| COMMERCIAL LEASE |
Hereinafter referred to as: the “Lessor” | |
| ON THE ONE HAND, |
Hereinafter referred to as: the “Lessee” | |
| ON THE OTHER HAND, |
| (A) | The Lessor is the owner of a property called “Le Capitole”, located in Nanterre (Hauts-de-Seine), with the postal address of Parc des Fontaines, 55, avenue des Champs Pierreux 92000 Nanterre, (the ”Property”), breaking down as follows: |
| § | a lower ground floor, |
| § | an upper ground floor, |
| § | four upper floors, |
| § | covered parking places, |
| § | outdoor parking places. |
| (B) | The Lessee wishes to lease premises for office use in the Property, currently partly occupied by the company Crédit Coopératif and partly by Société Générale (Premises 4B and Premises 4A, respectively, as these terms are defined hereinafter), it being specified that: |
| - | the premises may be delivered progressively to the Lessee, in two stages, considering the time frames for restitution and renovation of Premises 4A, currently leased by Société Générale; and |
| - | in order to accelerate the delivery of premises 4B to the Lessee and the completion of the Lessee’s fitting-out works in these premises, the Lessee wishes to integrate the renovation of Premises 4B to be carried out by the previous tenant within its own fitting-out works, in return for a financial contribution by the Lessor to carry out these works, rather than wait for them to be carried out by the former tenant or by the Lessor prior to the entry into effect of the lease. |
| (C) | It was under these conditions that the Parties have come together and entered into this commercial lease agreement, under the clauses and conditions set forth herein. |
| (D) | The Lease is divided into two titles forming an indivisible whole: |
| (E) | This commercial lease cancels and replaces any written or oral agreement as may exist prior to the date hereof between the Lessor and the Lessee concerning the leasing of the Leased Premises (as this term is defined in Article 1.1 of the Special Terms and Conditions) under a commercial lease. |
| 1.1 | Definition of the Leased Premises |
| 1.1.1 | The Lessor hereby grants a lease (hereinafter referred to, together with its appendices, as the “Lease”) to the Lessee, which accepts the same, over the following premises located in the Property, for use as offices and for activities, namely: |
| § | premises located on the 4th floor of Division B of the Property, of a total floor area, including the share of communal areas, of 2,275 m², hereinafter referred to as “Premises 4B”; |
| § | premises located on the 4th floor of Division A of the Property, of a total floor area, including the share of communal areas, of 547 m², hereinafter referred to as “Premises 4A”; and |
| § | 70 parking places distributed as follows: |
| - | 40 outdoor parking places numbered 71 to 83 at level 0, 24 to 32 and 45 to 49 and 61 to 63 and 194 to 203 at level +1 |
| - | 22 “silo” parking places numbered 155 to 164 and 200 to 211 |
| - | 8 “VIP” parking places numbered 19 to 23 and 67 to 69 |
| 1.1.2 | The non-binding floor areas set out above include the share of those parts of the Property used in common by all tenants of the Property, and which pertain to the private (exclusive-use) floor areas in the Leased Premises. |
| 1.2 | Use of the Leased Premises |
| 2.1 | Entry into effect of the Lease |
| 2.2 | Delivery of the Leased Premises - Condition of the Leased Premises |
| 2.2.1 | The Leased Premises shall be progressively delivered to the Lessee by the Lessor according to the following timetable: |
| - | Premises 4B and the 70 parking places shall be made available to the Lessee in advance, as of the date of signature of this lease, in order to allow the Lessee to carry out the renovation and fitting-out works referred to in Articles 2.2.2 and 3.3 of the Special Terms and Conditions, to the exclusion of any operation of its activity; |
| - | Premises 4A shall be made available to the Lessee on the Effective Date of the Lease, if Premises 4A are available and have been renovated at that date, or as of the time that Premises 4A are available and renovated if at a later date and, in any event, at the latest on 15 May 2013 (the “Premises 4A Delivery Date”). |
| 2.2.2 | The Leased Premises shall be delivered to the Lessee, subject to the following details: |
| (i) | Since Premises 4B are being made available to the Lessee, on its request, in the condition in which they are to be found on the date of signature of this lease so that the latter may more rapidly carry out the renovation works required for the fitting-out of the premises, in return for a financial contribution to these works by the Lessor, Premises 4B shall be deemed to have been made available to the Lessee with partitions removed and in perfectly renovated condition in accordance with the specifications set out in the notice appearing in Appendix 21, and the Parties therefore dispense one another from drawing up a schedule of condition on entry into these premises; |
| (ii) | By way of derogation from Article 4 of the General Terms and Conditions, Premise 4A shall be made available by the Lessor to the Lessee on the Premises 4A Delivery Date with partitions removed and cables (low current) removed, and in perfectly renovated condition (except toilet blocks which will be restored in good condition), on the Premises 4A Delivery Date as shall be observed in a joint schedule of condition of the Premises 4A (hereinafter the “Premises 4A Schedule of Condition”) shall be drawn up by a Huissier de justice (bailiff) on the date on which the premises are made available, and that bailiff’s formal record of observation shall be deemed equivalent to a joint schedule of condition on entry of the Lessee for Premises 4A, the cost of which shall be borne for half each by the Lessor and the Lessee. |
| A descriptive of Premises 4A after renovation will be annexed to the Premises 4A Schedule of Condition and will form an integral part of this document. |
| 2.2.2 | Regarding Premises 4B, the Lessee may not require the Lessor, in any respect whatsoever whether on the Effective Date of the Lease or during the course of the Lease, to make any modification or renovation, any change of any nature whatsoever to the Leased Premises, nor any reduction in the Rent, and shall have no right of claim or warranty by the Lessor for any cause whatsoever, due to the condition of the Leased Premises on the Effective Date of the Lease. |
| 2.2.3 | Subject to the full performance by the Lessor of Articles 2.2.1 and 2.2.2 of the Special Terms and Conditions above (in the particulars referred to in Article 2.2.3 above), the Lessee acknowledges that the Lessor has therefore fully performed its duty to hand over the Leased Premises in accordance with Article 1719 para 1 of the Civil Code. |
| 2.2.4 | The Leased Premises must be returned to the Lessor at the end of possession by the Lessee, in those conditions laid down in the General Terms and Conditions, meaning in good condition and conforming to the specifications detailed in the notice featured in Appendix 21 for Premises 4B and conforming to the schedule of condition entry for Premises 4A and, at the Lessor’s discretion, with all partitions and cables (low current) removed, including Premises 4B which are deemed to have been handed over to the Lessee with all partitions and cables (low current) removed. |
| 3.1 | Amount of the Rent |
● | Eight hundred and four thousand two hundred and seventy euros (€ 804,270) for premises for office use, i.e a rent of € 285 per square meter, |
● | Sixty thousand euros (€ 60,000) for the outside parking places, i.e a rent of € 1,500 per place, |
● | Thirty eight thousand five hundred euros (€ 38,500) for "Silo" parking place, i.e a loan of €1,750 per place, |
● | Sixteen thousand euros (€ 16,000) for "VIP" parking palces, i.e a rent of € 2,000 per place. |
| 3.2 | Rent-free period |
| 3.2.1 | As a exceptional commercial gesture, and considering the progressive delivery of the Leased Premises, the Lessor grants the Lessee a rent-free period equal to nine (9) months of Rent excluding taxes (hereinafter the “Rent Exemption”), it being specified that, for Premises 4A and the corresponding portion of the Rent as fixed in Article 3.1 above, as of the Premises 4A Delivery Date. |
| 3.2.2 | In the event that the Lease is terminated before the end of the 6th year of the Lease, due to the Lessee’s exclusive fault pursuant to Article 18 of the General Terms and Conditions, the Lessee shall, without prejudice to the terms of said Article 18, reimburse a portion of the Rent Exemption calculated according to the following formula: |
| 3.3 | Lessor’s contribution to the Lessee’s works |
| 3.3.1 | The Lessee has informed the Lessor of its desire to carry out fitting-out works in the Leased Premises, the related tender documents are set out below in Appendix 2020 (hereinafter referred to as the “Fitting-Out Works”), and in addition to which there are also the works required for the renovation of Premises 4B following the departure of the previous tenant, the descriptive file for which is set out below in Appendix 21 (hereinafter referred to as the “Premises 4B Renovation Works”) (hereinafter referred to together as the “Works”). |
| - | the Lessee must in all cases submit to the Lessor a complete file complying with the provisions of Article 11.8.1 of the General Terms and Conditions so that the Lessor and its technical advisor will be in a position to benefit from the same level of control over these works as over any substantial works in the Leased Premises; including the validation of the Fitting-Out Works by an inspection body prior to any start of the Works, it being specified that: |
