exv10w129






Exhibit 10.129




Home Office

144 East 6th Street

Erie, PA 16507



LEASE AGREEMENT




     THIS LEASE is made and entered into this 1st day of January, 2011, between ERIE
INSURANCE EXCHANGE, a reciprocal insurance exchange organized under the laws of Pennsylvania with
principal offices and place of business at 100 Erie Insurance Place, Erie, PA 16530, acting by and
through its attorney-in-fact, ERIE INDEMNITY COMPANY, (“Landlord”),



AND




          ERIE INDEMNITY COMPANY, a Pennsylvania business corporation, with its principal offices and
place of business at 100 Erie Insurance Place, Erie, PA 16530 (“Tenant”).




PARAGRAPH 1. LEASED PREMISES DESCRIPTION AND TERM




Description


1.01. In consideration of the rents, terms, provisions and covenants of this Agreement, Landlord
hereby leases, lets and demises to Tenant approximately 558,928 square feet of rentable office
space, located in that building known as Home Office (“Building”), said Building and underlying
realty situated at 144 East 6th Street, Erie, PA 16507 (“Property”). More specifically,
such 558,928 rentable square feet includes those areas highlighted in yellow on attached Lease
Agreement Exhibit A 1 which is made a part hereof and incorporated herein. The highlighted area of
Exhibit A 1 evidences the present approximate area of the Building hereinafter referred to as
“Leased Premises” or “Premises.” Tenant shall also be entitled to the use of parking ramps and
surface parking surrounding and attached to said “Building”.




Term of Lease



1.02 The term of this Lease shall commence on January 1, 2011 (“Effective Date”) and shall
terminate on the 31st day of December, 2016, (“Original Term”).




Option to Renew



1.03. Tenant has the right to extend this Lease beyond the Original Term provided in Paragraph 1.02
on the following terms and conditions:





(a) Should Tenant fully perform all of the terms and conditions of this Lease, Tenant
may extend the term of this Lease for a period of five (5) years, (“First Option”),
to commence on January 1, 2017 and expire on December 31, 2021. However, if Tenant is
in default in the performance of any of the terms or provisions of this Lease at the
expiration date of the Original Term, the First Option shall be null and void.
Unless expressly set forth herein to the contrary, all terms, covenants, and
provisions of the Original Term shall apply to the First Option.




(b) Tenant may exercise the First Option by (i) giving Landlord notice of its
intention to do
so not later than 90 days prior to the expiration of the Original Term.



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Holdover



1.04. If Tenant holds over and continues in possession of the Leased Premises after expiration of
the term of this Lease or any extension of that term, Tenant will be deemed to be occupying the
Leased Premises on the basis of a month-to-month tenancy, subject to all of the terms and
conditions of this Lease.




PARAGRAPH 2. RENT




Fixed Minimum Rent




	2.01.	 	Commencing on the Effective Date and continuing through the termination of the Original
Term, Tenant agrees to pay monthly as fixed minimum rent during the term of this Lease the sum
of $863,921.00 per month. Such sum includes the estimated operational cost as defined in
section 2.03. Payment shall be made in advance on the first day of each month and rent for any
fractional month at the beginning or end of the Lease shall be prorated on a per diem basis.
Tenant shall pay, as additional rent, all other sums due and payable under this Lease on the
date set forth herein by which such payments are to be made. On an annual basis, Landlords
accounting shall recalculate the Fixed Minimum Rent based on the average Treasury Bill rate or
discount rate. Landlords accounting shall perform this 4 months in advance of the end of the
calendar year for determining the Fixed Minimum Rent for the following year. The Fixed Minimum
Rent for 2011 is $7.33 per square foot.





Operating Expenses





	2.02	 	Tenant shall also pay as additional rent Tenant’s pro rata share of the operating expenses of
the Landlord for the building and/or project of which the leased premises are a part. Each
year, the Landlord will notify the Tenant of the anticipated operating expenses for the coming
year. Notice shall include the cost per square foot and the total monthly operating expense
for such. Tenant shall pay such monthly operating expense alone with their monthly rent. The
operating expenses for 2011 is $11.22 per square foot. Within four (4) months of the close of
each calendar year, Landlord shall provide Tenant an accounting showing in reasonable detail
all computations of additional rent due under this section for said calendar year. In the
event the accounting shows that the total of the monthly payments made by Tenant exceed the
amount of additional rent due from Tenant under this section, the accounting shall be
accompanied by refund. In the event the accounting shows that the total of the monthly
payments made by Tenant is less then the amount of additional rent due from Tenant under this
section, the accounting shall be accompanied by an invoice for the additional rent.





