SUB-LEASE AGREEMENT
Saint Petersburg
LIMITED LIABILITY COMPANY NORTHERN CAPITAL GATEWAY,
hereinafter referred to as the
"SUBLESSOR", represented by commercial director
Xxxxxxx X. Xxxxx, acting on the basis of the power of
attorney # 160 of 20.11.2012
and
BALTIA AIR LINES, INC., hereinafter referred to as the
"SUBLESSEE", represented by President/CEO of Igor
Dmitrowsky, acting on the basis of the Charter, of the
other part,
hereinafter jointly referred to as the "PARTIES" or
separately as the "PARTY", have entered into this
agreement (hereinafter referred to as the "AGREEMENT") as
follows:
1. SUBJECT O.F THE AGREEMENT
1.1 The Sublessor agrees to provide the the
Sublessee for payment for temporary use with an object of
non-residential property annex 1 H (# 551), cadastral number
78:14:7717:63:228 - patt of the building marked on
the plan with a red line (Appendix I), hereinafter
referred to as the "OBJECT " located at the address:
Office 2039, 1 floor, Departure-Arrival terminal,
00 Xxxxxxxxxx xxxxxx (Letter X, Xxxxxxx Xxxxxxx
Xxxxxxx-0), Xx. Xxxxxxxxxx, Xxxxxx, 000000
The total area of the patt of the building offered
for sublease amounts to 13.6 (thirteen point six) square meter.
1.2. The Object is designed for placement of
representative office of the airlines.
1.3. The Object is owned by the Sublessor on the basis of
the object lease agreement (object sublease agreement)
which is registered with
25.06.2010 under reg. # 78-78-01/0277/2010-
686. The Object leasehold is pledged under Mortgage
Agreement of 18.07.2011 entered into between the
Sublessor and UniCredit Bank AG and registered on
21.07.2011 with the Office of the Federal Service for
State Registration, Cadastre and Cartography in St.
Petersburg, Registration# 78-78-34/087/2011- 455.
2. RIGHTS AND OBLIGATIONS OF THE PARTIES
2.1. The Sublessor agrees:
0.x.X.Xx submit the Object to the Sublessee on the basis of
the Acceptance Certificate (hereinafter referred to as
the "Certificate"). The Certificate shall be executed in
writing and signed by the Sublessor and the Sublessee or by
the authorised representatives of the Parties. The
Certificate is attached to the Agreement (Appendix# 2) and
is an integral part of the latter.
0.0.0.Xx carry out an overhaul of the Object in connection
with the major overhaul of the building.
0.0.0.Xx inform the Sublessee in writing of the necessity
to vacate the Object due to performance of an overhaul of
the Object (building) not later than 1 (one) month prior
to beginning of such an overhaul.
0.0.0.Xx consider applications of the Sublessee in respect
of changes in the Object purpose as well as its repair and
re-equipment within one month on receipt of such an
application.
2.2. The Sublessee agrees:
0.0.x.Xx accept the Object in accordance with the Certificate.
0.0.0.Xx use the Object in
accordance with its purpose (Item
1.2 of the Agreement).
0.0.0.Xx effect payments fixed in the
Agreement timely and fully.
2.2.4. During the validity of the present Agreement carry
out cnrrent repairs of the Object at his expense in case if
the Sublesee cause deterioration of the conditions of the
Object, using his resources and materials provided that a
written consent was received from the Sublessor.
2.2.5. To ensure safety of the engineering networks,
communications and equipment at the Object.
2.2.6 Not to make concealed or open wiring and
communications, perform re-planning and re-cquipment at the
Object without a wTitten consent of the Sublessor.
Should the Sublessor find any unauthorised re- planning,
violated integrity of walls, partitions or floorings,
repairs or wiring distorting the initial conditions of the
Object, these shall be removed by the Sublessee and the
Object shall be restored to its initial conditions at the
Sublessee's expense within the time period defined in a
unilateral order of the Sublessor.
2.2.7 Not to install any telecommunication and transmission
equipment (whether wired or wireless) in the Object without
written consent of the Sublessor. To apply for the oftlcial
operators JSC "Obit" and "Megafan" in respect of the
conclusion of agreements for rendering communication
services in Pulkovo Airpmt territory.
Should the Sublessor find unapproved placement of
telecommunication equipment afore, it shall be removed by
the Sublessee and the Object shall be restored to its
initial conditions at his expense and within the time
period defined at the sole discretion of the Sublessor.
2.2.8. To follow Rules and Norms of tire safety
including Rules of fire safety in Russian Federation
(Rules of fire safety 01-
03) according to the order #390 from
25/04/2012 of Ministry of the Russian Federation for Civil
Defense, Emergency Management and Natural Disasters Response.
To follow the rules, resolutions and other legal requirements
of fire service's officials.
To develop and to take measures on ensuring of fire security
on Premise within 15 calendar days from the moment of
signing of this Additional Agreement.
To keep systems and means of fire protection including
basic means of fire control in operational condition, to use
them properly.
To follow the requirements of sanitary and epidemiological
and fireproof inspections. To implement and carry out
requirements of
Norms, rules and procedures on aviation safety,
established in the Airport - Airport
complex, (by Sublessor or other representatives), to carry
out the order of actions at threat occurrence of act of
illegal intervention fulfillment in activity of civil
aviation, concerning kinds of activity of the Sublesse and
the Object rented by it. Independently be responsible for
violations marked in present item of norms and rules.
2.2.9. To follow the requirements of the Sublessor,
fireproof and other inspections within the established
deadline on taking measures on liquidation situations
appeared as a result of acts of Sublessee, that
put in jeopardy the preservation of the Object
(building), ecological and sanitary condition out of
the Object (building).
2.2.10. To vacate the Object due to emergency condition of
the building (or its part), a planned overhaul or the
building or its liquidation for town -planning purposes
within time, defined by the Sublessor's warrant.
2.2.11. To maintain the Object in the adequate sanitary and
fireproof state, not smoking and not to allow smoking in the
Object, with the exception of specially designated places.
2.2.12. To inform immediately the Sublessor of any damage,
emergency or other event that caused (may cause) damage to
the Object ad to take immediately all necessary
measures in time to avoid detriment, further destruction
or damage of the Object.
2.2.13. To conclude the agreement for the recovery expenses of
electricity supply within I 0 (ten) days from the moment of
signing of the Agreement. To conduct payment for the said
service timely and full.
2.2.14. Not to conclude agreements, not to act or effect
transactions that may lead to burdening of the property
rights granted to the Sublesse under the present
agreement, including transfer of the rights to the third
party (mmtgage agreements, sublease agreements,
contribution, of the right to sublease the Object or its
part into the authorised capital stock of a company, etc.).
2.2.15. Not to enter into any agreements or transactions
not to take any actions which would result in
promotional and informational materials (light boxes,
billboards, flyers, brochures, promotional equipment,
etc.) of third parties placed inside or outside of the
Object without written consent of the Sublessor.
2.2.16. To ensure the unimpeded access in any time to the
Object for representative of the Sublessor to inspect it and
check the fulfilment of the terms of the Agreement.
2.2.17. To receive payment documents as well as
notifications, drafts of additional agreements and other
documents prepared by the Sublessor within the present
Agreement in the Sublessor's appropriate department.
2.2.18. To review the additional agreements and
other drafts of bilateral documents, prepared by the
Sublessor within 20 (twenty) days of receiving them.
The Sublessee shall, within this time period, either send
an appropriate signed document (documents) or submit
wtitten objections (letter of disagreement).
2.2.19. In the event of any of the
following changes to the Sublessee's details:
(a) any change of the executive office of Sublessela
person acting on behalf of the Subles e without power
of attorney, a person authorised to sign the Agreement
on the basis of the power of attorney, issue of a new
power of attorney , used for the purposes of the present
agreement, bank details and/or other data required for the
implementation of the present Agreement;
(b) a decision to reorganise I liquidate the
Sublessee-
To notify the Sublessor in writing within 10 (ten) days
of making such changes (or a respective decision), of
such changes (or a decision to reorganise I liquidate
the Lessee) in writing and submit documentary evidence.
2.2.20. To inf01m the Sublessor of vacation of the Object
in writing not later than 2 (two) months prior to the
planned vacation of the Object both in case of the expiry
of the Agreement and in case of its early termination.
2.2.2l.Upon the expiry of the present Agreement or its
early termination (including the nnilateral refusal to
execute the agreement of one of the parties) to vacate
the Object and return it to the Sublessor against the
Acceptance Certificate in good order with due account for
natural wear and tear including all authorised
re-planning, repairs and inseparable improvements.
Not to apply the requirement mentioned above in
case of renewal of the contract in new term according with
6.4 item of the Agreement
2.3. The Sublessor has right to place in the Object, pointed
out in the 1.1. item of the present Agreement, promotional
and informational materials without the Sublesse consent.
2.4 The Parties agree that the Sublessor may work out mles
and regulations regarding the operations of Pulkovo
Airport as a whole, which could result in additional
obligations
and/or restrictions lor the Sublessee, related to the
functioning of the airport facilities.
Afore-mentioned rules and regulations may only be intended
to systemise and improve the passenger and visitor
service procedures and standards of the Airport and may
not affect the scope of this Agreement, the Subrental or
other financial obligations that might arise between the
Parties.
