MEASUREMENT STANDARD. 39.1 The parties agree that the rentable area figures set forth in this Lease are conclusive except as expressly provided in this Section 39.1. Landlord and Tenant agree that it is EAST\174041517.9 the intent of the parties for Landlord to complete the design of the Building in a manner providing for approximately 160,197-161,815 rentable square feet of Premises and approximately 525,396 rentable square feet of Building as measured pursuant to the Measurement Standard (as defined below). Following the completion of the construction documents for the Landlord’s Work, Landlord’s architect shall calculate the rentable area of the Premises and Building in accordance with Office Buildings: Standard Methods for Measurement as published by the Secretariat, Building Owners and Managers Association International (“BOMA”) (ANSI/BOMA ▇▇▇.▇-▇▇▇▇, ▇▇▇▇▇▇ B as modified by the inclusion of any floor area serving laboratory exhaust or elevator shafts that are 100% dedicated to Tenant’s use) (collectively, the “Measurement Standard”), and certify the rentable square footage of the Premises and Building to Landlord and Tenant. Tenant shall have the right to review such certification and, so long as the Premises is not greater than 161,815 rentable square feet or less than 160,197 rentable square feet pursuant to such measurement, the parties shall enter into an amendment to this Lease confirming the rentable square footage of the Premises and the Building (subject to the following provisions of this Section 39.1) as well as proportional changes in the Fixed Rent due and any other charges due under this Lease based upon the rentable square footages of the Premises and the Building, and a proportionate adjustment in any other rights of Tenant apportioned based on the rentable square footages of the Premises and the Building hereunder. If the Premises are less than 160,197 rentable square feet or more than 161,815 rentable square feet based on such measurement, then Landlord shall make such changes to the construction documents that are required so as to bring the Premises within such parameters and Tenant will cooperate in connection with the same. Within thirty (30) days following the substantial completion of the Landlord’s Work, Landlord shall direct its architect to calculate the rentable square footages of the Premises and the Building pursuant to the Measurement Standard and certify the same to Tenant. If such measurement of the Premises is between 160,197 and 161,815 rentable square feet, inclusive, then Landlord and Tenant shall enter into an amendment to this Lease confirming the final rentable square footages of the Premises and the Building, as modified, as well as proportional changes in the Fixed Rent due and any other charges due under this Lease based upon the rentable square footages of the Premises and the Building (other than Supplemental Rent and the amount of additional allowance elected by Tenant pursuant to Section 11(e) of Exhibit 3.2), and a proportionate adjustment in any other rights of Tenant apportioned based on the rentable square footages of the Premises and the Building hereunder. For the avoidance of doubt, the parties agree that the amount of Supplemental Rent payable by Tenant pursuant to Exhibit 4.1 if Tenant timely elects to increase the amount of the Landlord’s Contribution pursuant to Section 11(e) of Exhibit 3.2, shall not be modified following any measurement of the rentable square footage of the Premises pursuant to this Section 39.1. Notwithstanding the foregoing, if Tenant disputes such final measurement of the Premises and the Building within fifteen (15) business days following delivery of such certification to Tenant, then the parties shall submit such dispute for resolution pursuant to Section 15 of the Work Letter. In no event shall (x) Landlord be obligated to design the Premises to be less than 161,815 rentable square feet or the Building to be less than 525,396 rentable square feet, or (y) Landlord be obligated to approve any proposed Tenant plans or revisions thereto pursuant to the process described in the Work Letter that would result in the Premises being less than 161,815 rentable square feet or the Building being less than 525,396 rentable EAST\174041517.9 square feet, and (z) Tenant be obligated to pay Fixed Rent and any other charge due under this Lease based upon a rentable square footage of the Premises being in excess of 161,815 rentable square feet (other than in connection with an expansion of the Premises). In the event that a future adjustment is required due to the expansion or reduction of the (a) Premises in accordance with this Lease (other than pursuant to Articles 36 and 37) or (b) the Building, then Landlord shall provide Tenant with a certification of such measurement by Landlord’s architect in accordance with the Measurement Standard. If Tenant disputes the results within ten (10) business days following the receipt of such certification, then Landlord, Landlord’s architect, if any, Tenant, and Tenant’s architect shall meet and resolve the dispute within such ten (10) business day period. If the parties are unable to resolve such dispute within such ten (10) business days, either of the parties may elect to submit such dispute to arbitration by directing the Connecticut office of the AAA (or, if none, the nearest AAA office with case management for Connecticut) to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant. Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator. The arbitration shall be conducted in accordance with the expedited commercial real estate arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by the parties. Within five (5) days of appointment, the arbitrator shall render a decision and the appropriate resolution, if any. The arbitrator’s decision shall be final and binding on the parties.
Appears in 1 contract
Sources: Lease Agreement (Arvinas, Inc.)
