EXHIBIT 4.14
English Translation of:
This Commercial Lease Agreement is entered into in Seville this 1st day of July
2004, BY AND BETWEEN:
Xx. Xxxxx Xxxxxxxx Xxxxxxxx, of legal age, with T.I.N. number 5.349.875-Y,
domiciled at Xxxxx xx xx Xxxxxxxxxx, 000, Xxxxxx 00000 and acting on behalf of
the company XXXXXXXXX, X.X. (hereinafter the "Landlord") with T.I.N. A-78914231
and registered address at Urbanizacion de La Rinconada 17, Xxxxxxxxx xx
Xxxxxxxx, Xxxxxx 00000 as its single administrator pursuant to the public
instrument executed before the Notary Public of Madrid Xx. Xxxx Xxxx Rodero on
December 31, 1998 bearing the number 6,034 of his protocol files.
AND:
Xx. Xxxxxxx Xxxxxxxx Iciarra acting on behalf of the company TELVENT HOUSING,
S.A. (hereinafter the "Tenant"), with T.I.N. A-83048553 and registered address
at Xxxxxxxxx, 0, Xxxxxxxxxx Xxxxxx in which he holds the position of General
Manager pursuant to the public instrument executed before the Notary Public of
Madrid Xx. Xxxxxx Xxxxx Xxxxxx on June 19, 2001 bearing the number 2,088 of his
protocol files.
WITNESSETH:
I.- WHEREAS, XXXXXXXXX, X.X. is the legal owner of EDIFICIO MONTESIERRA 36
having a approximate total surface area of nine thousand eight hundred (9,800)
m2 and located at Avenida de Montesierra number 36, Poligono Carretera Amarilla,
Seville;
II.- WHEREAS, TELVENT HOUSING, S.A. is interested in leasing part of the
aforementioned building's ground floor to perform its activities, more
specifically a surface area of eight hundred and seventy-six and a half square
meters (876.5 m2), plan of which is attached hereto;
III.- WHEREAS, both parties are interested in the lease of part of the
aforementioned building and mutually recognize their sufficient legal capacity
to execute this commercial lease agreement;
NOW, THEREFORE, LANDLORD AND TENANT DO HEREBY COVENANT, CONTRACT AND AGREE AS
FOLLOWS:
1.- OBJECT OF THE LEASE
The object of this commercial lease agreement is the surface area indicated in
the second whereas clause above located on the ground floor of Edificio
Montesierra 36, along with whatever may be inherent to it or ceded with it, more
specifically two (2) parking spaces and three hundred and sixty-five square
meters (365 m2) of the aforementioned building's terrace roof.
The leased surface area will be destined to any activity related to
telecommunications in general or to the needs and corporate purpose of Tenant.
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2.- TERM OF AGREEMENT
This agreement shall have an initial term of six (6) years and five (5) months
counting from the date it is executed.
Once the period of six (6) years and five (5) months have elapsed, the agreement
will be implicitly and automatically renewed for successive five-year (5)
periods up to a maximum of four (4) extensions, unless Tenant decides to
exercise its right of not renewing the agreement by giving Landlord at least
thirty (30) days' notice before the end of the initial term or any of its
subsequent extensions. Each renewal will have the same terms and conditions for
payments and rent increases as those set forth herein.
3.- RENT
The monthly rent agreed upon by both parties amounts to SIX THOUSAND FOUR
HUNDRED AND SIXTY-TWO EUROS AND TWENTY-SEVEN CENTS ((euro) 6,462.27), plus
V.A.T. at 16% or the prevailing rate and the ordinary communal expenses
corresponding to the percentage attributed to the part of the building which is
the object of this agreement. Both amounts shall be payable a month in advance,
within the first seven (7) days of each month during which this agreement is in
effect. Legal tax withholdings shall be made to the aforementioned rent should
it be necessary. Said amounts shall be paid into the following account:
Holder: XXXXXXXXX, X.X.
Bank: XXXXX XX XXXXXX Y CAJA DE AHORROS DE HUELVA Y SEVILLA
Market: Seville
Institution: 2098 Branch: 0145 D.C.: 58 Account Number: 0372000383
Tenant shall request the Bank to notify Landlord by means of a duplicate receipt
of the amount thus deposited for the rent, and this receipt shall also serve as
a proof of payment.
The obligation of paying the rent shall subsist even if the agreement has
terminated until the premises are returned to Landlord.
4.- RENT REVIEWS
- A percentage equivalent to the change in the National Consumer Price
Index (CPI) published by the relevant Official Body for the period
from January to December for the year prior to the date of the
review shall be applied to the rent agreed upon of SIX THOUSAND FOUR
HUNDRED AND SEVENTY-TWO EUROS AND TWENTY-SEVEN CENTS ((euro)
6,462.27). The first rent review is hereby set to be carried out on
December 1, 2004. Both parties hereby agree to apply the relevant
provisional index until the definitive index is published, without
prejudice to making the relevant readjustments as a result of the
aforementioned definitive index.
- By mutual agreement of the parties, it is hereby established that
the rent for the period running from December 2005 to November 2006
shall amount to exactly TEN THOUSAND FOUR HUNDRED EUROS AND
TWENTY-THREE CENTS ((euro) 10,400.23).
- By mutual agreement of the parties, it is hereby established that
the rent for the period running from December 2006 to November 2007
shall amount to exactly TEN THOUSAND NINE HUNDRED AND TWENTY-SIX
EUROS AND THIRTEEN CENTS ((euro) 10,926.13).
- By mutual agreement of the parties, it is hereby established that
the rent for the period running from December 2007 to November 2008
shall amount to exactly ELEVEN THOUSAND FOUR HUNDRED AND FIFTY-TWO
EUROS AND THREE CENTS ((euro)
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11,452.03).
During the whole term of this agreement, the percentage equivalent to the change
of the General National Consumer Price Index ("CPI") published by the relevant
Official Body for the period between January and December of the year prior to
the date of the rent review shall be applied to the rent agreed upon by the
parties. The date for the first of such reviews is hereby set for December 1,
2008.
The parties hereby agree to apply the relevant provisional index until the
definitive index is published, without prejudice to making the relevant
readjustments resulting from the aforementioned definitive index.
Nonetheless, in December 2020 and December 2020, the then prevailing rent may be
reviewed either upwards or downwards to adjust it to market rents, as the case
may be. Said adjustment will be made with both parties' agreement. Should such
an agreement not be reached, each party shall appoint a renowned independent
real estate expert or a qualified Real Property Agent (Agente de la Propiedad
Inmobiliaria) belonging to a professional college. These experts should come to
a mutual agreement on the market rent. For the purposes of this agreement,
Xxxxxxx Xxxxxx, XX Xxxxxxx Xxxxx, Colliers Auguste Thouard, Forum Inmobiliario,
FPD Savills, Xxxxx & Xxxxx, Xxxxx Xxxx Lasalle and Xxxxxx Xxxxx are hereby
deemed to be renowned independent real estate experts.
Should the experts named above not reach agreement, the President of the
Official College of Real Property Agents of Seville (Colegio Oficial de Agentes
de la Propiedad xx Xxxxxxx) shall definitively set the new market rent for the
leased surface area, without remedy of appeal.
The rent thus set will prevail in 2010 and 2020 respectively, and it shall also
be subject to annual rent reviews pursuant to the provisions set forth in
paragraph 5 of this clause.
The rent review procedure should be initiated at one of the parties' request at
least four (4) months before the date in which it should take effect. Notice of
the new rent should be given to both parties at least two (2) months before the
agreement's renewal deadline.
The fees of the experts appointed by each party shall be incurred by the party
that appointed them, and the fees of the President of the Official College of
Real Property Agents of Seville shall be incurred by the party whose market rent
valuation was further from the value determined by the said President.
5.- GOVERNING LAW
This commercial lease agreement shall be subject to the provisions set forth
herein and prevailing special legislation (Urban Leases Law [Ley de
Arrendamientos Urbanos] 29/1994 of November 24) and collaterally by the
provisions set forth in the Civil Code.