| - | the detailed description of the Premises 4B Renovation Works to provide as part of this work fil had been already reviewed by the Lessor and is set out in Appendix 21 and, |
| - | the cleaning section of the Premises 4B Renovation Works is already validated by the Lessor and its counsel and might be initiated by the Lessee immediately after its entry in the premises , subject to the furniture to the Lessor, prior to any start of the works of: |
| o | The subcontractors' list |
| o | The justification of the insurance cover of the works by the Lessee and its enterprises; and |
| o | A timeframe for the works to be completed. |
| - | taking into account the anticipated start date for Fitting-Out Works, the period referred to in Article 11.8.1 a) of the General Conditions is reduced to 5 working days. |
| 3.3.2 | As an exception, the Lessor accepts to contribute to the cost of the Works: |
| (i) | for a fixed and final maximum amount of four hundred and eight thousand three hundred and five euros (€408,305) excluding taxes, incremented by VAT at the rate in force, for the Premises 4B Renovation Works; and |
| (ii) | for a fixed and final maximum amount of two hundred and eighty-two thousand two hundred euros (€ 282,200) excluding taxes, incremented by VAT at the rate in force, for the Fitting-Out Works, |
| - | of charges, taxes pertaining to the Leased Premises and to the Property which must be reimbursed by the Lessee to the Lessor in accordance with the terms of the Lease (it being specified that the amount of taxes pertaining to the Leased Premises and to the Property is not included in the provision for charges referred to above and shall be the subject of invoicing by the Lessor to the Lessee, separate from the provision for charges), and |
| - | of charges, taxes pertaining to the staff canteen (which shall be paid directly by the Lessee to the groupings formed among the Property’s tenants ), |
| 5.1 | The Lease has been granted and accepted for a duration of nine (9) full and consecutive years as of the Effective Date of the Lease. |
| 5.2 | Any notice of non-renewal given by the Lessee or by the Lessor pursuant to this Lease must be notified by bailiff service at least six (6) months in advance. |
| 5.3 | On the expiration of the Lease, in the event of renewal then the lease shall continue for a duration of nine (9) years, and the Lessee shall then be entitled to give notice of non-renewal on expiry of each three-year period. |
| 5.4 | The provisions of Article 5.1 above are material and determining factors not only for the financial conditions of the Lease but also for the will of the Lessor to enter into this lease. |
| - | until the expiry of a period of six (6) months following the date of vacating by the Lessee of the Leased Premises, said date of vacating arising from a formal record observing the return of the keys by the Lessee to the Lessor; a copy of this formal record of observation shall be sent to the guarantor bank by the Lessee; |
| - | or, in the event of renewal of the Lease, until the date of receipt by the guarantor bank of a letter from the Lessor attesting to the delivery of a new guarantee. |
| (i) | any entity or company that is controlled, within the meaning of Article L.233-3 of the Commercial Code, by ICON Plc, Irish Company,shall be deemed to be a company in the Lessee’s group; |
| (ii) | the Lessee may not sublet more than 60 % of the floor area of the Leased Premises (and 40% of the parking places) to more than five (5) different subtenants; |
| (iii) | the Lessee may not have more than five (5) companies domiciled in the Leased Premises; and |
| (iv) | if the subtenant or domiciled entity ceases being a company in the Lessee’s Group within the meaning of this Article, the sublet or domiciliation that it benefits from shall fully and automatically come to an end within one month of that event. |
| 3.1 | The Leased Premises - to the exclusion of the parking places - are intended for exclusive use as commercial offices, to the exclusion of any other use or activity even if connected or complementary, and the Lessee undertakes to use the Leased Premises peaceably and, in accordance with Articles 1728 and 1729 of the Civil Code, solely for the exercise of its activity as appearing on the date hereof in the Lessee’s Articles of Association, a copy of which is appended in Appendix 6, to the exclusion in particular of receiving the general public (it being specified that receiving the Lessee’s customers on appointment and receiving its fellow contractors, suppliers and others, in accordance with the intended use of the Leased Premises as commercial offices, are not concerned by this prohibition) and sale to the general public; it being agreed that no goods may be stored or displayed for sale in the Leased Premises. |
| 3.2 | The Lessee shall comply with laws, regulations and administrative prescriptions connected with the activities exercised by it, in such a manner that the Lessor shall never be pursued in this respect and shall be protected and held harmless against all consequences which may arise as a result. |
| 3.3 | The Lessor reserves the right to let other premises in the Property to any other person whatsoever including for activities which compete with those of the Lessee, which cannot claim any right of exclusivity. |
| 5.1 | Rent |
| 5.2 | Index-linking |
| 5.2.1 | The Rent shall be index-linked each year on the anniversary date of the Effective Date of the Lease, fully and automatically and without any formality or request, on the basis of the variation in the tertiary activity rents index (indice des loyers des activités tertiaires - ILAT) published quarterly by INSEE in the French Official Journal (Journal Officiel). |
| 5.2.2 | It is expressly agreed by and between the Parties that the application of the index-linking clause shall not have the effect of reducing the rent for any given year below the amount of the Rent fixed in Article 3.1 of the Special Terms and Conditions. |
| 5.2.3 | In the event of delay or absence of publication of the applicable index value at any given index-linking date, a provisional rent shall be charged. This provisional rent shall be calculated on the basis of the last published index value at the time of the call for payment of the rent. This provisional rent shall give rise to a corrective adjustment (supplement or repayment) once the final index value has been published. |
| 5.2.4 | In the event of absence of publication or disappearance of the index chosen by the Parties or in the event that the chosen index cannot be applied for any reason whatsoever, the Parties expressly agree: |
| (i) | to substitute for that index either the new statutory index which is published to replace it and which shall be compulsorily applicable to the Lease pursuant to laws and regulations, or, that failing, any similar index chosen by agreement between them, |
| (ii) | in the absence of a replacement index or agreement between the Parties, to substitute the construction cost for the same, and |
| (iii) | in the absence of publication or in the event of disappearance of the construction cost index, to have the Presiding Judge of the Tribunal de grande instance (District Court) with territorial jurisdiction over the location of the Property, deciding by order in référés (urgent summary / interlocutory proceedings), on petition by either party, an expert who shall have the powers of common Agent of the parties; this common Agent, whose decision shall be final and without appeal, shall have the task of choosing, and where necessary reconstituting, an index which reflects as precisely as possible the rents of tertiary sector activities on a national level. The index chosen by the expert having the powers of common agent shall apply with retrospective effect as of the date of the first index-linked adjustment as applicable pursuant to the contract following the disappearance of the index which was initially chosen by the Parties. The fees and costs of the order and of the expert shall be borne in equal shares by the Lessor and the Lessee. |
| 5.2.5 | The fact that the Lessor fails to exercise this index-linking clause, notwithstanding the variation of the reference index, may not under any circumstances be deemed to be an implied waiver of the application of that index. |
| 5.2.6 | By the common intent of the Parties, the provisions of this Article 5.2 shall be divisible, such that in the event that any one of them is inapplicable for any reason whatsoever, the others shall remain in force and applicable between the Parties. |
| 5.2.7 | The annual index-linking of the amount of the Rent, as provided for in this Article 5.2, constitutes a condition that is of the essence of and a determining factor for the will of the Lessor to enter into the Lease and to continue its performance. |
| 5.2.8 | For the avoidance of doubt, it is specified that the index-linked adjustment provided for in this Article 5.2 constitutes a contractual index-linking clause and does not refer to the statutory three-yearly revision as provided for in Articles L. 145-37 and L. 145-38 of the Commercial Code. |
| 5.3 | Payment terms for the Rent |
