750 COLLEGE ROAD ASSOCIATES, L.P.
BASIC LEASE PROVISIONS
This Lease consists of the Cover Sheet, Table of Contents, Basic Lease
Provisions, General Lease Provisions, Riders and Exhibits, all of which are
attached and incorporated by reference for all purposes. The terms defined in
the Basic Lease Provisions, General Lease Provisions, Riders and Exhibits shall
be deemed to have the meanings ascribed, wherever used herein. The Cover Sheet,
Table of Contents and headlines of paragraphs, Riders and Exhibits are for
convenience only and shall not be deemed to enlarge or diminish the meanings of
the provisions of this Lease.
LEASE DATE: June 30th, 2000
LANDLORD: 750 College Road Associates, L.P.
50 West State Street, Suite 112
Trenton, New Jersey 08608
Authorized Representative: Barry Howard
TENANT: ITXC CORP.
600 College Road East
Plainsboro, New Jersey 08536
Authorized Representative: Edward Jordan
LAND: The tract of land located in the Township of Plainsboro,
Middlesex County, New Jersey and described in Exhibit "A."
BUILDING: The building commonly known as 750 College Road East, Princeton
Forrestal Center, New Jersey, situated on the Land.
PREMISES: All of the third floor and a portion of the second floor of the
Building which together shall total 60,000 square feet of
Rentable Area as defined below. The Premises may be increased by
up to (5%) upon submission of final space plan.
TERM: Ten (10) years
RENEWAL TERM: Two (2) five-year renewal periods, as set forth in Section 2(b)
DATE: On or about August 1, 2001 (subject to adjustment pursuant to
Section 2 of the General Lease Provisions).
DATE: July 31, 2011 (subject to adjustment pursuant to Section 2 of the
General Lease Provisions).
BASIC RENT: For Lease Years 1-5, $1,794,000.00 ($29.90 per square foot of
Rentable Area) plus Tenant electric per year payable in twelve
(12) consecutive, equal monthly installments of $149,500.00;
provided, however for the first nine (9) months of the Term,
Tenant shall pay Basic Rent for only the greater of 45,000 square
feet of Rentable Area or 75% of the Rentable Area of the
Premises. For Lease Years 6-10, $1,953,000.00 ($32.55 per square
foot of Rentable Area) plus Tenant electric per year payable in
12 consecutive, equal monthly installments of $162,750.00.
The foregoing rent is based upon a Rentable Area of 60,000 square
feet. To the extent that the rentable square footage varies from
the amount set forth herein, the Basic Rent shall be adjusted
based upon the foregoing rental rates for the applicable periods.
1. Increases in Real Estate Taxes: Tenant's Allocated Share of
the increase in real estate taxes (including special assessments,
rental receipts or gross real estate taxes, if any, and any other
taxes now or hereinafter imposed in the nature of or in
substitution for real estate taxes) levied on the Building and
the Land in excess of the annual real estate taxes for the later
of (i) calendar year 2001 or (ii) the calendar year of the Lease
Commencement Date (the "Base Year"). Real estate taxes shall not
include interest or penalties assessed for the late payment of
2. Increases in Operating Costs: Tenant's Allocated Share of
the increase during the Term of the Lease in the Operating Costs
(as defined in the General Lease Provisions) over the annual
Operating Costs for the later of (i) calendar year 2001 or (ii)
the calendar year of the Lease Commencement Date (the "Base
ELECTRICAL SERVICE COST AMOUNT: $1.25 per rentable square foot, subject to the
provisions of Section 6 of the General Lease Provisions.
SECURITY DEPOSIT: Twelve (12) months' Basic Rent (see Section 3(e)).
LATE CHARGE: Two percent (2%) of the Installment of Rent due and unpaid.
OVERDUE INTEREST RATE: Two percent (2%) per annum in excess of the "prime rate"
then in effect at Citibank, N.A. in New York City (but not to
exceed the maximum rate of interest to be charged Tenant for the
use, forbearance or detention of money).
REIMBURSEMENT INTEREST RATE: Two percent (2%) per annum in excess of the "prime
rate" then in effect at Citibank, N.A. in New York City (but not
to exceed the maximum rate of interest to be charged Tenant for
the use, forbearance or detention of money).
TENANT'S ALLOCATED SHARE: 60.13%, which Landlord and Tenant agree is the
approximate proportion which the rentable area of the Premises
bears to the total rentable area of the Building. Tenant's
Allocated Share is subject to change in the event of a change in
the Rentable Area of the Premises.
RENTABLE AREA: Premises - 60,000 square feet (approximate)
Building - 99,783 square feet (approximate)
The computation of the Rentable Area includes the single tenant
floor usable area plus a Building add-on factor of 10.17%. The
single tenant floor usable area is the total floor area of the
floor measured from the inside surface of the exterior glass less
all vertical shafts, elevators, and stairways not for the
exclusive use of Tenant, with no deduction for columns and
projections necessary for the Building's structure. If a floor is
subdivided, the usable area is determined by measuring from the
inside surface of the exterior glass to the center of the
partition separating the office area from adjoining usable areas
and the add-on factor is adjusted to reflect Tenant's
proportionate share of areas on the floor shared with other
tenants. If the Rentable Area is different from that provided
herein at final measurement, the Rentable Area will be ratably
adjusted and the Basic Rent and Tenant's Allocated Share shall be
PERMITTED USE: General office use and use for internet telephony switching and
related ancillary uses, provided that the use of the Premises
shall remain primarily office space.
STANDARD INDUSTRIAL CLASSIFICATION: Tenant's Standard Industrial Classification,
as designated by the Standard Industrial Classification Manual
prepared by the Office of Management and Budget (the "SIC
Number") is 4813.
BROKER: Insignia/Edward S. Gordon Company, Inc.
Park 80 West Plaza 1
Saddle Brook, New Jersey 07663
GENERAL LEASE PROVISIONS
THIS LEASE AGREEMENT (the "Lease") is made on the Lease Date between
Landlord and Tenant.
WHEREAS, Tenant desires to lease space in the Building from Landlord and
Landlord is willing to lease space in the Building to Tenant upon the terms,
conditions, covenants and agreements set forth in this Lease. Intending to be
legally bound hereby, Landlord and Tenant agree:
1. Premises. Landlord hereby leases to Tenant, and Tenant hereby leases
from Landlord the Premises, for the Term and upon the terms, agreements,
covenants and conditions set forth in this Lease. The Premises are shown as
outlined in the attached Exhibit A-2. The Lease also includes the right,
together with other tenants of the Building and members of the public, to use
the common areas of the Building (hereinafter referred to as the "Common
Facilities") subject to such restrictions as may be incorporated in this Lease.
The Lease does not include any other rights not specifically set forth herein.
2. Term; Renewal Term.
(a) The Term of the Lease is for the period set forth in the Basic
Lease Provisions, beginning on the Lease Commencement Date and ending at
midnight on the Lease Expiration Date. If under the provisions of this Lease
the Term begins on a date other than the Lease Commencement Date set forth in
the Basic Lease Provisions, then Landlord shall advise Tenant in writing of the
date, and that date shall be the Lease Commencement Date. The Lease Expiration
Date shall also be adjusted to provide a term of occupancy equal to the Term set
forth in the Basic Lease Provisions. For the three (3) week period prior to the
Lease Commencement Date, the Tenant shall have the right to enter upon the
Premises for equipment, furniture, and communication installations, provided
such entry shall be subject to the provisions of Exhibit "B-2."
(b) Provided no Event of Default by Tenant shall have occurred and be
continuing hereunder and this Lease shall be in effect, Tenant shall have the
right to extend the Term hereof on two occasions for successive five-year
renewal terms (each a "Renewal Term"). In order to exercise its right to a
Renewal Term, Tenant shall give Landlord written notice of exercise no later
than nine months prior to the end of the Term or first Renewal Term, as
applicable, and Tenant may not exercise its right for the second Renewal Term
unless it has duly exercised its right for the first Renewal Term. During an
exercised Renewal Term, all of the terms and conditions of the Lease shall
continue in full force and effect, except for provisions, which, by their
nature, relate only to the initial Term and except that the Basic Rent shall be
the Fair Market Rent (herein defined), as determined herein.
The Fair Market Rent shall be the greater the Fair Market Rent for the
Premises and the Basic Rent for the immediately preceding Term or Initial
Renewal Term, as applicable. The Fair Market Rent shall be such rental as would
be agreed upon by willing and knowledgeable parties, neither of whom were acting
Within 30 days following receipt of Tenant's notice of exercise, Landlord
shall advise Tenant of Landlord's determination of the Fair Market Rent (the
"Initial Determination"). The Initial Determination shall be the Fair Market
Rent unless Tenant shall within 15 days of receipt of the Initial Determination
reject the Initial Determination by notice to Landlord. Tenant shall, together
with its notice of rejection, either (i) terminate the Lease as of the end of
the Term, or (ii) elect that the Fair Market Rent be established by an appraiser
mutually agreed upon by the parties. If the parties are unable to agree upon
the selection of an appraiser within ten (10) days, then each party shall within
an additional five-(5) days designate an appraiser and the appraiser so
designated shall within ten (10) additional days designate a third appraiser.
The three (3) appraisers so designated shall each render an opinion as to the
Fair Market Rent and the average of the three (3) determinations shall be the
Fair Market Rent. In the event a final determination of the Fair Market Rent
has not been established as of the Lease Commencement Date of the Renewal Tern
in question, the Initial Determination shall be deemed to be the Fair Market
Rent, subject to retroactive adjustment.
3. Rent, Security Deposit. Tenant shall pay as rent for the Premises the
following amounts (each of which shall be considered rent and all of which are
collectively referred to in this Lease as "Rent"):
(a) Basic Rent. The Basic Rent payable in advance on the first day
of each month in monthly installments without prior notice or demand and without
any set-off or deduction whatsoever at Landlord's principal office in the City
of Philadelphia or at such other place as Landlord may direct. The Basic Rent
for the first full month and the final month of the Term will be paid on the
date of this Lease. The Basic Rent for the unexpired portion of any month in
which the Term begins will be paid on the Lease Commencement Date.
(b) Additional Rent. Tenant will pay as additional rent ("Additional
Rent") at the times herein stated (if no times are stated, then on the first day
of the month after Landlord notifies Tenant of the amount of such additional
rent, except that any additional rent resulting from the adjustments provided
below determined after the Expiration Date of the Lease shall be paid within
thirty days after Landlord notifies Tenant of the additional amount due):
(i) Increases in Real Estate Taxes. Tenant's Allocated Share of
Increases in Real Estate Taxes (as defined in the Basic Lease Provisions). At
any time or times after the Base Year, Landlord may submit to Tenant a statement
of Landlord's reasonable estimate of any such tax increase over the Real Estate
Taxes during the Base Year and within thirty (30) days after delivery of such
statement and each month thereafter, Tenant shall pay to Landlord, as additional
monthly rent, an amount equal to one-twelfth (1/12) of the amount determined to
be Tenant's Allocated Share of such increase. Within ninety (90) days after the
expiration of each calendar year in which Tenant's monthly rent is increased
pursuant to this paragraph, Landlord may submit, or upon the request of Tenant,
Landlord shall submit, a statement showing the determination of the actual
amount of the total increase and Tenant's Allocated Share of such increase,
together with a copy of the Real Estate Tax bill. If such statement shows that
Tenant's monthly payments pursuant to this paragraph exceeded Tenant's Allocated
Share of the actual increase incurred for the preceding calendar year, then
Tenant may deduct such overpayment from its next payment or payments of monthly
rent. If such statement shows that Tenant's share of Landlord's actual increase
exceeded Tenant's monthly payments for the preceding
calendar year, then Tenant shall pay the total amount of such deficiency to
Landlord within thirty (30) days after the delivery of such statement. In the
event that the Lease Expiration Date is not December 31st, the increase to be
paid by Tenant for the calendar year in which the Lease Expiration Date occurs
shall be determined by multiplying the amount of Tenant's share thereof for the
full calendar year by a fraction with the number of days during such calendar
year prior to the Lease Expiration Date as the numerator and with 365 as the
denominator. Landlord represents that there is no abatement, credit or deferral
of Real Estate Taxes for the Base Year.
