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Jyotiling Agreement Final
Jyotiling Agreement Final
BY AND
BETWEEN
AND
office at Skyline Icon, 3rd Floor, Near Mittal Industrial Estate, Andheri Kurla
Road, Andheri East, Mumbai 400 059 and registered Office at Building No. 10,
Tower A, 4th Floor, DLF Cyber City, Gurugram- 122002, Haryana., through its
Constituted Attorney (hereinafter
referred to as the “LICENSEE”, which term or expression shall unless otherwise
excluded by or repugnant to the subject or context hereof be deemed to mean and
include its agents, assigns, representatives, successors, group companies, subsidiaries
and associates), of the OTHER PART;
The Licensor and Licensee are hereinafter collectively referred to as “the
Parties” and severally as “the Party”.
WHEREAS:
1. GRANT OF LICENSE:
1.1 The Licensor hereby grants to the Licensee and the Licensee hereby
accepts on License from the Licensor, the Licensed Premises for carrying
on its Business or such other activities as it may deem fit, without any
hindrance by the Licensor. The Licensor has handed over the physical vacant
peaceful possession of and granted access to the Licensed Premises to the
Licensee simultaneously on the signing of this Leave and License Agreement
and the Licensee may immediately commence and carry out all types of
construction, installations, fixations, fittings alterations, air- conditioning,
cabling, ducting, flooring, and set up and install its tower, Equipment’s etc. in
the Licensed Premises as per its sole discretion and requirements from time
to time.
2. TERM:
3. LICENSE:
3.2 The Licensee has agreed to deposit and keep with licensor a
sum of Rs. 1,91,625/- as and by way of security deposit
refundable for due observation and performance of the
conditions of leave and license agreement. The said deposit
shall not carry any interest.
The security deposit of Rs.1, 91,625/- Shall be paid before
within one day working day by licensee, failing which
agreement stays forfeited.
3.3 The Licensee shall be liable for the payment of all such taxes,
property taxes, Municipal taxes, any other statutory taxes of
any sort or in respect of and/or concerning the said Tower.
3.4 It is expressly agreed between the parties that Licensee shall be entitled
to allow other cellular telephony service providers VIL (IDEA) and
AIRTEL to share its existing infrastructure and that the license being paid
by the Licensee to the Licensor under this Agreement is inclusive of the
compensation on behalf of other service providers. However, personnel from
Licensee and the other cellular telephony service provider/s as well, will have
24 hours access to the Cell site for service and maintenance of equipment on
producing their proper identity cards.
3.5 The Licensee at its own cost and efforts shall obtain submission
copy from the NNMC within the period of 30 days from the
execution of this agreement.
3.6 It is further specifically understood and agreed, unless requested and
agreed to otherwise, that in case the Licensor claims GST in addition to
License fee agreed above, the Licensor would do so in accordance with the
provisions of GST Laws and tax accounting policies followed by the
Licensee for claiming Input Tax Credit (ITC) of such GST charged by the
Licensor. Licensor shall raise the tax invoices in accordance with GST laws
and submit the same to Licensee as per its invoices processing policies
which may prescribe prior uploading of the required invoice details over
the GST portal for tax verification purposes and thereafter, to comply
with return filing and tax payment obligations within prescribed timelines as
per the GST law. Any invoice submitted without the above compliances
would be deemed to be a deficiency in service and the same would be
referred back to Licensor for defect rectification. Further, in case any Input
Tax Credit, refund or other benefit is denied or delayed to the Licensee due to
any non-compliance or inefficiency by the Licensor, the Licensor shall
reimburse, compensate and indemnify for the loss to the Licensee
including, but not limited to, the loss of input tax credit, any incidental and
consequential interest and penalty thereon. The Licensor has agreed that
he/she/they shall provide all related documents to Licensee to claim for ITC /
refund and comply by all such requirements as may be required by GST
Laws.
