LEASE
THE UNDERSIGNED PARTIES:
The company known as CENTRALE MONCEAU, a non-trading company with a capital
of 421,052,700 francs, recorded in the Commercial and Corporate Register of
Paris at No. D 309.361.467, whose headquarters are located at 00 Xxx Xxxxxxx,
00000 XXXXX, represented [by] GFF GESTION Societe Anonyme, a limited-liability
company with capital of 62,930,000 francs, recorded in the Commercial and
Corporate Register of NANTERRE as No. B 379 010 291, whose headquarters are
located at the Tour Franklin - 000/000 Xxxxxxxx Xxxxxxxxx, 00000 XXXXXXX,
xxxxxx represented by Xxxx Xxxxxx,
hereinafter referred to as the "LESSOR",
PARTY OF THE FIRST PART,
AND:
the company known as APSYLOG, a limited-liability company with capital of
2,000,000 francs, recorded in the Commercial and Corporate Register of Paris
at No. B 340 816 164, whose headquarters are located at 00 Xxx Xxxxxxxxxxx xx
Xxxxx 00000 Xxxxx 01, represented by its chairman and chief executive
officer, Xx. Xxxxxx Xxxxx,
hereinafter referred to as the "LESSEE",
PARTY OF THE SECOND PART,
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HAVE REACHED AND ENTERED INTO THE AGREEMENT SET FORTH IN THE FOLLOWING ARTICLES:
The parties expressly agree that for their common purposes, the leased premises
shall form an indivisible whole.
The Lessor hereby leases to the Lessee, who accepts, the premises designated
hereinbelow.
ARTICLE 1 - DESCRIPTION:
BUILDING:
TOUR FRANKLIN
100/101 QUARTIER BOIELDIEU
92800 PUTEAUX
LEASED PREMISES:
- ON THE 24TH FLOOR, AN OFFICE AREA CONSISTING OF APPROXIMATELY 838.40 SQUARE
METERS, INCLUDING A PORTION OF THE COMMON AREAS MEASURING 94 SQUARE METERS,
ALONG WITH A FILING SPACE OF APPROXIMATELY 31 SQUARE METERS, IN ACCORDANCE
WITH THE DATAQUEST DIAGRAM OF THE PREMISES, AS ATTACHED HERETO,
UNFURNISHED.
- UNDERGROUND AND OUTSIDE THE AREA CONTROLLED BY THE TOUR, THE LEASE OF THE
ABOVE-MENTIONED PREMISES ALSO ENTITLES THE LESSEE TO 4 NON-ASSIGNED PARKING
SPACES,
in as-is condition, with no exceptions or reservations, and with no need to
provide a more detailed description, inasmuch as the Lessee, who declares that
it is thoroughly familiar with the said premises.
It shall be specified that any errors in the foregoing description shall not
justify any reduction or inrease in the lease fee, inasmuch as the Lessee
acknowledges having received all of the information relating to the nature and
condition of the premises.
Therefore, the Lessee waives in advance any and all discussions, disputes, or
claims regarding the location and surface area of the building, the nature of
the work, and the quality or specifications of the construction.
ARTICLE 2 - DURATION:
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The present lease is hereby granted and accepted for a period of nine (9) full
and consecutive years, starting on MARCH 15, 1995 and ending on MARCH 14, 2004.
The lease may be terminated every three years, at the sole initiative of the
Lessee, provided that non-judicial notice is forwarded to the Lessor six months
prior to expiration of the lease.
By express agreement of the parties, the Lessee waives the option of giving
notice upon expiration of the first three-year period, i.e., on MARCH 14, 1998.
ARTICLE 3 - USE:
The leased premises shall be used for business offices. The Lessee may use the
premises to engage in its business activity, i.e.:
- The provision of data-processing services and advice (NAF Code No. 7222)
The above-mentioned purpose shall be stipulated to the exclusion of any and all
other purposes, and the Lessee shall not be authorized to change this
attribution through the substitution or addition of activities.
