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CARREFOUR AGREEMENT TO LEASE - SHARAKA VERSION-Ar PG 9 - PG 16 Mahmoud Ismail
CARREFOUR AGREEMENT TO LEASE - SHARAKA VERSION-Ar PG 9 - PG 16 Mahmoud Ismail
1.1. Words importing the singular number include the plural, words importing a
particular gender include all genders, and words importing persons include
natural person, judicial entity company, or other association of persons.
1.2. Any covenant or agreement on the part of two (2) or more persons shall bind
each of them jointly and severally.
1.3. Heading of clauses have been inserted for convenience only and shall not
control the meaning or affect the construction or the interpretation thereof.
1.6. References to notices to be given by one (1) Party to the other shall mean prior
written notice and unless otherwise prescribed, be given in reasonable time.
1.7. Reference to any Annexure hereto includes reference to the whole of the
Annexure under reference including its several parts and to any subsequent
attachments and/or additions thereto agreed to between the Parties.
1.8. This Agreement and all dates and years herein shall be reckoned in accordance
with the Gregorian calendar.
1.10. The respective rights of the Lessor and the Lessee under this Agreement are
not mutually exclusive and may in the absolute discretion of the Party entitled
to exercise them, be exercised in the alternative or in addition and without
prejudice to all and any other rights, remedies, and relieves available
hereunder or under the Applicable Law.
1.11. Any claim for Actual Losses or claims for setting off, as permitted herein,
shall be supported by substantiating documentation; whereas a claim for
liquidated damages need not be so supported.
2. INCORPORATION. The Preamble and the Attachments are hereby incorporated into this
Agreement and shall form an integral part hereof. Any reference to this Agreement
shall include reference to the Preamble and the Attachments.
3. AGREEMENT TO LEASE.
4.1. Subject to the terms and conditions of this Agreement and the Lease, the
Lessor hereby agrees to lease to the Lessee and the Lessee agrees to lease from
the Lessor in accordance with the terms and subject to the conditions set forth
in the Lease, the Demised Premises to be constructed by the Lessor on the
Land. The Lessee shall also be permitted the use of the Licensed Areas on a
non-exclusive basis in accordance with the provisions of the Lease, jointly
with others on drawing no. [_____] in Annexure 2A.
4.2. The Lessee agrees to pay a deposit equal to ten percent (10%) of the Basic
Rent (as estimated by the Lessor) as security on or before the date of this
Agreement. This deposit will be deducted from Basic Rent payment due from
the Lessee in the first Lease Year. The Lessor will provide the Lessee with a
bank guarantee equal to such deposit until the Centre Opening Date.
4. RELATIONSHIP OF THE PARTIES. The relationship between the Lessor and the Lessee
under this Agreement shall not be considered as that of principal and agent, or
partners or joint venturers.
6. TERM HEREOF AND DURATION OF COVENANTS . The term of this Agreement shall be
from the date of signatures hereof until the Commencement Date established in
accordance with Clause 16.2. However, each of the covenants, conditions and
agreements in this Agreement will, notwithstanding the execution of the Lease,
survive and remain binding on the Parties until performance in full of that covenant,
condition or agreement.
7.4. Handover Date. Shall be as specified in clause 8.7. Any early Handover Date,
before or after the one specified in clause 8.7, shall be subject to a prior
written notice of 6 months from the Lessor to the Lessee and always subject to
the related handover provisions under this Agreement. [For the avoidance of
any doubts, the Lessor may exercise such right to reschedule the Handover
Date for a maximum of two times only yet the aforesaid notice period of 6
months should be always respected by the Lessor.
7.5. Lessor to obtain the Occupancy Certificate for the Building. The Lessor
shall obtain the Occupancy Certificate for the Building but shall not be
responsible for any delay if such delay is solely and directly attributable to the
Lessee’s default.
7.6. Fitout Design Fees. The Lessee agrees to pay Fitout Design Fees of Forty
Thousand Qatari Riyals (QAR 40,000.00) to the Lessee on the date of this
Agreement.
8.7.2 The Lessor shall use cause the construction of the Building and the Lessor’s Work to be
commenced and proceeded with in accordance with the Design Documentation and
Construction Timetable. The Lessor undertakes, in accordance with all its obligations
hereunder and in compliance with the Applicable Law to achieve the following milestones on
no later than the dates respectively appearing against each milestone unless changed pursuant
to Clause 8.4:
MILESTONE TIMESCALES
If the Lessor fails to achieve any of the above milestones set out in Clause 8.7, the
Lessor will pay a penalty to the Lessee calculated at a rate of Fifty Thousand Qatari
Riyals (QAR 50,000.00) per day for each day of delay following the relevant
milestone and after expiry of a grace period of sixty (60) days after such milestone,
such payment to be capped at the Maximum Damages Cap (which shall be a cap that
applied in aggregate to all damages payable by the Lessor to the Lessee under this
Agreement and the Lease).
7.9. Damage to the Building. If, prior to the Commencement Date, the whole or
any part of the Building or the Demised Premises is destroyed or damaged so as
to render the Demised Premises substantially partially or fully unfit for use or
occupation for the purpose it was to be leased, then, the mutual obligations of
the Parties hereunder shall be and remain suspended until the Building and the
Demised Premises are rebuilt, reinstated, or made fit for the occupation and use
of the Lessee upon the terms and subject to the conditions of this Agreement,
provided that the Lessor shall be under no obligation to restore and reinstate the
Building and the Demised Premises if it considers it commercially non-viable or
impracticable, in which case the Lessor shall notify the Lessee of the same and
the Lease shall stand terminated forthwith. If the Lessor does not within six (6)
months of such damage or destruction communicate to the Lessee its decision to
reconstruct and restore the Building and the Demised Premises, along with a
time table for commencement of the said works, then the Lessee shall have the
right to terminate this Agreement after one (1) months’ notice to the Lessor.