4.2 The Licensor expressly grants the Licensee the permission to License /
License/ grant the Equipment’s etc. installed at the Licensed Premises,
for use of telecom operators and entities (“Associates”) and to enter into
multi-operator arrangements/ agreements with the Associates, who shall
provide or intend to provide telecom services. Further, the Associates
shall be entitled to use/install any of their equipment’s etc. in the
Licensed Premises. For the limited purposes of this Leave and License
Agreement, all such equipment’s etc. shall be deemed to be the
Equipment’s of the Licensee. The Licensor shall have no objection for
the transfer of the License hold rights of the Licensee on account of the
Licensee’s merger, amalgamation, takeover, re-structuring or any other
re- arrangement, and the terms of this Leave and License Agreement shall
continue.
4.3 The Licensor hereby grants unconditional and unrestricted permission to the
Licensee, Associates to whom the Licensee has permitted to use the
Equipment’s, its clients and to its associates etc. (“Licensee’s
Representatives”)to engage the services of vendors, contractors,
engineers, supervisors, workmen, employees, authorized personnel, sub-
contractors, security guards, caretakers and other service providers etc,
(“Third Party Contractors”) to erect, install, commission, up-grade or
change location of the Equipment’s, or such additional or alternate
equipment’s etc. that may be required from time to time at their own expense
and cost, to dig trenches, gutters, chambers and carry out all other plumbing,
civil/mechanical and electrical works, to carry out repairs, maintenance,
alterations etc. The Licensor hereby provides unhindered ingress and
egress, to the Licensee, Licensee’s Representatives and Third Party
Contractors, who shall be entitled to carry tools, tackles, heavy
machinery, raw materials, cranes, anchorage equipment, winches, pulleys,
ropes, scaffolding, brackets, clamps, welding and cutting equipment etc.
and to use the same on the Licensed Premises. The Licensor has also
permitted the Licensee and Licensee’s Representatives to display logos,
signage’s, glow signs, hoardings etc. on the Equipment’s/ Licensed Premises
at no extra cost whatsoever.
4.4 It is especially understood and agreed that the Equipment’s and other items,
fixtures etc. installed by the Licensee shall always remain, without exception,
the Licensee’s property, and upon its expiration or early termination, or
otherwise the Licensee shall remove the same from the Licensed
Premises.
4.5 The Licensee shall be entitled to connect its equipment’s with networks
of other telecom service providers by routing necessary cables,
microwaves etc. The Licensee shall also be entitled to connect the
optical/electrical/copper cables/ wires/ fiber etc. through GI/PVC pipes etc.
from outside the Licensed Premises.
4.7 In case Licensor or any third party, causes any hindrance or restriction or
objects to the entry of the Licensee or Licensee’s Representatives, or in case
of any dispute with other occupants/ residents of the Building/premises or
neighborhood, the Licensee shall intimate the Licensor about the same
and the Licensor shall immediately remove or cause to be removed all
such obstructions, hindrance, interference, failing which the Licensor
shall be liable to pay losses on actuals, if any, suffered by the Licensee or
Licensee’s Representatives. Further, in the event, any consent is required from
any neighbor or any other occupant of the Building or the Residents’
Welfare Association, then the same shall be promptly obtained by the
Licensor at its own cost.
4.8 The Licensor shall extend all co-operation and facilities to the Licensee
and to do all that is necessary to facilitate the Licensee in obtaining
all clearances/ certificates/permissions/ sanctions as may be required
from all statutory, government and municipal authorities, from time to
time. In case the Licensor is required to appear before any authority for
obtaining any permission, sanction, NOC etc., he shall appear as may be
necessary, upon intimation being given by the Licensee.
4.11 The Licensee shall not be liable in any manner whatsoever for any injury or
damage which may be caused to the Licensor, or representatives of the
Licensor or any other third party who may gain access to the Licensed
Premises and unauthorized tampers or interferes with the Equipment’s
installed by the Licensee or Licensee’s Representatives etc. The Licensor
alone shall be solely liable for any such mishappening including injury or
damage that may be caused to anyone.
