CONTRACT
ON LEASE OF THE GAS FACILITY
NZ xx/2010/RCx
concluded pursuant to Article 663 etc. of Act No. 40/1964 (Digest) Civil Code
between the following Contracting Parties :
The Lessor : (Trade name)
Company name
Registered Office:
Represented by:
IČOcode:
DIČ code:
IČ VAT code:
Bank:
Account No.:
ABO:
IBAN:
SWIFT ( BIC):
Registered in the Commercial Register at ...... District Court,
Section:...... , file No.: ......
(hereinafter referred to as „Lessor" )
and
The Lessee:
SPP - distribúcia, a.s.
Registered office: Mlynské nivy 44/b
825 11 Bratislava
Represented by: ......
IČO code: 35910 739
DIČ code: 20 21931 109
IČ VAT code: SK7020000372
Bank /EUR/ : VÚB a.s.
Account No.: 1119353 / 0200
IBAN: SK74 0200 0000 0000 0111 9353
SWIFT (BIC): SUBASKBX
Bank /EUR/ : Tatra banka, a.s.
Account No.: 2627712668 / 1100
IBAN: SK64 1100 0000 0026 2771 2668
SWIFT (BIC): TATRSKBX
Registered in the Commercial Register at Bratislava I District Court,
Section: Sa, file No.: 3481/B
Legal personality: Joint stock company
(hereinafter referred to as „Lessee“)
I. Object and Purpose of Lease
I.1. The Lessor is the owner of the gas facility specified inArticleI. 2 of this Contract.
The Lessor has acquired the ownership rights to the given gas facility by its construction, providing proof of that fact in the form of the Building Authority’s decisionpermitting the use of the construction:„Name of the construction according to the final inspection decision“, No.: , dated:……….. .
(Alternatively)
The Lessor has acquired ownership rights to the given gas facility by transfer of these rights from the previous owner, providing proof of that fact by the Purchase Contract (Contract for Donation) No.: ...... , dated ...... , concluded between (Lessor) and (Previous owner).
The Lessor declares that the gas facility specified in Article I.2 of this Contract was built in compliance with the project documentation (title and number), elaborated by (name and registered office of the designer / design office) approved by the Lessee, and in accordance with the conditions shown in the Building Authority’s decision (No. of the building permit), dated ………....
I.2. The Lessor relinquishes for use to the Lessee the following gas facility:
For example:
Object C 108
STL gas pipeline
- Gas trunkline Sl PE DN 90 mm length 104.00 m
- Gas connection PE DN 32 mm length 9.50 m
- Gas pressure regulator1 unit
The gas facility is located below the ground surface, buried on lots in the cadastral area: (e.g.Mlynárce, city: Nitra, street: Tokajská 8,10,12. )
I.3. The gas facility specified inArticleI. 2 of this Contract is accepted by the Lessee in lease for the purpose of its use in the distribution of natural gas to offtake points connected to the aforesaid gas facility.
II. Rights and Obligations of the Contracting Parties
II.1. Rights and Obligations of the Lessee
II.1.1. The Lessee has the right of usage of the gas facility specified in v ArticleI. 2 of this Contract.
II.1.2. The Lessee is obliged to notify the Lessor, without undue delay, the need of repairs of the gas facility that must be carried out by the Lessor.
II.1.3. The Lessee has the right to execute technical improvements of the leased gas facility only with prior consent of the Lessor.
The Lessor and the Lessee have agreed that the costs for technical improvement of the leased gas facility paid by the Lessee shall be depreciated by the Lessee. The Lessor undertakes to refrain from increasing, in the lease time duration, the entry price of the leased property by the price of technical improvement.
At the same time the Contracting Parties agreed that, should the lease relationship expire before lapse of the depreciation period of the technical improvement, then the Lessor shall be obliged to pay to the Lessee the sum equaling to the depreciated tax cost of the technical improvement, calculated to the date of expiry of the lease relationship.
II.1.4. The Lessee is not authorized to sublease the leased gas facility without prior consent of the Lessor.
II.2. Rights and Obligations of the Lessor
II.2.1. The Lessor is obliged to relinquish the leased gas facility to the Lessee in conditions suitable for its agreed use.
II.2.2. The Lessor shall perform repairs of the gas facility or ensure their performance (hereinafter referred to as "repairs”).Unless agreed otherwise between the Lessee and the Lessor, the Lessor shall perform repairs of the gas facility within maximally 3 days from the date of notification of the need.
Failure of the Lessor to perform repairs within this deadline shall establish the Lessee’s right to perform these repairs, and the Lessor shall be obliged to refund to the Lessee the costs extended by the Lessee in the repairs of the gas facility
II.2.3. The Lessor is obliged to ensure undisturbed usage of the gas facility by the Lessee, and to provide him with the necessary cooperation /permit excavations, allow land entry, etc./.
II.2.4. The Lessor is obliged to ensure the possibility of entry of the Lessee and persons authorized by the Lessee to the land and premises locating the gas facility, including entry with the necessary transport means.
II.2.5. At conclusion of this Contract the Lessor submitted to the Lessee documentation, in accordance with the list thereof, which represents an inseparable part of this Contract as its Annex No. 1.
/Select the LIST OF DOCUMENTS (A,B,D,) from Annex No.1, depending on the gas facility type that is the object of lease /.
III. The Rent
III.1. The rent was determined in compliance with Act No. 18/1996 Coll. on prices, as amended by later regulations, and by agreement of both Contracting Parties, in the sum 1 EUR (in words, one.Euro) annually. VAT shall be added to the price thus determined in compliance with applicable legal regulations.Unless the Lessor and Lessee agreed in writing differently, the sum of the rent may not be changed during the validity period of this Contract.
III.2. The rent is payable 1 x annually in arrears, always for the preceding calendar year. When the lease relationship is established or expires in the course of the calendar year, the Lessor is entitled to the proportional part of the rent in the amount of 1/12 for each calendar month or part thereof.
III.3. The Lessee shall pay the agreed rent on the basis of the Lessor´s invoice. The Lessor shall issue the invoice by the 15th day at latest of the calendar year following the year for which the rent is being paid.
III.4.The Banking charges of the Lessee shall be borne by the Lessee, banking charges of the Lessor shall be borne by the Lessor.
III.5.All financial obligations shall be payable in the Euro currency.
III.6.Both Contracting Parties exclude assignment of their receivables without prior written agreement.
IV. Billing and Payment Conditions
IV.1. Each invoice shall contain the following, additionally to the particulars specified by applicablelegal regulations:
- The designation “invoice”;
- IČO codes of both Contracting Parties;
- Number of the Contract/Buyer’s order;
- Mailing date of the invoice;
- Maturity date of the invoice;
- Constant symbol;
- Form of payment – transfer order;
- Sum to be paid;
- Name, signature and telephone contact of the issuer’s responsible employee;
- Imprint of seal of the issuer;
- Place of performance of the Contract,
- Banking data of both Contracting Parties in the form ABO, IBAN and SWIFT.
IV.2The banking data of the Seller in the form ABO, IBAN and SWIFT shown in the invoice must be identical to the banking data agreed in the Contract, or else the Buyer shall be entitled to pay the invoiced sum according to the banking data shown in the invoice and shall not, in such case, be responsible for incidental loss occurring to the Seller inconsequence of the incorrectly addressed payment.
IV.3. Failure of the invoice to meet all particulars agreed in the Contract shall entitle the Lessee to return the invoice to the Lessor without payment.In such case the Lessor shall not have the right to claim sanctions against the Lessee for late performance of his undertaking but must issue a new invoice with data corresponding to the provisions of the Contract, and specifying a new maturity period.
IV.4. Each invoice shall be issued and delivered to the Lessor´s registered office’s address.
IV.5.The agreed maturity deadline of invoices, debit notes and credit notes is 60 days from the delivery date of the invoice to the other Contracting Party.Should the last day of maturity period fall, according to the Slovak calendar, on a Saturday, Sunday or a public holiday, then the Contracting Parties shall accept the first following workday as the day of discharge of financial obligation, under the same price conditions and payment terms.
