Back to top

LEASE

Lease Agreement

LEASE | Document Parties: WESTERN CENTER PROPERTIES INC.  | PPD DEVELOPMENT, LLC  | PHARMACEUTICAL PRODUCT DEVELOPMENT INC You are currently viewing:
This Lease Agreement involves

WESTERN CENTER PROPERTIES INC. | PPD DEVELOPMENT, LLC | PHARMACEUTICAL PRODUCT DEVELOPMENT INC

. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here.
Title: LEASE
Governing Law: Wisconsin     Date: 11/8/2005
Industry: Biotechnology and Drugs     Sector: Healthcare

LEASE, Parties: western center properties inc.  , ppd development  llc  , pharmaceutical product development inc
50 of the Top 250 law firms use our Products every day

Exhibit 10.221

 

LEASE

 

BY AND BETWEEN

 

WESTERN CENTER PROPERTIES INC.

 

AND

 

PPD DEVELOPMENT, LLC

 

1


ARTICLE 1

TERMS

 

1.1 Date of Lease : April 30th, 2001

 

1.2 Landlord : Western Center Properties Inc., a Wisconsin corporation.

 

1.3 Landlord’s Address : 8401 Greenway Blvd., Middleton, WI 53562.

 

1.4 Tenant : PPD Development, LLC, successor in interest by Conversion from PPD Development, Inc.

 

1.5 Tenant’s Address : 3151 South 17 th Street, Wilmington, NC 28412

 

1.6 Premises Address : 8551 Research Way, Middleton, WI 53562.

 

1.7 Length of Original Lease Term : Ten (10) years and Seven (7) months. As used herein the term “lease year” shall mean a period of twelve (12) consecutive months. The initial lease year shall commence on the Commencement Date as stated below. Each subsequent lease year shall commence on an annual anniversary of the First Day.

 

1.8 Commencement Date : The initial term of this Lease (“Term”) shall commence on May 1, 2001.

 

1.9 Termination Date : This lease shall terminate on November 30, 2011.

 

1.10 Rent : The initial annual rent hereunder shall be Nine dollars and seventy cents ($9.70) per square foot or One hundred thirty-nine thousand seven hundred sixty-seven dollars and thirty cents ($139,767.30) annually which sum shall be payable in equal consecutive monthly installments of Eleven thousand six hundred forty-seven dollars and twenty-seven cents ($11,647.27).

 

1.11 Increases in Rent . On each annual anniversary of the Commencement Date, the rent shall be adjusted upward by three percent (3%) per annum.

 

1.12 Rent Commencement : Landlord agrees that payment of rent shall commence on August 1, 2001.

 

2


ARTICLE 2

CONSTRUCTION

 

2.1 Premises : Tenant shall occupy within the Building the area designated on the floor plan attached hereto as Exhibit “A” consisting of approximately 14,409 square feet (the “Premises”), together with a non-exclusive right, subject to the provisions hereof, to use all appurtenances thereunto, including but not limited to, any area and facilities designated by Landlord for use in common by any other tenants of the Building. Phase IV of the Greenway Research Center has on a non-reserved basis approximately 5.4 parking stalls per 1,000 square feet of usable space which should provide adequate Parking for employees and guests.

 

2.2 Delivery Date : The premises are currently ready to begin Tenant Improvements. Tenant shall occupy the premises as soon as the Tenant Improvements have been Completed

 

2.3 Tenant Interior Finish : Tenant shall have the right to upfit the space to meet Tenant’s needs, including but not limited to interior Walls, electrical, HVAC systems, plumbing, etc. Tenant must comply with all applicable laws, codes, regulations, and A.D.A., as provided in sections 8.2, 8.3, and 8.4. Landlord reserves the right to approve all contractors, plans, specifications, and all work done. Landlord shall construct shell building only . Space shall be turned over to the Tenant for Tenant completion, which includes Tenant construction of mechanicals and finishes from a shell condition per plans and specifications of Gary Brink & Associates.