ARTICLE 4 - CHARGES, TERMS, AND CONDITIONS:
The present lease shall be granted pursuant to the following charges, terms, and
conditions, with which the Lessor shall undertake to comply:
4.1 The Lessee shall take possession of the leased premises in the
condition in which the premises are found on the day on which the
lease becomes effective. At no time and under no pretext whatsoever
shall the Lessee be entitled to require any work of any kind
whatsoever. A site report, containing observations by both parties,
shall be prepared before any work performed by the Lessee is begun,
and in any event before the lease becomes effective.
4.2 The Lessee shall furnish the leased premises and keep them furnished,
with furniture, movable objects, and merchandise in sufficient
quantity and of sufficient value to enable payment of the rent and
compliance with all of the terms and conditions of the lease, and to
allow the Lessee to engage in its business activity in a continuous
manner.
4.3 In order for the leased premises to remain in good condition, free
from all degradation or
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deterioration of any kind, the Lessee shall, during the course of the
lease and at its own expense, perform all repairs and all maintenance
work of all kinds that may be necessary, including work involving the
closing of various areas, carpets, tiles, locks, plumbing, woodwork,
sanitation facilities, etc. The foregoing list is purely illustrative
and in no way limitative. Major repairs, as described and defined in
Article 606 of the Civil Code, shall be performed at the Lessor's
expense.
4.4 The Lessee shall use the leased premises with care, and shall return
them at the end of the lease in good condition in terms of all minor
local repairs.
4.5 The Lessee shall personally handle, in a timely manner, the matter of
obtaining all civil, administrative, and/or other authorizations or
permits that may be required for use of the premises and/or in order
to engage in its business activity, so that the Lessor shall not be
disturbed by, or concerned with, this subject.
4.6 The Lessee shall not cut through any walls, or make any changes in
their arrangement, without the express written consent of the Lessor.
If consent is granted, the work shall be carried out under the
supervision of the Lessor's architect, at the expense of the Lessee,
under control by the building's property manager and in compliance
with the regulations governing high-rise buildings.
4.7 Any work, beautification, improvements, and/or installations executed
by the Lessee shall remain the property of the Lessor, with no
indemnification by the Lessor, unless the Lessor opts to require that
the premises be restored to their original condition, at the Lessee's
expense.
4.8 The Lessee shall allow any and all repairs, regardless of their
duration (up to or exceeding 40 days) that are performed within the
building, in the courtyard, on the public road, or on the neighboring
buildings, regardless of the inconvenience caused to the Lessee by
such work. In such a case, the Lessee shall have no recourse against
the Lessor, and shall not be entitled to seek any indemnification or
reduction in the rent, even if the building services should be
interrupted for any reason whatsoever.
4.9 In pursuing its business activity and in its use of the leased
premises, the Lessee shall comply, in such a way that the Lessor is
never inconvenienced or disturbed, with the laws, regulations,
administrative and/or civil provisions, safety and health rules, rules
of the road, police regulations, rules relating to dealings with the
public, and/or any other rules or regulations, and with the contents
of the specifications attached hereto, as well as the regulations
issued by the Property Owners' and Managers' Association in the zone,
and with the provisions of the Co-ownership Regulations.
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The Lessee shall also pay all of the charges, expenses, taxes, and
various other items for which it or the Lessor may be responsible in
connection with the above-mentioned regulations and/or legal
provisions.
4.10 Under no circumstances, and in no way, shall the Lessor be responsible
for any thefts, embezzlement, or difficulties with neighboring
leaseholders to which the Lessee may fall victim within the leased
premises. The Lessee shall personally make arrangements, in the
manner that it deems appropriate, for the safety and monitoring of the
premises.
The Lessee shall be the sole party responsible or liable for any and
all difficulties with neighboring leaseholders caused by the Lessee,
such that the Lessor shall never be disturbed or inconvenienced in
this regard.
4.11 The Lessor shall remit accurate payments for personal property
contributions, professional and other taxes, all lease-related taxes
(including, in particular, the taxes that ensure the provision of
services such as streetsweeping, lighting, police services, and road
work) for which leaseholders are customarily charged, and shall
reimburse the Lessor for the land-use tax and the annual tax on office
premises located in the Ile-de-France region, as created by Article 40
of the Amending Finance Act for 1989. Generally speaking, the Lessee
shall remit exact payment of all contributions and/or taxes that are
currently in existence or that may be created in the future.