However, no Actual Losses or Liquidated Damages shall be payable to the
Lessee on such termination if the damage or destruction is not attributable to the
Lessor’s Default.
8. HANDOVER
8.1. Conditions for Handover. The Lessor shall arrange the Handover of the
Demised Premises and the Licensed Areas which are provided for use on a
non- exclusive basis by the Lessee on the Handover Date to the Lessee for the
Fitting Out the Works only after the Lessor’s Works in relation to the Demised
Premises and the Licensed Areas have been completed in accordance with the
Building Plans and Annexure 4, and after the Lessor has met the Minimum Fit
Out Commencement Requirements. Any reference to the Demised Premises in
relation to the Handover shall include reference to the Licensed Areas also.
8.2. Notice of Handover. When the Lessor reasonably believes that the Handover
of the Demised Premises will be available to the Lessee it must give to the
Lessee a notice (the “Notice of Handover”) which nominates the date, being
not less than two (2) weeks after the date of giving the Notice of Handover, on
which the Inspection referred to in Clause 9.4 is to be held and also the date on
which it believes the Handover of the Demised Premises will be available to
the Lessee.
8.5. Handover Certificate. The Lessee, must immediately after the Inspection:
8.5.1. If the Lessor’s Works are completed in accordance with the Building
Permit, the Building Plans, the Specifications and Obligations set forth
in Annexure 4 save for minor works or snagging works that do not
prevent the Lessee from commencing its fit out works, and the Lessor
has also provided among other things, the facilities and/or amenities
required to execute the Lessee’s Works including those detailed in
Annexure 4 to such extent as will enable the Lessee to commence the
Lessee’s Works, carry them out without undue interruption by the
Lessor and complete them within the Lessee’s Fit-Out Period, issue the
Handover Certificate confirming that the Lessor’s Works have been so
completed and the Lessee hereby agrees to accept the Handover
Certificate, or
8.5.2. If the Lessor’s Works have not been completed so as to qualify for
such certification, issue a list of major defects in the Lessor’s Works
which is required to be rectified or a list of omitted works which are
required to be carried out before the Lessee is able to commence its fit
out works, and before the Handover Certificate can be issued (the “List
of Major Further Works”).
8.6. Major Further Work required for issuance of the Handover Certificate.
Upon the issuance of the List of Major Further Works, the Lessor must rectify
the defects or carry out the omitted works as soon as possible, and must then
request the Lessee to further inspect the Demised Premises (the “Re-
inspection”). Such Re-inspection shall be accomplished in the same manner
and be subject to the same provisions as the Inspection referred to in Clause
9.4, except that no less than seven (7) days’ notice of the Re-inspection shall
be given by the Lessor to the Lessee, unless otherwise agreed.
8.9.4. The Lessor’s Works will not be considered to have been completed
in accordance with the plans, drawings, and specifications relating to
them unless or until the Handover Certificate is issued by the Lessee
to that effect, following an inspection of the Demised Premises of
which not less than seven (7) days’ notice has been given to the
Lessee by the Lessor, at which inspection representatives of the
Lessor and the Lessee shall attend, or unless and until a Handover
Certificate is deemed to have been so issued pursuant to Clause
9.9.1.
9. LESSEE’S UNDERTAKING TO OPEN FOR BUSINESS . Provided the Lessor meets its
obligations hereunder the Lessee undertakes to achieve the Hypermarket Opening
Date one hundred eighty (180) days after the Handover Date.
10. LIQUIDATED DAMAGES FOR FAILURE TO OPEN FOR BUSINESS. If the Hypermarket
Opening Date is not achieved subject to a grace period of 60 days, then the Lessee
shall pay the Lessor liquidated damages calculated at the rate of Fifty Thousand
Qatari Riyals (QAR 50,000.00) for each day of delay. It is agreed that the maximum
level of damages payable shall be capped at the Maximum Damages Cap.
11. INSURANCE.
The Lessee shall provide the Lessor with copy of its’ insurance certificates and attach
the same to the Lease Agreement. The Lessee should maintain such insurances on no
less comprehensive terms for the whole Lease Period.
12. LESSEE’S INDEMNITY. The Lessee hereby indemnifies and covenants to keep the Lessor
indemnified against the Actual Losses attributable to the Lessee’s default.
13. LIQUIDATION. This Agreement may be terminated with immediate effect by either Party
giving notice of termination to the other Party if such other Party is unable to pay its
debts or commits an act of insolvency under the Applicable Law, or a liquidator,
receiver, administrator or trustee, or similar officer is appointed over any of its assets,
or goes into liquidation or is declared bankrupt or insolvent, or makes an assignment
for the benefit of or enters into an arrangement or composition with its creditors, or
ceases to carry on its business or substantially the whole of its business. For the
avoidance of doubt, it is clarified that the winding up of a Party for the purpose of
solvent amalgamation, merger, or reconstruction shall be deemed to be an assignment
and will be subject to the provisions of Clause 17.
14.3.1. the Lessee shall have the right to remove from the Centre and the
Demised Premises all movable chattels fixtures and fittings which it
owns, and must compensate the Lessor for any damage or loss to the
Lessor or to the Centre or to the Demised Premises caused by such
removal.