| 6.1 | As a condition which is of the essence of the Lease, without which the Lessor would not have entered into contract, it is expressly agreed by and between the Parties that the Rent is deemed to be net of any and all charges, taxes for the Lessor, with respect to the Leased Premises and/or the communal areas of the Property , and that the Lessee shall bear the entire amount, either directly or by way of advance or repayment to the Lessor, the charges and the taxes of any nature pertaining to the Leased Premises and/or the communal areas of the Property, , in reserves only exclusions mentioned in the Article 6.2 below. |
| 6.2 | The Lessee shall reimburse the Lessor for all charges pertaining to the Leased Premises and/or the communal areas of the Property and all charges pertaining to the Property (according to the share specified in the projection of the amount of charges as appearing in Appendix 7 corresponding to a pro rata calculated on the basis of the fractional share represented by the Leased Premises in the Property), including but without limitation: |
| a) | expenses for maintenance, cleaning (including maintenance and cleaning work to be carried out on the façades), exploitation, repairs (including in the event of disorder affecting the façades of the Property), improvements, works to ensure compliance and conformity with standards pertaining to the Property. |
| b) | expenses for maintenance, cleaning, exploitation, repairs, replacement, improvements, works to ensure compliance and conformity with standards pertaining to the Property’s technical installations and equipment (including heavy equipment and, where applicable, equipment in areas for exclusive use for which the Lessor retains management costs at the Lessee’s expense), |
| - | safety systems and their equipment, |
| - | heating/air conditioning installations (cooling units, office air treatment units, ancillary premises and technical/machinery premises, convector fans, air curtains, air conditioning/smoke removal extractors, extractors for technical/machinery premises, fire stop valves, water treatment, etc.) including heating/air conditioning and air renewal installations located in the Leased Premises, the repair and the replacement of which shall be provided by contractors mandated by of the Lessor which shall bill the cost onwards to tenants in the Property, |
| - | installations for the production and distribution of potable Hot Water for the communal areas of the Property and private, exclusive-use areas, |
| - | “high current” electrical installations (medium-voltage delivery station, medium to low voltage transformer, separating, breaker and metering units, sepam, per-floor electricity distribution panels, reactive energy production circuits, power circuits, internal/external lighting and safety lighting) including apparatus, circuit breakers, marking and reports, lights, wall sockets, chargers, batteries, generator sets, |
| - | “low current” installations (fire detection, access control, detectors, servos and control, skydome, CCTV, centralised technical management including its local units, sensors, actuator, supervisors, software), |
| - | installation of intercom system, including associated equipment, |
| - | water lift installations, including piping, sumps and their cleaning, the production of compressed air, electrical protection, automation, regulation and remote surveillance equipment, |
| - | extractions, including conduits, fire stop valves, electrical protection, automation, regulation and remote surveillance equipment, |
| - | installation of ventilation in the car parks, including extractors, CO detection equipment, electrical protection, automation, regulation and remote surveillance equipment, |
| - | lighting (normal internal/external lighting and safety lighting, technical/machinery premises, ancillary premises, corridors and landings), |
| - | plumbing installations (hot water, cold water, general drainage circuits) including conduits, siphons valves, inspections, descaling, cleaning, |
| - | lifting equipment (lifts, escalators, goods elevators), |
| - | automatic doors (car access, pedestrian access) and lifting gates, |
| - | toilets, including taps, emptying systems, drainage, fixed accessories, |
| - | fixtures, fittings and technical equipment of the Auditorium, |
| - | the cost of removal and sorting of communal waste, |
| c) | the cost of maintenance and renewal of decorative plants and landscaped areas, |
| d) | the expense, including social charges and associated charges, of personnel assigned to the Property including reception, caretaking, surveillance, cleaning, safety or the maintenance of installations or costs incurred in hiring external contractors for these purposes; |
| e) | all operating costs for caretaking, reception, telephone, decoration and management for the communal areas, |
| f) | fees of insurance brokers and premiums for the insurance policies referred to in Article 14 (including any premium surcharges paid for the Leased Premises), |
| g) | fees for rental and technical management etc. within a limit of 3.5 % of the annual rent excluding taxes and excluding charges; |
| h) | services of the engineering firm responsible for following up on the operation of lifts and elevators, heating and air conditioning, automatic doors, escalators, etc.; |
| i) | the cost of modifying the incoming lines, internal installation or any meter replacement as may be required by service providers; |
| j) | the consumption costs for lighting, utilities, heating, air conditioning, ventilation of the communal areas and all costs connected with the consumption of equipment located in the communal areas; |
| k) | all of the expenses pertaining to the staff canteen (including utilities consumption) as well as expenses pertaining to the upkeep, maintenance, verification, compliance with standards and renewal of all of the furniture and equipment (hereinafter referred to as the “Equipment”) of the staff canteen, it being specified that the charges pertaining to such expenses shall be called up by the associations referred to in Article 20 below; |
| l) | current and future taxes of any nature, including real estate tax as referred to in Article 7, it being specified that said taxes shall be the subject of distinct invoicing; |
| m) | the charges arising as a consequence of any servitudes; |
| n) | the cost of operation of the shuttle that the Lessor provides for tenants of the Property (it being specified that this cost is currently distributed among the tenants of the Property according to the number of badges for access to the Property provided to each tenant) |
| o) | the costs and fees associated with the environmental follow-up and any environmental certifications, |
| (i) | the cost of any security interests and/or pledge which are registered over the real property forming the subject-matter hereof |
| (ii) | the costs concerning the negotiation of leases with other Lessees or pertaining to disputes between the Lessor and other Lessees |
| (iii) | all costs and expenses incurred due to breach by the Lessor of the clauses and conditions of this lease or any other lease granted by the Lessor over the premises in the Property; and |
| (iv) | the cost of any works financed by insurance compensation paid to the Lessor for any event of loss affecting the Property. |
| 6.3 | VAT and payment terms |
| 6.3.1 | The aforementioned charges shall be subject to value added tax or any other new tax that may be created as complement to or as substitute for the same, at the rate in force on the date of each payment. |
| 6.3.2 | The payment of charges by the Lessee shall be made by the payment, in addition to the Rent, of a provision fixed by the Lessor on the basis of the forecast budget of charges of the Property drawn up each year. |
| 6.3.3 | At the end of each annual period, the amount of the invoiced provisions shall be regularised according to the statement of charges drawn up by the Lessor or its agent. |
| 6.3.4 | The terms for the invoicing and payment of charges are set forth in Appendix 4. |
| 11.1 | Use of the Leased Premises by the Lessee |
| 11.1.1 | The Lessee undertakes to use the Leased Premises in accordance with Articles 1728 and 1729 of the Civil Code, honourably and peaceably, for the use defined in Article 3 of the General Terms and Conditions. |
| 11.1.2 | The occupation of the Leased Premises by the Lessee must not give rise to any infringement or any complaint or claim by any person whatsoever, including the other occupiers of the Property. |
| 11.1.3 | The Lessee undertakes to comply with the internal regulations, servitudes, grouping bye-laws and other prescriptions of any nature applicable to the Property and to any changes thereto that the Lessor reserves the right to make. |
| 11.2 | Furnishing |
| 11.3 | Maintenance of the Leased Premises |
| 11.3.1 | The Lessee shall maintain the Leased Premises in very good state of upkeep, operation, safety, cleanliness and tenants’ repairs, and shall proceed with all repairs, works and replacements, at its own expense and progressively as any deterioration occurs as well as prior to restitution of the Leased Premises to the Lessor at the end of the lease, without any distinction and as necessary, including: |
| (i) | by way of derogation from the provisions of Article 1755 of the Civil Code, those repairs connected with events of force majeure and wear and tear, |
| (ii) | repairs and, as applicable, replacement of fences, gates, doors, windows, roller blinds, steel shutters, shades and other items, floor, wall and ceiling coverings, parquets, tiling, woodwork, locks and fastenings, plumbing, sanitary appliances, installations for the production and distribution of Potable Hot Water located in the Leased Premises, taps, electrical installations, all internal channels and conduits, etc.; |
| (iii) | repairs, maintenance and replacement of heavy equipment in the Leased Premises (with the exception however of any intervention on the air conditioning system and the system for the renewal of air, which shall be undertaken by contractors hired by the Lessor and the cost of which shall be invoiced onwards to the Lessee), and |
| (iv) | all works and expenses whatsoever as may be applicable to the Leased Premises or to the Property specifically due to the activity exercised by the Lessee in the Leased Premises, this list being solely an enunciation and not in any manner limitative; |
| 11.3.2 | The Lessee shall return the Leased Premises, on vacating the premises, under those conditions provided in Article 19 of the General Terms and Conditions. |
| 11.3.3 | In the context of the performance of its obligations, the Lessee shall only call upon contractors which are duly qualified and experienced, and approved by the Lessor - it being agreed that the Lessor may not refuse its approval without legitimate grounds - acting under the direction of skilled tradesmen who are duly qualified and experienced, and these contractors and skilled tradesmen shall be required to provide substantiation to the Lessor of having taken out the appropriate insurance. This approval procedure shall not be applicable for routine upkeep and maintenance work, but the Lessee nevertheless undertakes only to call upon contractors which are duly qualified and experienced. |
| 11.3.4 | In the event of failure to act by the Lessee in the performance of the works that it is responsible for pursuant to the Lease, and following notice of breach notified to the Lessee by registered letter with return receipt requested summoning it to perform such works within a period of fifteen (15) days and which has remained without effect, the Lessor shall be entitled to have such works carried out at the cost and risk of the Lessee. |
| 11.4 | Compliance with rules for the operation of the Property, safety rules and sanitary standards |
| 11.4.1 | The Lessee must also comply with the internal regulations of the Property (appearing in Appendix 9 and with all documents governing the operation of the Property (including the sports zone regulations appearing in Appendix 10 as well as the directives and recommendations of the manager(s) of all or part of the Property, and undertakes to have its personnel and any person that it is responsible for or with which it deals (suppliers, customers, visitors etc.) comply with the same. |
| 11.4.2 | The Lessee undertakes in particular: |
● | to leave all emergency exits free of any furniture or objects whatsoever at all times; |
● | not to load floors with a weight exceeding what they can bear; in this respect it is specified that the office floors can bear a weight of 350 kg/m²; |
● | not to overload the lifts, including the goods elevators, if any, or damage the cabs; |
● | to abstain from any noisy, dangerous, disruptive or insalubrious activity; to take any useful or necessary measure to prevent any disagreeable odour; to abstain from disposing of any corrosive substances or those which may block sewers and drains, and generally not to do anything which might affect said drains; |
● | not to use any of the communal areas, even temporarily and intermittently, for any packing or unpacking, for the placing of counters, distributing machines or other installations; in the event that in the framework of performing its obligations, the Lessee calls upon contractors who will pass through the communal areas of the Property, it must obtain the Lessor’s prior agreement as to the hours and plans for the access of these contractors to the Leased Premises via the communal areas of the Property; |
● | to comply, and ensure compliance by any contractor hired by it, with the rules applicable to works carried out in an establishment by an external contractor; |
● | not to use any loud speaker or other means of broadcast or any device whatsoever that may be heard outside the Leased Premises, nor any electric or other device which may disturb radiotelephone reception, transmissions of GSM, WAP, GPRS or UMTS or other telephones, or broadcast or digital television or Bluetooth or Wifi wireless digital networks, without having provided such devices with systems such as to avoid any disturbance for neighbours, and to take particular care in avoiding any interference between the various wireless networks used by the Lessee and those used by the other occupiers of the Property; |
● | not to use any slow combustion equipment or equipment producing harmful gasses, and the Lessor shall not be liable in any manner for any accidents causing property damage or bodily injury caused by such equipment; |
● | not to install in the Leased Premises any machine liable to cause disturbance to neighbours, and to remove any such installed machines without delay if their operation, despite the precautions taken, constitutes grounds for justified complaints by the other occupiers of the Property; |
● | not to install any engine in the Leased Premises, whatever its source of power, except with the prior written authorisation of the Lessor, with the exception of ordinary office equipment, ensuring that it is provided with the necessary systems to avoid any disturbance to other tenants of the Property and to neighbours, and to remove any installed with authorisation if their operation, despite the precautions taken, constitutes grounds for justified complaints by the other occupiers of the Property or neighbours; |
● | to take all steps to avoid the propagation of vermin, insects, etc. and, as the case may be, to destroy them; |
● | to ensure that its personnel and its visitors conduct themselves properly; |
● | not to store, inside or in the vicinity of the Leased Premises, inside or outside the Property, any dangerous or inflammable substances, radioactive or corrosive materials and, generally, any product that may be an issue for the security of occupiers of the Property or the health and hygiene in the Property; |
● | not to place or allow any third party to place anything, at the entrances of the Leased Premises or of the Property, or in the landscaped areas, which infringes safety rules or sanitary standards; |
● | not to install any awning, canopy or external blind whatsoever. |
| 11.4.3 | The Lessee shall be responsible for the safety and security of persons and property due to the Leased Premises and due to their use. |
| 11.5 | Compliance with regulations – Compliance Works |
| 11.5.1 | The Lessee, which assumes the responsibility of head of establishment throughout the duration of the Lease, shall scrupulously comply, and ensure compliance by persons in its employment or service and by its customers, visitors and suppliers, with all of the administrative authorisations, laws, regulations and orders in force now and in future, applicable to the Leased Premises, including, but without limitation, with respect to highways, police, health, salubriousness, the environment (including in particular for matters of environmental performance), labour regulations, safety, regulations concerning accessibility for disabled persons and persons of reduced mobility, the rules defined by national and European standards concerning fire-fighting and the prescriptions of fire-fighters and safety officers, all in such a manner that the Lessor shall never be pursued in this respect. |
| 11.5.2 | The Lessee undertakes to carry out, at its own expense and under its own responsibility, throughout the entire duration of its occupation, all works to ensure compliance with regulations, as recalled above, and to ensure standards compliance affecting the Leased Premises or their installations (including any modifications or developments), whether such works or developments are connected to the Lessee’s activity or not, and whether or not they have been the subject of prescriptions, claims or administrative injunctions, such that the Lessor shall never be pursued in this respect. The Lessor must be informed in advance of the performance of such works, which shall be carried out in accordance with Article 11.8. |
| 11.5.3 | The Lessee shall also bear, at its sole expense, the performance of all diagnostics pertaining to making the premises compliant with standards and those searches provided for by applicable regulations. |
| 11.5.4 | All works to ensure compliance and to meet standards for the communal areas of the Property and its technical installations as well as the items of collective technical equipment located in the Leased Premises (specifically, technical equipment for which maintenance is provided by contractors hired by the Lessor, at the Lessee’s expense, including the air conditioning system and the controlled mechanical ventilation system), shall be carried out by the Lessor which shall invoice the cost to the Lessee, and the Lessee accepts to reimburse this cost to the Lessor in accordance with Article 6 of the General Terms and Conditions. |
| 11.6 | Visits to the Leased Premises by the Lessor - Access in the event of urgency |
| 11.7 | Works by the Lessor |
| (i) | for the maintenance, repair, replacement, improvement and/or modification of the Leased Premises and/or equipment; |
| (ii) | for the purpose of seeking and repairing any damage and harmful events which have occurred in the Leased Premises, in the Property or in a neighbouring building. |
| 11.8 | Works carried out by the Lessee |
| 11.8.1 | Conditions for the performance of works |
| a) | The Lessee may not make any intervention in the Leased Premises involving any demolition, piercing of walls, floors or ceilings, any construction, modification or works affecting the solidity and/or structural elements and/or safety and/or equipment and/or the functioning of the Leased Premises and/or of the Property, any works which might change the intended use of the Leased Premises or any change in the arrangement of rooms which might affect the fire-proof doors or walls or technical installations, without the express prior consent of the Lessor. |
| (i) | a detailed description of the planned works and equipment (written and graphical documents) prepared by a maître d’œuvre (works project manager, architect etc.), |
| (ii) | a forecast timetable for the performance of the works, prepared by a maître d’œuvre (works project manager, architect etc.), |
| (iii) | the authorisation request file, if necessary (declaration of works, building permit application and/or demolition permit application, etc.), |
| (iv) | the list of contractors which will intervene to carry out the works in question, |
| (v) | a safety file, |
| (vi) | proof of subscription to construction insurance as maître d’ouvrage (project owner / developer) for the works (completed construction (dommage ouvrage) insurance with an extension of cover including the proper operation warranty for fitted equipment, intangible loss and damage to existing constructions, for the appropriate amounts; comprehensive site insurance (tous risques chantier) covering the entirety of the works and containing an extension of cover including damage to pre-existing structures as well as the liability of the Lessor and of the Lessee for damage caused to third parties due to the performance of the works, for appropriate amounts, etc.) and the liability insurance inherent in the works to be carried out, covering the Lessee and the intervening parties on the site (including general non-contractual liability and liability under the ten-year warranty) with an indication of the cover limits for each insurance policy, |
| (vii) | a written report from an renowned engineering firm confirming that the works do not undermine the solidity of the Leased Premises and/or the Property and its structures and, consequently, that they may be carried out without inconvenience and without danger. The Lessee’s engineering firm shall as a minimum have the following studies and works follow-up: solidity of the existing and created constructions, safety of persons, compliance of all electrical, air conditioning or other installations. The report shall also specify the consequences of the planned works on the outstanding two-year and ten-year warranties, where applicable, as arising in particular from any prior works carried out by the Lessee in the framework of the Lease, with the Lessee having no right of claim or recourse against the Lessor if these warranties are affected by the planned works. |
| b) | In the event that authorisation is granted, the Lessor may require that the works be carried out under the supervision of the Lessor’s architect and/or an engineering form chosen by it and/or any other skilled tradesman. |
| c) | After having obtained the Lessor’s consent and before beginning its works, the Lessee shall take personal responsibility for dealing, at its own expense, with the filing in its own name, the obtaining, and the purging of any appeals against any of the administrative- authorisations that may be required to carry out the works, all certificates, studies and authorisations of any nature as may be required to carry out the works (administrative authorities, architects, neighbours, etc.) as well as the payment of all taxes and contributions connected with such authorisations. |
| d) | It shall be prohibited, in any event, for the Lessee to proceed with any installation that may hinder access to the convector fans, air conditioning installations, inspection hatches, drainage taps, stopcocks, meters, pipes or any other installations that may exist in the Leased Premises. |
| e) | If the works are carried out by the Lessee without the prior, express and written authorisation of the Lessor, it may be required by the Lessor to return the premises to their initial state, in whole or in part, and this must be carried out by the Lessee within a period of three (3) months as of the notification made to it by the Lessor or its agent. That failing, on the expiry of the abovementioned period of three (3) months, a penalty shall be owed by the Lessee to the Lessor equal to (i) three hundred euros (€300) excluding taxes per day late during the 1st and the 2nd month of delay, (ii) five hundred euros (€500) excluding taxes per day late, beyond the 2nd month of delay, during the 3rd and the 4th month of delay, and (iii) eight hundred euros (€800) excluding taxes per day late, beyond the 4th month of delay, for the 5th and the 6th month of delay, without prejudice to the possible implementation of the termination clause as provided in the Lease. |
| f) | The Lessee shall alone have the authority to give the necessary instructions to the contractors, to sign the works contracts, to pay their invoices, to approve subcontractors, to grant formal acceptance of the works and to liquidate the worksite accounts, it being specified that the works shall be carried out at the Lessee’s risk and expense, subject to its sole and exclusive liability. |
| g) | The Lessee shall carry out its works at its own expense, in strict compliance with applicable regulations in matters of health, accident prevention, safety, respect for the environment as resulting from the Building and Housing Code, the Environmental Code, the Employment Code and best trade practices, using materials which are of perfect quality and in compliance with the documents approved by the Lessor, all of the above being in such manner that the Lessor shall never be pursued in this respect. |
| h) | The Lessee shall invite the Lessor to come to observe the completion of the works, carried out in accordance with the complete works file as validated by the Lessor. |
| i) | In the context of performing any works in the Leased Premises, the Lessee undertakes: |
| (i) | not to cause any disturbance going beyond ordinary neighbourly disturbances for the other occupiers of the Property or neighbouring buildings, |
| (ii) | to take personal responsibility for dealing with all claims and complaints that may be made by the other occupiers of the Property and by third parties with respect to said works, and |
| (iii) | to protect the Lessor and hold it harmless against any liability that it may incur towards any person due to property damage or intangible loss arising directly or indirectly from the Lessee’s works. |
| 11.8.2 | Accession |
| 11.9 | Reception - Caretaking - Cleaning |
| 11.10 | Plates and Signs |
| 11.11 | Parking places |
| (i) | not to wash vehicles, or carry out any repair or maintenance work such as radiator water change, oil change, greasing, etc. on the parking places; |
| (ii) | to take all necessary measures so that the use of the parking places is strictly reserved to members of its personnel and visitors who are accredited by it; |
| (iii) | not to use the parking places for storage, as archive premises, reserves or stores for any objects whatsoever; |
| (iv) | to comply with regulatory rules and/or special rules for the operation and safety of the parking places; |
| (v) | to comply with the particular instructions for use as may be given to it by the Lessor or by persons in the Lessor’s employment or service, |
| (vi) | to collect and to return to the Lessor on its demand the means of access (magnetic cards, keys etc.) which are provided to it, in order to allow for their replacement and at the end of the Lease. |
| 12.1 | Sublet - Domiciliation |
| 12.1.1 | The Lessee must occupy the Leased Premises itself and may not make all or part of the Leased Premises available to any other party, in any form whatsoever, including, inter alia, sublet, lease to management, domiciliation (even if temporarily, without charge, or on a precarious basis), without having obtained the prior written authorisation of the Lessor, failing which the Lease shall be terminated under those conditions laid down in Article 18. |
| 12.1.2 | To be validly made, the request for the Lessor’s authorisation must be sent by the Lessee to the Lessor by registered letter with return receipt requested, and must contain all necessary and useful information concerning the candidate, together with notification of the full text of the draft sublet agreement. The Lessor shall send its response (without being obliged to give reasons or substantiation for the same) at the latest within twenty (20) business days following receipt of the request. Absence of response within this period shall be deemed a refusal by the Lessor. |
| 12.1.3 | In the event of sublet (as authorised by the Lessor in accordance with this Article 12.1), the charges and conditions of the sublease must be compatible with all of those set forth in the Lease. In the event of incompatibility, the clauses of the Lease shall prevail. Any sublet agreement for the whole of the Leased Premises, if authorised by the Lessor, must be entered into terms which are strictly identical to those of the Lease. |
| 12.1.4 | In all cases, no sublet may be entered into less than eight (8) business days following notification inviting the Lessor to attend for the execution of the planned sublease - and which has been notified to the Lessor in advance under those conditions laid down in Article 12.1.2 - specifying the planned place, date and time for the signature of said sublease agreement. |
| 12.1.5 | In the event of sublet, the Lessee shall remain debtor for the entire amount of rent, fees, charges and incidental sums and shall remain bound by all of the obligations owed pursuant to the Lease, such that the Lessor’s relations shall only be with one single tenant, holder of the Lease for the entirety of the premises and which shall alone be liable for payment of the Rent and for the performance of the charges and conditions of the Lease, with the Lessor not agreeing under any circumstances to having any legal relations whatsoever with any possible subtenants. The works for the restoration of the Leased Premises as a consequence of sublets shall be exclusively borne by the Lessee. |
| 12.1.6 | Any sublease agreement granted by the Lessee must compulsorily reproduce, verbatim, the terms of Articles 12.1.3, 12.1.4, 12.1.5, which shall be binding on the subtenant, together with the following clause by which the subtenant represents that it has full knowledge and acknowledges that: |
| (i) | since the fate of the sublease will follow that of the Lease, the expiry or termination of the latter for any reason whatsoever shall fully and automatically cause the termination of the former; |
| (ii) | the Leased Premises form an indivisible whole and therefore the subtenant cannot, under any circumstances whatsoever, rely on a direct right against the Lessor, including in particular at the end of the Lease or its termination for any reason whatsoever. |
| 12.1.7 | If any of the above requirements is not met, the sublet shall be deemed to be irregular. |
| 12.2 | Assignment |
| (i) | the prior payment of all arrears of Rent in principal, charges and incidentals, |
| (ii) | the delivery to the Lessor of an enforceable writ of original recorded counterpart of the deed of assignment within one month of its signature, at the Lessee’s expense, failing which the Lease may be fully and automatically terminated, |
| (iii) | the payment by the assignee to the Lessor, on the date of assignment of the Lease, of a complementary security deposit equal to three (3) months of the Rent in force on the date of assignment of the Lease in order to increase the total amount of the security deposit held by the Lessor to six (6) months of Rent. |
| 12.3 | Lease to Management (location gérance) |
| 13.1 | Complete destruction |
| 13.2 | Partial destruction |
| 13.2.1 | If the partial destruction concerns, or makes unusable, less than forty percent (40%) of the private (exclusive-use) floor areas of the Leased Premises, the Lessor alone shall, by way of derogation from Article 1722 of the Civil Code, be entitled to terminate the Lease, fully and automatically, without any indemnity being owed by either party, (i) without this limiting the Lessor’s rights against the Lessee if the partial destruction can be attributed to the latter, including in the event of breach by the Lessee of any of its obligations under the Lease, and (ii) provided that the Lessor’s right to have reconstruction works carried out (at the Lessee’s risk and expense of the destruction is attributable to it). |
| (i) | the Lessee shall bear the performance of such Reconstruction Works in the Leased Premises, without being able to claim any indemnity or reduction of the Rent (other than the rent reduction referred to above), even where such works last for more than forty (40) days and whatever inconveniences may arise as a result, by way of derogation from Article 1724 of the Civil Code; the Lessor shall make its best efforts in order to limit the disturbance caused to the Lessee in this respect, |
| (ii) | the Lessor may have the Reconstruction Works carried out at the Lessee’s risk if the destruction is attributable to it; and |
| (iii) | the Lessor shall alone conserve the right to reimbursement of the cost of these Reconstruction Works, whether from its insurance company or, as applicable, from the insurance company of the Lessee or of any third party and the Lessee. |
| 13.2.2 | If the partial destruction concerns, or makes unusable, more than forty percent (40%) of the private (exclusive-use) floor areas of the Leased Premises or if the partial destruction is such as to wholly deprive the Lessee of possession and enjoyment of the Leased Premises, then, by way of derogation from Article 1722 of the Civil Code, the Lease may be terminated fully and automatically, without any indemnity being owed by either party, on the request of the Lessor or of the Lessee (unless the partial destruction can be attributed to the Lessee in which case it cannot terminate the Lease) without this limiting the Lessor’s rights against the Lessee if the partial destruction can be attributed to the latter, including in the event of breach by the Lessee of any of its obligations under the Lease. |
| (i) | the Lessor shall grant the Lessee a rent reduction (unless the partial destruction can be attributed to the Lessee) for the period of the partial loss of possession and enjoyment, calculated on a pro rata basis according to the destroyed floor areas and applicable as of the date of the event of loss until the completion of the Reconstruction Works by the Lessor; |
| (ii) | the Lessor undertakes to study the possibility of carrying out the Reconstruction Works for the destroyed floor area of the Leased Premises and to inform the Lessee, in writing, of its decision whether or not to carry out the Reconstruction Works (hereinafter referred to as the “Decision”) within a period of eight (8) months as of the occurrence of the event of loss (or, where applicable, the filing of the report of the Expert), with the Lessor not being bound by any obligation to give the reasons for its decision to refuse to carry out the Reconstruction Works. |
| (i) | either to terminate the Lease by notifying such termination to the Lessor by registered letter with return receipt requested, within a period of thirty (30) days as of the Decision Notification, if the forecast timetable for the Reconstruction Works provides for a duration of works exceeding one and a half years as of the Decision Notification. This termination shall be effective at the end of the period indicated by the Lessee (this period not being able to be less than forty-five (45) days except with the express written agreement of the Lessor for a longer period) in the termination letter and no indemnity shall be owed by the Lessor to the Lessee for loss of possession and enjoyment, operating loss or in any other respect; |
| (ii) | or to continue the Lease, in which case: |
| ● | the Lessee shall bear the performance of such Reconstruction Works in the Leased Premises, without being able to claim any indemnity or reduction of the Rent (other than the rent reduction referred to above), even where such works last for more than forty (40) days and whatever inconveniences may arise as a result, by way of derogation from Article 1724 of the Civil Code; the Lessor shall make its best efforts in order to limit the disturbance caused to the Lessee in this respect; |
| ● | the Lessor may have the Reconstruction Works carried out at the Lessee’s risk and expense if the destruction is attributable to it or at the risk and expense of whoever they may be applied to, and shall make its best efforts to comply with the forecast timetable of works that it has communicated to the Lessee in the context of the Decision Notification; |
| ● | the Lessor shall alone conserve the right to reimbursement of the cost of these Reconstruction Works, whether from its insurance company or, as applicable, from the insurance company of the Lessee, notably in the event that the event of loss is attributable to the Lessee, or from any third party or from the Lessee. |
| 13.2.3 | In the cases referred to in this Article and in the absence of agreement between the Parties as to the calculation of the percentage destroyed floor areas of the Leased Premises or of the Rent reduction, this calculation shall be made by an expert chosen by mutual agreement between the Lessor and the Lessee (hereinafter the ”Expert”). If they should fail to appoint such an expert within fifteen (15) business days following the date of the event of loss, this appointment shall be made on the Lessor’s petition by the Presiding Judge of the Tribunal de grande instance (District Court) wth jurisdiction over the location of the Property, sitting in référés (urgent summary / interlocutory proceedings), with the cost and fees for the order being borne in equal shares by the Lessor and the Lessee, and similarly for the fees of the chosen or appointed Expert, the decision concerning the same being final between the Parties. |
| 14.1 | Lessor’s insurance |
| 14.2 | Lessee’s insurance |
| (i) | the property damage to works and improvements (fitting-out and furnishing) whether carried out at its expense or not, and all material objects or other moveable property belonging to the Lessee which furnish the Leased Premises, for the usually-covered risks including in particular those arising from events such as fire, lightning, explosion, water damage, cost of rubble clearing, demolition, window breakage, leaks from sprinklers or any other liquid, falling aircraft and airborne objects, malevolent act, impact by land-going vehicles, natural disaster, storm and hail on roofs, smoke, riot and civil uprising, expert appraiser’s fees, and all expenditure made necessary for the renovation of the Leased Premises. |
| (ii) | its loss of use or deprivation of enjoyment and possession, for a minimum of 24 months. |
| (iii) | its non-contractual liability for any accidental bodily injury, property damage or immaterial damage consecutive or accidental losses caused to third parties, directly provoked by its activity, property belonging to the Lessee as referred to in point (a) hereinabove, and by those persons in its employment or service. |
| - | not to infringe any of its insurance policies in any manner whatsoever, |
| - | to pay the premiums pertaining to its insurance policy or policies, duly and on due date, |
| - | to substantiate performance of the preceding clauses, on the Lessor’s first demand, by producing the insurance policy or policies and the receipts for payment of the premiums pertaining thereto, |
| - | to notify the Lessor of any fact or circumstance which may make it necessary to provide for an addendum to the Lessor’s insurance policies. |
| - | the heads of cover, |
| - | the cover amounts and deductibles, |
| - | the up-to-date payment of premiums, and |
| - | the validity period. |
| 14.3 | Waiver of claims |
| 15.1 | The Lessee shall take personal responsibility for periodical inspections concerning the search for dangerous substances (and asbestos in particular) in the Leased Premises, together with the complementary works that are necessary during its possession, connected in particular with the specific fitting-out or other works carried out by it or on its behalf and shall send the Lessor, on its demand, a copy of each report drawn up in this context. |
| 15.2 | If the Lessee should proceed with installing in the Leased Premises any installation classified for the protection of the environment or any installation or equipment which is not classified but which nevertheless presents a hazard for the environment, it must obtain the prior written agreement of the Lessor and, in the event of its agreement, it shall be the operator and undertakes to insure, at its own expense, the maintenance, repairs and any replacements that may be necessary for any reason whatsoever. |
| (i) | all costs connected with the filing of the application for authorisation or the declaration shall be borne by the Lessee, |
| (ii) | the Lessee shall, solely at its own expense, maintain the ICPE in question and bring it into compliance with all regulations in force, now and in future, such that the Lessor shall never be pursued in this respect or bear the cost thereof, |
| (iii) | the Lessee shall, solely at its own expense, cause the ICPE to be operated and maintained in such a manner that this installation shall not be such as to cause a nuisance of any nature to third parties and/or to the other tenants of the Property, and |
| (iv) | the Lessee shall protect and indemnify the Lessor and hold it harmless against any claim made against it with respect to the ICPE for which the Lessor has declared itself to be the operator. |
| 15.3 | In the event that the Leased Premises are located in a zone covered by a plan for the prevention of technological hazards (plan de prévention des risques technologiques) or by a plan for the prevention of foreseeable natural hazards (plan de prévention des risques naturels prévisibles), whether prescribed or approved, or in a seismic zone as defined by Decree adopted in the Conseil d’Etat, a statement of the foreseeable natural hazards, technological hazards or seismic risks pertaining to the zone in which the Leased Premises are located, shall be appended to the Lease pursuant to Article L. 125-5 of the Environmental Code (Appendix 11). |
| 15.4 | Asbestos |
| 15.5 | Environmental Appendix |
| 15.6 | Energy performance diagnostic |
| 17.1 | The Lessee may not under any circumstances do anything or allow persons acting under its responsibility or with its authorisation to do anything which may damage or degrade the Leased Premises and/or the Property. The Lessee shall ensure that the tranquillity and proper upkeep of the Leased Premises and/or of the Property are not perturbed by it, by its personnel or by its visitors and shall be held liable for any damage caused by it, by those in its employment or service, or by its agents, customers, suppliers or visitors. |
| 17.2 | The Lessee shall not bring any liability claim or complaint against the Lessor for any disturbance and/ or deprivation of possession and enjoyment caused by any third party and shall take personal responsibility for dealing with any claims to be brought against the person causing the loss or damage, with the Lessor causing it, where applicable, to enter by way of subrogation into its rights for this purpose. |
| 17.3 | The Lessee waives any liability claim or complaint against the Lessor, any and all agents of the Lessor and their insurers, and undertakes to obtain the same waiver of claim from its insurers, for the following cases: |
| (i) | damage to and/or destruction, whether partial or total, of its furniture, equipment and, generally, all objects belonging to it or which it holds in any respect whatsoever, and any deprivation of possession and enjoyment and any operating loss, even in the event of total or partial loss of its business concern, including any damage caused to it or losses suffered by the intangible assets of such business concern, even where the damage or destruction arises due to a construction defect, or caused by another occupier of the Property, caretaker or guard or any other person for whom the Lessor bears [vicarious] liability; |
| (ii) | in the event of theft or any criminal act (or attempted act) or any other unlawful aggression suffered in the Property and/or in the Leased Premises by the Lessee, by those in its employment or service, by its customers or by its visitors, as the Lessor does not assume any surveillance obligation; |
| (iii) | in the event of interruption or improper functioning of the Property’s various communal services and equipment (water, heating, electricity, including the failure of installations for the “high quality inverter-regulated” electricity supply, air conditioning, etc.) or in the event of the stoppage of lifts and elevators even if for a prolonged period; |
| (iv) | in the event of harmful acts by other occupiers of the Property, their personnel, suppliers and customers and generally any third parties, the Lessee taking personal responsibility for dealing with any claims to be brought against the person causing the property damage or intangible loss, including any disturbance or deprivation of enjoyment or possession, with the Lessor causing it, where applicable, to enter by way of subrogation into its rights for this purpose; |
| (v) | in the event of damage caused to the Leased Premises and to the objects located therein following leaks, infiltration, humidity, riot, strike or other circumstances, with the Lessee to insure itself against these risks without any claim against the Lessor; |
| (vi) | in the event of accident occurring in the Property or in the Leased Premises, whatever the cause except in the event of exclusive fault by the Lessor or its personnel, |
| (vii) | in the event of expropriation on public utility grounds, all of the Lessee’s rights being reserved against the expropriating party. |
| 18.1 | Termination clause |
| 18.1.1 | It is expressly provided that in the absence of payment of any single instalment or fraction of an instalment of Rent, charges or incidentals on due date, any arrears due as a consequence of index-linked adjustment or revision of the Rent or renewal of the Lease, any sums due with respect to its occupation, the costs of served summons to pay and later court costs, or in the event of failure to perform any one of the conditions of the Lease, and one (1) month following summons to pay or to perform which has remained without effect, the Lease shall be fully and automatically terminated at the Lessor’s discretion without any petition being required before the courts, even in the event of payment or performance after the expiry of the above period. This clause is set forth for the sole benefit of the Lessor and it may waive it at its discretion. |
| 18.1.2 | In the event of termination of the Lease, whether by right (fully and automatically) or by judicial decision, due to the Lessee’s fault: |
| - | the total amount of the Rent to be paid in advance, even if part of it has not yet been so paid, together with the security deposit, shall be fully earned by the Lessor, |
| 18.2 | Sanctions |
| 18.2.1 | In the event of failure by the Lessee to observe the obligations owed by it under the Lease, in particular concerning the maintenance, repair and renovation of the Leased Premises, and without this limiting the terms of Article 18.1 hereinabove, the Lessor shall be entitled, eight (8) days (except in the event of urgency where the Lessor may intervene immediately, without notice) following the sending of mere notice by registered letter with return receipt requested which has remained without effect, to have the breached obligation carried out by the service provider of its choosing, at the Lessee’s risk and expense. The costs of this intervention shall be added, where relevant, to the next instalment of Rent, independently of any damages and the possible implementation of the termination clause. |
| 18.2.2 | In the event of failure to pay the Rent and/or incidentals and/or any other sums due under this lease, on due date, said sums shall bear interest at the rate contractually agreed in the Special Terms and Conditions, as of their due date pursuant to the Lease until their effective payment; independently of any damages and the possible implementation of the termination clause. |
| 19.1 | On its departure from the Leased Premises (including in the event of early termination of the Lease), the Lessee shall return the Leased Premises together with any works and installations which have become the property of the Lessor by accession pursuant to the option provide for in Article 19.2 below, in a condition compliant with the specifications set forth in Appendix 21 for Premises 4B and in a condition conforming to the schedule of condition on entry for Premises 4A, compliant with regulations in force at that time (including for the functioning of equipment and installations of the Leased Premises and security) and free of any furniture. |
| 19.2 | All works, fittings and installations which amount to fixtures, whether authorised by the Lessor or not, and whether pertaining to works for installation, finishing, improvement, fitting-out, modification, repair or for compliance with standards, made during the Lessee’s occupation of the Leased Premises, shall become the property of the Lessor, at its discretion, by way of accession, on the departure of the Lessee, without any indemnity of any sort. |
| 19.3 | As of notice of non-renewal by the Lessee or by the Lessor, as the case may be, the Lessor may at any time, and at the latest four (4) months before the date of the end of the Lease, proceed with a formal observation of the condition of the Leased Premises and their equipment in the presence of a bailiff – whose costs shall be borne for one half each by the Parties, and the Lessee hereby authorises, in advance, the Lessor and the bailiff to enter the Leased Premises for the purposes of this formal observation. |
| (i) | the list of works, fittings, installations, works that it wishes to retain, and those that it wishes to have removed pursuant to Article 19.2 above; |
| (ii) | the list of repairs to be made which are the responsibility of the Lessee pursuant to Article 19.1 above. |
| - | either refusing the keys and demanding that the Lessee proceed with works for replacement, repair, cleaning, removals etc. which are required, |
| - | or proceeding itself with such works, at the Lessee’s expense, with these costs being set off against the amount of the security deposit. |
| 19.4 | In the event that the Lessee begins its works without having first transmitted to the Lessor the renovation works file, drawn up in accordance with the provisions of Article 11.8.1 above, or in the event that the Lessee carries out its works without complying with the observations of the Lessor or its maître d’œuvre (works project manager, architect etc.) concerning the scope, nature and quality of the works carried out by the Lessee, the Lessor may demand that the Lessee stop its renovation works. In this event, the Lessee shall owe the Lessor an indemnity equal to the Rent incremented by 50% , calculated on a pro rata temporis basis, increased by charges and taxes in effect throughout the time in which the Leased Premises are immobilised as required to carry out the repairs owed by the Lessee, beyond the end of the Lease. This indemnity shall be payable at the end of each week for the preceding [weekly] period. |
| 19.5 | In the event that the Lessee, or any occupiers brought in by it, forfeits any right of occupation for any reason whatsoever (expiry, application of the termination clause, etc.) and has not vacated the Leased Premises under those conditions defined above: |
| (i) | the Lessor may seek the eviction of the Lessee or any occupiers introduced by it, which shall be considered to be occupants without entitlement or authority, and |
| (ii) | the Lessee shall owe a monthly occupation indemnity equal to double the Rent in force on the date on which the Lessee should have proceeded with restitution of the Leased Premises, plus charges and taxes in force on that date. This occupation indemnity shall be due by the Lessee until the date on which the Leased Premises are effectively vacated. This indemnity shall be payable weekly. |
| 21.1 | The Lease may not be the subject of any registered pledge or lien by the Lessee. |
| 21.2 | The Lessee undertakes to inform the Lessor of any fact or circumstance that may affect its economic, legal or financial situation, including any merger or transformation, and any amendment to its Articles of Association which may have an impact on the Lease. |
| 21.3 | No tolerance by the Lessor concerning the clauses and conditions of this agreement may ever be construed as any sort of amendment to the agreement, and the Lessor may always bring an end to such tolerance. |
| 21.4 | If any one of the provisions of the Lease should be held to be null and void as a consequence of a judicial decision, or is modified as a consequence of a decision by a national or European authority, the Parties shall in good faith endeavour to adapt the conditions for its performance, it being agreed that such nullity shall not affect the other provisions of the Lease. |
| 21.5 | In the event of sale or transfer or all or part of ownership in the Property, the Lease shall be fully and automatically transferred in favour of the new owner, it being agreed that such transfer extends to and includes all security interests and incidentals, including any first-demand guarantees and any personal guarantees which have been granted in favour of the Lessor, and the Lessee undertakes to notify this condition and bring it to the attention of all guarantors, or immediately to issue new valid guarantees for the new owner, failing which this Lease may be terminated. The same applies in the event of transfer of the security deposit to the new owner of the Property who shall thereby become the sole debtor of the Lessee, which hereby expressly accepts the same. |
| APPENDICES | |
| Appendix 1 | “Kbis” trade register extract of the Lessee |
| Appendix 2 | Plans of the Leased Premises |
| Appendix 3 | 2012 Forecast Budget |
| Appendix 4 | Principle of the invoicing of charges |
| Appendix 5 | Invoicing of the rent and of the Property and R.I.E charges |
| Appendix 6 | Articles of Association of the Lessee |
| Appendix 7 | Non-exhaustive list of charges and expenses owed by the Lessee in accordance with Article 6 of the General Terms and Conditions |
| Appendix 8 | List of maintenance contracts |
| Appendix 9 | Internal Regulations of the Property |
| Appendix 10 | Internal Regulations of the Sports Zone |
| Appendix 11 | Information sheet on major natural and technological hazards and its appendices (copy of the regulatory zoning of the Seine industrial hazards prevention plan (PPPI) dated 9 January 2004 (PPRI – one A3 sheet) and copy of the perimeter of quarry risk zones(one A3 sheet) |
| Appendix 12 | Asbestos summary sheet |
| Appendix 13 | Environmental Performance Appendix |
| Appendix 14 | Energy Performance Diagnostic |
| Appendix 15 | Association Capitole Equipements 2011 Budget |
| Appendix 16 | R.I.E Equipements accession form |
| Appendix 17 | Association Equipements management mandate |
| Appendix 18 | Association Equipements Articles of Association |
| Appendix 19 | Internal Regulations of the Auditorium |
| Appendix 20 | Descriptive file for the Fitting-Out Works |
| Appendix 21 | Description of renovation works for Premises 4B and renovation condition of the Leased Premises on the Lessee’s departure |
| Appendix 22 | Pre-work asbestos diagnosis |
| Appendix 23 | Draft of Citibank Guarantee |
| TITLE I - SPECIAL TERMS AND CONDITIONS | 3 | |
| Article 1 | Description of the Leased Premises | 3 |
| Article 2 | Entry into effect of the Lease - Condition of the Leased Premises | 4 |
| Article 3 | Rent | 6 |
| Article 4 | Charges | 10 |
| Article 5 | Duration | 10 |
| Article 6 | Late payment interest | 11 |
| Article 7 | Bank Guarantee | 11 |
| Article 8 | Access to the Auditorium AND THE FITNESS AREA | 12 |
| Article 9 | Right of way – Emergency exit | 12 |
| Article 10 | AUTHORISATION FOR DOMICILIATION AND SUBLET | 13 |
| TITLE II - GENERAL TERMS AND CONDITIONS | 14 | |
| Article 1 | Legal framework | 14 |
| Article 2 | Description of the Leased Premises | 14 |
| Article 3 | Intended use of the Leased Premises | 15 |
| Article 4 | Handover - Condition of the Leased Premises | 16 |
| Article 5 | Rent | 16 |
| Article 6 | Charges | 19 |
| Article 7 | Taxes | 24 |
| Article 8 | Network and Utilities contracts | 24 |
| Article 9 | VAT | 25 |
| Article 10 | Security deposit | 25 |
| Article 11 | Rental conditions | 26 |
| Article 12 | Sublet - Domiciliation - Assignment - Lease to Management | 39 |
| Article 13 | Destruction of the Leased Premises | 41 |
| Article 14 | Insurance | 45 |
| Article 15 | Environment | 47 |
| Article 16 | Visit to the Leased Premises | 50 |
| Article 17 | Liability and claims | 51 |
| Article 18 | Termination clause - Sanctions for failure to observe the Lessee’s obligations | 52 |
| Article 19 | End of the Lease - Accession - Restitution of the Leased Premises | 54 |
| Article 20 | Staff canteen | 56 |
| Article 21 | Miscellaneous Provisions | 57 |
| Article 22 | Election of domicile and Jurisdiction | 57 |
| Article 23 | Costs | 58 |
