Reliance
Reliance
BETWEEN
_____________________
AND
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THIS AGREEMENT OF LEASE (this “Agreement”) is made at Mysore on this
the [insert] day of [insert month and year]
BY AND BETWEEN
M/s B.M. HABITAT, a firm formed and registered under The Indian
Partnership Act of 1932,having its Registered office @ 22/B, Vinoba Road,
Jayalakshmipuram, Mysore-570012, represented by its Managing Partner,
Dr. C. B. Murthy (hereinafter called the “Lessor” which expression shall unless
repugnant to the context or meaning thereof, include its executors,
administrators, legal representatives, successors and assigns) of the ONE PART.
AND
WHEREAS:
A. The Lessor has represented to the Lessee that the Lessor is sole and
absolute owner of the Premises.
C. The Lessee has requested the Lessor to lease the Premises and the Lessor
having agreed to grant such lease, has offered the same to the Lessee.
D. Relying on the representations and warranties of the Lessor set out in this
Agreement, the Lessee has agreed to take the Premises on lease on the
terms and conditions as set out in this Agreement.
E. The Parties desire to enter into this Agreement to confirm and record grant
of the lease and the terms and conditions under which the Lessee shall
take the Premises on lease from the Lessor and other understandings in
connection therewith.
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RIGHTS AND AGREE TO COMPLY WITH THE OBLIGATIONS AS SET FORTH
HEREUNDER :
1. DEFINITIONS
Unless otherwise set out in this Agreement, the terms below have the following
meaning:
“Premises” means all that piece and parcel of immovable property being
premises having a Caret area of [ 8,311] square feet, situated on the First Floor
of the Commercial Complex at Jayalakshmipuram, Mysore, more fully described in
Schedule B of this Agreement.
“Rent Free Period” means a 120 days from the handing over of premises for fit
out complete in all respects or commencement of the business whichever is
earlier.
2. GRANT OF LEASE
3. RENEWAL
Upon the expiry of the Term of this Agreement, the Agreement may be
renewed by consent of all parties and subject to the execution of a new
agreement setting out the mutually agreed terms of such a renewal.
4. POSSESSION
4.1 The Lessor shall hand over physical vacant possession of the Premises on
the __th _________ 2011 (“Handover Date”).
4.2 The Lessee will be entitled to a Rent Free Period, commencing on the latter
of:
(a) the date on which the Premises are in such a state that the Lessee can
commence work on the Non-structural Alterations set out in clause 7.6, as
determined by the Lessee; or
(b) the date on which any rectification work or civil works required to be
carried out by the Lessor is completed.
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4.3 Further if the Handover Date is delayed by more than 15 days, then every
day of delay beyond those 15 days shall entitle the Lessee to a one day
extension of the Rent Free Period. Accordingly the Rent shall commence
from such extended date of completion of Rent Free Period.
5. RENT
5.1 The monthly rent, including amenities charges payable in respect of the
Premises by the Lessee to the Lessor during the subsistence of this
Agreement shall be Rs. [insert] /- (Rupees [insert] only) per month,
subject to tax deduction at source as per the provisions of the Income Tax
Act, 1961 (“Rent”). The Rent Shall be payable in the following manner as
set out below:
(a) “Provisional Rent” shall mean a sum of Rs. 45.00 (Rupees Forty
Five Only) per square foot of Total Leasable Area of the Leased
Premises amounting to Rs.3,73,995/-
(Rupees Three lakhs seventy three thousand nine hundred and
ninety five Only) per month inclusive of CAM charges as reset in the
manner
hereinafter provided.
(b) “RevShare” shall mean a 11 % ( Eleven Percent) share of the
Proposed Lessee’s Business Revenue (“LBR”) as defined hereunder.
(c) “Escalation of Rent” shall not be applicable as it is pure revenue
share.
(d) ”CAM charges” are included in the Revenue share rent. However,
the cam charges shall be payable @ 7/- on Carpet from the date of
business commencement date till the revenue share rent
commencement date.
5.2 The Lessee shall be liable to pay Provisional Rent upon expiry of the Rent Free
Period set out in clause 4.3 above.