(ii) Increases in Operating Costs. Tenant's Allocated Share of
Increases in Operating Costs. The Operating Costs are hereby defined as the sum
of the following costs and expenses: (A) gas, electricity, water and sewer
charges and other utility charges (including surcharges) of whatever nature
(except to the extent separately charged to tenants under Section 6 of the
Lease); (b) insurance (including but not restricted to liability, fire,
casualty, boiler, plate glass, false arrest and defamation, workmen's
compensation, fidelity bonds, extended coverage, and any other form of insurance
which is reasonably required in the operation of a commercial property), (C)
building personnel costs, including but not limited to salaries, wages, fringe
benefits, and other direct and indirect costs of engineers, superintendents,
watchmen, porters, management and security personnel and any other building
personnel; (D) costs of service and maintenance contracts, including, but not
limited to, chillers, heat pumps, cooling towers, energy management systems,
boilers, sprinklers, controls, elevators, mail chutes and boxes, windows,
landscaping, common area maintenance, paving, security, janitorial and general
cleaning, snow and ice removal, exterminating and trash removal, and management
fees; (E) all other maintenance and repair expenses and costs of supplies which
are deducted by Landlord in computing its Federal income tax liability; (F) any
other costs and expenses (i.e., items which are not capital improvements)
incurred by Landlord in operating the Building or Common Facilities, if any, (G)
the amortized cost of purchasing and installing any energy saving device in the
Building; and (H) the cost of any additional services not provided to the
Building or Common Facilities at the Lease Commencement Date but thereafter
provided by Landlord in the prudent management of the Building and Common
Facilities. In the event that any business, rent or other taxes which are now
or hereafter levied upon Tenant's use or occupancy of the Premises or Tenant's
business at the Premises or on Landlord by virtue of Tenant's occupancy of the
Premises are enacted, changed or altered so that any of such taxes are levied
against Landlord or the mode of collection of such taxes is changed so that
Landlord is responsible for collection or payment of such taxes, any and all
such taxes shall be deemed to be a part of the Operating Costs and Tenant shall
pay the taxes that would otherwise be imposed on it to Landlord. Operating
Costs shall not include (A) principal or interest payments on any mortgages,
deeds of trust or other financing encumbrances, (B) leasing commissions payable
by Landlord, (C) deductions for depreciation of the Building or (D) capital
improvements which are not deducted by Landlord in computing its Federal income
tax liability (except as otherwise expressly provided herein). For purposes
hereof, "Operating Expenses" shall also not include the following: (a) expenses
incurred in connection with the leasing of space in the Building, including,
without limitation, leasing commissions, rent concessions, tenant improvements,
tenant buyouts and advertising expenses and legal fees and disbursements in
connection with leases, lease terminations, modifications, renewals and
extensions; (b) executive salaries and benefits above the grade of building
manager; (c) repairs or other work (including rebuilding) occasioned by insured
fire, windstorm or other casualty or by condemnation; (d) depreciation; (e)
interest on, and amortization of, any debts; (f) rent payable under any ground
lease to which this Lease is subject; (g) expenses incurred in negotiating and
enforcing leases against tenants, including
attorneys' fees; (h) costs of financing, re-financing or re-structuring any debt
obligations with respect to the Building and related legal fees and
disbursements; (i) fines, penalties and late payments incurred by Landlord due
to Landlord's violations of law, permits, leases or contracts pertaining to the
Building; (j) expenses in connection with services of a type which are not
available to Tenant but which are provided to another tenant or occupant of the
Building; (k) expenses which arise out of additions to the Building; (l)
insurance increases due to any extra hazardous uses made in the Building by
Landlord or any other tenants; (m) expenses for repairs or other work covered by
insurance proceeds; (n) expenses incurred in connection with the sale of the
Building and/or the Land or any interest therein; (o) cost of any work or
service performed in any instance for or supplied to a specific tenant
(including Tenant) at the cost of such tenant; (p) compensation paid to clerks,
attendants or similar persons in commercial concessions operated by Landlord;
(q) the cost of installing, operating and maintaining any specialty service such
as an observatory or broadcasting facilities but excluding a cafeteria and
fitness facility; (r) any fee or expenditure in excess of the amount which would
be paid in an arm's length transaction paid to any corporation or entity which
controls, is controlled by or under control with Landlord or any partner or
shareholder of Landlord or any person which is a relative by blood or marriage
of any shareholder, partner or officer or director of Landlord; and (s) cost of
correcting defects in the original design and construction of the Building. At
any time or times after the Base Year Landlord may submit to Tenant an estimate
of the increase of the Operating Costs and within thirty (30) days after the
delivery of such statement, and each month thereafter, Tenant will pay to
Landlord, as additional monthly rent, an amount equal to one-twelfth (1/12) of
the amount determined to be Tenant's Allocated Share of such increase. Within
ninety (90) days after the expiration of each calendar year in which Tenant's
monthly rent is increased pursuant to this paragraph, Landlord may submit, or
upon the request of Tenant, Landlord shall submit, a statement showing the
determination of the total increase and Tenant's proportionate share of such
increase. Notwithstanding anything to the contrary set forth in this section
3(b)(ii), if Landlord shall fail to render the required statement for any
calendar year by June 1 of the succeeding calendar year, Tenant may cease to pay
installments of Operating Expenses until such time as such statement is
rendered. At the time that Landlord's Statement is rendered, Tenant shall,
within thirty (30) days following receipt thereof, pay to Landlord the
installments of Operating Expenses withheld by Tenant. If Tenant shall deliver
notice to Landlord that it desires to examine the records concerning Operating
Expenses before the end of the second anniversary of the date Tenant receives
Landlord's Statement, Landlord shall provide access to, and Tenant shall have
the right to examine such records for a period of ninety (90) days after
Landlord makes such records available to Tenant or its agents. If after an
examination of the records, either Landlord and Tenant agree or an arbiter
determines that there occurred an overpayment of Operating Expenses by Tenant
equal to or greater than five percent (5%), then Landlord shall pay to Tenant
interest on such overpayment at the Overdue Rate then in effect from the date of
such payment until the date the Tenant receives such refund. If it is determined
that a miscalculation or mathematical error exists with respect to any
particular categories of Operating Expenses for the year in question, and
provided that Landlord verifies such miscalculation or error and shall
reasonably and in good faith determine that such miscalculation or error existed
in previous operating years, then such categories of Operating Expenses for each
of the lease years for which such calculation or mathematical error exists shall
be adjusted accordingly. If such statement shows that Tenant's share of
Landlord's actual increase exceeded Tenant's monthly payments for the preceding
calendar year, then Tenant shall pay the total amount of such deficiency to
Landlord. Such deficiency shall constitute additional rent hereunder due and
payable with the first monthly installment of Rent due after rendition of said
statement, or if payments have been accelerated pursuant to Section 15 below,
within ten (10) days after rendition of such statement. In the event that the
Lease Expiration Date is not December 31st, the increase to be paid by Tenant
for the calendar year in which the Lease Expiration Date occurs shall be
determined by multiplying the amount of Tenant's share thereof for the full
calendar year by a fraction with the number of days during such calendar year
prior to the Lease Expiration Date as the numerator and 365 as the denominator.
(c) Demand; Time. Each of the foregoing amounts of Rent shall be
paid to Landlord without demand and without deduction, set-off or counterclaim
on the first (1st) day of every month during the Term of this Lease. If Landlord
shall at any time or times accept Rent after it shall become due and payable,
such acceptance shall not excuse a delay upon subsequent occasions, or
constitute, or be construed as, a waiver of any or all of Landlord's rights
(d) Base Expense Adjustments. In the determination of the Base Real
Estate Taxes and the Base Operating Expenses Landlord shall make appropriate
adjustments to the actual costs in order to reflect what the base expenses would
have been if the Building were 95% occupied if in the base year average
occupancy was less than 95%.
(e) Security Deposit. Tenant shall deposit with Landlord on or
before the date hereof, a security deposit (the "Security Deposit") in an amount
equal to twelve months' Basic Rent, subject to reduction in amount as provided
herein. Provided no Event of Default by Tenant shall have occurred (i) if
Tenant's audited annual financial statements (for years commencing with the year
in which the Term begins) indicates that for two (2) consecutive years Tenant
has after tax net income (excluding one time events) in excess of $10,000,000.00
per annum and a minimum net worth of $50,000,000.00, then the amount of the
Security Deposit shall be reduced to an amount equal to six (6) months' Basic
Rent, and (ii) if the aforesaid income and net worth are maintained for two
additional consecutive fiscal years, Landlord shall agree to return the Security
Deposit to Tenant. Landlord, in the event that the Building is sold, shall
transfer and deliver the Security Deposit to the purchaser of the Building and
shall notify Tenant thereof, and thereupon Landlord shall be discharged from any
further liability with reference thereto. In lieu of a cash deposit, Tenant may
post with Landlord a letter of credit in the amount of the Security Deposit
issued by a bank reasonably satisfactory to Landlord. The letter of credit shall
be substantially in the form attached hereto as Exhibit "B" and shall be for a
term of (or renewable for) ten (10) years. Tenant's failure to renew the letter
of credit at least sixty (60) days prior to its stated expiration, shall
constitute an Event of Default hereunder. Upon the occurrence of any Event of
Default by Tenant hereunder, Landlord shall have the right to draw on the letter
of credit, from time to time in such amounts as are due Landlord under the terms
of this Lease, in Landlord's reasonable judgment, arising out of Tenant's Event
of Default. The letter of credit shall be transferable by Landlord in the event
of any transfer by Landlord of the Premises.
4. Use of Premises. Tenant will use and occupy the Premises solely for
the Permitted Use and then only in accordance with the uses permitted under
applicable zoning and other governmental regulations; without the prior written
consent of Landlord the Premises will be used for no other purpose. Tenant will
not use or occupy the Premises for any unlawful purpose and will comply with all
present and future laws, ordinances, regulations, and orders of the United
States of America and any other public or quasi-public authority having
jurisdiction over the Premises or the Common Facilities.
5. Common Facilities.
(a) The Common Facilities shall at all times be subject to the
exclusive control and management of Landlord. Landlord shall have the right to
establish, modify and enforce reasonable rules and regulations with respect to
the Common Facilities; to change the areas, locations and arrangements of Common
Facilities; to enter into, modify and terminate easement and other agreements
pertaining to the use and maintenance of the Common Facilities; to construct
surface or elevated parking areas and facilities; to establish and change the
level of parking surfaces; to establish, modify and enforce rules, regulations
for parking facilities provided by Landlord, if any; to close all or any portion
of such parking areas or other Common Facilities to such extent as may, in the
opinion of Landlord, be necessary to prevent a dedication thereof or the accrual
of any rights to any person or to the public therein; to close temporarily any
or all portions of the said areas or facilities; and to do and perform such
other acts in and to said areas and improvements as Landlord, in the exercise of
good business judgment, shall determine to be advisable, provided that none of
the foregoing shall adversely affect Tenant or Tenant's agents' access to or use
of the Premises or reduce the usable area of the Premises. Landlord agrees that
it shall not enact any rule or regulation with respect to the Common Facilities,
including the parking facilities, that unduly interferes with Tenant's permitted
use of the Premises. Landlord agrees that it shall apply the rules and
regulations to the tenants of the Building in a uniform manner and shall not
discriminate against Tenant in applying such rules and regulations.
(b) Landlord reserves the right in its sole discretion to change,
rearrange, alter, modify, reduce or supplement any or all of the Common
Facilities so long as adequate facilities in common are made available to the
Tenant, provided that none of the foregoing shall adversely affect Tenant or
Tenant's agents' access to or use of the Premises or reduce the usable area of
6. Services and Utilities
(a) Landlord will furnish air-conditioning during the seasons of the
year when air-conditioning is required and heat during the seasons of the year
when heat is required with a system designed to perform in accordance with those
specifications set forth in Exhibit "B-1" attached hereto and made a part
hereof. Landlord will supply reasonably adequate water, exterior window
cleaning, char and janitorial and such other service (done after 5:30 PM Monday
through Friday, only (except legal holidays)) and such other building services
and maintenance of the Building, Building systems and Common Facilities as are
required in Landlord's sole but reasonable judgment commensurate with the
standards of a first-class office facility. Landlord shall not be obligated to
provide janitorial service if Tenant refuses entry to the cleaning staff after
5:30 P.M. Landlord will also provide elevator service by means of
automatically-operated elevators. Landlord shall have the right to remove
elevators from service if required for moving freight, or for servicing,
maintaining or constructing the Building. If due to use of the Premises or
rearrangement of partitioning after the initial preparation of the Premises
interference with normal operation of the air-conditioning in the Premises
results, necessitating changes in the air-conditioning system servicing the
Premises, such changes shall be made by Landlord upon written notice to Tenant
at Tenant's sole cost and expense. Tenant agrees to lower and close window
coverings when necessary because of the sun's position whenever the air-
conditioning system is in operation and Tenant agrees at all times to cooperate
fully with Landlord and to abide by all the Rules and Regulations which Landlord
may prescribe for the proper functioning and protection of the air-conditioning
(b) Landlord shall furnish the electric energy that Tenant shall
require in the Premises consistent with the electrical specifications set forth
in Exhibit "D" attached hereto and made a part hereof. Tenant shall pay
Landlord, as Additional Rent, the cost of its use of electricity within the
Premises (the "Electrical Service Cost Amount") for lighting and for operating
office equipment and similar equipment (excluding heating, ventilation and
cooling, which shall be included in Recognized Expenses). The Electrical
Service Cost Amount shall be based upon a submeter and the actual rates charged
by the electric utility serving the Building. Tenant shall pay to Landlord the
Electrical Service Cost Amount in monthly installments in advance together with
its payment of Basic Rent. Landlord shall provide Tenant with an annual
statement indicating the charges for electrical consumption actually incurred by
Tenant during the prior year based on meter readings made by Landlord. If such
meter readings indicate that Tenant has incurred charges for electrical
consumption in excess of the Electrical Service Cost Amount, Tenant shall pay
such excess to Landlord on the date the next installment of Basic Rent is due.
If such meter readings indicate that Tenant has incurred charges for electrical
consumption in an amount less than the Electrical Service Cost Amount, then the
amount of the excess Electrical Service Cost Amount paid by Tenant shall be
credited against the next installment of Basic Rent. In either event, the
Electrical Service Cost Amount shall thereafter be adjusted to reflect actual
electricity consumption (based on the meter readings).
Tenant's use of electric energy in the Premises shall not at any time
exceed the capacity of any of the electrical conductors and equipment serving
the Premises, as the same are specified in Exhibit "D". Tenant covenants not to
connect any additional fixtures, appliances or equipment to the electric
distribution system which would exceed the capacity of its electrical conductors
and equipment or make any alteration or addition to the electric system of the
(c) The Building shall contain a cafeteria which shall be of an
equivalent level of quality and of proportionate size to the cafeteria operated
by Landlord's affiliate at premises 650 College Road East, Princeton Forrestal
Center. The cafeteria shall be operated pursuant to rules and regulations now
or hereafter adopted by Landlord and shall be open Monday through Friday through
the lunch hour.
(d) All services and utilities provided by Landlord shall be provided
during normal hours of operation of the Building (except char and janitorial
services and the cafeteria which are described above), which are 7:30 AM to 5:30
PM Monday through Friday and 9:00 AM to 12:00 noon Saturday. There are no
normal hours of operation of the Building on Sundays or legal holidays and
Landlord shall not be obligated to maintain or operate the Building at such
times unless special arrangements are made by Tenant. Landlord will furnish all
services and utilities required by this Lease only during the normal hours off
operation of the Building, unless otherwise specified herein. One automatically
operated elevator shall be subject to call at all times. Tenant shall have
access to the Premises on a 24-hour per day and 7-day per week basis. If Tenant
requires air-conditioning or heat beyond the normal hours of operation set forth
herein and provided arrangements are made with the Landlord's agent, Landlord
will furnish such air-conditioning or heat if the Tenant agrees to pay for the
same with the next monthly installment of rent in accordance with the then-
current schedule of costs and assessments therefor, which such schedules shall
be published from time to time by Landlord and furnished to Tenant, the same
being determined by Landlord's engineer to reflect Landlord's cost. Landlord
shall not be liable for failure to furnish, or for delays, suspensions or
reductions in furnishing,
any of the utilities or services required to be performed by Landlord caused by
breakdown, maintenance, repairs, strikes, scarcity of labor or materials, acts
of God, Landlord's conformance to governmental legislation, regulation, or
judicial or administrative orders, or from any other cause whatsoever.
(e) In the event an interruption of any of the services to be
provided by Landlord described in this Section 6 or elsewhere in this Lease
(other than interruption caused by reasons beyond Landlord's reasonable control
or interruptions in operation of the cafeteria or fitness room), which
interruption substantially interferes with Tenant's conduct of business at the
Premises, continues for more than five (5) consecutive business days, all items
of rent and additional rent shall thereafter be abated during the continuity of
such substantial interference until such services are restored to where no
substantial interference continues.
7. Completion of Improvements.
(a) Landlord shall construct upon the Land the Building and other
improvements substantially in accordance with the Base Building Specifications
attached hereto as Exhibit "B-1." Before the Lease Commencement date, Landlord
will prepare the Premises for occupancy by Tenant in the manner and on the terms
stated in the Work Letter attached hereto as Exhibit "B-2." Landlord shall
provide an allowance of $1.50 multiplied by the Rentable Area of the Premises
(the "Design Allowance") to be applied by Tenant to the cost of designing and
preparing construction drawings of the Premises. Landlord shall provide an
allowance of $25.00 multiplied by the Rentable Area of the Premises (the "Tenant
Improvement Allowance") to be applied by Landlord to the cost of preparing the
Premises. In addition to the Design Allowance and the Tenant Improvement
Allowance, Landlord shall contribute not in excess of $118,500.00 towards the
cost of wiring the Premises (the "Wiring Allowance"). Additionally, Landlord
shall provide an allowance of $50,000.00 towards the cost of a fitness center to
be located within the Premises (the "Fitness Center Allowance"). All costs
above the Tenant Improvement Allowance shall be paid by Tenant on a pro rata
(i.e. in the proportion that Tenant's overage bears to the total cost of the
work) basis from time to time as payments are made to Landlord's contractor and
other professionals for completion of the work. To the extent the Tenant
Improvement Allowance, Design Allowance, Wire Allowance and Fitness Center
Allowance are not fully utilized for their intended purposes, any unused portion
may be applied at Tenant's option to installments of Basic Rent next coming due
or to other costs incurred by Tenant (e.g. consulting or legal fees, moving
expenses, equipment, trade fixtures, furniture and/or signage).