4.12 The Licensor shall carry out all major structural repairs and maintenance
of the Licensed Premises during the Term of the Leave and License
Agreement. Repairs and maintenance will be required to be done within
four [4] days of the receipt of notice from the Licensee in this behalf,
failing which the Licensee shall be entitled to carry out such repairs at its
own cost and adjust the amount spent thereon against the License payable.
4.13 The Licensee shall not be liable to pay any License in the event, the
Licensed Premises, or any portion thereof becomes unusable due to Force
Majeure (defined hereinafter), or due to any action/order of any court or
tribunal and act of third party. Further, the Licensor shall ensure that no
hindrance is caused for any reason whatsoever during the construction of
the cell site and thereafter during the continuance of the License including
uninterrupted, unobstructed and unhindered access to the Licensed Premises
at all times to the Licensee/ Licensee’s Representatives etc., however, in
case of any default on part of the Licensor to adhere to any of the above
conditions, the Licensee shall not be obliged to pay any License for the such
period the said default exists. The Licensor further hereby agrees to pay a
minimum fixed sum of Rs.5,00,000/- (Rupees Five Lac Only) as
quantified liquidated damages to the Licensee in case the Licensee is
compelled to remove its Equipments from the Licensed Premises for any
reason whatsoever, attributable to the Licensor.
4.14 The Licensee shall be entitled to have all rights and entitlements conferred
upon an Infrastructure Provider Category-I (IP-1) under the Indian
Telegraph Act, 1885 or any other applicable laws, rules or regulations
framed there under. The Licensor acknowledges that the services
provided by the Licensee from the Licensed Premises are essential and
public utility services and that the Licensee shall be entitled to all the
rights conferred by law.
4.15 The Licensor shall indemnify and keep indemnified the Licensee and
Licensee’s Representatives from and against any and all claims,
demands causes of action, obligation, litigation, liability, loss, damage, cost
and expenses incurred or sustained by reason of or arising out of (i) any
breach or alleged breach by the Licensor of terms of this Leave and
License Agreement; or (ii) due to any action or negligence on the part of the
Licensor; or (iii) violation by the Licensor of any statute, law, rule, bye law,
notification or direction issued by Central, State or Local Authorities.
4.16 The Licensor shall bear all taxes past, present and future, including property
taxes, fees and other Government or statutory levies in relation to the
Licensed Premises, failing which, the Licensee shall be entitled to pay such
amount and to deduct the same from the License. The Licensor shall keep the
Licensed Premises adequately insured at its own cost.
4.17 It is amply understood that the Licensee has received the approval of two
thirds majority of the Licensor's General Body Members and that this
Agreement is binding on the next and future General Body/Managing
Committee members and the terms and conditions set forth and executed
herein will automatically become a part of the duties of the next and future
General Body/Managing Committee members.
5.3 To clear all dues including electricity dues, water dues, which are payable
by the Licensee under this Leave and License Agreement before handing
over the vacant and peaceful possession of the Licensed Premises to the
Licensor.
5.4 In the event, the Licensed Premises is attached due to non-payment of any
dues by the Licensor, then the Licensee shall be entitled to pay the License to
the concerned government authority, which shall be regarded as the
compliance under this Leave and License Agreement, and the Licensee shall
not be liable to pay the License to the Licensor.
6. REPRESENTATIONS AND
WARRANTIES: The Licensor represents
and warrants that:
6.1 There is no impediment/s whereby the Licensor is restrained from
entering into / performing its obligations under this Leave and License
Agreement. The Licensor represents that he is the legal, rightful and absolute
owner of the Licensed Premises and is fully authorised to enter into this
Leave and License Agreement and grant the Licensed Premises on License
to the Licensee.
6.2 The Licensed Premises are free from all restrictive covenants, lispendens,
acquisition and requisition proceedings, minor’s claims, mortgage, lien,
charge, or claims or encumbrances of any other nature whatsoever.
6.3 The Licensor shall provide all necessary documents and extend all necessary
co- operations, assistance as required by the Licensee from time to time
to obtain licenses/permissions from the concerned authorities to
operate the Licensee' business from the Licensed Premises. The
Licensor further represents that all necessary permissions/sanctions /
approvals from the concerned authorities have been obtained for the
Licensed Premises, and that the Licensed Premises is not prohibited from
being used as per the requirement of the Licensee, and the Licensor further
agrees to indemnify and keep indemnified the Licensee, its directors,
employees, agents etc., against all actions, claims, demands,
proceedings, expenses, damages, recoveries, judgments, costs, charges etc.
by reason of any action or proceedings, commenced or instituted in respect
of Licensed Premises, which may render the occupation of the Licensed
Premises by the Licensee for the purposes of its business as aforesaid as
unlawful and as a consequence of which the Licensee may be compelled to
vacate the Licensed Premises during the Term of the Leave and License
Agreement.
6.5 The Licensor having satisfied himself about the nature, usage, purpose,
specifications, weight and dimensions of the Equipments, to be erected/
installed at the Licensed Premises warrants to the Licensee that the
Licensed Premises/ Building is structurally strong enough to withstand the
load of the Equipments and undertakes to indemnify and keep indemnified
the Licensee, its directors, employees, agents etc. for any loss caused to
any third party resulting from any weakness/defect in the structure/
Building/Licensed Premises.
6.6 The Licensor has and shall continue to comply with all laws, bye laws,
rules, regulations, orders, notifications, directions, conditions of the
Government whether Central, State, Local or Municipal with respect to the
said Licensed Premises during the Term of this Leave and License
Agreement.
6.7 All taxes with respect to the Licensed Premises have been paid by the
Licensor, till date and the Licensor does not have any liability for any
past/accumulated taxes, or any interest or penalty in respect thereof, of any
nature that may be assessed against Licensee or become a lien against the
Licensed Premises.
6.8 In the event, the Licensee goes for excavation and/or sets up additional
equipments or increases the height of the Tower / Pole or utilizes more space
for installing the Equipments in the Licensed Premises, the Licensor shall
have no objection to the same and will not insist on increasing the License.
Further, the Licensee shall bear the entire costs in relation to such
construction.
6.9 In case where Licensee incurs any loss due to misrepresentation by the
Licensor including for any of the above representations and warranties,
the Licensor shall indemnify and will always keep indemnified the
Licensee, its directors, employees, agents etc., against all costs of shifting,
replacement and relocation etc. to any other similar premises and any other
cost, loss or damage.
6.10 The Licensee is an entity duly incorporated and validly existing in accordance
with the laws of India and has full authority to enter into this Leave
and License Agreement. The execution of this Leave and License
Agreement is not prohibited by its constituent documents or any
applicable law or agreement to which it is a party.
7. RESTRICTION ON TRANSFER:
7.2 In the event the Licensor mortgages/ transfers/ conveys all or any portion
of the Licensed Premises, or the Land/ Building thereof, to a third party
and/or the Licensed Premises and/ or any portion thereof gets
conveyed/transferred by contract, operation of law and/or by order of
any court/ authority, or any other obligation of the Licensor, to a third
party such transfer/ conveyance shall be subject to this Leave and License
Agreement and shall recognize and accept the right(s) of the Licensee and
upon the transfer/conveyance having been completed, the transferee shall
step into the shoes of the Licensor and all the rights and liabilities of the
Licensor shall automatically devolve on the transferee. The terms and
conditions of this Leave and License Agreement shall remain valid and
enforceable with such third party. Such clause shall be incorporated in
sale/conveyance agreement, etc. between such Licensor and the third
party. Further, all deposits made by the Licensee to the Licensor under
this Leave and License Agreement, shall be deemed to be the deposits
made to such transferee of the Licensed Premises. The Licensor hereby
assure the Licensee that before effecting any transfer of the Licensed
Premises or any part thereof to a third person, they shall procure from
such transferee a letter of confirmation and acknowledgement,
confirming the transferee’s acceptance of the terms and conditions of
this Leave and License Agreement and also its taking over all the rights and
obligations of the Licensor as stated in this Leave and License
Agreement. However, the Licensor shall not transfer the property for a
period of 2 (two) years, without the written consent of the Licensee.
