Exhibit 10.1.10
OFFICE LEASE
AGREEMENT
[2985 BUILDING]
THIS OFFICE LEASE
AGREEMENT [2985 BUILDING] (this “Agreement” ),
is made and entered into as of the 26th day of January 2007
(the “Effective Date” ), by and between
BUSINESS PARK INVESTORS GROUP, LLC, a Delaware limited
liability company, successor-in-interest to AP-Southeast Realty LP,
successor by name change to Crocker Realty Trust, L.P., which, in
turn, is successor-in—interest to Connecticut General Life
Insurance Company ( “Landlord” ) and IMMUCOR,
INC., a Georgia corporation ( “Tenant”
).
W I T N E S S E T H
:
WHEREAS , Tenant
and Landlord entered into that certain Office Lease Agreement,
dated as of February 2, 1996, as amended by that certain First
Amendment to Lease Agreement dated as of March 8, 1998, as amended
by that certain Second Amendment to Lease Agreement dated as of
August 18, 1998, as amended by that certain Third Amendment to
Lease Agreement dated as of August 19, 1999, as amended by that
certain Fourth Amendment to Lease Agreement dated as of August 8,
2002, as amended by that certain Amended and Restated Fifth
Amendment to Lease Agreement dated as of January 18, 2005, and as
further amended by that certain Sixth Amendment to Lease Agreement
dated as of March 31, 2006 (as so amended, the “Base
Lease” ) with respect to the therein described space (the
“Existing Premises” ) located as more
particularly described in the Lease in the buildings known as 2975
Gateway Drive, Norcross, Georgia, 2990 Gateway Drive, Norcross,
Georgia, 3130 Gateway Drive, Norcross, Georgia, 3150 Gateway Drive,
Norcross, Georgia, and 7000 Peachtree Industrial Boulevard,
Norcross, Georgia (individually and collectively, the
“Building” ) located in that certain office park
known as Colony Center Business Park (the “Building
Project” ); and
WHEREAS , Landlord
and Tenant entered into that certain Amended and Restated Office
Lease Agreement dated January 26 , 2007, for the sole
purpose of partitioning the Base Lease by individual Building on a
stand alone basis (the “Amended and Restated
Lease” ) as more particularly described and set forth
therein; and
WHEREAS , pursuant
to the terms and conditions set forth in the Amended and Restated
Lease, any expansion by Tenant to another building in the Building
Park not then covered by the Base Lease would be treated as Stand
Alone Lease (as defined therein) for the building in question;
and
WHEREAS, Tenant and
Tenant desire to enter into a Stand Alone Lease for certain
premises in the building known as 2985 Gateway Drive, Norcross,
Georgia (the “2985 Building” ) into which Tenant
desires to expand, subject to and in accordance with the terms and
conditions set forth in this Agreement.
1
NOW, THEREFORE , in
consideration of the foregoing and the mutual promises and
covenants contained herein, and for other good and valuable
consideration the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:
1.
Stand Alone Lease . This
Agreement shall be deemed to be a Stand Alone Lease for all space
leased by Tenant hereunder in the 2985 Building, on the terms and
conditions set forth in the Amended and Restated Lease as
applicable to a Stand Alone Lease.
2.
Expansion Space . Effective
on August 1, 2007 (the “Expansion Effective
Date” ), Landlord does hereby lease, demise and let unto
Tenant, and Tenant hereby accepts, subject to the terms of the
Amended and Restated Lease as further modified and amended herein,
19,731 rentable square feet of space known as Suite 300, and 12,448
rentable square feet of space known as Suite 200, of the 2985
Building, for a total of 32,179 rentable square feet in the
aggregate, as more particularly shown cross-hatched on Exhibit
A attached hereto and made a part hereof (the
“Expansion Space” ). Following the
addition of the Expansion Space and thereafter during the Expansion
Term (as hereafter defined), the Expansion Space shall constitute
the Premises under the Lease. The number of rentable square
feet in the Expansion Space includes an add-on factor for common
areas in the 2985 Building and has been agreed upon by the parties
as final and correct and not subject to challenge or dispute by
either party.
2.
Expansion Term . The
demised term with respect to the Expansion Space (
“Expansion Term” ) shall commence on the
Expansion Effective Date and shall continue through June 30, 2016,
coterminous with the expiration of the demised term for the
Existing Premises. If such existing tenant or occupant of Suite 200
holds over, and Landlord is delayed, using good faith efforts in
Landlord’s discretion in acquiring possession of Suite 200
prior to August 1, 2007, or if Landlord is unable to tender
possession of Suite 200 to Tenant on the specified date due to any
other reason beyond the control of Landlord, Landlord shall not be
in default hereunder nor in any way be liable to Tenant because of
such delay, and Tenant agrees to accept possession of Suite 200 at
such time as Landlord is able to tender the same. In such event,
the commencement of the Lease Term with respect to Suite 200 shall
be postponed on a day for day basis. The deferment of installments
of Base Rent shall be Tenant’s exclusive remedy for
postponement of the Commencement Date, and Tenant shall have no,
and waives any, claim against Landlord because of any such delay.
For purposes hereof, Landlord’s “good faith
efforts” shall not include bringing legal action to compel
such tenant to surrender the premises.
3.
Base Rent
A.
Except as set forth herein, commencing on the Expansion Effective
Date, all obligations for Common Area Costs, Real Estate Taxes,
Landlord’s Insurance Costs and all other charges applicable
to the Existing Premises during the Lease Term
2
shall be applicable to
the Expansion Space during the Expansion Term calculated at the
same rates, amounts, and escalations.
B.
Anything to the contrary in the foregoing notwithstanding, Base
Rent for the Premises shall be in accordance with the
following:
|
Time Period
|
|
Base Rent Per Rentable
Square Foot Per Annum
|
|
Monthly Base Rent
|
|
|
08/1/2007-11/30/2007
|
|
|
$
|
7.49
|
|
$
|
20,085.06
|
|
|
12/1/2007-11/30/2008
|
|
|
$
|
6.52
|
|
$
|
17,483.92
|
|
|
12/1/2008-11/30/2009
|
|
|
$
|
6.76
|
|
$
|
18,127.50
|
|
|
12/1/2009-11/30/2010
|
|
|
$
|
7.01
|
|
$
|
18,797.90
|
|
|
12/1/2010-11/30/2011
|
|
|
$
|
7.28
|
|
$
|
19,521.93
|
|
|
12/1/2011-11/30/2012
|
|
|
$
|
9.22
|
|
$
|
24,724.20
|
|
|
12/1/2012-11/30/2013
|
|
|
$
|
9.50
|
|
$
|
25,475.04
|
|
|
12/1/2013-11/30/2014
|
|
|
$
|
9.79
|
|
$
|
26,252.70
|
|
|
12/1/2014-11/30/2015
|
|
|
$
|
10.08
|
|
$
|
27,030.36
|
|
|
12/1/2015-06/30/2016
|
|
|
$
|
10.38
|
|
$
|
27,834.84
|
|
4.
Condition of Expansion
Space .
A.
Except as expressly set forth in Section 4(B) below or in the
Office Upfit Agreement attached hereto as Exhibit B and by
this reference made a part hereof, (i) the Expansion Space shall be
delivered to Tenant by Landlord “AS IS, WHERE IS AND WITH ALL
FAULTS” and (ii) Landlord is not obligated to perform any
tenant improvements therein or to provide any tenant improvement
allowances with respect thereto.
B.