(b) Landlord shall be excused for the period of any delay and shall
not be deemed in default with respect to the completion of the foregoing
improvements or the construction of the Building when prevented from so doing by
cause or causes beyond Landlord's reasonable control, which shall include,
without limitation, all labor disputes, civil commotion, war like operations,
invasions, rebellion, hostilities, military or usurped power, sabotage,
governmental regulations or controls, fire or other casualty, inability to
obtain any material, services, weather, acts of God, or any other cause, whether
similar or dissimilar to the foregoing, not within the reasonable control of the
Landlord. Notwithstanding the foregoing, (i) in the event Landlord shall not
substantially complete the Premises in accordance with the Work Letter within 45
days following the Lease Commencement Date as set forth in the Basic Lease
Provisions (as such date shall be extended by the period of any Force Majeure or
Tenant Delay as defined herein and in the Work Letter) then for any such further
period of delay, Tenant shall be entitled
to a day for day credit of Basic Rent for each day until the Premises have been
substantially completed and (ii) in the event Landlord shall not substantially
complete the Premises in accordance with the Work Letter by that date which is
one year following the Lease Commencement Date as set forth in the Basic Lease
Provisions (as such date shall be extended by the period of any Tenant Delay)
then Tenant, as its sole and exclusive remedy, shall have the right to terminate
this Lease by giving Landlord written notice of termination within fifteen (15)
days following such date.
8. Covenants of Tenant. Tenant will (at Tenant's sole cost and expense):
(a) pay to Landlord all amounts due as Basic Rent and Additional Rent;
and pay to Landlord: (i) the Late Charge on all overdue installments of Basic
Rent and on all overdue payments of Additional Rent or other sums payable to
Landlord under this Lease that are ten (10) days past due. Tenant acknowledges
and agrees that the purpose of the Late Charge is to compensate Landlord for its
costs in collecting the same and is a liquidated amount; and (ii) in addition to
the Late Charge, interest, at the Overdue Interest Rate on all overdue
installments of Basic Rent from five (5) days following the due date thereof to
and including the date of payment and on all payments of Additional Rent or
other sums payable to Landlord hereunder from five (5) days following the date
of demand therefor to and including the date of payment;
(b) keep the Premises in good order and repair, reasonable wear and
tear and damage by casualty excepted;
(c) surrender the Premises at the end of this Lease in the same
condition in which Tenant has agreed to keep it during the Term hereof;
(d) be responsible for the maintenance of all plumbing and other
fixtures in and serving only the Premises, whether installed by Landlord or by
(e) be responsible (except to the extent provided in Section 13,
below) for repairs and replacements to the Premises and the Building made
necessary by reason of damage thereto caused by Tenant or its agents, servants,
invitees or employees;
(f) comply with all laws and all enactments and regulations of any
governmental authority relating or applicable to Tenant's particular occupancy
of the Premises, and hold Landlord harmless from all consequences for failure to
(g) promptly notify Landlord of any damage to or defects in the
Premises, and of any injuries to persons or property which occur therein;
(h) pay for any alterations, improvements or additions made by Tenant
to the Premises and any light bulbs, tubes and other non-standard Building items
made by or for Tenant, and allow no lien to attach to the Building with respect
to any of the foregoing;
(i) comply with the rules and regulations set forth in Exhibit C
hereto and with all reasonable changes in and additions to them, notice of which
is given by Landlord to Tenant (such rules and regulations are and all such
changes and additions will be part of this Lease); and
(j) comply with all reasonable recommendations of Landlord's or
Tenant's insurance carriers relating to layout, use and maintenance of the
9. Negative Covenants of Tenant. Tenant will not:
(a) damage the Premises or any other part of the Building, or use any
part of the Building not designated for use by Tenant except as such right is
given by special written arrangement apart from this Lease;
(b) bring into or permit to be kept in the Premises any dangerous,
explosive or obnoxious substances;
(c) have property of substantial size or quantity delivered to or
removed from the Premises without first making arrangements reasonably
satisfactory to Landlord;
(d) bring into the Premises or use any furniture or equipment that
might be harmful thereto or harmful or annoying to others in the Building, or
place any weight in the Premises beyond its safe carrying capacity;
(e) install any equipment of any kind or nature which will or might
necessitate changes, replacements or additions to, or in the use of, the water
system, heating system, plumbing system, air conditioning system or electrical
system of the Premises or the Building unless approved by Landlord in writing;
(f) paint, affix or display in any other manner on any portion of the
outside or inside of the Building, any sign, advertisement or notice except
those on the directories and doors of offices, and then only those approved by
Landlord as to place, number, size, color and style; or
(g) conduct itself or permit its agents, servants, employees, guests
or visitors to conduct themselves in a manner which, in Landlord's judgment, is
unlawful, improper or unsafe.
10. Tenant's Actions Requiring Landlord's Consent. Without the prior
written consent of Landlord, Tenant will not:
(a) use the Premises other than for the Permitted Use;
(b) voluntarily or involuntarily assign, mortgage or pledge this Lease
or sublet all or any part of the Premises, except in strict compliance with the
provisions of Section 17, below;
(c) alter, improve or add to the Premises (all alterations,
improvements, additions and fixtures will belong to Landlord and remain in the
Premises at the end of the Lease except that if
Landlord designates at the time of their installation that any of the same be
removed, Tenant will do so and will restore or repair any damage to the Premises
caused by such installation or removal, all at its expense). If Landlord shall
consent to such alteration, improvements or additions by Tenant, such consent
shall not be deemed to be any agreement or consent by Landlord pursuant to
N.J.S.A. (S)2A:44-68 or any successor statute thereto, to subject Landlord's
interest in the Premises, Building or Land to any mechanics' or materialmens'
lien which may be filed in respect to such alterations, improvements or
additions under by or on behalf of Tenant. Tenant shall be entitled to replace
the entrance door and/or entrance wall to the Premises at its expense and in a
manner that does not cause any interference to other tenants of the Building,
subject to Landlord's approval of Tenant's proposed design and location. Tenant
shall further be entitled to place its name on the outer door of the Premises
and also in the interior reception area, provided such signage shall be subject
to Landlord's approval. Landlord's consent as to the matters of covered by this
subparagraph (c) shall not be unreasonably withheld.
11. Covenants of Landlord.
(a) Quiet Enjoyment. Landlord covenants that it has the right to
make this Lease for the Term, and that if Tenant shall pay the rent and perform
all of the covenants, terms, conditions and agreements of this Lease to be
performed by Tenant, Tenant shall freely, peaceably and quietly occupy and enjoy
the Premises without interference by Landlord or any party claiming through or
under Landlord, except for the provisions of paragraph (b) hereof.
(b) Reservation. Landlord reserves to itself and its successors and
assigns (whether acting itself or through persons authorized by it) the
following rights (all of which are hereby consented to by Tenant). Landlord may
exercise these rights from time to time without notice and without liability to
Tenant for damage or injury to property, persons or business and without
effecting an eviction, constructive or actual, or disturbance of Tenant's use or
possession of the Premises or giving rise to any claim for set off or abatement
of Rent or otherwise affecting Tenant's obligations hereunder:
(i) To decorate and to make repairs, alterations, additions,
changes or improvements, whether structural or otherwise, in and about the
Building or any part thereof and for such purposes to enter upon the Premises,
and during the continuance of any such work, to temporarily close doors,
entryways, common areas, public space and corridors in the Building, to
interrupt or temporarily suspend Building Services and facilities and to change
the arrangement and location of entrances or passageways, doors and doorways,
corridors, elevators, stairs, toilets, or other public parts of the Building, so
long as the Premises are reasonably accessible and Tenant is not unreasonably
disturbed in use or possession thereof. If Landlord desires to perform any
repairs, additions or alterations to the Building or the Premises, Landlord
shall take commercially reasonable measures to minimize any disruption to
Tenant's operations at the Premises.
(ii) To have and retain paramount title to the Premises free
and clear of any act of Tenant purporting to burden or encumber the Premises.
(iii) To grant to anyone the exclusive right to conduct any
business in or render any service to the Building, provided such exclusive right
shall not operate to exclude Tenant from the Permitted Use.
(iv) [INTENTIONALLY DELETED]
(v) [INTENTIONALLY DELETED]
(vi) To take all such reasonable measures as Landlord may deem
advisable for the security of the Building and its occupants, including, without
limitation, the search of persons entering or leaving the Building, the
evacuation of the Building for cause, suspected cause, or for drill purposes,
the temporary denial of access to the Building, and the closing of the Building
after normal business hours and on Saturdays, Sundays and holidays, subject,
however, to Tenant's right to admittance when the Building is closed after
normal business hours under such reasonable regulations as Landlord may
prescribe from time-to-time which may include, by way of example but not
limitation, that persons entering or leaving the Building, whether or not during
normal business hours, identify themselves to a security officer by registration
or otherwise and that such persons establish their right to enter or leave the
(vii) To enter the Premises to perform Landlord's covenants
under this Lease, to exercise Landlord's remedies under this Lease, to ascertain
if Tenant is in compliance with its covenants under this Lease, to inspect the
Premises, and to exhibit the Premises to Mortgagees and Lessors and to
prospective lenders, purchasers and tenants; provided any such entries for
inspection or exhibition shall be during normal business hours after reasonable
(viii) To change the name by which the Building is designated.
(ix) To transfer, assign and convey, in whole or in part, the
Building and any and all of its rights under this Lease, and in the event
Landlord assigns its rights under this Lease, Landlord shall thereby be released
from any further obligations hereunder, accruing after the date of such
assignment, and Tenant agrees to attorn to and look solely to such successor in
interest of the Landlord for performance of such obligations.
(c) Building Systems. Landlord represents and warrants that the
electrical, plumbing and HVAC Building systems will be in working order as of
the Commencement Date.
(d) Compliance with Law. Landlord covenants and agrees that it shall
comply with applicable laws and codes with respect to the Building.
12. Loss, Damage or Injury.
(a) Tenant will be responsible for and hereby relieves Landlord from
and indemnifies Landlord against all liability by reason of any injury, damage
or loss to any person or property which occurs in the Premises or in any other
part of the Building, and which is caused wholly or in part by the negligence of
Tenant, its agents, servants, invitees or employees. Tenant further releases
Landlord from all liability for damage to or loss of any property of Tenant, or
any third party which may result from the leakage of water into the Premises, or
from any other cause unless resulting from the negligence of Landlord, its
agents or employees.
(b) Tenant will not conduct nor permit to be conducted, any activity,
nor place any equipment in or about the Premises or the Building or the Common
Facilities, which will in any way increase the rate of fire insurance or other
insurance on the Building or cause the cancellation or other termination
thereof; and if any increase in the rate of fire insurance or other insurance is
stated by any insurance company or by the applicable Insurance Rating Bureau to
be due to any activity or equipment of Tenant in or about the Premises or the
Building or the Common Facilities, such statement shall be conclusive evidence
that the increase in such rate is due to such activity or equipment and, as a
result thereof, Tenant shall be liable for such increase and shall reimburse
Landlord therefor upon demand and any such sum shall be considered Additional
Rent due and payable pursuant to Section 3(b), above.
(c) Tenant shall carry public liability insurance in a company or
companies licensed to do business in the State of New Jersey and carrying a
rating reasonably satisfactory to Landlord. Said insurance shall be in minimum
amounts approved by Landlord from time to time (as set forth in the rules and
regulations attached hereto as Exhibit "C"), which amounts may be adjusted by at
least an amount equal to the amount by which inflation (as measured by the
change from the Lease Date to the last day of the month preceding such
adjustment in the Consumer Price Index,(CPI-W), 1982-84 Base, Philadelphia-New
Jersey as published by the United States Department of Labor (Bureau of Labor
Statistics), or if such index is discontinued, its successor, or if no successor
is designated, any other index reasonably acceptable to Landlord and Tenant)
affects the original insurance limits; shall name Landlord and any mortgagee of
the Building or Land as additional insureds, as their interests may appear, and
shall contain an endorsement that such policy shall remain in full force and
effect notwithstanding that the insured has waived his right of action against
any party prior to the occurrence of a loss. If required by Landlord, receipts
evidencing payment for said insurance shall be delivered to Landlord at least
annually by Tenant. Each policy shall contain an endorsement that will prohibit
its cancellation prior to the expiration of thirty (30) days after notice of
such proposed cancellation to Landlord. Landlord agrees to keep and maintain
such casualty insurance as may be required by the mortgagee of the Building from
time to time.
(d) Each party agrees to use its best efforts to include in each of
its insurance policies a waiver of the insurer's right of subrogation against
the other party, or if such waiver should be unobtainable or unenforceable, an
agreement that such policy shall not be invalidated if the assured waives the
right of recovery against any party responsible for a casualty covered by the
policy before the casualty. Each party hereby releases the other party with
respect to any claim (including a claim for negligence) which it might otherwise
have against the other party for loss, damage or destruction with respect to its
property occurring during the term of this Lease and with respect and to the
extent to which it is insured under a policy or policies containing a waiver of
subrogation or naming the other party as an additional assured.
13. Restoration of Damage. If the Premises are damaged by fire or other
(a) Landlord will restore the Premises (but not Tenant's property
located therein) with reasonable promptness at Landlord's expense unless the
nature of the damage to the Building is such that Landlord determines that the
restoration cannot be completed within twelve (12) months, in which
event either Landlord or Tenant may, upon notice to the other party given within
thirty (30) days after Landlord's determination, terminate this Lease.
(b) Landlord will not be liable to Tenant for any interruption in use
of the Premises which results from damage to any part of the Building, but Rent
will be proportionately abated during any period of time when any part (or all)
of the Premises is untenable.
(c) The provisions of this Section 13 shall be considered an express
agreement governing any case of damage or destruction of the Premises by fire or
other casualty, and any law of the State of New Jersey providing for such a
contingency in the absence of an express agreement and any other law of like
import, now or hereafter in force, shall have no application in such case.
14. Condition of Leased Space. Landlord leases the Premises in its
condition when the Term begins and without any representation with respect to it
or any duty to repair or alter it, except as to punch-list items.
15. Default by Tenant.
(a) Each of the following shall constitute an event of default (an
"Event of Default") hereunder:
(i) If Tenant fails to pay within five (5) days after written
notice all amounts due hereunder, including, without limitation, Basic Rent and
Additional Rent; or
(ii) If Tenant fails to perform any of its other obligations
hereunder within thirty (30) days after written notice of any such failure has
been given by Landlord; or
(iii) If Tenant abandons the Premises or without having given
prior written notice to Landlord either vacates the Premises or removes
therefrom all or substantially all of its property; or
(iv) If Tenant files a petition commencing a voluntary case
under the Federal Bankruptcy Code (Title 11 of the United States Code), as now
or hereafter in effect, or under any similar law, or files a petition in
bankruptcy or for reorganization or for an arrangement pursuant to any state
bankruptcy law or any similar state law; or
(v) If an involuntary case against Tenant as debtor is
commenced by a petition under the Federal Bankruptcy Code (Title 11 of the
United States Code), as now or hereafter in effect, or under any similar law; or
a petition or answer proposing the adjudication of Tenant as a bankrupt or its
reorganization pursuant to any state bankruptcy law or any similar law shall be
filed in any court and shall not be dismissed, discharged or denied within sixty
(60) days after the filing thereof, or if Tenant shall consent or acquiesce in
the filing thereof; or
(vi) If a custodian, receiver, trustee or liquidator of Tenant
or of all or substantially all of Tenant's property or of the Premises shall be
appointed in any proceedings brought by
Tenant; or if any such custodian, receiver, trustee or liquidator shall be
appointed in any proceedings brought against Tenant and shall not be discharged
within sixty (60) days after such appointment; or if Tenant shall consent to or
acquiesce in such appointment; or
(vii) If Tenant shall make an assignment for the benefit of
creditors, or shall admit in writing its inability to pay its debts, generally
as they become due.