4.12 The Lessee shall allow free access to the leased premises by the
Lessor or its agent, its architect, and all contractors, and shall
allow all necessary work to be performed, with the understanding that
the Lessor shall notify the Lessee 48 hours in advance, and provided
that the visit shall take place on a business day.
4.13 As soon as notice has been given, or even in the event that the leased
premises are sold, the Lessee shall allow visits on business days and
during business hours, and shall allow an advertising placard to be
placed in the windows. The Lessee shall also give the Lessor advance
notice of its intent to vacate the premises, doing so at least one
month in advance, in order to allow the Lessor to submit the proper
legal declarations to the revenue authorities.
A report on the premises shall be prepared, with comments by both
parties, no later than the day on which the lease expires. Following
the preparation of the report, the Lessee shall return the keys to the
Lessor. The said report on the premises shall include a list of
repairs to be performed by the Lessee.
4.14 In the event of the legal reorganization or liquidation of the Lessee,
or in the event of the
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death of the Lessee (if the Lessee, as the result of an assignment or
transfer, were a natural person), the heirs, assigns, and/or agents of
the Lessee shall be jointly, severally, and indivisibly liable for
payment of the lease fees, charges, and related expenses in connection
with the execution of the present lease agreement, and without being
entitled to invoke the advantage of separability. The said heirs,
assigns, and/or agents shall also, and under the same conditions, pay
the costs of the notification mentioned in Article 877 of the Civil
Code.
4.15 Any leniency that the Lessor may display during the execution of the
present lease agreement, regardless of its duration, shall not entail
any change in, or elimination of, the present terms and conditions.
4.16 The Lessee shall honor and comply with the existing organization in
terms of the management of the building, whose management should be
organized in such a way that a single party is responsible for the
common services (e.g., elevators and vertical traffic, heating, waste
disposal, cleaning, social services, safety services, the use of
reserved parking spaces, arrangements involving catering trucks,
etc.).
4.17 The Lessee shall not engage in any commercial activity in the parking
areas.
4.18 The Lessee shall be bound by the decisions of the Authorized Property
Management Association, as created by the Public Planning Council for
the La Defense Region and by the public authorities, of which the
Lessor is a member, with regard to the management and maintenance of
projects of general interest to Zone A in La Defense.
4.19 The Lessee shall be bound by all of the provisions that have been
implemented, or that may be implemented in the future, with regard to
safety. It shall be stipulated here that the Lessee shall henceforth
undertake the task of creating, by stages, a local safety group whose
members shall be selected from among the Lessee's permanent employees,
and which shall consist of a section leader and agents, who shall be
proportional in number to the size of the Lessee's work force. The
number of agents shall be equal to at least one twenty-fifth (1/25) of
the occupants of the section, with a minimum of five individuals.
4.20 The Lessee hereby undertakes unreservedly to obtain, from the public
administrative authorities, the necessary approval to occupy the
premises. However, issuance of the said approvals shall not
constitute a suspensive condition for execution of the lease.
4.21 The inter-company restaurant
The Lessee who holds possession of the inter-company restaurant located on the
ground floor of the Tower shall undertake, upon arrival on the premises, to join
and remain a member of all
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authorized present or future entities, such as associations, economic-interest
groups, or other types of organizations encompassing all of the users of the
inter-company restaurant.
The Lessee shall reimburse the Lessor or its agent for its participation in the
amortization and/or depreciation expenses associated with the investments,
operational and maintenance expenses, repairs, and renovations, along with all
costs, charges, and other expenses associated with the premises, equipment,
installations, and miscellaneous materials that constitute the inter-company
restaurant and the associated adjoining premises.
The present provisions shall constitute an essential and determining article of
the present lease.
ARTICLE 5 - TRANSFERS:
The Lessee shall not transfer its rights to the present lease, in any way or for
any purpose whatsoever, without the prior express written permission of the
Lessor, unless the transfer is being made to the purchaser of the Lessee's
assets or business, in which case the Lessee shall remain a guarantor, jointly
and united with its transferee or with the beneficiary of the change.
