Exhibit 10.13
Commercial Rental Agreement
---------------------------
Contract number: 130.0005 from October 18, 1995
Between Deutsche-Bemanten-
Lebensversicherung XX/0/
Xxxxxxxxxxx Xxxxxxx 00
65178 Wiesbaden
- Landlord -
and XXXXX Development Soft- and
Hardware Engineering GmbH i.G./2/
Karlsruhe
represented by the managers:
- Tenant -
have concluded the following lease:
I. Leased rooms
The rooms in the building at Xxxxxxxxxxx 00,
Xxxxxxxxx, on the 5th floor/3/ are being leased
for the exclusive use as office rooms.
The leased area of 109 square meters has been agreed to.
For utilities and elevator-related expenses, the
basis of 109 square meters has been agreed to.
The leased area has been outlined in red on the
attached floor plans.
II. Furnishing and equipment of the leased rooms
The leased rooms are being transferred to the
tenant in a professionally renovated state at the
start of the lease period.
III. Term of lease
The lease relationship will begin on: January 1, 1996.
The term of the lease will end on: December 31, 2000.
If the lease relationship is not otherwise terminated
at least 6 months prior to its expiration, then it
will be automatically lengthened by 12 months.
/2
---------------------
/1/ Translator's Note: I gave the English translation of companies' names on the
cover sheet.
/2/ Translator's Note: GmbH, "limited liability company"; i.G. designates a
company whose official registration is pending, here lined out by hand
because the certification was completed.
/3/ Translator's Note: German stories are numbered such that the first floor
above ground level is 1, whereas in the United States the same floor is
usually numbered 2. I have translated all stories following American
convention.
- 2 -
The landlord will grant the tenant an option, beyond December 31, 2000,
for the purpose of continuing the lease relationship for the duration of 5
years. The option can be exercised in writing by the tenant only up to 6
months before December 31, 2000.
IV. Lease
1. The monthly basic lease currently is DM 1,526.00
2. Additional monthly operational cost
prepayments ((S) 6 AVG/4/) currently DM 340.00
3. Additional monthly elevator-related
prepayments ((S) 7 AVG) currently DM 100.00
-- ------
Total lease per month currently DM 1,966.00
== ========
Applicable value-added tax
currently 15% DM 294.90
-- ------
Total monthly payment currently DM 2,260.00
===========
The tenant authorizes the landlord to debit payments due under this
contract from account number
at (bank code number
account holder:
in the debit process.
The payments due under this contract are to be credited solely to account
number 0000000 at Commerzbank Wiesbaden AG (bank code number 510 400 38).
V. Changes in lease
The basic lease agreed to in IV. shall be raised as follows:
starting on January 1, 1997 from DM 1,526.00 to DM 1,744.00
If the index of a four-person household of blue-collar and white-collar
workers with a mid-level income (basis year 1985 = 100) should change by
more than 10 points upward or downward with respect to the status of
January 1, 1997, and/or with respect to the state of the applicable most-
recent reevaluation of the lease rate set by the Federal Bureau of
Statistics in Wiesbaden, then either party to this contract can demand an
adjustment in the same relationship, specifically, from the start of the
calendar year that follows the month the application is submitted.
/3
---------------------
/4/ Translator's Note: AVG refers to the "The General Contractual Agreements for
Commercial Leases."
- 3 -
If, on the basis of a preexisting value-assurement clause, an adjustment
of the lease rate has taken place, the rule for further changes in the
price index for lifestyle by more than 10 points, respectively, is again
applicable, always with reference to the index which had application in
the month of the last lease adjustment.
The parties to this contract are aware that this clause requires approval
from the LZB/5/ responsible. The tenant authorizes the landlord as of now
to obtain this approval.
If, on the basis of an update by the Federal Bureau of Statistics, the
basis year for the lifestyle cost index is introduced or if the
aforementioned lifestyle cost index is replaced by another comparable
index, then the respective index applies for the lease adjustment on the
basis of the new basis year and/or of the new index. For the time up to
the next adjustment deadline, the old index will continue to apply--if
necessary after the resetting of the basis.
VI. Lease security deposit
The tenant will provide a lease security deposit in the amount of DM
10,000.00 (in words: ten thousand German marks) with a bank acting as
guarantor.
VII. Other agreements
a) When splitting any elevator-related operational expenses, the tenants
on the ground floor will be excluded.
b) The landlord is not obligated nor authorized to insure mirrors, glass
panes, and awnings at the expense of the tenants.
VIII. The General Contractual Agreements for Commercial Leases (AVG) and the
Building Code are integral components of this commercial lease. The
tenant confirms that he or she has received these.
Attachments: Floor plan
Wiesbaden, October 18, 1995 Xxxxxxxxx, Xxxxxxxx 0, 0000
Xxxxxxxx Beamten
Lebensversicherung AG
[illegible signature] [illegible signature]
..................... .....................
- Landlord - - Tenant -
--------------------
/5/ Translator's Note: unknown designation.
I. Amendment to the Commercial Lease No. 130.0005 from October 18, 1995
Between Deutsche
Beamten Lebensversicherung
Aktiengesellschaft
Xxxxxxxxxxx Xxxxxxx 00
65 178 Wiesbaden
- Landlord -
and XXXXX
Development GmbH
Soft- and Hardware Engineering GmbH
Xxxxxxxxxxx 00
00000 Xxxxxxxxx
- Tenant -
regarding office rooms in the building at Xxxxxxxxxxx 00, Xxxxxxxxx
In the amendment to the lease, the following agreements have been reached:
1. Tentatively as of October 1, 1996, the tenant will also take over, in
addition to the area already in use on the 5th floor with 109 square
meters, the office rooms on the 4th floor with an agreed use area of 135
square meters in professionally renovated state.
2. The total monthly payments as of October 1, 1996, tentatively, at the
latest from the point in time of transfer, will be calculated as follows:
1. the basic monthly rent will amount currently to DM 3,416.00
2. additional monthly operational cost prepayments
((S) 6 AVG) currently DM 700.00
3. additional monthly elevator-related prepayment
((S) 7 AVG) currently DM 230.00
---------
total rent per month DM 4,346.00
additional applicable value-added tax currently 15% DM 651.90
total monthly payment currently DM 4,997.90
-----------
3. The agreed rent increases in stages in accordance with Point V of the
rental contract from January 1, 1997, will be stricken. The rental rate
adjustment in accordance with the lifestyle cost index will begin with the
status on January 1, 1996.
4. The rental security deposit for both floors will be set to DM 12,000.00
altogether and can take place via exchange of the already existing
guarantor client over DM 10,000.00.
5. The estimated cost of the building administration in accordance with (S) 6
AVG is agreed to with 2% of the basic rent.
6. All other agreements of the rental contract from October 18, 1995, will
remain fully unchanged.
Wiesbaden, September 18, 1996 Karlsruhe, September 25, 1996
[illegible signature] [illegible signature]
--------------------- ---------------------
Deutsche XXXXX
Beamten lebensversicherung Development GmbH
Aktiengesellschaft
- Landlord - - Tenant -
XXXXX HARD- & SOFTWARE
ENGINEERING GMBH
Xxxxxxxxxxx 00
X-00000 Xxxxxxxxx
[illegible]
2. Amendment to Commercial Rental Agreement No. 130.0005 of October 18, 1995
-------------------------------------------------------------------------------
Between DBV Xxxxxxxxxx Xxxxxxxxxxxxxxxxxx
Xxxxxxxxxxxxxxxxxx
Xxxxxxxxxxx Xxxxxxx 00
65178 Wiesbaden
- Landlord -
and XXXXX Development
Hard- and Software Engineering GmbH
XXXXXXXXXXX 00
00000 XXXXXXXXX
- Tenant -
regarding Office rooms in the building at Xxxxxxxxxxx 00, Xxxxxxxxx
---------------------------------------------------------
1. Rental agreement no. 130.0002 from August 10, 1998, regarding the second
floor will end on March 31, 1999.
2. On April 1, 1999, the tenant will also take over the second floor with an
office area of 135 square meters in addition to the area already in use on
the 5th floor with 135 square meters and the 6th floor with 105 square
meters.
3. The total monthly payments will be calculated as of April 1, 1999, as
follows:
basic rent currently DM 5,740.00
additional operational cost prepayments DM 1,150.00
additional elevator-related prepayments DM 360.00
-----------
DM 7,250.00
additional applicable value-added tax,
currently 16% DM 1,160.00
-----------
total monthly payment currently DM 8,410.00
===========
4. In amendment to point V. (Changes in rent) of the rental contract, the
price index for the lifestyle of all private households for Germany (basis
year 1991 = 100) will serve as basis.
The rent adjustments in accordance with the lifestyle cost index will
begin with the status of January 1996. Upon the first increase of the
rental rate, a basic rent of DM 14.00 per square meter will be the
starting point. For successive rent rates, the basic rent per square
meter resulting from the preceding rent rate increase will be the starting
point.
5. In amendment to point III (Rental duration), the rental relationship will
be extended by 10 years. Thus, the rental period will end on March 31,
2009.
If the rental relationship is not otherwise terminated at least 12 months
before its expiration, then it will be extended each time by 12 months.
6. The rental security deposit for the total area of 379 square meters will
be set at DM 20,000.00 and can be provided via exchange of the already
existing guarantor client over DM 12,000.00.
7. The estimated price for building administration in accordance with (S) 6
AVG is agreed to at 3 % of the basic rent.
8. All other conditions of the rental contract as well as amendments will
retain their validity.
-------------------------------------
Xxxxxxxxx, Xxxxx 00, 0000 Xxxxxxxxx,
DBV Winterthur Lebensversicherung
Aktiengesellschaft
XXXXX HARD- & SOFTWARE
ENGINEERING GMBH & CO KG
Xxxxxxxxxxx 00, 00000 Xxxxxxxxx
Tel. 0000-000-000
Fax 0000-000-00-00
[illegible signature] [illegible signature]
..................... .....................
- Landlord - - Tenant -
General Contractual Agreements Commercial Rental Agreement (AVG)
(S) 1a Transfer of prepared rental rooms
1. The landlord will transfer to the tenant the rental rooms at the start of
the rental period.
2. The landlord will not guarantee, however, that the rental rooms will have
been cleared by third parties by the start of the rental period, unless
the damages incurred by the tenant because of this touch on any
intentional or grossly negligent violation of this contract on the part of
the landlord. The right to withdraw from the contract on the part of the
tenant will remain untouched by this.
3. The state of the rental rooms at the point in time of the transfer will be
set forth, if necessary, in a damage report. Deficiencies in the rental
space can be made valid by the tenant only if they are identified at the
time of the rental rooms' transfer and their confirmation is confirmed in
writing. Insubstantial deficiencies and any residual work do not authorize
the tenant to refuse accepting the transfer of the rental rooms.
4. The landlord will turn over to the tenant the required keys. The
acquisition of additional keys by the tenant requires the approval of the
landlord.
If a key is lost, the tenant has the right to demand a replacement key at
the cost of the landlord and to have the required number of keys made. If
the lock needs to be replaced entirely or in part because of security
reasons, the landlord bears the costs resulting therefrom.
(S) 1b Transfer of not-yet prepared rental rooms
1. If the start of the rental period cannot be determined in a binding
fashion at the time of concluding the contract, then it will begin on the
date of the deadline for completion of any building-related work regarding
which the landlord will provide information, on which date the rental
rooms have been prepared in accordance with the building and equipment
description and can be transferred. From this point in time on, the rent
is to be paid regardless of any not-yet finished division or other work,
if necessary, which the tenant may undertake for his or her rental rooms,
and/or services that the landlord can provide only after the tenant has
finished renovations.
2. If upon transfer of the rental rooms there are parts of the total object
that are not yet ready, the tenant may not derive any rights from this; he
or she is in particular not authorized to refuse to accept transfer
insofar as this does not substantially impinge upon the contract-related
use of the rental rooms.
3. The state of the rental rooms at the point in time that they are
transferred will be set out in the damage report. Deficiencies in the
rental space can be made valid by the tenant only if they were identified
at the time the rental rooms were transferred and their correction was
agreed to in writing. Insubstantial deficiencies
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and residual work do not authorize the tenant to refuse to accept transfer
of the rental rooms.
4. (S) 1a No. 4 applies as applicable.
(S) 2 Use of the rental rooms and of community property
1. The rental rooms have been rented only for the use as agreed to.
2. The landlord does not guarantee that the rental rooms are suitable for
that use nor that they conform to technical and official specifications.
If there are no correctable, legal, or actual restrictions that are
founded in the person of the tenant with respect to the agreed use, then
the tenant has the right to withdraw from the contract. Official approvals
are to be obtained by the tenant. The costs of the use inspection, the
official approvals, and the fulfillment of production including the
acquisition or disposal of parking spaces will be borne by the tenant.
3. The landlord guarantees no competitive or assortment protection. He or she
is in particular not liable for the fact that whole or partial overlap
with competitors exists with other tenants now or in the future.
4. Operational obligations are incumbent on the tenant in restaurants and
pubs during legal business hours insofar as deviating business hours are
not otherwise determined by the landlord.
5. Store facilities, xxxx presentation, and display window decorations must
be done in a fashion that is suitable for the area of business and the
location of the contractual object. The landlord is authorized to
determine the length of time that lighting may be on for display windows.
The setup and operation of game machines requires the previously written
approval of the landlord.
6. Sellouts and clearance sales require the previous written approval of the
landlord.
7. The delivery of wares for the rental object must take place with respect
to time of day and to delivery method such that no impingement on other
tenants is possible.
No objects and products may be stored or sold outside of the leased areas.
8. The tenant is liable for any legally permissible level of construction-
related burden on floor coverings being exceeded.
9. The elevators will be kept operational during those periods of
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time set by the landlord; however, the tenant does not have a right to
uninterrupted service.
10. Insofar as parking places are provided for free, the landlord will retain
the right to enforce another rule (e.g. parking fees, gates) upon which
changes the tenant may not base any claims.
The tenant is obligated to be connected to a parking fee reimbursement, if
necessary.
It is open to the landlord--and with his or her approval to third parties
as well (e.g. an advertising company)--to claim any areas not belonging to
the rented area (e.g. parking areas, passages, and/or other attached
areas) for special events or other purposes that may appear to the
landlord to be appropriate in the interest of the contractual object.
11. The cleaning of the traffic areas (e.g. footpaths, stairwells, basement
rooms, etc.) and of the community property (e.g. elevators) is incumbent
on the tenant. On this point, he or she must adhere to the regulations of
the local police.
The landlord is authorized to have such work performed for the tenant and
to xxxx the tenant for the costs arising from this.
12. The landlord is authorized to control the operation of the community
property in a use ordinance. He or she will endeavor to keep community
property in working order for the time being and to correct any
disruptions immediately. If a piece of community property cannot be used
temporarily, the tenants will have a right to reimbursement for damages
only in the case of intentional or grossly negligent action on the part of
the landlord.
With respect to the interests and requirements of the tenant, the landlord
may remove, change, or acquire new community property; this also applies
to any buildings that may be added on to the broad-band cable network of
the German Federal Post Office. The landlord can xxxx the costs for this
to the tenants.
13. The use of traffic areas and community property can be reregulated by the
landlord.
(S) 3 Sublets, building-related changes by the tenant, advertising
1. The tenant is authorized only with previous written permission from the
landlord to withdraw from rights under the rental agreement or to sublet
the rental rooms wholly or partially to third parties. This also applies
to a change in ownership due to change in the legal form of the company.
- 4 -
The landlord can make his or her approval for any sublet dependent on an
appropriate increase in the basic rent.
If the landlord refuses to approve the sublet, the tenant has no right to
terminate the contract.
In the event that subletting occurs, the tenant will immediately defer all
rights against the third party to the landlord.
2. Building-related changes to the rental rooms by the tenant require the
previous written approval of the landlord. Official permits will be
obtained by the tenant.
All production and cost requirements--stemming from the construction-
related costs predicted by and/or taken by the tenant or from the use of
the rental rooms--from third parties (in particular local authorities,
suppliers, etc.) must be followed through on by the tenant and/or must be
billed to him or her. The tenant will leave open to the landlord the
fulfillment of any such production and cost requirements, including
acquisition or disposal of parking places.
3. Roof and facade areas of the building, as well as wall areas on the inside
of the building outside of the rental rooms, have not been rented out.
They may be used by the tenant, only after getting prior written approval
from the landlord, for advertising purposes or for attaching directional
signs.
The tenant may attach company signs at his or her own expense only to
areas previously approved by the landlord. Size and form of the signs must
be conferred in advance with the landlord.
The tenant is obligated to use collective signs facilities and to share
proportionately in the costs.
Labels, signs, advertisements, and such may be attached to windows only if
the landlord has previously approved of this.
If the landlord grants permission for the foregoing measures, number 2,
paragraphs 2 through 4 (S) 13 number 2 of the AVG apply, correspondingly.
Acoustic presentations that can be heard outside the rental rooms require
the prior approval of the landlord.
(S) 4 Invoicing, reduction, damage reimbursement
1. The tenant can withhold payment with respect to rental requirements only
if his or her demands are uncontested or have been found to be legally
valid and if he or she notified the landlord at least one month before the
due date
- 5 -
of the rent in writing.
2. The reduction of the basic rent is not possible if the tenant must endure
the impingement or if the impingement is not due to the landlord or if the
fitness of the rental object for contractual use is only insignificantly or
temporarily limited.
3. The landlord is liable only for the damages incurred by the tenant,
regardless of whether this is due to a deficiency in the rental object that
already existed at the time of transfer, a deficiency that appeared only
later, or whether the landlord is in delay of correcting the deficiency
(unless the landlord has caused the damage intentionally or through gross
negligence, or unless the deficiency was kept quiet deceptively by the
tenant, or unless an assured characteristic is affected).
4. The landlord provides no guarantee for uninterrupted operation of equipment
of the rental object.
(S) 5 Rent
1. Insofar as the tenant does not participate in a bank debit procedure, the
rent must be paid every month in advance, at the latest on the third
business day of the month, under identification via the
Rental Agreement Number
and paid into the indicated account of the landlord without additional
expense.
With respect to determining punctuality of payment, not the sending but
the receipt of the money (credit to the account) shall apply.
If the tenant is in arrears of payment of rent, the landlord is
authorized to apply a late fee. Here, the landlord is authorized to charge
a late fee in the amount of 4 % above the current annual discount rate.
The landlord may, as he or she may decide, calculate payments based on
costs and interest rates up to now or based on the oldest status. This
also applies if the tenant has found another condition.
2. If the landlord declares him- or herself subject to value-added tax after
the contract has been concluded then, in addition to rent, the value-added
tax due must be paid by the tenant (if the tenant is an enterprise in the
sales tax-related sense).
3. Operational, elevator-related, and hot water-related cost prepayments will
be calculated once per year. The tenant is authorized, within 6 months of
access to the
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invoicing, to see the invoice documents and to raise objections in writing
against the claim. If within the time limit no objections are raised, the
invoice will apply as valid.
If measuring or reading equipment should fall out of use or be impinged
from proper functioning, or if for other compelling reasons the heating and
hot-water usage cannot be determined in an official way, the cost
distribution will take place as explained under (S) 9a of the Heating Cost
Calculation Ordinance.
The landlord can adjust the prepayments to be made by the tenant to the
actual cost changes.
If the tenant withdraws during an invoice period, there can be no claim
to premature invoicing. The cost distribution will take place in
accordance with the measure of (S) 9b of the Heating Cost Invoice
Ordinance. The costs for the intermediary readings are to be borne by the
tenant.
(S) 6 Operational costs
1. Operational costs are those costs that arise on a continual basis for the
landlord through ownership of the plot of land or through zoning-approved
use of the building or of the business unit, side buildings, facilities,
equipment, and the land:
- The total running public burdens of property, building, and business
unit, property tax, garbage removal, chimney cleaning, canalization,
water, and sewage.
- Insurance for property, building, and business unit against fire,
storms, water damages, glass insurance, liability insurance for
property, building, and business unit as well as for oil tanks and
other technical equipment (e.g. elevators, air conditioners).
- Street cleaning, snow and ice removal as well as care and cleaning of
all outside facilities such as yards, playgrounds, sidewalks, parking
places, driveways, etc., including the devices and materials necessary
for this as well as the replacement of plants and trees.
- Cleaning of property, building, and business unit including the
community areas and rooms, outside glass and facade areas as well as
insect prevention including devices and materials necessary for this.
- Operation and lighting of the community areas and rooms as well as
community property, operation and maintenance
- 7 -
of the elevators, escalators, revolving doors, electric doors, and
other technical equipment including measuring equipment (in addition
to setting them up); operation and maintenance of a community antenna
as well as a connection to the broad-band cable network including any
private distribution equipment necessary for this; operation and
maintenance of sprinkler equipment and smoke removers as well as other
community equipment.
- Building administration with a flat fee in the amount of 4% of the
basic rent.
- Building administrator, building technician, as well as any security
and any decorations and plant decor for the community areas.
2. The billing of operational costs shall take place according to the
relationship of the rental areas. The landlord can change the invoicing
key after an inexpensive measuring if an appropriate cost distribution or
urgent reasons of official management demand it.
The landlord can put neighboring buildings and/or properties together into
one management and invoicing unit as well as separate buildings and/or
properties that had previously been single invoicing units.
The landlord can form invoicing groups according to type and use (office
areas, store areas, garages) within a building or several buildings.
3. If public expenditures must be reintroduced or if operational costs recur,
the landlord is authorized to invoice these to the tenant as well. This
applies correspondingly to operational costs that have been invoiced
retroactively to the tenant.
4. If, in the course of using the rental rooms, raised operational costs
emerge due to the tenant, e.g. through raised power or water consumption,
etc., the tenant must also bear these costs.
5. Operational costs for equipment that is specially present in only one
rental object must be borne exclusively by the tenant.
6. Commercially dependent waste must be disposed of by the tenant at his or
her own expense.
(S) 7 Heating, hot water, and climate-control equipment
- Operation and costs -
1. Heating and hot water provision equipment as well as climate control
equipment will be put into operation when needed. For disruptions, acts of
God, official orders, or for any other reason that service cannot be
provided (e.g. shortage of fuel,
- 8 -
nondelivery of heating equipment, or strike), the landlord is not
obligated to provide a replacement. The landlord is liable for damages
only in those instances arising from intent or gross negligence.
In the case of independent, commercial provision of heat (heat supply)
and hot water (hot water supply), these must take place subject to the
conditions of the heat supplier. The tenant will have no ongoing claims
for damage reimbursement from the landlord and the heat supplier as the
landlord may have with respect to the heat supplier.
2. The tenant is obligated to cover costs in a proportionate share for the
operation of facilities including fumes equipment, independently of to what
extent he or she has used the facilities. Under this are included
especially:
- the costs of consumed fuels and their delivery;
- the costs of heat supply;
- the costs of operations-related electricity;
- the costs for service, security, and maintenance of the equipment, of
the regular testing of their operation-readiness and operational
security, including the hiring of an expert and the cleaning of the
equipment and the operational room;
- the costs of measurement under the Federal [illegible] Protection Act;
- the costs of reinforcement or other [illegible] of the sublet of
equipment for consumption records as well as
- the costs of using equipment for consumption records including the costs
of invoicing and distribution.
3. Heating costs will be distributed in accordance with (S) 7 of the Ordinance
on Heating Cost Calculation, in accordance with the recorded heating
consumption and also in accordance with the relationship of the rented-out
areas. The landlord can change the schedule for splitting costs under
inexpensive measurement if an appropriate cost distribution or urgent
reasons for official management require it. The landlord can contract a
specialized company for invoicing.
If, in the rental rooms, measurement-related equipment was installed for
consumption records, the tenant must guarantee access to this measurement
equipment during the standard day hours and make the equipment freely
accessible. If the reading of measures is not possible for the announced
deadline for a reason due to a certain circumstance which the tenant has
represented, the
- 9 -
tenant has to bear any additional costs arising from this.
4. the rules in No. 3 apply correspondingly as explained under (S) 8 of the
Ordinance on Heating Cost Calculation for the costs of operation of the
hot-water provision equipment and/or for the costs of the hot-water
supply.
5. The distribution of costs for providing heat and hot water for facilities
subject to this contract will take place as described under (S) 9 of the
Ordinance on Heating Costs Calculation.
6. For the distribution of the costs of operation of climate control
equipment, (S) 6 Nos. 2 and 4 will apply, respectively.
(S) 8 Rental Security deposit
1. The rental security deposit agreed to will serve as security of all
requirements stemming from this rental agreement relationship.
2. If the rental security deposit is provided in the form of a guarantee,
then this must be carried out through saving an unlimited self-debiting
guarantee at a German bank with respect to the persuasiveness of the
appeal, charge, advance accusation ((S)(S) 770, 771 Federal Law Register)
and the right from (S) 776 Federal Law Registry.
3. The rental security deposit must be supplied at the start of the rental
period. The tenant will have no claim to transfer the rooms up to the time
that the rental security deposit is furnished.
4. The landlord is authorized, not obligated however, to deduct from the
rental security deposit if the tenant is late in fulfilling his or her
obligations.
(S) 9 Maintenance and use of the building as well as the rental rooms
1. The landlord will take over the maintenance of the buildings in this
building (outside maintenance) and will bear any costs here that may
arise.
2. The tenant will take over the maintenance and upkeep of the community
property and the community technical equipment and facilities as well as
parking places.
3. The tenant must carry out the upkeep, maintenance and attention of the
technical equipment that has been left to his or her exclusive use or that
have been brought in by him or her, at his or her own expense. In
addition, climate control facilities, elevators, escalators within the
rental area, sanitary equipment, electric equipment, reinforcements, sun-
protective equipment (inside and outside), thermostats, heat measurers,
antenna equipment in particular, are a part of this. The landlord is
authorized
- 10 -
to require proof that such work has been carried out. The landlord
retains the right to subcontract out the work for the tenant.
Damaged or destroyed glass sheets are to be replaced by the tenant at his
or her own expense immediately.
4. The tenant will bear the costs for beautification-related repairs. He or
she must carry out required beautification-related repairs without
special request by the landlord. These repairs include, in particular,
all painting and tapestry works within the rental rooms as well as the
professional upkeep of the floors and floor coverings.
The tenant does not have the right to deviate from the rules above
without the consent of the landlord.
5. The tenant is obligated to clean the rental rooms professionally
including industry-specific equipment. This refers, in addition, to fat
cutters, filters, windows inside and out including the frames with the
required [illegible] care, sun protection equipment, if necessary. If the
cleaning can be performed only by the landlord due to construction-
related or other reasons, then the tenant must endure and bear the costs
of the work.
(S) 10 Construction-related measures by the landlord
1. The landlord can, without the approval of the tenant, have work and
construction-related measures performed for the improvement of the rental
rooms or other parts of the building for the purposes of saving
electricity and heat-related energy, for applying threatening procedures
or for correcting damage. The tenant must keep the rooms coming into
consideration here accessible and may not hinder the execution of work or
delay it. The tenant is not authorized to terminate the contract under
(S) 541b paragraph 2 sentence 2 of the Federal Law Registry.
2. Insofar as the tenant must tolerate the measures, he or she can not
demand reimbursement for his or her expenses. Reimbursement for damages
can be demanded by the tenant only if the use of the rental rooms has
been substantially impinged upon or made impossible by the measures.
(S) 11 Liability of the tenant
1. If, for the duration of the rental relationship in or at the rental
rooms, any deficiency exhibits itself for whose correction the tenant is
not obligated or if precautions for the protection of the rental rooms
against an unpredictable danger become necessary, then the tenant must
inform the landlord of this immediately. If the tenant fails to provide a
punctual notification, then he or she is obligated to cover costs for
damage stemming from this and--insofar as the landlord was hindered from
having the search for a remedy--is not authorized
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to make rent reduction claims valid and to announce this in accordance
with (S) 542 paragraph 1 sentence 3 of the Federal Law Registry to demand
reimbursement for damages due to nonfulfillment.
2. The tenant is liable for all damages that are negligently caused by him
or her, his or her fulfillment assistants, or third parties, insofar as
these have come to his attention for being carried out with respect to
the rental object.
It is incumbent on the tenant to prove that neither he, she nor one of
the aforementioned persons caused any damages.
(S) 12 Termination
1. Termination of the contract must be carried out in writing up to the
third business day of the first month of the termination deadline. In
determining punctuality of termination, this does not depend on the
sending but rather on the receipt of the termination notice.
2. The landlord is authorized, regardless of other legal rules, to terminate
the rental relationship without notice if the tenant
- is late for two successive deadlines submitting the monthly total
payment or a substantial part of the total monthly payment, or
- has gone into arrears in the amount of a balance in a time period
that extends over more than two deadlines with the submission of
the total monthly payment--arrears that meet the total monthly
payment for two months, or
- violates obligations under this contract in a culpable fashion and
does not fulfill them within two weeks after receipt of a written
reminder.
(S) 13 End of the rental period
1. The landlord is authorized to hang rental notices in the area of the
rental rooms before the expiration of the rental period.
2. The tenant must correct installations and building-related changes that
were undertaken before or after moving in before the end of the rental
period; and must reestablish the original or predicated state. The
landlord is authorized, however, to accept installations or building-
related changes wholly or partly. The obligation to execute
beautification repairs in accordance with (S) 9 will remain untouched by
this.
3. The rental rooms are to be returned to the landlord at the end of the
rental period carefully cleaned, maintained, and in renovated state
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after performing the work named in No. 2, with all peripheral items and all
keys.
The landlord may demand a settlement in money for fulfilling this
obligation.
The amount of fulfillment in cash will be provided using one of the offers
to be drawn up by a specialized firm. Both parties to this contract are
authorized to present a corresponding offer. If no agreement can be
reached, the offer of one of the specialized firms to be named by the local
trade corporation will be binding for both parties to this contract.
4. If rental rooms cannot be returned at the end of the rental period, the
tenant is obligated to pay a use reimbursement fee in the amount of the
previous and/or of the target rent. If the tenant continues use of the
rental rooms beyond the termination of the contract, then the rental
relationship will not apply as automatically extended. (S) 568 of the
Federal Law Registry will find no application here. Furthermore, the tenant
must reimburse each instance of damage that the landlord incurs in not
having the rental rooms returned to him or her punctually.
The same will apply if the rental rooms are in a state consistent with
the contract. The date on which the contractual state was produced will
be assumed as the point in time of return.
5. If the tenant returns or vacates the rental rooms before the end of the
rental period, the landlord will be--regardless of the still-existing
payment obligation of the tenant--authorized to undertake renovation and
maintenance work as well as other construction-related measures within
the rental rooms. The landlord may decorate restaurants or shop
locations.
6. If the rental relationship ends via termination without notice by the
landlord, then the tenant is liable for all damages stemming from the
termination, in particular any rent due. The liability will exist at its
greatest up to the point in time at which the rental relationship could
have been terminated within the context of an official termination.
(S) 14 Entering the rental rooms on the part of the landlord
The landlord, or his or her representative, may enter the rental rooms at
appropriate times of day to check on the state, to take readings of measurement
devices, to rent out the property again, or for any similar reasons--they may
also be accompanied by third parties. The tenant must take care that the rental
rooms are in condition to be entered even in his or her absence.
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(S) 15 Majority of tenants
1. With a majority of tenants, each tenant is liable for the obligation
under the rental agreement as a sole debtor.
2. Business related legal declarations that affect the rental relationship
must be submitted by or to all tenants. While retaining the right to
cancel in writing, the tenants, also however, authorize each other, until
further notice, to accept or issue such declarations. This authorization
also applies to the acceptance of a termination, but not however to the
submission of a declaration of termination and the conclusion of a rent
cancellation contract. A cancellation of the authorization enters into
force only for declarations that were submitted after the receipt by the
landlord.
3. If the landlord must provide payments to the tenants, he or she can pay
one of them on behalf of all of them.
(S) 16 Handling dangerous materials
Insofar as, and to whatever extent, the tenant may handle materials in the
rental object that tend to endanger health or the environment (e.g. materials
that are poisonous, damaging to ones health, flammable, infectious, explosive,
irritating, nauseating, carcinogenic, potentially water polluting), the tenant
is obligated to adhere without limitation and independently to all decisive
security regulations for the handling of these dangerous materials and to hold
the landlord harmless of all risks connected with these dangerous materials,
even after the expiration of the rental relationship.
(S) 17 Protection of personal data
The data necessary to carry out this rental agreement will be saved through data
processing at the landlord's place of business and will be transmitted, to the
extent necessary, within the context of the purpose of this contractual
relationship.
(S) 18 Applicability in the case of partial invalidity
If a term of this rental agreement is inapplicable or ceases to be an integral
component to this rental agreement, the rest of the contract shall remain in
force. In this case, the parties to this contract will agree to a new rule that
comes closest to the original intent of the parties.
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(S) 19 Court of jurisdiction
The court of jurisdiction is Wiesbaden insofar as this has been agreed to as
permissible.
(S) 20 Final terms
Oral side agreements will not apply.
Alterations and supplements to the rental contract must be performed in writing.
Building ordinance for the rental agreement
The building ordinance serves to protect the house and insure its security and
that of its users. Please adhere to these rules so that an orderly and
disruption-free coexistence is possible for all parties involved.
(S) 1 Mutual consideration
The common use of a building by tenants with different corporate structures and
in different branches of industry requires mutual consideration beyond a good
neighborly relationship.
Sound and smell disruptions must be avoided in the interest of all tenants. For
this reason, all devices, machines, etc. whose operation causes noise must be
set up to reduce noise such that no transmission of noises into another rental
object can take place.
(S) 2 Storage of objects, fire protection
Stairwells and all other hallways, basement corridors, etc. that are provided
for common use have been designated as escape paths for the security of all
tenants in the case of fire. These areas may under no circumstances--not even
temporarily--be used to store furniture, packaging items, wares and similar
things.
The storage of old paper and other easily flammable objects in the basement or
in the attic is not permitted.
Motorized vehicles may be parked only in those places identified for them.
(S) 3 Climate control, heating and sun protection equipment
In air-conditioned and heated rooms one must be careful that air circulation is
not impinged upon by inappropriate furnishing (e.g. by storing objects on top of
the air conditioner's vent openings or by placing office furniture too close to
climate control equipment). The windows of air-conditioned and heated rooms
must be kept closed at all times.
Hand-operated sun protection equipment should be set up immediately whenever
there is wind or rain.
(S) 4 Elevators
Tenants who want to transport furniture or other heavy items can--insofar as no
special service elevator exists--make use of the elevator for persons with the
approval of the building administrator. If necessary the elevator cabin must be
lined to protect it from damages.
(S) 5 Garbage and refuse removal
Refuse may be collected only in suitable closed containers and emptied into
garbage bins. Tenants whose area of business (e.g. restaurant) requires
additional garbage bins, must order these specially.
For special garbage, the normal garbage bins cannot be used.
Insofar as special collection stations are set up for old paper, packaging
materials, glass, etc. these are to be used by all tenants.
A garbage removal facility cannot have restricted refuse (cartons or other
packaging materials, bottles, etc.) with flammable or smoldering material or
liquids sent to it.
The tenants are obligated to sort their garbage according to different types
insofar as this is required by communal ordinances.
(S) 6 Frost protection
In order to avoid frost damages, the rental rooms are to be adequately heated
even outside of usual business hours. Basement windows and ceiling holes are to
be kept closed during the frost period.
(S) 7 Building lockup
It is incumbent upon the tenants of the building to keep access closed from
o'clock in the evening through o'clock in the morning and to confirm any
possible existing security issues. During this time elevators may be put out of
service and stairwell lighting may be limited.
Basement and courtyard doors as well as doors to communal garages are to be kept
closed at all times.
(S) 8 Additional rules
The tenants must adhere to official regulations (in particular to those of
building and fire police as well as to industrial supervisors).
The tenants will take care that the building ordinance is followed by their
employees, sublessors, suppliers, visitors, etc. as well as any tradesmen
employed by them.
The building ordinance and other ordinances drawn up for the operation or the
use of community property can be altered by the landlord. The alterations must
be made known to the tenants.
OFFICE AND BUSINESS BUILDING OF DBV IN KARLSRUHE, XXXXXXXXXXX 00
CLEANING ROOM
SOCIAL ROOM STORAGE ROOM
TERRACE ADMINISTRATION MANAGERS TERRACE
OFFICE USE
KARLSRUHE IN JANUARY 1984
SIXTH FLOOR
N-1:100
XXXXXXXXX XXXXXX XXXXXX
FREELANCE ARCHITECT [ILLEGIBLE]
[ILLEGIBLE ADDRESS]
The original version of this Commercial Rental Agreement, dated October 18,
1995, by and between Deutsche - Bemanten - Lebensversicherung AG and Xxxxx
Development Soft - and Hardware Engineering GMbh was in German, I certify that
the foregoing is a fair and accurate English translation of te German version.
_____________________________
Xxxxx Xxx
Secretary
