water fountains and water coolers. Clean all glass furniture tops. Clean froger marks and dust door and frame of elevator hatchways. Spot clean all resilient flooring, carpeting and rugs. ) Weekly Hand dust at door louvers and other ventilating louvers within reach. Dust wood baseboards, wainscoting and window blinds, "-n,~I__-]"""_ .~ ".~,' I , ) Clean finger marks from all painted surfaces, particularly near light switches, entrance doors, etc. Wash all walls in public corridors, etc. as needed, Maintain same in neat and clean condition at all times, Monthly Clean, strip, wax and buff all vinyl compositions tile (VCT) floors. Dust all picture frames, charts and similar hangings and clean glass surfaces. Quarterly Wash all windows, inside and aut. Dust all vertical surfaces each as walls, partitions, doors and other surfaces and air conditioning louvers, grills, etc., not reached in daily or weekly cleaning. I ) Annually Clean all interior window, metal and unpainted interior metal surfaces or perimeter walls, using an approved metal product. 2. Restrooms Daily Nightly after each workday, Monday through Friday. Clean and sanitize bowls and urinals. Clean and polish sinks, countertaps and fixtures. Clean mirrors. Refill supplies (i.e., soap, towels, tissue and bowl deodorizers) daily or more " frequently as needed. Empty and wipe Clean waste containers and remove waste paper and waster materials to a designated area. ' Damp mop floor. Clean off spots from partitions and walls. Keep the office smelling fresh. ) Weekly 2 "'''''''''''I-~ . - - - =. ~-~," . '\ .' Deep clean and sanitize. Elevators ~ .>. Daily Vacuum and dust Weekly Clean and polish doors, walls and ceiling. . ) ) 3 --_';'''1''''''''''i- p, ~~ .~~ . 'J m ) ) ..,,".r'-"="',~ , ~ . ) , i ,/ 3/17/95 USF+G TERMINATION OPTION AMORTIZATION EXAMPLE 1 Unamortized 1 I Unamortized I I Total I T ermln. Month I T.t Allowance I Interest I Leasing I Interest I Due I Date No. I Due I on T.I. I Commission Due I on Comm. I Conrail , 7/1/98 37 $82,8Si.14 , $18,013.47 I $42.510.00 I $9.241.84 I $152.622.46 8/1/981 38 $81.1:lO.96 I $17.2"..5.96 I $41.624.38 I $8.853.20 I $148,864.49 S/1/98 39 $79.404.76' $16,515.61' $40,738.75 I S8.473,36 S145.132.48 10/1/98 40 I $77,678.'$7 $15.792.37 I S39.853,13 I S8.102.3O S141.426.37 11/1/98 41 I $75.96238 $15,086.18 , $38.967.50 I $7.739.99 $137.746.05 12/1/98 42 I $74.226.19 $14.396.98 $38.081.88 $7.386.40 S134.091.44 1/1/99 ,43 I $72,500.00 $13.724.71 $37.19625 $7.041.49 $130.462.45 2/1/99 44 $70.m.81 $13.069.32 536.310.63 $6.705.24 $126.859.00 3/1/99 45 $69.00.62 I $12,430.75 $35.425.00 $6.377.62 $123,2BO.99 4/1/99 46 $67,321.431 $11.808.94 534.539.38 $6.058.SS $119.728.33 5/1/99 if7 $65,595.241 $11,203.82 $33.853.75 $5.748.14 $116.200.95 6/1/99 48 $63.869.05 $10,615.34 $32,768.13 $5,440.22 $112,698.74 7/1/99 48 $62.14288 $10.043.45 I $31.88250 $5.15281 $109.221.62 8/1/99 50 $60,416.67 $9.488.08 $30.996.88 $4.867.88 $105.769.so .9/1/99 51 $58,690.481 $8.949.17 $:lO.11125 $4.SS1.39 $102.342.29 1011/99 52 $56.964.29 I $8.426.67 $29,225.63 $4,323.32 $98.939.90 11/1/99 53 $55.238.10 I $7.920.52 ' $28,340.00 $4,063.64 $96,562.25 12/1/99 64 $53.511.90 : $7.430.65 $27,454.38 $3,81231 $92,209.24 1/1/00 55 I $51,765.71 I $6,957.01 $26,568.75 $3.568.31 $88.880.78 2/1/00 56 $50.059.52 I $6,489.54 I $25,663.13 $3,334.60 $85.576.79 3/1100 57 $48,333.33 $6.058.18 $24,797.50 $3.108.16 $82,297.18 4/1100 58 $48,607.14 $5.632:88 $23.911.88 $2,889.96 $79,041.85 511100 SS $44,880.95 $5,223.56 , $23,026.25 ,$2,679.96 $75,810.72 6/1/00 60 $43,164.76 $4,830.18 $22,140.63 $2,if78.13 $72,603.70 7/1/00 61 $41,428.57 $4.45267 $21.255.00 $2.2ll4.45 $69.420.59 811100 62 $39,702.38 $4,090.97 $20.369.38 $2,098.88 $66.261.61 911/00 63 $37.976.19 $3.745.04 $19,483.75 $1.921.40 $63,126.37 1011/00 64 $36.250.00 $3.414.79 $18,598.131 $1,751.96 $60.014.88 11/1/00 65 $34.523.81 $3.100.18 $17,712.50 1 $1.590.55 $56.927.05 12/1100 68 $32.797.62 $2,801.15 $16,826.88 I $1.437.14 $53.662.78 111101 ,67 $31,071.43 $2,517.64 $15,941.25 I $1,291.68 $50.62200 2/1101 68 $29,345.24 $2.248;58 $15,055.63 $1.154.15 $47.604.60 3/1101 59 $27.619.05 $1,996;93 $14,170.00 $1,024.53 $44,810.s0 4/1101 70 $25,89266 $1.7SS.61 $13,2ll4.38 $902.77, $41.839.61 5/1101 71 $24.168.671 $1,537.57 $12,398.75 $788.65 ,. $38.891.84 6/1101 72 $22.440.48 1 $1.330.75 $11,513.13 $682.74 $35.967.10 7111011 73 $20,714.29 I $1,139.09 $10.627.so $584.41 $33,065.29 8/1101 74 $18.S88.10 I $96:2.53 ,$9,741.88 S4S3.S3 $30,186.33 9/1101 75 $17,261.90 $801.02 $8.856.25 $410.96 $27.330.14 1011101 76 $15,535.71 $664.46 $7.970.63 $335.78 $24;~.61 11/1101 77 $13.609.52 $522.97 $7.085.00 $268.26 $21.585.65 12/1101 78 $12063.33 $406.12 $8,199.38 $208.36 $18.897.19 1/1102 78 . $10.357.14 $304.17 $5.313.75 $156.06 $16,131.12 2/1102 80 $8.630.95 I $216.97 $4,428.13 $111.32 $13,387.36 3/1102 61 I $8,904.76 I $144.45 $3.54250 $74.11 $10,665.82 4/1102 82 $5,178.57 I $86.55 $2.656.88 I $44.40 $7,966.40 511102 83 $3,E2.38 I $43.21 $1.771.25 $22.17 $5.289.02 611102 84 $1.726.19 I $14.38 saas.63 $7.38 $2,633.58 I~ as $0.00 I SO.OO $0.00 SO.OO "SO.oo "NOTE: SchoduIe must be c:ompullOd using ~ rentable S.F. tlom~. ..b.d end number of mordtls remaining. I AssumpllollS: I RSFTom';'.1od 10,0001 Total RSF 19,259 CIR c......._..., $51.262..64 Ica Canmislon $92,009.87 Total Commision fer RSF Tem';'..b,cj $74.392.50 Tenant Irn;MnlAllowanc:e Per RSF"i$125O + $1.00 design + $1.00 MoYe-tn = $14,50 Total TJ AIIow2laJ: I $279,256 I I /TotlITJForRSFTm"....b.d $145.000 I . I II_Ram: I 10%\ I USFGTHEM.AMO "-< . , ~ """,,",, EXHIBIT E Total Due Per Sq.FL Terminated $15.26 $14.89 $14.51 $14.14 $13.77 $13.41 $13.05 S1269 $12.33 $11.97 $11.62 $11.27 $10.92 $10.58 $10.23 $9.89 $9.56 $9.22 $6.89 $8.56 $8.23 $7.90 $7.58 $7.26 S6,94 $6.63 $6.31 $6.00 $5.69 $5.39 $5.08 $4.78 " ' $4.i(S $4.18 $3.89 $3.60 $3.31 $3.02 $273 : '. "$2.45 $217 : " $1.89 $1.61 , " $1.34 $1.07 , . SO.80 '", SO.53 SO.26 SO.OO , '. t"'~ ..~ -..... . .\ '- . . 4 .' )'.,.. I j J I : ... \ ; I ' ) ,.-., . . f . . '------., f j\'I ." ~~ f @OO 0000 . . . . , _"'''''''''''''''''"i''l'j_. ~. , I I I I . ~ II I I , EXHIBIT F , . ~ . ~, ,~~ >.,",. "" - ~,.~" ..~. ".~~~ >~"' ~,""-><_. '<-."~ . , 0 ;:::-, , -' c .-..... -e) ,-:roo IT! ,', -, :;?...: , :2: ~ , (f) (f' , -< , ~ C) ~"t:' r ~ c :,"..J C 7--= :..J -'J :n -<- (:;:) -< '.~ ~,~- ~_ ., ~"".~~~~''''''''''""-'''c''~~1'''',!O~~1iJlnilffi.'tI!'''_~;~!lI~...~M;,:lI",,,,,,,...." , F:\FILES\DATAFILElGendoc.cur\I02531-pra.lfmah Created: Oll25f0109:54:14AM Revised; 01l25fOI12:16:02PM 10253.1 RICHARD NICHOLLS, Plaintiff v. CORPORATE OFFICE PROPERTIES TRUST,CORPORATEREALTY ,MANAGEMENT, CORPORATE OFFICE PROPERTIES HOLDINGS, INC. and FIRST INDUSTRIAL REALTY TRUST, INC. Defendants v. CRC PROPERTIES, INC., THE ANDERSON GROUP, G.R. SPONAUGLE: & SONS, INC., GREGORY J. SELEMAN : and CONSOLIDATED RAIL CORPORATION: Two Commerce Square 200 I Market Street Philadelphia, P A 19101 and NORFOLK SOUTHERN RAIL WAY CORPORATION c/o CT Corporation System 1515 Market Street, Suite 1210 Philadelphia, P A 19102 and CSX RAILWAY CORPORATION c/o John J. Barrett, Jr., Esquire 3800 Centre Square West Philadelphia, PA 19102, Additional Defendants IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYL V ANlA NO. 00-5355 CIVIL ACTION - LAW JURY TRIAL OF TWELVE DEMANDED PRAECIPE TO RE-ISSUE WRIT OF SUMMONS TO JOIN ADDITIONAL DEFENDANTS TO THE PROTHONOTARY OF CUMBERLAND COUNTY: 'Wi"~ll>l1ll1'~'1 "'--', , ".. _.~ "', - ~ , Kindly re-issue the Writ of Smnmons to Join Consolidated Rail Corporation, Norfolk Southern Railway Corporation and CSX Railway Corporation and forward it to the Sheriff for deputized service in Philadelphia County. MARTSON DEARDORFF WILLIAMS & OTTO By George B. Faller, Jr., Esquire LD. No. 49813 Ten East High Street Carlisle, P A 17013 (717) 243-3341 Attorneys for Defendants Corporate Office Properties Trust, Corporate Realty Management, and Corporate Office Properties Holdings, Inc. Dated: January 25,2001 .""""'1 ~, CERTIFICATE OF SERVICE I, Melinda A. Hall, an authorized agent for Martson Deardorff Williams & Otto, hereby certifY that a copy oftbe foregoing Praecipe was served this date by depositing same in the Post Office at Carlisle, P A, first class mail, postage prepaid, addressed as follows: Gerald Williams, Esquire WILLIAMS, CUKER & BEREZOFSKY 1617 1.F.K. Boulevard, Suite 800 Philadelphia, PA 19103 Page Macdonald-Matthes, Esquire SAUL & EWING 2 North 2nd Street Penn National Insurance Tower 7th Floor Harrisburg, Pa 17101 CRC Properties, Inc. 150 Allandale Road Building #2 King of Prussia, PA 19046 G.R. Sponaugle & Sons, Inc. P.O. Box 4456 4391 Chambers Hill Road Harrisburg, P A 17111 Mr. Gregory 1. Seleman 14 Corporate Woods Boulevard Albany, NY 12211 MARTSON DEARDORFF WILLIAMS & OTTO BY~l'JA.Plj~O.