Standard Format of a Lease Agreement for a Billboard display location.
THIS LEASE AGREEMENT (“Agreement”) is
made and executed on this ________day of ____________ 2019.
BETWEEN
MR
XXX of _____________________________________________________________
_____ State (hereinafter referred to as “Lessor”
which expression shall where the context so admit include his heirs, legal
personal representatives and assigns) of the ONE PART.
AND
ABS
BET LIMITED a company
incorporated under the Laws of the ____________________and having its
registered office at _______________________________(hereinafter
referred to as “Lessee” and
where the context admits shall include its agents, legal representatives,
assigns, licensee and successors-in-title)
of the SECOND PART.
(Lessor and Lessee shall be hereinafter collectively
referred to as “Parties” and
individually as “Party”)
WHEREBY IT IS AGREED as
follows:
1.
The Lessor owns a
property municipally known as ______________________ (hereinafter referred as “Demined Premises”);
2.
Lessee desires to lease
the Demined Premises for
the purpose of development, construction, operation and replacement of Billboard
display within state of _____________ on mutually accepted terms and conditions
as set forth below;
3.
At the request of the
Lessee, the Lessor accepts to grants to the Lessee a portion of the roof top of
the Demined Premises for the purposes of installing a Billboard with rights of access,
ingress and egress to and to install, maintain, operate, repair, replace and
provide utilities to the advertisement structures to be constructed thereon,
including across the real property within the Demised Premises
for a term of five (5) years CERTAIN commencing
on the ________day of ____________ 2019..
terminating on the ________day
of ____________ 2024 at a rent of ___________________
per annum wherein a total sum of __________________________
being rent for the first two years of the entire Term hereby created having
been paid in advance (the receipt whereof the Lessor hereby acknowledges) upon
execution of this Agreement; and
4. The
Parties are desirous of entering into an agreement being these presents for
setting out the detailed terms and conditions applicable to the lease agreement.
IN
CONSIDERATION OF MUTUAL COVENANTS CONTAINED HEREIN THE PARTIES AGREE AS
FOLLOWS:-
1.
DEFINITION
AND INTERPRETATION
1.1.
DEFINITION
Unless
otherwise defined herein, the capitalized terms and expression used in this
Agreement shall have the following meaning:
“Agreement” means
this Lease Agreement and shall include all recitals, annexures or exhibits
annexed hereto and any amendment novation or supplement made in accordance with
the terms hereof.
“Applicable Law(s)” means any statute,
law, regulations, ordinance, rule, order, decree, approval, directive,
guideline, policy, requirement, or other governmental restriction or any
similar form of decision, or determination by, or any interpretation or
administration of any of the foregoing by, any statutory or regulatory
authority whether in effect as of the date of this Agreement or thereafter and
in each case as amended.
“Billboard” mean and include all manner of
display, signage and other advertising assets of any size and character,
whether static, multifaceted, electronically (analog, digital or otherwise)
enabled or presented, or otherwise configured or enabled except for displays,
signage and other advertising assets placed on bus benches and shelters located
within _________. This definition expressly contemplates the fact that new
technology is likely to result in new display and presentation mechanism, and
expressly incorporates all such technology and display and presentation
mechanism.
“Business Day” means:-
a.
in relation to making
any drawdown by the Lender, any day on which such Lender are authorized by the
Applicable Law to be open for business in the place of their respective lending
offices; or
b.
in relation to all
other matters, a day except Saturday, Sunday, public holiday or bank holiday.
“Legal
Fees” means
aggregate fees paid to the attorney of the Lessor, for drafting and executing of
this Agreement.
“Revenue
Authority” means
____________________.
“Rent” shall
derive its meaning from clause 3 of this Agreement
“Term” means
five (5) years starting from the Commencement date and as provided under clause
2 of this Agreement.
1.2.
PRINCIPLES
OF INTERPRETATION
In this Agreement, unless the
context otherwise requires:
a.
the recitals shall be construed as part of this
Agreement;
b.
the words importing singular shall include plural and
vice versa and the words denoting natural persons shall where the context
admits, include partnerships, firms, companies, corporations, associations,
organizations or other entities (whether or not having a separate entity);
c.
