EXHIBIT 10.13
COMMERCIAL LEASE AGREEMENT
Lessor: DePfa Deutsche Pfandbriefbank XX Xxxxxxxxxxxx(xxxx)x 00, 00000
XxxxxXXXX
represented by: DePfa Bau-, Verwaltungs- und Xxxxxxxxxxx XxxX
Xxxxxxxxxxxxxx Xxxxx 00, 00000 Xxxxxxx
Lessee: DOMILENS GmbH
Holsteiner Chaussee 303 a, 22457 Hamburg
enter into the following Lease Agreement:
Leased Premises: Office and Business Premises
Holsteiner Chaussee 303 a + b, 22457 Hamburg
Area Entrance 303 a, approx. 1'454.15 m2
Xxxxxxxx 000 x, 0xx xxxxx, approx. 118.83 m2
Xxxxxxxx 000 x, 0xx xxxxx, approx. 148.85 m2
Parts of the Lease Agreement
Preamble
1. Leased Premises
2. Purpose of Lease
3. Term and Termination of Lease
4. Handing over of Premises
5. Rent, Utilities, Heating Costs, Value Guarantee Payment and
Accounting
6. Security Deposit
7. Joint Advertising
8. Advertising Equipment
9. Safeguarding Collective Interests
10. Electricity, Heating (Gas), and Water
11. Maintenance and Repair of Leased Premises
12. Structural Alterations by Lessee
13. Lessee's Liability
14. Improvements and Structural Alterations by Lessor
15. Yielding of Leased Premises
16. Lessor's Access to the Leased Premises
17. Assignability of Use of Leased Premises
18. Reconstruction Clause, Business Interruptions
19. Lessor's Liability, Insurance
20. House Rules
21. Miscellaneous
22. Final Provisions
1
Preamble
Due to the fact that Lessee has decided to lease additional
space beyond the already existing Lease involving Holsteiner
Chaussee 303 a and b, 22457 Hamburg, the parties agree to the
following:
Through the signing of this Lease Agreement, the Lease Agreement
dated July 07.07./14.1993 as well as the Supplement to the Lease
Agreement dated 04.27./ 05.05.98, and the Lease Agreement of
08.20./25.1999 as well as the Supplement to the Lease Agreement
dated 08.12./16.99 are void as of 12.31.2000..
The Lease of the entire space of approx. 1,721.83 m2 is subject
to the following provisions:
1. Leased Premises
1.1 The Leased Premises consist of an area measuring approx.
1,721.83 m2. Unless otherwise agreed upon hereinafter,
the office space leased by Lessee is referred to as
Leased Space.
1.2 The space measurements in 1.1 of the Lease Agreement are
axis measurements based on building plans. Provided that
the deviation from the actual Leased Space is less than
5 percent, Lessee states already today that it is in
agreement with such a deviation.
1.3 Lessee shall be responsible for obtaining, at its own
expense, all official permits and licenses which may be
required in connection with conducting business. In this
effort, Lessor shall lend technical support to Lessee
upon Lessee's request.
1.4 The Leased Premises may only be used for legally,
officially and contractually permitted purposes. Lessee
is required to comply, at its own expense, with the
legal, governmental and technical regulations (e.g.
DIN(1), VDS(2), VDE(3)) which apply to its business and
keep Lessor free of any impositions which may be issued
against it. Upon request, Lessee must provide Lessor
with relevant inspection certificates issued by an
accredited expert. Lessor may set a reasonable time
limit within which Lessee must meet above obligations.
If it is not met or Lessee's whereabouts are unknown,
Lessor may have necessary measures taken at Lessee's
expense.
2. Purpose of Lease
2.1 Maintaining an Office
----------
(1) Deutsche Industrie-Normen (German industrial standards)
(2) Vertrauen durch Sicherheit, an independent, international, accredited
testing and certification institution
(3) Assn. for Electrical, Electronic and Information Technologies, an
independent testing and certification institute
2
3. Term and Termination of Lease
3.01 Commencement of Lease: 01.01.2001
3.02 Not applicable
3.03 Term of Lease: 10 years fixed
3.04 Special rights of termination: as of 12.31.2004
as of 08.30.2007
Notice of special termination must be given by Lessee in writing
and received by Lessor at least 6 months before the agreed upon
date.