(!h1 Melind A. Hall Ten East High Street Carlisle, PA 17013 (717) 243-3341 Dated: January 25, 2001 :P~~I .~N 0 0 0 c:: <" -" vrn ..... :-.::! J=-- mphJ ;;;e: ;-7';.]1 Z:n ~ z~ N ~,n] ~":'; I.D 6S: t''} ~O .-. (-. " ,--; -" )S_, ::::: ;1:-:j:j Zd ~C) ;>. w Om c:: Z N > :< <0 ::a -< ".' '_~_~""H !V~'nW:'mr:-_~l'lmli':'~lOOW-rll'liil'l'>'Bl~~~~~_ ;t,~-;:';:- ',;t:;~~i"-~_:_t:"~ IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA RICHARD NICHOLLS 311 Keith Road Mechanicsburg, PA 17050-3050 Plaintiffs vs. CORPORATE OFFICE PROPERTIES TRUST, et al. vs. CRC PROPERTIES, INC., CONSOLIDATED RAIL CORPORATION, NORFOLK SOUTHERN RAILWAY COMPANY, et al., Defendants _ ,_h _~,J~ ,'. . . --~ ,-..~.. n 00-5355 civil PRAECIPE FOR APPEARANCE Filed on behalf of Defendants, CRC Properties, Inc., Consolidated Rail Corporation, Norfolk Southern Railway Railway Corporation and CSX Transportation, Inc. Counsel of record for these Parties: David A. Damico, Esquire Pa. I.D.#40987 Burns, White & Hickton Firm #828 2400 Fifth Avenue Place Pittsburgh, PA 15222-3001 (412) 394-2508 ,':;" . IN THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff ) ) ) ) ) ) ) ) ) ) ) ) ) ) ) No. 00-5355 RICHARD NICHOLLS, vs. CORPORATE OFFICE PROPERTIES TRUST, et al., vs. CONSOLIDATED RAIL CORPORATION, et al., Additional Defendants PRAECIPE FOR APPEARANCE To Prothonotary: Kindly enter our Appearance for CRC Properties, Inc., Consolidated Rail Corporation, Norfolk Southern Railway Corporation and CSX Transportation, Inc., incorrectly identified as CSX Railway Corporation, in the above-captioned matter. Respectfully submitted, BURNS, WHITE & HICKTON BY David A. Damico, Esquire ()JG,CJ_ !' I "'0,' ,. " ,. . . v ."w,' '''''''-''" .,-~ ,-~- ~,.~,;- <-'--~',-~'-" . '-, . , ~,," - . n ",.,,.,,, - "".~"'~ ~",_..,=J!JI -.",- " '" "~'N." "'~"'" .,.',,,",,,- ''''''''''' '~:t-';;~;M;~}Zi:J'ir'^ ~ C) 0 () c: 'q $: '- -j -o(]:; "'" ~'Fi~ rnf"j': -=.= Z::c N -rei-it ZC.' ;L~.(? UJ.I.:.~: <.0 ~ti "-=, C) <: ~ -V {2~~ .~C) -"~ ~'-C- W "-;::--rn 5>C 0 z ~ ~ ~ :;::; (:J -~ "',.'C,_ ",.,.""". ',. ,~ .'~-, ,'i' -- ~ NOV 2 0 2000 (j'J RICHARD NICHOLLS 311 Keith Road Mechanicsburg, P A 17050-3050 THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MANAGEMENT 207 House Avenue, Snite 107 Camp Hill, FA 17011 and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. 8815 Centre Park Drive, Suite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, INC. 2780 Commerce Drive Middletown, PA 17057 JURY TRIAL DEMANDED Defendants. No. 00-5355 Civil ORDER AND NOW, this _ day of November 2000, upon consideration of Defendant First Industrial Realty Trust, Inc. 's Motion for Enlargement of Time in Which to File Responsive Pleading, a copy of which is attached hereto, it is hereby ORDERED, that First Industrial's Motion is GRANTED. First Industrial's responsive pleading shall be due on or before December 18, 2000. By The Court: J. 77504.111117/00 '"I -^,~ ~.~, ..~ - .~- . RICHARD NICHOLLS 311 Keith Rllad Mechanicsburg, P A 17050-3050 THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MANAGEMENT 207 House Avenue, Snite 107 Camp Hill, r A 17011 and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. 8815 Centre Park Drive, Snite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, INC. 2780 Commerce Drive Middletown, P A 17057 JURY TRIAL DEMANDED Defendants. No. 00-5355 Civil RULE AND NOW, this ZOrday of November 2000, upon consideration of First Industrial Realty Trust, Inc. 