No transfer shall take place if the Lessee is not completely current in its
payment of the rent and related remittances that may be due.
The transfer shall be documented in a private or certified instrument, in which
the Lessor shall be invited to participate, through notice forwarded via a
registered letter with return receipt requested, at least 5 days in advance.
The transfer document must contain the Lessee's guarantee obligation.
The transfer shall be communicated to the Lessor in accordance with the
provisions of Article 1690 of the Civil Code.
ARTICLE 6 - SUBLEASING:
Any subleasing, even temporary or partial subleasing, or the simple occupation
of the premises by a third party in any way (free of charge, for domiciliation,
etc.), if the sub-lessee is not a subsidiary or a company that belongs to the
same group as the Lessee, shall be subject to the express consent of the owner,
who shall reserve the right to accept or refuse the said sublease, at its
discretion.
Any violation of this rule may cause termination of the present lease contract,
simply upon
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detection of the violation.
In any event, the leased premises shall constitute an indivisible whole for the
common purposes of the parties.
ARTICLE 7 - RENT:
The present lease shall be agreed to and accepted in consideration of an annual
basic rent, exclusive of taxes, in the amount of 1,050,000 FRANCS (ONE MILLION,
FIFTY THOUSAND FRANCS), which the Lessee hereby undertakes to pay to the Lessor,
along with the related remittances, in the form of four (4) equal payments, made
in advance, on January 1, April 1, July 1, and October 1 of each year.
A rent exemption for seven (7) months shall be granted to the Lessee as of MARCH
15, 1995.
Thus, the first payment shall include the rent for the period from OCTOBER 15,
1995 to DECEMBER 31, 1995.
STARTING ON MARCH 15, 1999, THE RENT SHALL BE 1,110,000 FRANCS, NET OF TAX.
All payments shall be made at the Lessor's domicile, or at any other location
designated by the Lessor.
Any and all payments of rent, charges, or other costs that are not remitted by
the due date shall lawfully incur penalty interest charges, calculated on a
daily basis, and payable with the principal amount, with the understanding that
the arrival of the due date shall constitute notice that payment is due.
The said interest shall be payable as of the due date, and shall be calculated
on the basis of the annual rate for advances on securities as set by the BANK OF
FRANCE, plus five points.
ARTICLE 8 - CONTRACTUAL ADJUSTMENT OF THE RENT:
The rent shall be increased or reduced, with full legality, each year on the
anniversary of the effective date of the lease, with no legal or non-judicial
formalities, proportionally to the change in the quarterly construction cost
index published by the I.N.S.E.E. [the French National Institute of Statistics
and Economic Surveys].
The reference index shall be the index for the SECOND QUARTER OF 1994, I.E.,
1018.
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The comparison index used to calculate the new rent shall be the index for the
same calendar quarter as the reference index, with a shift of one year, and so
forth for each year.
If the index selected for the review and adjustment of the rent should cease to
be published, the said review and adjustment shall be made by taking either the
replacement index or a new index selected by mutual agreement of the parties.
If an agreement is not reached, the new index shall be selected by judicial
means.
The present provision article shall constitute an essential and determining
article, without which the lease shall not be deemed to have been authorized.
ARTICLE 9 - CHARGES:
The Lessee shall reimburse the Lessor for the portion of all of the charges,
contributions, insurance, taxes, and provisions established by the Co-ownership
Property Manager, particularly for maintenance of the common areas, operation of
the common installations, and administration of the co-ownership, pro-rated in
accordance with the number of thousandths of general or specific charges
allocated to the leased lots.
The said reimbursement shall be made by means of a quarterly provision, paid by
the Lessee in conjunction with each rent, in an amount set at 95,437.50 FRANCS.
The Lessor shall reserve the right to change the amount of the said provision in
order to deal with fluctuations in charges. At the end of each annual period,
the total amount of the provisions paid in shall be adjusted in accordance with
the report drawn up by the property manager.
