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Exhibit
10.248
FOURTH LEASE AMENDMENT TO
LEASE AGREEMENT
THIS FOURTH AMENDMENT TO
LEASE AGREEMENT (hereinafter referred to as the “
Amendment”) is made as of the
day of
2005, by and between DUKE REALTY LIMITED PARTNERSHIP , an
Indiana limited partnership doing business in North Carolina as
Duke Realty of Indiana Limited Partnership, successor by merger to
Weeks Realty, L.P. (hereinafter referred to as
“Landlord”) and PPD DEVELOPMENT LP, a Texas
limited partnership and successor in interest to PPD Development,
Inc. (hereinafter referred to as “Tenant”).
WITNESSETH:
WHEREAS, pursuant to a Lease
Agreement dated June 26, 1998 by and between Landlord and
Tenant, as amended by that certain First Lease Amendment to Lease
Agreement dated October 28, 1998, and as amended by that
certain Second Amendment to Lease Agreement dated October 1,
2002, and as further amended by that certain Third Lease Amendment
to Lease Agreement dated September 22, 2003 (the Lease
Agreement, and all amendments thereto shall be referred to herein
collectively as the “ Lease”), Landlord
leased to Tenant certain premises consisting of approximately
79,062 rentable square feet (the “ Original
Premises”) in a building located on certain land (the
“ Land”) which had been provided the address
of 4023 Paramount Parkway, but is now known as 3900 South Paramount
Parkway, Morrisville, Wake County, North Carolina 27560, all as
more particularly described in the Lease; and
WHEREAS, the parties hereto
desire to amend the Lease, among other things, to expand the
Premises by approximately 4,657 rentable square feet in Suite 150
of the Building (the “150 Additional Space”) and
provide for an additional tenant improvement allowance ;
and
NOW, THEREFORE, for and in
consideration of Ten Dollars ($10.00) paid by Landlord and Tenant
to one another, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged by
Landlord and Tenant, Landlord and Tenant amend the Agreement as
follows:
1. Premises and
Term.
(a) Premises.
Effective September 1, 2005 (the “ Expansion
Date”), subparagraph (a) of Article 1 of the Lease is
hereby amended to provide that Tenant shall lease the Original
Premises and the 150 Additional Space which together shall consist
of 83,719 rentable square feet of space and which space shall
hereinafter collectively be referred to as the
“Premises”.
(b) Term. Subparagraph
(a) of Article 1 of the Lease is hereby modified to reflect
that the term of the 150 Additional Space shall commence on the
Expansion Date, and shall expire on November 8, 2013 (the
“ Expansion Term”) which shall be
coterminous with the existing Lease Term.
2. Base Rent, Operating
Expenses and Security Deposit.
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(a) |
Base Rent. Effective on the Expansion Date, the first
paragraph of paragraph 2 (a) of the Lease is amended by adding
the following: |
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“(a) |
Base Rent, Additional Rent and operating expenses for the
Original Premises shall continue to be due and payable as provided
in the Lease. Base Rent for the Original Premises shall continue to
be subject to increases as provided in the Lease. Tenant shall pay
to Landlord the Base Rent for the 150 Additional Space as
follows: |
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| 09/01/2005 - 11/15/2005 |
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$
0.00 per month (1) |
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| 11/16/2005 - 11/08/2006 |
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$7,334.78 per month |
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$88,017.36 per year |
| 11/09/2006 - 11/08/2007 |
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$7,493.89 per month |
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$89,926.68 per year |
| 11/09/2007 - 11/08/2008 |
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$7,660.77 per month |
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$91,929.24 per year |
| (1) |
represents 2.5 months |
On November 8, 2008,
Tenant’s Base Rent for the entire Premises shall be adjusted
to the then current Market Rent (as defined in the Lease) and
taking into account the readjustment of the operating expenses as
set out in Paragraph 2(b) of the Second Amendment; provided,
however, that in no event shall the Base Rent per square foot, as
adjusted, be less than Tenant’s then current
rent.”
(b) Operating
Expenses. Tenant shall not be charged Operating Expenses on the
150 Additional Space for the period beginning September 1,
2005 through and including November 15, 2005; provided,
however, that if any such expenses were incurred solely as a result
of Tenant’s occupancy, then Tenant shall be responsible for
such particular Operating Expenses. Effective on November 15,
2005, Tenant’s proportionate share of taxes and operating
expenses shall be 70.3% and shall be calculated consistently with
the provision of paragraph 2(b)(ii) of the Lease.
3. 150 Additional Space
Improvements.
(a) Landlord shall provide
Tenant with a tenant improvement allowance for the construction of
the tenant improvements to the 150 Additional Space in the amount
of Twelve and 00/100 Dollars ($12.00) per rentable square foot of
the 150 Additional Space (the “150 Additional Space
Improvement Allowance”). The 150 Additional Space Improvement
Allowance shall be applied toward construction, engineering,
professional, telecommunication, design, project management, plan
review, permits, architecture, voice and data cabling and other
costs and expenses associated with the 150 Additional Space
Improvements (as hereinafter defined) to the 150 Additional Space
and shall be paid by Landlord upon the receipt of proper
documentation from Tenant that such work has been done. Landlord
shall be responsible for the payment of all costs and expense
associated with improvements to the 150 Additional Space up to the
150 Additional Space Improvement Allowance. Any cost or expense
incurred by Landlord and approved by Tenant in connection with the
150 Additional Space Improvements to the 150 Additional Space in
excess of the 150 Additional Space Improvement Allowance (the
“Excess”) shall be borne by Tenant and shall be paid by
Tenant to Landlord within thirty (30) days of Tenant’s
receipt of an invoice from Landlord providing sufficient detail and
documentation for such costs and expenses. Failure by Tenant to pay
any portion of the Excess as aforesaid is an event of default
hereunder. If the tenant has not used the 150 Additional Space
Improvement Allowance within the first year of the Effective Date
or the 150 Additional Space Improvement Allowance exceeds the Cost
Statement (as hereinafter defined) (taking into account any
increases or decreases resulting from any Change Orders), such
savings shall be the property of Tenant.
(b) Following the date of
this Amendment, Tenant will work with a space planner to develop a
space plan for the 150 Additional Space that is reasonably
acceptable to Landlord (the “ Space Plan”).
Within thirty (30) days after Landlord’s receipt of the
Space Plan, Tenant shall prepare and submit to Landlord a set of
plans and specifications and/or construction drawings (the
“Plans and Specifications”) prepared by an architect
reasonably acceptable to Landlord covering all work to be performed
by Landlord in constructing the leasehold improvements to the 150
Additional Space in accordance with the Space Plan (the
“ 150 Additional Space Improvements”).
Landlord shall participate in the design meetings with
Tenant’s architect to maintain Landlord’s building
standard and to provide preconstruction cost estimating. Landlord
shall have ten (10) days after receipt of the Plans and
Specifications in which to review the Plans and Specifications and
to give Tenant written notice of Landlord’s approval of the
Plans and Specifications or its requested changes to the Plans and
Specifications. Tenant shall have no right to request any leasehold
improvements or any changes to the Plans and Specifications that
would materially alter the 150 Additional Space, the exterior
appearance or basic nature of the Building, or the Building
systems. If Landlord fails to approve or request changes to the
Plans and Specifications within ten (10) days after its
receipt of the Plans and Specifications, then Landlord shall be
deemed to have approved the Plans and Specifications and the same
shall thereupon be final. If Landlord requests any changes to the
Plans and Specifications, Tenant shall make those changes which are
reasonably requested by Landlord and shall within ten
(10) business days of its receipt of such request submit the
revised portion of the Plans and Specifications to Landlord.
Landlord may not thereafter disapprove the revised portions of the
Plans and Specifications unless Tenant has unreasonably failed to
incorporate reasonable comments of Landlord and, subject to the
foregoing, the Plans and Specifications, as modified by said
revisions, shall be deemed to be final upon the submission of said
revisions to Landlord. Landlord shall at all times in its review of
the Plans and Specifications, and of any revisions thereto, act
reasonably and in good faith. Landlord agrees to confirm
Landlord’s consent to the Plans and Specifications in writing
within three (3) business days following Tenant’s
written request therefor.
(c) Following
Landlord’s approval (or deemed approval) of the Plans and
Specifications, Landlord shall solicit competitive bids from at
least three (3) subcontractors for each major trade. Landlord
shall provide Tenant with Landlord’s form for prequalifying
subcontractors, attached hereto as Exhibit A and
incorporated herein, and its current list of approved
subcontractors for each major trade, attached hereto as Exhibit
B and incorporated herein. Tenant shall have the right to
provide Landlord with a proposed subcontractor for each major trade
which may or may not be on Landlord’s approved list, and
provided such subcontractor meets with Landlord’s reasonable
approval, such subcontractor shall have the right to enter a bid.
Landlord shall also obtain a description of the base warranty and
any extended warranty terms relating to any equipment, machinery,
trade fixtures or other personal property to be installed in
connection with the 150 Additional Space Improvements. Landlord and
Tenant shall review the bids and warranties, if applicable, jointly
and Tenant shall select one subcontractor for each item bid.
Promptly foll
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