5.3 The Lessee shall be liable to pay the provisional CAM of Rs. 7/- per sq ft on
carpet to the developer after the rent commencement date and the same
shall be adjusted while settlement of the Revenue share rent.
5.4 The Lessee shall pay the Provisional Rent to the Lessor by cheque on or before
the 5th day of each month following the month for which it is due, unless
otherwise agreed to between by the Lessor and Lessee.
5.5 For the purpose of calculation of revenue share of 11% of net sales, the
Lessee shall submit a statement of sales as certified by the Lessee at the
end of every quarter, based upon which revenue share will be arrived at
and if such revenue share exceeds the provisional rent paid/payable for
the relevant quarter the difference shall be paid over by Lessee to Lessor
within 15 days of the end of such quarter.
5.6 In the event the Provisional Rent or difference of revenue share over and
above the provisional rent, is not paid in accordance with clause 5.2
above, the Lessee shall pay interest at the rate of 18% (Eighteen percent)
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per annum on the amount due, calculated on a pro rata basis from the
date when the payment fell due till the date of actual payment.
6. SECURITY DEPOSIT
6.1 In consideration of the Lessor granting to the Lessee, a lease of the Premises
in terms of this Agreement, the Lessee shall pay a sum of Rs.22,43,970__/-
(Rupees Twenty two lakhs forty three thousand nine hundred and seventy only)
being 6 months Provisional Rent for the Premises, by way of interest free
refundable security deposit (“Security Deposit”), in the following manner:
e.
6.2 The Lessee agrees that it is not entitled to payment of any interest which may
accrue on the Security Deposit.
6.3 Upon the expiry of this Agreement or its earlier termination thereof, (as the
case may be), the entire Security Deposit shall be refunded by the Lessor
to the Lessee, without any interest. Such refund of Security Deposit shall
be simultaneous with the delivery of possession of the Premises by the
Lessee to the Lessor, in the manner required under this Agreement. The
Lessor shall not be entitled to deduct from the Security Deposit, any
amount except rental arrears, electricity charges, Air conditioning charges,
CAM charges due and payable by the Lessee, if any, and which remains
unpaid as on the date of delivery of possession of the Premises by the
Lessee to the Lessor.
6.4 In the event the Lessor fails to refund the entire Security Deposit in
accordance with clause 6.3, the Lessee shall be entitled to retain
possession and use of the Premises pending refund of the Security
Deposit, subject to deductions, if any, as aforesaid without being liable for
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payment of Rent or any other sum to the Lessor, and the Lessor shall pay
to the Lessee interest at the rate of 18% (Eighteen percent) per annum on
the said Security Deposit from the date when the same becomes payable
till the date of actual payment. The Lessee shall not be required to pay any
Rent for such period, until the Security Deposit is refunded to the Lessee,
simultaneous with the delivery of possession of the Premises by the Lessee
to the Lessor.
7.1 Purpose
The Lessee shall use the Premises only for the Purpose. The Lessee shall have the
right to play music in the Premises and hold events to promote its business. The
Lessor represent and warrants that no exclusive use or other agreement entered
into or granted by the Lessor restricts the use of the Premises by the Lessee.
7.3 Signage
The Lessee shall be entitled to display their signboards in the Premises at the
place and in the manner as may be determined by the Lessee at its sole
discretion. The Lessor shall render assistance to the Lessee in securing all
requisite approval, permissions or sanctions for such signage (if such approvals,
permissions or sanctions, are required to display the above signage). The Lessee
shall have the right to remove the signage on termination of this Agreement.
The Lessee shall have the right to apply for, obtain and install as many telephone,
fax, internet, cable lines, antenna, dish and other instruments and devices in the
Premises, as they may deem necessary for their business requirements in their
own name and at their own cost. The Lessee shall pay the charges pertaining to
such lines installed, directly to the appropriate authorities. The Lessee shall have
a right to remove the telephone, fax, Internet, cable lines, antenna, dish and
other instruments and devices so obtained by it on termination of this Agreement.
The Lessee shall attend to all day to day minor routine repairs such as fuses,
leakage of taps, replacement of consumable parts etc. to the Premises at its
own cost, as are required to keep the Premises in good and tenantable
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condition, but all major maintenance activities as mentioned to be within the
scope of Lessor’s covenants herein below shall be carried out by the Lessor
within a reasonable period of time.