IV.6.The day of debiting the Buyer’s account with the debt and crediting the Seller’s account therewith shall be deemed the day of. fulfilment of the financial undertaking.
IV.7Should the Lessee be in default with the performance of his financial obligation, the Lessor shall be entitled to claim default interest from the Lessee, in the sum 0.02 % of the debt for each day of the delay.
V. Conditions of Use of the Facility
V.1. The Lessee has the right to connect further customers to the leased facility during the lease relationship.
V.2. The Lessor consent to the Lessee the right to entry to his land where the facility is placed in order to check and maintain the facility..
V.3.The Lessor declares that he has established easements entitling him to have the given gas facilities placed in the lots of placement.
VI. Final Provisions
VI.1. This Contract is concluded for an undefined period of time.
VI.2. The Contracting Parties have agreed that each Contracting Party may terminate this Contract only for reasons representing violation of the agreed undertakings derived from this Contract. The termination must be made lout in writing and must be delivered to the other Contacting Party. The period of notice is 12months, commencing from the first day of the calendar month following after delivery of the termination notice to the other Contracting Party.
VI.3. The Contracting Parties declare that they are aware of the fact that in the event of expiry of their contractual relationship the Lessee’s right of use of the given facility shall cease, along with the Lessee’s possibilities to distribute natural gas to the offtake points connected to that facility.
VI.4. All rights and dutiesnot expressly regulated in this Contract shall be governed by the applicable provisions of the Civil Code and by provisions of other generally binding legal regulations.The Contracting Parties agreed that this Contract and relations resulting of it will be governed and interpreted in compliance with laws of the SlovakRepublic. All disputes arising out of this Contract shall be finally settled by relevant courts of the SlovakRepublic.
VI.5.If some of the provisions of this Contract are entirely or only partially invalid or unenforceable, or it will become invalid or unenforceable later, it does not affect the validity of other provisions of this Contract. The Contracting Parties commit to replace such provisions immediately by a provision, which will preserve the sense of the original provision andwill correspond to the original will of the Contracting Parties and purpose of this Contract.
VI.6. The Contracting Parties declare that they have read this Contract, understood its contents, and that they have concluded it voluntarily, in witness whereof they have added their signatures.
VI.7. The Contracting Parties consider the contents of this Contract matter of confidentialityand covenant to refrain from enabling third-party access to information contained in this Contract.
VI.8. This Contract was made out in six copies, of which the Lessor shall obtain two copies and the Lessee four copies.
VI.9. This Contract becomes valid by its signature by both Contracting Parties, and effective on thedate ......
alternatively
This Contract becomes valid and effective by its signature by both Contracting Parties.
VI.9. This Contract may be amended and supplemented only in the form of written supplements, signed by representatives of both Contracting Parties.
VI.10. The List of documents applying to the gas facility representing Annex No. 1 to this Contract is indelible component of this Contract.
...... , on the ...... ,on the ......
The Lessor: The Lessee:
......
Annex No. 1
LIST OF DOCUMENTS
Technical documentation for STL andNTL gas pipelines (steel + PE)
a) Documents preconditioning approval
-Pipeline acceptance record with documents for steel gas lines and connections according to STN386413, Annex D, and for gas lines and connections made from PE according to STN 38 6415, Annex C, containing minimally the following documents:
-Building permit,
-Confirmed final project documentation, with drawn-in changes,
-Initial inspection report of gas pipeline and connection,
-Pressure test report,
-Geodesic layout of the as-built construction project in a digital format,
-Written consent of owners of affected buried facilities and of owners/administrators of railways, factory sidings, roads and water flows to the execution method of parallel runs and crossovers,
-Final inspection certificate,
-Official test protocol (MPSVR SR decree No. 718/2002),
-Records of the latest applicable professional inspection and professional test.
b) Other documents
-Acceptance documents and records applying to steel gas pipelines according to STN 38 6413, AnnexD, and to PE gas pipelines according to STN 38 6415, Annex C, not listed under Point a).