EXHIBIT 10.16
AGREEMENT N 356A/291299
on the rent of office premises
Moscow December 29, 1999
MACHMIR Co, Ltd., the legal company under the legislation of Russian Federation,
presented by the general director Kudimov N.N., operating on the basis of the
Charter, hereinafter referred to as "Lessor", on the one hand, and ZAO "TriD
Store Vostok", the legal company under the legislation of Russian Federation,
presented by the general director Xxxxxx I.E., operating on the basis of the
Charter, hereinafter referred to as "Renter", on the other hand, further
mentioned together as "Parties", wishing to cooperate on a stable and mutually
advantageous basis, have concluded the present Agreement as follows:
Article 1. SUBJECT OF THE AGREEMENT
1.1 The Lessor is obliged to grant the Renter in temporary use for the
defined payment (without the right of sublease and redemption) 200 square meters
of office premises (further - "premises") on the second floor of the building,
located at: 119146, Xxxxxx, 0xx Xxxxxxxxxxxx xx., 0, building 1, owned by the
lessor, for allocation of the office.
Plan of the premises is shown in the Attachment to the present
agreement, which makes its essential part.
1.2 The rent period is January 1, 2000 until December 30, 2000 or
shorter, in case of application of the positions, foreseen in article 6 of the
present Agreement.
1.3 The present Agreement is valid since its signing by representatives
of both Parties.
1.4. The Renter shall make all the necessary activities and cover all
the expenses connected to the present Agreement state registration.
Article 2. THE RIGHTS AND RESPONSIBILITIES OF THE PARTIES
2.1 The Lessor commits oneself:
2.1.1 To grant the premises to the Renter's disposal since January 1,
2000 under the acceptance report, stating technical conditions of premises and
engineering equipment at the moment of leasing;
2.1.2 To render the Renter necessary assistance in registration of the
present agreement in state bodies according to the requirements of the Russian
legislation;
2.1.3 To provide for the Renter and persons, indicated by him in
written notice, unconstrained access to the premises and places of common use
during working days from 8 AM till 9 PM; in remaining time, in case of business
necessity, with preliminary Lessor's notification and his written permission;
2.1.4 To provide for the validity period of the present agreement the
electricity supply for lighting, office equipment and home appliances
(installation of other apparatus consuming electric power requires the Lessor's
consent; the payment for current consumption by such apparatus is made
follow-up, basing on actual power of instruments); feed of hot and cold water,
heating upon the existing norms in Moscow, and also operation of the water
drain, sweeping of places of common use and adjacent territory, round-the-clock
protection of the building and adjacent territory;
2.1.5 In case of accidents not through the Renter's quilt, to assist in
elimination of their consequences;
2.1.6 To grant for the validity period of the present agreement for use
of the Renter 4 city telephone lines, providing if needed telephone feed to the
premises. The Miussky Telephone site at the expense of the Renter can re-assign
the local telephone lines to the Renter with the consent of the Lessor;
After termination or advance cancellation of this agreement, the
agreement on use of the local telephone lines is restored and the telephone
numbers are reverted to the former user - the lessor. The Renter pays the
telephone bills during validity of this lease arrangement directly to the
Service Company.
In case the Renter detains from payments for more than one month, the
Lessor switches off the phones in his use on the bases of notification of
indebtedness until complete coverage of all debts before the phone site.
2.2 The lessor eliminates accidents and their consequences at his own
expense, if they took place through his guilt. In case of any crash, the Parties
compose a two-sided report, indicating the reasons and order of liquidation of
consequences.
2.3 The Renter accepts the following obligations:
2.3.1 To use premises extremely with the purposes indicated in item 1.1
of the present Agreement; not to transfer his rights and responsibilities upon
the agreement to third parties.
2.3.2 To pay the rent in due terms;
2.3.3 To use premises according to sanitary & fire-prevention rules and
regulations of using the sanitary and engineering equipment; to respect rules
and norms of public behavior;
The personal responsibility for fire prevention in the leased premises
according to the current legislation (item 1.1.7 of the Fire prevention rules in
the Russian Federation) is assigned to the chief of Company.
2.3.4 To remove and to bear commodities and materials from the premises
upon his invoices presenting them to the guards;
2.3.5 To carry out the necessary current repair of premises in time and
at his own expense. Expenditures of the Renter on the current repair are not the
basis for lowering the rent;
2.3.6 After cancellation of the present Agreement, the conditions of
returned premises shall be not worse, than as fixed in the report mentioned in
item 2.1.1 of the present Agreement with allowance of a natural wear.
If the conditions of returned premises upon termination of the
agreement is worse than the provided, the Renter reimburses to the Lessor the
caused damage according to the legislation of Russian Federation.
2.3.7 To seal up the leased premises daily and to hand over on the
guards' console with notification in the register.
In case of absence of seals at the door of the premises, defective
locks and absence of a signature in the guards' register, the Lessor is not
responsible for loss and plunder of commodities and materials from the leased
premises.
At revealing of plunder of commodities and materials from leased
premises when under protection and in case of habitual negligence of the
protection servicing by the Lessor, the Renter can claim reimbursement of
suffered damage, as fixed by competent authorities.
Article 3. PAYMENTS AND ACCOUNTS BY AGREEMENT
3.1 For the premises in his temporary use the Renter shall pay the
Lessor the equivalent of 50.384 US dollars and 20% VAT equal to 10.166 US
dollars, basing on the rate of 254,17 US dollars per 1 square meter annually
plus VAT of 50,83 US dollars per 1 sq. m.
3.2 Rent and other payments upon this agreement are made in rubles at
the rate of the RF Central Bank on the transfer date.
3.3 The Renter transfers to the Lessor's account the total annual rate,
as mentioned in item 3.1 of this article, quarterly in equal lots together with
VAT as advance payment prior to the 20th date of the last month of the previous
quarter.
3.4 The date of payment is the date of receipt of the appropriate sums
on the recipient's account.
Article 4. THE RESPONSIBILITY OF THE PARTIES
4.1 For default, delayed incomplete fulfillment of the obligations
indicated in article 3 of the present agreement, the Renter pays to the Lessor
0,5% of the delayed sum per each day of delay. In case of delay in rent payments
over one month, the Lessor has the right to terminate the agreement by written
notification of the Renter. On receipt of such notification, the Renter shall
release the rented premises in 30 days.
4.2 In case of violation or inadequate fulfillment of his obligations
and/or warranties by any Party under the present Agreement, he is obliged to
reimburse to the other Party the losses, caused by such violation or inadequate
fulfillment.
4.3 The payment of sanctions, fixed hereby, does not release the
Parties from execution of their obligations or from elimination of violations.
4.4 The Renter and Lessor shall not bear responsibility for violation
or inadequate fulfillment of their duties in case of force major circumstances,
as stipulated in items 5.1-5.5 of the present Agreement.
Article 5. FORCE MAJOR
5.1. The Party is released from responsibility for partial or complete
violation of its obligations under the present Agreement, if this violation or
inadequate fulfillment was caused by force major circumstances arisen after
conclusion of the present Agreement as a result of extreme events, which the
Party could not neither foresee, nor prevent by reasonable measures. Such
extreme events include: the fire, flood and other natural phenomena, military
operations, mass rioting, acts of government and management bodies of the
Russian Federation, activities of municipal services servicing the building.
5.2 At arise of circumstances, indicated in item 1 of the present
article, the Party shall immediately notify the other Party in written form. The
notice should contain description of circumstances, rating of their influence on
fulfillment by the Party of its obligations under the present Agreement and time
of performance of the obligations.
5.3 The Party shall immediately inform the other Party in written form
on termination of circumstances, indicated in item 1 of the present article. The
notice shall indicate the period of execution of the obligation under the
present Agreement.
5.4 In cases, foreseen in item 1 of the present article, the period of
execution by the Parties of their obligations under the present agreement is
removed in proportion to time, during which such circumstances operate.
5.5 In case the indicated circumstances and their consequences continue
to operate over a month or at approach of such circumstances it becomes clear,
that they and their consequences will operate over this period, the Parties can
terminate the present Agreement by mutual agreement. Then, neither Party shall
claim reimbursement of any losses suffered in connection with the present
Agreement.
Article 6. ADVANCE TERMINATION
AND CANCELLATION OF THE AGREEMENT
6.1 Changing terms of the present agreement requires written agreement
between the Parties, and this agreement can be terminated after its expiry or in
advance.
Advance termination by any Party is possible by written notification of
the other Party not less than 30 days before reputed date of termination.
6.2 The agreement can also be terminated by the Lessor, if the Renter
infringes the contractual obligations stated in item 2.3.3, uses leased premises
not as required, does not hinder with systematic gross violation by the
employees company of the order and, despite of written warning terminating
continues to infringe the obligations within 30 days from the date of the notice
in writing.
6.3 At advance cancellation of the agreement, the Parties settle all
the accounts upon this agreement, outstanding at the date of cancellation.
Article 7. RESOLUTION OF DISPUTES
7.1 All disputes and dissents arising from the present Agreement or in
connection with it shall be whenever possible settled by negotiations between
the Parties.
7.2 In case the Parties can not reach an agreement, the dispute between
them is subject to consideration in Arbitration Court of Moscow.
Article 8. PARTICULAR TERMS
8.1 All inseparable (without detriment) improvements in the premises,
made by the Renter in a location, become the property of the Lessor without
reimbursing cost of these improvements to the Renter after cancellation or
advance termination of the Agreement.
8.2 The Lessor hereby guarantees that he is the proprietor of premises
and possesses all necessary and sufficient rights on granting the premises to
rent.
8.3 The Lessor will have access to leased premises for inspection,
repair under advance notification of the Renter, except for extreme cases, like
a fire or flood, at which no warning is required. The Renter shall be
immediately informed about such access in extreme situations.
8.4 During validity of this agreement, the Renter will have the right
to make re-equipment and re-planning of leased premises only under the written
approval of the Lessor.
8.5 The Parties are obliged to provide confidentiality of financial and
commercial information tangent of conditions of the present agreement.
8.6 All changes and additions to the present agreement should be made
in writing and signed by the plenipotentiaries.
Article 9. PROPERTIES OF THE PARTIES
9.1 Lessor: the closed joint-stock company "MACHMIR"
INN 7704010953 119146, Xxxxxx, 0xx Xxxxxxxxxxxx xx., 0
Bank account 40702810500000000045 in ZAO AKB <>
BIK 044583374 corr.acc. 30101810500000000374
9.2 Renter: ZAO "TriD Store Vostok"
INN 7704195574 119146 Moscow, 2nd Xxxxxxxxxxxx xx., 0, xxxxxxxx 0
Xxxx: account 40702810500008996740 in "Bank Austria (Moscow) OOO
BIK 044525746 corr. acc. 30101810400000000746
The present agreement is signed in two copies in Russian, all copies
having identical legal force, one for each Party.
The Lessor The Renter
General director General director
/s/ N.N. Kudimov /s/ I.E. Xxxxxx