 

2.4 Tenant Improvement Allowance : Landlord will provide Tenant with a tenant improvement allowance equal to seven dollars ($7.00) per square foot, totaling One hundred thousand eight hundred sixty-three dollars ($100,863.00). Tenant will retain a qualified general contractor whose general conditions, profit and overhead are competitive with current marketplace for the construction of Tenant’s premises. Tenant will provide to Landlord copies of all construction contracts, building permits, and as built architectural drawings. The Tenant Improvement allowance shall be paid to Tenant upon receipt of final lien waivers and after inspection.

 

ARTICLE 3

GRANT AND TERM

 

3.1 Premises : In consideration of the rents, terms, covenants and agreements to be performed and observed by Tenant, as hereinafter set forth, Landlord rents to Tenant and Tenant rents from Landlord, the Premises together with all rights and appurtenances belonging to or appertaining thereto and all improvements flow or hereafter located thereon.

 

3.2 Lease Term : The term of this Lease shall be for the term of lease years set forth in Section 1.7. The term shall commence on the Commencement Date. The original term shall end at 12:00 a.m. midnight on the Termination Date unless otherwise terminated earlier hereunder.

 

3.3 Surrender of Premises : At the expiration or any termination of this lease, including any

 

3


applicable Renewal Period, Tenant shall, without notice or demand, surrender the Premises, reasonable wear and tear and damage by the elements excepted, and shall surrender all keys to Landlord. Subject to the provisions of Article 5 hereof, all alterations, additions and improvements constructed by or on behalf of Tenant on the Premises and all fixtures shall, upon the expiration or termination of this lease, become the property of Landlord provided that Tenant shall have the right, with respect to any specialty equipment which can be removed, to remove the same, no matter how installed in the Premises, so long as Tenant repairs any damage caused by its removal.

 

ARTICLE 4

RENT

 

4.1 Rent : During the term of this Lease, Tenant covenants and agrees to pay to Landlord, in advance, on the first day of each month at Landlord’s address, without demand thereof, one-twelfth (1/12th) of the annual rental determined in accordance with Section 1.10 above (the “Monthly Rent”), as adjusted pursuant to the terms of Section 1.11.

 

4.2 Late Charge : Tenant agrees to pay Landlord a late charge of $150.00 on each monthly rental received after the tenth of the month plus 18% Percent annual interest on any outstanding balances.

 

4.3 Net Basis : Tenant shall pay its pro-rate share of all non-structural costs, utility expenses, repairs and maintenance expenses, special assessments, real estate taxes, building insurance, sales or other taxes (including sales taxes that may be imposed on the payment of rent), expenses and obligations of any kind relating to the Premises, excepting payments required with respect to Landlord’s financing, which may arise or become due during the term of the Lease. Tenant herein indemnifies and holds Landlord harmless against such costs, special assessments (as provided in section 7.2), real estate taxes, sales or other taxes (other than those based upon income), expenses and obligations, including its reasonable attorney’s fees, in enforcing this indemnification.

 

4.4 Common Area Expenses : Tenant shall also pay its prorated share (as defined in Section 4.5) of all Common area utilities, special assessments, real estate taxes, building insurance, sales or other taxes (including sales taxes that may be imposed on the payment of rent), repairs and maintenance costs (including landscape maintenance costs), management fees ( provided that management fees not be in excess of reasonable and customary amounts), and water and sewer charges. Landlord will bill Tenant for common area expenses monthly.

 

4.5 Proration : Tenant’s “prorated share” of the Building is seven point seven percent (7.7%, 14,409 square feet divided by 187,061 gross square feet of the Building). In the event that the Building is expanded, a new prorated percentage shall be calculated by dividing the total square footage of Tenant’s Premises by the gross square footage of the Building at the time.

