Exhibit 10.22
AGREEMENT TO LEASE
This Agreement to Lease together with its annexure (hereafter referred to as the
`AGREEMENT') is made this 19th day of July, 2003.
BETWEEN
(1) MR. TAFSIR AHMAD son of (Late) Shri Tafir Ahmad (2) XX. XXXXXXX XXXXX son of
Shri Tafsir Ahmad, (3) XX. XXXXX XXXXX son of Shri Tafsir Ahmad, (4) MR. XXXXXX
XXXXX son of Shri Tafsir Ahmad and (5) XX. XXXXXX XXXXX son of Shri Tafsir Ahmad
all care of Unit No. A-40 located in Xxxxxx 0, Xxxxx-000000, Xxxxx Xxxxxxx
(hereinafter collectively referred to as the `Lessor' which expression shall,
unless it be repugnant to the context or meaning thereof, be deemed to include
its administrators, executors and successors) of the FIRST PART
AND
M/S AGILIS INFORMATION TECHNOLOGIES INTERNATIONAL PRIVATE LIMITED, a Company
registered under the Indian Companies Act, 1956, having its registered office at
X-00 Xxxxxxx Xxxxxx, Xxx Xxxxx-000000 (hereinafter referred to as `LESSEE',
which expression shall mean and include, unless it be repugnant to the context
or meaning thereof, its administrators, executors, and successors, through its
Managing Director CAPT SHIVIND BAKSHI son of (Late) Shri Xxxxxx Xxxxx Xxxxxx
duly authorized vide Resolution of the Board dated herewith, of the SECOND PART.
The Lessor and the Lessee are hereinafter collectively referred to as the
`PARTIES'
AND WHEREAS the Lessor had purchased the said premises from M/s Unitech Limited
who had in turn in collaboration with M/s Singapore Consortium through M/s
Aditya Properties Pvt. Ltd. has developed on a plot of land admeasuring 4.995
acres in Xxxxx Xxxx-X, Xxxxxxx, Xxxxxxx-000000 a Commercial Complex called
`SIGNATURE TOWERS' (hereinafter referred to as the `COMPLEX') in accordance with
approved building plans for commercial use by the Director, Town and Country
Planning, Government of Haryana, Chandlgarh.
WHEREAS The Lessor is the owner of the office space on 10th floor in Tower `B'
of the Complex bearing Unit Nos. 1001 & 1002 admeasuring 5617.84 sq.ft. (Super
Area) (hereinafter referred to as the `Premises') and has represented to the
Lessee that it has power and authority to give the Premises on lease.
AND WHEREAS the Lessee has represented and warranted the Lessor that It has the
power and authority to enter Into and perform this Agreement.
AND WHEREAS the Lessor has accepted the proposal of leasing out the Premises to
the Lessee till the subsistence of this agreement.
NOW THEREFORE, THIS AGREEMENT WITNESSETH AS UNDER:
ARTICLE 1
LEASE
1.1 The Lessor hereby agrees to lease to the Lessee and the Lessee hereby
agrees to take on lease from the Lessor, subject to the mutual rights and
obligations as contained in the Agreement, the Premises in the Complex.
The Lessor further agrees to give the rights to use the common areas in
the Complex along with other occupants of the Complex.
1.2 The Lessor shall give the possession of the Premises with false ceiling,
lighting, ducting, 60 workstations, reception area, meeting room, one
cabin and intranet cabling to the lessee. The lessee shall give the vacant
and peaceful possession of the premises to the Lessor along with aforesaid
interior after the expiry of tenancy.
ARTICLE 2
TERM OF THE AGREEMENT
2.1 The Agreement shall commence from the date of signing of this Agreement
which, shall continue to be in force and binding between the Parties for a
period of 2 (Two) years (hereafter referred to as the `Lease Period'). The
Lease Period may be extended by the Lessee for two (2) additional two (2)
year periods by giving written notice to the Lessor prior to the end of
the then existing term. A fresh Lease Deed may be drawn at every renewal,
if required under law.
2.2 It is agreed between the Parties that during the Lease Period the Lessee
can terminate the lease alter giving six months notice to the Lessor
however, the Lessee cannot terminate the said Lease agreement before the
expiry of initial twenty four months of the Lease which shall be treated
as LOCK IN PERIOD. In case the Lessee vacates the premises in the initial
_____ years of the Lease, it shall be bound to pay and discharge the rent
and maintenance charges for the remaining un-expired period of the initial
twenty four months of the Lease i.e. the unexpired portion of the LOCK IN
PERIOD.
ARTICLE 3
RENT AND SECURITY
3.1 In consideration of the Lessor agreeing to lease out to the Lessee the
Premises, the Lessee shall pay the Lessor the rent @ Rs. 47/-per sq. ft
(Rupees Forty Seven only per square feet per month for the initial period
of Two years in respect of the Premises from the date of commencement of
this Agreement. Thereafter the rent shall increase by 18% (Eighteen
percent) over the last rent paid after expiry of every two year lease
period, for two more terms of two years each. The Lessor shall bear the
cost on renovation of interior work already done in the premises and the
acquisition of additional office furniture a communication equipment,
telephones and the like. However the cost shall be limited to maximum of
Rs.5,00,000.00 (Rupees Five Lakhs only). This cost shall be reimbursed to
the lessee who undertakes the work of renovation as per its requirement.
If
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Lessor fails reimburse Lessee within 30 days of its submission of a
request, Lessee may deduct such sum from the next rent coming due.
3.2 It is hereby agreed between the parties that the monthly rental as
specified in clause 3.1 and the interest free refundable security deposit
as specified in clause 3.4 with respect to said premises, shall be
enhanced at a fixed rate of 18% (eighteen percent) at the end of every
term and renewal term during the currency of this lease.
3.3 The rent and the other charges in respect of the Premises as specified in
this Agreement shall be paid quarterly in advance by the 7th of each first
calendar month of the quarter in respect of which the rent is due. Any
delay in payment of rent by the due date shall attract levy of interest @
18% p.a. for the period of delay, which shall also be payable by the
Lessee to the Lessor.
3.4 In addition to monthly rent payable by the Lessee in accordance with the
aforesaid clauses, the Lessee shall also pay an interest free security
deposit equivalent to 2 month's rent. It is agreed that the Lessee shall
pay 100% of the security deposit at the time of signing of this Agreement.
3.5 Upon termination of this Agreement in accordance herewith, the Lessor
shall refund the interest free security deposit only upon the Lessee
surrendering the peaceful, vacant and physical possession of the Premises.
In the event the Lessee extends its stay in the Leased Premises beyond the
term of the Lease Period the Lessee shall be liable to pay the rent for
the period of such extended stay in the Premises at the prevailing market
rate in the area, without prejudice to Lessor's right available in clause
15.
3.6 The rent payable by the Lessee to the Lessor shall also be subject to
statutory deductions.
3.7 If the Lessee vacates the Premises upon termination or expiry of this
Agreement after serving the due notice as prescribed, and the Lessor fails
to refund the Security Deposit to the Lessee simultaneously with the
Lessee handing over the vacant possession of the Premises to the Lessor,
the Lessor shall, on the unpaid Deposit, pay to the Lessee an interest @
18% per annum from the date on which the Deposit becomes due for
repayment.
ARTICLE 4
MAINTENANCE
The Lessee hereby agrees that it shall simultaneously enter into a
separate Maintenance Agreement with the maintenance agency for the
maintenance of the Premises and the Common Areas of the Complex. The
Lessee agrees to pay the maintenance advance at the time of signing of
this agreement and the maintenance charges shall be payable from the time
the maintenance agreement is signed. In the event the Maintenance
Agreement is not signed within one week of signing of the Agreement; the
Lessor shall terminate the Agreement in terms of clause 11 of the
Agreement. The said Maintenance Agreement shall form part of the Agreement
and is annexed hereto, and the Lessee hereby
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undertakes to abide with all the terms and conditions stipulated therein.
The Lessor or a nominated agency of the Lessor shall undertake maintenance
of the complex. The maintenance charges shall be as per Actual +20% which
as a cost indicator can be taken as Rs.12/- per sq.ft. Per month (subject
to variation) for working from 8.00 A.M. to 8.00 P.M. This includes the
air-conditioning, Power Back-up, General cleaning and maintenance of the
common areas and basements. Electricity consumed for client's appliances
and equipment's shall be billed extra as per actual through sub-meters
installed at client's premises. Extra Hours charges shall be separate. The
overtime (extra hours) usage shall be charged on ACTUAL BASIS i.e.,
charged as per the readings at the sub-meter for the office. The
maintenance agency, and one by the lessee for a weekly/monthly
tally/crosschecking will maintain a record book.
ARTICLE 5
REPRESENTATION AND OBLIGATION OF LESSOR
5.1 The Lessor's shall give a prior written notice to the Lessee of the date
of possession and the Lessee shall through its authorised representative
take the possession of the Premises within a period of 7 days, failing
which the Lessee shall be deemed to have taken possession of the Premises
and the payment of the rent and maintenance charges shall commence there
from.
5.2 To permit the Lessee to carry out at the cost of the Lessee, but without
in any way damaging the main structure of the Premises, internal
partitions and other internal alterations and additions which are not
visible from outside, as may be necessary for the business of the Lessee.
5.3 The Lessor shall make all possible efforts to provide regular supply of
electricity and water for drinking as well as other purposes to the
premises.
5.4 The Lessor shall be liable for all outgoing of any kind whatsoever in
respect of the premises for the period prior to the date of commencement
of lease and any period after the expiry or earlier termination of lease.
ARTICLE 6
TITLE AND OWNERSHIP
6.1 Save as otherwise provided in this Agreement, no right, title or interest
in the Premises shall pass to the Lessee by virtue of these presents. The
Lessee shall at no time contest or challenge the Lessor's sole and
exclusive right, title and interest In the Premises.
6.2 The Lessee also agrees and undertakes not to, assign or sublet or
otherwise encumber or suffer a lien without the prior consent of the
Lessor In writing. Notwithstanding the foregoing, The Lessee has the right
to sublet the Premises in part or full thereof to a party or parties, who
would be bound under the same terms and conditions as stated in this
Lease. A written permission shall be obtained before the subletting the
premises and the Lessor shall not withhold such permission unduly or
unreasonably. The Lessee shall,
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however, remain responsible for the rental payments and possession to the
Lessor In addition, Lessor agrees that this Lease is unconditional by
assignable by Lessee, on the same terms and conditions, to an Indian
Subsidiary of M/s Greenfield Online, Inc., (a company organized under the
laws of the USA) or its affiliates without cost or the necessity of Lessor
approval, and that immediately upon such assignment Agilis will be
relieved of any and all responsibilities or obligations under this Lease.
6.3 Conditioned upon the Lessee's compliance with and fulfillment of the term
and conditions of this Agreement, the Lessee shall have the right to have
exclusive peaceful possession of the Premises for the full term of the
Agreement.
ARTICLE 7
REPRESENTATIONS AND OBLIGATIONS OF LESSEE
7.1 The Lessee as agreed aforesaid under sub-clause 3.4 shall pay to the
Lessor rent and all other sums payable under this Agreement not later than
the 7th day in advance. In the event of any delay the Lessee shall be
liable to pay interest @18% per annum on all amounts due \ and payable by
the Lessee under this Agreement.
7.2 That there is no House Tax or Municipal tax applicable on the said
premises as on date. However, if any tax of such nature is imposed on the
Lessor by virtue of the Lessee's occupation of the same, the same shall be
shared in equal proportions between the Lessor and the Lessee.
7.3 To pay by the due date "meter hire, electricity charges as recorded in the
meter and water charges. In the event of there being common meter for
common services the Lessee shall jointly with other occupants of the
Complex shall pay within 7 (seven) days from the date of the xxxx to the
Lessors the proportionate cost of water and electricity charges calculated
on 8 the super built-up area of the Premises.
7.4 To carry out day-to day maintenance of the Premises at its own cost but
all structural repairs in the premises be bone by the Lessor.
7.5 To permit the Lessors and their representative at all reasonable hours,
after prior notice to enter into the Premises for the purpose of
inspection or maintenance of services or for any other purpose.
7.6 The insurance of the interior of the Premises shall be of the Lessee and
the Lessor shall not in any case be liable for any damage or loss
occurred.
7.7 To use the Premises for office purposes only and not to carry on or permit
to be carried on in the Premises or in any part thereof any activities
which shall be or are likely to be unlawful, obnoxious or of nuisance,
annoyance or disturbance to other tenants/occupants in the Complex.
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7.8 It is agreed by the Lessee not to keep or store any goods of hazardous or
combustible nature or otherwise so as to affect the construction or the
structure of the Complex save and except such materials are as used in the
course of running of an office establishment.
7.9 To display name and address of its office only at such place(s) as agreed
in the maintenance agreement and not to do any act In this respect which
is contrary to the terms and condition of the maintenance agreement.
7.10 The Premises shall be used only by the Lessee for its own office,
associates, subsidiaries, group companies and affiliates and the Lessee
undertakes that it shall not assign, transfer, mortgage, sublet or grant
leave and license or transfer or part with or share possession in any
manner whatsoever, of any portion of the Premises except as provided for
herein, and further undertakes to produce relevant documents to
substantiate the group companies, subsidiaries etc.
7.11 The Lessee shall not make any structural additions or alterations in the
Premises unless specifically allowed under the maintenance agreement by
the Developer. The Lessee hereby agrees and make sure that it shall at the
time of vacating the Premises shall restore the Premises in its original
shape at its own cost, reasonable wear and tear excepted.
7.12 The Lessee shall be liable to the Lessor, if the arrears of rent and any
other sum due and payable by the Lessee exceed the amount deposited as the
security.
ARTICLE 8
INSPECTION
8.1 The Lessor or its designated representative shall have the right from time
to time during the normal business hours on any working day with at least
24 hours prior notice in writing to the Lessee to enter upon the Premises
for the purpose of inspecting the service and maintenance in the Premises.
8.2 The Lessee shall permit the Lessor or its authorised representative to
enter into the Premises to check for the compliance with the Agreement.
ARTICLE 9
FORCE MAJEURE
9.1 FORCE MAJEURE
The following events including but not limited to fire, accidents, floods,
earthquakes, storms, other Acts of God; terrorist activities, war, riots,
bandh, civil strife or any government or municipal action prohibition or
restriction to run the Business, temporarily or otherwise, from the Leased
Premises, for a continued period of 30 days or more, shall be declared an
event of Force Majeure and upon the occurrence of which event the Lessee
shall not be bound or liable to pay the Rent to the Lessor for such time
as the event of Force Majeure shall continue. Provided however, that in
the event that an event of Force Majeure continues beyond 90 (ninety)
days, then the Lessor and the Lessee both
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shall have the option to terminate this Agreement, However, if the Lessee
is still using the space, the Lessee shall be liable to pay rent.
ARTICLE 10
GENERAL
10.1 STAMP DUTY
The Agreement for the Premises shall be registered and the charges
pertaining to the stamp duty shall be borne by the Lessee and the Lessor
in equal proportions.
10.2 ASSIGNMENT
The Lessor shall have the right to sell or transfer the Premises during
the period of lease to any third Party/ Parties. However, the Lessor shall
ensure and be liable that the third party shall be bound by and would
adhere to the terms and conditions of the Agreement for uninterrupted and
peaceful enjoyment of the Premises by the Lessee for the period of lease.
Provided further that the Lessor shall ensure that at the time of sale or
assignment whatsoever, the third party adheres to terms and conditions as
mentioned in the annexure A forming the integral part of this agreement.
10.3 ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between the Parties and
revokes and supersedes all previous agreements between the Parties, if
any, concerning the matters covered herein whether written, oral or
Implied. The terms and condition of this Agreement shall not be changed or
modified except by written amendments duly agreed between the Parties.
ARTICLE 11
TERMINATION
11.1 The Lessor may terminate this Agreement and reenter the premises and be
deemed to have taken back the possession, if any of the following occurs:
11.1.1 Upon happening of Events of Default, if such default is not cured within
30 days of Lessee's receipt of written notice from the Lessor of the
nature of the default.
11.1.2 Upon Lessee committing any breach of the terms and conditions of this
Agreement, provided such breach is continuing and has not been cured by
Lessee within 30 days of receipt of written notice from the Lessor of the
nature of such breach.
11.2 EVENTS OF DEFAULT:
An event of default by Lessee shall occur hereunder if:
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11.2.1 The Lessee fails to pay any of the lease rentals, maintenance charges or
part thereof or other payment required hereunder for two consecutive
months; also in case the lessee repeats the delay during the tenancy the
same shall be construed as default.
11.2.2 The Lessee omit to perform, observe any covenant or condition to be
observed and performed of this Agreement and shall continue to do so or
does not remedy the breach within thirty (`30~ days after written notice
received in respect thereof;
11.2.3 The Lessee transfers or part with possession or sublets or encumbers or
creates any lien or endangers the Premises, not in accordance with the
terms of this Lease;
11.2.4 The Lessee commits an act of bankruptcy or becomes insolvent or bankrupt
or makes an assignment for the benefit of creditors;
11.3 REMEDIES
Upon the occurrence of any Event of Default and at any time thereafter, in
addition to the right available to the Lessor in the Agreement here in
above, the Lessor shall declare all sums due and to become due hereunder
as per the agreement, immediately due and payable by the Lessee and upon
the Lessee failing to make the said payment within 30 days thereof, Lessor
may, at its sole discretion to do the following:
11.3.1 The Lessor may forthwith put Lessee on to the notice to vacate the
Premises or any part thereof and shall terminate this Agreement without
prejudice to any claim, which the Lessor may have against the Lessee in
respect of any breach, non-performance or non-observance of the covenants
or conditions herein contained. The Possession shall deemed to be handed
back if the default continues for more than two months from the date of
non-payment of the money due.
11.4 The Lessee shall also be entitled to terminate this agreement in the event
of a breach of the provisions of this agreement by giving three months
notice.
ARTICLE 12
COSTS
If either Party Is in breach of any of the terms and conditions mentioned
in this Agreement (the "BREACHING PARTY") the other Party (the "NON
BREACHING PARTY") shall be liable for all legal fee and other cost and
expenses resulting from such breach of the provisions of this agreement.
ARTICLE 13
WAIVER
Any expressed or implied waiver by the Lessor of any default shall not
constitute a waiver of any other default by the Lessee or a waiver of any
of the Lessor's right. All original rights and powers of the Lessor under
this Agreement will remain in full force,
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notwithstanding any neglects, forbearance or delay in the enforcement
thereof by the Lessor, and the Lessor shall not be deemed to have waived
any of the Lessor's rights or any provision of this Agreement or any
notice given hereunder unless such waiver be provided in writing by Lessor
and any waiver by the Lessor of any breach by the Lessee of the Agreement
shall not be deemed a waiver of any continuing or recurring breach by the
Lessee of the Agreement.
Any expressed or implied waiver by the Lessee of any default shall not
constitute a waiver of any other default by the Lessor or a waiver of any
of the Lessee's right. All original rights and powers of the Lessee under
this Agreement will remain in full force, notwithstanding any neglects,
forbearance or delay in the enforcement thereof by the Lessee, and the
Lessee shall not be deemed to have waived any of the Lessee's rights or
any provision of this Agreement or any notice given hereunder unless such
waiver be provided in writing by Lessee and any waiver by the Lessee of
any bread~ by the Lessor of the Agreement shall not be deemed a waiver of
any continuing or recurring breach by the Lessor of the Agreement.
ARTICLE 14
APPLICABLE LAW AND JURISDICTION
14.1 This Agreement shall be construed and the legal relations between the
Parties hereto shall be determined and governed according to the laws of
India.
14.2 That the Civil Courts at Gurgaon and Punjab & Haryana High Court at
Chandlgarh alone shall have jurisdiction in all matters arising out of
and/or concerning this transaction.
ARTICLE 15
ARBITRATION
15.1 All disputes, difference or disagreement arising out of and in connection
with or in relation to this Agreement shall be finally decided by sole
arbitrator to be held in accordance with the provisions of the Arbitration
and Conciliation Act, 1996. Any arbitration pursuant hereunder shall be
domestic arbitration and under the applicable laws.
15.2 The venue of the arbitration shall be Gurgaon, India and the language of
arbitration shall be English.
ARTICLE 16
NO PARTNERSHIP/AGENCY
Nothing in this Agreement shall be construed as creating a partnership or
joint venture between the Lessee and the Lessor. Neither party will be
deemed to be an agent of the other party as a result of any act under or
related to this Agreement, and will not in any way pledge the other
Party's credit or incur any obligation on behalf of the other Party.