7.6.1 The Lessor understands that the Lessee, for the purpose of making the
Premises suitable for the Purpose, will need to carry out certain
architectural alterations and thus grants approval to the Lessee to effect
such architectural alterations and additions to the Premises
(“Architectural Alterations”). But such alterations should not be in the
nature of structural alterations. The cost and expenses incurred in respect
of the Architectural Alterations and additions shall be borne by the Lessee.
The Lessor shall render all requisite assistance to the Lessee to secure any
permissions or sanctions that may be required to complete the
Architectural Alterations under any applicable law that may be in force
from time to time.
The Lessee shall, during the Term, bear and pay directly to the concerned
authorities, the charges for electricity and water consumed by the Lessee
at the Premises as per the separate meters installed in respect thereof,
and the sewerage charges relating to the Premises as charged by the
CMWSSB.
7.8.1 Upon expiry or earlier termination of this Agreement, the Lessee shall be
entitled at its discretion to remove all improvements and property brought in by it
on to the Premises, including the Non-structural Alterations, without causing any
major damage to the Property.
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7.9 Inspection of the Premises
The Lessee shall, after receiving at least 24 (Twenty Four) hours prior
notice in writing from the Lessor, permit the Lessor’s authorised
representative to enter upon the Premises at reasonable times and during
normal business hours, for inspecting the state and condition of the
Premises. The Lessor shall ensure that such inspection does not unduly
interfere with the Lessee’s running of its business.
The Lessee shall observe the following covenants and be bound by the
following restrictions:
(a) The Lessee shall keep the Premises clean and usable and shall
maintain at their cost the Premises in a state of good repair,
normal wear and tear excepted;
(b) The Lessee shall not carry out any unlawful, illegal or dangerous
activity in the Premises;
(c) The Lessee shall not store in the Premises goods or merchandise of a
hazardous, combustible or dangerous nature; and
The Lessor covenants that the Lessor has a valid title to the Premises, and
that the Lessor has good right, full power and absolute authority to grant
to the Lessee the Premises in the manner herein appearing. The Lessor
hereby agrees to indemnify and keep fully indemnified the Lessee against
any claims, losses or damages that the Lessee may suffer arising out of
any claims against the Lessor’s title or for any other reason to the
Premises or any interruption / obstruction in the peaceful enjoyment of the
Premises by the Lessor or any person claiming through or under the Lessor
or by any third party.
The Lessee, on paying the Rent in the manner herein provided and on
observing and performing the covenants, conditions and stipulations
herein contained, shall have unimpeded use, complete and peaceful
enjoyment and occupation of the Premises during the Term at all hours
without any let, obstruction, eviction, interruption and/or disturbance,
claim and demand whatsoever by the Lessor or any person or persons
lawfully or equitably claiming by, from, under or in trust for the Lessor.
The Lessor hereby agrees to indemnify and hold harmless the Lessee
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against any claims, losses or damages that the Lessee may suffer on
account of disturbance or interruption for unimpeded use, complete and
peaceful enjoyment and occupation of the Premises attributable to breach
of any of the obligations of the Lessor.
8.3 Electricity
The Lessor shall provide and maintain during the Term an operational
electric power load of [_] KVA at the Premises for the exclusive use of the
Lessee.
The Lessor shall bear and pay all municipal taxes, property taxes and
other taxes, levies, cesses, outgoings and charges payable in respect of
the Premises, and any increase / enhancement thereto, directly to the
concerned authorities. Lessee shall only be liable for payment of service
tax on the Rent and maintenance charges payable under this Agreement
for which an invoice shall be raised by the Lessor.
8.5 Repairs
The Lessor shall, at their expense, carry out all major repairs and maintain
in good condition, the roof and walls of the Premises, and be responsible
for repairs relating to leakage of roof, damage to the walls, bursting of
water pipes or defective sewerage system in the Premises. The Lessor
shall give 48 (forty eight) hours notice to the Lessee intimating the Lessee
of the proposed repairs to be undertaken, and shall have the repairs
carried out so as to cause minimum obstruction or disruption, if any, to the
Lessee’s peaceful occupation and use of the Premises. If the Repairs cause
undue interference with the Lessee’s day to day running of its business,
the Lessee shall be entitled to pay no Rent for the period the repairs cause
such disruption.