8. FORCE MAJEURE:
8.2 Neither Party shall be liable to the other Party for failure to perform its
obligations due to occurrence of any event beyond the control of such
Party and affecting its performance including, without limitation,
governmental regulations, orders, administrative requests, rulings or orders
of Department of Telecommunications / Telecom Regulatory Authority of
India, judicial orders and Force Majeure.
9. TERMINATION:
9.1 The Licensnor Or Licensee may, at any time after giving 6 (Six) months'
notice, terminate this Leave and License Agreement without assigning
any reasons to any one or all sharing operators, notwithstanding anything
to the contrary contained herein.
9.2 In case the Licensee fails to obtain required submission copy
from NMMC within 30 days, Licensor shall be entitled to
terminate the said Agreement and cut off the electricity and
such services thereof.
9.3 In the event, the Licensee fails to pay to the Licensor, breach of any terms
and condition of this agreement. The Licensor shall be entitled to, terminate
this Leave and License Agreement, after providing a notice of 30 (thirty)
days to the Licensee and be entitled to stop electricity supply.
9.4 The Licensee shall handover the physical possession of the Licensed Premises
to the Licensor on the expiry or earlier termination of this Leave and
License Agreement as contemplated in this Leave and License
Agreement, subject to normal wear and tear.
If made to Licensee:
Head - Legal
INDUS TOWERS LIMITED
(formerly known as Bharti Infratel Limited)
Skyline Icon, 3rd Floor,
Near Mittal Industrial Estate,
AndheriKurla Road,
Andheri East, Mumbai 400 059
JYOTIRLING CO-OPERATIVE
HOUSING SOCIETY LIMITED.
Plot No. 43, Sector No. 14,
Koperkhairne,
Navi Mumbai – 400 709
i) The stamp duty, registration & incidental charges in respect of this Leave
and License Agreement and all other documents that may be executed
pursuant to this Leave and License Agreement shall be borne by the Licensor
and Licensee in equal ratio. The Licensor hereby authorises the Licensee
to adjust the above stated Licensor’s share in respect of stamp duty,
registration charges and incidental charges from the License payable to
the Licensor. The Licensor also undertakes that if the Leave and License
Agreement is terminated for any reason what so ever, prior to above
mentioned adjustment of the dues then such unadjusted amount will be paid
by the Licensor before taking back the physical possession of the Licensed
Premises
ALL THAT THE PLOT OF LAND admeasuring , situated at Plot No. 43,
Sector No. 14, Koperkhairne, Navi Mumbai – 400 709 and butted and bounded as
follows:
By the NORTH :
By the EAST :
By the SOUTH :
By the WEST :
JYOTIRLING CO-OPERATIVE
HOUSING SOCIETY LIMITED ]
Photo
Through its Authorized Signatory ]
Mr. ]
Chairman
Photo
Mr. ]
Secretary
Mr. ]
Treasurer Photo
1. ]
2. ]
Mr. ]
1. ]
2. ]
known as Bharti Infratel Limited) having its office at Skyline Icon, 3rd Floor,
Near Mittal Industrial Estate, Andheri Kurla Road, Andheri East, Mumbai 400 059.,
for the Licensed Premises herein.
LICENSOR
Place:
Date:
NO OBJECTION CERTIFICATE
Limited) having its Circle Office Skyline Icon, 3rd Floor, Near Mittal Industrial
Estate, Andheri Kurla Road, Andheri East, Mumbai 400 059., for the installation of
telecom equipment/cell site/ tower on the Licensed Premises herein.
LICENSOR
Place:
Date:
TO WHOMSOEVER IT MAY CONCERN
LICENSOR
Place:
Date: