Commercial Lease
Between
Prinzenpark GbR
Xxxxxxxxxx. 0
00000 Xxxxxxxxxx
- hereinafter referred to as Lessor -
arid
Star Telecommunications
Deutschland GmbH
BeethovenstraBe 8 - 10
60325 Frankfurt/Main
- hereinafter referred to as Lessee -
the following 1ease is signed:
SECTION 1
LEASED PROPERTY
1. ACCORDING TO THE GROUND PLAN ATTACHED AS APPENDIX, which forms part of
this Lease, Lessor grant Lessee a Lease of the following areas for the
establishment of an office Business) within the building Prinzenallee
7, erected on the premises Xxxxxxxxxxxx 0- 00/Xxxxxxxxxx 000, 00000
Xxxxxxxxxxx:
X) XXXXXXXXXXXX 0, XXXXXX XXXX XX THE GROUND FLOOR OF APPROX. 1,122.12
M(2)
B) XXXXXXXXXXXX 0, XXXXXX XXXX IN THE BASEMENT OF APPROX. 112,09 M(2)
C) PRINZENALLEE 7, STORAGE AREA IN THE BASEMENT OF APPROX. 124.76 M(2)
D) 6 PARKING SPACES IN THE UNDERGROUND CAR PARK (NOS. 391 TO 396)
E) 2 PARKING PACES OUTSIDE (NO.29 AND 30)
2. In the ground plans attached AS APPENDIX, the leased areas according to
sub-paragraph 1 A) TO C) are marked in red outline and determined by
the area between the inside of the demarcation walls of the building,
so that possibly existing movable lightweight or partition walls and
interior stairs as well as other similar building components are not
deducted but regarded as leased area Non-usable traffic areas arid
suchlike have been taken into consideration when calculating the amount
of rent.
The areas mentioned in sub-paragraph 1 D) AND E) are determined
bindingly by the two parties, so that the location can be taken from
plans as well.
If a later measurement results in deviations of less than 2.5%, none of
the two parties shall be entitled to demand an adjustment of rent for
this reason.
3. The ground p1an serves exclusively for determining the situation of the
Leased Property.
4. The Leased Property is provided ACCORDING TO THE GROUND PLAN ATTACHED
AS APPENDIX, interior works completed.
Lessor reserves the right of minor alterations which do not interfere
with Lessee's business operation or which are advisable on the basis of
conditions imposed by the authorities or technical requirements.
Lessee shall take into account the necessary escape routes when
establishing and operating the Leased Property - if necessary according
to Lessor's instructions - and to keep them permanently clear for
unhindered passage.
On the occasion of handing over, a handing over protocol shall be
prepared. Any possible defects, considerably reducing the Leased
Property's suitability for contractual use, are to be listed therein.
These defects are to be remedied by Lessor within a reasonable period
of time.
By taking over, Lessee agrees that in other respects, the Leased
Property is in a condition suitable for contractual use.
5. To the extent that Lessee requires alterations to the Leased Property
exceeding those of the present equipping and of the GROUND PLAN
ATTACHED AS APPENDIX, these alterations are subject to Lessor's prior
written consent in each individual case Consent may be denied for
substantial reasons only. If consent is granted, Lessee may carry out
these alterations at its own expense.
Lessee shall have these works carried out in accordance with Lessor's
supervision of works. Lessor is entitled to make its consent dependent
on compliance with supplimentary terms.
6 Lessor does not warrant that the leased area have been designed
according to ground plan down to the last detail.
7 The carrying capacity of the ceilings is:
- on the ground floor = 500 kg/m(2)
- on the first floor to upper story = 350 kg/m(2)
including Allowance for partition walls,
SECTION 2
BEGINNING OF LEASE
1. The Lease begins on the handing over date, probably on
JANUARY 1ST, 1998
2. The contractual relationship shall begin on signing the contract, the
Lease on handing over.
3. The construction period required for special facilities and special
requests of Lessee is to be regarded as rental period, unless its
execution runs parallel to the completion to be effected by Lessor
requiring additional time.
SECTION 3
DURATION OF LEASE
1. The Lease is contracted for a duration of ten years. It begins on
handing over.
2. LESSOR GRANTS LESSEE THE OPTION TO RENEW THE LEASE FOR ANOTHER FIVE
YEARS. LESSEE'S DECLARATION TO EXERCISE ITS RIGHT OF OPTION HAS TO BE
RECEIVED BY LESSOR NOT LATER THAN 12 MONTHS PRIOR TO EXPIRY OF THE
TENTH YEAR OF CONTRACT. THE DECLARATION MUST BE MADE IN WRITING.
3. WHEN LESSEE REMAINS IN POSSESSION OF THE LEASED PROPERTY AFTER EXPIRY
OF THE LEASE, THE LEASE IS NOT TO BE REGARDED AS RENEWED. SECTION 568
GERMAN CIVIL CODE BGB IS NOT APPLICABLE. CONTINUATION OR RENEWAL OF
LEASE AFTER ITS TERMINATION MUST BE AGREED IN WRITING.
SECTION 4
CANCELLATION
1. Lessor is entitled to terminate the Lease without notice, if and when
a) Lessee is in arrears with the payment of rent and/or payment of costs
according to Section 6 of this contract despite written reminder, with
a sum REACHING the amount of two monthly rents (see Section 6,
sub-paragraph 1) or, in the case of incidental expenses, the quarterly
payment.
b) Lessee continues to use the property in a manner contrary to the terms
of the Lease, or it, Lessee otherwise considerably or lastingly
infringes the rights of Lessor or other lessees, or leaves the Property
to a third party without authorization, and if it fails to take
corrective action despite written caution by registered letter
specifying a reasonable time limit.
c) a petition in bankruptcy or for the institution of composition
proceedings has been filed with respect to Lessee's assets, or if a
petition in bankruptcy is dismissed for lack of assets or if Lessee has
otherwise suspended payments or enters into extrajudicial composition
proceedings.
d) the contractually agreed type of use is changed without Lessor's
consent and no corrective action is taken despite written caution by
registered letter specifying a reasonable time limit.
2. LESSEE IS ENTITLED TO TERMINATION OF LEASE WITHOUT NOTICE, PROVIDED
LESSOR FAILS TO COMPLY WITH ESSENTIAL CONTRACTUAL OBLIGATIONS DESPITE
WRITTEN CAUTION SPECIFYING A REASONABLE TIME LIMIT OR IF CIRCUMSTANCES
AS DESCRIBED UNDER SECTION 4, SUBPARAGRAPH 1.C) ARE APPLICABLE TO
LESSOR.
3. The notice of termination must be given in writing. It becomes
effective on receipt.
4. In the case of premature termination of Lease subject to Lessee's
responsibility, Lessee shall be liable for the loss of rent, incidental
expenses and other payments for the contractual duration of Lease as
well as for any other loss suffered by Lessor due to the premature
cancellation of Lease with respect to the Leased area, unless Lessor is
indemnified by a new, adequate lease of the rooms. THE COSTS ACCRUED IN
THIS RESPECT (IN PARTICULAR INSERTION EXPENSES AND BROKER'S COMMISSION)
ARE TO BE BORNE BY LESSEE. LESSOR SHALL MAKE ANY EFFORT TO FIND A
SUITABLE NEW LESSEE. IT WILL ACCEPT A NEW LESSEE PRESENTED BY
LESSEE, PROVIDED THE NEW LESSEE EQUALS LESSEE WITH RESPECT TO KIND OF
BUSINESS AND FINANCIAL SOUNDNESS.
SECTION 5
OBLIGATIONS ON TERMINATION OF LEASE
1. On termination of Lease on any legal ground whatsoever, Lessee shall
return the Leased Property to Lessor in an expertly renovated and
cleaned condition, not later than on the last calendar day of the rental
period. The obligation to renovate does not refer to normal wear and
tear regarding roof and compartment of the Property. IN OTHER RESPECTS,
IT ONLY REFERS TO THOSE ITEMS CLASSIFIED AS SUBJECT TO DECORATIVE
REPAIRS ACCORDING TO SECTION 28, XXX-XXXXXXXXX 0, XXXXXXXX 5 II OF THE
OPERATING AGREEMENT BV (AS AMENDED ON OCT.12, 1990), AND TO CARPETS, IF
THESE HAD BEEN PROVIDED BY LESSOR ON MOVE.
2. By the end of the rental period, Lessee shall have removed any
installations and structural alterations executed by Lessee prior to or
after moving in, and Lessee shall restore the state of the building
originally planned or existing. If and to such an extent as allowed by
Lessor, Lessee is entitled not to remove installations or structural
alterations. In this case, Lessor is entitled to acquire them wholly or
in part, against payment of a reasonable compensation. THIS DOES NOT
APPLY TO ANY OBJECTS SUBJECT TO LESSOR'S CONTRIBUTION TO EXPENSES ON
FITTING OUT UNDER SECTION 17, SUB-PARAGRAPH 1 OF THIS LEASE. The
obligation to execute decorative repairs according to Section 10 remains
unaffected.
3. Additionally, Lessee shall indemnify for any loss suffered by Lessor due
to delayed return of the leased rooms.
4. On Lessor's demand to remove the installations/alterations Lessee is
obligated to restore the original condition, or the condition originally
agreed, at its own expense, including each and every necessary secondary
work.
SECTION
SUBLEASING
1. Lessor is entitled to sublease or sublet the Leased Property subject to
Lessor's prior written consent, but only
a) for the same or similar purposes of use, for which the rooms are leased
to Lessee and
b) to a sublessee convenient to Lessor. Lessor may reject a sublessee
only, if sublessee's person, branch of business or company gives
substantial cause for such a rejection.
2. Subleasing for the purpose of a changed use of the Leased Property
Acquires Lessor's special written consent.
SECTION 7
AMOUNT OF RENT AND INCIDENTAL EXPENSES
1. The monthly rent for the leased areas shown in Section I amounts to
a) approx l,122.l2 m(2) x DM 27.50 = DM 30,858,30
b) approx l12.09 m(2) x DM 20.00 = DM 2,241.80 (offices)
c) approx l24.76 m(2) x DM 12.00 = DM 1,497.12 (storage area 1)
d) 6 parking spaces undergr. c. p. x DM 110.00 = DM 660.00
e) 2 PARKING SPACES OUTSIDE x DM 60.00 = DM 120/00
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total = DM 35,377.22
LESSOR ALLOWS LESSEE THE USE OF THE LEASED PROPERTY FREE OF RENT FOR THE FIRST
THREE MONTHS OF LEASE AFTER HANDING OVER (POSSIBLY EARLIER REGARDING PARTIAL
AREAS), NOT LONGER, HOWEVER, THAN UNTIL MARCH 31ST, 1998. THE ADVANCE PAYMENT
FOR THE OPERATING EXPENSES IS DUE ON HANDING OVER OF THE RESPECTIVE LEASED AREA
(INCLUDING PARTIAL AREAS).
2. The incidental expenses listed in the following are not covered by the
rent payment:
real estate and building insurance
real property tax
cost of water and waste water
cleaning expenses streets, paths and squares
upkeep of decorative elements and of general green areas including
purchasing costs of new plants
costs of fire alarm and extinguishing systems, safety contrivances
of all kinds (if available)
costs of caretaker or in-house technician costs of house cleaning
costs of the heating system including consumption
general current, lamps
metering and accounting expenses of consumption elevator costs
refuse collection - unless separate agreement cost of ventilation,
air conditioning equipment
wide band supply
upkeep and repair of interior and exterior general areas, except
for roof, outer facades and
load-bearing elements
house management
Lessee shall bear these costs according to actual consumption or to the
corresponding expenses incurred.
Industrial waste, e.g. office paper, overstepping the xxxx, is to be
removed by Lessee.
To the extent that costs are apportioned, Lessee shall be treated as
equivalent to the other lessees (applying the same basis for
allocation), irrespective of the operating expenses.
A monthly advance payment of DM 5.50 per M(2) shall be collected for
the above mentioned incidental expenses for the offices and the
supplementary area. This advance payment is to be effected together
with the rent payment. In the case of a change of these incidental
expenses or if new real property liens arise, Lessor shall be entitled
to reassess the advance payments.
Settlement of accounts with respect to the advance payments will be
effected once a year. If the settlement of accounts shows an
overpayment a corresponding credit note in favor of Lessee will be
issued. If the costs to be settled exceed the advance payments, Lessor
shall claim a corresponding payment. Provided economically justifiable
corresponding supply meters are to be installed for the determination
of consumption. Unless a direct determination of such costs is
possible, Lessee shall be charged with these costs in proportion of its
leased area to the overall leased area of the Property. In the case of
a breakdown of the metering devices or if such devices do not work
properly, Lessor is entitled to allocate costs by way of assessment.
The accounting documents shall he available for inspection according to
Lessor's provisions for one month after dispatch of the settlement of
accounts to the lessees.
3. Lessee shall pay a monthly flat charge of 1% of the net rent agreed
under Section 7, sub-paragraph 1, for the proportionate administrative
expenses.
4. In addition to the rent, any value added tax to the extent assessed and
due shall be owed by Lessee. This also applies to incidental and
administrative expenses listed above.
SECTION 8
PAYMENT OF RENT AND INCIDENTAL EXPENSES
1. The rent and the advance payment for incidental and administrative
expenses are to be paid to Lessor or to a person or institution
authorized by Lessor for acceptance monthly in advance not later than
on the third working day of the respective month. For the first time,
these payments are to be effected for the period from the day of
handing over the Leased Property.
2. On delay in payment, Lessor is entitled to charge default interest of
4% above the respective discount rate of the Deutsche Bundesbank as
well as xxxxxxx costs to the extent of DM 5.00 PER REMINDER. The
assertion of further damages caused by delay remains unaffected.
3. In the case of partial payments on the part of Lessee, Lessor is
entitled to offset according to Section 366 II German Civil Code BGB,
irrespective of any statements by Lessee.
4. Lessor shall not pay any interests on advance payments for incidental
expenses.
5. THE RETENTION OF PAYMENTS TO BE EFFECTED BY THE PARTIES UNDER THIS
CONTRACT AND THEIR OFFSET AGAINST ANY CLAIMS IS EXCLUDED, UNLESS
ACKNOWLEDGED OR RECOGNIZED BY DECLARATORY JUDGMENT BY THE OTHER PARTY.
LESSEE'S RIGHT TO CLAIM REDUCTION OF RENT REMAINS UNAFFECTED.
Lessor's banking connection
Bayerische Landesbank
Account no. 58 301
bank identification no BLZ 700 500 00
SECTION 9
RENT ADJUSTMENT / VALUE GUARANTY
1. The tent agreed under Section 6, sub-paragraph 1 is to be considered as
fixed until December 31st, 1998. After that date, it shall be increased
or reduced in percentages for the following year according to
cost-of-living index of an employee's family of four with an average
income of the sole breadwinner, as published by the Statistisches
Landesamt NRW (Land Statistical Office of North Rhine-Westphalia) on
the basis of 1991 = 100 points, with 75 % corresponding to the increase
or decrease of the index.
A FIRST ADJUSTMENT OF RENT WILL BE EFFECTED ON JANUARY 1ST, 1999. THE
CHANGE OF INDEX FROM DECEMBER 1997 (BASE INDEX) TO DECEMBER 1998 IS
AUTHORITATIVE FOR THIS ADJUSTMENT. SUBSEQUENTLY, THE RENT ADJUSTMENT
SHALL BE EFFECTED ON JANUARY 1ST OF EACH YEAR OF LEASE, ALSO ACCORDING
TO THE RESPECTIVE CHANGE OF INDICES FROM DECEMBER OF THE PREVIOUS YEAR
IN RELATION TO DECEMBER OF THE YEAR BEFORE.
In the following years of Lease, a corresponding adjustment of rent
shall be effected on January 1st, respectively.
2. If in future this adjustment becomes legally impossible for any reason
whatsoever, e.g. because this index is no longer officially determined
or published or if the connection hereto becomes legally impossible for
any reason whatsoever, the contracting parties are bound to come to an
agreement on a reasonable adjustment of rent which is permitted by
statute and the content of which is economically as similar as possible
to the value clause agreed hereunder.
3. The contracting parties are aware of the fact that the legal effect of
the above value clause is dependent on the approval by the Land central
bank. Lessor will endeavor immediately to obtain such approval. The
legal effect of the other provisions of this contract remain
unaffected, as long as the approval by the Land central bank has not
been obtained or if it is denied. In that ease, the contracting parties
are bound to work on a permissible wording in order to achieve a
corresponding rent restriction to the development of the cost of
living.
