Attached files
| file | filename |
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| S-1 - COLOMBIA ENERGY RESOURCES, INC. | v211134_s-1.htm |
| EX-5.1 - COLOMBIA ENERGY RESOURCES, INC. | v211134_ex5-1.htm |
| EX-21.1 - COLOMBIA ENERGY RESOURCES, INC. | v211134_ex21-1.htm |
| EX-23.1 - COLOMBIA ENERGY RESOURCES, INC. | v211134_ex23-1.htm |
COMMERCIAL
LEASE CONTRACT
OFFICE
315 AND GARAGES 406 AND 426
BOGOTA WORLD TRADE CENTER BUILDING
TOWER
C
PLACE AND DATE OF CONTRACT:
Bogota, December 7th 2010
The
undersigned, to wit: MARIA
ELVIRA DIAZ CALDERON, of legal age, domiciled in this city and identified
with citizenship card No. 20.069.567 issued at Bogota, acting in her own name
and representation and who in this contract and for all effects will be named
THE LESSOR, as one
Party, and FERNANDO CASAS TORRES, male, of legal age and domiciled in the city
of Bogota, identified with citizenship card No. 79.375.380 issued at Bogota,
D.C., acting in the name of, and in legal representation of the Corporation
ENERGIA ANDINA SANTANDER
RESOURCES S.A.S., with Tax Identification Number – NIT – No.
900.362.160-8, a company legally incorporated by means of private document on
the 27th day of
May 2010, and registered at the Chamber of Commerce of Bogota, D.C. on June
8th 2010
under number 01389832, hereinafter THE LEASEE CORPORATION, as the
other Party, have celebrated this Leasing Contract for commercial offices that
will be ruled by the following clauses:
REAL ESTATE LEASED: OFFICE 315 and
GARAGES 406 and 426, real estate located at the Third Stage of the
World Trade Center Bogota Cien Internacional Building
– Horizontal Property, located at Calle 100 No. 8A – 55, Tower C, in the city of
Bogota.
GENERAL
CONDITIONS
FIRST: CONTRACT OBJECT: By means of
this Contract, THE LESSOR
gives to THE LEASEE
COMPANY the use and enjoyment of the real estate, their improvements and
the furniture, that are identified hereinafter with their addresses and limits,
in agreement with the inventory that the Parties sign separately, which is part
of this Contract.
OFFICE NO. THREE HUNDRED AND FIFTEEN
(315), located at Calle 100 No. 8 A – 55 TOWER C, of the Third Stage of
the WORLD TRADE CENTER BUILDING in the city of Bogota.
As well
as the private parking spaces numbers FOUR HUNDRED AND SIX (406) (single
garage) and FOUR HUNDRED
AND TWENTY SIX (426) (double garage) located in the Fourth Basement of
the same address.
SECOND: ADDRESS AND LIMITS OF THE REAL
ESTATE: The real estate is located at Calle 100 No. 8 A – 55 Tower C of
the WORLD TRADE CENTER of the city of Bogota, Office No. THREE HUNDRED AND
FIFTEEN (315) and the Garages FOUR HUNDRED AND SIX (406) and FOUR HUNDRED AND
TWENTY SIX (426) of the Third Stage of the WORLD TRADE CENTER BOGOTA BUILDING,
on whose urban numeration the First Stage is identified with the numbers from
eight A to seventeen (8 A – 17), eight A thirty seven (8 A – 37) of One Hundred
(100) Street with numbers 99 – 33/39/45/51 of Carrera Eight A (8th A); the
Second Stage with numbers eight A thirty nine / forty seven / forty nine (8A –
39/47/49) of One Hundred (100) Street, and for the Third Stage with numbers
eight A fifty one / fifty five / fifty nine / sixty one / sixty three / and
sixty five (8 A 51/55/59/61/63/65) of One Hundred (100) Street, building built
following the blueprints approved by the Secretary of Public Works of Bogota, by
means of construction licenses Nos. 038437 of September 17th 1987,
040142 of April 7th 1988,
0222909 of November 28th 1988,
0006057 of August 16th 1989
and No. 0009511 of July 31st 1990.