 

4


ARTICLE 5

ALTERATIONS

 

5.1 Alterations, Improvements and Changes : Tenant, at its own expense, shall have the right to (the following hereinafter referred to as “Alterations” or singularly, as an “Alteration”): alter and/or improve any improvement hereafter constructed on the Premises; construct other improvements on the Premises; and make such construction, alterations, changes and improvements to any such building and/or other improvements as Tenant may deem necessary. Any Alterations which involve the structural components of the Premises, its mechanical/electrical/heating, ventilating and air conditioning systems, or involve an expenditure of more than ten thousand dollars ($10,000.00) for a specific Alteration shall be undertaken only after Landlord has, in writing, consented to such Alteration, which consent shall not be unreasonably withheld. In all events, and notwithstanding the foregoing painting, decorating, carpet replacement and substantially similar cosmetic Alterations shall not require the consent of Landlord. All Alterations shall be in full compliance with all deed restrictions and covenants, laws, ordinances, rules and regulations which may govern the same. Tenant shall hold Landlord harmless against any loss or damage by reason of Tenant’s actions taken in accordance with this Section 5.1. During the term of this Lease, Tenant agrees to hold Landlord harmless from any and all liens that might attach to the Premises on account of labor performed or material furnished to the Premises at the direction of Tenant, and agrees to pay or discharge any such liens within thirty (30) days. Tenant shall not permit any construction and/or mechanics liens to attach to the leased premises as a result of any such work. Tenant shall promptly cause any claim for such lien to be paid and released or Tenant shall be deemed in default of this Lease. In the event Tenant desires to contest any such lien, Tenant agrees to provide security to Landlord in a form and amount determined by Landlord in its sole discretion pending release of any disputed lien. Tenant shall provide Landlord with a list of all contractors and subcontractors who will work on the improvement. Tenant will require the general contractor and any Subcontractors to provide Landlord with copies of any notices relating to an intention to file a claim for lien as well as copies of any actual Claims for Lien. Landlord hereby subordinates any statutory or common law lien it may have on Tenant’s personal property and Tenant’s fixtures located on the Premises to any purchase money lien or other indebtedness of or security interest granted by Tenant (subject to the limitation provided below) on any property, fixtures and special business/office equipment located on the Premises or owned by a third party who reserves the right of removal under agreement with Tenant; provided that any removal shall be undertaken so as not to damage the Premises. Upon removal of any fixtures or equipment by the Tenant or any third party, the Premises shall be restored, reasonable wear and tear excepted. Landlord shall from time to time execute any documents necessary to give effect to such subordination or waiver of liens, which subordination or waiver shall obligate the third party (including a creditor of Tenant who claims, or intends to claim, a security interest in such personal property or fixtures) to restore the condition of Premises as described above upon rightful removal of such personal property or fixtures. Tenant agrees it is not Landlord’s agent in arranging or contracting for any work to be done or in connection with the Premises.

 

5.2 Fixtures and Equipment : Tenant shall, at its own expense furnish and install such additional business and trade fixtures and signs in and on the Premises as may be necessary or desirable for Tenant’s business (Tenant’s signage shall be subject to the provisions of Section

 

5


16.1). Such additional fixtures and signs shall remain the personal property of Tenant and shall be removed by Tenant at the expiration or termination of this Lease. Upon removal of such fixtures and signs, Tenant shall restore the Premises to its condition at the beginning of this lease, reasonable wear and tear excepted.

 

ARTICLE 6

MAINTENANCE, REPAIRS AND DESTRUCTION

 