8.6 Insurance
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(b) the Lessor has not entered into any agreement or arrangement for
lease or sale in respect of the Premises with any third party;
(d) the Premises is capable of being used for the Purpose and all
necessary approval(s) have been obtained by the Lessor from all regulatory /
governmental authorities, and that they have obtained and shall at all times keep
in force, all requisite approvals relating to the Premises and all portions thereof,
for the intended use by the Lessee, so as to ensure that the Lessee can enjoy
peaceful possession of the Premises without any let or hindrance from any
authority or any other government or statutory bodies; and
(e) the Lessee, on paying the Rent and abiding by the terms and
conditions of this Agreement, shall peacefully hold and enjoy the Premises during
the Term of this Agreement and any extended period thereof, without any
interruption whatsoever, by or from the Lessor or any person/s claiming under,
through or in trust for the Lessor.
9. TERMINATION OF AGREEMENT
9.1.1 The Lessee shall be entitled to terminate this Agreement upon one months
notice in writing, if the Lessor defaults in the performance of any of its
obligations under this Agreement and such default is not cured within 30
(Thirty) days after the receipt of a notice of default issued by the Lessee.
9.1.2 The Lessor shall be entitled to terminate this Agreement if (a) the Lessee
defaults in payment of rent for a period of three (2) consecutive months
and the arrears so due are not paid with one (1) month of receipt of notice
in respect thereof alongwith interest @18% p.a.; or (b) the Lessee
commits a material breach of the terms and conditions hereof which is not
cured within 30 (Thirty) days of receipt of notice in that regard. A ‘material
breach’ for the purposes of this clauses shall be such a breach which
endangers the safety and stability of the Premises or is against the rules
and regulations/code of ethics as framed by Lessor/Mall Manager.
9.1.3 If the whole or any portion of the Premises shall, at any time, be
destroyed or damaged by a Force Majeure Event (as defined in clause 11
below), so as to be rendered inaccessible or uninhabitable, the Lessee
shall have the right to terminate this Agreement with immediate effect,
without any cost or liability on account thereof.
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(b) there is a defect in the Lessor’s title to the Premises; or
9.2.1 The Lessee shall not be entitled to terminate this Agreement before expiry
of a period of [12] months from the Commencement Date, except for reasons
stated in clause 9.1 above (‘Lock-in Period’). In the event, Lessee terminates
this Agreement without cause, prior to completion of the Lock-in Period, in such
an event, Lessee shall be responsible for payment of Rent for the balance of the
unexpired period of the Lock in Period.
9.2.2 After expiry of the Lock-in Period, The Lessee shall be entitled, at any time
during the Term of this Agreement, or any renewed term thereof to terminate this
Agreement upon [three] months prior notice to the Lessor or by paying [insert]
months’ Rent in lieu thereof without assigning any reason.
9.2.3 The Lessor shall not be entitled to terminate this Agreement during the
Term or any renewed term thereof except for reasons stated in clause 9.1.
9.4.1 Upon any termination of this Agreement for any reason, the Lessor shall
refund to the Lessee all unadjusted money refundable by the Lessor to the
Lessee in accordance with the terms of this Agreement, and
simultaneously, the Lessee shall hand over possession of the Premises in
accordance with clause 7.8. Thereupon, the Lessor and Lessee shall be
released from all obligations and liabilities to the other occurring or arising
after the date of such termination, provided that no such termination will
relieve either Party from any liability arising under this Agreement
occurring prior to termination. Any provision of this Agreement, which is
expressly or by implication to continue in force after termination, shall
continue in full force and effect.
10.2 A Dispute will be deemed to arise when one Party serves on the other
Party a notice stating the nature of the Dispute (a “Notice of Dispute”).
10.3 The Parties hereto agree that they will use all reasonable efforts to resolve
between themselves any Disputes through negotiations.