The WORLD TRADE CENTER BOGOTA – CIEN INTERNACIONAL Building is built on a global
plot of land, whose total area is seven thousand one hundred and thirty seven
square meters with ninety nine square centimeters (7,137.99 Sq. M) and is
located within the following boundaries: NORTH: In 126 meters with 100th Street
of the current urban nomenclature; SOUTH: In 123.58 meters with the green area
of the development; EAST: in 57.58 meters of Carrera eight A (8th A)
of Bogota; WEST: in 57.35 meters with the Seguros el Comercio Building. This
plot of land is identified with the folio of the real estate mother registration
No. 05020070581. The units that are transferred by means of this instrument
are limited and specified as follows:
OFFICE No. 315: It is located
on the third floor of Tower C of the WORLD TRADE CENTER BOGOTA – CIEN
INTERNACIONAL BUILDING, it has access by the Number 8 A – 55 of One Hundredth
(100th)
Street. Its private area is one hundred and forty two square meters with eighty
six square centimeters (142.86 Sq. M) and its total built area is one hundred
and fifty two square meters (152.00 Sq. M). It is defined by the following
boundaries: NORTH: ten meters and twenty two centimeters (10.22 m), common
window in the middle of the façade over a common area. EAST: A broken line of
twelve meters and thirty centimeters (12.30 M), one meter and thirty three
centimeters (1.33 m), and on meter and seventy seven centimeters (1.77 m), wall
and common doors in the middle with common area and Office 316. SOUTH: A broken
line of four meter and eighty five centimeters (4.85 m), twenty two centimeters
(0.22 m), three meters and five centimeters (3.05 m), seventy seven centimeters
(0.77 m), one meter and seventy five centimeters (1.75 m), fifty five
centimeters (0.55 m), seventy centimeters (0.70 m), common wall and columns with
Office 314. WEST: Thirteen meters and eighty five centimeters (13.85 m), common
window at the middle with façade over common area. ZENIT: Common plate at the
middle with fourth floor. NADIR: Common plate at the middle with second floor.
DEPENDENCIES: Reception, board room, open space with 22 seats or central work
stations, three closed offices. Height: 2.85 meters. Real estate registration
number 50N – 2007085.
GARAGE 406: It Has its
entrance by Calle 100 No. 8 A – 55; it is located in the Fourth Basement of the
WORLD TRADE CENTER BOGOTA CIEN INTERNATIONAL BUILDING - HORIZONTAL PROPERTY, its
private area is eleven square meters with seven square centimeters (11.07 Sq. M)
with exclusive destination for a garage and is defined by the following
boundaries: NORTH: Two meters and forty six centimeters (2.46 M) with a common
wall. EAST: Four meters and fifty centimeters (4.50 M) with garage 407. SOUTH:
Two meters and forty six centimeters (2.46 M) with common circulation area.
WEST: Four meters and fifty centimeters (4.50 M), common area and column to the
middle, with garage 405. ZENIT: Common plate in the middle with third basement.
NADIR: Common plate in the middle with common ground. HEIGHT: Minimum of two
meters and thirty five centimeters (2.35 M), maximum of four meters and twenty
centimeters (4.20 M). DEPENDENCIES: Space for stationing one vehicle. It is
identified with real estate registration No. 50N – 20070750.
GARAGE 426: It has entrance on
Calle 100 No. 8 A – 55; it is located in the Fourth Basement of the building
WORLD TRADE CENTER BOGOTA CIEN INTERNATIONAL BUILDING - HORIZONTAL PROPERTY; its
private area is twenty square meters with twenty five square centimeters (20.25
Sq. M) with exclusive destination for garage and is defined by the following
boundaries: NORTH: Nine meters (9.00 M) with common area and columns with garage
425. EAST: Two meters and twenty five centimeters (2.25 M) with common
circulation area. SOUTH: Nine meters (9.00 M) with garage 425. WEST: Two meters
and twenty five centimeters (2.25 M) with common wall. ZENIT: Common plate in
the middle with third basement. NADIR: Common plate in the middle with common
ground. HEIGHT: Minimum of two meters and thirty five centimeters (2.35 M),
maximum of four meters and twenty centimeters (4.20 M). DEPENDENCIES: Space for
stationing two vehicles. It is identified with real estate registration No. 50N
– 20070771.
THIRD: DESTINATION: THE LESSEE CORPORATION
engages itself to give an exclusive destination to these pieces of real
estate for the functioning of its administration offices.
FOURTH: LEASE AMOUNT: It is the
monthly amount of TEN MILLION
AND TWO HUNDRED THOUSAND COLOMBIAN PESOS LEGAL MONEY (Col$ 10,200.00)
payable monthly in advance, during the first five (5) work days of each
period.
PARAGRAPH ONE: ADJUSTMENT OF LEASE
AMOUNT. Once the first year term of this contract is accomplished, and
thus successively for each twelve (12) months, in case of express or tacit
renewal, in an automatic way and without the need for any requirements between
the parties, the monthly lease payments will be increased by a percentage equal
to the Consumers Price Index (IPC) published by DANE for the calendar year
immediately before to the validity of the contract, plus three (3) percentage
points.
FIFTH: PLACE FOR PAYMENT: Except in
the case of express agreement between the parties, THE LESSEE CORPORATION will
pay the lease amount at office 1003 B of Calle 98 No 9 – 03 in the name of MARIA ELVIRA DIAZ DE
CALDERON.
SIXTH: TERM OF CONTRACT: It will
have an initial term of TWENTY FOUR (24) MONTHS that start counting on the first
(1st) day of
January of the year two thousand and eleven (2011). Nevertheless, the lease term
will renew automatically for two consecutive periods of one year, if none of the
parties informs to the other party with an advance notice of TWO (2) MONTHS
counted from the end of the initial period or of any of its renewals, its
decision to terminate this contract. The above, without prejudice of the right
of renewal consecrated in Article 518 of the Code of Commerce.
SEVENTH: RENEWALS. Both the LEASING CORPORATION and THE LESSOR will have the
right, but not the obligation, to renew the term of this contract for periods of
twelve (12) months, beginning at the termination of the initial term, and, as
the case may be, to the termination of the renewal period immediately
precedent.
EIGHTH: SERVICES: They will be to
the charge of THE LESSEE
CORPORATION starting with the date of initiation of this contract; the
services of TELEPHONE
for the telephone lines numbers (571) 377 – 4627, (571) 621 – 1892,
and (571) 621 –
1702, and to the charge of THE LESSOR the administration
that includes energy and light.
This
document together with the receipts for payments made by THE LESSOR constitute
executive title for court collection to THE LESSEE CORPORATION for the
services that have been unpaid, provided that said amounts correspond to the
period when it has under its control the pieces of real estate.
PARAGRAPH ONE: Following the
terms of the above clause, THE
LESSOR will carry out an inventory of the pieces of real estate and will
attach it in a written way and will support it with photographs of the place
that give faith of its contents and of the current state of the premises, of the
furniture such as desks, filing cabinets, boards and divisions specially
designed for this piece of real estate and in an unique way. As well as the
other elements such as the floors, the lamps, the ceiling, the structural wiring
and security elements such as the armored access door level four, closed circuit
chamber with IP address, alarm for opening of the door, as well as smoke
detectors and water sprinklers in case of fire, the chairs for the different
work stations both at the collective work table as for the closed offices, board
rooms and reception, will be included in this inventory and their respective
photographs will be attached with the purpose of establishing the conditions in
which they are delivered and that THE LESSEE CORPORATION engages
itself to return in the same condition in which they were received.
PARAGRAPH TWO: The damages
caused to the piece of real estate by THE LESSEE CORPORATION, which
are its responsibility or that of its dependents will be repaired and their
costs covered by THE LESSEE
CORPORATION.
NINTH: PENALTY CLAUSE: Default
by any of the parties on any of the obligations derived from this Contract, will
make it the debtor of the performing party for an amount equal to five (5)
monthly lease payments in force, at the moment in which said default is present,
as penalty, if default continues for a period of thirty (30) calendar days after
having received written notification specifying in detail the default. It will
be understood in any event that payment of the penalty does not extinguish the
main obligation. This contract will be sufficient summary proof for collection
of this penalty and THE LESSEE
CORPORATION expressly forfeits any private or court requirement to
constitute itself in delay for the payment of this or of any other obligation
derived from this contract.
TENTH: ADVANCE NOTICES FOR DELIVERY: THE
LESSEE CORPORATION engages itself to give advance notice for delivery
with two (2) months advance before the end of the main term or of one of its
renewals. This advance notice must be given in writing, by means of certified
mail, sent to Calle 98 No. 9 – 03, Office 1003 B. THE LESSOR will give advance
notice, with two (2) months advance before the end of the original term or of
any of its renewals.
ELEVENTH: ASSIGNEMENT OF RIGHTS. THE LESSOR
may freely assign the rights derived from this contract and said
assignment will produce effects to THE LESSEE CORPORATION
starting on the date in which the latter receives certified communication
in which it is informed of this assignment. THE LESSEE CORPORATION will
not be able to assign this contract without the previous and written permit of
THE LESSOR, whose
agreement cannot be detained, denied, conditioned or delayed without justifiable
cause.
PARAGRAPH ONE: THE LESSEE CORPORATION
will have the right to assign this contract to any of its affiliates to
any person or entity that substantially carries out all its business in the
leased real estate after previous agreement or approval by THE LESSOR. It will be
considered that THE LESSOR
agreed to any sub-letting or assignment in the case when it does not
answer within the twenty (20) work days following receipt of the request of
THE LESSEE CORPORATION. THE
LESSOR will be free from any responsibility in the assignment authorized
to THE LESSEE
CORPORATION; this assignment does not imply liberation from the
responsibilities inherent to this contract.
PARAGRAPH TWO: No change in
the control of THE LESSEE
CORPORATION, merger or similar corporate transaction will be considered
an assignment under the terms of this Clause.