6.- SECURITY DEPOSIT
Upon the execution of this agreement, Tenant pays Landlord a security deposit to
the amount of TWELVE THOUSAND NINE HUNDRED AND TWENTY-FOUR EUROS AND FIFTY-FOUR
CENTS ((euro) 12,924.54) equivalent to two (2) months' rent (excluding V.A.T.)
pursuant to the provisions set forth in Article 36 of the Urban Leases Law. Said
amount shall be converted into "Security Deposit Paper" (Papel de Fianza) upon
the registration of this agreement at the Department of the Economy and Public
Finance (Consejeria de Economia y Hacienda) of the Andalusia Regional Authority
(Junta de Andalucia) pursuant to prevailing legislation. Said security deposit
shall be returned to Tenant when the leased surface area is returned should no
expenses, damages and other debts arising from this agreement and incurred by
Tenant be applied.
7.- ASSIGNMENT AND SUBLEASING
Tenant may neither assign this agreement nor sublet the leased surface area,
either wholly or in part.
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Notwithstanding the above, Tenant may assign this agreement and partially or
wholly sublease the leased surface area or areas of Edificio Montesierras 36 to
any company or institution belonging to the Telvent Group at any time during the
term of this agreement without Landlord's consent, although it is obliged to
inform Landlord of said assignment or sublease. Any agreements Tenant may
execute with third parties concerning the provision of outsourcing services to
telecommunications operators and other companies (services consisting of
housing, maintaining and, should it be the case, operating communications and/or
computer equipment and systems to operate communications networks owned by third
parties) shall under no circumstances be considered as a sublease, assignment or
transfer, unless the assignment of leased space to a single operator should
exceed 80% of the leased surface area, in which case obtaining Landlord's prior
authorization shall be necessary.
8.- WORKS AND REPAIRS
Landlord hereby authorizes Tenant to execute any kind of works whatsoever on the
leased surface area during the term of this agreement that may be necessary to
perform the activities set forth in the first Whereas Clause contained herein.
In any event, said works shall be paid for and executed by Tenant and any that
are of a permanent nature shall be kept to the benefit of the Building. Should
Landlord so decide, Tenant shall proceed to demolish the aforementioned works at
its own cost and return the leased surface area in its original state.
Furthermore, Tenant hereby undertakes to build a separating wall between the
leased surface area and the rest of the building.
Landlord for its part expressly undertakes to execute any works it may consider
as necessary for the building in such a way that the operation of the equipment
installed by Tenant is not affected. Should this come about, both parties shall
reach an agreement as to the best way to solve the problem with the aim of
making the works feasible without affecting the proper operation of the
equipment installed.
The technical specifications that both the leased surface area as well as the
rest of the building must meet are attached hereto as Annex 1.
9.- COSTS
Tenant shall pay for the costs arising from the consumption of electric power,
water, gas and telephone, as well as the costs resulting from contracting,
acquiring, maintaining, repairing and replacing these utilities' corresponding
metering devices and installations. Tenant shall likewise register such services
in its name.
The payment of ordinary communal costs in accordance with the percentage set for
the leased area shall also be Tenant's responsibility. Landlord shall give
Tenant notice of the calling of the meeting to be held to constitute the
Condominium of Owners (Comunidad de Propietarios) which will decide upon the
nature and amount of such costs, which in any event should be reasonable and in
accordance with market conditions. Nonetheless, receipts for the aforementioned
costs should be made available to Tenant through the Building's Administrator or
the Condominium's President for any kind of verification it may wish to make.
Landlord shall be responsible for paying the Property Tax (Impuesto sobre Bienes
Inmuebles) levied on the Building which is the object of this agreement.
10.- INSURANCE
Tenant hereby undertakes to take out a multi-risk third-party insurance policy
to cover any damages that may occur in the leased surface area. Tenant shall
provide Landlord with a photocopy of said policy.