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ARTICLE 17
NOTICE
Any notice to be served on either of the Parties by the other shall be
sent by prepaid recorded delivery or registered post or by fax at the
address shown at recital of the Agreement and shall be deemed to have been
received by the addressee within 72 hours of posting or 24 hours if sent
by fax or by electronic mail.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET THEIR HANDS AND SEAL TO THESE
PRESENTS ON THE DAY, MONTH & YEAR FIRST ABOVE WRITTEN IN THE PRESENCE OF THE
FOLLOWING WITNESSES:
SIGNED, SEALED & DELIVERED
for M/S Agilis Information Technologies
International Private Limited
(Tafsir Ahmad) (Xxxxxxx Xxxxx) (Xxxxxx Xxxxx)
(Capt. Xxxxxxxxx Xxxxxx)
(Xxxxxx Xxxxx) (Xxxxx Xxxxx) Managing Director
FIRST PARTY(S) SECOND PARTY
WITNESSES:
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Xxxx,
Xxxxxx Ahmad & Others
X-00 Xxxxxx 00, Xxxxx-000000,
Xxxxx Pradesh
19th July 2003
To,
M/s Agilis Information Technologies International (P) Ltd
Flat No. 1001 & 1002 Signature Towers A,
Southcity I, Gurgaon, Haryana
SUB: CAR PARKING SPACES
Dear Sir,
You are the tenants in above referred flats vide Lease Agreement dated 19th July
2003 signed between you and us. We confirm to give to you Six Car Parking spaces
at a additional monthly rent of Rs.2000.00 (Rupees Two Thousand Only) per car
Parking space per month. The Car Parking spaces are owned by us as per following
details;
2 Car Parking Spaces Mr. Tafsir Ahmad
1 Car Parking Space Xx. Xxxxxxx Xxxxx
1 Car Parking Space Mr. Xxxxxx Xxxxx
1 Car Parking Space Xx. Xxxxxx Abroad
1 Car Parking Space Xx. Xxxxx Xxxxx
You are requested to kindly confirm the above.
Thanking You,
Yours truly,
(TAFSIR AHMAD)
Confirmed the above
For M/s Agilis Information Technologies
International Private Limited
Capt Xxxxxxxxx Xxxxxx
Managing Director
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ANNEX
MAINTENANCE AND SERVICES AGREEMENT
THIS AGREEMENT FOR MAINTENANCE AND SERVICES is made at Gurgaon n this
19th day of July 2003.
By and Between
M/S UNISING PROJECTS PVT. LTD. a Company incorporated under the
provisions of Companies Xxx, 0000, having its registered office at 0
Xxxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxx - 110 017 through its registered
authorized representative Mr. Xxxxxxxxxx Xxxxxx and Xx. Xxxx X Xxxxxx
(hereinafter called the `First Party," which expression shall, unless
it be repugnant to the subject or context, include its successors,
representatives, administrators and assigns) of the First Part.
AND
M/S AGILIS INFORMATION TECHNOLOGIES INTERNATIONAL PRIVATE LIMITED a
Company incorporated under the provisions of the Indian Companies Act,
1956 having its registered office at X-00, Xxxxxxx Xxxxxx, Xxx Xxxxx -
000000 through its authorised representative Captain Xxxxxxxxx Xxxxxx
(hereinafter referred to as the `Second Party', which expression
shall, unless it be repugnant to the subject or context, include its
successors and assigns) of the Second Part.
WHEREAS:
(A) The First Party, is a Joint Venture Company, promoted by M/s Xxxxxxx
Xxx, 0 Xxxxxxxxx Xxxxxx, Xxxxx, Xxx Xxxxx - 110017 (hereinafter called
Unitech) & Aditya Properties Pvt. Ltd., 104, Skyline, E-588, Gr.
Kailash, Part - II, New Delhi - 110048 (hereinafter called Aditya),
both being hereinafter collectively referred to as the Developers, who
have constructed and completed a multi-storied Commercial Complex,
known as, Signature Towers in South City, Gurgaon, Haryana
(hereinafter referred to as the 'Said Complex')
(B) The DEVELOPERS, namely, Unitech and Aditya, have also entrusted the
First Party, with the Management, Operation and Maintenance of various
services and facilities and the equipment(s) installed in the Said
Complex and all the activities incidental thereto. The First Party
shall maintain the various services in the Complex till such time
those are taken over by a legally constituted Association of
Buyers/Occupants of the Said Complex.
(C) The First Party shall provide maintenance and operation of various
services and facilities in the Said Complex through its nominated
Maintenance Agency (hereinafter referred to as Maintenance Agency).
(D) The Second party, has purchased/taken on lease 5617.84 sq. ft. of
super area comprised in the Unit Nos. 1001 & 1002 on 10th floor in
Tower A of Signature Towers (hereinafter referred to as the Said
Premises) from the Developers and has approached the First Party to
provide maintenance and operation of various services, facilities and
equipment in the Building/Complex, on consideration, to which the
First Party for Agilis Information plc has agreed.
(E) The Second Party executed a Lease Agreement (hereinafter referred to as
the Said Agreement) on 18.07.2003 in respect of the Said Premises
pursuant to which a formal Lease Deed has been executed/will be
executed by the Mr. Tafsir Ahmed and Others (Lessor) in its favour. The
Said Agreement also provides for maintenance of services by the
Developers and/or its nominee(s) and payment of maintenance charges
therefor, by the Second Party.
(F) The aforesaid Agreement also provides for payment of an Interest Free
Maintenance Advance (in cases of lease) equivalent to 6 (six) months
maintenance charges calculated at the tentative rate of Rs. 12/-Per
sq.ft. per month of the super -built up area leased to the Second Party
herein. Notwithstanding the provisions of the Said Agreement it is
specifically agreed between the Parties hereto that such an Interest
Free Maintenance Advance shall be deposited by the Second Party unto
the First Party.
(G) In terms of the Said Agreement, the First Party herein has agreed to
provide to the Second Party, the operation and maintenance of common
services, facilities and equipment catering to the Said Premises on
terms & conditions set forth hereinafter.
NOW THEREFORE IT IS AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS
1.1 Subject to the provisions of this Agreement, the First Party shall,
through a duly appointed Maintenance Agency, provide to the Second
Party, the common services and operation of various facilities set
forth in Clause-2 hereunder, in relation to the Said Premises
(hereinafter referred to as the "Common Facilities & Services")
1.2 The First Party shall provide Common Facilities and Services, from the
date of commencement of Lease i.e. 18.07.2003 as per the Said Agreement
(hereinafter called the Commencement Date). It is understood that in
the event, the Second Party fails to take possession of the Said
Premises on the Lease Commencement Date as specified in the Said
Agreement the Second Party shall be deemed to have taken possession and
it shall be liable to pay maintenance charges commencing from the date
of DEEMED POSSESSION..
1.3 The First Party/Maintenance Agency shall maintain all services,
facilities & equipment in the Said Complex in good order and condition
and shall carry out all major and structural repairs.
1.4 The First Party/Maintenance Agency shall maintain an adequate and
proper central air-conditioning system and power backup and operate the
same for provision of common facilities and services in the Said
Complex during the normal office hours except Sundays and public
holidays.
1.5 Except to the extent of interruption caused by unavoidable mechanical
defect or electrical failure or for reasons beyond the control of the
First Party/Maintenance Agency, the First Party/Maintenance Agency
shall provide air-conditioning/heating facilities during the normal
office hours from 8 A.M. to 8 P.M. except Sundays and Public holidays.