the words “include”, “includes” and “including” shall
be deemed to be followed by the phrase “without limitation”;
d. any
reference in this Agreement, to this Agreement or any other agreement or
document shall be construed, without limitation, as a reference to this
Agreement or, as the case may be, such other agreement or document, in each
case as the same may have been, or may from time to time be, amended, varied,
novated, acceded to or supplemented and any reference to any statutory
provision shall include such provision and any regulations made thereunder and
any statutory re-enactment, modification or replacement thereof;
e. Where
any statement in this Agreement is qualified by the expression “to the
knowledge” or “to the best of the knowledge or information or belief” or any
similar expression, that statement shall, save as expressly provided to the
contrary herein, be deemed to mean that it has been made after due and careful
inquiry by the Person making such statement.
f. any
reference herein to any “Person” or “person” includes any individual,
partnership firm, trust, body corporate, Government, governmental body, authority,
agency, unincorporated body of persons or association and shall be construed to
include such Person’s permitted successors, transferees and assigns;
g. Unless
the reference to month is for specifying a period, all references to “month”
shall mean English calendar month provided that wherever the reference to the
expression “month” is used in the context of period, it shall mean a period of
thirty days. All references to quarter shall, unless specified otherwise, mean
a period of three months commencing on 1st January, 1st April, 1st July and 1st
October.
h. all
references herein to Articles, Paragraphs, Annexes, Exhibits, Schedules and
Parts shall, unless otherwise specified, be construed to refer to Articles,
Paragraphs, Annexes, Exhibits, Schedules and Parts to, this Agreement;
i.
the “winding-up”,
“bankruptcy”, “dissolution” or “insolvency”, of a company or corporation shall
be construed so as to include, without limitation, any equivalent or analogous
proceedings under the Applicable Laws of the jurisdiction in which such company
or corporation is incorporated or any jurisdiction in which such company or
corporation carries on business including the seeking of temporary or permanent
suspension of payment, liquidation, winding-up, reorganisation, dissolution,
judicial management, administration, arrangement, adjustment, protection or
relief of debtors and whether voluntary or involuntary;
j.
unless otherwise
specified, in this Agreement, in the computation of periods of time from a
specified date to a later specified date, the words “from” and “commencing on”
mean “from and including” and “commencing on and including”, respectively, and
the words “to”, “until” and “ending on” each mean “to but not including”,
“until but not including” and “ending on but not including”, respectively;
k. the
words “other”, “or otherwise” and “whatsoever” shall not be construed ejusdem
generis or as any limitation upon the generality of any preceding words or
matters specifically referred to;
l.
the words “herein”,
“hereof” and “hereunder”, and words of similar import, shall be construed to
refer to this Agreement in its entirety and not to any particular provision
hereof;
m. words
importing a particular gender shall include all genders;
n. any
consent required to be provided by the Lenders shall mean the prior written
consent of the Lenders;
o.
in the event of any
disagreement or dispute between the Lender and the Borrower regarding
reasonableness of any matter including of any event, occurrence, circumstance,
change, fact, information, document, authorization, proceeding, act, omission,
claims, breach, default or otherwise, the opinion of the Lender as to the
reasonableness of any of the foregoing shall be final and binding on the
Borrower;
p.
a [Potential Event of
Default] is “continuing” if it has not been remedied or waived and an event of
Default is “continuing” if it has not been waived; and
q. the
rule of construction or interpretation, if any, that a contract should be
interpreted against the Parties responsible for the drafting and preparation
thereof shall not apply.
2.
COMMENCEMENT
AND TERM
The
term of this Agreement shall commence as of the later of (i) the date which is
the first Business Day after all parties hereto have executed this Agreement,
or (ii) the commencement date of this Agreement, that shall be the execution
date of this Agreement (hereinafter referred to as “Commencement date”) and shall continue for a term of five (5)
years, with an option to renew or extend the term, unless sooner terminated in
accordance with the terms of this Agreement. This Agreement shall create the
relationship of lessor and lessee only between the Lessor and Lessee.
3.
OBLIGATIONS
OF THE LESSEE
The Lessee to the intent that the
obligations may continue throughout the term hereby created and granted
covenants and agrees with the Lessor as follows:
(i)
To pay the rent hereby
reserved at the time and in the manner hereinafter stated.
a. A
sum of ____________________ being rent for the first and second years
of the said term ___________________________ shall be paid upon execution of
this agreement.
b. The
sum of ________________________ (hereinafter referred to as “Rent”) shall be paid for the third year
of the term hereby created. The said rent shall be paid at most a month before
the expiration of the initial two (2) years of the term.
c. For
the fourth and fifth years of the said term, the Tenant shall be obligated to
pay the reviewed rent of _________________ for each year.
d. All
rent must be paid in advance. Except for the third year rent for the fourth and
fifth years shall be on the anniversary of this tenancy that is ________day of
____________ of the respective year.
(ii)
To use the demised
premises for commercial purposes only specifically to display a Billboard and with
rights of
access, ingress and egress to and to install, maintain, operate, repair,
replace and provide utilities to the advertisement structures to be constructed
thereon, including across the real property within the Demised Premises and for
no other purpose without Lessor’s prior written consent.
(iii)
To have a moratorium period
not exceeding thirty calendar days from the ________day of ____________ for the
purpose of constructing the Billboard on the Demised Premises.
(iv)
To bear, pay and
discharge, as and when due, all bills with respect to electricity consumed on
the demised premises during the term herein granted.
(v)
To remit withholding tax
on rent to the Revenue Authority and provide the Lessor with the withholding tax
credit note. The Lessee shall pay all other assessments and/or taxes asses by
any government authority having jurisdiction over the Demined Premises, including
but not limited to, taxes levied upon any structure, facility, personal
property of Lessee (or Lessee’s officers, directors. members, employees or
agents) located at or upon the Demised Premises. Lessee shall deliver proof of
such tax payment(s) to the Lessor upon request.
(vi)
To keep the demised
premises and its surrounding clean in conjunction with the Lessor and other occupants
at all times.
(vii)
Not to assign, transfer,
mortgage, encumber, sublet or part with all or any part of the possession of
the Demised Premises without the written consent of the Lessor, which may be
given or withheld after mutual discussion between the Parties.
(viii)
To make a full and
final payment of _______________________________
being 10% of the total rent payable to the Lessor as Legal Fees.
(ix)
To permit the Lessor
and/or his agents or servants with or without workmen or others at all
reasonable times upon giving not less than forty-eight (48) hours notice in
writing to enter upon the premises and view condition thereof and to execute
and do any repairs or works for which the Lessor is liable under his
agreement hereinbefore contained and for the purposes aforesaid to enter upon
the premises or any part thereof with or without any necessary tools and
appliances.
(x)
Upon expiration or
earlier termination of this Agreement, to deliver up possession of the Demised Premises
with all fixtures thereto (excluding all movable assets of the Lessee on the Demised
Premises) to the Lessor.
4.
OBLIGATIONS
OF THE LESSOR
The Lessor hereby agrees and
covenants with the Lessee as follows:
(i)
That the Lessee paying
the rent hereby reserved and observing and performing the several covenants and
stipulations herein on its part contained shall peaceably hold and enjoy the Demised
Premises during the said Term without any interruption by the Lessor or any
person rightfully claiming under or in trust for him.
(ii)
To keep the Demised Premises
structurally sound, wind and water tight and the exterior thereof in good and
tenantable repair and condition.
5.
PROVIDED
ALWAYS AND IT IS HEREBY EXPRESSLY AGREED AND UNDERSTOOD as follows:-
(i)
That if the Lessee
shall be desirous of terminating this present agreement at any time within the
term hereby granted and shall deliver to the Lessor or leave for him or send by
registered post to him at his last known address, not less than one (1) month’s
notice of its desire, the Lessor shall adequately refund to the Lessee the rent
paid for the remainder of the term following the expiration of one (1) month
notice period.
(ii)
That before the
expiration of this Agreement, the Lessor shall not transfer the ownership of
the Demised Premises without adequate prior notice given to the Lessee.
(iii)
If all, or any
substantial portion of, or access to, the Demised Premises is taken under the
power of eminent domain (including any conveyance made in lieu thereof), this
Agreement shall terminate upon vesting of title in the condemning authority. If
the condemnor only takes a portion of the Demised Premises and Lessee can
continue use of the remainder, then this Agreement shall not terminate as a
result of said condemnation (and Rent shall be abated proportionately). All
compensation awarded for any taking (or the proceeds of a private sale in lieu
thereof) shall be the property of Lessor. Lessor shall not have any interest in
any separate award made to Lessee for loss of business, moving expenses, or the
taking of Lessee’s personal property.
(iv)
Lessee assumes all
risks incident to the use of the Demised Premises and bears the risk of loss or
damage by any casualty. Both Parties shall defend, indemnify and hold harmless
its officers, directors, shareholders, employees, agents and contractors from
and against any and all claims, losses, demands, liabilities, damages, fines,
penalties, costs, and expenses (including without limitation reasonable
attorneys’ fees) and claims of every kind suffered by or asserted against
either of the Parties arising directly or indirectly from (a) either Party (or
any of their officers’, directors’, members’, sub-lessee’, employees’,
invitees’, licensees’, contractors’, or agents’) use, possession, occupancy,
development, maintenance, or improvement of the Demised Premises; (b) any
breach or default by either Party in the performance of any obligation on their
part to be performed under the terms and conditions of this Agreement; or (c)
any negligence or misconduct of either Party (or their officers, directors,
members, subtenants, employees, invitees, licensees, contractors, or agents). Lessee
further agrees that Lessor shall not be liable for any damage to, or
destruction or loss of, any of Lessee’s personal property, including any
structure located upon the Demised Premises, regardless of the cause or causes
of such damage, destruction or loss. The provisions of this section shall
survive the expiration or termination of this Agreement.
(v)
For the purpose of the
waiver of subrogation, the Parties mutually release and waive unto the other
all rights to claim damages, costs or expenses for any injury to persons
(including death) or property caused by a casualty of any type whatsoever,
in, on or about the Demised Premises if the amount of such damage, cost or
expense has been paid to such damaged party under the terms of any policy of
insurance. All insurance policies carried with respect to this Agreement, if
permitted under Applicable Law, shall contain a provision whereby the insurer
waives, prior to loss, all rights of subrogation against either Lessor or Lessee.
(vi)
Upon expiration or any
sooner termination of this Agreement, Lessee shall surrender the Demised Premises
to Lessor in clean condition and in as good a condition as when received by
Lessee. Upon expiration or sooner termination of this Agreement, Lessor
immediately shall be entitled to possession of the Demised Premises and Lessee
shall peaceably surrender possession of the Demised Premises to Lessor. Lessee,
at Lessee’s expense, shall repair and restore any damage to the Demised Premises
caused by removal of its personal property. Lessee’s failure to remove any such
personal property, structures, or portions thereof, from said Demised Premises
shall result in said property becoming and remaining the property of Lessor
until the period Lessee removes such property from the Demised Premises.
Notwithstanding the foregoing, at the end of the term of this Agreement, Lessee
shall be required to deliver the Demised Premises to Lessor in a physical
condition as it existed prior to this Agreement, except as specifically
provided herein.
(vii)
The occurrence of any
one or more of the following events (“Events of Default,” any one an “Event of
Default”) shall constitute a default and breach of this Agreement:
(a) failure by Lessee to make any payment of Rent or fees as and when it
shall become due under this Agreement; (b) failure by Lessee (or Lessee’s
officers, directors, members, subtenants, employees, invitees, licensees,
contractors, and agents) to perform any other promise, duty or obligation
herein agreed to by Lessee, or imposed upon Lessee (or Lessee’s officers,
directors, members, subtenants, employees, invitees, licensees, contractors, or
agents) by law; (c) Lessee shall become bankrupt or insolvent, or
file any debtor proceedings, or file pursuant to any statute a petition in
bankruptcy or insolvency, or file a petition for the appointment of a receiver
or trustee for all or substantially all of Lessee’s assets and such petition or
appointment shall not have been set aside within sixty (60) days from the
date of such petition or appointment, or if Lessee makes an assignment for the
benefit of creditors, or petitions for or enters into an arrangement for the
benefit of creditors; (d) the abandonment or desertion of the Demised Premises
(or any portion thereof) for any reason; (e) the attachment,
execution or other judicial seizure of substantially all of Lessee’s assets
located at the Demised Premises or of Lessee’s leasehold interest in this
Agreement, where such seizure is not discharged within sixty (60) days.
Upon the occurrence of any Event of Default, Lessor may at its option do any
one or all of the following: (A) declare all Rent, additional rent and all
other amounts owed to Lessor hereunder for the remainder of the Term immediately
due and payable; (B) terminate this Agreement, by giving a due notice to
the Lessee and exercise any rights or remedies available in this Agreement, at
law or in equity; and/ or (C) repossess the Demised Premises (or portion
thereof), with or without terminating this Agreement by giving a one month notice
to the Lessee.
Notwithstanding the foregoing, it
shall not be an Event of Default if: (i) Lessee makes full payment within
five (5) days after receipt of written notice of any delinquency under
subsection (a) above; and/or (ii) Lessee cures any failure under
subsections (b) above, within fifteen (15) days after receipt of written
notice thereof;
(viii)
Both Parties shall
comply with the terms and conditions of this Agreement. Both the Parties
acknowledges that they have read and understands this Agreement and agrees to
comply, and have its officers, directors, members, subtenants, guests,
invitees, employees, licensees, contractors and agents comply with all terms
and conditions thereof.
(ix)
Both
Parties agree that right of ownership of the Billboard construction materials
continues to vest in the Lessee even after the termination of the Term and the Lessee
reserves the right to remove the Billboard and its construction materials at
the expiration of the Term.
(x)
All notices required or
permitted by any provision of this Agreement shall be sent via certified mail,
return receipt requested or via personal or overnight mail delivery (with proof
of delivery requested)
(xi)
Except as otherwise
provided herein, the provisions of this Agreement shall be binding on and inure
to the benefit of the parties hereto, their heirs, legal representatives,
successors, and permitted assigns and sublessees.
(xii)
If any provision of
this Agreement shall be declared invalid or unenforceable, the remainder of
this Agreement shall continue in full force and effect.
(xiii)
Unless otherwise
specified in this Agreement, no remedy of Lessor or Lessee shall be considered
exclusive of any other remedy, but each shall be distinct, separate and
cumulative with other available remedies. Both Parties may exercise each remedy
available under this Agreement or at law or in equity from time to time as
often as the need may arise. No course of dealing between Parties or any delay
or omission of Lessor or Lessee in exercising any right arising from the other
party’s default shall impair such right or be construed to be a waiver of a
default. The covenants contained in this Agreement which, by their terms
require their performance after the expiration or termination of this Agreement
shall be enforceable notwithstanding the expiration or termination of this Agreement.
(xiv)
In any litigation
arising out of this Agreement, the prevailing party shall be entitled to
recover reasonable attorneys’ fees and costs, through all trial and appellate
levels and post-judgment proceedings.
(xv)
In the event that the
Lessee is prohibited by the Applicable Laws, a judgment or other legal or
legislative action from installing or operating the Billboard or any faces at
any or all of the locations, the Lessee shall have the right to terminate this Agreement
and shall be entitled to indemnification against all losses, costs or expenses
incurred.
(xvi)
Neither party shall be
required to perform any term, condition or covenant in this Agreement (other
than the payment of money) so long as such performance is delayed or prevented
by acts of God, strikes, lockouts, material or labor restrictions by any
governmental authority, civil riots, floods, or any other cause not reasonably
within the control of such party.
(xvii) If
Lessor or any of its employees, officers, directors, or stockholders are
ordered to pay Lessee a money judgment because of Lessor’s default under this Agreement,
said money judgment only may be enforced against and satisfied out of (i) Lessor’s
interest in the Demised Premises; and (ii) any insurance or condemnation
proceeds received because of damage or condemnation to, or of, said Demised Premises
that are available to Lessor. No other assets of Lessor or said other parties
listed in the preceding sentence shall be liable for, or subject to, any such
judgment.
(xviii) This
Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the __________________
(xix)
Lessor gave this Agreement
to Lessee for review. It is not an offer to lease. This Agreement shall not be
binding unless signed by both parties.
(xx)
This Agreement contain
all of the agreements and representations between the parties with respect to
the subject matter hereof. None of the terms of this Agreement shall be waived
or modified to any extent, except by written instrument signed and delivered by
both parties.
(xxi)
This Agreement may be
executed in one or more counterparts, each of which shall be an original and
all of which shall constitute one and the same instrument.
(xxii) The
individuals signing this Agreement personally warrant that they have the right
and power to enter into this Agreement on behalf of Lessor and Lessee, to grant
the rights granted under this Agreement, and to undertake the obligations
undertaken in this Agreement.
IN
WITNESS WHEREOF the parties have hereunto set
their hands and seals the day and year first above written.
SIGNED,
SEALED AND DELIVERED by the within named “LESSOR” MR XXX ___________________
In
the presence of:
Name of witness: _____________________________________________________________
Address:
____________________________________________________________________
Occupation:
_________________________________________________________________
Signature: __________________________________________________________________
THE COMMON SEAL
of the within named “LESSOR” was
affixed hereunto in the presence of:
___________________ _______________________
DIRECTOR DIRECTOR/SECRETARY
SIGNED,
SEALED AND DELIVERED by the within named “LESSEE” MR XXX ___________________
In
the presence of:
Name of witness:
_____________________________________________________________
Address:
____________________________________________________________________
Occupation:
_________________________________________________________________
Signature:
__________________________________________________________________
THE COMMON SEAL
of the within named “LESSEE” was
affixed hereunto in the presence of:
___________________ _______________________
DIRECTOR DIRECTOR/SECRETARY
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