Exhibit 10.42
Contract # CTC-015/1277/05 on Lease of Nonresidential Premises
City of Moscow December 30, 2005
OPEN JOINT-STOCK COMPANY <<ALL-UNION SCIENTIFIC RESEARCH INSTITUTE OF
TELEVISION AND BROADCASTING>>, hereinafter referred to as the <<LESSOR>>, in the
person of the acting for the General director Xx. Xxxxxxx I.S., acting on the
basis of the Charter, on the one hand,
and CLOSED JOINT-STOCK COMPANY <<NETWORK OF TELEVISION STATIONS>>,
hereinafter referred to as the "Lessee", in the person of the First Deputy
General director Khanumyan Xxxxxxxx Sergeevich, acting on the basis of the power
of attorney dated January 11th, 2005, on the other hand,
hereinafter jointly referred to as the "Parties", and separately the
"Party", have concluded the present Contract and have agreed as follows:
1. SUBJECT OF THE PRESENT CONTRACT
1.1. The Lessor shall undertake to transfer and present to the Lessee into the
temporary possession and enjoyment for payment nonresidential premises (further
- the "Premises"), located in the building at the address: 00, 0-xx
Xxxxxxxxxxxxxx xxxxxx, Xxxxxx (further - the "Building"), specified in Appendix
1 to the present Contract, with a total area of 2,646.03 (Two thousand six
hundred and forty six 03/100) square meter.
Appendix 1 to the present Contract shall contain the floor plan and the
legend corresponding to the floor plan and legend of BTI.
The Building specified in the present paragraph belongs to the Lessor on
the right of ownership confirmed by the Certificate on the state registration of
the ownership right of the Moscow city committee on the state registration of
the rights to real estate and transactions with it, issued on June 10th, 2002
(series 77 AA 690833, record on registration 77-01/09-220/2002-512).
Premises shall be transferred with the aim of their usage as premises for
administrative and industrial purpose.
The Lessee shall recognize that in the Premises transferred to them under
the present Contract there are engineering systems, networks and communications
(and namely: water pipe, heating, canalization, power electric networks, systems
of natural ventilation, skips of exhaust and input ventilation system) that are
inseparable from the Premises and form their integral part.
The Lessee shall also be granted the access to public places (corridor on
the floors, sanitary arrangements, elevators, staircase, stair platforms, halls,
etc.). Conditions and the procedure of the admission and location of the
Lessee's vehicles on the territory adjoining to the Building shall be stipulated
in the additional agreement to the present Contract, or in a separate agreement
upon the arrangement of the Parties not later than February 01st, 2006. Up to
the moment of signing of the specified additional agreement location of the
Lessee's vehicles shall be carried out in the territory adjoining to the
Building in accordance with the Order of the Lessor dated November 22, 2005 #
94.
1.2. The Lessor shall transfer, and the Lessee shall accept the Premises
on the basis of the Act on acceptance of the Premises (Appendix 3 to the present
Contract) for enjoyment of them for the term, with the aims and in accordance
with the conditions of the present Contract.
Premises shall be considered as transferred by the Lessor for the
enjoyment to the Lessee and accepted by the Lessee on the day of signing of the
Act on acceptance by both Parties, if not stipulated otherwise by the Parties in
a written agreement.
The Lessor shall transfer, and the Lessee shall accept the Premises within
a period not later than January 01st, 2006. Within the same period the Parties
shall make and sign the bilateral Act on acceptance of the Premises that shall
form a constituent and integral part of the present Contract.
1.3. Lease of the Premises shall not result in passing (transfer,
transmission) of the ownership right to
them.
1.4. The Present Contract shall be concluded without the right of the
Lessee to redeem the Premises, their granting to uncompensated use, assignation
of the right on lease (but for the case of sub-lease of the Premises to any
third parties stipulated in para 3.2.16 of the present Contract), mortgage and
contribution of the right on lease to the charter capital, and the Lessee shall
have no right to make the specified actions and/or demand any sanction (consent)
for their fulfillment from the Lessor.
1.5. The Lessee shall confirm that they have examined and checked the
Premises for their conformity and appropriate status with the aim of use under
the provisions of the Contract prior to the conclusion of the present Contract
and transfer of the Premises to them, and the Lessee has not found any
detriments of the Premises fully or in part interfering and/or complicating
using of them.
Upon detection of the specified detriments of the Premises the Parties
shall jointly determine the possibility of transfer of the Premises with the
specified detriments to the lease to the Lessee and their use under the
provisions of the Contract.
2. VALIDITY OF THE PRESENT CONTRACT
2.1. The present Contract shall be concluded for the term from January
01st, 2006 till December 31st, 2008. Validity term of the present Contract shall
expire on December 31st, 2008, and the present Contract shall be considered
terminated, should the Parties not stipulate otherwise in a written agreement.
Should the Lessee execute the terms and conditions of the present Contract
during its valid term in appropriate way, and with the absence of circumstances
certifying to their non-execution or inadequate execution, the Lessee under any
other equal terms shall have the pre-emptive right before other persons on the
conclusion of the lease contract for a new term on the conditions agreed by the
Parties additionally for not less than 60 (sixty) calendar days prior to the day
of expiry of the validity term and termination of the present Contract taking
into account observance of property and other interests of both Parties.
Within the period of not fewer than 90 (ninety) calendar days prior to day
of the termination of the validity term of the present Contract, the Lessor
should be notified by the Lessee in writing upon the wish of the Lessee to use
the pre-emptive right to conclusion of a new lease contract for a new term and
on the wish of the Lessee to conclude the lease contract for a new term.
The Lessee should specify in the notification the prospective term of
lease and other essential provisions of the Contract.
The notification of the Lessee on the intention to conclude the new lease
contract shall not relieve them from the duty to release the Premises and to
return (to transfer) them to the Lessor upon the Act on acceptance under the
procedure, in term and in accordance with the conditions stipulated by the
present Contract, if the Parties shall not agree otherwise in a written
agreement.
The conditions of the Contract can be amended at the conclusion of the
lease contract for a new term upon the agreement of parties.
Upon absence of the Lessor's written approval regarding continuation to
use the Premises by the Lessee upon expiration of the present Contract, as well
as if the Parties by the day of termination of validity term of the present
Contract have not concluded a new lease contract, and/or have not reached a
written agreement on all the essential conditions of their legal relationship,
the Lessee shall have no right to use the Premises after termination of the
validity term of the present Contract and shall be obliged to release and return
(transfer) them to the Lessor under the procedure, in term and in accordance
with the conditions stipulated by the present Contract.
Concession of the pre-emptive right of the Lessee to conclude the lease
contract for a new term shall not be permitted.
2.2. Conditions of the present Contract regarding calculation and paying
of the lease payment, as well as indemnifications to the Lessor of actual
charges on payment of municipal services stipulated in para 4.5 of the present
Contract, shall be applied since January 01st, 2006.
The termination of the validity term of the present Contract shall not
release the Parties from the responsibility for its infringement.
2.4. The present Contract shall be subject to obligatory state
registration under the established procedure in the body on registration of the
rights to real estate and transactions with it. The Lessee shall bear
the obligation to register the present Contract in conformity with the current
legislation of the Russian Federation till October 01st, 2006. Should the
present condition be not executed by the Lessee, the Parties agree, that the
present Contract shall be concluded for the period till December 01st, 2006. The
charges connected with the state registration of the present Contract, shall be
born by the Lessee at their own expense. The Lessor shall not indemnify and
compensate to the Lessee the specified charges.
Provisions of the present paragraph shall operate in case of granting by
the Lessor till February 01st, 2006 of the power of attorney to the Lessee
regarding representation of interests of the Lessor in BTI of the North-West
Administrative Division (SZAO) of Moscow and registration bodies regarding the
matters connected with the state registration of the present contract, as well
as granting of any other documents, proceeding from requirements of registering
authorities.
3. RIGHTS AND DUTIES OF THE PARTIES. GENERAL CONDITIONS OF EXECUTION OF
THE PRESENT CONTRACT
3.1. The rights and duties of the Lessor are the following:
3.1.1. The Lessor shall present to the Lessee the Premises in the status
corresponding to the conditions of the present Contract and purpose of property
for their use within the aims stipulated in paragraph 1.1 of the present
Contract.
3.1.2. The Lessor shall not be responsible for detriments of the leased
Premises that were framed by them upon the conclusion of the present Contract or
were known to the Lessee in advance, or should have been found out by the Lessee
during survey of the Premises and check of their serviceability upon the
conclusion of the present Contract and transfer of Premises to the Lessee.
3.1.3 The Lessor shall have the right to demand from the Lessee to
indemnify (compensate) expenses on maintenance of the Premises, and namely: the
charges connected to payment of heat supply services, hot and cold water supply,
canalization, electrical supply, gathering and export of dust (solid domestic
waste), in proportion of the area of the leased Premises to the general charges
of the Lessor for these services. Upon presence of registration-distributing
boards in the leased Premises, indemnification of charges of the Lessor
connected to payment of the consumed electrical power shall be made by the
Lessee according to the parameters of registration-distributing boards.
The Lessor shall have the right to demand from the Lessee to indemnify the
expenses connected to payment of services of electrical supply of illumination
devices of the hall in the first floor, flight of stairs and staircases
(excluding auxiliary stair).
The Lessee shall compensate only a part of these charges of the Lessor in
proportion of the area of the Premises leased by the Lessee upon presence of
separate record devices of the current consumption by illumination devices in
the above-mentioned places on the basis of registration data of these devices.
The Lessor shall have the right to demand from the Lessee to eliminate
consequences of failures and damages of the Premises, the Building, the
adjoining territory that have occurred due to the fault of the Lessee.
3.1.4. The Lessor shall at their own expense make reconstruction,
completion, modernization, technical retooling, equipping and final stage
equipping of the Building.
3.1.5. The Lessor shall provide for functioning, operation, maintenance
and safety of the Building and the territory adjoining to the Building.
3.1.6. The Lessor shall have the right to demand from the Lessee to pay
the lease payment and compensation (indemnification) of the expenses (charges)
specified in para 3.1.3 of the present Contract under the procedure, in the
amount of and on the conditions stipulated by the present Contract.
3.1.7. The Lessor shall have the right independently and at their own
discretion to establish rules, norms and the requirements connected to the
procedure and conditions of functioning, operation, maintenance, safety and
improvement of the Building and the adjoining territory obligatory for execution
by the Lessee, should it not contradict the provisions of the present Contract.
Herewith the Lessor shall be obliged to notify the Lessee in written form on
introduction of rules, norms and other requirements not later than 30 (Thirty)
calendar days prior to introduction of such rules, norms and requirements.
3.1.8. The Lessor shall have the right to execute control over observance
of conditions of the present Contract, and for these purposes persons authorized
by the Lessor shall have the right of unimpeded access to the Premises at any
time during validity term of the present Contract (accompanied by an authorized
person of the Lessee).
3.1.9. The Lessor shall be obliged to make cleaning of public places
(corridor on the floors, sanitary arrangements, elevators, staircase, stair
platforms, halls, etc.), to which the Lessee has the right of access.
3.1.10. The Lessor shall be obliged to give to employees of the Lessee (as
well as to employees of Sublessees) the right to pass to the Premises, after
signing by both Parties of the Act on acceptance and transfer of the Premises,
as well as to provide access for employees of the Lessee to the Premises for 24
(twenty four) hour per day, 7 (seven) days per week, 365/366 (three hundred
sixty five) days per year.
3.1.11. The Lessor shall be obliged to present to the employees of the
Lessee (and also to employees of Sublessees) the necessary amount of passes to
the Premises according to the list, presented by the Lessee as well as to grant
one-passes for visitors of the Lessee (Sublessees) according to applications
presented by the Lessee.
3.1.12. The Lessor shall provide for protection of the Building and the
adjoining territory, as well as take the necessary measures for the purposes of
safety and protection of the Building, the adjoining territory, property and
material assets at their own expense, independently or with any attracted
persons.