PARAGRAPH THREE: In any event,
THE LESSEE CORPORATION
may not assign this Contract or sublet the leased real estate without the
previous and written permit of THE LESSOR.
TWELFTH: CAUSES FOR TERMINATION: They
will be, in favor of THE
LESSOR, the following: a) assignment or subletting,
except in what is allowed in Clause Eleventh of this document. b) Change in the destination
of the real estate. c)
Lack of payment of the lease amount within the term foreseen in this
contract. d) Destination
of the real estate for illicit ends or contrary to good traditions, or that may
represent danger to the real estate or to the health of its inhabitants. e) Lack payment of the public
services to the charge of THE
LESSEE CORPORATION. f)
Carrying out improvements, changes or enlargements of the pieces of real
estate without written authorization of THE LESSOR and the other
causes foreseen by law.
THIRTEENTH: RECEIPT AND STATE: THE LESSEE
CORPORATION declares that it has received the pieces of real estate
object of this contract in good state, in agreement with the written and
photographic inventory that is part of it, and that it will restitute them to
THE LESSOR in the same
state at the termination of the lease, or when the lease has ceases by reasons
of any of the causes foreseen, except wear and tear originating from time and
legitimate use.
FOURTHEENTH: IMPROVEMENTS: THE LESSEE
CORPORATION will not be able to carry out in the pieces of real estate
improvements of any nature, except local repairs, without the permit of THE LESSOR.
PARAGRAPH: The adaptation
carried out by THE LESSEE
CORPORATION in the pieces of real estate, will be to its own account,
without the right to require indemnity or reimbursement of its value on the part
of THE LESSOR. If they
were made, they will belong to the owner of the pieces of real estate without
indemnity to the one who carried them out.
FIFTEENTH: ASSIGNEMENT OR CHANGE OF TENENCY:
The signatories of this contract expressly stipulate that it will not
make integral part of any establishment of commerce and therefore the sale of
the establishment of commerce that eventually may be made by THE LESSEE CORPORATION, does
not transfer any leasing right to the buyer but it constitutes cause for
termination of this Contract since THE LESSEE CORPORATION
expressly engages itself to not assign or sublet the real estate except
in the explicit case of Clause Eleventh.
SIXTEENTH: ABANDONMENT OF THE REAL ESTATE.
When signing this Contract, THE LESSEE CORPORATION
expressly gives the faculty to THE LESSOR to penetrate the
pieces of real estate and to recover their tenancy, with the only requirement of
the presence of two witnesses, trying to avoid deterioration or dismantling of
said pieces of real estate, whenever by any circumstance the said pieces are
abandoned or disabled for the term of one month and that risk exposure is such
that it threatens the physical integrity of the asset or the security of the
neighborhood.
SEVENTEENTH: DEFAULT; Default by THE LESSEE CORPORATION on any
of its legal or contractual obligations gives the faculty to THE LESSOR to carry out the
following actions, simultaneously or in the order that it may
choose:
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a)
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To
declare this contract terminated and to claim devolution of the real
estate by means of court action and/or out of
court.
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b)
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To
demand and prosecute by any means, judicially or extra-judicially to THE LESSEE CORPORATION
for the amount of the damages resulting from default as well as for
the default fine agreed to in this
Contract.
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EIGHTEENTH. EXPENSES: Expenses caused by
this Contract, including registration tax are to the cost of THE LESSEE CORPORATION. Any
other future expenses will be covered by the party that may incur in said
expenses.
NINETEENTH. NOTICES: The parties will
receive notices in the following addresses: THE LESSOR will be notified at
Calle 98 No. 9 – 03 Office 1003 B in the city of Bogota. THE LESSEE CORPORATION will be
notified at Calle 100 No 8 A – 55 Office 315 in the city of Bogota.
TWENTIETH: JOINT DEBTOR: In order to
guarantee fulfillment of all the stipulations of this contract, the company
REPRESENTACIONES GRAFICAS COMERCIALES LTDA, REGRAFCO LTDA will act as joint
debtor, acting as legal representative HERBERT BERHARD FRANZ BARDENHEUER
PIEDRAHITA, identified with citizenship card number 79.143.708 issued at
Usaquen.
To give
faith, this document is signed by the parties before witnesses in two (2)
originals on the seventh (7th) day of
the month of December of the year two thousand and ten (2010).
THE
LESSOR
MARIA
ELVIRA DIAZ DE CALDERON
THE
LESSEE CORPORATION
ENERGIA
ANDINA SANTANDER RESOURCES S.A.S.
FERNANDO
CASAS TORRES
C.C. No.
79.375.380 issued at Bogota
WITNESS
LUZ
MARINA CALDERON DE VERGAUD