In the event, the Second Party requires supply of air
conditioning/heating facilities beyond the normal office hours or on
Sundays and public holidays, the First Party/Maintenance Agency shall
provide, if possible, these subject to the Second Party paying extra
charges therefor as set forth in Clause 3.5.
1.6 The First Party shall maintain the elevators installed in the Complex
and make those available for use of the Occupants in accordance with
the provisions of this Agreement
1.7 Except to the extent of interruption caused by unavoidable mechanical
defect or electrical failure or for reasons beyond its control, the
First Party/Maintenance Agency shall operate the Elevators at all times
during the normal office hours as specified hereinabove. In the event
the Second Party requires operation of elevators beyond the normal
office hours or on Sundays and public holidays, the
First Party/Maintenance Agency shall, if possible, provide the same
subject to the- Second Party paying extra charges therefor as set forth
in Clause 3.6 hereof
1.8 In the event of any mechanical defect or electrical failure, the First
Party/Maintenance Agency will make all reasonable efforts to rectify
the same at the earliest.
2. COMMON FACILITIES & SERVICES:
These include the following:
2.1 Operation & maintenance of air-conditioning system and plants, Fire
Fighting system, lifts, other electrical & mechanical equipment
systems, electric sub- station connected with the supply of electrical
energy to all occupants of the Building and all other equipments
installed for provision of common services in the Said Complex.
2.2 COMMON AREAS MAINTENANCE SERVICES: These relate to operation and
maintenance of common areas, basement, terraces/refuge areas etc.
2.3 OPERATION & MAINTENANCE SERVICES LOCATED IN THE BASEMENT: These shall
inter alia relate to operation and maintenance of basement services,
such as, electric Sub-station, Pump(s), Fire Fighting Room(s),
Transformer(s), DG Set(s), Water Tank (s) and other services in the
basement.
2.4 OPEN AREA MAINTENANCE SERVICES: These relate to operation and,
maintenance of open spaces within the Said Complex, such as,
maintenance of compound wall, landscaping electrification of the plot,
water supply, sewerage, roads, paths and other services within the Said
Complex.
2.5 Security Services for common areas and basement in the Said Complex
2.6 Insurance of Structure (s) and Common Plants & equipment in the Said
Complex However, insurance of interiors of the Said Premises or any
articles kept or stored therein is the responsibility of the Second
Party. The Second Party herein authorise the First Party/Maintenance
Agency to insure shell structure of the Said Premises/Said Complex and
all equipment for provision of common services pertaining thereto.
2.7 Maintenance of common facilities and operation & maintenance of
equipment for provision of all common services to be provided in the
Said Complex.
NOTE: It is understood that maintenance inside the Said Premises as such is the
responsibility of the Second Party.
3. MAINTENANCE CHARGES & COMPUTATION
The Second Party will be required to bear the cost of maintenance and
operation of services as defined in Clause 2 & 3, which shall also
include a sinking fund charge as given hereunder and the same shall be
calculated & payable by the Second Party in the manner specified below:
3.1 In consideration of the payment of the monthly charges herein fixed and
the deposits herein agreed to be made by the Second Party, the First
Party shall provide to the Second Party, in accordance with the
provisions of this Agreement, various operational and maintenance
services, the maintenance charges being calculated in proportion to the
super area of the Premises.
3.2 That the Maintenance Charges shall include but shall not be limited to
the following:
i. Open Area Maintenance Charges: These charges relate to maintenance of
open space within the boundary wall of the Building, but outside the
same, such as, maintenance of compound wall, landscaping,
electrification, water supply, tubewell, sewerage, roads and paths and
other services etc.
ii. Common Areas Maintenance Charges: These charges relate to maintenance
of common areas, lifts, fire fighting equipment and other services etc.
inside the Buildings.
iii. Maintenance Charges of Basement and Services in the Basement: These
charges shall inter-alia relate to maintenance of basement and
services, such as, electric sub-station, pumps, fire-fighting rooms,
transformer, DG set, water tanks and other services in the Basement.
iv. Cost of security services provided for the Said Complex.
v. Service Contract Expenditure, charges for operation and maintenance of
all electro-mechanical equipment and/or any other equipment installed
for rendering maintenance services, including central air conditioning
plants/equipment, generators, lifts etc. in the Said Complex.
vi. Cost of electricity for all maintenance services including the parking
area and, external common areas etc.
vii. Cost of maintenance and landscaping of open areas in the Said Complex.
viii. Cost of maintenance, cleaning, painting and replacement in common
areas.
ix. Cost of administrative staff and the maintenance staff of the Said
Complex.
x. Cost of consumables for all services in common areas, and equipment
pertaining to provision of common services and facilities, including
cost of diesel and lubricants for DG sets.
xi. Cost of replacements/refurbishing.
xii. Other necessary/ancillary expenses and charges including but not
limited to insurance, incidental to the preservation and maintenance of
the property, and building structure and for adequate provision of
common services & facilities in the Said Complex.
3.2.1 APPLICABLE TO PROPERTIES LEASED BY DEVELOPERS : To enable and secure
the First Party/Maintenance Agency, to render the maintenance services
as mentioned hereinabove, the Second Party shall pay an Interest Free
Maintenance Advance of Rs.4,04,484.48 (Rupeer Four lac four thousand
and eighty four rupees and forty eight paise only) (equivalent to 6
months tentative maintenance charges at the rate of Rs. 12/- per sq.ft.
per month as stipulated in the Sale Agreement ). The Second Party shall
deposit/has deposited with the First Party as Interest Free Maintenance
Advance equivalent to 6 (six) months tentative Maintenance Charges for
the Said Premises as provided in the Said Lease Agreement executed
between the Second Party and the Developers or as mutually agreed
between the Parties hereto. This Interest Free Maintenance Advance
shall be adjusted in 24 equal monthly installments against the
corresponding monthly Maintenance Charges. Thereafter, fresh 6 (six)
months Interest Free Maintenance Advance, calculated at the then
prevailing tentative maintenance charges, shall be payable by the
Second Party to the First Party to be similarly adjusted. This
arrangement shall continue till the subsistence of this Maintenance
Agreement.
3.3.2 APPLICABLE FOR PREMISES SOLD BY DEVELOPERS: To enable and secure the
First Party/Maintenance Agency to render the maintenance services, as
mentioned hereinabove, the Second Party shall pay has paid and Interest
Free Maintenance Advance of Rs. ____________ (Rupees
____________________________________ only) equivalent to 6 (six) months
tentative maintenance charges @Rs. 12/- per sq.ft. per month, as
otherwise mutually agreed between the parties hereto. In the event, the
maintenance services are taken over by a legally constituted
Association of occupants of the Complex in accordance with the Haryana
Apartment Ownership Act, 1987, the aforesaid Maintenance Advance shall
stand transferred to such an Association/Society. Thereupon, the First
Party shall stand completely absolved and relieved of the
responsibility(s) and obligation(s) under this Agreement.
3.4 The maintenance charges shall be calculated by taking into account the
entire cost incurred by the First Party/Maintenance Agency for
rendering maintenance services, as defined in Clause 2 & 3, including
the cost of electrical energy paid by the First Party to Dakshin
Haryana Bijli Vitaran Xxxxx (DHBVN) and the cost of operating fuel etc.
and maintaining captive DG Set(s), common area lighting
and deducting therefrom the actual receipts from billing of electrical
energy to all occupants of the Said Complex for electrical energy
consumed inside their respective Premises. The resultant net
expenditure (of all services, equipments electricity consumption etc.
as aforesaid) multiplied by 1.2 times shall be treated as total
maintenance charges and billed to individual occupants in proportion to
the super area of their respective premises.
3.5 Sinking Fund Charges towards cost of replacement, refurbishing, major
repairs etc. of structures, plants and equipment etc. installed in the
Said Complex, as determined by the First Party/Maintenance Agency
shall, also be taken into account while calculating the maintenance
charges, as aforesaid.
3.6 Any maintenance service required by the Second Party beyond normal
office hours (hereafter defined as "Adhoc Maintenance Charges") i.e. 8
A.M. to 8 P.M excepting Sunday's and public holidays, for its exclusive
use by the Second Party and/or common service required by the Second
Party alongwith other occupants beyond normal office hours shall be
provided by the First Party/Maintenance Agency at extra cost as
stipulated herein. It is clarified that the entire overheads including
salaries, wages of staff etc. shall form part of the services being
separately rendered and charged. For rendering such services, the First
Party shall xxxx at 1.2 times of the actual cost incurred for providing
usual maintenance services beyond office hours, as aforesaid, or for
any additional/specific services as may be desired by the Second Party.
The Second Party shall be billed on prorata basis to the super built-up
area leased/purchased by the Second Party and/or other occupants, if
other occupants are also using additional services alongwith the Second
Party herein. Further for extra hours of operation beyond normal
working hours (Normal working hours means the time from 8.00 AM to 8.00
PM Monday to Saturday excluding public holidays), the Adhoc Maintenance
Charges shall be Rs.800 per hour.
3.7 All overhead expenses incurred by the First Party/Maintenance Agency
directly for provision of Common Facilities and Services in the
Complex, including salaries, wages and benefits payable to the
employees and other overhead expenses shall be taken into account for
computation of maintenance charges.
3.8 The First Party/Maintenance Agency shall xxxx for the consumption of
electrical energy inside the Said Premises based on the number of units
consumed as indicated by the meter (s) installed in the Said Premises
at pry-determined rates, which for want of a more suitable standard
rate shall correspond to the rates charged by D.H.B.V.N. for its direct
consumers falling in the schedule of tariff as applicable from time to
time to the Said Premises/Said Complex, as if the electrical energy was
directly supplied by D.H.B.V.N. The xxxx shall also include the meter
hire charges and a minimum demand charge if the consumption falls below
the minimum demand as per the applicable schedule of tariff. The
consumption of electrical energy as indicated above shall be billed
alongwith the xxxx for the maintenance charges.
3.9 The cost of insuring the structure of the Said Complex shall form part
of maintenance charges. However, the Second Party may take out an
Insurance Policy for insuring the interiors and the contents and
articles kept or stored within the Said Premises, if it so desires, and
the First Party/Maintenance Agency shall have no responsibility in this
regard.
3.9.1 That the insurance of the shell structure of the Said Premises is as
such the responsibility of the Second Party. However, for convenience
of the Second Party, the First Party/its nominated Maintenance Agency,
shall take out an Insurance Policy for the shell structure of the Said
Premises, and is hereby duly authorised to do so by the Second Party.
As such, in the event of occurrence of any of the contingencies/risks
covered by the aforesaid Policy, the Second Party shall only be
entitled to claims/recourse admissible to the Second Party against the
Insurers under that Policy, as per applicable Insurance laws/norms. The
Second Party hereby undertakes not to lodge any claim or take recourse
to any action against the First Party or the Developers of the Said
Complex or its nominated Maintenance Agency or any of its subsidiaries
and associates, nor will the latter be liable for the same on any
account or in any manner whatsoever.
3.10 At the end of each financial year, the First Party/Maintenance Agency
shall get its accounts audited and the expenses incurred would form
basis of the estimates for billing in the subsequent financial year. In
case, there is any deficit, the same shall be recovered proportionately
in the subsequent bills. For the intervening period, from the date of
commencement of the next Financial Year and the Audit of Accounts of
the previous year, the bills towards maintenance charges shall be sent
on the basis of the previous Financial Year.
3.10.1 At the commencement of this Agreement, the Maintenance Agency shall
raise monthly maintenance bills in advance, as provided in Clause-4.1
hereunder, at the tentative rate of Rs. 12/- per sq.ft. of Super Area
as provided in this Agreement executed by the Second Party. The Final
maintenance charges shall, however, be determined in accordance with
the formula provided in Clause 3.12. Accounts of Maintenance Charges
shall be settled for each Accounting Year as per the Said formula and
at as such periodic intervals as may decided by the First Party or the
Maintenance Agency.
3.11 The First Party/Maintenance Agency shall have the right to increase,
revise or modify charges of any service or services to ensure quality
maintenance, the billing whereof shall be done on the same actual + 20%
xxxx-up.
3.12 Calculation of maintenance charges shall be done in the following
manner:-
(A) Cost of entire maintenance services provided by the Maintenance
Agency Add (B) Total cost of electrical energy as per the xxxx paid to
D.H.B.V.N. by the
First Party/Maintenance Agency and the cost of operation and
maintenance of DG Sets including fuel.
Less (C) Receipts by the First Party/Maintenance Agency Occupants in
respect of electricity bills paid by them for consumption of electrical
energy inside their premises based on meter reading every month as per
Clause 3.8.
Add/Less (D) Cost of any maintenance service(s) exclusively rendered
and borne by any Occupant. The resultant total shall be divided by the
total occupied Super built-up area of the Complex plus fifty (50%)
percent of the vacant super built-up area to arrive at the maintenance
charges per sq.ft. per month which shall be multiplied by 1.2 times to
arrive at the maintenance charges per sq.ft. of the Super area payable
by any individual occupant/owner. The sq. ft. charge so arrived at
shall be multiplied by total super area of each Owner/occupant for
purposes of individual billing.
Maintenance Charges per sq.ft. = A+B-C+-D
------------------------------------
Total Occupied Super Build-up Area
Plus 50% of the vacant super built-
up area
3.12.1 It is clarified that on the basis of the above formula, the Owners of
the vacant or unoccupied areas including the Developers shall also be
liable to pay the maintenance charges @ 50% (fifty percent) of the
usual charges. This liability shall, however, commence from 1/12/2000.
As soon as a vacant area is Occupied, the Owner or occupant shall
become liable to pay full maintenance charges as per the above
calculation.
4. BILLING & PAYMENT
4.1 Bills for maintenance charges shall be raised every month in advance.
However supply of electrical energy inside the premises shall be billed
on the basis of actual consumption based on meter reading of the
previous month and billed in the beginning of the current month.
4.2 The Second Party shall pay in full the maintenance xxxx presented to it
and the First Party/Maintenance Agency shall not accept any part
payment of any xxxx.
4.3 The First Party/Maintenance Agency shall charge interest @ 18% p.a for
the period of delay in payment after due date subject to clause 4.6
below.