SECTION 10
MAINTENANCE AND REPAIR
1. On beginning of contract, the leased rooms are handed over to Lessee in
a new, perfect condition. Prior to move, any possible defects are
recorded in a handing over protocol. During the rental period, the
leased rooms are to be kept in a proper unobjectionable condition and
are to be treated with care.
2. During the rental period, Lessee shall additionally be responsible for
all repairs within the Leased Property caused by its own fault or by
inexpert handling (repair, maintenance) and for all the interior
decorative repairs. Lessee shall perform expert interior decorative
repairs at its own
expense at reasonable intervals, not later than every 3 years.
3. Lessee shall remove immediately any damages, he is responsible for. If
Lessee fails to comply with this provision within a reasonable period
of time, Lessor may have the necessary works executed at Lessee's
expense.
4. In the case of damages causing any imminent dangers or in the case of
unknown abode of Lessee, a written caution or the fixing of time limit
is not required. In such cases, Lessor is entitled to execute damage
removal at Lessee's expense.
SECTION 11
INSURANCE, LIABILITY
1. Insurance of Lessee's fittings and of stored assets against fire,
water, burglary and housebreaking or other damages is within Lessee's
responsibility.
2. In particular, Lessee is liable for the following damages to the Leased
Property:
a) any damages to the fittings and other objects brought in by Lessee,
caused by fire or tap water, including the risks of sewage water and
inappropriate penetration of sprinkler water;
b) any personal injury and damage to property to an extent customary in
Lessee's line of business
c) broken glass
d) any damages resulting from burglary and housebreaking.
3. Lessee shall effect insurances covering the risks mentioned under a-d.
Lessor may demand presentation of corresponding insurance policies in
regular intervals, including a written declaration by the insurance
company confirming that a corresponding examination has not shown a
case of underinsurance.
4. Lessor assumes no liability whatsoever for any possible damages to
fittings, unless the damage has been NEGLIGENTLY caused by Lessor or by
its vicarious agents. LESSOR, HOWEVER, SHALL BE LIABLE FOR ANY DEFECTS,
LESSEE IS EXPRESSLY NOT LIABLE FOR ACCORDING TO THE FOLLOWING.
5. In the case of subleasing, Lessee shall indemnify Lessor against any
claims to such an extent as such claims against Lessor are excluded for
Lessee itself according to the terms of this contract. This also
applies to non-contractual foundations for claims.
6. LESSEE IS LIABLE FOR ANY DAMAGES NEGLIGENTLY CAUSED BY ITS FAILURE TO
EXERCISE PROPER CARE, INCLUDING WITHOUT LIMITATION, IN PARTICULAR,
INEXPERT HANDLING OF SUPPLY PIPES OR DRAINS, TOILETS AND HEATING PLANTS
OR OF ELECTRICAL EQUIPMENT WITHIN THE LEASED ROOMS, AND FAILURE TO
PROTECT THEM SUFFICIENTLY FROM FROST OR OTHER INFLUENCES. AT ALL
EVENTS, OCCLUSIONS OF PIPES ARE TO BE REMOVED BY LESSEE UP TO THE MAIN
PIPE AT ITS OWN EXPENSE.
7. IN THE SAME WAY, LESSEE IS LIABLE FOR ANY DAMAGES NEGLIGENTLY CAUSED TO
THE PROPERTY BY ITS EMPLOYEES OR SUBLESSEES. IF SUCH DAMAGE IS CAUSED
BY LESSEE'S OR SUBLESSEE'S VISITORS OR SUPPLIERS, LESSEE IS LIABLE
ONLY, IF IT FAILS TO INFORM LESSOR ABOUT THE FULL NAME AND ADDRESS OF
THE VISITOR OR SUPPLIER (SPECIFIC EXECUTING PERSON).
LESSEE SHALL MAINTAIN ANY PIPES AND PLANTS RELATING TO ELECTRICITY, GAS
AND SANITATION, LOCKS, BLINDS, AND SIMILAR EQUIPMENT IN A SERVICEABLE
CONDITION.
LESSEE IS FURTHER LIABLE FOR ANY DAMAGE CAUSED BY INEXPERT HANDLING OR
WATER, LIGHT AND POWER MAINS, AND FOR ANY DAMAGE TO TOILETS, SANITATION
OR HEATING PLANT AS WELL AS VENTILATION, SMOKE ALARMS AND ACOUSTIC
EQUIPMENT (IF AVAILABLE) CAUSED BY LEAVING DOORS OPEN, BY STRUCTURAL
MEASURE TAKEN BY LESSEE, BY ADVERTISING EQUIPMENT INSTALLED BY LESSEE
OR BY FAILURE TO COMPLY WITH THE OTHER OBLIGATIONS ASSUMED BY LESSEE.
Lessee is liable to Lessor for any damages to buildings, doors, gates,
elevators, parking lots, traffic ways etc, caused by delivery traffic
and exceeding customary wear and tear.
8. AT ALL EVENTS, LESSOR SHALL REPLACE AT ITS OWN EXPENSE ANY DAMAGED
GLASS PANES AND MIRRORS IF NECESSARY, LESSOR SHALL EFFECT A GLASS
INSURANCE. NOT CLOSING TOILETS AND SINKS, CAUSING WATER TO FLOW
CONTINUOUSLY THROUGH LEAKY VALVES THUS RESULTING IN CONSIDERABLE WATER
CONSUMPTION, ARE IMMEDIATELY TO BE REPORTED TO LESSOR. DELAYED REPORTS
MAY RESULT IN DAMAGE CLAIMS. ON REQUEST, ANY POSSIBLE CLAIMS AGAINST
THIRD PARTIES AT FAULT ARE ASSIGNED TO LESSOR BY LESSEE.
9. Lessee is responsible for not exceeding the indicated carrying capacity
of the bearing plate.
10. Lessee shall immediately remove any damages it is responsible for
according to the above provisions at its own expense. On Lessee's
failure to do so despite written caution and fixing of an appropriate
time limit by Lessor, Lessor may have the corresponding work executed
at Lessee's expense. In the case of damages causing any imminent
dangers or in the case or unknown abode of Lessee, a written caution of
fixing of time line is not required.
11. Lessor shall arrange for the examination of plants jointly used by
several leases or belonging to the commonly used facilities. Lessor is
entitled to sign the appropriate fully comprehensive maintenance
agreements. Costs shall be apportioned to the lessees. The required
examination of plants exclusively used by Lessee or installed by Lessee
is to be arranged for by Lessee at its own expense. Lessee is obligated
to observe and comply with each and every statutory or public law
provision with respect to its place of business.
12. Plats and components left for Lessee's sole use are to be maintained,
attended to and kept up in such a way, that they are returned in a
serviceable condition after termination of contract.
SECTION 8
PREMATURE TERMINATION OF LEASE
1. Lessor generally agrees to give its consent to annulment of contract in
the case that Lessee demands early termination of contract for
substantial reasons, provided that
Lessee presents an equivalent and solvent new lessee with whom a
contract of lease is entered into, in which the new lessee succeeds
to each and every right and obligation under this contract.
The new Lessee's use of the Leased Property for other than the previous
purposes is subject to Lessor's consent. Lessor may deny such consent,
if any non-competitive clauses agreed by Lessor or justified interests
of other lessees or the mixture of branches are adverse to such use.
2. Additionally, a precondition for Lessor's consent is that Lessee or the
new lessee binds itself by contract with Lessor to bear all the
expenses involved in the change of lessee (including commercial agency
charges) and finally that Lessee assumes the absolute guaranty for the
performance of the financial obligations of the new lessee against
Lessor for the time up to the first possible date of termination.
SECTION 13
STRUCTURAL ALTERATIONS ARID INSTALLATIONS BY LESSEE
1. Prior to and during the rental period, any structural alterations
within and outside the leased rooms are subject to Lessor's written
consent. Lessee is entitled to install advertising writings or signs in
areas of the Leased Property earmarked by Lessor. In order to achieve a
uniform design of the overall property, however, Lessee is obligated to
have such exterior advertising approved by Lessor in advance. Any
possible official permits are required to be obtained in advance by
Lessee at its own expense. Even if Lessor grants it consent to
structural alterations and installations, Lessee is obligated to remove
such installations and to restore the original condition on termination
of Lease.
Subject to Lessor's consent, Lessee may leave any objects affixed to
the building to Lessor free of charge. Lessee may also have its company
name installed in the entrance area of the building at its own expense,
uniform with the other users of the building and in accordance with
Lessor (a uniform sign board is planned for all the lessees, divided up
into individual signs).
Lessee is entitled to equip the rooms at its own expense with
additional installations and special facilities which are useful and
necessary for the performance of its business.
As soon as possible after completion of the contract, Lessee shall draw
up a catalogue with such items and submit it to Lessor for approval.
Planning, installation or delivery of Lessee's special facilities is
within Lessee's responsibility. In agreement with Lessor's architect,
however, it may make use of his expert assistance against payment of a
reasonable remuneration,
2. Regarding the electric installations required and ordered by Lessee,
which arc subject to VDE/TUV, Lessee is obligated to entrust an expert
company. Upon Lessor's demand, Lessee shall present the electricity
plans.
SECTION 14
REPAIR AND STRUCTURAL ALTERATIONS BY LESSOR
1. Even without Lessee's consent, Lessor may perform any repairs and
structural alterations becoming necessary for the maintenance of the
building or of the Leased Property, for averting
imminent dangers, for the removal of damages or because of other
lessees moving in/out.
This shall also apply to works which are not necessary but useful, as
for instance modernization of the building and of the Leased Property.
DURING THE FIRST TEN YEARS OF LEASE, A MODERNIZATION OF LESSEE'S ROOMS
IS SUBJECT TO LESSEE'S PRIOR CONSENT. Lessee shall maintain accessible
the rooms concerned. Lessee must not hinder or delay the execution of
the works.
2 Provided Lessee is bound to tolerate the works, it is not entitled to
rent reduction nor to exercise a right of retention. Lessor, however,
is obligated to have such works executed outside Lessee's usual
business hours, if possible, in order to avoid a substantial
interference with Lessee's business operation.
SECTION 15
JURISDICTION AND PLACE OF PERFORMANCE
1. Place of jurisdiction and place of performance is Dusseldorf.
SECTION 16
SECURITY FOR RENT
1. Lessee shall provide a guaranty to the extent of SIX NET MONTHLY RENTS
to provide security for its obligations under this contract. This
guaranty may be effected in the form of a bank guaranty issued for an
unlimited period of time. On termination of Lease, the security is
returned to the full extent, provided this contract of Lease is
perfectly fulfilled and all other obligations in connection with this
Lease are complied with. Otherwise the security provided shall be set
off against Lessor's claims.
Lessor may demand that the suretyship is increased corresponding to a
rent increase as per Section 8 of this contract. Accordingly, the
security is to be increased on I4essor's first demand in such a way,
that it always matches SIX current net monthly rent payments.
2. If the security or an appropriate guaranty is not received by Lessor
within 14 days after handing over of contract, Lessor is entitled to
withdraw from contract after another written caution of 14 days.
SECTION 17
SPECIAL CONDITIONS
1. LESSEE IS GRANTED AN ADDITIONAL CONTRIBUTION TO EXPENSES ON FITTING OUT
IN THE GROSS AMOUNT OF DM 350,000.00, IN ADDITION TO THE CONVENTIONAL
DESIGN.
THIS CONTRIBUTION MAY BE USED FOR FALSE FLOOR, AIR CONDITIONING IN
VARIOUS AREAS, ADDITIONAL STEEL DOORS AND FOR ADDITIONAL LAMPS AND
OTHER SPECIAL REQUIREMENTS, WHICH ARE NOT INCLUDED IN THE STANDARD
BUILDING SPECIFICATIONS.
2. Lessor assumes the obligation of cleaning the pavement including snow
removal and gritting in icy weather of the pavements and pedestrian
areas in front of the building, complying with the municipality's
provisions. The corresponding expenses will be apportioned to the
lessees in accordance with Section 6, sub-paragraph 2.
3. Lessee agrees furthermore to clean windows and window frames regularly.
This also applies to sun protection facilities. If cleaning contractors
are entrusted with attending to the overall property, Lessee may join
such an agreement provided it bears the proportionate expenses.
4 The house regulations attached from part of this Lease and shall be
signed by the two parties as well. The legal provisions shall apply
supplementary to these terms of contract.
5. Annulment, amendments and supplements to this contract must be made in
writing. Any verbal agreements, in particular on cancellation of the
written form, are ineffective. EACH PARTY IS ENTITLED TO AFFIX ANY
AGREEMENTS ON AMENDMENTS OR SUPPLEMENTS REGARDING THIS LEASE TO THIS
DEED.
6. If any provisions of this contract prove to be or become legally
ineffective, the validity of the o other provisions of this lease shall
remain unaffected. The contracting parties, however, agree to ensure
that the ineffective provisions are replaced by other, economically
equivalent, effective provisions, if possible.
7. The following appendices form part of this contract:
a) BUILDING SPECIFICATIONS DD. OCTOBER 23RD, 1997
b) GROUND PLANS OF OFFICE AND STORAGE AREA
c) House regulations
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Dusseldorf Frankfurt, October 31st, 1997
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Lessor Lessee
Appendix to the Lease
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HOUSE REGULATIONS
1. Lessee shall handle the leased areas and common rooms with care and
instruct its employees accordingly. This applies, in particular, to the
interior of the elevators, to the entrance area, and to the handling of
mail boxes, the xxxx system, and of the windows and facilities for the
protection against the sun.
2. The building is opened by the janitor at a time to be agreed with the
majority of lessees, at 7:00 o'clock in the morning closed at 18:30 in
the evening. Lessee or the employee opening the entrance facilities
earlier in the morning or later in the evening by means of a key, is
obligated to relock these doors.
3. Within its area of lease, Lessee shall provide a sufficient number of
ashtrays, in order to avoid burn holes in the carpets. In the general
area it has to be taken care that the ashtrays provided are used.
4. Plantings which are only accessible through Lessee's leased area, are
to be attended to by Lessee, i.e. regular watering, at least once a
week.
5. Any transports of furniture or other, which may require a locking of
the elevator, are necessarily to be agreed with the house management in
advance and may only be executed in the presence of the competent
janitor.
6. The stairwell areas, entrance facilities, basement and outer areas
including glass parts are jointly attended to. The respective expenses
are apportioned together with the incidental expenses to the individual
lessees. Special outer entries (exclusively used by Lessee) are to be
maintained and kept free from Snow by Lessee.
7. The usual refuse is collected in a garbage skip and disposed of by the
fleet of the municipality of Duesseldorf. Exceptional refuse as for
instance larger amounts of paper, are to be disposed of by Lessee
itself. If necessary, Lessee shall obtain a paper pressing plant. If
several lessees intend to use such a plant together, this may be
arranged for by the house management.
Dusseldorf Frankfurt, October 31st, 1997
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Lessor Lessee
Appendix 1 to the Lease
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BUILDING SPECIFICATION AS TO DESIGN
GENERAL On the premises Dusseldorf-Xxxxxx,
Prinzewnallee/Hansaallee, several office buildings are
constructed, one of them designed as multi-story office
building. This refers to the 1st and 2nd phase of
construction of an administration center at the corner
Prinzewnallee/Hansaallee.
Parking lots and a part of the required technical rooms
are planned to be housed in the basements.
In general, an up-to-date and well-appointed design of
unobjectionable workmanship corresponding to the state
of the art, to the DIN standards and to VOB (contract
procedure for building works) shall be realized,
completely serviceable, and in compliance with all the
regulations.
FOUNDATION SOIL Gravel, sand, pressure according to ground certificate
LOAD CAPACITIES On all office floors, a working load of 350 kg/m(2)
including allowance for partition walls is planned,
on the ground floor 500 kg/m(2)
PEDESTALS Reinforced concrete according to static requirements.
TYPE OF CONSTRUCTION Reinforced concrete framework construction in large
grid of 7.50/7.50 m,, made of site-mixed concrete or
partly site-mixed concrete. The framework of the
building is designed to minimize the number of bearers
reducing the rooms.
A grid of 1.50 m is planned for the facade so that a
division into individual offices of different sizes
and connections to partition walls is possible in
this grid. Axial measure of individual rooms is 3.00
m, of two-man offices 4.50 m. Open-plan and functional
rooms are possible, but will require the ventilating
system to be complemented or the installation of an
air conditioning plant.
Parapets and lintel aprons of solid concrete on the
outside assembly units and heat insulation of 10 cm
Window units as pivot hung windows in high-quality
aluminum/timber work construction (outside aluminum,
inside timberwork, sides facing the street equipped
with sound-insulating glazing.
All the widows can be opened for cleaning and airing.
The windows are thermically separated and equipped
with special insulating glass
The semicircular building is cased by a structural
glazing facade of high-quality dark glass.
The facade shall be equipped with top-hung sash
windows for opening. Parapets consist of single-layer
mirror glass as cold facade with high-quality
insulation.
The window systems consist of insulating glass with
shading on the outside (gathering-up shutters for
shading, to be operated individually.) and a parapet
base with eased heating units or convectors installed
behind.
HEIGHT BETWEEN FLOORS
1st basement 3.52 m
ground floor 3.60 m /2.75 m clearance
1st to 5th/6th upper floor 3.60 m / 2.75 m clearance
ROOFS All the roofs, except for ceiling of the underground
car park are constructed as roofs without vapor
barrier insulation with repeated waterproof
sheltings, heat insulation and xxxxxx covering. The
connections are fixed with connecting two-piece
aluminum profiles and sealed.
CEILINGS Ceilings of solid reinforced concrete on all floors.
The individual office floors shall be equipped with a
suspended aluminum sheet grid ceiling consisting of
perforated aluminum sheet panels. Elevator anterooms
and the entrance area are designed with a suspended
gypsum plaster board ceiling with sound protection
mats inserted.
FLOORS On the ground floor floating floor with heat
insulation according to DIN standards. On the upper
floors wash floor with an additional built-in
multiple duct in the floor along the windows for
future requirements by lessee. All the rooms shall be
equipped with an upper floor covering of
high-quality, roller chair resistant, antistatic
carpeted floor (supposed xxxxx XX 36.00/m(2)).
The semicircular building shall be equipped with a
false floor; 60 mm thick (total construction height:
110 mm).
All the sanitation rooms and toilets shall be
equipped with wall and floor tiles with decorative
coloring. The wall tiles are laid from floor to
ceiling. The kitchens shall be equipped with a
laminate floor covering.
WALLS Outer walls of the basements built with concrete
according to static requirements. On the outside
insulated from moisture, Sound insulation of not less
than 27 dBA.
Room partition walls are designed as high-quality,
flexible partition wall system with plastic-laminated
surface (for each m(2) of leased area, 0.5 m(2) of
wall are supplied), with edges and door frames
rounded, and with painted solid wooden doors.
Lessor provides 0.5 m(2) of office partition wails
for each 1 m(2) of leased office space. If this
amount exceeds lessee's requirements, no credit note
can be issued, as a following lessee may assert its
claim to a more comprehensive equipment.
The entrance halls will convey a prestigious
impression. Glass cloth and natural stone coverings
will be used as wall covering.
Non load-bearing walls of the basement are
constructed as fair-faced brickwork and painted with
binder (ceilings as well).
Stairwell walls and pillars on the individual floors
shall also be equipped with fiber glass wallpaper and
painted. This also applies to the inner side of the
parapets.
FACADE The facade consists of concrete assembly units,
coated white and special steel cord shall serve as
railing. The xxxxx sides of the building are covered
with glassed granite plates.
DOORS The entrance doors to the floors are provided in
glass with door handles made of special steel.
Construction according to official conditions. The
rooms' internal doors are laminated with white
plastic and will have a steel frame. The other doors
according to official provision
FITTING Built-in cupboards, furniture and curtains are not
part of the fitting provided.
DOMESTIC TECHNIQUE All the installation systems are to be
designed to enable a change of rise of the offices
without requiring major changes to the basic
installation
ELECTRIC INSTALLATION Supply: feed line 4 x 16 mm(2) separately for each
lessee.
DISTRIBUTION: (within the leased area) each lessee
obtains its own subdistribution with a connected load
of 30 kVA for the electric power supply of lighting
and current outlets in the window sill duct or false
floor (circular building).
A triple window sill duct run (170 mm steel sheet)
will be installed under the windows on the office
floors. -duct gait 1 and 2 (with front cover of
plastic) to provide space for current wall outlets
and connector boxes for telephone and EDP. -duct part
3 (with front cover of steel sheet) for the
separation of data cables In the circular building)
the installation is laid in the false floor.
Lessor installs one double current wall outlet for
each double window. It is for Lessee to provide
connector boxes for telephone and EDP.
SWITCHING: Each individual office is equipped with a
series switch with a current wall outlet for
cleaning purposes.
XXXX AND COMMUNICATOR SYSTEM: Each lessee obtains one
station (entrance/reception) and a xxxx key button at
the entrance of the building, and at the entrance of
the leased area) respectively.
TELEPHONE: Within the leased area (near the current
distribution), a vacancy is provided for the
installation of a telephone splitter. Cabling (from
main splitter to lessee's splitter) and the number of
individual lines is within lessor's responsibility
and to be agreed with "Telecom". The space required
for cabling is provided in the form of lines and
shafts for risers. Ordering, expenses and the overall
installation involved in the operation of the
telephone system and providing the telephone system
is within lessee's responsibility as well.
EDP: Ordering expenses and overall installation with
respect to the operation of an EDP system is within
lessee's responsibility as well.
ANTENNA: In the basement of each building, a
connection to cable TV is provided.
EQUIPOTENTIAL BONDING: In the individual leased
areas, near the sub-distribution, there is an
equipotential busbar with a NYAF cable of 25 mm. Any
expenses and ordering of an equipotential bonding
(unless part of domestic technique) and other
protective measures (e.g. against excess voltage) and
screens of whatever kind, including but not limited
to telephone and/or EDP system are generally to be
borne by lessee. A lightening protection system
exists.