Definition of Operating Expenses





	2.03	 	The term “Operating Expenses” includes all expenses incurred by Landlord with respect to the
maintenance and operation of the building of which leased premises are a part, including, but
not limited to, the following: maintenance, repair and replacement costs; electricity, fuel,
water, sewer, gas, and other utility charges; security, window washing and janitorial
services; trash and snow removal; landscaping and pest control, management fees, wages and
benefits payable to employees of Tenant whose duties are directly connected with the operation
and maintenance of the building; all services, supplies, repairs, replacements or other
expenses for maintaining and operating the building including parking and common areas; cost,
including interest, amortized over its useful life, of any capital improvement made to the
building by Landlord after the date of this Lease which is required under any governmental law
or regulation over its useful life, of installation of any devise or other equipment
which improves the operating efficiency of any system within the leased premises and thereby
reduces operating expenses; all other




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	 	 	expenses which would generally be regarded as operating and maintenance expenses which
would reasonably be amortized over a period not to exceed five (5) years; all real property
taxes and installments of special assessments; and all insurance premiums Landlord is
required to pay or deems necessary to pay, including public liability insurance, with
respect to the building. The term “Operating Expenses” does not include the following:
repairs, restoration or other work occasioned by fire, wind, the elements or other casualty;
income and income paid to any employee of Landlord above the grade of property manager; any
depreciation allowance or expense; or operating expenses which are the responsibility of
Tenant.





PARAGRAPH 3. USE OF PREMISES




Use of Premises




	3.01.	 	Tenant will use and manage the Leased Premises solely as a business office pursuing
activities which are both lawful and in compliance with all relevant zoning and other
municipal ordinances.





PARAGRAPH 4. MAINTENANCE AND SURRENDER




Maintenance and Surrender by Tenant




	4.02.	 	At the termination of this Lease, Tenant shall deliver the Leased Premises in as good a
condition and state of repair as at the time Landlord delivered possession to Tenant, except
for reasonable wear and tear and damage by fire, flood, or other casualty. If Tenant commits
waste, Landlord shall have the right, but not the obligation, to cause repairs or corrections
to be made, and any reasonable costs incurred for such repairs or corrections for which Tenant
is responsible under this Paragraph shall be payable by Tenant to Landlord as additional rent
on the next rent installment date.





PARAGRAPH 5. ALTERATIONS, ADDITIONS, IMPROVEMENTS, AND FIXTURES




Consent of Landlord




	5.01.	 	Tenant shall not make any alterations, additions, or improvements to the Leased Premises
without the prior written consent of Landlord, such consent not to be unreasonably withheld.





Property of Landlord





	5.02.	 	All alterations, additions, or improvements made by Tenant shall become the property of
Landlord at the termination of this Lease. However, if Tenant so elects at such termination,
Tenant shall promptly remove all alterations, additions, and improvements, and any other
property placed in or on the Premises by Tenant, and Tenant shall repair any damage caused by
such removal.





Trade Fixtures





	5.03.	 	Tenant has the right at all times to erect or install furniture and fixtures, provided that
Tenant complies with all applicable governmental laws, ordinances, and regulations. Tenant
shall remove such furniture and fixtures at the termination of this Lease. Prior to the
termination of this Lease, Tenant must repair any damage caused by removal of any such
furniture or fixtures.





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Landlord’s Right to Make Tenant’s Alterations, Additions, or Improvements





	5.04.	 	Maintenance and/or construction employees of Landlord, or Landlord’s contractors, shall make
all alterations, additions, or improvements to the Leased Premises which have received the
prior written consent of Landlord if Landlord’s bid for such work is equal to or less than any
other reasonable arms-length bid which Tenant has obtained from any other contractor. If
Landlord’s bid is not accepted by Tenant because it is not the lowest responsible bid, Tenant
will see that its contractor makes all such alterations, additions, or improvements in a
first-class and workmanlike manner which shall be in compliance with all relevant building and
safety codes and all other local, state, and federal building requirements applicable to such
alterations, additions, or improvements.





Landlord Renovations





	5.05	 	Landlord will, at its expense, install new carpeting and base, and one coat of paint on
existing walls.





PARAGRAPH 6. DAMAGE OR DESTRUCTION




Total Destruction




	6.01.	 	If the Leased Premises are totally destroyed by fire, flood, or other casualty not the fault
of Tenant or any person in or about the Leased Premises with the express or implied consent of
Tenant, or if the Premises should be so damaged by such a cause that rebuilding or repairs
cannot be completed within 90 working days, this Lease shall terminate, and rent shall be
abated for the unexpired portion of this Lease, effective as of the date of written
notification as provided in Paragraph 8.01.





Partial Destruction





	6.02.	 	If the Leased Premises are damaged by fire, flood, or other casualty not the fault of Tenant
or any person in or about the Leased Premises with the express or implied consent of Tenant,
but not to such an extent that rebuilding or repairs cannot reasonably be completed within 45
working days from the date of the commencement of the rebuilding or repairs, this Lease shall
not be terminated except as provided in Subparagraphs (a) and (b).






(a) If the partial destruction of the Leased Premises occurs prior to the final six
months of the Lease term, Landlord shall, at its sole cost and risk, proceed
immediately to rebuild or repair the damaged buildings and improvements to
substantially the condition in which they existed prior to such damage. If the
Leased Premises are untenantable in whole or in part following such damage, the rent
payable during the period in which they are untenantable shall be adjusted equitably.
In the event that Landlord should fail to complete such rebuilding or repairs within
45 working days from the date of the commencement of the rebuilding or repairs,
Tenant may terminate this Lease by written notification to Landlord. On such
notification, all rights and obligations under this Lease shall cease.




(b) If partial destruction of the Leased Premises occurs in the final six months of
any leased term, Landlord need not rebuild or repair the Premises. If Landlord
elects not to rebuild or repair the Premises and the Leased Premises are untenantable
in whole or in part following such damage, Tenant may elect to terminate the Lease or
to continue the Lease with the rent for the remainder of the Lease period adjusted
equitably.



PARAGRAPH 7. CONDEMNATION




Total Condemnation



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	7.01.	 	If the whole of the Leased Premises shall be taken by any public or quasi-public authority
under the power of eminent domain, condemnation, or expropriation or in the event of a
conveyance in lieu thereof, then this Lease shall terminate on the date when Tenant is
required to yield possession. Rent shall abate and Tenant shall have no claim against
Landlord or the condemning authority for the value of the unexpired term of this Lease.





Partial Condemnation





	7.02.	 	If any part of the Leased Premises shall be so taken or conveyed and if such partial taking
or conveyance shall render the Leased Premises unsuitable for the business of the Tenant, then
the term of this Lease shall cease and terminate as of the date on which possession of the
Leased Premises is required to be surrendered to the condemning authority. Tenant shall have
no claim against Landlord or the condemning authority for the value of any unexpired portion
of this Lease. In the event such partial taking or conveyance is not extensive enough to
render the Premises unsuitable for the business of Tenant, this Lease shall continue in full
force and effect except that the rent shall be adjusted equitably during the unexpired portion
of the Lease.





Landlord’s Damages





	7.03.	 	In the event of any condemnation or taking, whether whole or partial, the Tenant shall not
be entitled to any part of the award. Tenant hereby expressly waives any right or claim to
any part of such amount and assigns to Landlord any such right or claim to which Tenant might
become entitled.





Tenant’s Damages





	7.04.	 	Although all damages in the event of any condemnation are to belong to the Landlord, Tenant
shall have the right, to the extent that it shall not diminish the Landlord’s award, to claim
and recover from the condemning authority, such compensation as may be separately awarded or
recoverable by Tenant under the Eminent Domain Code in Tenant’s own right for or on account
of, and limited solely to, any cost to which Tenant might be put in removing Tenant’s
merchandise, furniture, fixtures, leasehold improvements, and equipment.





PARAGRAPH 8. INDEMNITY AND PERSONAL INJURY/PROPERTY INSURANCE




Indemnity




	8.01.	 	Tenant agrees to indemnify and hold Landlord harmless against any and all claims, demands,
damages, costs, and expenses, including all attorneys’ fees and associated costs, arising from
the conduct or management of Tenant’s business on the Leased Premises, Tenant’s use of the
Leased Premises, Tenant’s presence in the Building or on the Property, or from any breach on
the part of Tenant of any conditions of this Lease, or from any act or negligence of Tenant,
its officers, agents, contractors, employees, sublessees, or invitees in or about the Leased
Premises, Building, or Property. In case of any action or proceeding brought against Landlord
by reason of any such claim, Tenant, on notice from Landlord, agrees to defend the action or
proceeding.





Personal Injury and Property Insurance





	8.02	 	Landlord shall at all times during the term of this Lease maintain a policy or policies of
insurance insuring the Building against all risk of direct physical loss; provided, Landlord
shall not be obligated in
anyway or manner to insure any personal property (including, but not limited to, any
furniture, fixtures, and equipment,




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	 	 	machinery, goods or supplies) of Tenant or which Tenant may have upon or within the Leased
Premises or any fixtures installed by or paid for by Tenant upon or within the Leased
Premises or any additional improvements which Tenant may construct on the Leased Premises.
	 
	 	 	          Tenant shall, at its expense, during the term hereof, maintain public liability and
property damage insurance policies with respect to the Leased Premises. Such policies shall
have limits of at least $1,000,000.00 for injury or death to any one person and
$3,000,000.00 for any one accident, and $1,000,000.00 with respect to damage to property.





PARAGRAPH 9. MISCELLANEOUS




Mortgages


9.01. Tenant accepts this Lease subject to any deeds of trust, security interests, or mortgages
that might now or later constitute a lien on the Property, Building or on improvements to the
Property, Building, or the Leased Premises. Tenant must, on demand, execute any instruments,
releases, or other documents that are required by any mortgagee for the purpose of subjecting and
subordinating this Lease to the lien of any such deed of trust, security interest, or mortgage
constituting a lien on the Building or improvements in the Building or the Leased Premises,
Landlord has the right to waive the applicability of this Paragraph so that this Lease will not be
subject and subordinate to any such deed of trust, security interest, or mortgage.




Americans With Disabilities Act



9.02. Landlord agrees that at the commencement of this Lease, the Premises will comply with the
requirements of that certain federal statute known as the Americans With Disabilities Act (42
U.S.C. §12101 et seq.) and the regulations promulgated in connection therewith, as the same shall
be amended from time to time, hereinafter, collectively, the “ADA,” as and when such compliance is
required pursuant to the terms of the ADA. Tenant agrees that any alterations, additions, or
improvements which Tenant may make in the Premises during the term or any renewal or extension of
this Lease (the “Additional Improvements”), shall be so made in accordance with the terms of this
Lease and the ADA, to the extent the ADA is applicable to the Premises as of the date or dates such
alterations, additions, or improvements are in the Premises. In addition, Tenant agrees to make
any necessary alterations, additions, or improvements to remain in compliance with the ADA during
the term and any renewal or extension of this Lease as and when such compliance is required
pursuant to the terms of the ADA.




Pennsylvania Law to Apply



9.03. This Lease shall be governed by and construed in accordance with the laws of the Commonwealth
of Pennsylvania. All obligations of the parties created by this agreement are performable in Erie
County, Pennsylvania.




Legal Construction



9.04. In the event any one or more of the provisions contained in this agreement shall for any
reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity,
illegality, or unenforceability shall not affect any other provision of the agreement, and this
agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been
included in the agreement.




Amendment



9.05. No amendment, modification, or alteration of the terms of this Lease shall be binding unless
in writing,
dated subsequent to the date of this Lease, and duly executed by the Landlord and Tenant.




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Tenant and Related References



9.06. All references herein to Tenant shall include Tenant’s officers, employees, agents, and
invitees.




               Intending to be legally bound hereby, the undersigned Landlord and Tenant execute this Lease
on the day and year set forth above.



	 	 	 	 	 
	 	Landlord: Erie Insurance Exchange 

By its Attorney-in-Fact, Erie

Indemnity Company

 	 
	 	By:  	/s/ Chip Dufala
 	 
	 	 	Chip Dufala, Executive Vice President 	 
	 	 	Erie Indemnity Company, as
Attorney-in-Fact 	 
	 
	 	Tenant: Erie Indemnity Company

 	 
	 	By:  	/s/ Cheryl Ferrie
 	 
	 	 	Cheryl Ferrie, Senior Vice President 	 
	 	 	 	 



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LEASE

BETWEEN

ERIE INSURANCE EXCHANGE




acting by and through its attorney-

in-fact, ERIE INDEMNITY COMPANY




AND



ERIE INDEMNITY COMPANY



TABLE OF CONTENTS




	 	 	 	 	 

	Paragraph 1. Leased Premises Description and Term
	 	 	1	 
	Paragraph 2. Basic Rent
	 	 	2	 
	Paragraph 3. Use of Premises
	 	 	3	 
	Paragraph 4. Maintenance and Surrender
	 	 	3	 
	Paragraph 5. Alterations, Additions, Improvements, and Fixtures
	 	 	3	 
	Paragraph 6. Damage or Destruction
	 	 	4	 
	Paragraph 7. Condemnation
	 	 	4	 
	Paragraph 8. Indemnity and Personal Injury/ Property Insurance
	 	 	5	 
	Paragraph 9. Miscellaneous
	 	 	6	 







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