(Translated from French)
SPECIAL LIMITED 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
as No. D 309.361.467, whose headquarters are located at 00 Xxx Xxxxxxx, 00000
Xxxxx, represented by Xx. XXXXX,
hereinafter referred to as the "LESSOR",
PARTY OF THE FIRST PART,
AND:
the company known as APSYLOG, a limited-liability company with a capital of
2,909,100 francs, recorded in the Commercial and Corporate Register of PARIS as
No. B 340 816 164, whose headquarters are located at the Tour Franklin [Franklin
Tower], Xxxxxxx 0, 00000 XXXXX LA DEFENSE, represented by its chairman and chief
executive officer, Xx. Xxxxxx QUERU,
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:
Article I - PURPOSE:
The Lessor hereby conveys, through a special limited lease, to the Lessee, who
accepts, the premises designated hereinbelow, located at:
TOUR XXXXXXXX
XXXXXXXX BOIELDIEU
92800 PUTEAUX
Article II - DESCRIPTION OF THE LEASED PREMISES:
- ON THE 24TH FLOOR, AN OFFICE AREA CONSISTING OF APPROXIMATELY 136 SQUARE
METERS, INCLUDING A PORTION OF THE COMMON AREAS, ALONG WITH 3 ASSIGNED PRIVATE
PARKING SPACES,
in as-is condition, with no exceptions or reservations, and without need to
provide a more detailed description, at the express request of the Lessee, who
declares that it is thoroughly familiar with the said premises as a result of
having viewed them, visited them, and found them in the condition necessary for
their intended use and in compliance with all of the standards and/or
regulations applicable to premises of this type.
Article III - INDIVISIBILITY OF THE LEASED PREMISES
The parties hereby agree that the leased premises shall form an indivisible
whole.
Article IV - DURATION:
The present lease shall be granted for a period of 23 MONTHS, starting on
NOVEMBER 1, 1995 and ending on SEPTEMBER 30, 1997.
THE LEASE MAY BE TERMINATED AT ANY TIME DURING THE SAID PERIOD, BY EITHER OF THE
PARTIES, PROVIDED THAT NOTICE IS FORWARDED TO THE OTHER PARTY VIA REGISTERED
LETTER ONE MONTH IN ADVANCE.
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Because the present lease has been entered into for a period of less than two
years, it shall be exempt from the provisions of Decree No. 53-960 of September
30, 1953 or subsequent decrees.
Article V - PURPOSE OF THE LEASED PREMISES:
The leased premises shall not be used for any purpose other than as OFFICES at
any time during the above-mentioned term of the lease.
The Lessee shall be required to preserve the present contractual purpose of the
leased premises, to the exclusion of all other uses of any kind, extent, or
duration, under penalty of termination of the present lease, at the discretion
of the Lessor.
The Lessor expressly reserves the right to lease any and all other premises
within the building as it pleases and to whom it pleases, for all purposes
without exception or reservation, including for all activities that are
identical to the activities stipulated hereinabove.
Article VI - GENERAL TERMS AND CONDITIONS:
The present lease shall be granted under standard common and legal terms and
conditions, and also under the terms and conditions set forth hereinbelow, with
which the LESSOR shall undertake to comply:
1) OCCUPANCY, SUB-LEASING, AND TRANSFERS:
a) OCCUPANCY:
The Lessee shall personally occupy the leased premises, and shall not allow any
other party to hold or possess the premises in any way, even temporarily, free
of charge, and/or precariously.
b) SUBLEASING:
Any and all subleasing, in whole or in part, shall be prohibited.
c) TRANSFERS:
The Lessee may transfer its lease to the purchaser of its assets or of its
business.
Any and all other transfers shall be prohibited.
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In all instances the Lessee shall remain a guarantor, jointly and united with
the transferee and subsequent transferees, with no authority to raise any legal
objection to its joint and united surety, either with regard to payment of the
rent or with regard to compliance with the terms and conditions of the lease.
The transfer shall be implemented through a notarized document executed with the
participation of the Lessor's attorney. The Lessor must be invited, by means of
a registered letter with return receipt requested, to participate in this act,
and an enforceable copy of the said document shall be delivered to the Lessor,
at no expense to the him.
2) OBLIGATION TO OPERATE AND GUARANTEE THE LEASE PAYMENTS:
The Lessee shall keep the leased premises continuously in use and equipped at
all times with materials, merchandise, equipment, tools, and furnishings 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.
3) INSURANCE:
a) 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 will maintain the insurance throughout the entire term of the
lease.
b) The Lessee shall, at its own expense, obtain and maintain, throughout
the entire term of the lease, insurance on its furnishings, equipment
(whether owned by it or entrusted to it), fittings, and installations,
against the risks of fire, explosion, water damage, and claims by
neighboring tenants and third parties. The Lessee shall also insure
itself against the breaking of glass and windows in the offices
occupied by the Lessee.
C) The Lessee shall also obtain, at its own expense, in its capacity as
an occupying tenant and for the maximum amounts allowed by the
insurance companies, civil liability insurance, for all personal
injuries or property damage that may be caused to third parties as a
result of occupancy of the premises, by employees of the Lessee, due
to installations or set-up activities, or through the presence and/or
use of the facilities or fixtures for which the Lessee is responsible.
If such work is directed
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by an architect, interior designer, or interior decorator, the said
director of the work shall at all times provide proof that he or she
has professional civil-liability insurance and is current in his or
her payments of the corresponding premiums.
d) The insurance policies of the Lessee shall also arrange that
cancellation shall not become effective until fifteen (15) days after
notification has been forwarded by the insurer to the Lessor. The
said policies must include a waiver of claims against the Lessor and
its insurer.
e) The Lessee shall provide to the Lessor, in response to the first
request made by the latter, all documented evidence regarding the
signing of the policies mentioned hereinabove and payment of the
corresponding premiums. The Lessee hereby and henceforth waives any
and all right to claims against the Lessor and its insurer. The
Lessee shall immediately notify the Lessor of any and all disasters,
even if no apparent damage has occurred.
It shall be expressly agreed that any and all indemnifications payable
to the Lessee by any insurance company, in the event of a disaster, for any
reason whatsoever, shall be allocated to the Lessor's preferential claim,
with the present contract serving, if necessary, as a carry-over for any
amounts that may be due.
f) The Lessor shall personally handle the insurance for the building.
The insurance policy for the building shall include a waiver of claims
against the Lessee and its insurers.
4) DELIVERY OF THE PREMISES:
The premises shall be transferred in as-is condition, with the proviso that a
site report for the premises shall be prepared before the lease becomes
effective.
Unless otherwise indicated, the Lessee shall be deemed to have accepted the
premises in excellent condition.
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5) MAINTENANCE OF THE PREMISES:
The Lessee shall comply with the provisions of the internal regulations
currently in effect, and/or the provisions of the co-ownership regulations. The
Lessor company shall reserve the right to make any changes in the said
regulations for the sake of an improvement in general well-being.
The Lessee shall use the leased premises with care, maintaining them and
returning them at the end of the lease in good condition in terms of minor
repairs incumbent upon the tenant and all types of maintenance.
The Lessee shall maintain and replace, as needed, as its entire responsibility,
all of the facilities and fixtures intended for its personal use.
The posting of signs shall be prohibited.
The Lessee shall be solely responsible for paying the expenses associated with
all work that it deems useful or necessary in connection with its business
activity, along with all repairs and all work of any kind that may be required
by the regulations that are currently effective or that may become effective in
the future, particularly with regard to health, safety, and working conditions.
Any installation or storage of objects whose weight would exceed the weight
limit of the floors shall be prohibited.
The Lessee shall immediately inform the Lessor, with subsequent written
confirmation, of any and all repairs that may be incumbent upon the Lessor to
perform, subject to the penalty of being held responsible for any and all
deterioration or damage resulting from the silence or delay of the Lessee.
At all times the Lessee shall allow free access to the leased premises by the
Lessor, its agents, and its architect, so that they may assure themselves of the
proper state of maintenance of the premises.
The Lessee hereby expressly waives recourse to the provisions of Article 1724 of
the Civil Code.
The Lessee shall allow any and all repairs, reconstruction work, vertical
additions, and other work of any kind that is carried out on the leased premises
or in the building. The Lessee shall not seek any indemnification or reduction
in the rent, regardless of the extent and/or duration of the aforementioned
work.
The Lessee shall remove, at its own expense and without delay, any and all
fixtures, fittings,
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and/or furnishings whose removal is necessary in order for the repairs described
in Article 606 of the Civil Code to be performed.
6) WORK:
The Lessee shall not engage in any demolition or construction work on the leased
premises, or, generally speaking, any work involving the frame or walls of the
premises, without having obtained the necessary civil and administrative
permits, or without having obtained written permission from the Lessor and, if
applicable, from the co-ownership property manager, who may place the work under
the control of his architect. The work in question shall be performed in
compliance with the regulations governing high-rise buildings, and in accordance
with the contents of the attached specifications. The fees charged by any and
all intervening parties shall be paid by the Lessee.
Any plans for fixtures, installations, improvements, and/or beautification work
contemplated by the Lessee shall be submitted to the Lessor for approval before
any work is done.
Any and all fixtures, installations, improvements, and/or beautification work
performed by the Lessee shall, through ownership and with no indemnification,
become the property of the Lessor at the end of the lease or at the end of any
subsequent renewal thereof.
Because the leased premises have been installed and arranged to suit the Lessee,
at the end of the lease the Lessor may require that the premises be returned to
their original condition at the expense of the Lessee, even if the work was
authorized by the Lessor.
7) BUSINESS ACTIVITIES:
The Lessee shall personally handle, without recourse to the Lessor and without
disturbing the Lessor, the acquisition of all of the authorizations and/or
permits, as mentioned in legislative, regulatory, civil, and/or other
provisions, that may be necessary in order for the Lessee to engage in its
business activities or in connection with its occupancy of the leased premises.
The Lessee shall also undertake to handle personally and at its own expense, any
and all changes that may need to be made to the leased premises and to the
fixtures thereon, as mandated by the legislation that is currently effective or
that may become effective in the future, particularly with regard to health,
safety, and working conditions.
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8) PARKING SPACES:
The Lessee shall take all necessary steps to ensure that use of any parking
spaces that it may lease is strictly reserved to members of its staff and to its
authorized visitors. The Lessee shall comply with the specific provisions
relating to parking spaces, as contained in the internal regulations for the
building and/or in the co-ownership regulations.
Only one key, card, or transmitter that provides access to the parking area
shall be issued for each space, and the said key, card, or transmitter must be
returned to the Lessor when the Lessee leaves.
In the event of loss or theft, the Lessee shall immediately forward written
notice thereof to the Lessor, who shall proceed with the replacement of the key,
card, or transmitter upon receipt of reimbursement, which shall be mandatory by
the Lessee.
9) VISITS TO THE PREMISES:
During the six-month period preceding the end of the lease, the Lessee shall
allow visits to the premises on all business days, from 9:00 a.m. until 11:00
a.m. and from 2:00 p.m. until 5:00 p.m., by all individuals authorized by the
Lessor.
During the same period, the Lessee shall allow the Lessor to post a notice or
sign indicating that the premises are available for lease.
10) VERMIN:
The Lessee shall destroy all insects, rodents, and other vermin, at its own
expense, as soon as they appear.
11) LIABILITY AND RECOURSE:
The Lessee shall not be entitled to seek any reduction in the rent, or to have
any recourse against the Lessor,
- in the event of any interruption or malfunction of the various
building services;
- in the event of theft, looting, destruction, or of other criminal acts
committed on the
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leased premises, including the parking areas. Notably, the Lessor
shall not be obligated to provide surveillance of any kind;
- in the event of damage caused to the leased premises and/or to objects
or merchandise located thereon, as a result of leaks, infiltrations,
humidity, or other conditions. The Lessee shall insure itself against
these risks, with no right to recourse against the Lessor.
