SETTLEMENT AGREEMENT UNITED STATES OF AMERICA AND TRIZECHAHN MID-ATLANTIC MANAGEMENT SERVICES, L.L.C./ TRIZECHAHN ROSSLYN NORTH LIMITED PARTNERSHIP Background 1. Title III of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12181 et seq., is referred to as "Title III" or the "ADA." 2. The parties to this Settlement Agreement are the United States of America and TrizecHahn Mid-Atlantic Management Services, L.L.C./TrizecHahn Rosslyn North Limited Partnership (collectively, "Manager/Owner"). 3. TrizecHahn Rosslyn North Limited Partnership is the owner of a commercial office building at 1911 North Fort Myer Drive in the Rosslyn area of Arlington, Virginia. TrizecHahn Mid-Atlantic Management Services, L.L.C is the management agent for the Partnership. 4. The Endependence Center of Northern Virginia, Inc. ("ECNV") is an independent living center. ECNV is an organization that includes, is associated with the serves individuals with disabilities in various ways, including the provision of peer counseling, training in living independently and referral services. 5. The commercial office building at 1911 North Fort Myer Drive referred to in paragraph three and various private entities within it engage in operations that affect commerce and are places of public accommodation within the meaning of 42 U.S.C. § 12181. 6. In September 1998, ECNV filed a complaint with the United States Department of Justice alleging, in sum, that ECNV had been discriminated against by Manager/Owner in violation of Title III of the ADA by refusing to lease to ECNV office space at 1911 North Fort Myer Drive. 7. Upon receiving ECNV’s complaint, the Department of Justice conducted an investigation in accordance with 42 U.S.C. § 12188 (b) (1) (A) (i) and determined that Manager/Owner (based upon the action of a leasing employee and not as part of a pattern or practice of discrimination by Manager/Owner) had discriminated against ECNV in violation of Title III of the ADA, 42 U.S.C. § 12181 et seq. and the Department of Justice’s regulation implementing Title III, 28 C.F.R. Part 36. 8. Manager/Owner enters into this Agreement as a means of reaffirming its commitment to nondiscrimination with respect to persons with disabilities. Manager/Owner denies that it has violated the ADA, and nothing in this Agreement shall be construed in any way as an admission of any unlawful or wrongful acts by Manager/Owner. The United States and Manager/Owner have determined that their respective interests can be met by resolving this matter and voluntarily entering into this Settlement Agreement. The Attorney General is authorized by 42 U.S.C. § 12188 to institute a civil action against Manager/Owner on the basis of the complaint filed by ECNV with the Department of Justice. In consideration of the parties entering into this Settlement Agreement, the Attorney General shall not institute any civil action alleging discrimination by Manager/Owner in violation of Title III on the basis of the complaint filed by ECNV with the Department of Justice. Non-Monetary Terms 9. Manager/Owner, by and through its officials, agents and employees (other than officials, agents and employees of real estate brokerage firms or other entities unrelated to Manager/Owner) , shall not unlawfully discriminate against any individual on the basis of disability with respect to the leasing of commercial real property. 10. Manager/Owner shall notify the United States if any individual brings any lawsuit, written complaint, charge, or allegation alleging discrimination by Manager/Owner in violation of the ADA with respect to the leasing of commercial real property in the Washington, D.C. metropolitan area. Such notification shall be provided in writing within ten days of the date on which Manager/ Owner has received written notice of the allegation and shall include, at a minimum, the name of the individual bringing the allegation, the nature of the allegation and any documentation possessed by Manager/Owner which is relevant to the allegation. 11. Manager/Owner shall make available to the United States for inspection and copying, within fourteen days after Manager/ Owner’s receipt of written notice of a request by the United States, any document(s) which is or are relevant to Manager/ Owner’s compliance with and implementation of this Agreement. 12. Manager/Owner shall provide training annually to each of its officials, agents and employees (other than officials, agents and employees of real estate brokerage firms or other entities unrelated to Manager/Owner) located in the Washington, D.C. metropolitan area who are involved in the leasing of commercial real -2- property, regarding requirements of the ADA applicable to the leasing of commercial real property. The matters addressed at and scope of the training shall include, among other things, the potential consequences of the type of ADA violation alleged herein. Monetary Terms 13. Pursuant to 42 U.S.C. § 12188 (b) (2) (C), a civil penalty is assessed against Manager/Owner in the amount of $10,000.00, to vindicate the public interest for a first violation. This amount shall be forwarded to the undersigned counsel for the United States within thirty days of the effective date of this Settlement Agreement (the "Effective Date") , which shall be the date on which Manager/Owner receives a fully executed copy of this Settlement Agreement, and shall be in the form of a check made payable to "United States Treasury." 14. Within ten days of the Effective Date, ECNV shall provide to the undersigned Manager/Owner (a) an executed Release Form in the form attached as Appendix A to this Agreement and (b) a copy of the Request for Withdrawal of Complaint of Discrimination ("Request for Withdrawal") filed by ECNV with the Arlington County Human Rights Commission ("ACHRC") in the form attached as Appendix B to this Agreement for termination of the proceedings (No. 99-041-CRE) on the Complaint that had been filed by ECNV with ACHRC ("ACHRC Complaint"). 