3.1.13. The Lessor shall be obliged to provide the undisturbed passing of
the Lessee's vehicles and guests (visitors) for their short-term parking on the
territory, adjoining to the Building, as well as cars of any other firms
rendering services for the Lessee (express services, delivery of stationary,
products, furniture, etc.) with the possibility of their time parking in front
of the entrance into the Building for the period of unloading and loading of
cargoes taking into account observance of the established norms, rules and
requirements on safety and protection of the Building, the adjoining territory,
property and material assets, life and health of people under the procedure and
conditions coordinated by the Parties according to para 3.1.7.
3.2. RIGHTS AND DUTIES OF THE LESSEE:
3.2.1. The Lessee shall be obliged to use the Premises according to the
conditions of the present Contract and the purposes determined in para 1.1 of
the present Contract.
3.2.2. The Lessee shall be obliged to contribute in due time the payment
for using the Premises (lease payment) in the amount of, under the procedure, in
time and on conditions established by the present Contract.
3.2.3. The Lessee shall be obliged to indemnify (compensate) in due time
expenses (charges), specified in para 3.1.3 of the present Contract, including
the municipal charges connected to payment for services of heat supply, hot and
cold water supply, canalization, gathering and export Dust (solid domestic
waste), in proportion to the area of the Premises (in proportion to the share of
the area of the Premises in the total area of the Building) in the amount of,
under the procedure, in time and on conditions established by the present
Contract.
The Lessee shall be obliged to indemnify (compensate) to the Lessor the
expenses (charges) connected to payment for the electric power consumed by the
Lessee, in volume of the actually rendered services on the basis of the invoices
of the Lessor received by the Lessee according to parameters of
registration-distributing boards for the leased Premises.
The Lessee shall be obliged to indemnify the expenses connected to payment
of services of electrical supply of illumination devices of the hall in the
first floor, flight of stairs and staircases (excluding auxiliary stair).
The Lessee shall compensate only a part of these charges of the Lessor in
proportion of the area of the Premises leased by the Lessee upon presence of
separate record devices of the current consumption by illumination devices in
the above-mentioned places on the basis of registration data of these devices.
3.2.4. The Lessee shall be obliged to arrange and provide observance in
the Premises of fire-prevention, sanitary, technical and other established
provisions, norms, requirements and instructions, electric equipment service
regulations, electric systems, systems of heating, water supply, fire
suppressing, ventilation, sanitary equipment using, engineering networks and
communications, elevators, public places, other systems of safety and operation
of the Building, as well as to observe the established rules, system and the
mode of protection and safety of the Building and adjoining territory, under the
condition of performance by the Lessor of the provisions of para 3.1.7 of the
present Contract.
3.2.5. The Lessee shall have no right to execute reconstruction,
technical retooling, completion, final stage equipping, modernization,
equipping, re-planning, re-design, reorganization of the Premises (except for
erection of temporary leaves) without coordination and obtaining of the
preliminary written sanction (consent) of the Lessor, as well as to make any
other actions connected to the change of existing engineering systems,
networks and communications and/or their arrangement. The Lessee shall have no
right to conduct any actions causing essential deterioration of work or
infringement and change of admissible parameters of functioning of these
engineering systems, networks and communications without coordination and
obtaining of the preliminary written sanction (consent) of the Lessor. Should
the Lessee's actions cause any damage, breakage, failure, essential
deterioration of work or infringement and change of admissible parameters of
functioning to the systems, networks and communications, the Lessee shall be
obliged to indemnify the damage to the Lessor, or to restore systems, networks
and communications at their own expense.
Should the Lessee (in coordination with the Lessor) have conducted any
works on improvement of the Premises, the Building and/or the territories
adjoining to the Building, as well as any services on maintenance of normal
functioning of the Building, Premises and territories adjoining to the Building
have been rendered at their own the spent expense (confirmed with documents) can
be compensated upon the arrangement of both Parties, under the condition of
conclusion of additional agreements to the present Contract.
3.2.6. The Lessee shall be obliged to provide at any time during validity
term of the present Contract the unimpeded access to the Premises to the
following persons (accompanied by the authorized person of the Lessee):
3.2.6.1. Representatives of the Lessor for carrying out any check and
control over observance by the Lessee of the conditions of the present Contract,
to present to them necessary documents and information concerning the subject
and the purposes of the check, as well as to provide a free access to the
Premises for the workers of the corresponding services for checking the
technical, sanitary, fire-prevention status, conditions of their maintenance and
using;
3.2.6.2. The experts attracted by the Lessor to the Premises for technical
service of engineering systems, networks and communications connected to
maintenance, using and operation of the Premises and the Building;
3.2.6.3. Any other authorized persons in the cases stipulated by the
present Contract or current legislation of the Russian Federation.
3.2.7. The Lessee shall be obliged to observe rules, norms and
requirements connected to the procedure and conditions of functioning,
operation, maintenance, safety and improvement of the Premises, the Building and
the adjoining territory established by the Lessor within the part not
contradicting the provisions of the present Contract, provided that the Lessor
shall perform conditions of para 3.1.7 of the present Contract.
3.2.8. In case of emergency, and/or threat of its occurrence, as well as
in any other cases connected to damage, causing of harm (damage, losses) to the
Premises, the Building, the Lessor, and/or with a threat of their causing, the
Lessee shall be obliged to take immediately all measures necessary and depending
on them with the purpose of prevention of any property damage and negative
consequences of the occurred failures and damages, immediately to notify the
authorized persons of the Lessor and the corresponding services, to provide the
unlimited access to the Premises of repair-operational organizations workers and
emergency-technical services.
3.2.9. The Lessee shall be obliged at their own expense and in
coordination with the Lessor to take all necessary measures for maintenance of
normal functioning, operation, safety of the Premises, to maintain them in a
serviceable condition suitable for use.
3.2.10. The Lessee shall be obliged within a period of not less than 30
(Thirty) calendar days prior to the day of termination (cancellation) of the
Contract and/or termination of its validity term, and/or within the same period
prior to the day of the Lessee's releasing of the Premises, to notify the Lessor
in writing on the day and time of actual release of the Premises, persons
authorized to pass the Premises to the Lessor and to sign the Act on transfer
and acceptance, and within the same period to coordinate with the Lessor the
place, time and procedure of acceptance and transfer of the Premises.
The day of releasing the Premises and their returning to the Lessor shall
be considered the day of signing by both Parties of the Act on transfer and
acceptance, unless otherwise agreed by the Parties in writing.
3.2.11. The Lessee shall be obliged to release the Premises not later than
on January 01st, 2009 and to return (to transfer) them to the Lessor under the
Certificate on transfer and acceptance in a status allowing their further use
for its intended purposes taking into account normal deterioration. The Lessee
shall have no right to use the Premises after expiry of the validity term of the
present Contract determined in para 2.1 of the present Contract, unless
otherwise agreed by the Parties in writing. .
3.2.12. The Lessee shall bear the responsibility for safety and
maintenance of the Premises transferred
to them in lease, including the responsibility for risk of their casual
destruction or casual damage, unless otherwise agreed by the Parties in writing
or otherwise stipulated by the present Contract. The Lessee shall be obliged to
eliminate consequences of failures and damages of the Premises, occurred due to
the fault of the Lessee at their own expense.
3.2.13. Any separable improvements of the Premises performed by the Lessee
with the preliminary written approval of the Lessor shall be the property of the
Lessee. Separable improvements shall be understood as improvements that can be
withdrawn from the Premises without any harm to the Premises.
Should the Lessee have performed any improvements of the Premises
inseparable without any harm to the Premises or the Building at his own or
attracted expense with the consent of the Lessor, the specified improvements
shall be the property of the Lessor. The Lessee shall after termination
(cancellation) of the present Contract and releasing of the Premises have the
right to compensation (indemnification) of the residual cost of expenses
(charges) confirmed with documents regarding these inseparable improvements
taking into account conditions of their use, deterioration and the improvements
status at the moment of termination (cancellation) of the present Contract. The
Lessor shall compensate the specified charges on the basis of the additional
agreement to the present Contract concluded between both Parties.
Cost of separable and/or inseparable improvements of the Premises
performed by the Lessee at their own or attracted expense but without any
preliminary written consent of the Lessor shall not be subject to any
indemnification or compensation, unless otherwise agreed by the Parties in
writing.
3.2.14. Should the Lessee execute the terms and conditions of the present
Contract during its valid term in appropriate way, and with the absence of
circumstances certifying to their non-execution or inadequate execution, the
Lessee shall have the pre-emptive right before other persons on the conclusion
of the lease contract for a new term on the same conditions or on the conditions
agreed by the Parties additionally for not less than 60 (sixty) calendar days
prior to the day of expiry of the validity term of the present Contract.
Within the period of not less than 90 (ninety) calendar days prior to day
of expiry of the validity term of the present Contract, the Lessee shall notify
the Lessor in writing on the intention to conclude a new lease contract stating
the proposed term for lease of the Premises.
3.2.15. The Lessee upon arrangement with the Lessor, provided that
additional agreements to the present Contract shall be concluded, can
participate in actions directed to maintenance of the Premises, the Building and
the adjoining territory in the appropriate and suitable condition for enjoyment.
3.2.16. The Lessee shall have the right to present the Premises in using
to the companies of "CTC-MEDIA" group only after preliminary written approval of
the Lessor y and on sublease conditions.
Lease rules shall apply to sublease contracts. Sublease contract cannot be
concluded for the term exceeding the term of the present Contract.
Conclusion by the Lessee of sublease contract without the preliminary
written approval of the Lessor / or without the coordination with the Lessor of
the provisions of the sublease contract shall be unacceptable.
The pre-schedule termination of the present Contract shall result in the
termination of any sublease contract concluded hereunder. The Sublessee shall in
this case have the right to conclusion with them of the lease contract on the
Premises that were in their enjoyment according to the sublease contract within
the limits of the remaining term of sublease on the conditions corresponding to
those of the terminated lease contract with the observance of the established
procedure of conclusion of the sublease contract and with consent of the Lessor
to conclude such contract.
The Lessee shall not be entitled to hand over the Premises into sublease
to any other persons not belonging to "CTC-MEDIA", as well as to transfer their
rights and obligations under the present Contract to any other person, as well
as to give Premises in use to any third parties on any other bases, including
those on conditions of their free use.
3.2.17. The Lessee shall be obliged to support Premises in serviceable and
appropriate sanitary, technical and fire-prevention condition, in due time and
at their own expense to perform operating repair of the Premises.
3.2.18. The Lessee shall be obliged to observe the intra-object and pass
regime, as well as any other rules of safety and protection of the Building and
the adjoining territory, life and health of people established by the Lessor and
to coordinate with the Lessor all the actions on their execution provided that
the Lessor has notified the Lessee in writing on introduction of the above named
regimes in 30 (Thirty) calendar days prior to their introduction.
3.2.19. Should the Lessee perform reconstruction, technical retooling,
completion, final stage equipping, modernization, equipping, re-planning,
re-design, reorganization of the Premises under the procedure and on the
conditions stipulated by the Contract within its valid term, as well as make any
other actions connected to the change of existing engineering systems, networks
and communications and/or their arrangement, the Lessee shall at their own
expense bear charges (expenses) actually incurred for obtaining conclusions,
sanctions, working-out, consent, approval of designing estimates, initial and
permission documents, as well as the state registration and paying of the
established duties, fees and payments.
3.2.20. Should any detriments of the leased Premises be found that fully
or partly prevent from using them, both prior to the conclusion of the present
Contract, and during its valid term, the Lessee shall have the right to notify
the Lessor in writing thereon and, at their discretion, either demand from the
Lessor of the free elimination of the detriments, or the proportional reduction
of the lease payment, or compensation of the their expenses (confirmed with
documents) for elimination of the detriments.
3.2.21. Non-use by the Lessee of the Premises obtained and accepted by
them under the Act on acceptance, shall not relieve the latter from the
responsibility on paying the lease payment and compensation (indemnification) of
charges (expenses) and on performing of other obligations and conditions
stipulated by the present Contract.
3.2.22. The Lessee shall have the right during validity term of the
present Contract to refuse partially from using separate Premises transferred to
them into lease, herewith the Lessee shall be obliged to notify the Lessor on
such refusal not less than for 60 (sixty) calendar days prior to the date of
refusal from a part of the Premises. Refusal from enjoyment of a part of the
Premises shall be executed through signing by the Parties of the additional
agreement to the present Contract.