3.05 Tenancy shall end with the expiration of the term agreed
upon under this contract according to 3.03 if the rights
to special termination are not exercised.
3.06 Not applicable
3.07 As far as the right of termination without notice is
concerned, in particular termination due to non-payment
of rent, the legal provisions apply. In this context,
the prepaid fees for utilities as well as heating shall
be treated as part of the rent. Moreover, it shall be
considered an important reason for termination without
notice by Lessor if Lessee, although it has received a
reminder in writing, does not meet essential obligations
within a reasonable period (e.g. use that constitutes a
breach of contract, considerable harassment or
interference with Lessor or other tenants, permitting
unauthorized use by third parties).
3.08 Lessor is further entitled to terminate the lease
without notice if Lessee's assets are subject to the
initiation of judicial court-supervised reorganization
or bankruptcy proceedings or an application for
reorganization has been denied due to insufficient
assets. The same applies filed for reorganization or
bankruptcy, stops payments or enters into a settlement
out of court.
3.09 In case of a premature termination of the Lease for
which Lessee is responsible, Lessee is liable for lost
rent, utilities and other payments for the term of the
Lease under the Lease Agreement as well as for all
additional damages suffered by Lessor due to the
premature termination of the lease.
3.10 Any notice of termination must be given in writing.
3
3.11 If the term of the Lease expires, Section of the BGB(4)
shall not apply.
4. Handing-over of Leased Premises
4.1 Lessor shall hand over the Leased Premises in the
presently existing condition which Lessee observed when
viewing the premises, unless other terms have been
agreed upon which are explicitly set forth in this Lease
Agreement. Lessor reserves the right to make
insignificant changes as well as alterations required to
comply with governmental regulations. Any structural or
other work requested by Lessee or necessary for its
intended use, particularly if it goes beyond or
otherwise differs from the condition at the time the
Leased Premises was handed over, shall be at the expense
of Lessee. The same applies to technical equipment whose
installation is required either by the authorities or
under this Lease Agreement or which becomes necessary
for the operation or furnishing of the Leased Premises.
4.2 Not applicable
4.3 Lessee's right to occupy Leased Space Nr. 5, 3rd floor,
approx. size 118,83 m2, takes effect only after payment
of the security deposit under section 6. Handing over is
scheduled for January 2001, but may be delayed until
02.01.2001 due to remodeling. For this reason, the owner
grants Lessee a rent reduction of DM 1'000.00 per month
for November and December of 2000.
4.4 At the time of the hand-over, a hand-over protocol shall
be created which shall document, in particular, which
defects, if any, are pointed out by Lessee. Lessor shall
have any noted defects which it has acknowledged
repaired before the office is opened if possible. Lessee
shall give Lessor the opportunity to carry out the
repairs. The provisions in section 14.2 shall apply
hereto.
4.5 Not applicable
4.6 Not applicable
5. Rent, Utilities, Heating Expenses, Payment and Accounting
5.1 Rent
----------
(4) Bundesgesetzbuch (Swiss federal law)
4
For the space measuring 1,721.83 x0,
Xxxxxx shall pay Lessor a monthly net rent
excluding heating of DM 34'800.00 plus VAT
plus advance payments:
1. for operating expenses per Exhibit 3 to
Section 27 II. Assessment
Regulations (II. AR) DM 3'281.00 plus VAT
2. for heating costs per Exhibit 3 to
Section 27 II AR DM 880.00 plus VAT
3. rent for reserved parking space DM 2'220.00 plus VAT
---------------------
Total rent: DM 41'181.00 plus VAT
---------------------
Lessor's bank account information:
Name of account DePfa-BVC wg Host.Chausee
Account number: 8626000001
Bank/Savings bank DePfa Bank AG BauBoden
Bank code: 200 104 24
Lessee's bank account information:
Name of account: __________________________Account number:
Bank/Savings bank _____________________________Bank code:
5.1.1 Graduated Lease agreement
The net rent excluding heating agreed upon in 5.1 shall increase
after a year at the earliest as follows:
Level m2 DM/m2 monthly rent in DM
----- -- ------ ------------------
Area 1,721.83
at the end of the 1st rental year 2002 20.57 DM 35,426.40
at the end of the 2nd rental year 2003 20.95 DM 36,064.08
at the end of the 3rd rental year 2004 21.32 DM 36,713.23
Rent increases during the term of the graduated lease
agreement are not allowed, except for increases in
advance payments for utilities.
