OFFICE BUILDING, ANSI Z65.1 - 1996, AND ITS ACCOMPANYING GUIDELINES
(COLLECTIVELY, "BOMA").
WITHIN THIRTY (30) DAYS AFTER THE LEASE COMMENCEMENT
DATE, LANDLORD'S SPACE PLANNER/ARCHITECT SHALL MEASURE THE RENTABLE AND USABLE
SQUARE FEET OF THE PREMISES, AND THEREAFTER SUCH DETERMINED RENTABLE SQUARE
FOOTAGES OF THE PREMISES SHALL BE PRESENTED TO TENANT IN WRITING.
TENANT'S
SPACE PLANNER/ARCHITECT MAY REVIEW LANDLORD'S SPACE PLANNER/ARCHITECT'S
DETERMINATION OF THE NUMBER OF RENTABLE SQUARE FEET AND USABLE SQUARE FEET OF
THE PREMISES AND TENANT MAY, WITHIN FIFTEEN (15) BUSINESS DAYS AFTER TENANT'S
RECEIPT OF LANDLORD'S SPACE PLANNER/ARCHITECT'S WRITTEN DETERMINATION, OBJECT TO
SUCH DETERMINATION BY WRITTEN NOTICE TO LANDLORD.
TENANT'S FAILURE TO DELIVER
WRITTEN NOTICE OF SUCH OBJECTION WITHIN SAID FIFTEEN (15) BUSINESS DAY PERIOD
SHALL BE DEEMED TO CONSTITUTE TENANT'S ACCEPTANCE OF LANDLORD'S SPACE
PLANNER/ARCHITECT'S DETERMINATION.
IF TENANT OBJECTS TO SUCH DETERMINATION,
LANDLORD'S SPACE PLANNER/ARCHITECT AND TENANT'S SPACE PLANNER/ARCHITECT SHALL
PROMPTLY MEET AND ATTEMPT TO AGREE UPON THE RENTABLE AND USABLE SQUARE FOOTAGE
OF THE PREMISES.
IF LANDLORD'S SPACE PLANNER/ARCHITECT AND TENANT'S SPACE
PLANNER/ARCHITECT CANNOT AGREE ON THE RENTABLE AND USEABLE SQUARE FOOTAGE OF THE
PREMISES WITHIN THIRTY (30) DAYS AFTER TENANT'S OBJECTION THERETO, LANDLORD AND
TENANT SHALL MUTUALLY SELECT AN INDEPENDENT THIRD PARTY SPACE MEASUREMENT
PROFESSIONAL TO FIELD MEASURE THE PREMISES PURSUANT TO BOMA.
SUCH THIRD PARTY
6
*** Confidential portions of this document have been redacted and filed
separately with the Commission.
INDEPENDENT MEASUREMENT PROFESSIONAL'S DETERMINATION SHALL BE CONCLUSIVE AND
BINDING ON LANDLORD AND TENANT.
[***] PAY [***] OF THE FEES AND EXPENSES OF THE
INDEPENDENT THIRD PARTY SPACE MEASUREMENT PROFESSIONAL.
IF THE LEASE TERM
COMMENCES PRIOR TO SUCH FINAL DETERMINATION, [***] DETERMINATION SHALL BE
UTILIZED UNTIL A FINAL DETERMINATION IS MADE, WHEREUPON AN APPROPRIATE
ADJUSTMENT, IF NECESSARY, SHALL BE MADE RETROACTIVELY, AND LANDLORD SHALL MAKE
APPROPRIATE PAYMENT (IF APPLICABLE) TO TENANT.
IN THE EVENT THAT PURSUANT TO
THE PROCEDURE DESCRIBED IN THIS SECTION 1.2 ABOVE, IT IS DETERMINED THAT THE
SQUARE FOOTAGE AMOUNTS SHALL BE DIFFERENT FROM THOSE SET FORTH IN THIS LEASE,
ALL AMOUNTS, PERCENTAGES AND FIGURES APPEARING OR REFERRED TO IN THIS LEASE
BASED UPON SUCH INCORRECT AMOUNT (INCLUDING, WITHOUT LIMITATION, THE AMOUNT OF
THE "RENT" AND ANY "SECURITY DEPOSIT," AS THOSE TERMS ARE DEFINED IN SECTION 4.1
AND ARTICLE 21 OF THIS LEASE, RESPECTIVELY, AND THE AMOUNT OF THE "IMPROVEMENT
ALLOWANCE," AS THAT TERM IS DEFINED IN SECTION 2.1 OF THE WORK LETTER AGREEMENT)
SHALL BE MODIFIED IN ACCORDANCE WITH SUCH DETERMINATION.
IF SUCH DETERMINATION
IS MADE, IT WILL BE CONFIRMED IN WRITING BY LANDLORD TO TENANT.
1.3
13480 PREMISES; 13480 LEASE.
LANDLORD AND TENANT ARE PARTIES TO
THAT CERTAIN OFFICE LEASE DATED AS OF JANUARY 31, 2008 (THE "13480 LEASE"),
WHEREBY TENANT LEASES FROM LANDLORD, AND LANDLORD LEASES TO TENANT THOSE CERTAIN
PREMISES CONSISTING OF THE ENTIRETY OF THE 13480 BUILDING (THE "13480
PREMISES").
THE TERMS OF THE 13480 LEASE SHALL GOVERN TENANT'S LEASE OF THE
13480 PREMISES IN ALL RESPECTS AND THE TERMS OF THIS LEASE SHALL NOT BE
APPLICABLE WITH RESPECT TO THE 13480 LEASE, EXCEPT TO