Notwithstanding the foregoing, Landlord represents and warrants
that as of the Expansion Effective Date: (i) the basic plumbing,
heating, ventilating, air conditioning, sprinkler and electrical
systems and any conduits or connections thereto or distribution
systems thereof serving the Expansion Space shall be in good
working order and condition; and (ii) the Expansion Space is in
compliance with all statutes, codes, ordinances, rules, regulations
and laws of all local, state and federal authorities having
jurisdiction over the Expansion Space and the Building including,
without limitation, to the best of Landlord’s knowledge, all
environmental laws and regulations; provided, however, Landlord
shall not be obligated to make an alterations or improvements to
the Expansion Space to cure any non-compliance caused (a) by
Tenant’s specific use of the Expansion Space or (b) by any
loss of any legal non-compliant or “grandfathered”
status of the Expansion Space. In all other cases, Landlord,
at Landlord’s sole cost (and without reimbursement by Tenant)
shall be responsible for correcting any failure of the Expansion
Space to be in compliance with current laws, codes, regulations and
ordinances. In addition, Tenant shall not be required to pay
any Base Rent, Tenant’s Share of Common Area Costs or any
other sum with respect to the Expansion Space during any such time
as the Expansion Space fails to comply with the terms of this
Section 4(B) or is not free of all tenancies.
3
5.
Access to Expansion Space
. Following the Effective Date, Landlord agrees to allow
Tenant and the approved contractors of Tenant access to the
Expansion Space for the purpose of performing the Tenant
Improvement Work (as defined in Exhibit B attached
hereto). Such right of access shall be subject to all of the
terms, covenants and conditions of the Lease, except that no Base
Rent nor Tenant’s Share of Common Area Costs shall accrue
with respect to the Expansion Space prior to the Expansion
Effective Date.
6.
Must Take Expansion Space
.
A.
Effective as of June 1, 2009 (the “Must Take Expansion
Space Effective Date” ), Tenant must take and lease from
Landlord in addition to the Expansion Space certain premises in the
2985 Building adjacent to and contiguous with the Expansion Space,
comprised of 7,560 rentable square feet of space known as Suite
100, and 5,140 rentable square feet of space known as Suite 150,
for a total of 12,700 rentable square feet in the aggregate
(collectively the “Must Take Expansion Space”
).
B.
The Lease Term with respect to the Must Take Expansion Space shall
commence on the Must Take Expansion Space Effective Date and shall
expire on June 30, 2016, so as to be coterminous with the Expansion
Term. If the Must Take Expansion Space becomes available prior to
the Must Take Expansion Space Effective Date, and Tenant takes
possession and occupancy thereof, all terms and provisions of the
Lease shall apply to such occupancy provided that Tenant shall not
be obligated to commence paying Base Rent or any other sum until
the Must Take Expansion Space Effective Date.
C.
Landlord shall lease the Must Take Expansion Space to Tenant, and
Tenant shall accept and lease the Must Take Expansion Space from
Landlord, effective as of the Must Take Expansion Space Effective
Date, in accordance with the same representations, warranties,
duties and obligations of Landlord and Tenant applicable to the
Expansion Space hereunder which shall, except as otherwise provided
herein, apply equally to the Must Take Expansion Space. Without
limiting the generality of the foregoing, commencing on the Must
Take Expansion Space Effective Date, all obligations for Base Rent,
Common Area Costs, Real Estate Taxes, Landlord’s Insurance
Costs and all other charges applicable to the Expansion Space
during the remainder of the Expansion Term shall be applicable to
the Must Take Expansion Space calculated at the same rates,
amounts, and escalations.
D.
Landlord shall provide Tenant with a Tenant Improvement Allowance
equal to Eighty-Six Thousand Three Hundred Sixty and 00/100 Dollars
($86,360.00) for the Must Take Expansion Space. Tenant shall
complete the build out of all alterations and improvements to the
Must Take Expansions Space in accordance with the terms and
conditions set forth in the Office Upfit Agreement attached hereto
as Exhibit B .
4
E.
The same warranties and representations made by Landlord with
respect to the Expansion Space pursuant to Paragraph 4.A and 4.B
above shall be applicable to the Must Take Expansion Space