12) GOOD MANAGEMENT AND NEIGHBORLINESS:
The Lessee shall maintain the attractive appearance of the leased premises.
The Lessee shall comply with all steps prescribed by the Lessor for good
management and for the general tranquillity of the establishment upon which the
present lease is contingent.
The Lessee shall, at its own risks, hazards, and expense, without disturbing or
seeking out the Lessor, personally handle all claims by neighboring occupants or
third parties, particularly regarding noise, odors, fumes, heat, or vibrations,
and other annoyances caused by its activities.
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 the public authorities, of which the Lessor is a member, with regard to the
management and maintenance of public-works projects of general interest to Zone
A in La Defense.
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.
13) THE INTER-COMPANY RESTAURANT:
The Lessee who holds possession of the inter-company restaurant located in the
Tower shall undertake, upon arrival on the premises, to join and remain a member
of all 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.
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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.
14) UTILITIES:
The Lessee shall handle all charges for water service, electricity, etc.
15) TAXES:
The Lessee shall pay all expenses associated with city, police, and road
maintenance services that lessees are customarily required to pay, so that the
Lessor shall not be disturbed with regard to this subject. Specifically, the
Lessee shall pay the personal and property taxes, lease taxes, professional tax,
and all other taxes of any kind for which the Lessor is responsible, including
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, and shall provide proof of payment of the said taxes upon request, and in
any event no later than one week prior to the Lessee's departure from the leased
premises.
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.
Article VII - RENT:
The present lease shall be agreed to and accepted in consideration of an annual
basic rent in the amount of:
149,600 FRANCS
(ONE HUNDRED FORTY-NINE THOUSAND, SIX HUNDRED FRANCS)
exclusive of taxes, payable quarterly and in advance, on the first day of the
month in each calendar quarter.
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The rent shall be due starting on NOVEMBER 1, 1995.
The parties hereby agree that the agreed-upon lease shall be subject to
Value-Added Tax (VAT).
The said tax shall be paid by the Lessee, who shall also undertake to pay any
and all taxes that may be enacted legislatively as replacements for the VAT.
In the event of non-payment of the VAT or of the corresponding charges upon
expiration of the lease, the Lessee shall be liable to the Lessor for penalty
delay interest payments, 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 VIII - INDEXING OF THE LEASE FEE:
The rent shall be indexed to the national construction cost index published
quarterly by the I.N.S.E.E. [the French National Institute of Statistics and
Economic Surveys].
Therefore, the rent shall be adjusted automatically every year, on the
anniversary date of the beginning of the lease, in the same direction and in the
same proportion as the change in the said index in comparison with the previous
year.
The reference index upon the effective date of the lease shall be the index for
the SECOND QUARTER OF 1995, I.E., 1023. Thus, the variation in this index for
this same quarter, from one year to the next, shall be used to calculate the
indexing of the rent.
In the event of a delay in publication of the index, the rent may be calculated
provisionally in accordance with the most recent published index.
Because the change in the rent is automatic, it shall not be subject to any
notification. The fact that the change may not have been calculated immediately
shall not entail any forfeiture of the right of either of the parties to seek
the subsequent retroactive application of the change.
If the I.N.S.E.E. index should cease to be published, it shall be replaced, in
the absence of any official replacement index, by an equivalent index selected
either by amicable agreement by and between the parties, or, without the
agreement of the parties, through an expert evaluation made by a single expert,
who shall be appointed either by mutual agreement of the parties, or pursuant
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to a ruling by the President of the Superior Court, issued in response to a
request submitted by the more diligent party, with the expenses associated with
the expert evaluation, and the court costs, being paid solely by the Lessee.
The expert shall act as the common agent of the parties, in accordance with the
provisions of Article 1592 of the Civil Code, whose provisions have been
extended to apply to leasing contracts.