(b) If Tenant commits an Event of Default hereunder, then Landlord
will have the right to do once or more often any one or more of the following:
(i) declare due and payable and sue to recover all unpaid Rent
and all Rent for the unexpired Term of this Lease and all costs and commissions
provided or permitted by law, together with the unamortized cost of the
improvements to the Premises performed by Landlord or reimbursed by Landlord to
Tenant under the Work Letter. In the event Landlord has granted Tenant any
concessions in the making of this lease (including, by way of illustration and
not limitation, free Basic Rent, excess Tenant improvement allowances, moving
allowances or other payments or credits to or on behalf of Tenant, collectively,
"Concessions") all such Concessions shall be due and payable in full to Landlord
and collectible as Rent, notwithstanding any other provision herein or in any
Rider hereto to the contrary.
(ii) declare this Lease ended;
(iii) lease all or any part of the Premises to any other person
with or without first altering the same; and
(iv) regain possession through summary dispossess proceedings
or through any other lawful manner.
(c) If a default by Tenant not involving the payment of money occurs
and is of such a nature that it cannot reasonably be cured within thirty (30)
days after written notice as aforesaid, Landlord will not exercise any right,
power or remedy hereunder so long as Tenant is proceeding with due diligence, in
good faith and with continuity to complete the curing of such default, provided
in all cases that the default is completely cured with ninety (90) days after
such written notice, and if not so cured within such 90-day period then Landlord
shall be fully empowered to exercise any right, power or remedy hereunder.
16. Eminent Domain. If all or part of the Building is taken or condemned
for public use (or if Landlord elects to convey title to the condemnor by a deed
in lieu of condemnation), then at the option of Landlord this Lease will end as
of the date title vests in the condemnor and rent will abate for the Premises.
Tenant will have no claim against Landlord or the condemnor as a result of such
condemnation or conveyance except to the extent that an award shall specifically
include an amount in respect of Tenant's moving expenses.
17. Assignment and Subletting.
(a) In the event Tenant desires to assign this Lease or sublet the
Premises or any part thereof, Tenant shall give Landlord written notice of such
desire. Landlord shall then have a period of thirty (30) days following receipt
of such notice within which to notify Tenant in writing that Landlord elects any
of the following options (which options shall be within the sole and absolute
discretion of Landlord): (i) to terminate this Lease as to the space affected by
the proposed assignment or sublease as of the date specified by Tenant, in which
event Tenant will be relieved of all further obligations hereunder after such
date as to such space; or (ii) to permit Tenant to assign or sublet such space
subject, however, to subsequent written approval of the proposed assignee or
sublessee by Landlord, which approval shall not be unreasonably withheld or
delayed; provided, however, that if the rental rate agreed upon between Tenant
and its sublessee is greater than the rental rate payable under this Lease, then
one-half (1/2) of such excess rental (and each installment thereof) shall be
paid by Tenant to Landlord as Additional Rent hereunder within five (5) days of
Tenant's receipt thereof.
(b) In respect of the foregoing: (i) no assignment or subletting by
Tenant shall relieve Tenant of any obligation under this Lease; (ii) any
attempted assignment or sublease by Tenant in violation of the terms and
conditions of this Section 17 shall be void; and (iii) the provisions of this
Section 17 shall apply fully to any subsequent assignment or subletting by an
assignee or sublessee.
(c) For purposes of this Section 17 any transfer or change in control
of Tenant (or any sublessee or assignee) by operation of law or otherwise shall
be deemed an assignment hereunder, including, without limitation, any merger,
consolidation, dissolution or any change in the controlling equity interests of
Tenant or any subtenant or assignee (in a single transaction or a series of
related transactions); provided, however, that Landlord shall neither terminate
this Lease nor deny approval to an assignment arising from (i) an issuance of
stock in a public offering or (ii) the sale of a controlling equity interest of
Tenant where the purchaser is publicly or privately held and the net worth of
the resulting entity shall be greater than the net worth of the Tenant
immediately prior to the transaction.
(d) Upon prior written notice to Landlord, Tenant may assign this
Lease to an affiliate of Tenant provided that following such assignment Tenant
shall continue to be responsible for all of the obligations of Tenant under this
Lease, provided further that the assignee shall execute an agreement in form and
substance reasonably satisfactory to Landlord confirming the assumption of the
Lease by the assignee and the continued responsibility of the Tenant hereunder.
For purposes of this Lease, and "affiliate" is an entity that controls, is
controlled by or is under common control of Tenant.
18. Extension of Term: Waiver; Holding Over.
(a) This Lease will end at the conclusion of the Term. Tenant waives,
to the extent permissible under law, all rights to receive any notice to quit
the Premises upon termination of this Lease (whether on conclusion of the Term
or any renewal thereof or on earlier termination following a default by Tenant).
(b) If Tenant retains possession of the Premises or any part thereof
after termination of this Lease by expiration of the Lease Term or otherwise,
Tenant shall pay Landlord: (i) as agreed liquidated damages (and not as a
penalty) for such wrongful retention alone, an amount, calculated on a per diem
basis for each day of such wrongful retention, equal to twice the annual Basic
Rent and the
Additional Rent for the time Tenant thus remains in possession, and (ii) all
other damages, costs and expenses sustained by Landlord by reason of Tenant's
wrongful retention. Without limiting any rights and remedies of Landlord
resulting by reason of the wrongful holding over by Tenant, or creating any
right in Tenant to continue in possession of the Premises, all of Tenant's
obligations with respect to the use, occupancy and maintenance of the Premises
shall continue during such period of wrongful retention.
19. Delays in Exercising Rights. No delay or omission by Landlord or
Tenant in exercising any right upon any default by the other will impair any
such right or be construed as a waiver of any such default or an acquiescence in
it. No waiver of any default will affect any later default or impair any rights
of Landlord or Tenant with respect thereto. No single, partial or full exercise
of any right by Landlord or Tenant will preclude other or further exercise
20. Subordination; Attornment. This Lease and all rights of Tenant
hereunder are and shall be subject to and subordinate in all respects to all
present and future ground leases, overriding leases and underlying leases of the
Premises, Building or the Land and to all mortgages and building loan
agreements, including leasehold mortgages and building loan mortgages, which may
now or hereafter affect the same, to each and every advance made or to be made
under such mortgages, and to all renewals, modifications, replacements and
consolidations of such mortgages. This Section 21 shall be self-operative and no
further instrument of subordination shall be required. If the holder of a
superior mortgage shall succeed to Landlord's estate in the Building or the
rights of Landlord under this Lease, whether through possession or foreclosure
action or delivery of a deed or otherwise, then at the election of such party so
succeeding to Landlord's rights (herein sometimes called "successor landlord"),
Tenant shall attorn to and recognize such successor landlord as Tenant's
landlord under this Lease, and shall promptly execute and deliver any instrument
that such successor landlord may reasonably request to evidence such attornment.
Tenant hereby irrevocably appoints such successor landlord as Tenant's attorney-
in-fact to execute and deliver such instrument for and on behalf of Tenant.
Tenant hereby waives any right Tenant may have under any present or future law
to terminate this Lease or surrender the Premises by reason of the institution
of any action to foreclose a superior mortgage, and this Lease shall not be
affected by any such action unless and until the holder of the superior mortgage
elects in such proceeding or action to terminate this Lease. Landlord agrees to
obtain from its initial mortgagee a Non-Disturbance Agreement on such lender's
form in favor of Tenant, to be provided at no cost or expense to Tenant.
Landlord covenants and agrees to use its reasonable best efforts to secure a
Non-Disturbance Agreement in favor of Tenant from any future mortgagee of the
21. Limitation of Liability. Tenant shall look only to Landlord's
interest in the Building and the Land (or the proceeds of any sale thereof) for
the satisfaction of Tenant's remedies for the collection of any judgment (or
other judicial process) requiring the payment of money by Landlord in the event
of any default by Landlord under this Lease, and no other property or other
assets of Landlord or any person owning an interest in Landlord shall be subject
to levy, execution or other enforcement procedure for the satisfaction of
Tenant's remedies under or with respect to this Lease, the relationship of
Landlord and Tenant hereunder or Tenant's use and occupancy of the Premises.
22. Environmental Matters.
(a) Hazardous Wastes. Tenant shall not engage in operations at the
Premises which involve the generation, manufacture, refining, transportation,
treatment, storage, handling or disposal of "hazardous substances" or "hazardous
waste" as such terms are defined under the Industrial Site Recovery Act,
N.J.S.A. 13:IK-6, et seq., ("ISRA"). Tenant further covenants that it will not
cause or permit to exist as a result of an intentional or unintentional action
or omission on its part, the releasing, spilling, leaking, pumping, pouring,
emitting, emptying or dumping from, on or about the Building or the Land on
which is located of any hazardous substance (as such term is defined under
N.J.S.A. 58:10-23.11(b)(k) and N.J.A.C. 7:26B-1.3). Notwithstanding anything set
forth above, Tenant may handle, store, use or dispose of products containing
small quantities of hazardous substances, if (i) such products are used in the
ordinary course of Tenant's business, (ii) are customarily found in offices
(such as cleaning fluids, toner for copies, and the like), and (iii) Tenant
handles, stores, uses and disposes of any such hazardous substances in a safe
and lawful manner and shall not allow such hazardous substances to contaminate
the Premises, the Building or the environment. Tenant shall not be responsible
for any hazardous substances brought into the Premises by Landlord, its agents,
contractors or employees.
(b) ISRA Compliance. Tenant shall, at Tenant's own expense, comply
with ISRA, if applicable to Tenant. Tenant shall, at Tenant's own expense, make
all submissions to, provide all information to, and comply with all applicable
requirements of, the Bureau of Industrial Site Evaluation ("the Bureau") of the
New Jersey Department of Environmental Protection ("NJDEP"). Should the Bureau
or any other division of NJDEP determine that a cleanup plan be prepared and
that a cleanup be undertaken because of any spills or discharges of hazardous
substances or hazardous wastes at the Premises and not caused by Landlord which
occur during the Term of this Lease, then Tenant shall, at the Tenant's own
expense, prepare and submit the required plans and financial assurances, and
carry out the approved plans. Tenant's obligations under this paragraph shall
arise if there is any closing, terminating or transferring of operations of an
industrial establishment at the Premises pursuant to ISRA. At no expense to the
Landlord, Tenant shall promptly provide all information reasonably required by
Landlord for preparation of non-applicability affidavits and shall promptly sign
such affidavits when requested by Landlord. Tenant shall indemnify, defend and
save harmless Landlord from all fines, suits, procedures, claims and actions of
any kind arising out of or in any way connected with spills or discharges of
hazardous substances or hazardous wastes at the Premises which occur during the
Term of this Lease; and from all fines, suits, procedures, claims and actions of
any kind arising out of Tenant's failure to provide all information, make all
submissions and take all actions required by ISRA, the Bureau or any other
division of NJDEP. Tenant's obligations and liabilities under this paragraph
shall continue so long as Landlord remains responsible for any spills or
discharges of hazardous substances or hazardous wastes at the Premises which
occur during the Term of this Lease. Tenant's failure to abide by the terms of
this paragraph shall be subject to equitable relief.
(c) Environmental Reports. With respect to Tenant's occupancy of the
Premises, Tenant shall promptly provide Landlord with any notices,
correspondence and submissions made by Tenant to or to Tenant from NJDEP, the
United States Environmental Protection Agency (EPA), the United States
Occupational Safety and Health Administration (OSHA), or any other local, state
or federal authority which requires submission of any information concerning
environmental matters or hazardous wastes or hazardous substances.
(d) Conditions Precedent to Assignment and Sublease. As a condition
precedent to Tenant's right to sublease the Premises or to assign this Lease,
Tenant shall, at Tenant's own expense, comply with ISRA or secure a Non-
(e) SIC Number. Tenant represents and warrants that its SIC Number
set forth in the Basic Lease Provisions is true and correct.
(f) Landlord's Right to Perform. In the event of Tenant's failure to
comply in full with this Section 22, Landlord may, at its option, perform any
and all of Tenant's obligations as aforesaid and all reasonable costs and
expenses incurred by Landlord in the exercise of this right shall be deemed to
be Additional Rent payable in accordance with paragraph 3, above.
(g) Survival of Tenant's Obligations. Tenant's obligations under this
Section 22 shall survive the expiration or sooner termination of this Lease.
(h) Landlord hereby represents to Tenant that as of the date hereof,
Landlord has received no notice of any violation of any environmental laws with
respect to the Building or the Premises. Notwithstanding anything to the
contrary contained in this Lease, Tenant shall have no responsibility for any
cost or expense arising from any hazardous substances determined to have been in
existence at the Premises or the Building prior to the commencement of the
23. Relocation of Tenant. If the Premises shall consist of 20,000 square
feet of space or less (whether due to recapture, subletting or otherwise), then
Landlord, by at least ninety (90) days' prior written notice to Tenant, may
require Tenant to move from the Premises to another single location
substantially similar to and of comparable size with the Premises in the
Building. In the event of any such relocation: (a) Landlord will pay all
expenses of preparing and decorating the relocated premises so that they will be
substantially similar to the Premises and, in addition, will pay the expense of
moving Tenant's furniture and equipment to the relocated premises, the cost of
reinstalling Tenant's telecommunication and tele-data equipment and all other
expenses reasonably related to the move (e.g. reprinting of stationery, etc.);
and (b) Landlord and Tenant will execute a modification of or supplement to this
Lease in respect of and identifying such relocated premises, such to be
otherwise on terms identical to the terms hereof.
(a) No Representations by Landlord. Tenant acknowledges that neither
Landlord nor any broker, agent or employee of Landlord has made any
representations or promises with respect to the Premises or the Building except
as herein expressly set forth, and no rights, privileges, easements or licenses
are acquired by Tenant except as herein expressly set forth.
(b) No Partnership. Nothing contained in this Lease shall be deemed
or construed to create a partnership or joint venture of or between Landlord and
Tenant, or to create any other relationship between the parties hereto other
than that of Landlord and Tenant.
(c) Brokers. Landlord recognizes Broker as the broker procuring this
Lease and shall pay Broker a commission therefor pursuant to a separate
agreement between Broker and Landlord. Landlord and Tenant each represent and
warrant one to another that except as set forth herein neither of them has
employed any broker, agent or finder in carrying on the negotiations relating to
this Lease. Landlord shall indemnify and hold Tenant harmless, and Tenant shall
indemnify and hold Landlord harmless, from and against any claim or claims for
brokerage or other commission arising from or out of any breach of the foregoing
representation and warranty by the respective indemnitors.
(d) Estoppel Certificates. Tenant agrees, at any time and from time
to time, upon not less than ten (10) days prior written notice by Landlord, to
execute, acknowledge and deliver to Landlord written statements or other
documents (i) certifying that this Lease is unmodified and in full force and
effect (or if there have been modifications, that the Lease is in full force and
effect as modified and stating the modifications), (ii) stating the dates to
which the Rent and any other charges hereunder have been paid by Tenant, (iii)
stating whether or not to the best knowledge of Tenant, Landlord is in default
in the performance of any covenant, agreement or condition contained in this
Lease, and if so, specifying each such default of which Tenant may have
knowledge, (iv) stating that this Lease is subject and subordinate to the lien
of any deed of trust, mortgage, or other security instrument which may in the
future encumber or affect the Building, and any renewals, extensions,
modifications, recastings or refinancing thereof, and that if requested to do
so, Tenant will attorn to a secured party or purchaser that succeeds to
Landlord's interests as a result of any foreclosure action on the Land or the
Building, (v) stating the address to which notices to Tenant should be sent, and
(vi) such other matters relating to this Lease as may be reasonably requested by
Landlord or its designee. Any such statement delivered pursuant hereto may be
relied upon by any owner of the Building or the Land, any prospective purchaser
of the Building or the land, any mortgagee or prospective mortgagee of the
Building or the Land or of Landlord's interest in either, or any prospective
assignee of any such mortgage. Landlord agrees at any time and from time to
time upon not less than ten (10) days prior written notice from Tenant, to
execute, acknowledge and deliver to Tenant a written statement covering the
matters set forth in items (i) through (vi) of the first sentence of this
(e) Waiver of July Trial. Landlord and Tenant hereby waive trial by
jury in any action, proceeding or counterclaim brought by either of the parties
hereto against the other on or in respect of any matter whatsoever arising out
of or in any way connected with this Lease, the relationship of Landlord and
Tenant hereunder, Tenant's use or occupancy of the Premises, and/or any claim of
injury or damage.