The Lessee shall underwrite all maintenance contracts and utility charges, and
shall provide documented evidence thereof to the Lessor in response to the
initial request. The Lessee shall pay all contributions relating to the
premises and to the use thereof.
ARTICLE 10 - INSURANCE:
10.1 The property manager shall provide insurance for the entire building,
at its reconstruction value, against the risks of fire, explosion,
freezing, storms, water damage, hurricanes, and falling aerial
navigation equipment, through a company that is known to be solvent,
and shall maintain the insurance throughout the entire term of the
lease.
10.2 The Lessee shall obtain and maintain, throughout the entire term of
the lease, insurance
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on its equipment, furnishings, and fittings, and also on all movable
objects present on the leased premises, against the risks of theft,
fire, explosions, water damage, and claims by neighboring tenants and
third parties.
The Lessee shall remain liable for the risks inherent in its
operations, including all accidents and/or damage for which it shall
be liable, and shall obtain an insurance policy against these risks.
10.3 Waiver of reciprocal recourse:
The Lessee shall waive, and shall cause its insurers to waive, any and
all recourse against the Lessor for any material and/or immaterial
damages caused by fire, explosion, water damage, freezing, hurricanes,
and/or storms, for which the Lessor shall be held, and acknowledged to
be, responsible.
Reciprocally, the Lessor shall waive, and shall cause its insurers to
waive, any and all recourse against the Lessee for any material
and/or immaterial damages caused by fire, explosion, water damage,
freezing, hurricanes, and/or storms, for which the Lessee shall be
held, and acknowledged to be, responsible.
10.4 Furthermore, for instances in which the nature of the products stored
by the Lessee would entail payment of an additional insurance premium
for the Lessor, the Lessee shall be required to reimburse the Lessor
for the said additional premium.
Moreover, the Lessee hereby undertakes to advise the Lessor, by means
of a registered letter, and soon enough to allow the associated
insurance company to be contacted in a timely manner, of any and all
losses of which the Lessee is aware, that may affect the overall
maintenance of the building, even if no obvious damage is visible.
The Lessee may be subject to the penalty of being held personally
liable for any damage for which, because of the omission or delay of
the said declaration, a claim could not usefully be submitted to the
company insuring the building.
10.5 The Lessee hereby undertakes to exercise all direct recourse relating
to thefts or deterioration to which it, its employees, or its vehicles
may fall victim, with the Lessor declaring, pursuant to the provisions
of Article 1725 of the Civil Code, that it shall not take
responsibility for any difficulties that may be brought to its
attention by third parties, and declining all liability for any
accidents of any kind that may occur as a result.
ARTICLE 11 - TERMINATION:
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In the event of non-payment of a single rent payment or related charges exactly
when due, or in the event of non-compliance with any one of the other terms
and/or conditions of the present lease agreement, and one month after a simple
demand for payment or a summons containing a statement by the Lessor of its
intention to exercise the provisions of the present article that has remained
unanswered, the present agreement shall be terminated in a wholly lawful manner,
and the Lessee may be evicted pursuant to a simple court order issued in
connection with the demand for payment and/or the summons to perform that has
remained unanswered, without any need for formal legal proceedings, and in spite
of any and all other subsequent offers to pay or to perform.
In the event of the liquidation of assets or legal reorganization, the present
lease agreement shall be terminated with full legality, at the discretion of the
Lessor, through a simple statement by the Lessor of its intention to terminate
the said agreement.
ARTICLE 12 - SECURITY DEPOSIT:
For certainty and a guarantee of compliance with the obligations set forth in
the present lease agreement, when the agreement is signed, the Lessee shall pay
to the Lessor a security deposit in the amount of 262,500 FRANCS (TWO HUNDRED
SIXTY-TWO THOUSAND, FIVE HUNDRED FRANCS).
The said sum, which shall not earn interest, shall represent the rent for a
three-month period, exclusive of taxes.
It shall be returned to the Lessee after termination of the present lease, and
after payment of all sums that may be due from the said Xxxxxx. In such a case,
the Lessor may charge the said sums appropriately against the amount of the
guarantee deposit.
If the rent is modified, the security deposit shall be reduced or increased so
that it always corresponds to the rent for a three-month period, net of taxes.