's Motion for Enlargement of Time in Which To File Responsive Pleading, a copy of which is attached hereto, a RULE is hereby issued to Plaintiff to show cause, if any he has, why the Motion should not be granted. In the interim, the First Industrial's Request for Stay of Proceeding is GRANTED. RULE RETURNABLE 10 days from the date of service. By the Court: Il~ (j)pi~ pe(2i5~'i(JeAJ 10 : t~ MIl{tDmlt ~~~.~\9~ "-d 1~}1 ':- _c_ 0',_ - -,' ,-~ --, _ ',_ ',,,.e. ~ lIB, _ '. ~ '-0'_ ~ - ~. I'" '~~'O. " -.,. o ~ .:;;- -Or:. nl r;'~ ~~: s::: C~,' :>r~- ~~ -.-\ -< _,~"!'c,,",,~,,~~,~"_.,Il!!l'I:\"1'\II!JIi~~WI~!j!"';~~ ' -' .",~"~ C:.J -_:I>" ;:~~ ,.,.,.,.,...,"'~. i'.) C> -'~ ~~. ' ~_-:.~. _"- i, :~~ r-) ~~5rn ::::--....4 jJ -< ---'-- ~':? ~ ,.. .~ . "" . '.~,- oR '''' , ... ". --I , . RICHARD NICHOLLS 311 Keith Road Mechanicsburg, P A 17050-3050 THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MANAGEMENT 207 House Avenue, Suite 107 Camp Hill, PA 17011 and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. 8815 Centre Park Drive, Suite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, INC. 2780 Commerce Drive Middletown, PA 17057 JURY TRIAL DEMANDED Defendants. No. 00-5355 Civil MOTION FOR ENLARGEMENT OF TIME IN WHICH TO FILE RESPONSIVE PLEADING AND NOW, comes Defendant First Industrial Realty Trust, Inc., by and through its counsel Saul Ewing LLP, for the limited purpose of filing its Motion for Enlargement of Time in Which to File Responsive Pleading and in support thereof and in support thereof avers as follows: 1. On October 20, 2000 the Plaintiff filed his Complaint at the above referenced docket number. 2. Defendant First Industrial Realty Trust, Inc. ("First Industrial") was served with a copy of the Plaintiffs Complaint at its place of business located in Middletown, Pennsylvania by the Dauphin County Sheriff on November I, 2000. Accordingly, and under the 77504.1111l7/00 .,- 0,_,",.' ~_ ~ _"_"'_ '_, _.~d (.. .-"'-'- , . :,; -.""' - C'. '. Pennsylvania Rules of Civil Procedure a responsive pleading is due on or before November 21, 2000. 3. Immediately upon receiving notice that its client had been served with Plaintiff's Complaint, defense counsel contacted Plaintiff's connsel, through his secretary, to request a limited extension of time in which to file a responsive pleading. Specifically, defense counsel requested an extension until December 18, 2000 to file a response on behalf of First Industrial. Defense counsel duly explained that the reason fOr the request is that it is unclear at time whether this action will be handled by First Industrial's corporate counselor by its insurance carrier. 4. Plaintiff's counsel, through his secretary, refused to agree to defense counsel's request to extend the time in which a responsive pleading unless defense counsel agreed not to file preliminary objections to the Plaintiff's Complaint. Plaintiffs counsel has not otherwise responded to the request of defense counsel. 5. Defense counsel cannot agree to Plaintiff's counsel's conditions because this matter may ultimately be handled by First Industrial's insurance carrier who will have to independently review and analyze the facts alleged in Plaintiff's Complaint in order to make a determination of how to proceed on behalf of its insured in this matter. 6. First Industrial believes and therefore avers that it will know by December 18, 2000 whether or not its insurance carrier will be handling its defense of this matter. 7. First Industrial believes and therefore avers that it will be prejudiced if it is forced to file a responsive pleading by November 21,2000 by virtue of the fact that First Industrial may ultimately be represented by its insurance carrier in this matter. 77504.111/17/00 -2- " , - ,<. "='"-"'-~ "'-~ ,. " - ." 8. Plaintiff will not be prejudiced if First Industrial's limited request for an extension of time in which to file its responsive pleading is granted. WHEREFORE, Defendant, First Industrial Realty Trust, Inc. respectfully requests that this Honorable Court grant its request for an extension of time in which to file its responsive pleading to Plaintiff's Complaint, and further award Defendant all such other relief as is proper and just. COUNT II- STAY OF PROCEEDING 9. The averments set forth in paragraphs 1-8 of the within Motion are incorporated herein by reference as if more fully set forth at length. 10. In the event that this Honorable Court deems it appropriate to issue a Rule to Show Cause to Plaintiff prior to granting this Motion for An Extension of Time, First Industrial believes and therefore avers that this matter should be stayed until such time that the Plaintiff responds to said Rule and the Court has the opportunity to review the matter. II. Unless this Honorable Court imposes a Stay of the proceedings until such time that the Court can review Plaintiff's response to the Rule to Show Cause, First Industrial's Motion will be rendered moot and First Industrial will be further prejudiced. 12. Plaintiff will not suffer any prejudice by the imposition of a Stay of Proceeding during the time Plaintiff is responding to the Rule to Show Cause. WHEREFORE, Defendant, First Industrial Realty Trust, Inc., respectfully requests that this Honorable Court grant its Motion, or in the alternative Stay all proceedings during the time Plaintiff has to respond to the Rule to Show Cause, and further award Defendant all such other relief as is proper and just. 77504.11lf17fOO -3- '7"'"~--1 -.- ---'~ ~ "', -" -, :c! I . Date: November IP> , 2000 77504.11ll17lQO ,,- ,'~ .~ ~C'~_ _ '_OpT,', _," Respectfully Submitted, SAUL EWING LLP ~4-~~ Paige Macdonald-Matthes, Esquire Attorney ID No. 66266 2 North Second Street, 7ttJ Floor Harrisburg, PA 17101 Attorneys for First Industrial Realty Trust, Inc. -4- I , I " CERTIFICATE OF SERVICE I, Aimee J. Albright, hereby certifY that on this 20th day of November, 2000, I served a true and correct copy of the foregoing Motion for Enlargement of Time in Which to File Responsive Pleading via telecopy and first class U. S. mail, upon the following: Gerald J. Williams, Esquire Williams Cuker & Berezofsky One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103-1895 :!:r~ Secretary to Paige Macdonald-Matthes 77S04.11lf17/00 " .,__w" "_ ~ "" ~.., ~ " - -'- , """.~-" " ,,-, ,,~ "~~ ", <,-,'"" - , - '.,;.',,. ~~', ~ C) ,-- ~.; """"" I :~<::: \:..:T:' :-J Ii l~' I Z'::;, r-, ~ 7T cr, c:;~ - I !;~ - ~',., I 2::: ! ~~ ;~::~ LD I '" ......,) ....\ -<. \,D ~ I I I ;:; 'I [, il I! .,. ......'!"'"..~ ",_.,rlQi!l!llil~fiii!!'Jl!!!~~1$ -mr>",,,,,~,~,~ ......~~~.!l!lI!l!~~" "'~'""T' ,. . ~~ ---r"- "-t " I) ,~ .., RICHARD NICHOLLS 311 Keith Road Mechanicsburg, P A 17050-3050 Plaintiff, v. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MANAGEMENT 207 House Avenue, Suite 107 CaJUp Hill, PA 17011 and CORPORATE OFFICE PROPERTIES HOLDlNGS, lNC. 8815 Centre Park Drive, Suite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, lNC. 2780 Commerce Drive Middletown, PA 17057 Defendants. THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA JURY TRIAL DEMANDED No. 00-5355 Civil NOTICE TO PLEAD To: Richard Nicholls c/o Gerald 1. Williams, Esquire Williams Cuker & Berezofsky One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103-1895 You are hereby notified to file a written response to the enclosed Preliminary Objections to Plaintiffs' Complaint within twenty (20) days from service hereof or a judgment may be entered against you. 18059.112114/00 ,. '"-'- "-"',,", '"--""."",,","""3 '__'.'_"_".^._ "."' -, '~"'-',,",," ~,~ , , , , SAUL EWING LLP ~r: ,ffiMf"..-}dni'i p)uJil.lAl:H!;t.t() Michae A. Finio, Esquire Attorney ID No. 38872 Paige Macdonald-Matthes, Esquire Attorney ID No. 66266 2 North Second Street, 7"' Floor Harrisburg, PA 17101 (717) 238-7675 Attorneys for First Industrial Realty Trust, Inc. Date: December }!L, 2000 78059./12/14/00 I!,,:~ ". . RICHARD NICHOLLS 311 Keith Road Mechanicsburg, P A 17050-3050 THE COURT OF COMMON PLEAS OF CUMBERLAND COUNTY, PENNSYLVANIA Plaintiff, v. CORPORATE OFFICE PROPERTIES TRUST 8815 Centre Park Drive Columbia, MD 21045-2272 and CORPORATE REALTY MANAGEMENT 207 Honse A venue, Suite 107 Camp Hill, PA 17011 and CORPORATE OFFICE PROPERTIES HOLDINGS, INC. 8815 Centre Park Drive, Suite 306 Columbia, MD 21045 and FIRST INDUSTRIAL REALTY TRUST, INC. 2780 Commerce Drive Middletown, PA 17057 JURY TRIAL DEMANDED Defendants. No. 00-5355 Civil PRELIMINARY OBJECTIONS AND NOW, COMES Defendant, First Industrial Realty Trust, Inc. ("First Industrial") by and through its counsel Saul Ewing LLP, and files the within Preliminary Objections to Plaintiff's Complaint, and in support thereof avers as follows: I. FAILURE OF PLEADING TO CONFORM TO LAW OR RULE OF COURT I. Pennsylvania Rule of Civil Procedure I 028( a)(2) provides that a pleading may be stricken due to its failure to conform to law or rule of court. 2. Pennsylvania Rule of Civil Procedure 10 19(h) provides, inter alia, that if a claim is based on a writing, the pleader shall attach a copy of the writing or the material part thereof to the pleading. 78059.112114100 W''''''" I I" -"!'" -~--'.-,,?--, --"'",'~' _.~o_ ;<<.",<P"'_"__~"_"^ -'".l'T'" .__,_,__,,-_,~,___~," ~-_,_ '" -,.~- ,~ "" .<.'" .,. 3. In Paragraph 9 of Plaintiffs Complaint, Plaintiff avers that "at times material to this Complaint, since approximately June, 1995 through September, 1999, First Industrial Realty Trust, Inc. was contractually charged with responsibility for managing and maintaining the Building and the safety of its occupants." (Emphasis added.) 4. Plaintiff has failed to attach a copy of the contract upon which Plaintiff bases its claim that First Industrial had a "contractual obligation to maintain the Building and the safety of its occupants" and consequently Plaintiffs Complaint does not comply with the Rules of Civil Procedure. 5. In Paragraph 13 of Plaintiffs Complaint, Plaintiff avers that "in 1999 Plaintiff discovered that his workplace was seriously contaminated, and remained contaminated, with significant amounts of hazardous substances and pollutants, including but not limited to environmental tobacco smoke and its constituents, such as vinylpyridine, phenol, benzene, formaldehyde, and xylene, as well as other toxic polycylic aromatic hydrocarbons [P AHs"] and volatile organic contaminants ["VOCs"], including but not limited to chloroform, acetone, trichloroethylene, methylene chloride, and a-pinene." 6. Such a detailed list of "hazardous substances and pollutants", coupled with Plaintiffs averment in Paragraph 15 that he "commissioned an environmental assessment," suggests that Plaintiffs claims are based on a written report - a report Plaintiff has failed to attach to its Complaint. Consequently, Plaintiffs Complaint does not comply with the Rules of Civil Procedure. 7. In Paragraph 15 of Plaintiffs Complaint, Plaintiff avers that "he has had to expend money for environmental assessments, medical tests, medical treatment, and that he has lost wages. " 78059,112114/00 -2- "\"~~_", ,_'. 0 > ;, .''' _ _ _ _ __~ " ~~"-- -..->>.'.' " c", 8. Plaintiff has failed to attach any documents to his Complaint which would substantiate the claims for special damages raised in Paragraph 15 of Plaintiffs Complaint and consequently Plaintiffs Complaint fails to comply with Pennsylvania Rules of Civil Procedure. WHEREFORE, Defendant First Industrial Realty Trust, Inc. respectfully requests that its Preliminary Objection under Pa. R.C.P. 1028(a)(2) be sustained, and that Plaintiff's Complaint be dismissed with prejudice. II. INSUFFICIENT SPECIFICITY OF A PLEADING 9. The averments set forth in paragraphs 1-8 are incorporated herein by reference as if more fully set forth at length herein. 10. Pennsylvania Rule of Civil Procedure I 028(a)(3) provides that a pleading may be stricken for insufficient specificity. II. In Paragraph 12 of Plaintiffs Complaint, Plaintiff avers that "Beginning sometime in 1996, Plaintiff began experiencing eye-related symptoms including but not limited to irritation and itching of his eyes, blurred vision, and early onset cataracts." "These ill effects are associated with exposure to hazardous substances and other pollutants." (Emphasis added) 12. Plaintiff fails to plead with sufficient specificity that his alleged eye-related symptoms are in fact caused by his alleged exposure to hazardous substances and other pollutants; and if so, what specific "hazardous substances and other pollutants" have caused the alleged problems. Without this information, First Industrial would be compelled to respond to allegations for which its answer would be pure speculation, thereby creating potential prejudice to First Industrial's ability to adequately defend allegations of the Complaint. 