(f) Notices. All notices or other communications hereunder shall be
in writing and shall be deemed duly given if hand delivered (with receipt
therefor), or if delivered by certified or registered mail, return receipt
requested, first-class postage prepaid, (i) if to Landlord, at the address
provided in the Basic Lease Provisions, and (ii) if to Tenant, at the Premises,
unless notice of a change of address is given pursuant to the provisions of this
Section. If any notice sent by certified and registered mail is returned to the
sender by the United States Post Office as undeliverable, notice shall be deemed
duly given when mailed.
(g) Applicable Law. This Lease shall be construed, governed, and
enforced under the laws of the State of New Jersey. It is expressly understood
that if any future or present law,
ordinance, regulation or order requires an occupancy permit for the Premises,
Tenant will obtain such permit at Tenant's own expense.
(h) Invalidity of Particular Provisions. If any provision of this
Lease or the application thereof to any person or circumstances shall to any
extent be invalid or unenforceable, the remainder of this Lease or the
application of such provision to persons or circumstances other than those as to
which it is invalid or unenforceable shall not be affected thereby. Each
provision of this Lease shall be valid and be enforced to the fullest extent
permitted by law.
(i) Gender and Number. Feminine or neuter pronouns shall be
substituted for those of the masculine form, and the plural shall be substituted
for the singular number, in any place or places herein in which the context may
require such substitution.
(j) Benefit and Burden. The provisions of this Lease shall be
binding upon and shall inure to the benefit of the parties hereto and each of
their respective representatives, successors and assigns. Landlord may freely
and fully assign its interest hereunder.
(k) Captions. The captions and headings herein are for convenience
of reference only and in no way define or limit the scope or content of this
Lease or any provision thereof.
(l) Joint and Several Liability. If two or more individuals,
corporations, partnerships, or other business associations (or any combination
of two or more thereof) shall sign this Lease as Tenant, the liability of each
such individual, corporation, partnership or other business association to pay
Rent and perform all other obligations hereunder shall be deemed to be joint and
several. In like manner, if the Tenant named in this Lease shall be a
partnership or other business association, the members of which are subject to
personal liability by virtue of statute or general law, the liability of each
such member shall be joint and several.
(m) Corporate Tenancy. If Tenant is a corporation, the undersigned
officer of Tenant warrants and certifies to Landlord that Tenant is a
corporation in good standing and duly organized under the laws of the state in
which the Premises are located, or if chartered in a state other than that in
which the Premises are located, is a corporation in good standing and duly
organized under the laws of such state and is authorized to do business in the
state in which the Premises are located. The undersigned officer of Tenant
hereby further warrants and certifies to Landlord that he, as such officer, is
authorized and empowered to bind the corporation to the terms of this Lease by
his signature thereto.
(n) Parking. Landlord agrees to make available for Tenant's use four
(4) parking spaces per 1000 square feet of rentable area in the Premises.
Tenant covenants and agrees to comply with all reasonable rules and regulations
which Landlord may hereafter from time to time make to assure use of designated
parking spaces on the Land by permitted users. Landlord's remedies under such
rules and regulations may include, but shall not be limited to, the right to tow
away at the owner's expense any vehicles not parked in compliance with these
rules and regulations. Landlord shall not be responsible to Tenant for the non-
compliance or breach by any other tenant of said rules and regulations,
provided, however, Landlord agrees to use reasonable efforts to enforce such
rules and regulations uniformly.
(o) Time of Essence. Time shall be of the essence with respect to
this Lease and all the attached Exhibits, except as otherwise therein provided.
(p) No Option. The submission of this Lease for examination does not
constitute a reservation of or option for the Premises, and this Lease becomes
effective only upon execution and delivery thereof by Landlord.
(q) Price Controls. If at any time during the Term of this Lease,
any of Tenant's percentage of increases in Rent or any other charges payable by
Tenant hereunder shall be frozen or limited by any local, State or Federal
governmental agency or statute, ordinance or regulation to a sum less than that
provided for herein, and Landlord shall be prevented from collecting any such
portion of Tenant's percentage of increase or any such charge provided for
herein, then Landlord shall be entitled to collect so much thereof as shall be
permitted by such local, State or Federal governmental agency or statute,
ordinance or regulation, and should the additional amounts which Landlord is
unable to collect become collectible at a later date, whether prior to or after
the termination of this Lease for any reason, then Tenant agrees to pay all such
increases to Landlord immediately upon notice from Landlord specifying such
amounts. Any statute or statutes of limitations applicable to the collection of
such sums or portion thereof shall be tolled as to such portion which is
uncollectible from the date on which Landlord is prevented from collecting said
sums to the date on which such sums become legally collectible by Landlord.
(r) Arbitration. At either party's option, all claims, disputes and
other matters in question or calling for mutual agreement between Landlord and
Tenant arising out of or relating to this Lease or the breach hereof, shall be
decided by arbitration in accordance with the Commercial Arbitration Rules of
the American Arbitration Association then obtaining. Any arbitration arising
out of or relating to this Lease or any breach hereof shall include, by
consolidation, joinder or joint filing, any other person not a party to this
Lease to the extent necessary for the final resolution of the matter in
controversy. This agreement to arbitrate shall be specifically enforceable
under the prevailing arbitration law. The award rendered by the arbitrators
shall be final and judgment may be entered upon it in accordance with applicable
law in any court having jurisdiction thereof. Notice of the demand for
arbitration shall be filed with the other party and with the American
Arbitration Association. The demand for arbitration shall be made within a
reasonable time after the claim, dispute or other matter has arisen and in no
event shall it be made after the date when institution of legal or equitable
proceedings based on such claim, dispute or other matter would be barred by the
applicable statute of limitations. Unless otherwise agreed in writing by
Landlord and Tenant, Landlord and Tenant shall continue to perform their
obligations under this Lease in accordance with Landlord's interpretation of the
claim, dispute or other matter during any arbitration proceedings until final
resolution thereof. The venue for arbitration or litigation with respect to all
claims, controversies and disputes arising out of or relating to this Lease or
any breach hereof shall be the county in which the Land and Building are
(s) Rights as to Adjacent Space in the Building. Provided Tenant is
not in default and this Lease shall be in effect:
(i) Until construction on the Building has proceeded to where
the Building is "enclosed" (as defined herein), Tenant is hereby given the right
of first refusal with respect to all space in
the Building not included within the Premises (the "Expansion Space") as
follows: before Landlord accepts an offer or proposed from a third party
("Offeror") to lease any of the Expansion Space, Landlord shall first deliver a
notice (the "Offer Notice") to Tenant, offering to lease the Expansion Space to
Tenant. The Offer Notice shall designate the Expansion Space and specify the
rent and other terms acceptable to the Offeror. Within seven (7) days after
delivery of the Offer Notice, Tenant may, by giving written notice to Landlord,
elect to lease the Expansion Space for the rent and on the same terms and
conditions specified in the Offer Notice. In accepting Landlord's proposal,
Tenant may at that time elect to extend (but not shorten) the term of the Lease
for the Expansion Space to be coterminous for the term of the Lease for the
Premises in which event Landlord shall issue a proposal for the terms and
conditions under which it is willing to extend the Term and Tenant shall accept
or reject such terms within three (3) days following Landlord's proposal. If
Tenant shall elect to lease the Expansion Space, Tenant and Landlord shall
promptly enter into a lease or an amendment to this Lease binding Tenant to
lease the Expansion Space on such terms. If Tenant does not elect to lease the
Expansion Space, then Tenant's rights under this subparagraph (i) (as to the
Expansion Space that was the subject of the Offer Notice) shall cease until such
space shall next become available for let. Landlord shall not agree in its
letting of the Expansion Space to provide any rights of first offer to such
tenant for any other Expansion Space. For purposes of this subparagraph, the
Building shall be deemed "enclosed" when the exterior wall panels, glass ribbon
window and glass curtain wall have been installed to substantial completion, as
reasonably determined by the Building architect. Following such date of
enclosure, Tenant's rights as to adjacent space in the Building shall be
governed solely by the following subparagraph (ii).
(ii) On and after the date the Building has been enclosed, the
Tenant shall have a right of first offer with respect to the Expansion Space as
follows: at such time as the Expansion Space becomes available and Landlord
determines to issue a proposal for the Expansion Space, it shall provide Tenant
with the terms and conditions under which Landlord is willing to offer the
Expansion Space for lease and Tenant shall have a period of ten (10) days to
accept or decline Landlord's offer. The term of the Lease for the Expansion
Space shall be for the minimum term as Landlord is willing to offer the space
for lease, provided, however that Tenant may at that time elect to extend (but
not shorten) the term of the Lease for the Expansion Space to be coterminous
with the term of the Lease for the Premises under such terms and conditions as
Landlord may propose and Tenant shall accept. If Tenant shall accept the
provisions, then Landlord and Tenant shall promptly enter into an amendment to
this Lease incorporating the terms of Landlord's proposal. If Tenant shall fail
to accept Landlord's offer, then Tenant's rights under this subparagraph (ii)
(as to the Expansion Space that is the subject of the offer) shall cease until
such space shall next become available for let.
(t) Rights as to Space in Arbor 600, 600 College Road East and in 650
College Road East. Provided Tenant is not in default hereunder or under any
new lease entered into for space in Arbor 600, 600 College Road East or 650
College Road East and provided this Lease, as may be amended from time to time,
shall be in effect and three years or more shall remain in the Term, Tenant is
hereby given a right of first offer to lease available space in buildings known
as Arbor 600, 600 College Road East, and in 650 College Road East, Princeton
Forrestal Center (subject nevertheless to the right of the landlord of Arbor
600, 600 College Road East ("Arbor 600 Landlord") and the landlord of 650
College Road East ("650 Landlord") to provide expansion for any existing tenants
in either building as of the date of availability of space) as follows: at such
time as space becomes available in either such building, and the landlord
thereof determines to issue a proposal for such space to a party not then a
tenant in either Arbor 600, 600 College Road East or 650 College Road East, it
shall provide Tenant with the terms and conditions under which it is willing to
offer such space for lease and Tenant shall have a period of ten (10) days to
accept or decline such offer. If Tenant shall accept the provisions, then such
landlord and Tenant shall promptly enter into a new lease incorporating the
terms of the proposal. If Tenant shall fail to accept the offer, then Tenant's
rights as to such offered space shall cease until such space shall next become
available for let. Tenant's rights under this Subparagraph 24(t) shall cease
effective upon the expiration of the initial ten (10) year Term of the Lease,
whether or not the same is renewed. Landlord shall cause the Arbor 600 Landlord
and 650 Landlord to join in the execution hereof solely to confirm their
agreement with the provisions of this subparagraph.
The Arbor 600 Landlord and the 650 Landlord and their respective
successors, shall give notice to their successors in title of the rights of
Tenant hereunder, and shall cause such successors to assume such landlord's
obligations in respect of such rights until the same have expired or terminated.
If Landlord, the Arbor 600 Landlord or the 650 Landlord shall fail to give
notice to any successor in title of the rights of Tenant hereunder and shall
fail to have such obligations assumed by their successor, and if, thereafter,
such landlord or its successor shall fail to honor the right herein granted,
Landlord shall be obligated to use its reasonable best efforts to obtain for
Tenant equivalent space (to that which would have been offered) on comparable
terms at a building or buildings in the general proximity of the Premises. In
such event, Tenant may also elect to exercise such rights against the Arbor 600
Landlord and 650 Landlord as may exist at law or in equity for a breach of any
rights set forth in this Section 24(t). Upon the written assumption of the
obligation hereunder by a successor to the Arbor 600 Landlord or 650 Landlord,
the predecessor landlord and Landlord hereunder shall be released from any
further obligation or liability under this Section 24(t) with respect to such
(u) Existing Lease. Tenant and Peregrine Investment Partners-I are
parties to a lease agreement dated February 28, 1998, as last amended by Second
Amendment to Lease dated December 6, 1999, respecting premises in Arbor 600, 600
College Road East, Princeton Forrestal Center (the "Existing Lease" and
"Existing Premises" respectively). Provided Tenant vacates the Existing
Premises and leaves the same in the condition required under the Existing Lease
and provided Tenant has taken occupancy of the Premises and is not in default
hereunder, Landlord covenants and agrees to cause the Existing Lease to be
terminated as of the Lease Commencement Date whereupon all rents and other
charges under the Existing Lease shall be apportioned as of such date and the
Security Deposit shall be returned to Tenant.
(v) Entire Agreement. This Lease contains and embodies the entire
agreement of the parties hereto, and no representations, inducements or
agreements, oral or otherwise, between the parties not contained in this Lease
shall be of any force or effect. This Lease may not be modified, changed or
terminated in whole or in part in any manner other than by an agreement in
writing duly signed by both parties hereto.
(w) Roof Rights. Tenant shall have Landlord's permission to install
at Tenant's expense without additional payment to Landlord (except as herein
provided) a microwave dish, antenna, and appurtenant communications devices,
whose specifications and configuration shall be reasonably satisfactory to
Landlord (the "Telecommunications Equipment") on a portion of the roof of the
Building in a location and size approved by Landlord and which is to be used by
Tenant for its business in the
Premises. Tenant's installation shall include access to power and routing of
lines to the Premises together with the right to such rooftop access as is
required to comply with Tenant's obligations hereunder. Landlord expressly
reserves the right to install or permit others to install other
Telecommunications Equipment on the roof of the Building and shall make
reasonable efforts to minimize interference for each such user, provided
Landlord makes no warranty, and assumes no responsibility, for the suitability
of the roof for Tenant's use. Tenant shall cooperate with Landlord in seeking to
minimize any such interference. Tenant's installation, use, maintenance and
removal of the Telecommunications Equipment shall be subject to all permits and
approvals applicable thereto and Tenant shall secure and maintain the same at
its sole cost and expense, holding Landlord harmless from any violation thereof.
If reasonably required by Landlord or if mandated by any law, regulation,
ordinance, covenant or restriction, Tenant shall erect and maintain appropriate
screening for the Telecommunications Equipment. Tenant's installation,
operation, maintenance and removal of the Telecommunications Equipment shall- be
subject to the Landlord's inspection and technical review, the reasonable cost
of which shall be borne by Tenant.
IN WITNESS WHEREOF, the undersigned have executed and delivered this Lease
as of the date first above written.
WITNESS/ATTEST: 750 COLLEGE ROAD ASSOCIATES, L.P.
By: Aegis Forrestal Partners II, Inc.,
its general partner
/s/ By: /s/
WITNESS/ATTEST: ITXC CORP.
______________________________ By: /s/ Edward B. Jordan
DESCRIPTION OF BUILDING AND PREMISES
The Building shall mean the real property, and improvements thereon, known
as Lot 18.09, Block 5 in Plainsboro, New Jersey as shown on a certain map
entitled "Preliminary and Final Plan P.M. U. D. Subdivision of Property of the
Trustees of Princeton University" files 12/1/82 as Map 4512, File 969 in the
county of Middlesex, State of New Jersey.