3.2.23. The Lessee shall be obliged to notify the Lessor in writing:
- on the persons authorized to coordinate and sign the corresponding
legally binding documents on behalf of the Lessee, and on the persons possessing
the right to carry out control over use of the Premises according to the
conditions of the present Contract within the period of not later than 3 (three)
calendar days from the date following the date of entry into force of the
present Contract;
- on amendments in the management structure of the Lessee, as well as on
change of the persons authorized by the Lessee to coordinate and sign the
corresponding legally binding documents on their behalf, as well as on the
change of persons possessing the right to carry out control over use of the
Premises according to conditions of the present Contract, within the period of
not later than 2 (Two) calendar days after the date following that of adopting
the corresponding decision thereon.
3.2.24. In case of pre-schedule cancellation of the present Contract the
Lessee shall be obliged to release the Premises within the period agreed upon by
the Parties, and shall be obliged to return to the Lessor the Premises under the
Act of acceptance under the same procedure as stipulated by the conditions the
present Contract.
3.2.25. The Lessee shall recognize that they have no right to use the
Premises after expiry of the validity term of the present Contract determined in
para 2.1 of the present Contract, and the Contract shall not be subject for
renewal, except for the case, if the Parties have concluded by the day of the
expiry of the validity term of the present Contract a new lease contract, having
reached the agreement on all its essential conditions, and/or both Parties have
signed the agreement providing certain conditions, the term and the procedure of
further using of the Premises by the Lessee.
Should the Parties not conclude a new lease contract by the day of the
expiry of the validity term of the present Contract determined in para 2.1 of
the present Contract, and/or there is no agreement signed by both Parties on
certain conditions, procedure and term of further using of the Premises by the
Lessee, the Parties shall recognize that the Lessor shall object against any
further using of the Premises by the Lessee, and the Lessee shall have no right
to use the Premises upon expiry of the specified validity term of the present
Contract.
3.3. The act on transfer and acceptance of the Premises shall form an
integral and constituent part of the present Contract, if it is made in 3
authentic copies, one for each Party, each of that is signed by an authorized
representative of the Lessor and the Lessee.
3.4. Besides the Premises directly specified and described (listed) in the
Corresponding Appendices to the present Contract, under the mutual arrangement
of the Parties and within the limits of validity term of the present Contract,
the Lessor can transfer to the Lessee in use any other nonresidential premises,
being a part of
the Building that shall be stipulated in additional agreements (Appendices,
Acts, Minutes) to the present Contract. With respect to any new Premises
transferred by the Lessor to the Lessee in use and accepted by the Lessee under
the Act on transfer and acceptance, provisions of the present Contract shall
apply in full and extend to legal relationship of the Parties, unless otherwise
agreed by the Parties.
3.5. Conditions and the procedure of accommodation of the logo
(advertising) of the Lessee on the front side of the Building shall be foreseen
in the additional agreement to the present Contract or in a separate agreement
upon the arrangement of the Parties till February 01st, 2006.
The Lessee shall have the right to establish satellite transmit/receive
antennas on the roof of the Building. Conditions and the procedure of use of a
part of the area of the roof of the Building for installation of the satellite
transmit/receive antennas shall be foreseen in the additional agreement to the
present Contract till February 01st, 2006.
The Lessor cannot unreasonably refuse in accommodation (advertising) of
the Lessee on the front side of the Building and installation of satellite
transmit/receive antennas on the part of the roof area of the Building under the
terms and procedure stipulated in the additional agreement to the present
Contract or in a separate agreement upon the arrangement of the Parties.
3.6. The Lessee shall have the right to establish in the Premises their
own system of safety, fire suppression systems and access control (further -
Systems) with the written approval of the Lessor, as well as to carry out
round-the-clock guard of the Premises both by their own forces and with
attraction of a third party. Systems that the Lessee has for date of conclusion
of the present Contract shall be subject to reflection in the Act on acceptance
of the Premises.
4. PAYMENTS AND CALCULATIONS UNDER THE PRESENT CONTRACT
4.1. amount of the lease payment under the present Contract shall be
determined proceeding from the size of the annual rent for 1 (one) square meter
of the Premises transferred in the lease to the Lessee, calculated upon one
calendar year (from January 1st till December 31st) that shall be considered to
be equal to 12 months and make 365/366 calendar days (calendar period). The
amount of the lease payment shall include VAT under the rate established by the
current legislation of the Russian Federation.
The Parties shall coordinate the amount of the lease payment under the
present Contract in the Minutes on coordination of the contractual price
(Appendix 2 to the present Contract) that shall form a constituent and an
integral part of the present Contract.
The amount of the annual lease payment for 1 (one) square meter of the
Premises can be changed unilaterally by the Lessor without the consent of the
Lessee not oftener than once a calendar year, herewith the increase in the size
of amount of the annual lease payment for 1 (one) square meter of the Premises:
for 2007 cannot make more than 10 % (Ten percent) in comparison to the
amount of the annual lease payment for 1 (one) square meter of the Premises
established for 2006;
for 2008 cannot make more than 10 % (Ten percent) in comparison to the
amount of the annual lease payment for 1 (one) square meter of the Premises
established for 2007.
The Lessor shall have the right to establish the amount of the annual
lease payment for 1 (one) square meter of the Premises for the corresponding
calendar year since January 01st of the corresponding calendar year.
4.2. The amount of the annual lease payment for I (one) square meter of
the Premises cannot be increased by the Lessor within the validity term of the
present Contract for more than 30 % (thirty percent) from the level of the lease
payment established at the moment of entry into force of the present Contract,
Should any statutory acts be adopted regarding introduction of new rates
or substantial increase of existing the rates (more than 2 times from the level
of rates for January 1st, 2006) municipal, federal and other state taxes, duties
related to land, real estate (the Building), leasing of real estate, the Lessor
shall have the right to demand, and the Lessee shall have no right to refuse
unreasonably to alter the amount of the annual lease payment for 1 (one) square
meter of the Premises from the moment of signing of the corresponding additional
agreement. To alter the amount of the annual lease payment the Lessor shall
provide to the Lessee the notice in writing with attachment of documents on
adopting of the corresponding decisions by the competent bodies, a motivated
calculation of expenses alterations and the offered rate of the lease payment.
The new amount of the lease payment shall be determined upon the agreement of
the Parties.
4.3. The Lease payment under the present Contract shall be transferred by
the Lessee on a monthly basis to the current account of the Lessor on the basis
of the invoices issued by the Lessor in proportion to the quantity of days in
the settlement period.
4.4. The Lessee shall exercise lease payments on a monthly basis not later
than 5 (five) banking days upon receipt of the invoice from the Lessor, but not
earlier than the 5 (fifth) business day of the month for which the payment is
made.
4.5. The Lessee shall compensate to the Lessor the actual charges on
payment of the municipal payments, connected to payment for electrical supply,
heat- and water supply, canalization as well as export of waste (dust).
The Lessee shall compensate to the Lessor the charges on payment for the
electric power consumed by the Lessee in the volume of the services actually
rendered on the basis of invoices of the Lessor received by the Lessee according
to the data of registration-distributing boards in the leased Premises.
The Lessee shall compensate to the Lessor the actual charges on paying of
the municipal payments connected to payment for heat- and water supply,
canalization as well as export of waste (dust) in proportion to the area of the
leased Premises (in proportion of the share of the Premises area to the total
area of the Building from the Lessor's general charges).
The Lessee shall execute payment of the charges specified in the present
paragraph monthly on the basis of the invoices issued by the Lessor not later
than within 5 (five) banking days from the date following the date when the
Lessee received it, but not later than the 18 (eighteenth) day of the month
following the settlement one.
Calculations between the Parties shall be made in roubles at the quotation
rate of 1 (one) US Dollar to rouble established by Bank of Russia (Central Bank
of the Russian Federation) at date of payment execution.
The Lessee shall be considered as executed the obligations on paying of
the lease payment and indemnification (compensation) of the charges (expenses)
specified in para 3.1.3 of the present Contract, from the date of writing-off
the money resources from the correspondent account of the Lessee's bank.
The amount of the lease payment can be changed under the procedure and
conditions established in para 4.1 of the present Contract. In this case the
Lessor shall be obliged to notify the Lessee in writing on the alteration of the
amount of the lease payment size of a rent for not fewer than for 90 (ninety)
calendar days prior to the day of introduction of the newly established amount
of the lease payment.
5. THE RESPONSIBILITY OF THE PARTIES UNDER THE PRESENT CONTRACT
5.1. The Parties shall bear responsibility for non-execution or inadequate
execution of the taken obligations according to the present Contract and the
current legislation of the Russian Federation.
5.2. For the delay in paying of the lease payment, as well as for the
delay in paying the indemnification (compensation) of the charges (expenses)
specified in para 3.1.3 of the present Contract, the Lessee shall pay the
penalty at the rate of 0.1 % (one tenth per cent) of the amount of the unpaid in
time sum of the payment per every day of the delay upon the written demand of
the Lessor.
5.3. Should the Lessee return to the Lessor the Premises in the condition
different from the one specified in para 3.2.11 of the present Contract, the
Lessee shall be obliged, upon the written demand of the Lessor, to compensate to
the Lessor any charges (expenses) confirmed with documents connected to repair
and restoration of the Premises up to the status stipulated in para 3.2.11 of
the present Contract.
5.4. Should the Lessee not return the Premises under the procedure, terms
and conditions determined by the present Contract, or return them untimely, the
Lessee shall be obliged, upon the written demand of the Lessor, to compensate to
the Lessor the lease payment for the whole time of the delay, compensate the
charges (expenses) specified in para 3.1.3 of the present Contract, as well as
to pay the penalty at the rate of 1/365 (366) (One three hundred and sixty
fifth) from the amount of the annual lease payment for 1 (one) square meter of
the Premises not released in time for every day of the delay in transferring the
Premises.
5.5. The penalty can be collected for each case of default or inadequate
execution of obligations by the Lessee. The Lessee shall execute payment of the
penalty on the basis of the written demand and/or invoice of the Lessor for the
whole period from the date of the default or inadequate execution of the
obligations by the Lessee till the day of its actual execution, unless otherwise
stipulated by the Parties in writing.
5.6. Should the Lessee cause (at their fault) any property damage (losses)
to the Lessor, including
those as a result of failures, their consequences, loss (destruction), shortage,
waste, damages of the Premises or the property connected to the Premises,
including the engineering systems, networks and communications, compensation of
damage (losses) shall be executed under the procedure established by the current
legislation of the Russian Federation.
Should the Lessor cause (at their fault) any property damage (losses) to
the Lessee, including those as a result of failures, their consequences, loss
(destruction), shortage, waste, damages of the Premises or the property
connected to the Premises, including the engineering systems, networks and
communications, compensation of damage (losses) shall be executed by the Lessor
under the procedure established by the current legislation of the Russian
Federation.
5.7. The Lessee shall compensate to the Lessor the losses (damage) caused
as a result of infringement of the conditions of the present Contract, including
those resulting from inadequate use of the Premises.
5.8. Payment of the penalty shall not release the Lessee from performance
of obligations or elimination of infringements, as well as from indemnification
caused by default or Inadequate execution of the obligations stipulated by the
present Contract.
5.9. The parties shall not be relieved from the responsibility stipulated
by the present Contract, if default or inadequate execution of their obligations
was the consequence of the fault of any third parties attracted by the
corresponding Party to the performance of the obligations under the present
Contract.
5.10. The Parties shall bear responsibility for unreliability and/or
untimely notice on change of the data about their legal, actual, post, bank
requisites, contact phone numbers and faxes, including cases, when the
unreliable information has affected performance of the present Contract.
The Party on whose fault the other Party was incorrectly or out of time
informed on these circumstances, shall bear responsibility according to the
present Contract, and the Party informed incorrectly or out of time shall be
relieved from the responsibility for default and/or inadequate execution of the
present Contract, if on these bases it was impossible and/or inconvenient to
execute it.
5.11. Any Party shall not bear responsibility for a full or partial
default and/or inadequate execution of any obligations under the present
Contract, if such default and/or inadequate execution was the consequence of
force majeure circumstances (force-majeur) that have arisen after the conclusion
of the present Contract as a result of such events of extreme character that the
Parties could not expect or prevent with reasonable measures, and force majeure
circumstances have directly affected execution of obligations.
5.12. The Parties shall refer t force majeure circumstances the following:
fire, flooding, earthquake, hurricane, other acts of nature, technogenic
failures, war or military actions, revolt, mobilization, epidemics, explosions,
act of terrorism, natural accidents, actions of state authorities, including
changes of the legislation of the Russian Federation, that significantly
influenced the execution of obligations, including those limiting or making
impossible their execution, that shall be confirmed by the competent bodies
and/or authorized persons as force majeure circumstances under the procedure
stipulated by legislation.
5.13. The Party not being able to execute obligations under the present
Contract due to occurrence of force majeure circumstances shall be obliged to
inform in writing the other Party on occurrence and termination of the
above-mentioned circumstances within not later than 5 (five) business days from
the moment of their occurrence or, accordingly, termination. Occurrence of force
majeure circumstances shall be confirmed by a competent body.
6. PROCEDURE OF CANCELLATION AND AMENDMENTS OF THE PRESENT CONTRACT
6.1. The present Contract can be terminated in pre-term and/or amended
upon the mutual written agreement of the Parties, or on the bases, under the
procedure and according to the conditions directly stipulated by the present
Contract or the current legislation of the Russian Federation.
6.2. The Notice on pre-term cancellation of the present Contract should be
directed to the other Party not later than 270 (two hundred and seventy)
calendar days prior to the date of pre-term cancellation of the present Contract
specified in the notice.
6.3. The Lessor shall have the right to terminate in pre-term the present
Contract under a unilateral procedure in case of significant infringement by the
Lessee of the obligations and conditions stipulated by the present Contract as
well as in other cases determined in the operating legislation of the Russian
Federation.
6.4. The Parties shall recognize that the essential infringement of the
present Contract can be any of
the below stated:
6.4.1. Delay in paying by the Lessee of the lease payment in the
established amount for two months successively;
6.4.2. Delay in paying by the Lessee of compensation (indemnification) of
charges (expenses), payment of which is stipulated in para 3.2.3 of the present
Contract, for two months successively;
6.4.3. Numerous (more than 3 (three) time successively) incomplete paying
by the Lessee of payments stipulated by the present Contract (lease payment and
indemnifications stipulated in para 3.2.3 of the present Contract);
6.4.4. Sublease by the Lessee of the Premises to any third parties without
the preliminary consent of the Lessor;
6.4.5. Unreasonable refusal of the Lessee to compensate (indemnify) the
charges (expenses), payment of which is stipulated in para 3.2.3 of the present
Contract.
The Lessee having committed an essential infringement of the present
Contract shall lose the pre-emptive right to the conclusion of a new contract
for a new term, unless the Parties agree otherwise in writing.
7. RESOLUTION OF DISPUTES
7.1. All disputes and disagreements that can arise during execution of the
present Contract will be solved, whenever possible, through negotiations, and if
the mutual consent is not achieved, the dispute shall be subject to the
resolving under the procedure established by the current legislation of the
Russian Federation.
8. FINAL PROVISIONS
8.1. Regarding everything nor directly stipulated by the Parties in the
present Contract, the Parties will be guided by the current legislation of the
Russian Federation.
8.2. If any provision of the present Contract is or becomes void,
contradicting the law, not subject to compulsory execution or deprived of the
legal force, such provision shall be considered not included into the text of
the present Contract, that shall not be the reason for suspending the action
and/or recognition as void of other provisions of the present Contract and the
present Contract as a whole.
8.3. Any Party shall have no right to transfer the rights and obligations
stipulated by the present Contract, without receipt of the preliminary consent
of other Party, excluding the cases established by the present Contract.
8.4. As the information, any materials or the data concerning the present
Contract, the Parties will consider confidential, they shall undertake to hold
them top secret. These confidential information cannot be disclosed to any third
parties in any other way besides the written approval of other Party to the
present Contract of it, or on the bases stipulated by the current legislation of
the Russian Federation.
8.5. All changes, additions, appendices, minutes, acts and other documents
executed after the conclusion of the present Contract by the Parties, can
supplement or change the content of its separate provisions and clauses, but
will be legally bound and form the integral part of the present Contract, only
if they are made upon mutual agreement of the Parties in written form and signed
by their authorized representatives, unless otherwise is followed directly from
the present Contract.
8.6. Any notices, inquiries or other messages (correspondence) presented
by the Parties to each other, that are necessary and/or allowed according to the
present Contract, should be issued in written form and directed to the receiving
Party by mail, by the registered mail or with the courier, whatever seems
advisable. The moment of receipt of the mail, including the registered mail, or
day of the delivery in case of sending the correspondence with a courier shall
be considered the date of receipt of the correspondence.
The correspondence should be sent with the registered mail with the
notification receipt or an express mail to the addresses specified in the
present Contract, or the addresses of the actual residence known to the Parties.
8.7. The present Contract shall operate till the settlement of all legal
relationship of the Parties stipulated by the present Contract and the current
legislation of the Russian Federation.
8.8. The present Contract shall be made in 3 (three) authentic copies, on
one copy for each Party, each of which has the same legal force.
9. REQUISITES AND SIGNATURES OF THE PARTIES
------------------------------------------------------------- --------------------------------------------------------------
LESSOR LESSEE
------------------------------------------------------------- --------------------------------------------------------------
Open joint-stock company <<All-Union scientific research Closed joint-stock company <<Network of television
institute of television and broadcasting>> stations>>
------------------------------------------------------------- --------------------------------------------------------------
Legal address: 00, 0-xx Xxxxxxxxxxxxxx xxxxxx Xxxxxx Legal address: 00, 0-xx Xxxxxxxxxxxxxx xxxxxx Xxxxxx
000000. 123298.
------------------------------------------------------------- --------------------------------------------------------------
Postal address: 00, 0-xx Xxxxxxxxxxxxxx xxxxxx Xxxxxx Postal address: 00, 0-xx Xxxxxxxxxxxxxx xxxxxx Xxxxxx
000000. 123298.
------------------------------------------------------------- --------------------------------------------------------------
INN 7734015927 INN 7707115217
Bank requisites: Acc. 40702810500000000097 in ACB <<Our Bank requisites: Acc 40702810100000006624 in OJSC
House>>, Moscow, corr/acc 30101810700000000203 BIC 044579203 "Alpha-bank" in Moscow, corr/acc 30101810200000000593 BIC
044525593
------------------------------------------------------------- --------------------------------------------------------------
------------------------------------------------------------- --------------------------------------------------------------
LESSOR LESSEE
------------------------------------------------------------- --------------------------------------------------------------
Acting for the General director First Deputy General director
Xx. Xxxxxxx I.S. Khanumyan V.S.
STAMP STAMP
Appendix #1 to Contract # CTC-15/1277/05
dd. 30.12.2005 between
OJSC <<All-Union scientific research institute
of television and broadcasting>> and
CJSC <<Network of Television Stations>>
City of Moscow 30.12.2005
According to para 1.1 of Contract # CTC-15/1277/05 dd. 30.12.2005 concluded
between the Parties, the Lessor shall transfer to the Lessee the following
premises (List of the leased premises according to BTI floor plan);
1. Tenth floor of the Building - rooms ##
1,2,3,4,5,6,7,8,9,10,11,12,13,14,15,16,17,18,19,20,21,22,23,24,25,26,27,28,29,
30,31,32,33,34,35,36,37,38,40,41, balcony (62) of the total area of 728.80 m2;
2. Eleventh floor of the Building - rooms ##
2,3,3a,4,4a,5,6,6a,66,6B,6r,7,8,9,10,11,12,13,14,15,16,17,17a,18,19,20,21,22,23,
24,24a, 246, 25,26,27,28,29,30,32,33, 33a, a balcony (62) of the total area of
718.8 m2;
3. Twelfth floor of the Building - rooms ##
1,4,5,6,6a, 66, 7,8,9,9a, 10,11,12,13,14,14a, 146,15,16,17,18,19,20,22,23 (1/2
part) of the total area of 476.55m2;
4. Xxxxxxxxxx xxxxx xx xxx Xxxxxxxx - xxxxx ##
0,0x, 00, 1B, 1 y,2,2a,3,3a,36,4,5,5p,5c,5T,5y,6,6p,6c,7,8,9,10,11,1 1 and,
12,12a, 13,14,15,16,16 And, 1 7,19,19a, 20 545. m2;
5. Xxxxxxxxxx xxxxx xx xxx Xxxxxxxx - xxxxx ## - xxxx # 0 with the area of 15.98
m2;
6. Ground floor of the Building - rooms ## 5 (part, the area 8,25m2), 9,10,11
(part, the area 41.75 m2), 12 (part, the area 20.70 m2) with a total area of
85.30 m2.
7. Basement - rooms ## 15,16,17,18,19,20,21,22,23,24,25 with a total area of
74.7 m2.
The total area of the leased premises shall make 2,646.03 (Two thousand six
hundred and forty six 03/100) square meter.
13
BUILDING FLOOR PLAN
Basement of the Building
Ground Floor of the Building
10th Floor of the Xxxxxxxx
00-xx Xxxxx xx xxx Xxxxxxxx
00-xx Xxxxx of the Building
13-th Floor of the Building
SIGNATURES OF THE PARTIES:
Acting for the General director First Deputy General director
OJSC VNIITR CJSC "Network of television stations"
Xx. Xxxxxxx I.S. Khanumyan V.S.
STAMP STAMP
Appendix #1 to Contract # CTC-15/1277/05
dd. 30.12.2005 between
OJSC << VNIITR >> and
CJSC <<Network of Television Stations>>
THE MINUTES ON COORDINATION OF THE CONTRACTUAL PRICE
Moscow December 30, 2005
Open joint-stock company <<All-Union scientific research institute of
television and broadcasting>>, hereinafter referred to as the <<Lessor>>, in the
person of the acting for the General director Xx. Xxxxxxx I.S., acting on the
basis of the Charter, on the one hand,
and Closed joint-stock company <<Network of television stations>>,
hereinafter referred to as the "Lessee", in the person of the First Deputy
General director Khanumyan Xxxxxxxx Sergeevich, acting on the basis of the power
of attorney dated January 11th, 2005, on the other hand,
hereinafter jointly referred to as the "Parties", and separately the
"Party", have concluded the present Minutes on coordination of the contractual
price (further the "Minutes") to the Contract # CTC-15/1277/05 dd. 30.12.2005
(further the "Contract") and have agreed as follows
1. The amount of the lease payment under the Contract shall be determined
proceeding from the size of the annual rent for 1 (one) square meter of the
Premises transferred in the lease to the Lessee, calculated upon one calendar
year (from January 1st till December 31st) that shall be considered to be equal
to 12 months and make 365/366 calendar days (calendar period). The amount of the
lease payment shall include VAT under the rate established by the current
legislation of the Russian Federation.
2. For the date of the conclusion of the present Minutes on coordination
of the contractual price the size of the annual rent for 1 (one) square meter of
the Premises (excluding the areas leased in VNIITR Building basement) shall make
per year the sum in roubles, the equivalent of $330 (US dollars three hundred
and thirty) at the quotation rate of 1 (one) US Dollar to rouble determined by
the Bank of Russia (Central Bank of the Russian Federation) on the day of
payment execution, including VAT under the rate of 18 %.
The annual lease payment for 1 (one) square meter of the Premises leased
in VNIITR Building basement shall make per year the sum of the roubles, the
equivalent of $120 (one hundred twenty US Dollars) at the quotation rate of 1
(one) US Dollar to rouble determined by the Bank of Russia (Central Bank of the
Russian Federation) on the day of payment execution, including VAT under the
rate of 18 %..
3. The present Minutes on coordination of the contractual price shall form
the integral and constituent part of Contract# CTC-15/1277/05 dd. 30.12.2005 and
come into force since January 01, 2006.
4. The present Minutes on coordination of the contractual price shall be
made in 3 (three) authentic copies, one copy for each party, each of which has
the same legal force.
SIGNATURES OF THE PARTIES:
Acting for the General director First Deputy General director
OJSC VNIITR. CJSC "Network of television stations"
Xx. Xxxxxxx I.S Khanumyan V.S.
STAMP STAMP