78059.112/14/00 -3- ;''T ,,-_" ,." "_t~_",,,: ' _', ,,' ,,~,~.,-_ ' -.- _^o.~~" 0.", .. __~_ ,_, _"_ '" ",e~_, _ ,," 13. In Paragraph 15 of Plaintiff's Complaint, Plaintiff avers that "Plaintiff's injuries and associated harms and damages continue through the present time." "Some or all of them are, or may be permanent." (Emphasis added) 14. Without clarification of which alleged "injuries and associated harms and damages" are permanent, First Industrial would be compelled to respond to allegations for which its aIlswer( s) would be pure speculation, thereby creating potential prejudice to First Industrial's ability to adequately defend the allegations of the Complaint. 15. In Paragraph 15 of Plaintiff's Complaint, Plaintiff avers that he has been required to "expend money for environmental assessments, medical test and medical treatment, [and experienced a] loss of wages." 16. Pa. R.C.P. 1019(f) provides, inter alia, that "averments of...special damages shall be specifically stated." 17. Plaintiff's Complaint is void of any averments or documentation quantifying the special damages claimed. 18. In Paragraph 16 of Plain tift's Complaint, Plaintiff avers that his "exposure has been to hazardous substances and pollutants at levels greater than normal 'background'," 19. Plaintiff offers no explanation as to what constitutes a "normal background" level, nor has Plaintiff plead with sufficient specificity what constitutes a "greater than normal 'background'" . 20. In Paragraph 16 of Plaintiff's Complaint, Plaintiff avers that "it [is] necessary for him to undergo a regimen of medical surveillance and/or monitoring in order to detect any future disease in a manner permitting timely intervention." 78059.11:2/14/00 -4- ir:9' "'-'~'''' ",->~~,,," ':: ""-"":~'--_'" .'i' ,.=.- '.> _"-c'~-~''''''""" --'' "",--._ ,,_" ': ~'>-"'- .' "-.- " ~" ~ 21. Plaintiffs Complaint offers no explanation of what kind of medical surveillance and/or monitoring" Plaintiff is allegedly undergoing. 22. Plaintiffs averment that medical surveillance is required to "detect any future disease" is speculative in nature, and lacks the specificity contemplated by the Pennsylvania Rules of Civil Procedure. 23. In Paragraph 19(b) of Plaintiffs Complaint, Plaintiff avers Defendants' alleged negligence included "negligent failure to warn Plaintiff and persons in his position of the dangerous condition. (Emphasis added) 24. Plaintiff has not sufficiently plead what his position is such that Defendant can adequately respond to Plaintiffs claims ofnegligence. 25. In Paragraph 19(k) of Plaintiffs Complaint, Plaintiff avers that Defendants were "negligent in the hiring or supervising of independent contractors." (Emphasis added) 26. In Paragraph 19(1) of Plaintiffs Complaint, Plaintiff avers that Defendants were negligent in their "failure to provide necessary special precautions to independent contractors." (Emphasis added) 27. Plaintiff has failed to identifY the "independent contractors", and has failed to plead what "special precautions" Defendants were allegedly obligated to provide. 28. In Paragraph 19(m) of Plaintiffs Complaint, Plaintiff avers that Defendants' negligence includes "such other negligence as will be ascertained in the course of discovery." Said averment is speculative in nature and without further clarification First Industrial would be compelled to respond to allegations for which its answer would be pure speculation, thereby creating potential prejudice to First Industrial's ability to adequately defend the allegations of the Complaint. 78059.112114/00 -5- 1',"_1. ' '. --',_. - "--, , "" - , - ',-' --.,~ ".- ^" " "-'-' '-". --",.'"' , - , ~ = . WHEREFORE, Defendant First Industrial Realty Trust, Inc. respectfully requests that its Preliminary Objection under Pa. R.C.P. 1028(a)(3) be sustained, and that Plaintiff's Complaint be dismissed with prejudice. III. DEMURRER - PA. R.C.P. l028(a)(4) 29. The averments set forth in paragraphs 1-28 are incorporated herein by reference as if more fully set forth at length herein. 