If the Lessor company should fail to apply the provisions of the present
indexing article, in spite of a change in the reference index, under no
circumstances shall such an act be construed as an implicit waiver of indexing
of the rent.
The present indexing article shall constitute an essential and determining
article, without which the Lessor shall not be deemed to have entered into a
contract. Therefore, the partial or total non-application of the present
article may entitle the Lessor, and the Lessor alone, to demand cancellation of
the lease with no indemnification.
Article IX - CHARGES:
Because the rent is deemed to be net of charges for the Lessor, the Lessee shall
bear the cost of all charges, allowances, provisions, taxes, and expenses
relating to the leased premises, including the property management fees and the
owner's insurance premiums.
Once each quarter, at the same time as the rent, the Lessee shall remit a sum to
cover charges, which shall be equal to one-quarter of the projected annual
budget of payments to be made by the Lessee.
At the end of each calendar year, the discount for the charges incumbent upon
the Lessee shall be agreed upon, and, as applicable, the Lessee shall be
reimbursed for any overpayment or shall remit payment of an additional sum.
The provisions set forth hereinabove may be amended accordingly.
They shall be adjusted so as to always correspond to one-quarter (1/4) of the
projected budget, as soon as the said figures are known.
However, if the Lessor is required to pay any amounts on behalf of the Lessee,
the Lessee shall be required to reimburse the Lessor without delay.
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Article X. - SECURITY DEPOSIT:
To guarantee compliance with its obligations, the Lessee shall pay to the
Lessor, on the day the present document is signed, the sum of:
37,400 FRANCS
(THIRTY-SEVEN THOUSAND, FOUR HUNDRED FRANCS)
which corresponds to the rent for a three-month period.
The said sum shall not earn interest for the Lessee, and shall not be applicable
to the last installment of the rent.
Upon termination of the lease, the said sum shall be applied to the
indemnifications that the Lessee may owe to the Lessor.
If the present lease agreement is terminated due to non-compliance with its
terms and conditions for any reason attributable to the Lessee, the security
deposit shall remain the property of the Lessor, without prejudice to any
damages that may be awarded to the Lessor.
If the rent is modified, the security deposit shall be reduced or increased in a
wholly lawful manner and with no formalities, so that it always corresponds to
the rent for a three-month period.
Article XI. - TERMINATION:
It shall be expressly agreed that in the event of non-payment of a single
installment of rent or of the corresponding VAT, when due, or in the event of
non-compliance with any one of the other stipulations of the lease agreement,
the said agreement shall be terminated in a wholly lawful manner, if the Lessor
so pleases, without any need for formal legal proceedings, one month after a
demand for payment or a simple notice to comply has not elicited payment or
compliance.
The Lessor shall regain full control of the premises through the simple act of
evicting the Lessee, as implemented through a court order. No subsequent
proposals or propositions shall halt or prevent the application of the present
article or influence the right of the Lessor to receive payment of past and/or
future rent, up until the end of the three-year period in effect, or influence
the right of the Lessor to be compensated for the costs of repairs for which the
Lessee is responsible. All other dues, rights, or actions shall also be
reserved.
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Article XII. - MISCELLANEOUS EXPENSES:
The Lessee shall pay all of the expenses, duties, and fees associated with the
present lease and any expenses, duties, and fees that may arise as a result of
the present lease.
Article XIII. - ELECTION OF DOMICILE AND JURISDICTION:
For the purposes of the present document, the Lessor elects its headquarters as
its domicile, and the Lessee elects the leased premises as its domicile.
The parties hereby agree that any and all disputes that may arise in connection
with the present document shall be resolved solely through the courts within
whose jurisdiction the headquarters of the Lessor are located.
Made in three copies, in Paris, on [handwritten] November 1, 1995.
FOR THE LESSOR FOR THE LESSEE
[handwritten] [handwritten]
Read and approved. Read and approved.
[signature] [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:
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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 in effect, 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.
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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.