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(a) All proceedings shall be conducted in English and a daily transcript in
English shall be prepared;
(b) There shall be three (3) arbitrators, one to be selected by Lessor, one
to be selected by Lessee and the third to be selected by the two arbitrators
appointed by Lessor and Lessee, who shall serve as Chairman of the Arbitration
Panel;
(d) The decision of the arbitrators shall be final and binding on the Parties.
12. INDEMNITY
Lessor and Lessee shall defend, indemnify, and hold harmless the other
from and against any claim, liability, demand, loss, damage, judgment or
other obligation or right of action, which may arise as a result of breach of
this Agreement by such Party. In addition, the Lessor shall defend,
indemnify, and hold harmless the Lessee from and against any claim,
liability, demand, loss, damage, judgment or other obligation or right of
action, which may arise due to non-compliance with any statutory
requirements, defect in title, absence of any requisite sanctions, permits,
permissions and approvals relating to the Premises and all portions
thereof, for the intended use by the Lessee, so as to ensure that the
Lessee can enjoy peaceful possession of the Premises without any let or
hindrance from any authority/ies or any other government or statutory
bodies or misrepresentations of and by the Lessor.
13. NOTICES
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shall be sufficient evidence that the notice or other information has been duly
given); or
13.2 Any notice or information given by post / courier in the manner provided
by clause 13.1(b) which is not returned to the sender as undelivered shall
be deemed to have been given on the third day after the envelope
containing it was so posted. Proof that the envelope containing any such
notice or information was properly addressed, pre-paid, and
couriered/posted, and that it has not been returned to the sender, shall be
sufficient evidence that the notice or information has been duly given.
13.3 The address and other details of the Parties for the purpose of
communication, unless otherwise notified in writing to the other Party shall
be the address referred to first above.
14. ASSIGNMENT
15. MISCELLANEOUS
15.1 This Agreement has been executed in two sets, the original being retained
by the Lessee, the duplicate by the Lessor. 15.2 The stamp duty and
registration charges payable in respect of this Agreement shall be shared
by bot the Lessor and Lessee in the equal proportion of 50:50.
15.4 If any provision of this Agreement shall for any reason be held to be
invalid, illegal, or unenforceable in any respect, such invalidity, illegality,
or unenforceability shall not affect any other provision hereof, and this
Agreement shall be construed as if such invalid, illegal or unenforceable
provision had never been contained herein. Any invalid or unenforceable
provision of this Agreement shall be replaced with a provision that is valid
and enforceable and most nearly gives effect to the original intent of the
invalid / unenforceable provision.
15.5 This Agreement constitutes the entire agreement and understanding of the
Parties in respect of this Agreement and supersedes any and all prior
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negotiations, correspondence, agreements, understandings duties or
obligations between the Parties in respect hereof.
SCHEDULE A PROPERTY
All that piece and parcel of property bearing No. 22/B, consisting within it
property Nos.2270/2-B, D22/1-B, 2270/E, D 22/E, 2270/2-A-1, D22/2C-1,
2270/2, D22/1-A and 2270/2A-D22/A totally measuring 6246.18 Square
metres or 67209sft. situated at Gokulam Road, Jayalaxmipuram,
Devarajamohalla, 3/4 Mysore, alongwith a Commercial complex constructed
thereon and bounded as follows:
SCHEDULE B PROPERTY
All that piece and parcel of property forming a portion of Schedule A Property,
bearing Shop bearing No. _, situated on the First floor of Urban Oasis Mall,
admeasuring Carpet area of 8,311 sq ft.) being part of ‘A’ Schedule property,
along with the right to enjoy common facilities and amenities in Urban Oasis.
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IN WITNESS WHEREOF THE LESSOR, LESSEE AND FRANCHISOR HAVE
AFFIXED THEIR SIGNATURES TO THIS AGREEMENT ON THE DAY, MONTH
AND YEAR FIRST ABOVE MENTIONED IN THE PRESENCE OF THE
FOLLOWING WITNESSES:
________________________ _________________________
B.M.HABITAT___________ _ __
Signature: RELIANCE
Signature: _______ Signature: _______ LEISURES LIMITED
Name:
Designation: ______
________
Witnesses:
1. 2.
______________________ _________________________
_____ __
Signature: Signature:
______________________ _________________________
_____ __
Name: Name:
______________________ _________________________
_____ __
Address: Address:
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