MEASUREMENT STANDARD. 39.1 The parties agree that the rentable area figures set forth in this Lease are conclusive except as expressly provided in this Section 39.1. Landlord and Tenant agree that it is EAST\174041517.9 the intent of the parties for Landlord to complete the design of the Building in a manner providing for approximately 160,197325,000-161,815 328,053 rentable square feet of Premises and approximately 525,396 428,600 rentable square feet of Building as measured pursuant to the Measurement Standard (as defined below). Following the completion of the construction documents for the Landlord’s Landlord Work, Landlord’s architect shall calculate the rentable area of the Premises and Building in accordance with Office Buildings: Standard Methods for Measurement as published by the Secretariat, Building Owners and Managers Association International (“BOMA”) (ANSI/BOMA ▇▇▇.▇-▇▇▇▇, ▇▇▇▇▇▇ B B), as modified by the inclusion of any floor area serving laboratory exhaust or elevator shafts that are 100% dedicated to Tenant’s use) use (collectively, the “Measurement Standard”), and certify the rentable square footage of the Premises and Building to Landlord and Tenant. Tenant shall have the right to review such certification and, so long as the Premises is not greater than 161,815 328,053 rentable square feet or less than 160,197 325,000 rentable square feet pursuant to such measurement, the parties shall enter into an amendment to this Lease confirming the rentable square footage of the Premises and the Building (subject to the following provisions of this Section 39.1) as well as proportional changes in the Fixed Rent due and any other charges due under this Lease based upon the rentable square footages of the Premises and the Building, and a proportionate adjustment in any other rights of Tenant apportioned based on the rentable square footages of the Premises and the Building hereunder. If the Premises are less than 160,197 325,000 rentable square feet or more than 161,815 328,053 rentable square feet based on such measurement, then Landlord shall make such changes to the construction documents that are required so as to bring the Premises within such parameters and Tenant will cooperate in connection with the same. Within thirty (30) days following the substantial completion of the Landlord’s Landlord Work, Landlord shall direct its architect to calculate the rentable square footages of the Premises and the Building pursuant to the Measurement Standard and certify the same to Tenant. If such measurement of the Premises is between 160,197 325,000 and 161,815 328,053 rentable square feet, inclusive, then Landlord and Tenant shall enter into an amendment to this Lease confirming the final rentable square footages of the Premises and the Building, as modified, as well as proportional changes in the Fixed Rent due and any other charges due under this the Lease based upon the rentable square footages of the Premises and the Building (other than Supplemental Rent and the amount of additional allowance elected by Tenant pursuant to Section 11(e) of Exhibit 3.2)Building, and a proportionate adjustment in any other rights of Tenant apportioned based on the rentable square footages of the Premises and the Building hereunder. For the avoidance of doubt, the parties agree that the amount of Supplemental Rent payable by Tenant pursuant to Exhibit 4.1 if Tenant timely elects to increase the amount of the Landlord’s Contribution pursuant to Section 11(e) of Exhibit 3.2, shall not be modified following any measurement of the rentable square footage of the Premises pursuant to this Section 39.1. Notwithstanding the foregoing, if Tenant disputes such final measurement of the Premises and the Building within fifteen (15) business days following delivery of such certification to Tenant, then the parties shall submit such dispute for resolution pursuant to Section 15 14 of the Work Letter. In no event shall (x) Landlord be obligated to design the Premises to be less than 161,815 325,000 rentable square feet or the Building to be less than 525,396 428,600 rentable square feet, or (y) Landlord be obligated to approve any proposed Tenant plans or revisions thereto pursuant to the process described in the Work Letter that would result in the Premises being less than 161,815 325,000 rentable square feet or the Building being less than 525,396 428,600 rentable EAST\174041517.9 square feet, and (z) Tenant be obligated to pay Fixed Rent and any other charge due under this the Lease based upon a rentable *Omitted information is the subject of a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934 and has been filed separately with the Securities and Exchange Commission. square footage of the Premises being in excess of 161,815 328,053 rentable square feet (other than in connection with an expansion of the Premises). In the event that a future adjustment is required due to the expansion or reduction of the (a) Premises in accordance with this Lease (other than pursuant to Articles 36 and 37) or (b) the Building, then Landlord shall provide Tenant with a certification of such measurement by the Landlord’s architect in accordance with the Measurement Standard. If Tenant disputes the results within ten (10) business days following the receipt of such certification, then Landlord, Landlord’s architect, if any, Tenant, and Tenant’s architect shall meet and resolve the dispute within such ten (10) business day period. If the parties are unable to resolve such dispute within such ten (10) business days, either of the parties may elect to submit such dispute to arbitration by directing the Connecticut office of the AAA (or, if none, the nearest AAA office with case management for Connecticut) to appoint an arbitrator who shall have a minimum of ten (10) years’ experience in commercial real estate disputes and who shall not be affiliated with either Landlord or Tenant. Both Landlord and Tenant shall have the opportunity to present evidence and outside consultants to the arbitrator. The arbitration shall be conducted in accordance with the expedited commercial real estate arbitration rules of the AAA insofar as such rules are not inconsistent with the provisions of this Lease (in which case the provisions of this Lease shall govern). The cost of the arbitration (exclusive of each party’s witness and attorneys’ fees, which shall be paid by such party) shall be borne equally by the parties. Within five (5) days of appointment, the arbitrator shall render a decision and the appropriate resolution, if any. The arbitrator’s decision shall be final and binding on the parties.. ARTICLE 40
Appears in 1 contract
Sources: Lease (Alexion Pharmaceuticals Inc)