STAIRWELL: Continuous safety lighting. Auxiliary
lamps are switched on additionally by means of key
buttons/ motion detectors. Illumination not less
than 100 lux.
FITTINGS Lessor provides 50% of the required large field lamps
of 2 x 36 xxxxx and installation according to the
grid of the ceiling.
ELEVATORS The semicircular building houses 4 panoramic
elevators located in glass towers. All the office
buildings are equipped with amply dimensioned
interior elevators. The floors within the elevators
arc designed in granite. The walls are sheathed with
special steel sheets or a minor wall. Halogen spot
lighting is fitted into the ceiling. Elevators are
equipped with a special steel railing.
At the facade of the tower building, two glazed
elevators run freely up and down. The cages are cased
with polished special steel sheets or sheathed with a
mirror.
The floor is covered with granite. Position indicator
and control board are sheathed with a special steel
covering.
Cage doors;
Two-part, all-automatic sliding doors.
The cages are sheathed with special steel sheets.
Cage walls are glazed. Lighting by halogen spots,
installed even with the ceiling. The floor is covered
with granite Doors and portals are built in with
polished special steel sheets. The cages are equipped
with a special steel railing.
PORTALS AND ENTRANCES
Portals and entrances are constructed as windscreen
system, in part two-story, in aluminum flame
construction, interior doors of the entrance area as
glass-only facilities. The floors of the entrances
are to be equipped with a designed granite floor
covering with integrated doormat.
STAIRWELLS Stairwells are designed as stairwells open to the
elevator anterooms, allowing an easy,
organizationally important connection between the
floors
Railings are built as architecturally designed
special steel railings.
The internal stairs are covered with high-quality
granite tiles. The escape stairs are covered with
high-quality Quarella tiles and steps.
HEATING Heat generation is effected by an all-automatic
heating installation with gas-operated
low-temperature heating furnaces. The heating system
is complemented by a weather dependent flow
temperature controller, Staefa with Wilo-pumps. A
heat reduction in the night and a weekend program are
planned. At each window center line of 1.50 m, modern
convectors, equipped with thermostatic valves, are
planned to serve as heating units. These heating
units dispose of a smooth and elegant front plate,
fitting; optically well into these window axis and
providing a flexible division of the rooms.
SANITATION The cold water pipes are designed in copper. In the
room of the house connections, a filter is supposed
to keep away any penetrating impurities. Current
supply lines are laid to the washstands for warm
water supply of the lavatory basins. The installation
of a no-pressure hot-water apparatus is to be
provided by lessee if so required.
All the installations are planned in white color
Lavatory basins (56 cm), toilet with plastic lid and
built-in flushing box. Each washstand is equipped
with a mixing faucet with cam type closure, crystal
mirror and chromium-plated towel-rails. In each water
closet, a coat hook is planned. In the small kitchens
on each floor, kitchen supply is provided for. Here
again, a current feeding line is planned for a
hot-water apparatus.
Drainage of the roof is effected by special roof
inlets and drain pipes leading into a well drain.
From there, through a pipe system in the ground, the
rain water trickles away. In the technical and
connection rooms, inlets are planned.
VENTILATION All the rooms are mechanically ventilated. Change of
air: approx. triple. Additionally, the offices will
be equipped with heating units for static basic
heating. All the outgoing air gets out through air
evacuation valves, ducts and ventilating devices. In
the ventilating device, the residual heat of the
outgoing air is used by means of heat recovery. This
heat is delivered to the fresh air. Each ventilating
device disposes of a heater and a cooler, so that
according to the outdoor temperature warmed or cooled
air is insufflated through the air valves in the
intermediate ceiling.
COOLING An air cooling plant is provided, which guarantees
basic cooling (approx. 4 K below outdoor temperature)
corresponding to ventilation. Full cooling of the
offices can be retrofitted by lessee at lessee's
expense, requiring a comparably small effort. For the
purpose of such retrofitting or of EDP cooling,
cooling water systems are preinstalled on the office
floors. The cooling water system is lead up to the
individual floors as closed system including
recooling plant, pumps and pipe network. At the
transfer spot, a later connection of secondary
cooling plants is possible at any time.
GROUNDS Parks and gardens with a lot of large trees, numerous
bushes, lawns, fountains and works of art in the open
countryside, roofs are planted with plants.
Amended; October 23rd, 0000
Xxxxxxxx 2 to the Lease (Additional agreement), Prinzenpark with the company
Star Telecommunications Deutschland GmbH
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Additionally, Lessor shall assume:
1. False floor of the technical area on the ground floor Prinzenallee 7 at
Lessee's choice.
2. The large field lamps (2 x 36 xxxxx) according to the regulations on
work places (Arbeitsstatten-Richtlinien) are provided in full and
installed by Lessor.
3. On the ground floor to the right, a steel door (cased) is installed and
a mobile ramp is provided.
4. As Lessee wishes to bring in its own carpet with its own logo, Lessor
shall credit DM 50.00 per m(2). This only refers to the commercial area
on the ground floor (not exceeding 300 m(2).
5. A distribution box for the electric installations is supplied and
installed.
6. Lessor guarantees Lessee a grounding of [less than or equal to] 1ohm.
7. Lessor provides Lessee a current supply with 3 phases of 65 KW each,
but only until Lessee is provided with an own transformer by the city's
department of works (Stadtwerke).
8. With respect to infrastructure suppliers, Lessor allows Lessee that the
company ISIS or the Telcom are authorized to perform core drillings, in
order to be able to insert supply lines. Lessee is obligated to assume
the liability for any damages caused by such core drillings.
