Exhibit 10.21
RESTATED AND REVISED LEASE AGREEMENT
LEASE AGREEMENT made effective this December 1, 1999, by and
between THE UNIVERSITY AT ALBANY FOUNDATION, a not-for-profit corporation
existing under the laws of the State of New York, having its principal place of
business located at Administration 231, 0000 Xxxxxxxxxx Xxxxxx, Xxxxxx, Xxx Xxxx
00000, hereinafter referred to as "FOUNDATION," acting as a campus related
entity in connection with the University at Albany (State University of New
York) (hereinafter referred to as "ALBANY") and Albany Molecular Research, Inc.,
a corporation having its principal place of business located at 00 Xxxxxxxxx
Xxxxxx, Xxxxxx, Xxx Xxxx, 00000 (hereinafter referred to as the "TENANT"). This
RESTATED and REVISED LEASE AGREEMENT supersedes the previous LEASE date May 28,
1996, as amended.
WHEREAS, the TENANT is compatible with the business incubation program
of the new ALBANY campus; and
WHEREAS, ALBANY wishes to promote and xxxxxx interaction and collaboration
between the university and industry; and
WHEREAS, the parties desire to enter into an agreement whereby FOUNDATION, will
lease appropriate space on ALBANY'S East Campus in Rensselaer, New York, to the
TENANT;
NOW, THEREFORE, be it known that a Lease is hereby agreed to by the FOUNDATION
and TENANT, subject to the terms and conditions as hereinafter provided, to use
the facilities and services ("Premises") designated in this Lease:
1. The FOUNDATION leases to the Tenant and the TENANT accepts the
Premises, subject to the terms and conditions as hereinafter provided, including
the following designated facilities:
31,752 square feet in C-Wing (1st - 4th floors), Laboratory
Building
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located at Xxx Xxxxxxxxxx Xxxxx, Xxxxxxxxxx, Xxx Xxxx, together with a right in
common with others to utilize the driveways, parking areas and other common
areas, such as solvent storage.
2. FOUNDATION shall supply all ordinary and necessary water,
gas, and electrical services, heat, sewage services, lawn and parking lot and
building maintenance, lawn mowing, and snow removal for Premises. Telephone
services will be provided in accordance with FOUNDATION policy at the expense
of the TENANT. TENANT may request upgrades of facilities to conduct its
operations, and if approved by FOUNDATION, FOUNDATION will work with TENANT
to arrange the upgrades. TENANT shall pay the FOUNDATION, in advance, for the
cost of any and all capital upgrades, which are requested by TENANT unless
TENANT and FOUNDATION agree in advance to share in the costs in a different
manner. TENANT shall be responsible for TENANT's proportionate share of any
increase in real property taxes or payments in lieu of taxes assessed upon
termination of FOUNDATION'S current Pilot Agreement that are directly
attributable to TENANT'S occupancy of Premises under this Lease. Utility
usage of the TENANT shall be monitored on a regular basis and FOUNDATION will
adjust the utility charge to cover the actual costs of TENANT utility usage
as provided for in the formula defined in Appendix D.
3. TENANT shall pay rent and utilities to FOUNDATION in the annual
amount of $441,786, as adjusted by an amortization schedule, Appendix B. Rent is
payable monthly in the amounts specified in the rent schedule, Appendix C.
4. TENANT shall take proper care of the facilities made available
for their use and shall preserve them in good order and condition, normal wear
and tear excepted.
5. TENANT understands and agrees that services offered by
FOUNDATION to TENANT shall be equivalent to those provided other tenants of the
facility, unless otherwise agreed to in writing by both parties. All operations
of the TENANT on the Premises will be in accordance with standard business
practice for laboratory and research facilities and TENANT shall limit its
activities at said Premises to those usually and customarily associated with
such
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operations. The activities of TENANT shall not infringe upon, delay or conflict
with the normal operation of the facility.
6. This agreement shall be interpreted according to the laws of the
State of New York, TENANT shall comply with established FOUNDATION and ALBANY
regulations and policies and all laws, rules, orders, regulations, and
requirements of Federal, State and municipal governments applicable to the
Premises or this Lease. TENANT shall obtain and keep in force at its sole cost
and expense any permits or licenses which may be required by any governmental
agency for conduct of its operations. FOUNDATION represents and warrants that it
holds a validly existing Certificate of Occupancy and that it holds all the
permits and approvals necessary to operate the Premises.