6.1 No Warranties by Landlord : The parties acknowledge that Tenant will have, prior to the date of occupancy, a reasonable opportunity to inspect the Premises, will have in fact done so, and will be familiar with its physical condition. Tenant has independently made such other and further inquiries as it deems necessary or desirable to assure itself of the suitability of the Premises for Tenant’s intended use. Landlord does not warranty, either expressed or implied, that the Premises are suitable for the Tenant’s use. Landlord does warranty the building shell, as it exists on the date of lease execution, for a period of one year to be free from any defects in materials and workmanship. As of the Commencement Date, Landlord warrants and represents that the Building and Related Improvements, as well as the Premises to the extent of Landlord’s construction and to the extent finished by Tenant in accordance with plans approved by Landlord will comply with the Americans with Disabilities Act of 1990 (“ADA”), and with applicable federal, state or local laws, rules, regulations, or ordinances concerning the Premises (including such laws, rules, regulations or ordinances that pertain to environmental matters) and that all construction by Landlord will be done in a good and workmanlike manner, free of defects, in substantial compliance with government approved plans and specifications and that all Building Systems will be in good operating condition. Landlord further agrees that, notwithstanding the limitations in this Section, Landlord shall obtain the agreement from contractors constructing the Building and Related Improvements that Tenant may exercise any rights which Landlord may have under warranties given by such contractors in connection with Building and Related Improvements. Notwithstanding any other provisions herein, throughout the Lease term, Landlord shall maintain, repair and replace at its sole cost and expense any part of the Building, Related Improvements, and shared Building systems, equipment and fixtures constructed or installed by Landlord.

 

6.2 Maintenance and Repair :

 

(a)Tenant shall, at its own cost and expense, keep, maintain and repair the Premises, all non-shared heating, air-conditioning, electrical, ventilating and plumbing equipment therein, and all appurtenances thereto and shall repair, restore or replace (at the election of Tenant exercising reasonable discretion) any such improvements which may become inoperable or be destroyed or damaged by fire, casualty or any other cause. An annual service contract shall be entered into with a reputable firm to inspect and service HVAC equipment as necessary Tenant is obligated to enter into the said service contract within a reasonable period of time, from the date of occupancy and provide Landlord with a copy of said contract and copies of the yearly maintenance performed.

 

(b)Tenant shall also pay its prorated share (as determined in Section 4.5) of common area snow removal costs, exterior lighting repairs, parking lot repairs, landscape maintenance and any other common area repairs and maintenance expenses.

 

6


(c)Tenant shall have the right to replace items of equipment or fixtures with other items of like kind and equal or greater quality and, for such purposes, Tenant may trade in the replaced equipment or fixture. Prior written approval of Landlord shall be obtained in each such instance, which approval shall not be unreasonably withheld. Any such replacement property shall be the sole and exclusive property of Landlord, and shall not be subject to a lien of any party. Tenant shall comply with all deed restrictions and all federal, state, county, municipal and other governmental statutes, ordinances, laws and regulations affecting the Premises and improvements thereon, or any activity or condition on or in the Premises.

 

6.3 Damage or Destruction : In the event the Premises or any Portion thereof shall be partially or wholly destroyed or damaged by fire or other casualty to the extent of less than fifty percent (50%) of the total value of the Premises as a whole, then Landlord shall promptly restore or replace the Premises to the condition existing prior to such damage or destruction; provided such damage and/or destruction is covered in whole by insurance then in effect (or, if not so covered, provided that Tenant provides satisfactory evidence to Landlord of its ability to pay the difference between the available insurance proceeds and the cost of restoration and/or replacement of the Premises), and this Lease shall continue in full force and effect. Tenant may abate rent to the extent that the premises are not useable. Such restoration shall be commenced Promptly and pursued by Landlord with reasonable diligence to completion. All insurance proceeds received by Landlord or Tenant on account of such damage or destruction shall be applied to payment of said restoration to the extent that such proceeds will pay the same, with any deficiency to be paid by Tenant and with any excess insurance proceeds to be paid to Tenant. To the extent that Landlord’s mortgagee requires some or all of the insurance proceeds to be applied to Landlord’s mortgage indebtedness, then in such event, Landlord shall have the Option to either (i) contribute said amount of the cost of restoration of the Premises, or (ii) terminate this Lease, without liability to Tenant for such termination. Landlord shall elect one of the options specified in the previous sentence within thirty (30) days after payment of some or all of the insurance proceeds to Landlord’s mortgagee. Notwithstanding the foregoing, to the extent the unavailability or shortfall of insurance proceeds results from Landlord’s failure to maintain the insurance it is required to maintain hereunder, Landlord shall contribute money in an amount equal to the proceeds which would have been available.

 

In the event the Premises or any portion thereof shall be destroyed or damaged by fire or other casualty to the extent of fifty percent (50%) or more of the total value of the Premises, then Landlord shall have the option, with Tenant’s consent, which may not be unreasonably withheld, to either rebuild or replace the Premises or not rebuild or replace the Premises. If Landlord with the Tenant’s consent, which may be unreasonably withheld elects to rebuild or replace the Premises then this Lease shall remain in full force and effect, and Landlord shall commence said rebuilding or replacement immediately following the exercise of such option and shall proceed with the same with reasonable diligence to completion. Rent shall be equitably reduced until restoration of the Premises is completed. If Landlord, with Tenant’s consent, which may not be unreasonably withheld, elects not to rebuild or replace the premises, then this Lease shall terminate upon the exercise of such option by Landlord. Landlord shall notify Tenant in writing of the election to rebuild or replace or not to rebuild or replace the Premises and obtain Tenant’s consent,

 

7


which may not be unreasonably withheld, to same within sixty (60) days following the event causing the damage to or destruction of the Premises. Landlord shall have the sole and exclusive right of determining the manner in which any insurance proceeds shall be applied as a result of any fire or other casualty.

 

Notwithstanding to the contrary contained herein, if the Premises leased by the Tenant are more than fifty percent (50%) destroyed the Tenant shall have the option to either abate their rent until the Premises are restored or cancel this lease.

 

If the Premises are partially or wholly destroyed or damaged by fire or other casualty, an architect selected by the Landlord and licensed in the State of Wisconsin shall determine the extent of damage or destruction and will provide Landlord with a written determination of the condition of the Premises.

 

ARTICLE 7

UTILITIES AND TAXES

 

7.1 Utilitie s: Tenant shall, during the term of this Lease, arrange for and fully and Promptly pay for all water, sewage, gas, heat, light, power, telephone service and other public utilities of every kind furnished to the Premises and Landlord has installed meters for same as part of the Building Shell. Landlord shall be liable for an interruption or failure in the supply of any utilities only to the extent such interruption or failure results from the negligent or willful misconduct of Landlord. Premises shall be connected, on a non-exclusive basis, to the emergency backup power generator provided for Phase IV of the Research Center.

 

Tenant shall also pay its prorated share (as determined in Section 4.5) of common area utilities.

 

7.2 Taxes and Assessments : Tenant agrees to pay its prorated share of, before delinquency, any and all real and personal property taxes levied or assessed and which become payable during the term hereof (commencing with the Commencement Date) upon the Premises, Building and Related Improvements, whether said taxes are assessed against Landlord or Tenant. Tenant agrees to include all alterations, additions or leasehold improvements made by or for Tenant to the extent allowed by law on Tenant’s personal property tax return, and if any such Alteration, addition or leasehold improvement is nevertheless included in Landlord’s real estate or personal property tax assessment and bill, Tenant shall reimburse Landlord with respect thereto. Tenant shall only be responsible for that portion of any assessments that shall be due and payable during the lease term (including extensions), assuming the maximum deferment of such assessments under applicable law. In addition to rental and other charges to be paid by Tenant hereunder, Tenant shall reimburse Landlord, upon demand, for any and all taxes assessed against Landlord (other than income taxes) whether or not now Customary or within the contemplation of the parties hereto: (i) upon, allocable to, or measured by or on the rental or other charges payable hereunder, including, without limitation, any sales or use tax on such rental, or excise tax levied by the State of Wisconsin, any political subdivision thereof, or the federal government with respect to the receipt of such rental or other charges or any other similar tax; (ii) upon or with respect to the possession, leasing, operation, management, maintenance alteration, repair, use or occupancy by Tenant of the

 

8


Premises or any portion thereof; (iii) upon or measured by the value of the Premises; (iv) upon or measured by the value of Tenant’s personal property or leasehold improvements located in the Premises; (v) upon this transaction or any document to which Tenant is a party creating or transferring an interest or an estate in the Premises; or (vi) upon Tenant’s energy consumption (collectively “Taxes”). Tenant shall not have to reimburse Landlord for any late penalties or default interest arising from the delinquent payment by Landlord of any of the Taxes described in the previous sentence.

 

All Taxes (with the exception of personal property taxes on Tenant’s personal property) shall be prorated at the commencement and expiration of the term of this Lease.

 

Tenant shall pay to Landlord in advance on the same dates that monthly installments of rent are due, an amount equal to one-twelfth (1/12th) of the estimated pro-rata share (See Section 4.5) of Taxes for the Premises, and to the extent received by Landlord, Landlord shall apply the same to the Taxes when or before they come due.

 

Tenant shall have the right, at its own cost and expense, to initiate and prosecute any proceedings permitted by law for the purpose of obtaining an abatement of or otherwise contesting the validity or amount of Taxes assessed to or levied upon the Premises and required to be paid against Landlord’s estate and, if required by law, Tenant may take such action in the name of Landlord who shall cooperate with Tenant to such extent as Tenant may reasonably require; provided, however, that Tenant shall fully indemnify and save Landlord harmless from all loss, cost, damage and expense incurred by or to be incurred by Landlord or Tenant as a result thereof.

 

ARTICLE 8

CONDUCT OF BUSINESS

 

8.1 Condition and Use : Tenant shall use the Premises as a laboratory. Tenant may not change Tenant’s use of the Premises without Landlord’s prior written approval, which approval shall be granted or withheld in Landlord’s sole discretion provided that Tenant, upon at least ten (10) business days prior written notice to Landlord. No use shall be permitted, or acts done, which will cause a cancellation of any insurance policy covering the Premises or which violates any deed restriction or restrictive covenant governing the Premises. Tenant shall not sell, permit to be kept, used or sold in or about Premises any article which may be prohibited by the fire and hazard insurance policies applicable to the Premises. Tenant shall, at its own expense, comply with all requirements of any insurance company necessary for the maintenance of insurance required by this Lease.

 

8.2 Compliance with Law, etc. : Tenant shall comply with all applicable deed restrictions, covenants, laws, ordinances and regulations affecting the use and occupancy of the Premises. Tenant shall not commit or permit to be committed, any waste or nuisance on the Premises.

 

8.3 Compliance with ADA : Landlord represents and warrants that the Building and Related Improvements have been constructed to comply with the American with Disabilities Act (“ADA”).

 

9


Any ADA compliance requirements which come into effect following the date hereof are Tenant’s sole and exclusive responsibility. Following the Commencement Date, Tenant shall comply with the ADA. Within ten (10) days after receipt, Tenant shall provide Landlord with a copy of any notice alleging violation of the ADA relating to the Premises; provide written notice of any claims made or threatened regarding noncompliance with ADA and relating to the Premises; and provide written notice of any governmental or regulatory actions or investigations instituted or threatened regarding noncompliance with the ADA and relating to the Premises. Except for claims where the final determiner of facts finds that the Building and Related Improvements were not initially constructed in compliance with the ADA, Tenant shall defend all claims, and shall indemnify and hold Landlord harmless from and against all costs, expenses, losses and damages, including,


 
SITE SEARCH

AGREEMENTS / CONTRACTS

Document Title:

Entire Document: (optional)

Governing Law:(optional)


Try our advanced search >>
 

CLAUSES

Search Contract Clauses >>

Browse Contract Clause Library>>

Get Email Updates
Email:
This is only a partial view of this document. We have millions of legal documents and clauses drafted by top law firms. learn more search for free browse for free learn more