ARTICLE 13 - EXPENSES:
The Lessee shall pay all of the expenses, duties, and fees associated with the
present lease and any amendments or extensions hereof. All of the expenses
incurred by the Lessor in connection with proceedings undertaken against the
Lessee in order to obtain compliance with the articles, terms, and conditions of
the present lease agreement, including the expenses associated with non-judicial
actions or other actions for the same purpose, shall be reimbursed by the Lessee
upon the first request by the Lessor.
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ARTICLE 14 - THE V.A.T. OPTION:
Inasmuch as the Lessor has opted for the application of the Value-Added Tax
(VAT) to the present lease contract, the Lessee shall reimburse the Lessor for
the sum of the tax on the lease fee and its associated expenses, doing so when
each installment of the rent is paid.
ARTICLE 15 - ELECTION OF DOMICILE:
For the purposes of the present document, the parties elect their respective
headquarters as their domiciles.
Made in three copies, in [handwritten] Paris, on [handwritten] January 19, 1995.
FOR THE LESSOR* FOR THE LESSEE*
[handwritten] [handwritten]
Read and approved. Read and approved.
[signature] [signature]
*PLEASE PLACE THE PHRASE "READ AND APPROVED" ABOVE YOUR SIGNATURE.
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ATTACHMENT 1
"SET-UP SPECIFICATIONS"
PREAMBLE
The set-up activities for the premises or offices located on the floors of
high-rise buildings must comply with the regulatory provisions defined in Title
II of the Construction and Residential Code, entitled "Safety and Fire
Protection."
Accordingly, the following general conditions must be observed:
SET-UP:
The set-up shall be performed in such a way that evacuations of personnel are
implemented wisely, using the common passageways and traffic paths in the
building.
The plans shall be submitted for approval by the co-ownership property manager
of the building, and the work shall not be performed until the said written
approval has been obtained.
CONSTRUCTION MATERIALS:
Two criteria shall be met:
a) FIRE RESISTANCE, for containment in relation to the common passageways,
traffic paths, and specific areas that are candidates for isolation;
b) FIRE PROOFING, for decorative and sound-related coatings and coverings,
etc.
The property management service has specialists whom tenants may consult.
ELECTRICITY:
Proprietary installations and equipment shall comply with the standards
currently effective, and in any event shall not interfere with the common
circuits in the building.
VENTILATION:
If, for reasons pertaining to operation, it is found that some areas require
specific ventilation, under no circumstances shall the common conduits or ducts
for the building be used for this purpose.
No operations shall be performed on the air-conditioning and air-purification
systems without the consent of the building's technical and safety departments.
WATER:
MUNICIPAL WATER: If, in order to meet individual needs, it appears necessary
to provide more water taps in addition to the existing common installations, an
official request shall be submitted to the co-ownership Technical Department.
WASTE WATER: The same provisions set forth for municipal water shall be
observed.
ANNOYANCES CAUSED BY SET-UP ACTIVITIES:
ODORS, DUST, AND NOISE: Specific instructions shall be provided, on a
case-by-case basis, for the distribution of schedules, particularly when
noise-producing work is involved.
ASSOCIATED BUSINESSES AND/OR TRADES:
All businesses and/or trades contracted by the tenant shall be introduced by the
tenant to the property manager or to the property manager's agent, so that the
nature and duration of the work may be known, if the work will have an effect on
the common areas of the building.
The number of personnel from outside the building who will be present on the
site shall be disclosed. Safety and operating signs shall be set up for each of
the contracted businesses and/or trades.
CONDITION OF THE PREMISES:
When the occupant leaves, the property manager's department shall be charged
specifically with monitoring the proper performance of disassembly and removal
work, and particularly the work relating to the various fixtures and facilities
described in the foregoing articles.
[see original for floor plan]
Accueil = Reception area
Hall = Hall
[data block]
Update following the meeting held on November 24, 1993
Update following the meeting held on November 23, 1993
Provisional issuance
Changes
Date = Date
Echelle = Scale
LAYOUT OF FURNISHINGS
DATAQUEST FRANKLIN TOWER