11.-
Tenant hereby states that it is aware of the physical state of the leased
surface area as it has carried out a thorough inspection, likewise stating that
the Building's facade and common areas are undergoing
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refurbishment work. Tenant also states hereby that it is aware of the Building's
situation regarding Town Planning Regulations concerning the uses for which it
is authorized and hereby takes responsibility for any consequences that may
arise from said uses.
12.-
Tenant hereby states that the address first written above shall be its address
for any notices that may have to be given for the purposes of this agreement.
13.- TENANT'S OBLIGATIONS
Tenant hereby undertakes:
a) Not to store or handle noxious or unhealthy materials in the leased
surface area and to always comply with prevailing national and
municipal ordinances.
b) To allow access to the leased surface area to Landlord and to any
workers or experts it may send so that they may execute, inspect and
verify any kind of works whatsoever affecting the leased surface
area. In this regard, Landlord shall be obliged to give Tenant at
least forty-eight hours' notice of the need to access the leased
surface area and hereby undertakes to ensure that such access shall
only occur within office hours and in such a way so as not to affect
Tenant's activities.
14.-
Landlord shall not be held liable in any way whatsoever should the competent
national or municipal authorities not grant Tenant a license to perform its
activities or prohibit it from performing them after having received such
authorization. Any authorization or license that may be needed to perform the
activities agreed upon herein shall be processed and paid for by Tenant. The
fact that such licenses are not granted shall be sufficient cause for the
termination of this agreement and Landlord shall not be entitled to seek
compensation from Tenant for this reason.
15.- CAUSES FOR TERMINATION
The following shall be causes for the termination of this agreement:
a) Non-payment of two monthly rent installments, as well as
continuously making delayed payments of the rent agreed upon herein.
b) Non-payment of any of the amounts Tenant has undertaken to pay or
that correspond to the lease.
c) Should unpleasant, unhealthy, noxious, dangerous or illegal
activities be performed in the leased surface area.
d) Termination shall proceed should Tenant not put a breach right once
15 days have elapsed from Landlord giving irrefutable notice to do
so.
16.- TAXES
All taxes, contributions, permits and duties corresponding to the performance of
the business to which the Building's leased surface area is dedicated to shall
be solely paid by Tenant. On the other hand, any taxes, contributions, permits,
and duties levied on the title or ownership of the leased surface area shall be
paid by Landlord.
17.- ADVERTISING
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Tenant is hereby authorized to install billboards, signs and advertising,
including fluorescent signs, concerning its activities both inside the Building
and on its facade. This should be done in compliance with the provisions set
forth in municipal regulations and in the Articles of Condominium. Tenant shall
be responsible for obtaining the necessary municipal licenses and permits to do
so, and shall also be responsible for paying any taxes and expenses that may
result from their installation and operation.
18.- PREFERENTIAL ACQUISITION RIGHTS
The parties expressly agree hereby that the preferential acquisition rights set
forth in Article 31 in relation to Article 25 of the Urban Leases Law shall not
be applicable, and Tenant thus waives its entitlement to such rights. Without
prejudice to the foregoing, should Landlord wish to sell the Building, Landlord
hereby undertakes to expressly inform the new owner of this agreement's
existence and of its contents.
19.- COMPENSATION FOR TENANT
Concerning the activities that Tenant will perform in the leased surface area,
both parties expressly agree hereby to waive the application of Article 34 of
the Urban Leases Law. Tenant therefore waives its entitlement to compensation as
set forth in said Article.
20.-
Tenant hereby states that it knows the Articles of Condominium and undertakes to
comply with them. Concerning the interpretation and performance of this
agreement, both parties expressly submit themselves to the Courts of Seville and
expressly waive any privileges they may enjoy.
21.-
Tenant shall maintain the ownership of any of the goods it may install in the
Building's leased surface area and shall consequently remove them upon the
termination of this agreement.
IN WITNESS WHEREOF, both parties have hereunto set their hand in duplicate in
the place and at the date first mentioned above.
LANDLORD TENANT
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P.P. XXXXXXXXX, X.X. PP. TELVENT HOUSING, S.A.
XX. XXXXX XXXXXXXX XXXXXXXX XX. XXXXXXX XXXXXXXX ICIARRA
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