5.1.2. All aforementioned amounts are net amounts and Lessee
must pay additional VAT at the official rate applicable
at the respective times, at this time 15 percent.
5.2 Rent adjustment at the end of the 4th year of lease:
New negotiations regarding rent will be initiated as of
01.01.2005
5.3 not applicable
5
5.4 not applicable
5.5 Utilities
5.5.1 Utilities for the office and business premises,
in particular operational expenses, the cost for
care, maintenance, upkeep and repairs as well as
for the cleaning of shared facilities and
equipment, shall be distributed evenly among all
tenants according to the ratio of the area of
their leased space to the total area of leased
space within the office and business premises.
These utilities consist of:
a) reserved parking for cars (parking
spaces, underground parking garages),
traffic lanes, landscaping and other
external improvements as well as
exterior lighting;
b) other shared facilities and equipment of
a structural or technical nature, such
as, if applicable, entrances, all
toilets and sanitation, elevators,
sprinkler systems, etc. which are not
located within the Leased Premises;
c) property taxes;
d) building insurance, such as fire,
liability and tap water insurance;
e) fees for public street sweeping and
expenses for snow and ice removal;
f) electrical power supply for shared
facilities and equipment, garbage
collection, water supply and sewage
disposal incl. public fees, insofar as
these expenses are not the
responsibility of the individual
tenants. Included is, in particular,
water usage connected with shared
installations and facilities (e.g.
heating systems, sprinkler systems,
etc.);
g) security, janitorial and consultation
services for the office and business
facilities, including the hiring of
required personnel, especially the
expenses for building personnel
(building inspector, building
technician, etc.);
h) alterations to the existing shared
facilities and installations needed due
to official requirements established
after construction of the Leased
Premises;
6
i) neon signs, collective sign
installations, interior and exterior
building signage, including signs in
public traffic areas, flag poles, flags
and the like, which are not related to
individual tenants, but to the Leased
Premises; furthermore, the installation
of such equipment as well as the rental
of space required for their
installation;
j) expenses for cleaning the area of
Entrance 303 b;
k) expenses for local building management,
as well as all utilities according to
Exhibit 3, Section 27 II AR.
Lessor has the right to establish a new scale
for the distribution of utilities (as a whole or
as individual types of expenses) at any time -
whereby the new scale may also be applied to the
running accounting period - as long as it is
appropriate.
5.5.2 not applicable
5.5.3 Lessor has the right to allocate the cost for
further services, which may be allocated under
section 5.5.1., to third parties.
5.5.4 Lessor has the right to also include those costs
for utilities which have not yet been incurred
at the commencement of the Lease Agreement in
the utilities statement and xxxx the tenants
proportionally.
5.6 Heating expenses
5.6.1 The costs attributable to the leased areas, such
as the costs for operation (including control),
care, maintenance, upkeep and repairs as well as
for cleaning the heating system, shall be
distributed evenly among all tenants according
to the provisions regarding heating expenses at
a rate determined to 50 percent by usage and to
50 percent by the size of the used space.
5.6.2 The heating expenses attributable to the shared
facilities and installations of the office and
business facilities shall be paid for by all
tenants evenly according to each tenant's total
leased space in relation to the total leased
area of the commercial building. Insofar as the
usage is not determined by measurements, the
calculation of these costs shall be based upon
the ratio between shared areas to be heated and
total areas to be heated within the Leased
Premises.
5.6.3 not applicable
7
5.6.4 Section 5.5.1, last sentence (establishment of a
new scale of distribution) applies to the
expensed mentioned in sections 5.6.1 and 5.6.2
accordingly.
5.6.5 The heating period lasts from October 1st of any
given year until May 31st of the following year.
Furthermore, Lessee is only entitled to heating
during normal business hours. Lessor reserves
the right to make changes hereto.
5.7 Sales tax
See section 5.1.2
5.8 not applicable
5.9 Rent Payments and Accounting and Cost Allocation
5.9.1 Rent is payable monthly in advance, no later
than on the third business day of each month.
Determination whether a payments is on time
shall be based upon the day on which it is
received by Lessor or credited to Lessor's
account.
5.9.2 All payments must be made to Lessor or to the
person or agency authorized by Lessor to receive
them. Upon request by Lessor, Lessee shall make
payments by method of direct debit transfer
using the attached form.
5.9.3 not applicable
5.9.4 not applicable
5.9.5 Lessee shall make monthly prepayments towards
the expenses described in sections 5.5.1
(utilities for the office and business
facilities), 5.6.1 and 5.6.2 (heating expenses)
together with the minimum rent, initially in the
amount stated in 5.1. Section 5.6.1 is applied
accordingly. Unless explicitly agreed upon
otherwise, an annual statement regarding the
prepayments will be issued to Lessee. Any
differences between the final billed amount and
the prepaid amount shall be either paid by
Lessee within four weeks from receipt of the
statement or reimbursed by Lessor, whichever may
apply. Upon Lessee's request, Lessor shall grant
Lessee the opportunity to review the accounting
records at the administrative offices of
Lessee/manager at a scheduled time within the
above mentioned four week period.
8
The statement is considered approved if Lessee
has not contested it in writing by stating his
reasons within another period of four weeks.
Lessor may reassess prepayments if it is obvious
that the prepayments do not cover the projected
costs, and he can do so during an accounting
period or at the time the tenancy commences.
5.9.6 According to section 5.5, all expenses
pertaining to a particular billing period for
which Lessor has been billed shall be invoiced.
Invoices pertaining to past billing periods
which are received after the period has ended
are included in the next statement. If tenancy
commences within a billing period, Lessee shall
be billed on a pro- rated basis.
5.9.7. If a payment is overdue, Lessor shall have the
right to charge an administrative fee of DM
10.00 per reminder to pay, plus interest for
default which shall be 5 percent higher than the
base interest rate of the Bundesbank [German
central bank], which is 4,26 percent at this
time, unless the sustained damage is verifiably
less.
Furthermore, in case of delinquency Lessor may
demand the surrender of the property placed as a
lien and dispose of such property by means of
unrestricted sale.
5.9.8 If a payment made by Lessee is not sufficient to
cover all of its accrued debts, Lessor shall
have the right, regardless of any dissenting
statement made by Lessee, to apply the payment
first to the not legally enforceable and not
legally pending and finally to the legally
enforceable debt, first to the older and then to
the newer one.
5.9.9 In regards to rent or other charges made by
Lessor based upon this Lease Agreement, Lessee
may neither exercise a right to withhold payment
(right to withhold performance) nor offset the
charges against a contested counterclaim or a
counterclaim that has been determined to be not
legally valid. A right to mitigate only exists
if it is explicitly provided for under the Lease
Agreement.
5.9.10 Lessor shall not owe interest on overpaid rent,
prepayments and other billed amounts.
5.10 The disposal of packaging materials etc. shall be the
duty of Lessee. All expenses connected with the disposal
shall be paid by Lessee. If Lessor arranges the
disposal, the resulting expenses shall be distributed
among the tenants under utilities according to section
5.5.
9
5.11 Should there be an increase in official charges (taxes,
fees, assessments), insurance premiums and the like
applicable to the property after the Lease Agreement is
entered into, or an introduction of new charges levied
upon the property, Lessor shall have the right to
distribute the extra costs incurred during the period
following the commencement of the Lease Agreement among
the tenants, based upon the their area of leased space
in relation to the total leased space within the office
and business facilities, unless another method of
allocation is mandated by law or decree.
5.12. Any increases in premiums for property insurance which
my arise due to the specific commercial use by Lessee
shall be paid by Lessee to Lessor. Any changes on the
part of Lessee which could lead to an increase in those
insurance premiums during the tenancy must be reported
to Lessor.
6. Security Deposit
Upon entering into this Lease Agreement, Lessee shall pay Lessor
a security deposit in the amount of DM 5,000.00. This security
deposit must be in the form of a performance bond through a
large German bank or financial institution governed by public
law. Lessor shall be authorized to use this bond to satisfy his
claims based upon this Leases Agreement if Lessee dose not
fulfill his obligations or does not do so completely or in a
timely manner. The bond serves as a means to cover all claims by
Lessor existing in connections with or arising due to the
termination of the tenancy. The bond must be surrendered after
termination of the tenancy as soon as and if it has been
determined that Lessor has no further claims against Lessee.
Furthermore, should the bond be used by Lessor during the term
of the lease, it must be replenished immediately by Lessee until
it is restored to its original amount.
7. Joint Advertising
not applicable
8. Advertising Equipment
8.1 In the interest of advertising in keeping with the
common character of the office and business facilities,
the installation and design of equipment serving the
purpose of advertising or sales promotion located
outside the Leased Premises shall require prior approval
in writing by the Lessor.
8.2 It shall be the responsibility of Lessee to obtain all
the necessary permits which may be hereto required by
law and to fulfill any imposed administrative
conditions, whereby all expenses shall be the
responsibility of Lessee.
10
8.3 Lessee shall be liable for all damage arising from the
installation of such equipment and must hold Lessor
harmless of all claims by third parties.
9. Safeguarding Collective Interests
Assuming that in the interest of all tenants a positive general
impression of the Leased Premises must be maintained, Lessee
shall promise to comply with the following provisions:
9.1 not applicable
9.2 Lessee shall be required to use the Leased Premises
during the entire term of the lease without interruption
according to the stated purpose; Lessee shall not leave
the Leased Premises unused or empty, either as a whole
or in part.
9.3 not applicable
9.4 not applicable
9.5 Lessee shall use the Leased Premises in keeping with the
character of the office and business premises. It shall
abstain from any actions of a nature which could be
detrimental to the legitimate interests of other tenants
or have a negative effect on the office building.
9.6 not applicable
9.7 not applicable
10. Electricity, Heat (Gas) and Water
10.1 The existing lines for electricity, heat (gas) and water
(supply media) may be used - if available - by Lessee
only to the extent that its use does not exceed their
capacity. Lessee may meet excess needs by having supply
lines enlarged at its own expense after obtaining
Lessor's prior written consent hereto.
10.2 For its gas and/or electrical needs, Lessee shall have a
meter/meters installed by firms authorized to do so at
its own expense; payment for gas or electricity shall be
Lessee's responsibility.
10.3 Water meters are installed for the purpose of
determining water use. The cost for water supply and
sewage disposal shall be carried by Lessee based on use
and shall be distributed among the tenants and billed
under utilities.
10.4 Meters are to be kept accessible and easily readable.
11
10.5 In case of disruptions or damage to the supply lines,
Lessee shall be responsible for immediate shut-off. If
it is unable to do so or if the disruption or damage
affects other tenants, Lessee or his agent shall be
require to notify Lessor immediately.
10.6 In case of changes to or interruptions in the supply of
electricity, heating or water or the disposal of sewage
due to circumstances not caused by Lessee, or if
flooding or other events of a catastrophic nature should
occur, Lessee shall have no right to withhold rent or
seek damages from Lessor.
11. Maintenance and Repair of Leased Premises
11.1 Lessee shall be responsible for the care, maintenance,
cosmetic repair, upkeep and repair of the leased space
and/or the interior of the leased rooms as well as the
doors and windows of the exterior facade at its own
expense. This shall also apply to technical equipment
(such as electrical and sanitary installations, etc.) to
the extent that this equipment is located within the
Leased Premises and is used exclusively by Lessee.
Cosmetic repairs in particular shall be carried out by
Lessee in a professional manner at regular intervals -
sanitary installations and kitchen areas every 3 years -
the remaining office spaces every 4 years.
Work on technical installations may only be done by
professional companies.
11.2 If Lessee does not fulfill any of the above obligations
within a reasonable grace period set by Lessor in spite
of a written request by the Lessor, Lessor shall have
the right to have the required work done at Lessee's
expense. A warning of dismissal by Lessor shall not be
required. Should a delay pose a danger, not grace period
shall be necessary.
12. Structural Alterations by Lessee
12.1 Structural alterations by Lessee, especially remodeling
and incorporation of fixtures and fittings,
installations, as well as putting bars on windows, may
only be carried out with prior written approval by
Lessor. If approval is granted by Lessor, Lessee shall
be responsible for obtaining all necessary permits. All
expenses for structural alterations (including any
official fees) shall be paid for by Lessee.
12.2 Installation of transmission devices (e.g. exterior
antennae, access cables, etc.) shall require prior
approval in writing by Lessor.
12
12.3 Lessee shall be liable for any damage arising from any
construction measures taken by Lessee.
13. Lessee's Liability
13.1 Lessee shall be liable to Lessor for any damage caused
to the Leased Premises by Lessee, members of its family
and its employees, as well as hired craftsmen, their
workers and assistants, delivery personnel, clients and
other related persons. Lessee shall be liable, in
particular, for any damage due to improper use of
high-voltage and low-voltage power lines, bathroom and
sanitary installations, sprinkler and heating systems,
or failure to close doors or carry out other duties
(e.g. lighting, etc.). In such cases it shall not matter
whether the party causing the damage is at fault.
13.2 Lessee shall also be liable to Lessor for any damage to
any and all buildings, gates, parking facilities and
traffic lanes caused by delivery and pickup of
merchandise, in particular by its own or other vehicles
and not due to normal wear and tear. Section 13.1
sentence 3 shall apply accordingly.
13.3 Lessee shall repair any damage for which it is liable
under sections 13.1 and 13.2 immediately. If it does not
meet this obligation within the deadline set by Lessor
even after receiving written notice, Lessor may have the
necessary work done at Lessee's expense. A warning of
dismissal by Lessor shall not be required. Should the
damage pose a danger or the whereabouts of Lessee be
unknown, a written warning and setting of a deadline
shall not be required.
13.4 If Lessor is responsible for repairing damage on or in
the building or Leased Premises, such damage must be
reported to Lessor immediately. If Lessee fails to do
so, it shall be liable for any damage due to the delay.
14. Improvements and Structural Alterations by Lessor
14.1 Lessor may carry out improvements and structural
alterations for the purpose of expansion and extension
of the office and business facilities, of preservation
of the building or Leased Premises, of protection from
impending damage or of repair of defects or damage
without Lessee's consent. This shall also apply to work
which, although not necessary, is useful, such as the
modernization of the building and Leased Premises.
Lessee shall keep the affected sections of the Leased
Premises accessible; it may not impede such work being
carried out; it shall be required to tolerate the
inconveniences, in particular odors, dirt, and noise,
caused by the above mentioned measures.
13
14.2 As far as Lessee's tolerance of the work is concerned,
Lessee shall only be entitled to reduce the rent if the
work results in substantial interference with its use of
the Leased Premises.
15. Yielding of Leased Premises
15.1 The conversions, incorporation of fixtures and fittings
and installations carried out by Lessee are only for
temporary purposes. Therefore, they do not become part
of the building (Section 95 BGB).
15.2 At the termination of the Lease, Lessee shall be
required to yield the Leased Premises - subject to
regulations to the contrary and irrespective of their
condition at the commencement of the Lease - as follows:
a) All removable equipment as well as all fittings
installed by Lessee shall be removed;
b) all exterior advertising shall be removed;
c) the leased space is to be turned over in clean
and tidy condition;
d) any and all keys in Lessee's possession - even
those for lockable fixtures installed by Lessee,
shall be turned over to Lessor.
16. Lessor's Access to the Leased Premises
16.1 Lessor or its agents shall have the right to access the
Leased Premises any time within Lessee's normal business
hours.
16.2 Lessee shall ensure that rooms can also be entered in
its absence. If it does not fulfill this obligation, it
shall be liable for any and all damage due to undue
delay, such as when entry was not possible in case of
impending danger.
17. Assignability of Use of Leased Premises
17.1 Subletting or any other assignment of use to third
parties by Lessee shall only be permitted with Lessor's
prior consent in writing. Lessor's consent must also be
obtained regarding the provisions for
subletting/assignment of use proposed by Lessee. Section
549 paragraph 1, clause 2 BGB shall not be applied. In
case of subletting/assignment of use, Lessee assigns, in
advance, the rent it is entitled to receive from the
third party, including the security deposit, up to the
amount which Lessor is entitled to, as a precaution to
Lessor.
17.2 For companies, a change of principal or of a general
partner or a change in legal form shall constitute an
assignment of use to a third party. Lessee
14
must immediately report such developments as well as
changes in regards to business permits or other
important matters affecting the Lease to Lessor in
writing.
17.3 In case of the sale of Lessee's entire business or a
portion of the business, this Lease Agreement shall be
transferred to Lessee's legal successor, if Lessor
consents to it in writing.
18. Reconstruction Clause, Business Interruptions
18.1 Should the Leased Premises or shared facilities be
totally or vastly destroyed or damaged due to
construction errors, fire, explosion, lightning, a
storm, an act of God, the effects of war or other
circumstances, this Lease Agreement shall only expire
after Lessor has declared that it will not rebuild.
Insofar as the use of the damaged or destroyed Leased
Premises under the Lease Agreement is no longer
possible, Lessee's obligation to pay rent rests
commencing on the day following the event causing the
damage. In case of partial destruction or damage, the
obligation to pay rent shall lapse pro rata. After
reconstruction has been completed, the provisions
regarding handing over and payment of rent shall apply
correspondingly.
18.2 Business interruptions within the office and business
facilities - for whatever reason - which are beyond
Lessor's control shall not affect Lessee's obligation to
pay rent as long as those interruptions can be remedied
within a reasonable amount of time. Lessor shall have
the right to have the office and business facilities
vacated during daily business hours for safety reasons
and to have access to the site of the office and
business facilities cordoned off.
18.3 In cases described in sections 18.1 and 18.2 above,
Lessee shall only be entitled to compensation for
damages under the provisions set forth in section 19.1.
Lessee may only exercise other rights if Lessor is
responsible for the business interruption.
19. Lessor's Liability, Insurance
19.1 Lessee shall only be entitled to compensation for
damages in case of gross negligence by Lessor or its
vicarious agents; such entitlements in cases of gross
negligence shall be limited to the type and extent of
coverage provided by an adequate liability insurance
contract entered into by Lessor.
19.2 Furthermore, in case of a defect in the Leased Property,
Lessee may only make a claim for damages if the damage
or curtailment of use is substantial. The same shall
apply to a reduction in rent, which, in addition,
15
shall only be permissible if it is announced in writing
one month prior to the due date of the affected rent.
19.3 Lessee shall be obligated to purchase the following
insurance policies at its expense and to furnish proof
of such a purchase upon Lessor's request:
a) fire as well as tap water insurance including
coverage for waste water damage to personal
property, such as fixtures and materials;
b) liability insurance for personal injury,
property and asset damage up to the limits of
coverage customary for the line of business
Lessee is conducting.
20. House Rules
20.1 In the interest of peaceful coexistence, any
interference with the other tenants must be avoided.
This shall apply in particular to noise and odors.
Lessee shall be liable for any and all damages due to
its non-compliance with these rules and must take
immediate remedial action in case of a complaint. This
shall apply even if Lessee is engaged in a line of
business usually associated with noise and odor
emissions.
Lessee shall take, at its own expense, all necessary
structural and business measures (especially those
required by law) to prevent unacceptable emissions,
especially emissions of noise and odor, from Lessee's
business premises to neighboring areas of the Leased
Property. This shall also apply for other areas outside
the business premises. If necessary, Lessee shall, upon
request by Lessor, install its own exhaust system.
Lessee shall be required to keep this system in good
working order at all times, to make sure that it
complies meets official requirements and regulations and
is operating continuously.
20.2 Lessee shall be responsible for the adequate cleaning of
its leased space, including, in particular, the facades
and/or store window areas, and must ensure adequate
ventilation, heating and lighting in its rooms, to the
extent that Lessee has control over these matters. It
shall be Lessee's duty to clean areas even if they are
outside the Leased Property at any time if the dirt has
been caused by its business.
If Lessee does not meet these responsibilities in
accordance with regulations, Lessor shall have the right
to have the dirt removed at Lessee's expense.
20.3 Unauthorized persons shall be prohibited from accessing
the roof and the technical rooms.
16
20.4 Lessee must use the main traffic routes and necessary
emergency exits - if need be, according to Lessor's
instructions - and keep those as well as the entrances
to the buildings, traffic areas, courtyards, passages,
stairways, entrances to basements, etc. free of objects
of any kind. Sales, presentations of merchandise and the
placement of advertising media outside the Leased
Property shall only be permitted after Lessor's written
consent, which may be revoked at any time, has been
obtained in advance.
20.5 Lessee may only park its vehicles in the spaces
allocated for this purpose by Lessor. The same shall
apply to the vehicles of employees, visitors, and
delivery personnel. Lessee must instruct these persons
to comply with these provisions. Lessee shall not be
entitled to the allotment of such parking spaces; their
allocation may be revoked or changed by Lessor at any
time. The washing of vehicles on the property shall not
be permitted.
20.6 In case of the existence of shared major equipment
systems and facilities, such as central heating,
elevators, other technical systems, etc., provisions
regarding their usage must be complied with and the
instructions of the manager or building inspectors must
be followed.
20.7 Lessee may make useful changes and amendments to these
house rules; it is required to notify Lessor of such
changes and amendments in writing.
21. Miscellaneous
21.1 The Owner, DePfa Deutsche Pfandbriefbank AG, assumes the
cost for the interior fittings of the leased space Xx.
0, 0xx Xxxxx, approx. 118.83 m2. Owner also awards the
contracts for the interior fittings of the leased space.
21.2 not applicable
21.3 Lessee is aware that not all contracts of the tenants
located in the office and business facilities have the
same term. Lessee may not infer any rights based upon
the termination of other leases or the amount of rent
payable under such leases.
21.4 Lessor reserves the right to carry out structural
alterations outside the Leased Property and make changes
regarding the occupancy of the leased spaces. Lessor
does not guarantee that certain tenants or trades are
represented in the office and business facilities.
21.5 If Lessee changes its mailing address, a statement by
Lessor sent to the address last given in writing by
Lessee shall be considered received on the day it is
posted in the mail (date postmarked).
17
21.6 If Lessor consists of several persons, they assume joint
liability for all debts arising from the Lease
Agreement. For a statement by Lessor to be legally
valid, it is sufficient if made towards one of the
tenants. Statements of intent by one tenant are also
binding for the other tenants. Facts leading to a change
in tenancy for one tenant have to be accepted by the
other tenants as having the same kind of effect on them.
21.7 Lessor shall have the right to transfer its rights and
duties under this contract to another company, unless
such a transfer jeopardizes the continued proper
performance of the contract. Upon Lessor's announcement
of such legal succession to Lessee, Lessor ceases, with
all its rights and duties, to be a party in the Lease
Agreement with Lessee.
21.8 Any protection of Lessee from competition is excluded.
21.9 not applicable
21.10 Lessee consents to data regarding the Lease in
connection with the administration of the property being
stored on electronic data carriers. When processing such
data, Lessor shall comply with the provisions of the
German Federal Data Protection Act.
22. Final Provisions
22.1 The validity of this contract shall not be affected by
the invalidity of individual provisions or by gaps in
the provisions of the Agreement. An invalid provision or
gap in the provision is to be replaced or closed,
respectively, by a valid provision which conforms in its
meaning and purpose with the deleted or not provided
provision as closely as possible.
22.2 Agreements or assurances of any kind which affect the
Lease or the Leased Premises shall only be effective if
made in writing and if they bare the legally valid
signatures of Lessor and Lessee, unless a different wish
by the parties to the contract has been clearly
expressed. The same applies to changes and amendments as
well as the annulment of the contract or the clause
mandating that the agreements or assurances be in
writing.
Hamburg, dated: 11.30.2000 Hamburg, dated: 11.29.2000
DePfa
Verwaltungs- und
Xxxxxxxxxxx XxxX
Xxxxxxxxxxxxxx Xxxxx 00,
00000 Xxxxxxx
[signature] [signature]
------------------------------------- -----------------------------------
(Lessor) (Lessee)
XXXXXXXX XxxX
Xxxxxxxxxx Xxxxxxxx 000 x,
00000 Xxxxxxx
Phone: 040/00 00 00-0
Fax: 040/00 00 00-00
18