The Sublessee shall comply with the Sublessor's standards
of commercial activities at Pulkovo Airport. The
Sublessee shall read the standards on the Airport web-
site
3.SUBRENTAL AND SETTLEMENTS UNDER THE
AGREEMENT
3.1.The subrent rate for the Object amounts
31 286,12 (thirty one thousand two hundred eighty six point
twelve) rubles per month per
13,6 sq.m under the account:
2 300,45 (two thousand three hundred point forty five)
rubles per 1 (one) sq.m per month.
According to the p.l. Article 149 of the Tax Code the
service is not subjected to tax. Subrental for
incomplete month to be
calculated for the days of actual use of Object
based on amount of monthly Subrental and number of days in
corresponding month.
3.2. The Sublesse transfers the subrent, defined in p.3.1.
of the present Agreement before the15th (fifteen) day of
the month that payment arrange.
The subrental shall be paid in rubles by force of cash
assets transferring to the settlement account of the
Sublessor, indicated in p.9.1. of the present Agreement.
Ballk details that the Sublessee should use to transfer the
subrental fee will be shown in the account.
The payment date is the date when the funds
- 8-
are credited to the current account of the
Sublessor.
3.3 The Sublessor has the right to change the amount of
the subrent rate, determined in p.3.1 in disputable
and unilateral order by the writing notification of
the Sublesse. The transferring of the subrent rate in new
amount arrange within established in p.3.2 time or
during 25 (twenty five) bank days on notification
about changing the amount of payment received.
The amount of the subrent rate may be reconsidered by the
Sublessor, but not more than once a year.
3.4 The collation of invoices is CmTied out no less
than once a year by initiative of one of the Parties.
4. FORCE MAJEURE
4.1. Neither of the Parties shall be liable to the
other Party for non-fultilment of obligations under
the present Agreement due to the circumstances beyond
the Parties' control and wish, that cannot be foreseen or
avoided, including declared or actual wm , civil
disturbances, epidemics, blockade, embargo, earthquakes,
floods, fires and other natural disasters.
4.2. The Party that does not fulfil its obligations in
case of force majeure circumstances shall inform the
other Party of the impediment and its impact on
fulfilment of obligations under the Agreement within 3
(three) days in writing, and it shall compulsorily
submit written docwnents of authorised bodies.
4.3. If the force majeure circumstances last for 3
(three) consecutive months m1d give no sign of
cessation, the present Sublease Agreement may be
terminated by the Sublessor or the Sublessee by sending
a written notice to other Xxxxx.
5. RESPONSIBILITIES OF THE PARTIES
5.I. The Parties shall be liable for non- fulfilment or
improper fulfilment of tbe terms of the Agreement in
accordance with the current legislation oftbe Russian
Federation.
5.2. Should the Sublessor breach the terms of Item 2.1.1
of the Agreement without a reasonable excuse,
he should pay to tbe Sublesse a penalty in the
amount of 0.1% of the monthly amormt of the Subrental for
the use of Object specified in Item 3.1. of the
present Agreement for each day of delay.
5.3.Should the Sublessee violate provisions of Item 3.2 of
the Agreement, regardless of fault, it shall pay a penalty
in the amount of 0.1% of the delayed amount to the Sublessor
for each day of delay.
5.4. Should the Lessee violate the provisions of Item
2.2.19 hereof, the latter shall, whether at fault or not,
pay a penalty of 50,000 (five thousand) roubles to the
Sublessor for each such a violation.
5.5. Should the Sublessee fail to fulfil its obligations to
vacate the Object (Item 2.2.21 of the present Agreement),
he should pay the Subrental lor the period of delay as well
as a penalty in the amount of O.l% of the monthly Subrental
for the use of the Object to the Sublessor regardless of
fault.
5.6. If upon expiry of the Agreement the conditions of the
returned Object do not comply with requirements set
forth in Item 2.2.21 of the present Agreement, the
Sublessee shall reimburse the Sublessor tor the caused
damage in accordance with the current legislation of the
Russian Federation.
5.7. Payment of penalties does not release the Pruties
from their obligations under the present Agreement.
5.8. Should the Sublesse not compliance in time or violate
the provisions of p. 2.2.8. hereof the latter shall pay
penalty of 40,000 (four thousand) roubles to the Sublessor
for each such a violatioml.
6.DURATION, TERMS OF TERMINATION AND EXTENSION OF THE
AGREEMENT
6.1. The present Agreement shall become effective upon its
siguiug by the Parties and be considered valid during 11
(Eleven) months.
The Parties agreed that the terms of the Agreement shall be
applied to their relations which have arisen starting from
the I st of March 2013.
6.2. Expiry of the present Agreement or its early
termination does not release the Parties from fulfilment of
obligations including monetary obligations (payment of the
Subrcnta!, public utility charges, penalties).
6.3.The Sublessee has no privilege to conclude a
sublease agreement for the new term.
6.4.If upon expiry of the term of the Agreement specified
in Item 6.1 of the Agreement the Sublessee keeps using
the Object in the absence of objections on the part of the
Sublessor, the present Agreement shall be deemed renewed on
the same terms sine die.
6.5.The Sublessor shall be entitled to refuse to perform the
Agreement in the followi11g cases:
6.5.1.When the Object or any patt thereof or public areas are
used not in compliance with the present Agreement;
6.5.2. If the Sublessee or his visitors
intentionally cause deterioration of the conditions of the
Object or public areas;
6.5.3In the event that the Sublessee fails to meet the
Subrental due date systematically (one or more consecutive
times);
6.5.4 In the event that the Sublessee fails to comply with
the provisions (two or more consecutive times), set forth in
Items 2.2.6, 2.2.7, 2.2.8, 2.2.9, 2.2.13, 2.2.16, 2.2.18 or
2.2.19.
6.5.5.The Sublessee fails to fulfil the obligation foreseen
by the Item 2.2.11 of the Agreement
6.6. If events listed in Item 6.5 of the present
Agreement occur, the Sublessor shall notify the Sublessee
in writing of refusal to perform the Agreement which shall
be deemed terminated since the date specified in such a
notice.
6.7. Furthermore, the Subessor shall be entitled to refuse
to perform the Agreement at its own discretion (regardless
of reasons) having notified the Sublessee of it in writing
at least 2 (two) months prior to the expected date of
termination of the Agreement.
If the Agreement renews on the same terms sine die by the
requirements of p.6.4. of the Agreement the Sublessor shall
be entitled to refuse to perform the Agreement at its own
discretion (regardless of reasons) having notified the
Sublessee of it in writing at least I (one) month prior to
the expected date of termination of the Agreement
6.8. Upon request of the Sublessee, the Agreement can be
early terminated when the Sublessor does not provide
the Sublessee with the Object or impedes use of the Object
in accordance with the terms of the present AGREEMENT;
6.9. If events listed in Item 6.8 of the present Agreement
occur, the Sublessee notifies the Sublessor in writing that
it shall fulfil the obligations within 7 (seven) days upon
expiry of which the Sublessee shall terminate the Agreement
in the established manner.
7. GOVERNING LAW. ARBITRATION.
7.I. Relations between tl1e Pmties shall be governed
by the present Agreement and the current legislation of
the Russian Federation.
7.2. The Parties shall try to settle all disputes and
disagreements arising upon performance of the Agreement by
means of negotiations.
7.3. If the said disputes cannot be settled by means of
negotiations, they shall be settled by the Arbitration
Court of Saint Petersburg and Leningrad region in accordance
with its competence and the laws of the Russian Federation
using the complaint procedure. The deadline for the
response on the claim is
30 (thirty) days on the claim was received.
8. OTHER CONDITIONS
8.1. Each of the Parties should keep confidential in
regard to any information concerning the present
Agreement in accordance with the laws of the Russian
Federation.
8.2. All additional agreements, notifications that
change/or cancel tl1e conditions of the present Agreement
should be sent by registered mail or courier at the address
and details specified in the present Agreement. All
notifications should be considered received in
15 (fifteen) days after tl1eir dispatch.
8.3. Correspondence on the subject of the present
Agreement between the Parties via fax shall be considered
legally valid along with the original documents by both
Parties. The documents received in the established in tl1e
present item manner could be the evidence in the Court.
8.4. The Agreement is executed in three copies each of
which has equal legal force; two copies shall be kept by
the Sublessor, and one copy shall be kept by the Sublessee.
8.5. In case of any discrepancies between the English
and Russian texts of the Agreement, the Russian text
shall prevail
8.6. The supplements to the present Agreement that are its
integral part:
Appendix # I - Layout for the Leased Object
Xxxxxxxx # 0 - Acceptance certificate.
9. DETAILS AND SIGNATURES OF THE PARTIES
SUBLESOR: Limited Liability Company
Northern Capital Gateway
Address: 0 Xxxxxxxxxxx xxxxxx, part A, Xxxxx-
Xxxxxxxxxx 000000, Russian Federation
Postal address: p.b. 74, Saint Petersbmg, 196210
OGRN: 1067746535944
INN: 7703590927, KPP: 785050001
Bank Details for money transfer to the Sublesor
ONSHORE BANK ACCOUNT ARE FOLLOWING:
Beneficiary bank:
