COMMERCIAL
SPACE LEASE AGREEMENT
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Ms. Marianne
Kämpf, Buchenrodestr. 26, 60528 Frankfurt,
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the
Landlord,
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MEDIPLANT GmbH,
Rossbergring 107, 64354 Reinheim, Odenw.,
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the
Tenant.
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1.
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165
m 2 on the right side of the 5th floor
of Ernst-Wiss-Straße 18, 65933 Frankfurt, is being leased as
office and commercial space together with 2 parking spaces in the
courtyard.
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2.
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The
Tenant shall receive all necessary keys specified in the handover
record.
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3.
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The
premises shall be handed over in renovated condition. MEDIPLANT
shall lay down plastic flooring which does not need to be removed
in the event that the premises are vacated. At its own expense,
MEDIPLANT shall make alterations to the walls which also do not
need to be removed when the premises are vacated. The Company A.
Kämpf GmbH shall provide a water connection and 1 drain in
each of 2 rooms. MEDIPLANT shall take possession of fixtures from
the previous tenant having a value of DM 1,000.00.
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§ 2
Lease Term, termination
The lease
agreement begins on November 1, 1999.
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1.
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The
lease agreement runs for 3 years until October 31, 2002.
It will be renewed by 12 months if notice of termination is
not provided six months prior to expiration of the lease
agreement.
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2.
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Notice of termination must be
received in writing by the third working day of the first month of
the notice period.
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3.
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The
Landlord’s liability for damages due to the premises not
being vacated or ready on time for the Lessee to take possession is
excluded unless it has acted with gross negligence.
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4.
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In
the event of extraordinary termination due to rental arrears, the
rental payment shall also include advance and flat-rate payments
for operating costs, as well as extra charges.
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1.
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a)
The net monthly rental payment for the office area is equal to DM
12.00/m 2 , or DM 1,980.00, and the net
monthly rental payment for parking is equal to DM 40.00 per parking
space, or DM 80.00. There is an additional charge in each case for
value-added tax, which is currently equal to 16%.
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b) The
following operating costs (explained in Annex 3 of § 27 of the
German Second Calculation Regulation — II. BVO as amended)
are not included in the rental payment and shall therefore be paid
separately:
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Costs
for:
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Allocation
formula:
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Water
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according to
usable area in m 2 ,
in this case 165 m 2 ,
or by meter reading
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Sewer —
waste water removal
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according to
usable area in m 2 ,
in this case 165 m 2 ,
or by meter reading
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Lighting,
electricity
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according to
usable area in m 2 ,
in this case 165 m 2
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Garbage
disposal
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according to
usable area in m 2 ,
in this case 165 m 2
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Property
tax
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according to
usable area in m 2 ,
in this case 165 m 2
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Street
cleaning
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according to
usable area in m 2 ,
in this case 165 m 2
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Property and
casualty insurance
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according to
usable area in m 2 ,
in this case 165 m 2
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Caretaker or
third-party company
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according to
usable area in m 2 ,
in this case 165 m 2
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Landscaping
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according to
usable area in m 2 ,
in this case 165 m 2
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Snow removal
and salt application for ice
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according to
usable area in m 2 ,
in this case 165 m 2
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Cable
connection
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paid directly
to Telekom by Tenant, if present
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Building
cleaning and pest control
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according to
usable area in m 2 ,
in this case 165 m 2
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Sidewalk
cleaning
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according to
usable area in m 2 ,
in this case 165 m 2
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Maintenance
costs for fire extinguishers, autom. gate, tank and leak-control
systems
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according to
usable area in m 2 ,
in this case 165 m 2
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Heating (see
§ 7 (2) of this agreement)
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according to
usage, 30% base costs (according to according to usable area in
m 2
), 70% usage
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Hot water (see
§ 8 of this agreement)
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electric
hot-water tanks
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Passenger and
freight elevators
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according to
usable area in m 2 ,
in this case 165 m 2
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Building
repairs
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according to
usable area in m 2 ,
in this case 165 m 2
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c) The Landlord
has the right to allocate pro-rated administrative expenses to the
tenants.
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2.
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During the lease term, the Landlord
may exercise reasonable discretion in creating a new allocation
formula at the start of a new calculation period. The allocation of
costs or new allocation formula must comply with statutory
provisions, in particular the German Heating Cost Regulation
(HeizkostenV)
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3.
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If
the Landlord must bear increased charges due to increases in
operating costs or the introduction of new operating costs, the
Tenant shall pay an appropriate additional amount from the date
that these charges are incurred.