7.TENANT specifically agrees to pay all costs related to the
rehabilitation of the Premises that TENANT requests, and the FOUNDATION has
approved. FOUNDATION shall not be required to provide furnishings, fixtures or
decorations. Upon termination of the Lease, the TENANT will tender the Premises
in broom clean condition, reasonable wear and tear excepted. At its sole cost
and expense, TENANT may remove any furnishings, TENANT installed fixtures and
decorations belonging to TENANT at its election, provided that TENANT repairs
any damage caused by the removal of the fixtures. Any TENANT owned fixtures not
removed by TENANT after a reasonable period of time following the expiration of
the Lease shall become the property of FOUNDATION.
8. The TENANT shall have the right, so long as the Lease shall
remain in force, to enter upon the Premises for the purposes set forth in this
Lease. However, if in the judgment of FOUNDATION any activity of TENANT or its
personnel or clients is deemed incompatible with the purpose of this Lease as
defined in paragraph (5), then the FOUNDATION shall provide TENANT with thirty
(30) days notice of the incompatible use of the Premises by TENANT and TENANT
shall have thirty (30) days to cure the incompatible use. In the event the
incompatible use is not cured within the thirty (30) day period FOUNDATION may
exhaust all legal remedies.
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9. TENANT specifically agrees not to hold itself out as
representing the FOUNDATION, the State of New York, the State University of New
York, or ALBANY in connection with the use of the Premises or the property to
which the Lease relates, nor shall the name of the FOUNDATION, the State of New
York, the State University of New York, or Albany be used by TENANT for any
purpose without prior, specific written approval of the party whose name is to
be used. FOUNDATION agrees that it will not use the name of TENANT for any
purpose without the prior, specific written approval of TENANT, except that
FOUNDATION is free to state that TENANT leases the Premises.
10. TENANT assumes all risks and liability incidental to its use of
the Premises, appurtenances and surrounding grounds, and shall be solely
responsible for any and all accidents and injuries to persons (including death)
and property damage arising out of or in connection with such activities if
caused by the actions of TENANT, its officers, employees, agents, subcontractors
or assigns, and TENANT hereby covenants and agrees to indemnify and hold
harmless the FOUNDATION, the State of New York, the State University of New
York, and ALBANY and their respective officers, employees, agents and assigns,
from any and all claims, suits, actions, damages and costs of every nature and
description arising out of or relating to the said use. TENANT further agrees,
upon request, to assume the defense and to defend, at its own cost and expense,
any action brought at any time against the FOUNDATION, the State of New York, or
the State University of New York, and ALBANY with respect to such claims, suits
and losses. FOUNDATION hereby covenants and agrees to indemnify TENANT from all
claims, suits, actions, damages and costs of every nature and description
arising out of or relating to uses of the Premises by previous owners or
occupants of said Premises.
11. TENANT agrees to provide evidence of appropriate insurance of
the type and in the amount set forth in Appendix A of this Lease, naming the
FOUNDATION and ALBANY as additional insured. Proof of such insurance shall be
presented to FOUNDATION at the beginning of this Lease and at such times as
reasonably requested by the FOUNDATION.
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12. TENANT specifically agrees that if the Lease is canceled or
terminated for any reason set forth in this Lease, TENANT shall have no claim
against the FOUNDATION, the State of New York, State University of New York and
ALBANY nor their respective officers, agents or employees, and further that the
FOUNDATION, the State of New York, the State University of New York and ALBANY
and their officers, employees, agents and assigns shall be relieved from any and
all liability.
13. Any notice to either party hereunder must be in writing, signed
by the party giving it, and shall be served either personally or by certified
mail return receipt requested addressed as follows:
TO: FOUNDATION Office of Executive Director
University at Albany Foundation
AD 231
University at Albany
Xxxxxx, Xxx Xxxx 00000
TO: TENANT Chief Financial Officer
Albany Molecular Research, Inc.
00 Xxxxxxxxx Xxxxxx
Xxxxxx, Xxx Xxxx 00000
or to such other addresses as may be designated by the party giving it in
writing. All notices become effective upon receipt.
14. This Lease, including any Exhibits and Appendices, constitutes
the entire agreement between the parties hereto and all previous communications
between the parties, whether written or oral, with references to the subject
matter of this Lease is hereby superseded.
15. The term of this Revised and Restated Lease shall be from December 1, 1999
through November 30, 2009, unless terminated earlier by either party or extended
in writing in accordance with the terms of this Lease. TENANT may renew this
Lease for the period December 1, 2009 to November 30, 2014 and seven (7)
additional successive, five-year periods. This Lease shall be deemed to be
automatically renewed by TENANT unless TENANT gives
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FOUNDATION notice of its intent to not exercise TENANT'S renewal option to
FOUNDATION six (6) months prior to the expiration of the current term of the
Lease.
16. TENANT shall meet at least annually with FOUNDATION, at a
time determined by FOUNDATION, for the purpose of reviewing the status of
this Lease. Rent for the period December 1, 2009 to November 30, 2014, and
each subsequent five (5) year period thereafter, shall be increased three (3)
percent in the first year of each 5-year period above the base rent charged
in the last year of the Revised and Restated Lease. Utility cost will be
based upon usage during each year as defined in Appendix D.
17. TENANT may assign, transfer, sublease or convey this Lease, or
any interest herein, without the consent of the Foundation; however, the
assignment, transfer, sublease or conveyance by Tenant shall not operate to
terminate the Tenant's liability under this agreement.
18. This Lease may be changed, amended, modified or extended only
by a writing duly executed by the parties hereto.
19. The parties hereto mutually agree that if the Building in which
the Premises are located are partially or totally destroyed or damaged by fire
or other hazard, then FOUNDATION shall repair and restore such the Premises as
soon as is reasonably practicable to substantially the same condition in which
such building or improvements were before such damage. If, however, such
Building is completely destroyed or so damaged that FOUNDATION cannot reasonably
restore or rebuild the Premises within six (6) months of the occurrence of the
loss to their original condition, then TENANT or FOUNDATION may terminate this
Lease without further liability to each other by serving written notice upon the
Non-Terminating Party.
20. (a) In the event that the Premises, or any part thereof, shall
be taken by exercise of the right of condemnation or eminent domain or by
agreement between
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FOUNDATION and those authorized to exercise such right (collectively herein
referred to as "Condemnation Proceedings") FOUNDATION and TENANT shall be
entitled to collect from any condemnor that portion of the award that they may
be legally entitled to receive in any such proceeding.
(b) FOUNDATION and TENANT agree to execute any and all further
documents that may be required in order to facilitate collection by each party
of any and all such awards.
(c) If at any time during the term of this Lease title to the
part of the Premises shall be taken in Condemnation Proceedings, this Lease
shall terminate and expire on the date on which TENANT is deprived of possession
of the Premises thereby and the fixed monthly rent provided to be paid by TENANT
shall be apportioned and paid to such date. In such event, TENANT shall be
entitled to receive an apportionment of any other charges paid or payable by
TENANT under this Lease.
21. (a) Subject to and conditioned upon the TENANT'S receipt of a
nondisturbance agreement in a form reasonably acceptable to TENANT from
FOUNDATION'S lender, this Lease and all rights of the TENANT hereunder are and
shall be automatically subject and subordinated to the lien of any mortgages,
(whether fee or leasehold), which may now or hereafter affect the Premises and
to all renewals, modifications, consolidations, replacements and extensions
thereof.
(b) Although it is the intent of the parties that no further
instrument of subordination shall be necessary to effect the foregoing and that
the provisions for subordination be self-operative, TENANT agrees that it will,
upon demand, execute and deliver such instruments to effect more fully such
subordinations of this Lease to the lien of any mortgagee or proposed mortgagee,
subject to the TENANT'S receipt of a nondisturbance agreement from such
mortgagee or proposed mortgagee.
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22. FOUNDATION shall have the right to enter the Premises at all
reasonable business hours and upon reasonable advance notice to tenant, except
in case of emergency, for the purpose of-
(a) inspecting the same
(b) making any repairs to the Premises and performing any work
that may be required to be performed by FOUNDATION under the Lease or that may
be necessary by reasons of TENANT'S default under the terms of this Lease
continuing beyond any applicable period of notice and opportunity to cure
(c) exhibiting the Premises for the purpose of sale, ground
leaseor mortgage, or
(d) exhibiting the Premises to prospective tenants.
23. TENANT, subject to the terms and provisions of this Lease on
payment of the rent and observing, keeping and performing all of the terms and
provisions of this Lease on its part to be observed, kept and performed shall
lawfully peaceably and quietly have, hold and enjoy the Premises during the term
hereof on and after the commencement date of this Lease without hindrance or
ejection by any persons lawfully claiming under FOUNDATION.
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IN WITNESS WHEREOF, the parties hereto have executed this
agreement the day and year first above written.
UNIVERSITY AT ALBANY ALBANY MOLECULAR
FOUNDATION RESEARCH, INC.
Xxxx Xxxx Xxxxx X. Xxxxxx
Executive Director Chief Financial Officer
------------------------------- --------------------------------
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APPENDIX A
Worker's Compensation and )
) Statutory Limits
New York State Disability )
Comprehensive General Liability, )
with Broad Form Endorsement ) $3,000,000.00
Automobile ) $1,000,000.00
Professional Liability Insurance, )
where appropriate ) NA
Excess Insurance Coverage ) $1,000,000.00
00
XXXXXXXX X
ALBANY MOLECULAR RESEARCH PAYMENT AND AMORTIZATION SCHEDULE
CURRENT AMORTIZATION SCHEDULE
PROJECT Period Amount End Date
C-406-407 three years $9,505/yr 3/1/01
C-209/210 three years $5,250/yr 6/1/01
C-408 three years $10,983/yr 6/1/01
C-416 three years $5,394/yr 6/1/02
C-413 three years $4,652/yr 6/1/02
FUTURE AMORTIZATION SCHEDULE (ESTIMATES)
C-207/208 ten years $3,645/yr 12/1/09
C-302 ten years $844/yr 12/1/09
C102/C104 ten years $18,500/yr 5/1/10
Third Floor ten years $30,000/yr 3/1/11
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APPENDIX C
ALBANY MOLECULAR RESEARCH SPACE ANALYSIS - C WING
SQUARE MONTHLY DATE
FLOOR/ROOM TYPE OF SPACE FOOTAGE RENT AMORTIZATION NET RENT RENT OCCUPIED
-------------------------------------------------------------------------------------------------------------------------------
C-120/121 solvent storage 3,000 3,000 250 6/1/96
C-202/204 laboratory 2,250 34,200 34,200 2,850 6/1/96
C-401/402 laboratory 2,670 40,584 40,584 3,382 1/1/98
C-411 laboratory 540 10,476 10,476 873 1/1/98
C-406/407 laboratory 1,050 15,960 (9,505) 6,455 538 4/1/98
C-407A office 510 4,896 4,896 408 4/1/98
C-412 office 540 5,184 5,184 432 4/1/98
C-209/210 laboratory 1,920 29,184 (5,250) 23,934 1,995 7/1/98
C-211/214 laboratory 2,130 32,376 32,376 2,698 7/1/98
C-408/408A laboratory 1,050 15,960 (10,983) 4,977 415 7/1/98
C-410 office 510 4,896 4,896 408 7/1/98
C-104 rent phased out 6/1/00 540 3,564 3,564 297 7/1/98
C-413/414 laboratory 1,035 15,732 (4,652) 11,080 923 6/1/99
C-415/416 laboratory 1,000 15,200 (5,394) 9,806 817 6/1/99
C-208A/B office 490 4,704 4,704 392 7/1/99
C-108 support 1,030 5,150 5,150 429 10/1/99
C-109 office 655 6,288 6,288 524 10/1/99
C-302 office 630 6,048 (844) 5,204 434 10/1/99
C217/218 office 1,008 9,677 9,677 806 11/1/99
Receiving support 154 770 770 64 12/1/99
C-207/208 laboratory 1,080 16,416 (3,645) 12,771 1,064 12/1/99
Secure Storage Vault 6,500 6,500 542 1/1/00
-----------------------------------------------------------
RENT 1/1/00 286,765 (40,273) 246,492 20,541
-----------------------------------------------------------
C-303/304 support 540 2,700 2,700 225 3/1/00
C-304/306 laboratory 1,560 23,712 (30,000) (6,288) (524) 3/1/00
C-306A/B office 342 3,283 3,283 274 3/1/00
C-307/308 laboratory 1,008 15,322 15,322 1,277 3/1/00
C-308A/B/C office 490 4,704 4,704 392 3/1/00
C-309A/B office 540 5,184 5,184 432 3/1/00
C309/310 laboratory 1,080 16,416 16,416 1,368 3/1/00
C311/312 laboratory 1,080 16,416 16,416 1,368 3/1/00
C-313/314 laboratory 1,080 16,416 16,416 1,368 3/1/00
C-314/315A office 540 5,184 5,184 432 3/1/00
C-315/316 laboratory 1,050 15,960 15,960 1,330 3/1/00
-----------------------------------------------------------
RENT 3/1/00 412,062 (70,273) 341,789 28,482
-----------------------------------------------------------
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SQUARE MONTHLY DATE
FLOOR/ROOM TYPE OF SPACE FOOTAGE RENT AMORTIZATION NET RENT RENT OCCUPIED
-------------------------------------------------------------------------------------------------------------------------------
C-102/104 laboratory 2,190 33,288 (18,500) 11,224 935 6/1/00
C104 included in new 102/104 -540 (3,564) (3,564) (297)
-----------------------------------------------------------
RENT 6/1/00 31,752 441,786 (88,773) 359,013 29,918
-----------------------------------------------------------
Notes: 1. laboratory space rents at $15.20 per square foot
2. office space rents at $9.60 per square foot
3. support space rents at $5.00 per square foot
4. Amortization amounts to be adjusted to actual costs where estimated
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