LEASE AGREEMENT FOR HOTEL SUITE
THIS LEASE AGREEMENT is made and executed at Lahore on this ____day of
_____________ (the “Lease Agreement”)
BETWEEN
___________________________________S/0,W/O,D/
O________________________________R/
O__________________________________________________________________________,ho
lding CNIC__________________________ (hereinafter referred to as the "Lessor" which
expression shall wherever the context so permits, include his heirs, executors, administrators,
assigns and successors in-interest)
AND
Enaara Hospitality Pvt Ltd, a private limited company incorporated under the laws of Pakistan
having its registered office at Head Office 92-B2 Gulberg 3, Lahore acting through its duly
authorized person Mr. Nadeem Qadir holding CNIC 35201-1500126-3, (hereinafter referred to
as the "Lessee" Which expression shall where the context so permits, include its successors-in-
interest and permitted legal assigns)
(The Lessor and the Lessee shall hereinafter collectively referred to as the “Parties” and
individually each as a “Party”).
WHEREAS:
A. The Lessee is the operator of a – currently under construction – hotel branded as “Royal
Swiss Gulberg” (the “Hotel”) pursuant to an agreement with Enaara Developers (Private)
Limited (the “Project Developer”) for the operations, running and maintenance of the Hotel.
B. The Lessor is absolute owner of hotel suite No __________ measuring approximately _____
square feet to be located on the _____ floor of (hereinafter referred to as the “Hotel Suite” or
the “Demised Premises”) [as detailed in the layout/design plan appended herewith as
Annexure A], of a mixed-use complex and building(s), which shall cater for and include, but
not be limited to having commercial, hospitality related usage/facilities as well as any/all
other usage/facilities as may be deemed fit by the Project Developer in its sole discretion
and/or as may be allowed under the applicable laws and prevalent practices (the “Project
Building”). The Project Building is located at 92-B2 Mahmood Ali Kasuri Road, Gulberg
III, Lahore (hereinafter referred to as the “Land” or the “Property”);
C. The Lessor purchased the Hotel Suite pursuant to the agreement to sell for the Hotel Suite
dated___________________ (the “Agreement to Sell” which is attached herewith as
Annexure B). As a pre-requisite to the effectiveness of the Agreement to Sell the Lessor
intends to and is desirous of leasing the Hotel Suite to the Lessee and to enter into and
execute this Agreement with Lessee to lease the Hotel Suite along with any/all rights
associated with the Hotel Suite and to grant the Lessee the first and exclusive right to allow
Lessee to rent/lease out/use the Hotel Suite of the Lessor strictly in accordance with the
mutually agreed terms and conditions contained herein; and
D. The Parties hereto represent and affirm that they have entered into this Lease Agreement by
their own free will and whist relying on the representations and warranties contained herein
and that this Lease Agreement constitutes a mutually agreed, pre-determined, legally binding
and enforceable agreement amongst them; and
E. The Lessee shall at all times continue to act as the sole and official regulator and the property
management company of the Hotel.
F. The Lessor has agreed to grant on lease and hand over undisputed, free from litigation
peaceful vacant possession of the entire Demised Premises for its use as per the discretion of
the Lessee on the terms and conditions hereinbelow.
NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS
SETOUT HEREIN BELOW AND WITH THE INTENTION TO BE LEGALLY
BOUND, THIS LEASE AGREEMENT WITNESSES as follows:
1) That the lease arrangement shall become valid, effective and binding from the date of
execution of this Lease Agreement by both the Parties hereto. However, it is
acknowledged and confirmed by the Lessor that the Lessee shall only be obliged to make
rent/lease payments to the Lessor in accordance with the terms and conditions of this
Agreement once hundred percent (100%) payment due for the Hotel Suite under the
Agreement to Sell has been cleared in full by the Lessor, strictly in accordance with the
timelines and terms and conditions of the Agreement to Sell (the “Effective Date”).
2) The Lessor hereby leases (the “Lease”) unto the Lessee the Demised Premises/Hotel
Suite described hereinbefore for an initial term of ten (10) years commencing from the
date of receipt of full payment (the “Commencement Date”) due under the Agreement
to Sell by the Project Developer, in accordance with the timelines and terms and
conditions therein till the date falling ten (10) years after the Commencement Date (the
“Term”). On expiry of the initial Term of this Agreement, the Term will automatically
stand renewed for further period(s) of 10 years (each a “Renewed Term”), at the option
of the Lessee. Provided that the Lessee may at any point, in its sole discretion, at least
three (3) months prior to expiry of the Term or the Renewed Term negotiate the terms of
renewal of this Agreement with the Lessor or upon failure of such negotiations terminate
this Agreement subject to the terms and conditions contained herein. On expiry of the
Renewed Term, the Term will be renewed on mutually agreed terms within the spirit of
this Agreement. The Lessee shall be given priority and in case the Demised Premises are
to be provided/sold by the Lessor to any other party, the Lessee would have first right of
refusal and shall be competent to take over the said rights etc. on the same terms and
conditions as have been offered by such third party. The Parties hereby agree and
acknowledge that any extension after the Renewed Term will be done subject to the
termination clause contained in this Agreement.
3) The Lessee shall pay to the Lessor rent for the Demised Premises, at the rate of fifteen
percent (15%) per annum of the total sale price (as agreed on the agreement to sell ref:
______________) of the Hotel Suite i.e., Rs. ____________ Rupees
___________________________________________________________________only)
per month (the “Lease Rental”) to be paid monthly, subject to clause 4 below. The
Parties further agree that the Lessee shall pay Lease Rental subject to applicable
deduction(s) including but not limited to any withholding tax, income tax or other
deduction(s) as required in accordance with applicable laws.
4) The said amount of Lease Rental shall be payable in advance by the Lessee on or before
twentieth (20th) business day of every month of the Term. Notwithstanding the foregoing,
the Parties agree that the Lessee will pay to the Lessor lease rentals for eleven (11)
months during every year in the Term after the Effective Date along with thirty (30)
redeemable vouchers for stay at the Hotel Suite 350 Sqft or above unit and (15)
redeemable vouchers for stay at the Hotel Suite below 350 Sqft unit (and/or a room
similar to the hotel Suite located in the same vicinity) and the same shall be construed as
one month’s rental for 350 Sqft or above and 15 Days rental for below 350 Sqft (the 12 th
month’s) Lease Rental for each year during the term after the Effective Date. Each
voucher shall be valid for one night stay only and can be redeemed by the Lessor or any
person duly nominated by the Lessor with prior intimation in writing to the Lessee
subject to its availability. The vouchers shall be redeemable within one (1) year from the
date of their issuance. The Lessor shall not be entitled to any cash consideration in
exchange for the Vouchers unless offered by the Lessee in writing upon its sole
discretion.
5) That all taxes, levies cess, fee, charges, assessments etc. in respect of the Demised
Premises to the concerned authorities shall be payable by the Lessor in a timely manner.
In case of any default by the Lessor on this account, the Lessee shall have the right to
settle the dues on behalf of the Lessor and make due adjustment from the Lease Rentals
due hereunder.
6) That except as mentioned in Clause 3 hereof, no additional, further or increase in rent
shall be paid by the Lessee during the Term on any pretext of whatsoever nature.
7) The Lessor hereby Represents and Warrants to the Lessee as follows:
a) The Lessor represents that he is the lawful owner of the Demised Premises and the Lessor
has the full right, power and lawful authority to lease the Demised Premises to the Lessee.
b) The Lessee shall be entitled to make any additions, alterations, changes and modifications
on the Demised Premises or the Building wherever the Lessee deem necessary and appropriate
during the Term and the Lessor shall extend maximum co-operation, facilitation and assistance
to the Lessee in this regard.
c) The Lessee shall at all times be entitled to directly or indirectly sublet, sub lease, license
or use the Demised Premises on such terms and conditions as deemed fit by the Lessee in its sole
discretion.
d) The Lessor represent that, no litigation, adverse claims, proceedings or investigations of
any nature whatsoever are pending or threatened against the Demised Premises (or part thereof)
and in case of any claim, proceedings, investigation or litigation by any third party, the Lessor
will make his best effort as may be advised by the Lessee to resolve within reasonable time
failing which the Lessee shall be entitled to terminate the Lease Agreement and be entitled to
termination of this Lease Agreement in accordance with the terms hereof and to claim from the
Lessor all associated losses as may be incurred by the Lessee.
e) The Lessor ensure the Lessee uninterrupted quiet enjoyment of the Demised Premises,
including all easement rights relating thereto, and to do all acts and things which may be
necessary or expedient for fulfilling the purposes for which the Demised Premises is being leased
to the Lessee.
f) The Lessor hereby covenants with Lessee that it shall have no right/claim nor cause to
directly or indirectly interfere with and/or hinder with the exclusive and unfettered right of
Lessee to use and deal with the Demised Premises in any manner thought fit and necessary by
Lessee in its sole discretion.
g) That since the Lessee has invested huge amount in the form of promotion, development
and provision of ancillary services to the Hotel Suite of the Lessor hence the Lessor assures the
Lessee that he/she shall not terminate the Agreement on any ground of whatsoever nature
including selling of the Demised Premises (or any part thereof) to any third party during the
Term, the Renewed Term or any such extended period as may be agreed between the Parties.
That the Lessee shall in its sole discretion have the right to terminate this Agreement if in case
the Lessor is in breach of any of its obligations under this Agreement and/or any of its
representations/warranties contained in this Agreement are found to be untrue or continue to
remain true. If this Agreement is terminated by the Lessee in accordance with this sub-clause,
during the Term, the Renewed Term (or any extension thereof) notwithstanding any other right
or remedy it may have the Lessee shall in its sole discretion have the right to purchase the Hotel
Suite at the price at which the Hotel Suite was purchased and in addition, as compensation, pay
five percent (5%) straight-line annual gain on such purchase price which payment would be
made within one hundred and eighty (180) days of such termination.
h) The Lessor assures the Lessee that there are no restrictions or impediments in the
Lessor’s right to lease the Demised Premises or construct the Project Building thereon and to use
the same for any purposes.
i) That both the Parties hereby agree that in case registration of this Agreement is required
by virtue of any law, the Lessor shall cause the same to be registered at the expense of the Lessor
with the concerned sub-registrar. All expenses, fees, charges and costs relating to the registration
of this Agreement shall be borne by the Lessor.
j) The Lessor undertakes to indemnify and hold harmless the Lessee in respect of any loss,
damage or claim the Lessee may suffer on account of any undertaking or representation or
warranty of the Lessor being proved incorrect, incomplete or inapplicable. In particular, the
Lessor undertake to indemnify and hold harmless the Lessee in respect of any losses the Lessee
may suffer or be threatened with, due to the Lessor not being duly authorized to enter into this
Agreement.
k) In case of any exigency, the Lessor wishes to sell the Demised Premises during the
Renewed Term (or any extension thereof), the Lessee shall have first right to purchase the
Demised Premises at the price at which the Hotel Suite was purchased and in addition, as
compensation, pay five percent (5%) straight-line annual gain on such purchase price. However,
if the Demised Premises is sold to any third party subject to the written consent of the Lessee and
its forfeiture of the first right of refusal (see clause 2 above), the Lessor shall ensure that the said
sale shall be subject to the terms of this Agreement being binding on such third-party buyer. It is,
however, agreed that the Lessor shall not sell the Demised Premises before the expiry of the
Renewed Term without the written consent of the Lessee.
l) If this Agreement is terminated contrary to the terms of this Agreement during the Term,
the Renewed Term (or any extension thereof) for any reason whatsoever, or otherwise
interrupted or interfered by Lessor or any person acting as principal or agent thereof, then the
Lessor shall hold harmless and indemnify the Lessee for any direct, indirect or consequential loss
incurred as a result of such termination or interference. The Lessee shall, in case of termination
of this Agreement in its sole discretion have the right to purchase the Hotel Suite at the price at
which the Hotel Suite was purchased and in addition, as compensation, pay five percent (5%)
straight-line annual gain on such purchase price which payment would be made within one
hundred and eighty (180) days of such termination.
m) That the Lessee shall exclusively be responsible for the affairs of the Hotel Suite, which
may include but shall not be limited to deciding/making the policies, rules, regulations, rates,
managing occupancy, day to day operations, human resource and any/all other aspects associated
with successfully managing and operating the business activities deemed fit by Lessee from time
to time, which shall be organized, managed and controlled by the Lessee according to its
established standards, regulations and proceedings in respect of all matters including academic,
administrative, financial and operational issues.
n) That the Lessor shall not be entitled to create any mortgage, charge, lien or encumber the
Hotel Suite during the Term or Renewed Term, without the written approval of the Lessee.
o) The Lessee shall be allowed to display sign boards, etc., at any place on the Demised
Premises in its sole discretion.
p) The Lessor acknowledges that this Agreement has been entered into by the Lessee on the
basis of authorities, undertakings, assurances, representations and warranties made by the Lessor
to the Lessee as contained in this Agreement.
8) The Lessee hereby represents and warrants to the Lessor that:
a) The Lessee shall make payment of the Lease Rental to the Lessor on time in accordance
with the terms and conditions of this Agreement.
b) The Lessee shall pay all related charges of the Demised Premised including but not
related to electricity, gas, telephone(s) fire brigade, water, conservancy etc., consumed in the
Demised Premises.
9) The Lessee shall at all times have the right to use, repair and replace pipes, ductwork,
conduits, utility lines and wires etc. through hung ceiling spaces, column spaces, and
partitions, in or beneath the floor slab or above or below the Demised Premises or other
parts of the Project Building.
10) Lessee shall keep the exterior and interior and other structures comprised in the Demised
Premises in good and tenantable condition. Any permanent or non- permanent structural
alteration required in the Demised Premises by Lessee, may be done so by Lessee at its
sole discretion and without the need for any prior approval from the Lessor, if and when
required for operations of the hotel/building in which the Hotel Suite is located. In case
the rent payment due under this Agreement remains unpaid for a continuous period of six
(6) months, the Lessor shall have a right to give notice to the Lessee detailing such
default of the Lessee (the “Notice”), The Lessor shall give the Lessee a written notice
(the “Notice”) to remedy/cure such breach within a maximum period of three (3) months
from the date of a such Notice to make such payment (the “Cure Period”). If the Lessee
fails to clear such payments within the Cure Period the Lessee shall, within 45 days after
the date of expiry of the Cure Period, be bound to buy back the Hotel Suite from the
Lessor at the price at which the property was purchased and in addition, as compensation,
pay 5% straight-line annual gain on the purchase price. The Parties further agree that in
such a scenario the Lessee shall have a right to either directly buy back the Hotel Suite
and/or instruct the Lessor to sell the hotel to the Lessees nominee.
11) MISCELLANEOUS PROVISIONS
a) Each of the provisions of this Agreement are several and distinct from the others. If any
term or provision of this Agreement or the application to any person or circumstance
shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons or circumstances other than those as to
which it is held invalid or unenforceable, shall not be affected.
b) Any notice required to be given under this Agreement shall be in writing and through
registered post or courier to the following address (or any other address notified in
writing by a Party):
If to the Lessor: _____________________________________________________
If to the Lessee: 92-B2, Gulberg 3, Lahore. Enaara Hospitality Pvt.Ltd
Such notice shall be sufficiently served if properly addressed and couriered to the other
Party at the address provided above.
c) The terms, conditions and covenants of this Agreement shall be binding upon and shall
inure to the benefit of the parties and their respective legal representatives and successors.
d) No waivers, alterations or modifications of this Agreement shall be valid unless they are
in writing and duly executed by both parties.
e) The Lessee shall at all times be entitled to in its sole discretion assign, transfer, convey all
rights and obligations under this Agreement to its subsidiary companies or associated
companies and/or any third party and the Lessor shall at all times facilitate such
assignment of right and/or obligations, including but not limited to, signing all necessary
Addendums or agreements (if any) by the lessor as may be required by the Lessee.
f) This Agreement represents the entire agreement between the Parties in respect of the
subject matter hereof and shall, accordingly, supersede all prior negotiations, documents
and correspondence in relation thereto.
g) No failure or delay in exercising any right or remedy hereunder shall operate as a waiver
thereof nor shall any single or partial exercise or waiver of any right or remedy preclude its
further exercise or the exercise of any other right or remedy.
h) Notwithstanding any other provision of this Agreement, a Party hereto shall not be
deemed to be in breach of this Agreement, or otherwise be liable to the other Party
hereof, for any delay in the performance or the non-performance of any of its obligations
under this Agreement, to the extent that the delay or non-performance is due to such
“Force Majeure” of which it has notified the other Party in writing. However, the Party
affected by Force Majeure shall take all steps reasonably possible to mitigate damages
and delays caused by such failure or delay. The Lessor shall be responsible for the entire
cost and expense of fixing, repairing, etc. any structural deficiency such as sewerage
problems inside the structure, constructional defects etc. which may be caused to the
Hotel Suite by any act of God or without wilful or gross negligence of the Lessee and
which may endanger the lives of the Hotel’s guests or operations of the Lessee. In the
event the Lessor fails to pay for such repair related costs within reasonable time after
intimation from the Lessee, then the Lessee shall have the right to have deduct cost for
rectification of such defects from any payments due under this Agreement. In the event of
Force Majeure whereby the Lessee is unable to make use of the Hotel Suite as
contemplated under this Agreement, the Lessee shall be relieved from making any
payments of Lease Rental for such period.
i) The recitals hereto shall form an integral part of this Agreement.
j) This Agreement shall be governed by the laws of Pakistan, and the competent courts in
Lahore shall have exclusive jurisdiction in respect hereof.
k) In case any dispute arises concerning this Agreement or the Lease, such dispute shall be
referred to arbitration under the provisions of the Arbitration Act, 1940. One (1) arbitrator
shall be appointed with the mutual consent of both Parties. The venue of arbitration shall
be Lahore and the language of arbitration shall be English. The arbitration award shall be
final and binding on the Parties.
l) That any or all rights, duties and obligations of the Parties shall be, at all times, binding
upon and incurred to the benefit of the respective successors and permitted assigns
thereof.
m) This Lease Agreement shall, with effect from the date hereof, be read and construed in
conjunction with the Agreement to Sell. Capitalized terms used herein without definition
shall have the meanings assigned to them in the Agreement to Sell.
n) This Agreement shall be executed in two counterparts, each of which shall constitute an
original but which shall together constitute one and the same instrument.
o) The Parties declare that they have fully understood, comprehended and have been
conveyed with the significance of the entire Lease Agreement in the presence of
witnesses and nothing has been concealed or cloaked therefrom or otherwise wrongly
represented inter se Parties, in any manner, whatsoever.
[BALANCE OF PAGE INTENTIONALLY LEFT BLANK FOR SIGNATURES]
IN WITNESS WHEREOF THE PARTIES HAVE SET THEIR HANDS BELOW:
For and on behalf of LESSOR For and on behalf of LESSEE
________________________ _____________________________
Signature: M/S Enaara Hospitality (Pvt) Ltd
Name:
CNIC No.
Witnesses:
1. __________________
Name:
CNIC No.:
2. __________________
Name:
CNIC No.
ANNEXURE A
Floor Plan
ANNEXURE B
Agreement to Sell