FLOOR PLAN OF THE PREMISES
Floor plans shall be attached upon finalization of the space plans for the
LETTER OF CREDIT
We hereby establish, at the request and for the account of ______________
TENANT ____________________ ("Account Party"), a ____________________ (entity
type) ____________________, in connection with a certain lease agreement
("Lease") by and between you, as Landlord, and the Account Party, as Tenant,
relating to premises at ____________________ New Jersey, our irrevocable Letter
of Credit No. _______ in the amount of $_____________ , effective immediately
and expiring at 5 P.M. (prevailing time) on ____________________, 2000
Provided no draw or partial draw has theretofore been made hereon, the face
amount of this Letter of Credit shall automatically be reduced to the amount
indicated on the dates provided below:
Date of Reduction Revised Amount
We hereby irrevocably authorize you to draw on us, in an amount not to
exceed the face amount of this Letter of Credit and in accordance with the terms
and conditions hereinafter set forth, one or more drawings by your draft,
payable at sight on a day of the year on which banks are not required or
authorized to close in New Jersey (each, a "Business Day") and accompanied by
your written and completed certificate purportedly signed by an authorized
signatory of ________________ Agent for Landlord, or Landlord, in substantially
the form of Annex A attached hereto (such draft accompanied by such certificate
being your "Payment Draft").
Upon our honoring any Payment Draft presented by you hereunder, the face
amount of this Letter of Credit shall be decreased automatically by an amount
equal to the amount of such Payment Draft.
Each Payment Draft shall be dated the date of its presentation, and
shall be presented at our office located at
______________________________________, New Jersey, _______, Attention: Letter
of Credit Department. If we receive any Payment Draft at such office not later
than 11:00 A.M. (prevailing time) on a Business Day prior to the Termination
Date, we will honor the same
by 3:00 P.M. (prevailing time) on the same day in accordance with your payment
instructions. If we receive any Payment Draft at such office, after 11:00 A.M.
(prevailing time) on a Business Day prior to the Termination Date, we will honor
the same on the next succeeding Business Day in accordance with your payment
This Letter of Credit is transferable in its entirety to (i) any transferee
whom you certify to us has succeeded you as Landlord under the Lease, and (ii)
any mortgagee whom you certify to us has a right to the proceeds of the Letter
of Credit under a recorded mortgage and/or an assignment of rents and leases.
Transfer of your rights under this Letter of Credit to any such transferee shall
be effected by the presentation to us of this Letter of Credit accompanied by a
certificate of transfer in the form of Annex B attached hereto. Upon such
presentation and upon surrender of this Letter of Credit we shall forthwith
transfer the same to your transferee or, if so requested by your transferee,
issue a new letter of credit to your transferee with provisions therein
consistent with those set forth in this Letter of Credit.
This Letter of Credit sets forth in full our undertaking, and such
undertaking shall not in any way be modified, amended, amplified or limited by
reference to any document, instrument or agreement referred to herein.
This Letter of Credit is subject to the Uniform Customs and Practice for
Documentary Credits, 1983 revision, International Chamber of Commerce
publication no. 400. Communications with respect to this Letter of Credit shall
be in writing and shall be addressed to us at _________________________________,
New Jersey ____________, specifically referring to the number of this Letter of
Very truly yours,
[Name of Issuing Bank]
Title: Vice President
[Form of Certificate for Draw Under Letter of Credit]
Irrevocable Letter of Credit No.
The undersigned, an authorized signatory of _____________________________
("Landlord"), or ____________________________, Agent for Landlord, under the
Lease dated ___________ with ________________ ("Tenant") respecting certain
premises situate in _______________ (the "Lease") hereby certifies to
______________________ ("Bank") with reference to Irrevocable Letter of Credit
No. ____________________ ("Letter of Credit") issued by the Bank in favor of
Landlord, as follows:
(1) Landlord is entitled under the terms of the Lease to draw under the
Letter of Credit.
(2) The amount due to be paid to Landlord under this Certificate is
IN WITNESS WHEREOF, the undersigned has executed and delivered this
Certificate as of the __________ day of __________, 2000
INSTRUCTION TO TRANSFER
[Name of Issuing Bank]
Attention: Letter of Credit Operations
RE: Irrevocable Letter of Credit No.
For value received, the undersigned beneficiary hereby irrevocably
(Name of Transferee)
all rights of the undersigned beneficiary to draw under the above-captioned
Letter of Credit (the "Letter of Credit"). The transferee has succeeded the
undersigned as Landlord (as defined in the Letter of Credit) under the Lease
Agreement dated as of ___________, 2000 between the undersigned, as Lessor and
___________________, as Tenant.
By this transfer, all rights of the undersigned beneficiary in the Letter
of Credit are transferred to the transferee and the transferee shall hereafter
have the sole rights as beneficiary thereof; provided, however, that no rights
shall be deemed to have been transferred to the transferee until such transfer
complies with the requirements of the Letter of Credit pertaining to transfers.
The Letter of Credit is returned herewith and in accordance therewith we
ask that this transfer be effective and that you transfer the Letter of Credit
to our transferee or that, if so requested by the transferee, you issue a new
irrevocable Letter of Credit in favor of the transferee with provisions
consistent with the Letter of Credit.
Very truly yours,
BASE BUILDING SPECIFICATIONS
750 COLLEGE ROAD
Princeton Forrestal Center
Plainsboro, New Jersey
November l1, 1999
I. CODE ANALYSIS:
A. The project is designed in compliance with applicable federal, state
and local codes.
B. Applicable codes:
1) Uniform Construction Code, State of New Jersey and BOCA National
Building Code, 1996.
2) National Standard Plumbing Code, 1996.
3) National Electric Code.
4) Uniform Construction Code, Sub-chapter 7, Barrier Free Sub-code
5) ANSI A 117.1 by reference
C. Code checklist:
1) Use group (BOCA Chapter 3, Section 304): Group B.
2) Construction type (BOCA Chapter 6, Table 602): 2B, protected.
3) Fire protection (BOCA Chapter 9): Automatic sprinkler system.
4) Code population: Total area is 100,000 s.f. Assuming 1 person
per 100 s.f, building population is 1,000 people or 333 per
5) Minimum number of plumbing facilities (NSPC Table 7.24.1 B):
Assume equal male and female population (60% multiplier = 200
male per floor and 200 female per floor).
a) Male per floor: ___water closets, ___urinals, and
b) Female per floor: ___water closets and ___lavatories.
c) Drinking fountains per floor: ___.
II. ZONING ANALYSIS:
A. Parcel: Block 5, Lot 18.09, 13.8 acres.
B. Township: Plainsboro Township.
C. County: Middlesex County, New Jersey.
D. District: Planned Municipal Unit Development (PMUD).
E. Uses by Right: General office or research and development facility.
F. Maximum building coverage: N/A - PMUD requirements.
G. Maximum impervious surface ratio: N/A - PMUD requirements.
H. Maximum building height: 60 ft. not including rooftop mechanical
I. Parking: Minimum 1 space per 400 g.s.f for a total of 250 spaces.
Parking at a rate of 1 space per 250 g.s.f for a total of 416 spaces
III. BASE BUILDING DESIGN PROGRAM:
A. Approximately 100,000 square feet in one three story building
including a mechanical penthouse with access stair.
B. Base building spaces and systems:
1) Structural steel frame with concrete floor decks; exterior
skin of precast concrete panels with ribbon windows and
curtainwall; and an insulated roof assembly over metal deck.
2) Core spaces including elevators, floor elevator lobbies,
toilet rooms, janitor's closet, local electric closets,
local tele/data closets, fire stairs and corridors,
equipment shafts and risers. Core spaces also include
corridors from floor elevator lobby to stair towers on
3) Two-story entry lobby with access to central elevator core.
4) Cafe with outdoor seating area. Outdoor seating area to be
adjacent to woodland area.
5) HVAC, electric, plumbing, fire suppression, life safety,
security and tele/data systems and support spaces.
C. Parking: 416 total spaces will be constructed on site. Included in the
parking space count will be 8 handicapped spaces as required by code
and 10 spaces reserved for visitor parking. The remaining spaces will
include a distribution of standard and compact spaces as required by
A. Off-site work:
1) Sanitary service:
Sanitary sewer utilities are currently terminated along the site
perimeter near the curb cut in College Road East. These services
shall be extended to a manhole located approximately 5 feet from
the building under the on-site work scope of work.
2) Water service:
Domestic and firewater service utilities are currently terminated
along the site perimeter near the curb cut in College Road East.
These services shall be extended into the building under the on-
site work scope of work.
3) Electrical Service:
Dual, parallel electric utility service is currently available at
the site perimeter along College Road East by PSE&G. This service
shall be extended to secondary service transformer outside the
building under the on-site work scope of work.
4) Telecommunications Service:
Local and long distance fiber optic telecommunications service is
available from two service providers (Bell Atlantic, ATT) at the
property line along College Road East. These services shall be
extended into the building under the on-site work scope of work.
5) Offsite work shall include payment of "Mt. Laurel" affordable
B. On-site work:
1) Grading and Drainage:
Stormwater runoff shall be managed by means of inlets and storm
water piping to the existing storm water collection system
located in College Road East and by swales and sheet flow to
Princeton Forrestal Center's dedicated drainage zone at the west
This shall include all work necessary to support vehicle parking,
pedestrian access and service. Paving shall be 4"-6" stone sub-
base with 2"-3" bituminous base course and 2" wearing course as
dictated by geotechnical report. Heavy-duty paving shall be
provided on main roadways and access to the utility yard.
3) Curbs and Sidewalks:
Sidewalks shall be 4" concrete with 4" sub-base. Pre-cast
concrete pavers shall be used at the main building entrance and
the Cafe outdoor seating area. Brick pavers set in a concrete
sub-base shall be provided at major pedestrian crosswalks.
Concrete curbs shall be provided as required by Plainsboro
Township and Princeton Forrestal Center design standards.
a) An address sign shall be provided along College Road per
Princeton Forrestal Center standards.
b) Signage for direction and control of on-site vehicular
traffic and handicap parking shall be provided as per code
and Princeton Forrestal Center Standards.
c) Corporate identity signage may be provided under Tenant
allowance subject to local code restrictions and Princeton
Forrestal Center Standards.
Landscaping is provided including grass planted areas, shrubs,
evergreens, perennials and trees in parking areas, approach roads
and building entries. Landscape design shall conform to
Plainsboro Township and Princeton Forrestal Center design
6) Woodland area:
Approximately 6 acres of mature woodlands exist on the property
that is contiguous with Princeton Forrestal Center's woodland
open space preserve. A woodland management program will be
initiated at the commencement of the project with the objective
of creating an amenity for the property. The woodland management
program shall include removal of undergrowth, clearing of dead
and unhealthy stock, and selective removal and harvesting of
remaining stock. The woodland management program shall also
include consideration of supplementing the existing woodland area
with the addition of young specimen trees, accent lighting and
woodland trails to enhance the natural amenity that exists on the
C. Site Utility Services:
1) Sanitary Sewer Service:
Sanitary sewer service shall be extended from the existing
termination point in College Road East to a manhole located
within 5 feet of the exterior of the building.
2) Water Service:
a) One 8" water supply line for both fire and domestic use
shall be extended from the water main, located in College
Road into the building water service room, by the site
b) A water meter pit (if required) shall be provided by the
site utility contractor at the property line.
c) An above grade "hot box" located next to meter pit (if
required) for the reduced pressure type backflow preventer
shall be provided by the site utility contractor.
d) A variance will be submitted to Elizabethtown Water Company
to locate the water service meter and backflow preventer
assembly in the building water service room in lieu of a
meter enclosure and backflow preventer "hot box" at the site
3) Electrical Service:
a) Electrical service will be extended from College Road East
to the secondary service transformer located outside the
b) PSE&G will provide primary parallel service switches and
capacitors near property line.
c) On-site contractor shall provide a concrete encased raceway
system from primary electrical switches necessary to extend
the dual parallel service to the secondary service
transformers under the sitework scope of work.
d) PSE&G will furnish and install primary service cable and
secondary service transformers and pad.
e) The building electrical subcontractor will perform
installation of the secondary electrical service from
PSE&G's secondary transformer to the building switchboard.
f) Dual parallel service from PSE&G's secondary transformer
into the building is available as a Tenant upgrade.
a) Site lighting shall be provided as per code and Princeton
Forrestal Center standards.
b) Accent lighting shall be provided at the walkway to the main
building entry, the Cafe outdoor seating area, and select
areas of landscape including the woodland area.
c) Interior accent lighting shall be provided at entry
curtainwall under base building electrical.
d) Security lighting shall be provided at the building exits
and service areas.
5) Telecommunications Service:
a) Local and long distance fiber optic telecommunications
service shall be extended from College Road East into the
b) On-site work contractor shall provide a concrete encased
raceway system of 4-4" conduits and associated manholes from
the property boundary into the main telecommunications room.
c) Main telecommunications room shall be sized (minimum 20' x
10') to accommodate the equipment of both service providers.
d) Installation of multiple services into the building shall be
subject to joint negotiations by Owner and Tenant with the
V. STRUCTURAL SYSTEM:
A. Design live loads:
1) 30 p.s.f. at roof.
2) 100 p.s.f. live load at supported floors.
3) 150 p.s.f. live load at slab on grade.
4) Fluid cooler loads and other miscellaneous mechanical loads at
B. Steel superstructure:
1) 30' x 30' typical bay size. 13'-4" minimum floor to floor and
floor to roof deck height except mechanical penthouse floor to
roof deck height shall be approximately 10'- 0" as determined by
equipment. All structural steel beams, girders and columns shall
be ASTM 572 grade 50 steel.
2) Steel superstructure and floor members shall be composite
structure, with 3/4" diameter headed studs, and #4 x 8'- 0" long
@ 12" o/c in slab over all beams and girders.
3) For roof drainage, perimeter roof bays shall slope at 1/4" per
foot to level central bay.
4) Floor deck shall be 3 1/4" lightweight concrete on 3" deep 18 ga.
galvanized composite steel deck (6 1/4" total depth) spanning
10'- 0" typically.
5) Roof deck shall be 1 1/2" deep 20 ga. galvanized wide rib metal
6) Typical beam and girder connections shall be full depth double
angle type bolted sheer connections. All beam or girder to
column connections shall have top and bottom clip angles
connecting beam/girder flanges to column. Preliminary size angle
6 x 4 x 3/4 w/6 bolts.
C. Fireproofing shall be cementitious type spray-on fireproofing on all
beams, girders and columns to obtain rating required by code. Fireproofing
not required on deck.
D. Slab on grade shall be 5" thick, welded wire mesh reinforced concrete
on 4" stone and vapor barrier. Perimeter of slab on grade shall be
E. Column foundations shall be reinforced concrete spread footings.
Perimeter foundation shall be concrete grade walls and continuous wall
footings extending below frost line. Concrete pedestals shall support
F. Exterior wall:
1) Precast reinforced concrete panels supported directly from
structural steel columns. (Lateral bracing clips may occur at 10-
foot intervals on spandrel beams.)
2) Metal and glass ribbon window supported by precast panels.
3) Metal and glass curtain wall at main entry and accent locations.
1) Fluid coolers (on dunnage) and mechanical room areas at main roof
level shall have a reinforced concrete slab on deck sufficient
for sound and vibration attenuation (thickness to be determined).
2) Screen wall at roof to be braced by steel beam and channel
framing around the perimeter typical.
3) Entry lobby shall have steel-framed canopy with steel posts at
the outside and with hangers from spandrel beams at the inside of
canopy. Steel-framed high clerestory shall be provided at main
lobby area above roof.
4) Double column expansion joint shall occur as required by
VI. ARCHITECTURAL SYSTEMS:
A. Exterior wall shall be a non-loadbearing system consisting of:
1) Precast reinforced concrete spandrel panels clipped to steel
superstructure. Interior backup of panels below windows shall be
a non-structural metal stud system with insulation and interior
gypsum board finish. Panels above windows to have semi-rigid
insulation impaled to back of panel.
2) Curtain wall and ribbon window system consisting of aluminum
frames with clear anodize finish and insulated, tinted, low "E"
fixed glazing. System shall include metal sills and column
covers. Canopy fascias and clerestory fascias shall be aluminum
with clear anodize finish.
3) Firesafing shall be provided between floors and roof as per code
B. Exterior wall of mechanical penthouse and equipment screen shall
consist of a field erected flat metal panel wall system with
structural steel girt back up. A special profile cornice shall be
provided at the top of the wall and the screen. The interior of the
penthouse wall shall be GWB on metal studs with insulation.
C. Interior perimeter walls below windowsills and at columns to a 9'-3"
height shall be finished, unpainted GWB on metal studs.
D. Roof construction shall be an adhered 60 mil single ply EPDM roofing
membrane over rigid insulation with a 15-year manufacturer's warranty.
Tapered insulation shall be used in conjunction with sloping
structural steel to direct rain water to roof drains. Roof pavers
shall be arranged to provide access to rooftop equipment. Perimeter
roof flashing shall extend up on the inside face of the precast
parapet and be capped by a continuous aluminum coping with a Duranar
E. Base Building Interiors:
1) 13'-4" minimum floor to floor height shall accommodate 9'-0"
finish ceiling height except toilet rooms which may have a lower
ceiling if required for utility services.
2) Typical core doors shall be 3' x 7' hollow metal in welded hollow
metal frames. Special doors at service corridor and certain
equipment rooms shall be 6' x 8' pairs. Doors shall be labeled as
required. Hardware shall be brushed stainless steel.
3) The entry lobby connecting the building entry to the elevator
core shall include stone tile floor and base with carpet insets,
wood and stone wall finishes on GWB, articulated finished GWB
ceilings, general and accent lighting, HVAC, fire protection and
life safety systems.
4) Finishes for elevator lobbies on multi-tenant floors shall
include finished GWB walls with wood finish on elevator wall,
carpet, vinyl base, articulated finished GWB ceiling, general and
accent lighting, HVAC, fire protection and life safety systems.
5) Three fire stairs shall be provided in the building including
concrete filled metal pan stair system, GWB walls ACT ceiling at
roof level and floor landings, general lighting, HVAC, fire
protection and life safety systems. The stair at the central
core shall be extended to the roof for service access.
6) Toilet rooms shall be provided on each floor in the building
including wet wall with ceramic tile to 6'-8". Other walls shall
be provided with vinyl wallcovenng on GWB walls. Remaining
finishes shall include ceramic tile floors, suspended acoustical
tile ceiling, painted metal ceiling hung toilet partitions, wall
mounted fixtures, brushed finish stainless steel toilet
accessories, solid Corian lavatory counters and mirrors. In
addition, general and accent lighting, HVAC, fire protection and
life safety systems shall be provided.
7) A janitor's closet shall be provided on each floor in the
building. Janitor's closet shall include a floor mounted service
sink, VCT flooring with vinyl base, painted GWB walls and no
ceiling. In addition, general lighting, HVAC, fire protection and
life safety systems are provided.
8) Two local telephone closets shall be provided on each floor in
the building including sealed concrete floors, vinyl base,
finished GWM walls with 3/4" painted plywood on one wall, general
lighting, HVAC, fire protection and life safety systems.
9) Three local electric closets shall be provided on each floor in
the building including sealed concrete floors, vinyl base,
finished GWB walls, no ceilings, general lighting, HVAC, fire
protection and life safety systems.
10) Mechanical rooms in the building shall include sealed concrete
floors, no ceilings, painted GWB walls, general lighting, fire
protection, HVAC and life safety systems.
11) Electrical switchgear room in the building shall include sealed
concrete floors, no ceiling, painted GWB walls, general lighting,
fire protection, HVAC and life safety systems.
12) Receiving area in building shall include a service corridor,
painted GWB walls, corner guards, VCT floors, acoustical tile
ceiling, general lighting, fire protection, HVAC and life safety
F. Vertical transportation in the building shall include one 3,000-lb.
passenger elevators and one 3,500-lb. passenger/service elevator.
Elevators to be pre-engineered, 125 feet per minute, hydraulic
elevators. Elevator cabs to be brushed stainless and wood finish.
Elevator door heights shall be 8'-0". Elevator cab ceiling height
shall be 8'-6"except passenger/service cab shall be 9'-0".
VII. HVAC SYSTEM:
1) Ambient Weather: A summer condition of 91(degrees)F DB and
75(degrees)F WB will be used for the design of all cooling
systems. A winter temperature condition of 0 degrees will be used
for the design of all heating systems.
2) Indoor Design Temperatures: Indoor design temperatures will be as
(1) 75 +/- 2 degrees dry bulb / 50% relative humidity in
(2) 70 degrees dry bulb; no control over relative humidity
in the winter.
b) Mechanical Rooms, Telephone Rooms and Electrical Rooms: Only
ventilated in the summer, and 60 degrees in the winter; no
control over relative humidity in any season.
c) Elevator Machine Rooms: 85 degrees dry bulb in the summer
and 65 degrees in the winter; no control over relative
humidity in any season.
3) Ventilation: The recommended minimum outside airflow rates will
be 20 cfm/person for offices to be consistent with ASHRAE
Standard 62. Toilet Rooms will be ventilated at a rate of 2 cfm
per square foot.
4) Internal Loads: Internal heat gain from lighting will be assumed
to be 2-watts/square foot. Internal heat gain from equipment
will be 4-watts/square foot. Occupancy will be based on 100
square feet per person.
5) Filtration: Office areas will be supplied with minimum 30%
efficient filters. Mechanical rooms (and other spaces) directly
conditioned by outside air will be supplied with 30% efficient
6) Expansion: The mechanical systems will not be sized for any
7) Reliability: Pumps will be provided with a dedicated standby
pump. Cooling towers will be provided with redundancy so that
upon failure of one cooling tower, 67% of peak capacity will
still be available.
8) The water source heat pumps will not be provided with any
redundancy. The boiler will be provided with multiple heating
9) Acoustical: Offices will be designed to meet an NC-40 sound
pressure level as a background rating (i.e., exclusive of noise
generated by occupants), measured in the center of rooms, six
feet above finished floor.
B. Design Solutions:
1) Supply Air System: an outdoor air riser in each wing of the
building will provide Outdoor air. Each riser will have a
filtered inlet hood on the roof and motorized damper, electric
preheat coil and a heat pump on each floor. Heat pumps with
lined sheet metal supply systems will be provided for the two
story lobby, the elevator, lobby/toilet rooms, the outdoor air
riser on each floor and for the elevator machine room. Electric
cabinet heaters will be provided at entrance vestibules and in
stair towers with outside entrances. Electric unit heaters will
be provided in the mechanical and the main electrical rooms.
heaters will be provided in the supply duct of the heat pumps
serving the two-story lobby. Two (2)-cooling towers will be
installed on the roof. These cooling towers will provide cooling
water to a heat exchanger that will cool the water used in the
refrigerant condensers of the water source heat pumps. Chemical
injection and testing ports will be provided to allow a chemical
treatment program to be implemented. Blowdown capability will be
provided. Electric immersion heaters will be installed in the
2) Condenser Water System: Three end suction pumps (two operating
in parallel and one standby) will be provided in the penthouse
level mechanical room to circulate water between the heat
exchanger and the condenser sections of the heat pumps. Trim at
the pump will include a suction diffuser, isolation valves,
pressure gauges and thermometers. A multistage electric boiler
will add heat to the loop through bypass piping. A centrifugal
solids separator will be installed in the side-stream
configuration. The makeup water will be filtered through a
sediment filter. A schedule 40-heat rejection loop will be
provided on each floor. Valved outlets will be provided on the
heat rejection loop for tenant terminal units plus six spares per
3) Heat pumps and associated downstream ductwork and diffusers will
be installed for toilets/elevator lobby on each floor and the
first floor lobby.
4) Tenant ductwork, insulation and air distribution devices will be
furnished and installed under the tenant fit-out contract.
Tenant heat pumps will be furnished under the base building
contract complete with seismic restraints, hose kits and factory-
mounted controls and for installation under tenant fitout
contract. Tenant heat pumps are furnished at a rate of one per
1,000 s.f. of useable space and provides 34 MBH of cooling.
Adjustment to number and size of heat pumps will be provided from
Tenant Improvement allowance.
5) The return air path to the heat pumps will be through a ceiling
return plenum to the unit.
a) Outside air will be brought from a roof opening with a
vertical duct and will be ducted through an electric heating
coil and a heat pump before discharge into the plenum; the
outside air flow rate will be sized for the minimum outside
6) Exhaust fans and galvanized steel ductwork will be provided for
Electrical Rooms, Mechanical Rooms, Janitor's Closets and Toilet
7) Water source heat pumps connected to the condenser loop will be
provided for the cooling and heating of the elevator machine
8) Cooling coil condensate will be piped to a funnel drain provided
by the plumbing contractor on each floor adjacent to the exit
stair in each wing of the building.
9) The HVAC systems will be controlled and monitored by a direct
digital control (DDC) system. This system will execute all
sequences of operations and allow local or remote setpoint
monitoring and adjustment. The system sensors and actuators will
a) The base building system will control all base building
equipment, provide a conununication loop on each floor and
will include the controllers and sensors for the base
b) Tenant box controls, connection to the communication loop and
programming will be provided under the tenant work.
c) System shall be designed to automatically start back up base
building equipment upon detecting a failure of operating
VIII. PLUMBING AND FIRE PROTECTION SYSTEMS:
1) BOCA Building Code, 1996
2) National Standard Plumbing Code, 1996
3) Plumbing and Drainage Institute Standards
B. Sanitary System:
1) All sanitary drainage from the plumbing fixtures shall be drained
by gravity through interior cast iron piping and discharged
through 8" diameter underground piping to a point 5'- 0" beyond
the building for connection to the site sanitary sewer line
provided by the site utility contractor.
2) All above grade sanitary and vent piping shall be cast iron, soil
pipe, no hub type.
3) Under slab piping inside the building shall be service weight,
cast iron bell and spigot type with caulked oakum and lead joints
or with elastomer push-on joints with "multi-tite" gasket.
4) In addition to sanitary stacks and piping required to serve
toilet rooms and drinking fountains in core areas, two additional
4" diameter sanitary and vent stacks (wet columns) with capped
outlets at each floor shall be provided for future hook ups
required by tenants.
5) Two trapped funnel drains with trap primers shall be provided in
each wing of the building adjacent to the stair towers for
condensate discharge from heat pumps.
C. Storm System:
1) Storm water from roof shall be drained through roof drains and
interior vertical and horizontal piping and discharge through
underground piping to a point 5'-0" beyond the building for
connection to the site storm water system provided by the site
2) All piping shall be same type as for sanitary system.
3) All horizontal rainwater piping inside the building and bodies of
the roof drains shall be provided with 1/2" thick fiberglass
IX. ELECTRICAL SYSTEMS:
A. Design criteria:
1) Lighting 2.5 watts/s.f. utilizing recessed 2' x 4' three lamp
deep cell parabolic louvered fluorescent troopers. Energy
efficient lamps and electronic ballasts shall be utilized.
2) HVAC: 5.5 watts/s.f.
3) General power: 4.0 watts/s.f.
4) Total building design load: 12.0 watts/s.f.
B. Service Distribution
1) Incoming electric shall be 480/277 volts, 3 phase, 4 wire
secondary service from exterior PSE&G pad mounted transformer
line-up. Dual parallel service is provided to the secondary
service transformers. Single service is provided into the
2) Main service switchboard shall contain bolted pressure switches
in self-supporting metal cubicles. Distribution switchboards
shall be molded case circuit breakers. Main bus will have TVSS.
3) Primary and secondary power distribution shall be via EMT conduit
with copper conductors. Distribution from secondary panel boards
to lighting and power devices shall be via flexible metallic
conduit with copper conductors.
a) One 480/277-volt busway shall be provided in the central
core electrical closets for base building loads. Busway will
pass from floor to ceiling and will have both sides
accessible for core and shell services. Provide distribution
panel in penthouse mechanical room.
b) One 480/277-volt power riser shall be provided in each
electrical closet in the two building wings for tenant
power. Riser will feed one 480V distribution panel in each
tenant electric closet. Each closet will have one E-Mon
power meter monitoring electric consumption at the 480V
Distribution Panel. Sub metering at the 208V/120V level (if
required) will be provided within the Tenant Improvement
4) Base building lighting and receptacle loads throughout the
building shall be served from panelboards and transformers
located in central core electric closets. Panelboards for light
and power circuits shall be of the circuit breaker type for flush
or surface mounting dead-front cabinets. Concealed wiring shall
be provided in all areas except MEP spaces. All power loads, such
as elevators, motor control equipment, etc., shall operate at 480
volts and shall be connected to distribution panel with single or
multiple conduit and cable feeders. Wire and cable shall be
copper with type THHN insulation.
5) Tenant's power distribution work includes connections to Owner
furnished 208V/120V Receptacle Distribution Panel (RDP). A 75 KVA
transformer shall supply the RDP. Extension of the power service
from the RDP including all sub-metering, circuit breakers,
conduit, cable and devices is provided in the Tenant Improvement
1) Local battery units shall provide emergency lighting for life
2) Site lighting shall be provided and fed from 277-volt lighting
3) Tenant's lighting work includes all conduit, cable, switches and
fixtures including connections to 480V distribution panel. 480V
distribution panel including factory installed circuit breakers
is provided by base building. Revisions to circuit
breakers (if required) is provided in the Tenant Improvement
Allowance. Tenant fluorescent lighting shall be fed at 277 volts.
D. Grounding and Lightning Protection:
1) Building grounding will be provided as required by code.
2) A master label lightning protection system shall be provided.
Tenant is responsible to extend building lightning protection
system to all tenant rooftop equipment.
E. Telephone Service:
1) On-site work contractor shall provide empty conduit, underground
duct bank service from College Road East to main
telecommunication room in the building. A system of empty
conduit and sleeve risers shall be provided between the main
tele/data room and the tele/date closets in the two building
2) Each telephone closet shall include one power outlet and 3/4
painted plywood backer board for punchdown equipment.
3) Telephone service will be provided to base building spaces as
required by program.
4) Tenant will provide tele/data room within tenant space as well as
all service equipment, station cabling, terminations, and
1) Base building security system shall consist of perimeter door
monitoring, card readers at front and rear lobby entries with
electric locks and remote monitoring. Card readers are provided
in elevators for controlled floor access during building
G. Smoke, Fire and Sprinkler Alarm System
1) Multiplex addressable fire alarm and sprinkler alarm system shall
be provided in the building in accordance with code requirements
including semi-flush mounted pull stations at the exit stairs,
horns with flashing lights, etc. as per code requirements.
2) The smoke detection system in the building shall consist of
products of combustion, ionization type detectors in supply and
return air ductwork as per code requirements.
3) The sprinkler and sprinkler alarm system in the building shall
consist of water flow devices and tamper switches and interface
with fire alarm system.
4) Fire command station shall contain the fire alarm related
annunciation; communication and elevator recall functions.
Reference is made to that certain Lease Agreement dated June , 2000 (the
"Lease") to which this Work Letter is attached and made a part. Landlord and
Tenant acknowledge and agree that every date for performance set forth herein is
expressly predicated upon the Lease Agreement having been fully executed and
delivered on or before June 15, 2000, and each date set forth below for
performance by Landlord shall automatically be extended, on a day-for-day basis,
by the time period following June 15, 2000 until this Lease Agreement is fully
executed and delivered. Landlord's construction of the Building shall be in
accordance with the Base Building Specifications attached hereto as Exhibit B-1
1. Landlord and Tenant mutually agree the Premises shall be finished in
accordance with plans described in paragraph 2 below. Subject to the terms
hereof and to the effects of any Force Majeure and/or Tenant Delay (as the same
are defined herein), Landlord shall substantially complete construction of the
Building by the Lease Commencement Date.
2. Tenant, at Tenant's sole cost and expense, shall cause to be prepared
complete, finished and detailed architectural and engineering (electrical,
mechanical, plumbing and structural, if any) drawings and specifications for
Tenant's partition layout, reflected ceiling plan, floor finishes and other
installations, for the work to be done by Landlord under this Work Letter
("Tenant Improvement Work"). All such plans and specifications ("Plans") shall
be submitted to Landlord as soon as available but not later than October 30,
2000 and are expressly subject to Landlord's written approval, which Landlord
will not unreasonably withhold or delay. Any written approval of plans or
specifications by Landlord shall not make Landlord responsible in any way for
the design of any installed systems and Tenant shall look solely to its
architect, engineers, designers and any of its other agents for damages
resulting from design errors or omissions.
3. If Tenant elects to do its own Tenant Improvement Work, Landlord will
deliver the floors to Tenant for commencement of its Tenant Improvement Work no
later than ninety (90) days prior to the Lease Commencement Date. Tenant shall
be responsible for all normal and customary costs of Tenant Improvement Work,
including but not limited to the cost of design, materials (including
transportation and hoisting), labor general conditions, utility consumption
during construction, cleaning services and rubbish removal, and all other cost
to construct the Premises. Landlord will reimburse Tenant for such costs (to the
extent of the Tenant Improvement Allowance) as provided in paragraph 7(a) within
30 days of submission of applicable invoices and an architect's certification
that the work has been completed in accordance with the approved plans. Provided
Landlord has substantially completed the Base Building on or prior to the Lease
Commencement Date set forth in the Basic Lease Provisions, the Lease
Commencement Date shall be on the earlier of occupancy by Tenant or the Lease
Commencement Date as set forth in the Basic Lease Provisions.
4. If Tenant elects for Landlord to do the Tenant Improvement Work, or
any part thereof, Tenant shall cause to be submitted to Landlord all drawings,
plans, specifications, and other data required to complete the Tenant
Improvement Work or applicable portion thereof, described in paragraph 2 hereof,
by October 30, 2000.
If Landlord performs the Tenant Improvement Work, Landlord shall solicit bids
from at least three (3) qualified contractors and upon receipt shall review the
bids with the Tenant, shall award a contract before completion of the
improvements and shall hold regular weekly meetings with the Contractor and
generally supervise performance of the contract. Landlord's fee shall be limited
to five percent (5%) of the cost of the Tenant Improvement Work.
5. If Tenant elects for Landlord to do the Tenant Improvement Work,
notwithstanding the date set forth in the Basic Lease Provisions as the Lease
Commencement Date, Tenant's obligations for the payment of rent hereunder shall
not commence and the Lease Commencement Date shall not be deemed to have
occurred, until Landlord has Substantially Completed all work by Landlord as set
forth in paragraph 2 hereof; provided, however, that if Landlord shall be
delayed in the Substantial Completion of said work as a result of any of the
following, (each, a "Tenant Delay"):
(a) Tenant's failure to cause drawings, plans and specifications to be
furnished within the time required under paragraph 2 hereof;
(b) Tenant's request for changes in drawings, plans and specifications
subsequent to the date called for in paragraph 2 hereof;
(c) The performance by a person, firm or corporation employed by
Tenant and/or the completion of the work of said person, firm or corporation;
(d) Delay in delivery of long lead items ordered by Tenant; or
(e) Any other action or failure to act by Tenant that shall be the
cause of a delay in completion of the work.
then Tenant shall be liable for the payment of rent commencing on the
Lease Commencement Date and the Lease Commencement Date and Lease Expiration
Date shall not be extended; except to the extent of the number of days that
Landlord's architect determines, in its sole but reasonable judgment, and
Tenant's architects jointly determine that Landlord's work would not have been
completed by the Lease Commencement Date, without the occurrence of the
foregoing delays. The number of days that the Lease Commencement Date shall be
extended shall be that number of days of delay that is determined jointly by
Landlord's and Tenant's architects to be due to the actions of Landlord and
Tenant shall not be responsible for the payment of rent until the Lease
Commencement Date as extended pursuant to the provisions hereof.
6. If Tenant elects for Landlord to perform the Tenant Improvement Work
Landlord covenants that it will use due diligence and its best efforts to bring
to Substantial Completion Landlord's Work under paragraph 2 herein by the Lease
Commencement Date, but it is hereby agreed that Landlord shall not be
responsible for any delay as a result of any delays resulting from those events
denoted in paragraph 5 herein, or any delays arising by reason of Force Majeure
For purposes of this work letter, "Substantial Completion" or to
"Substantially Complete" shall mean that (i) the Base Building and the Tenant
Improvement Work have been substantially completed by Landlord in accordance
with the Plans except for minor or insubstantial details of construction,
declaration or mechanical adjustment that remain to be done which do not
materially adversely affect occupancy of the Premises and the use of the
Premises by Tenant for its permitted use (the "Punch List Items") and (ii) a
Temporary Certificate of Occupancy, subject to no conditions that materially
adversely affect Tenant's occupancy of the Premises for its permitted use, has
been issued for the Premises.
"Force Majeure" shall mean any cause beyond the reasonable control of
Landlord, exercising due diligence, including all labor disputes, civil
commotion, war-like operations, invasions, rebellion, hostilities, military or
usurped power, sabotage, government regulations or controls, fire or other
casualty, inability to obtain any material, services, weather, acts of God, or
any other cause, whether similar or dissimilar to the foregoing, not within the
reasonable control of the Landlord, but shall not include lack of funds or
7. If Tenant performs the Tenant Improvement Work or any part hereof,
such as telephone installation, carpeting, cabinetry, millwork, decorations and
installations of special equipment such as computers or telex machines
("Tenant's Work"), Tenant will be granted license to enter the Premises for
completion of such work and such work may be performed prior to the date
specified as the Lease Commencement Date. The foregoing license to enter prior
to the commencement of the Term, however, is conditioned upon Tenant's workmen
and mechanics working in harmony and not interfering with the labor employed by
the Landlord, Landlord's mechanics or contractors or by any other tenant or
their contractors. If at any times such entry shall cause disharmony or
interference therewith, this license may be withdrawn by Landlord upon forty-
eight (48) hours written notice to Tenant until such time as Landlord determines
that the disharmony or interference will abate. Such entry shall be deemed to be
under all of the terms, covenants, provisions and conditions of the Lease except
as to the covenant to pay rent. Landlord shall not be liable in any way for any
injury, loss or damage which may occur to any of Tenant's decorations or
installations so made prior to the commencement of the terns of the Lease, the
same being solely at Tenant's risk.
Furthermore, Tenant and its contractors shall be responsible for
transportation, safekeeping and storage of materials and equipment used in the
performance of Tenant's Work and for the removal of waste and debris resulting
from the performance of Tenant's Work. Such waste and debris shall be deposited
by Tenant and its contractors in its own dumpsters or other containers and shall
not be deposited in those of Landlord or Landlord's contractors unless by
prearrangement and in exchange for an agreement to pay the costs of additional
waste pick-ups at the Building.
RULES AND REGULATIONS
Reference is made to a certain Lease Agreement dated June __, 2000, (the
"Lease") to which these rules and regulations are attached. Definitions of terms
are set forth in the Lease.
The following rules arid regulations have been formulated for the safety
and well-being of all tenants of the Building and to insure compliance with all
municipal and other requirements. Strict adherence to these rules and
regulations is necessary to guarantee that each and every tenant will enjoy a
safe and unannoyed occupancy in the Building in accordance with the Lease. Any
continuing violation of these rules and regulations by Tenant, after thirty (30)
days' written notice from Landlord, shall be an Event of Default.
Landlord may, in its reasonable discretion, upon request by any tenant,
waive the compliance by such tenant with any of the foregoing rules and
regulations, provided that (i) no waiver shall be effective unless signed by
Landlord or Landlord's authorized agent, (ii) any such waiver shall not relieve
such tenant from the obligation to comply with such rule or regulation in the
future unless expressly consented to by Landlord, (iii) no waiver granted to any
tenant shall relieve any other tenant from the obligation of complying with the
rules and regulations unless such other tenant has received a similar waiver in
writing from the Landlord, and (iv) any such waiver by Landlord shall not
relieve Tenant from any obligation or liability of Tenant to Landlord pursuant
to the Lease for any loss or damage occasioned as a result of Tenant's failure
to comply with any such rule or regulation.
1. The sidewalks, driveways, entrances, passages, courts, lobby,
elevators, vestibules, stairways, corridors or halls or other parts of the
Building or Common Facilities not occupied by any tenant shall not be obstructed
or encumbered by any tenant or used for any purposes other than ingress and
egress to and from the Premises. Landlord shall have the right to control and
operate the public portions of the Building and the facilities furnished for
common use of the tenants in such manner as Landlord deems best for the benefit
of the tenants generally. No tenant shall permit the visit to the Premises of
persons in such numbers or under such conditions as to interfere with the use
and enjoyment by other tenants of the entrances, corridors, elevators, and other
public portions or facilities of the Building or Common Facilities, provided
following notice to Landlord, Landlord shall permit Tenant to conduct an "open
house" on one occasion following the Lease Commencement Date.
2. No awnings or other projections shall be attached to the outside walls
of the Building without the prior written consent of Landlord. No drapes,
blinds, shades of screens shall be attached to or hung in, or used in connection
with, any window or door of the Premises, without the prior written consent of
Landlord. Such awnings, projections, curtains, blinds, shades, screens or other
fixtures must be of a quality, type, design and color, and attached in the
manner approved by Landlord.
3. No show cases or other articles shall be put in front of or affixed to
any part of the exterior of the Building, nor placed in the halls, corridors or
vestibules without the prior written consent of the Landlord.
4. The water and wash closets and other plumbing fixtures shall not be
used for any purposes other than those for which they were constructed, and no
sweepings, rubbish, rags, or other substances shall be thrown therein. All
damages resulting from any misuse of the fixtures shall be borne by the tenant
who, or whose servants, employees, agents, visitors or licensees, shall have
caused the same.
5. There shall be no marking, painting, drilling into or in any way
defacing of the Building or any part of the Premises visible from public areas
of the Building or outside the Building. Tenant shall not construct, maintain,
use or operate within the Premises any electrical device, wiring or apparatus in
connection with a loud speaker system or other sound system, except as
reasonably required for its communication system and approved prior to the
installation thereof by Landlord. No such loud speaker or sound system shall be
constructed, maintained, used or operated outside of the Premises.
6. No bicycles, vehicles, animals, birds or pets of any kind shall be
brought into or kept in or about the Premises, and no cooking (except for hot
plate or microwave cooking by Tenant's employees for their own consumption, the
location and equipment for which is first approved by Landlord) shall be done or
permitted by any tenant on the Premises. No tenant shall cause or permit any
unusual or objectionable odors to be produced upon or permeate from the
7. No space in the Building shall be used for manufacturing of goods for
sale in the ordinary course of business, for the storage of merchandise for sale
in the ordinary course of business, or for the sale at auction of merchandise,
goods or property of any kind. Furthermore, the use of the premises by each
tenant was approved by Landlord prior to execution of the Lease and such use may
not be changed without the prior approval of Landlord.
8. No tenant shall make any unseemly or disturbing noises or disturb or
interfere with occupants of this or neighboring buildings or Premises or those
having business with them whether by the use of any musical instrument, radio,
talking machine, unmusical noise, whistling, singing, or in any other way. No
tenant shall throw anything out of the doors or windows or down the corridor or
9. No inflammable, combustible or explosive fluid, chemical or substance
shall be brought or kept upon the Premises.
10. No additional locks or bolts of any kind shall be placed upon any of
the doors, or windows by any tenant, nor shall any changes be made in existing
locks or the mechanism thereof. The doors leading to the corridors or main halls
shall be kept closed during business hours except as they may be used for
ingress or egress. Each tenant shall, upon the termination of his tenancy,
restore to the Landlord all keys of stores, offices, storage and toilet rooms
either furnished to, or otherwise procured by such tenant, and in the event of
the loss of any keys so furnished, such tenant shall pay to Landlord the cost
thereof. Tenant's key system shall be separate from that for the rest of the
11. Landlord reserves the right to inspect all freight to be brought into
the Building and to exclude from the Building all freight which violates any of
these rules and regulations of the Lease. All removals, or the carrying in or
out of the any safes, freight, furniture, packages, boxes, crates or any other
object or matter of any description must take place during such hours and in
such elevators as Landlord or its Agent may determine from time to time.
12. No tenant shall pay any employees on the Premises, except those
actually working for such tenant on the Premises.
13. Landlord reserves the right to exclude from the Building at all times
any person who is not known or does not properly identify himself to the
Building management or watchman on duty. Landlord may, at its option, require
all persons admitted to or leaving the Building between the hours of 5:30 p.m.
and 8:00 a.m., Monday through Friday, and at any hour, Saturdays, Sundays and
legal holidays, to register. Each tenant shall be responsible for all persons
for whom he authorizes entry into or exit out of the Building, and shall be
liable to Landlord for all acts or omissions of such persons.
14. The premises shall not, at any time, be used for lodging or sleeping
or for any immoral or illegal purpose.
15. Each tenant, before closing and leaving the premises at any time,
shall see that all windows are closed.
16. Landlord's employees shall not perform any work or do anything outside
of the regular duties, unless under special instruction from the management of
the Building. The requirements of tenants will be attended to only upon
application to Landlord and any such special requirements shall be billed Tenant
(and paid with the next installment of rent due) at the schedule of charges
maintained by Landlord from time to time or at such charge as is agreed upon in
advance by Landlord and Tenant.
17. Canvassing, soliciting and peddling in the Building is prohibited and
each tenant shall cooperate to prevent the same.
18. There shall not be used in any space, or in the public halls of the
Building, either by any tenant or by jobbers or others, in the delivery or
receipt of merchandise, any hand trucks, except those equipped with rubber tires
and side guards and Tenant shall be responsible to Landlord for any loss or
damage resulting from any deliveries of Tenant's merchandise to the Building.
19. Mats, trash or other objects shall not be placed in the public
20. Landlord does not maintain suite finishes which are nonstandard, such
as kitchens, bathrooms, wallpaper, special lights, etc. However, should the need
for repairs of items not maintained by Landlord arise, Landlord will arrange for
the work to be done at Tenant's expense.
21. The amount of liability insurance required to be maintained by Tenant
pursuant to Section 11 (b) of the Lease is $1,000,000 for injury to one (1)
person and $3 million for injury to a number of persons in a single occurrence
and $1,000,000 for damage to property.
22. Tenant shall not give its employees or other persons to go upon the
roof of the Building without the written consent of the Landlord.
Peregrine Investment Partners - I, a Pennsylvania Limited Partnership and
650 College Road Associates, L.P. hereby join in the execution hereof solely to
confirm their agreement with respect to the building known as Arbor 600, 600
College Road East Princeton Forrestal Center and 650 College Road East,
Princeton Forrestal Center, respectively, as set forth in Section 25(u) and
Section 25(t) of the within Lease Agreement.
Witness/Attest: PEREGRINE INVESTMENT PARTNERS - I,
A PENNSYLVANIA LIMITED PARTNERSHIP
By: Berwind Realty Services, Inc.
/s/ BY: /s/
Senior Vice President
Witness/Attest: 650 COLLEGE ROAD ASSOCIATES, L.P.
By: Bergen of College Road, Inc.
/s/ BY: /s/
Senior Vice President