4.4 Payments shall be made through crossed cheque or demand draft only
drawn in favour of the First Party and payable at Gurgaon/New Delhi and
shall be subject to realization, The Maintenance Agency has been duly
authorised by the First Party to raise monthly maintenance bills on
behalf of the First Party and accept all cheques/demand drafts in the
name of the First Party towards maintenance charges as aforesaid, and
to issue receipts in acknowledgement thereof. It shall be incumbent
upon the Second Party to make all such payments as demanded by the
Maintenance Agency in accordance with this Agreement.
4.5 The payment of bills shall not be withheld or delayed if there is any
difference or dispute as to its accuracy. Any difference or dispute
regarding accuracy of a xxxx shall be settled as provided in Clause 20
below but payment of the xxxx(s) shall not be withheld on any account.
4.6 Without prejudice to the right of the First Party/Maintenance Agency to
charge interest for the period of delay in payment of a xxxx by the due
date, in case the Second Party fails to the pay the xxxx on or after 7
days of the due date then the xxxx shall be deemed to be a NOTICE and
the electric supply to the Premises and the Maintenance & Operation of
services to the Second Party shall be disconnected/ discontinued after
expiry of seven (7) days of the due date mentioned in the xxxx without
any further notice in this regard. The supply shall not be reconnected
and the maintenance vis-a-vis the Said Premises shall not be restored
unless and until the amount shown in the xxxx together with interest @
18% p.a. for the period of delay and all other connected expenses
incurred/to be incurred in cutting of or reconnecting the electric
supply and the maintenance services have been paid by the Second Party.
The xxxx shall be treated as a Notice for disconnection in the event of
non-payment by the Second Party, notwithstanding inclusion of any part
of the charges in the xxxx under default being included in the
subsequent Bills sent by the First Party/Maintenance Agency.
5. The Second Party agrees that its right to use the common facilities,
including the supply of electrical energy, shall be subject to regular
and prompt payment of maintenance charges billed by the Maintenance
Agency. If maintenance charges or any part thereof are not paid
regularly, the Second Party shall lose its right to use any of the
common facilities including right to receive electrical energy inside
the Said Premises. However, so long as the maintenance charges (all
payments) envisaged under these presents are regularly paid and all the
covenants herein contained are observed, the right of the Second Party
to use common facilities shall subsist. As far as the maintenance
charges & dues contemplated under this Agreement are concerned, the
Second Party, in case the Said Premises are under its self occupation,
hereby creates a floating charge on all its goods and chattles in the
aforesaid premises, and incase the Said Premises have been leased out
by the Second Party it hereby agrees to create a charge on the rent
receivable by the Second Party.
6. DURATION OF THIS AGREEMENT & ITS EARLIER TERMINATION
6.1 The First Party/Maintenance Agency shall provide maintenance services
as set out herein-above initially for a period of 2 years and to be
renewed for further period(s) of 2 (Two) years each on terms &
conditions agreed between the Parties unless otherwise the Agreement is
terminated/stands terminated earlier as provided in Clause 6.2 & 6.3
hereunder.
6.2 That this Agreement shall stand terminated, without any further act or
notice even before the expiry of 2 years or such extended term as
provided in Clause 6.1,
upon the constitution of the Buyers Association of Signature Towers
Complex in accordance with the Haryana Apartment Ownership Act, 1987,
which will thereafter be responsible for and with the maintenance of
the Said Complex. In such an event, the Second Party shall write to the
First Party/Maintenance Agency for transfer of the unadjusted
Maintenance Advance, if any and there upon such Advance shall be
transferred by the First Party/Maintenance Agency to such Society or
Association as aforesaid, to be adjusted in a similar manner, depending
on whether the Said Premises have been taken on Lease/Purchased by the
Second Party.
APPLICABLE IF PREMISES HAVE BEEN SOLD TO THE SECOND PARTY BY THE
DEVELOPER:
6.3 That this Agreement of Maintenance and Services shall stand terminated
in the event, the Second Party sells or transfers or parts with the
possession of the Said Premises, after having obtained a proper NOC
from the First Party prior to such sale or transfer. The First Party
will grant the `No Objection' on the condition that there are no
outstanding dues against the Second Party on account of maintenance
and/or any other sum payable under this Agreement.
7.1 In event the Second Party sells the Said Premises during the
subsistence of this Agreement, the Second Party shall ensure that the
Transferee undertakes to adhere and conforms to all the terms of this
Agreement. It shall be a condition precedent to the grant of NOC by the
First Party, that the prospective Purchaser/Transferee executes a
similar Maintenance Agreement with the First Party/Maintenance Agency.
7.2 In the event of sale, as aforesaid, it shall also be a condition
precedent to the grant of NOC, that the amount of unadjusted
Maintenance Advance as provided in Clause 3.2 herein has either been
transferred to the credit of the Prospective Purchaser/the Transferee
in which case all the obligations of the First Party to refund the
aforesaid unadjusted Maintenance Advance shall stand discharged or a
fresh Maintenance Advance as per the Said Clause has been deposited by
the Prospective Purchaser/the Transferee unto the First
Party/Maintenance Agency at the time of execution of fresh Maintenance
Agreement by such Transferee, and only thereafter, the aforesaid
unadjusted Maintenance Advance will be refunded by the First
Party/Maintenance Agency to the Second Party
7.2 APPLICABLE IF PREMISES HAVE BEEN TAKEN ON LEASE BY SECOND PARTY FROM
THE DEVELOPER: It is specifically agreed by and between the Parties,
that this Agreement will run concurrently with the Lease Agreement for
the Said Premises. The termination of both the Agreements namely, the
Lease Agreement & this Maintenance Agreement shall be simultaneous. The
Lease Agreement may only be terminated in accordance with the terms of
the Said Agreement and not otherwise.
7.3 APPLICABLE IN CASES OF LEASE OF PREMISES PURCHASED BY SECOND PARTY: In
the event the Said Premises sold to the Second Party by the Developers
are leased, it shall be incumbent upon the Second Party to ensure that
such Lessee adheres to all the terms of this Agreement by appropriate
endorsement. However, the responsibility for payment of maintenance
charges envisages herein shall be that of the Second Party as the owner
of the Said Premises, who may cause the .same to be paid by such Lessee
on its behalf. Liability of payment of maintenance charges in such
cases is joint and several.
7.4 APPLICABLE IN CASE OF PREMISES LEASED BY THE DEVELOPERS TO THE SECOND
PARTY AND ITS SUBSEQUENT SALE BY DEVELOPERS: That in the event the Said
Premises which have been taken on lease by the Second Party from the
Developers, are sold by the Developers to any Third Party, such Third
Party shall be bound by all the terms of tiffs Agreement, and shall be
jointly & severally liable for the same alongwith the Second Party
herein. It shall be mandatory on such Third Party to accept all the
terms herein contained by endorsing the same. Upon expiry or earlier
termination of the lease of the Second Party for the Said Premises,
such Third Party Purchaser of Leased Premises, shall be solely liable
to pay the Maintenance Charges herein envisaged.
7.5 If the Second Party delays payment of the Maintenance
Advance/Maintenance Security Deposit the First Party/Maintenance Agency
shall not commence providing of services as envisaged in this
Agreement.
8. IN CASES WHERE THE AGREEMENT TO LEASE IS ASSIGNED BY THE SECOND PARTY
The Second Party has entered into a Lease Agreement with the Lessor
wherein the Second Party has a right to unconditionally assign the
Agreement to Lease to an Indian Subsidiary of Greenfield Online, Inc.,
(A company organized under the laws of the USA). The First Party,
further, agrees that the Second Party shall assign this Agreement to
the Indian Subsidiary of Greenfield Online, Inc., (a company organized
under the laws of the USA) or its affiliates, without any cost, only
after obtaining prior written permission from the First Party and such
permission shall not be held unreasonably by the First Party. That
immediately upon such assignment of this Agreement the Second Party
will be relieved of any and all responsibilities or obligations under
this Agreement.
9. The First Party/Maintenance Agency shall apply for permission to
receive bulk supply of electrical energy and its distribution to the
Complex/Occupants including the Said Premises. The First Party intends
to undertake the responsibility of receiving in bulk, the supply of
energy from D.H.B.V.N, and to supplement it by own generation and
distribute the electricity to various occupants of Said Complex in
terms of their application for supply of electrical
energy. The First Party/Maintenance Agency shall supply electrical
energy as part of its maintenance services and not as a separate
function.
10. It is clarified that maintenance of services is done by the First
Party/Maintenance Agency through various outside agencies under
separate Agreements entered into with them. The First Party's
responsibility will be to the extent of supervision of these agencies
and to ensure that their operation is in conformity with the Agreement
executed by them. The First Party accepts no legal liability arising
from acts of omission, commission, negligence or defaults of these
Agencies.
11. If the First Party concludes that adequate maintenance services are not
being rendered or there is a general dissatisfaction about the
maintenance services from a majority of the occupants of Signature
Towers, then First Party may at its discretion and in accordance with
the bilateral contract agreement entered into between the First Party
and Maintenance Agency, discontinue with the services of the
Maintenance Agency, as the Operation and Maintenance Agency of the Said
Complex. Upon such termination the First Party will entrust the
maintenance services contemplated under this Agreement to any other
reputed agency specializing in the field of Operation & Maintenance of
such Commercial Buildings.
12. The First Party/Maintenance Agency shall in no way be responsible or
liable for any fire, electrical, pollution, structural and/or any kind
of hazard, originating from the Said Premises which may arise due to
any lapse, default, negligence or omission of the occupant(s) due to
any equipment installed in the Said Premises. The hazard as aforesaid
originating from the Said Premises shall not impose any kind of
financial or legal liability on the First Party/Maintenance Agency, and
the Second Party agrees to keep the First Party fully indemnified and
keep them harmless against any loss or damage that may be caused to it
or the Said Complex or its installations, firings equipment, plants,
etc, on account of the foregoing. The Second Party shall ensure that
the Internal Air-conditioning and electrical systems and/or any other
work or thing done internally within the Said Premises or externally
shall not pose any fire, electrical, structural, pollution and health
hazard for which the Second Party shall solely be responsible for all
the legal and financial consequences arising therefrom.
13. The Second Party will have to bear the cost of all damages/breakage
caused by the Second Party/its agents/its visitors to the
Building/Structures/Equipment /fabric of the Said Complex and shall
forthwith reimburse all costs in connection with the replacement/
rectification on account of the above to the First party/Maintenance
Agency as and when demanded.
14. The First Party/Maintenance Agency directly or through their duly
authorised agency will have the right to frame and modify from time to
time house rules for all occupants tenants/ purchasers within the
Signature Towers Building which shall be adhered to and observed
strictly by the Second Party.
15. All costs, charges and expenses payable or in respect of this Agreement
and on all other instruments and deeds to be executed, if any, pursuant
to this Agreement shall be borne and paid by the Second Party.
16. The failure of the First Party/Maintenance Agency to enforce at any
time or for any period of time any provision(s) hereof shall not be
construed to be a waiver of any provision or of the right therefor to
enforce any or each and every provision of this Agreement.
17. If any provision of this Agreement shall be determined to be void or
unenforceable under any law, such provision shall be deemed to be
amended or deleted to the extent necessary to conform to applicable
laws and the remaining provisions of this Agreement shall remain valid
and enforceable.
18. The First Party/Maintenance Agency shall not be held responsible or
liable for not performing its obligations under this Agreement due to
FORCE MAJEURE conditions or for reasons beyond the control of the First
Party/Maintenance Agency. The Force majeure conditions shall inter alia
include strikes, lockouts, enemy action floods, earthquake, etc.
19. That it is clearly understood and agreed by and between the Parties
hereto that all the provisions contained herein and the obligations
arising hereunder in respect of the Said Premises, shall equally be
applicable and enforceable against all occupants, tenants/employees of
the Second party and/or subsequent purchasers of the Said Premises, as
the said obligations go alongwith Said Premises for all intents and
purposes.
20. It is agreed between the Parties that the commencement of this
Agreement is the date when the possession of the Said Premises is
handed over or deemed to have been handed over to the Second Party as
provided in the Agreement to Sell executed between the Second Party and
the Developers.
21. ARBITRATION:
Excepting the cases of theft/pilferage of electrical energy or
interference in mater etc., (which are prima facie offences) and only
after the xxxx amount payable are paid by the Second Party to the First
Party, in the event of any difference or dispute arising between the
Parties in respect of any matter connected with the accuracy of bills,
supply of services or interpretation of any of the terms & conditions
which cannot be settled amicably between the Parties hereto, the same
shall be referred to the arbitration of an Arbitrator to be appointed
mutually by the parties to this Agreement. Reference to and pendency of
Arbitration shall be without prejudice to the right of the First
Party/Maintenance Agency to effect recovery of its dues under this
Agreement. The decision of the Arbitrator shall be final and binding on
the parties. The Arbitration proceedings shall be held at
Gurgaon/New Delhi in accordance with the Arbitration & Conciliation
Act, 1996 as amended from time to time.
IN WITNESS WHEREOF, THE PARTIES HERETO HAVE SET OUT THEIR HAND TO THIS
AGREEMENT AT NEW DELHI/GURGAON ON THE DAY, MONTH AND YEAR FIRST ABOVE
MENTIONED IN THE PRESENCE OF THE FOLLOWING
Signed & Delivered For & on behalf of
WITNESSES
FIRST PARTY
UNISING PROJECTS PVT. LTD.
1.
(Authorized Signatory)
2.
SECOND PARTY
M/S AGILIS INFORMATION TECHNOLOGIES
INTERNATIONAL PRIVATE LIMITED
(Authorized Signatory)
THE LESSOR HEREBY ACCEPTS AND ENDORSES THIS AGREEMENT AND FURTHER
AGREES TO BE JOINTLY AND SEVERALLY LIABLE WITH THE SECOND PARTY AS PER
THE TERMS OF THIS AGREEMENT.
(LESSOR)
(Tafsir Ahmed) (Xxxxxxx Xxxxx) (Xxxxxx Xxxxx)