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4.
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If
the value-added tax election is chosen, the Landlord has the right
to charge value-added tax at the statutory rates on rental
payments, operating costs, and administrative expenses.
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2
§ 4
Changes to the rental payment
If the monthly
cost of living index for a four-person household of middle-income
wage earners and salaried employees published by the German Bureau
of Statistics (Statistisches Bundesamt) moves up or down by more
than 5 points relative to the value of the index at the time of
conclusion or renegotiation of the agreement, both contracting
parties have the right to request a renegotiation of the rental
payment.
If the other
contracting party does not agree to the requested renegotiation of
the rental payment, upon request by one or both of the parties, an
expert to be appointed as arbitrator by the German Chamber of
Industry and Commerce (Industrie- und Handelskammer) under §
317 of the German Civil Code (BGB) shall exercise reasonable
discretion in deciding whether and by what amount the rental
payment should change. The rental payment shall be set according to
prevailing market rental rates. Both contracting parties shall
thereupon be bound by the new rental payment starting as of the
first day of the month following the initial request asking the
contracting party to agree to a change.
The costs of
these proceedings shall be paid by the parties according to the win
/ lose relationship of the parties in the proceedings in relation
to the state of negotiations before appeal was made to the Chamber
of Industry and Commerce.
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1.
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The
rental payment shall be paid in advance and free of charges into
the Landlord’s account at the Volksbank Griesheim bank,
Account No. 12716826, Bank routing number 501 904 00 at the
latest on the third working day of each month. Operating costs
shall be paid together with the rental payment. The date of receipt
of funds, not the date that the funds are sent, shall determine
whether a payment has been made on time.
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An
increase or decrease in operating costs entitles the Landlord to
make a corresponding adjustment in advance payments.
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The
current monthly advance payment for heating, hot water, and other
operating costs is equal to DM 4.00/m 2 plus value-added tax/month, that is,
a total net charge of DM 660.00/month plus value-added
tax.
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2.
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If
the Tenant is in arrears with its rental payments, payments shall
first be applied to claims that are in danger of becoming barred by
limitation, then to costs, interest and other amounts owing, unless
provisions made by the Tenant stipulate otherwise.
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§ 6
Offsetting and retention
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1.
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The
Tenant may only use claims that are undisputed or based on a
declaratory judgment as a basis for retaining amounts from claims
for rent and ancillary costs, or offsetting such claims.
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2.
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Retention or offsetting based on
claims from obligations not arising from this agreement is not
permitted, unless these claims are undisputed or based on a
declaratory judgment. Claims for damages under § 538 BGB are
excluded unless the Landlord has acted with gross negligence or
willful intent.
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3
§ 7
Central heating system
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1.
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The
rental premises shall be provided with heat on working days during
the heating period (October 1 to April 30), provided the
Tenant’s operations do not require heat at other
times.
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Outside of the heating period, heat
can only be demanded if the outside temperature falls below 12
degrees Celsius at 9 p.m. on three consecutive days. The Landlord
cannot be required to provide heat or replacement heating in the
event of breakdowns, force majeure, official orders, or other
circumstances which make it impossible to provide heat (e.g., fuel
shortage), unless the impossibility is due to gross negligence or
willful intent on the part of the Landlord. The Tenant’s
rights under § 537 BGB remain unaffected. The Tenant is not
entitled to claims for damages unless the Landlord has acted with
gross negligence or willful intent. The Landlord must ensure that
any malfunctions are remedied as quickly as possible.
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2.
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The
costs of operating the central heating system includes the costs of
fuel consumed and the cost of its delivery, the costs of operation,
monitoring, and servicing of the system, and of regular inspections
of the system for operational readiness and safety, including
adjustments performed by a specialist, cleaning of the system,
including the oil tank, and the furnace room, including building
cleaning following completion of work, the costs of performing
measurements in accordance with the German Federal Emission Control
Act (BImSchG), chimney cleaning fees, and the costs of rental, or
other method of transfer for use, for equipment which can be used
to record usage, the costs of using equipment for recording usage,
including the costs of calculating and allocating usage, the
recurring costs of meter calibration, and the costs of official
inspections.
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3.
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The
fact that a rental party makes no use of the heating system shall
not release this party from the obligation to contribute to the
heating costs.
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4.
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The
costs of any necessary interim meter readings shall be paid by the
tenant concerned.
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§ 8 Hot
water not provided
The Landlord
cannot be required to provide elevator use if an e
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