15. Within thirty days of Manager/Owner’s receipt of (a) ECNV’s executed Release Form, (b) the Request for Withdrawal and (c) Written Notice of Termination of Proceedings issued by ACHRC on the ACHRC Complaint in the form attached as Appendix C to this Agreement, Manager/Owner shall pay to ECNV the total amount of $550,000.00, consisting of the following: (1) $200,000.00 in compensatory damages; and (2) a $350,000.00 charitable donation to support ECNV’s programs for individuals with disabilities. Payment shall be made to ECNV in the form of a check(s), and shall be forwarded to ECNV in care of its Executive Director, Michael J. Cooper, via certified mail/return receipt requested. A copy of the check(s) and any accompanying correspondence shall be forwarded to the undersigned counsel for the United States when the check(s) is forwarded to ECNV. Other Terms 16. The United States may review compliance with this Settlement Agreement at any time. The United States may institute a civil action in an appropriate United States District Court to -3- enforce the applicable provisions of the ADA or this Agreement, or both, if the United States determines that this Agreement or any requirement thereof has been violated. Prior to instituting a civil enforcement action, the United States shall raise its concern(s) with Manager/Owner in writing and shall attempt to resolve those concerns in good faith. Manager/Owner shall be given thirty days following Manager/Owner’s receipt of written notice from the United States specifying such concerns within which to address those concerns prior to the institution of an action by the United States. 17. Failure by the United States to enforce this entire Settlement Agreement or any of its provisions shall not be construed as a waiver of its right to enforce other provisions of this Settlement Agreement. 18. An individual executing this document in a representative capacity for either party is authorized to bind that party to this Settlement Agreement. 19. This Settlement Agreement shall be in effect for two years commencing on the Effective Date. On behalf of TrizecHahn Mid-Atlantic Management Services, L.L.C By: /S/ 1250 Connecticut Avenue, N.W. Suite 500 Washington, D.C. 20036 (202) 364-6300 Dated: April 6, 1999 On behalf of TrizecHahn Rosslyn North Limited Partnership By: /S/ Its: Authorized Signatory 1250 Connecticut Avenue, N.W. Suite 500 Washington, D.C. 20036 (202) 364-6300 Dated: April 6, 1999 -4- For the United States of America: Bill Lann Lee Acting Assistant Attorney General By: /S/ John L. Wodatch Allison J. Nichol Steven E. Butler Disability Rights Section Civil Rights Division United States Department of Justice Post Office Box 66738 Washington, D.C. 20035-6738 (202) 514-8887 Dated: April 7, 1999 -5- APPENDIX A RELEASE FORM STATE OF VIRGINIA COUNTY OF ARLINGTON In consideration of a monetary payment by TrizecHahn Mid-Atlantic Management Services, L.L.C./TrizecHahn Rosslyn North Limited Partnership (collectively, "Manager/Owner") in the amount of $550,000.00 ("Payment") , consisting of $200,000 in compensatory damages and a $350,000 charitable donation to support programs by the Endependence Center of Northern Virginia, Inc. ("ECNV") for individuals with disabilities, pursuant to a Settlement Agreement between the United States and Manager/Owner effective [add] , 1999 (the "Settlement Agreement") , ECNV, on its own behalf and on behalf of all of its shareholders, directors, officers, employees and agents, hereby releases Manager/Owner, and its shareholders, directors, officers, partners, members, employees, agents and affiliates, past or present, from any and all legal and equitable claims, including, but not limited to, all federal, state and local claims and all rights to initiate or prosecute any complaints or claims to or proceedings with, any federal, state or local governmental agency, by ECNV or any of its shareholders, directors, officers, employees and agents, arising from ECNV’s attempt to lease, or the accessibility of, commercial real property at 1911 North Fort Myer Drive, Arlington, Virginia as described in the Settlement Agreement. ECNV further certifies that it has filed a Request for Withdrawal of Complaint of Discrimination ("Request for Withdrawal") , in the form attached as Appendix B to the Settlement Agreement, with the Arlington County Human Rights Commission ("ACHRC") withdrawing with prejudice the ECNV complaint filed with ACHRC (the "ACHRC Complaint") . The Payment shall be made within thirty days of Manager/Owner’s receipt of (a) this Release Form executed by ECNV, (b) the Request for Withdrawal and (c) the Notice of Termination of Proceedings (No. 99-041-CRE) issued by ACHRC on the ACHRC Complaint in the form attached as Appendix C to the Settlement Agreement. This Release constitutes the entire agreement between ECNV and Manager/Owner without exception or exclusion. I acknowledge that a copy of the Settlement Agreement in this action has been made available to ECNV. I HAVE READ THIS RELEASE AND UNDERSTAND THE CONTENTS THEREOF AND I EXECUTE THIS RELEASE OF MY OWN FREE ACT AND DEED. Signed this day of , 1999. Michael J. Cooper Executive Director Endependence Center of Northern Virginia, Inc. Sworn and subscribed to before me this day of , 1999. NOTARY PUBLIC My commission expires: 113097 APPENDIX B REQUEST FOR WITHDRAWAL OF COMPLAINT OF DISCRIMINATION You recently indicated a desire to withdraw your complaint of discrimination. Your complaint is presently filed with the Arlington Human Rights Commission. Your request will be considered and acted upon when received. ARCO No. 99-041 CRE Complainant: Respondent: Michael Cooper, Executive Director TrizecHahn Office Properties Endependence Center of Northern Virginia I am aware that the Arlington Human Rights Commission protects my rights to file a complaint. I have been advised that it is unlawful for any person covered by Chapter 31 of the Arlington County Code to threaten, intimidate, harass, or otherwise retaliate against me because I have filed a complaint. I have not been coerced into requesting this withdrawal. I request the withdrawal of my complaint because: Respondent and I have reached a mutually agreeable settlement. I wish to withdraw my complaint filed with the Arlington Human Rights Commission: Date Signature Date Approving Official APPENDIX C Name Re: Endependence Center of Northern Virginia v. TrizecHahn Office Properties ARCO NO. 99-041-CRE Dear: This is to inform you that the above referenced Complaint of Discrimination has been withdrawn at the request of Complainant. This concludes our investigation into this matter and all relevant case files in this office will be closed. Thank you for your cooperation in this matter. Sincerely, Audrey F. Morton Executive Director CC: