EXHIBIT 10.2
COMMERCIAL LEASE
BETWEEN THE UNDERSIGNED
Xx. XXXXXXX XXXXXX
of French Nationality
Born October 24, 1939 at Saint Xxxx xx Xxxxx (45)
Residing at 000 Xxx xxx Xxxxxxxxxxxx 00000 OLIVET
Married by legal common law to
Mrs. MARYSE COTTETT
Hereafter referred to as the "lessor"
As one party
AND
THE CEFCA SARL
Company with limited responsibility
At a capital of 100 000 Francs
Of which the head office is located at 000 Xxx xx x'Xxxxxxxx 00000 OLIVET
Registered at RCS Orleans B 416 625 096
Represented by its manager Xx. XXXXX XXXXXXXX
Hereafter referred to as the "lessee"
As second party
THIS EXPOSED; THE FOLLOWING WAS CONVENED AND SETTLED
By those present, the lessor leases, conforming to the disposition stated in
decree # 53.960 of September 30th, 1953, to lessee, SARL CEFCA to accept the
property business stated below, located at 000 Xxx xx x'Xxxxxxxx 00000 OLIVET.
DESIGNATION
The premises in which the business is operating is situated on
terrain surface of 4.382m2.
- workshop capacity of. ..............................700m2
- office capacities of.................................55m2
- locker capacities of.................................45m2
- store capacity of....................................45m2
according to plan.
As mentioned places exist in their actual condition, the lessee will declare
these places visited and seen for the current lease.
A right of passage is consented by the lessee to profit Mr. and Mrs. COTTETT to
facilitate access to their house situated at the end of the courtyard, unless
the house is sold.
PROPERTY ORIGIN
The places leased by those present belong to Xx. XXXXXXX COTTETT, which he
acquired in front of attorney BOITELLE, an Orleans Notary.
LENGTH
The present lease is consented and accepted for a duration of nine whole
consecutive years counting from the date of the signing.
TRIENNIAL NOTICE PERIOD
In accordance with the disposition of Article 3.1 of the decree of September
30th, 1953, the lessee will have full responsibility to give notice of the
expiration each triennial. The lessor will have the same responsibility
understanding the dispositions of articles 10, 13 and 15 of the same decree,
invoked to rebuild the existing building, to renovate or undergo authorized
construction in a property restoration operation.
The party that will want to stop the lease described below will have to give
notice to the other party through an extra judiciary act in less then six months
before the expiration of the current triennial period.
DESTINATION OF THE RENTAL PROPERTY
The rental property must serve exclusively for water treatment activity.
The additional connected activity, the exercised on the rental property, for
several different activities performed other then those expected will only be
possible following the fixed conditions in Articles 34-8, included in the
September 30th, 953 decree.
CHARGES AND CONDITIONS
The present lease is consented and accepted under ordinary charges and condition
by law, as well as those following below, where the lessee is obligated to
execute, without power to request indemnity, or rental reduction.
CONDITIONS OF RENTALS
The lessee will accept the rental property in their existing conditions the day
of entry.
During the month of entry, a rental condition will be drawn up after hearing
both parties, which will paid by the lessor, with the exception being if the
lessee receives the rental property in perfect condition.
MAINTENANCE AND REPAIR
The lessee will keep the rental property in perfect condition, free local
repairs and maintenance under Article 1754 of the civil code. The lessor is
obligated to undertake major repairs under Article 606 of the civil code.
As to the other repairs stated in Article 606 and 1754 of the civil code, they
will be performed with consent and authorization of the lessor, and the lessee
will be responsible for all costs.
Should any of these repairs become necessary during the lease agreement, the
lessee will need to inform the lessor.
In case of a refusal by the lessor to execute the work incumbent of him, within
fifteen days of the summation by the bailiff, while recalling the present
clause, the lessee can be authorized by a judge of high authority in such
situation, ruling a judgment to proceed on the reparations in question.
The lessee can not claim any indemnity or rent reduction during the
construction, whatever the nature, past forty days.
AMELIORATIONS
The lessee shall support all transformation charges necessary for its activity
needs, including the construction stipulated by the administrative authority.
The lessee shall not demolish anything without the written authorization of the
lessor, including wall or partition drilling, re-distribution of floor
elevation. These constructions, if authorized, will give the lessor the right
for surveillance of the architecture, of which the lessee will pay the charges.
OCCUPATION-USE
The lessee shall use the rentals with care. He will not engage in, or let
anything be done to bring trouble to the neighborhood, particularly for sounds,
smells, smoke, or in general fashion abuse its use.
The lessee shall satisfy all city, sanitary, police security and health
regulation charges, as well as the regulations which could be imposed by urban
management, and those which could be created for replacement, in a manner where
the lessor will never be responsible for these matters.
The lessee shall not engage in, or let anything happen to deteriorate the rental
and will personally be responsible to warn the responsible to warn the lessor
without delay through writing, of any deterioration or degradation which might
be caused to the rental property, that immediate repair by the lessor.
The lessee shall keep the rental furnished with valued materials responding to
the exact rental payment and accomplished charges of the present lease.
The lessee shall not modify in any way the exterior of the building by adding
walls or decorations visible from the outside, or put up publicity panels,
without written agreement from the lessor under the strict and permanent
reservations of all regulations which might follow.
The lessee shall sweep the chimney and pipes, if any, at his own costs once a
year.
The lessee shall not demand of the lessor to have the building guarded by a
concierge or guardian, and will not ask for any indemnity in case of suppression
of these services.
The lessee shall not raise any complaint for service interruption of water,
electricity, gas or phone, resulting of construction or any other outside force.
In case of expropriation for public use occurrence, the lessee will not complain
to the lessor, all the lessee's rights being reserved against the expropriating
party.
In case of destruction of the building, total or partial, whether it is from age
or building defect, fortuitous or by any other cause not intended by the lessor,
the present lease will be cancelled in full right without indemnity.
RENTAL TRANSFER
The lessee personally undertakes the use of his business, whatever its nature,
"intuit personae" with consideration to the contract.
Thus, all contradicting operation of this obligation, notably the rental
management of the business, the constitution of the usufruct of the business,
subletting of the property, the ending of the right to lease, or of the
business, direct or indirectly, resulting in, for example. The changing of the
majority of the share capital of the lessee, or of a company contribution to the
lease or to the business is forbidden. The only exception being in the right of
transfer of the lease in Article 34-3-1 of the September 30th, 1953 decree, to a
successor in the business, conforming to the Article 3-1 of the decree, for
which the lessee must require written and prior consent of the lessor.
If the lessor agrees, the lessee will address a copy of the act to the lessor of
the operation conclusions, which involve the lessor.
The assignor will remain guarantor and sole respondent of the assignee for the
rental payments, charges and accessories with respect to the conditions of the
lease. This disposition applies to all successive transfers. All transfers must
take place under private agreement.
PRE-EMPTIVE RIGHT
The lessor reserves the pre-emptive right in case of a lease transfer. The
signification willhave to be sent by certified mail with acknowledgment of
receipt. It will have to take place within a month. If the lessor does not
respond within one month, he will loose the benefit of rights.
In case of a bankruptcy of judicial regulation, the trustee will stop the lessee
except under the indicated conditions in the previous paragraph.
RIGHT OF PREFERENCE FOR BENEFIT OF THE LESSEE
A right of preference in case of a wall transfer, is given at the same price to
the lessee by the lessor. It will be done by a certified letter with
acknowledgment of receipt. It must take place within one month. If the lessor
does not respond within one month, he will loose the benefit of rights.
CONDITIONS AND CHARGES
The lessee will pay all personal services, professional taxes, rental and other,
of any nature concerning personal activity of which the tenants are or could be
subjugated.
He will notably support the household garbage taxes, sweeping taxes, property
taxes, all new additions, municipal taxes, or other tax increases which might be
created of certain nature and some denominations, and will reimburse the lessor
the amounts advanced to him for that subject.
He will satisfy all city charges, police and garbage collection, of which the
tenants are ordinarily responsible for, in any manner which the lessor could not
be bothered or wanted for.
INSURANCE
The lessee must personally insure himself against all damage caused by
development which will affect the rental property, as well as those caused by
development which will affect the renta; property, as well as those caused
against personal property, material, merchandise, or any other items he owns or
keep for any reason, to renounce these and his insurance company at all recourse
against the lessor and his insurers.
He will insure all proper risks at his use to a notorious and credited company
(for fires, explosions, water damage etc.) As well as for rental risks.
The lessee must declare within seven business days prior to the insurer as well
as to the lessor all accidents affecting these goods, whatever the importance,
or should there never be an appearant damage.
The lessee will guarantee all financial consequences of the responsibility,
which he could encounter concerning the neighbors or third parties in general.
The lessor will on his part renounce his subrogated insurers at all recourse
against the lessee and his insurers under the reservation of reciprocation.
The lessor is reminded that the abandoning of the reciprocated recourse stated
above will not be valid if the responsible party for the damages committed an
intentional or severe fault.
The lessee will have to justify the entirety of his contracts and payment of
premiums according to the lessor's first demand.
In the case where merchandise stored in storage brings extra costs, insurance
related, for the lessor, the lessee would reimburse him.
VISITATION OF RENTALS
The lessee will allow the lessor, his architect, all contractors and workers to
penetrate the rentals to determine their condition, with the presence of the
lessee.
He will allow the lessor to visit with potential lessees, when the lease is
almost due, or in cancellation, for a period of six months prior to the lessee's
departure. He will support the written apposition or posting in convenient
places for the lessor during the same period.
RENT
The present lease is consented and accepted averaging a monthly payment of 12
000 Francs (twelve thousand Francs) in principal without taxes.
The present rent is submissive to V.A.T. (Value added tax.)
The charges will paid by the lessee through a provision at the end of the year
by justification of the detailed xxxx by the lessor.
The rent will be paid each month, in advance, and the first payment will
retrospectively take place on September 1, 1998.
REVISION OF RENT
The rent , as stated above, will be submissive to an annual adjustment, which
will not under any circumstance, be confused with the legal revision of the
rent. Consequently, the rent will be increased or decreased in full right and
without any judicial formality each year, at the anniversary date of entry,
proportional to the variation of the national index of construction cost
established by the National Institute of Statistics and Economical Studies
(INSEE), (based on 100 in the 4th trimester of the year 1953.)
Retained as a reference index, the last one published for rents is in the 1016
index.
The comparison index serving to calculate the revision will be the last
published index for the anniversary date taking effect from the lease.
In the circumstance of suspension of the aforementioned index, without
coefficent and connecting index following, it will be legally substituted, or if
the index is revealed or inapplicable, the most used by the court division of
commerce, for business material estimation and commercial rent.
Each time this clause is used, the rent will be raised or lowered by more than a
quarter as opposed to the proceeding set contract. Or by a judge's decision.
Each party ill be able to take up the issue with the judge in order to use the
"stepladder" for reaching the rental value.
SECURITY DEPOSIT
To guarantee the execution of the lessee's obligations, he will pay the lessor a
sum of 24 000 Francs (twenty four thousand francs) corresponding to two monthly
leasing terms.
This deposit will be made at the convenience of the lessor at his first demand.
This sum is used to guarantee the execution of the charges by the lessee's
clauses and obligations expected in virtue of him for present lease.
This sum will remain at the disposition of the lessor until the lease expires in
guarantee of the regulations, should the lessee owe the lessor at his departure.
In case of termination of the present lease due to th e non-execution of one of
the conditions for one reason or another attributable to the lessee, the deposit
will guarantee the lessor the needs for damages/interest, without prejudice of
all others.
The formal agreement given as a security deposit is not productive of any
interest.
It is formally agreed that in case of rental variation in the xxxxxx in virtue
stipulated above, or of any other legal revision, this sum will have to increase
or decrease in the same proportion to be in harmony with the new rent.
Consequently, the lessee will first increased term, this guarantee deposit,
SOLIDARITY AND INDIVISIBLITY
The resulting obligation of the present lease for the lessee, will constitute
for his successor or party entitled, or any other person held for payment to the
execution of a solidarity and indivisible charge.
NON COMPETITION CLAUSE
The lessor is forbidden to exploit directly or indirectly, included the rental
to a third party, in the rest of the building or buildings adjacent to, a
business which the lessee claims to exercise.
RESOLUTION CLAUSE
In case of fault of perfect execution by the lessee, even minimal, of the
obligation issues present in the contract, the contract will be terminated in
full right month after the emission of the unsuccessful command to execute,
without the needs for other formalities.
The eviction of the lessee and the other occupants of his use, will have right
by virtue of a simple order of summary proceedings without prejudice of costs,
damages and interests, and without the effect of the present clause being
annulled by other true offers, passed the time frame indicated below.
In this case, an indemnity of the monthly occupation equal to the value of a
quarterly lease will be due to the lessor. The lessor will acquire the security
deposit.
TOLERANCE AND MODIFICATION
Those present express the whole agreement included between the parties relative
to the present lease. All previous agreements, written or oral must be
considered nullfied.
The same stands for all modifications by those present that can only result in a
written bilateral document. I cannot in any circumstance be deducted by
tolerance. The lessor can at any time demand to respect all clauses of the
present lease.
REGISTRATION
The parties requiring the registration of those present by right provided in
Article 739 of the general tax code.
CODE
All costs, rights and fees of those present, and the lessee to which he will
oblige will support their followers.
ELECTION OF DOMICILE
To execute the following, the parties will elect a domicile:
8. the lessor at his personal domicile,
9. the lessee in his rental property
DRAWN UP IN 6 EXEMPLARIES ON JULY 16TH, 1998
THE LESSOR THE LESSEE
/s/ Xxxxxxx Xxxxxx THE CEFCA SARL
/s/ Xxxxx Xxxxxxxx