30. In Count N of Plaintiffs Complaint, Plaintiffraises a claim for "punitive damages" against all defendants. 31. Under Pennsylvania law, there is no separate cause of action for punitive damages. See, Murray v. GenCorp, Inc., 979 F.Supp 1045 (E.D. Pa. 1997). See also, Nix v. Temple University, 408 Pa. Super. 369, 596 A.2d 1132 (1991). 32. Plaintiff has failed to plead the requisite malicious, wanton, willful, reckless or oppressive conduct on the part of First Industrial such that Plaintiff would be entitled to punitive damages. 32. Plaintiffs Count N should be dismissed in light of the fact that punitive damages are not a separate cause of action and for Plaintiffs failure to plead the required conduct giving rise to a claim for punitive damages. WHEREFORE, Defendant First Industrial Realty Trust, Inc. respectfully requests that its demurrer be granted and that Plaintiff's Complaint be dismissed with prejudice. IV. FAILURE TO JOIN INDISPENSABLE PARTY 33. The averments set forth in paragraphs 1-32 are incorporated herein by reference as if more fully set forth at length. 78059.112/14/00 -6- , . 34. Pennsylvania Rule of Civil Procedure I028(a)(5) provides that a Complaint may be stricken for failure to join an indispensable party. 35. In Paragraph 2 of Plaintiffs Complaint, Plaintiff avers that he "was employed in an office within the Building," that his "job required him to spend a substantial portion of each business day in the Building," and that "he [was] a business invitee legally present in the Building. " 36. Notwithstanding the fact that Plaintiff has averred that his presence in the Building was at the request and direction of his employer, Plaintiff has failed to identify his employer as a named defendant. 37. In Paragraph 19(k) of Plaintiffs Complaint, Plaintiff avers that Defendants were negligent in the "hiring or supervision of independent contractors". 38. Plaintiff has failed to join the unidentified independent contractors as named defendants, notwithstanding Plaintiffs averments that the alleged negligence of these "independent contractors" either caused or failed to prevent the alleged "harmful pollutants" from entering the Building and adversely affecting Plaintiff. 78059.112/14/00 -7- '~,- ~' m ~',C'_-'_ ~~'~";Y','_""" . ~-"-~" .~ ---,~',-"-'--'~'."--,, ,-,Of '>,,1'_ , . WHEREFORE, Defendant First Industrial Realty Trust, Inc. respectfully requests that its Preliminary Objection under Pa. R.C.P. 1028(a)(5) be sustained, and that Plaintiff's Complaint be dismissed with prejudice. Respectfully Submitted, SAUL EWING LLP ~ ~p JIWl ."I)J\'l/\ O~.MA irJ.J-{NJ.!) Michael A. Finio, Esquire Attorney ID No. 38872 Paige Macdonald-Matthes, Esquire Attorney ID No. 66266 2 North Second Street, 7m Floor Harrisburg, PA 1710l (717) 238-7675 Date: December B.., 2000 Attorneys for First Industrial Realty Trust, Inc. 78059.112/14/00 -8- i.:pt ,,-. '>"0:1 Y" '," ,""''"",.'''\';, ~ ~,~, '_'i"" '" ,_"'~~ ~ .:""".-< __"",,' ,,'_.,^" H "..' _"';"_'~"". _,_..<, _.,,,", .__, ~'"",_. < " .' ~-,-, ~ , lil-"'\)""--'I' 'I . CERTIFICATE OF SERVICE I, Paige Macdonald-Matthes, Esquire, hereby certifY that on this 14th day of December, 2000, I served a true and correct copy of the foregoing Preliminary Objections via overnight mail upon the following: Gerald J. Williams, Esquire Williams Cuker & Berezofsky One Penn Center at Suburban Station 1617 JFK Boulevard, Suite 800 Philadelphia, PA 19103-1895 ~~ .J\v\t\~J~~~.uJ Paige Mac onald-Matthes, Esquire 78059.112/14/00 --'-"",,,",.,- _,~_,_ . u, ,-, - 0,_'" Hr~~' , on', '_~',,"= -~~. . -." ..". ~- ~'~-''''''~ -", '~---^'-"''''<i'''''-''''''?"',,,, ,"', ,~',~'~'--'d"'"""' -\'--,~",".;"n;-'""-'"~t~'M'~'''-''-'' "',"",-~ .J-.',-' ii 'jj'fIn' (" .f~ C) C C) -q t;: t:J --J -n , , I rn f'-- (n) " ?; z ::::-J 2e- U] ,~:': .r.- r:: ~j --r:' ~C) ::J':' i5?~ .<-. ,'--~ J;;:-: r...: -1 .r::', :..n ,,> :::< JJ \0 -< _"",,4AII!II'I!II ~.~ .~~~"~~~l,~l/liWI," , ,--~