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LEASE AGREEMENT
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This Lease Agreement of 3-A floor at SUVASTU SURAIYA TRADE CENTRE for exclusive use of marketing
business of textile chemicals is made and entered on this the 27th Day of June, 2019 of the Christian
Era;
BETWEEN
TSCO Power Limited, having its corporate office located at Level # t3/8, House # 2l-, Road # 17, Banani
C/A, Dhaka - 1-21,3, Bangladesh, and is represented by its Managing Director A.Z.M. Shofiuddin,
hereinafter called as the LESSOR (which expression shall, unless excluded by or repugnant to the
context andlor wherever the context so require or permit, mean and include his successors, heirs,
executors, administrators, legal representatives, nominees and assigns) as the FIRST PARTY;
----------Lessor
AND
HONG KONG NTCCA CHEMICAL LTD (DHAKA LIASON OFFICE). Ahmed Tower, 23rd Floor (West side)28
& 30 Kamal Ataturk Avenue, Banani, Dhaka-1213, Bangladesh and is duly and validly represented by
its General Manager, KOTARO TAKEUCHI, hereinafter referred to as the "Lessee" (which expression
shall, unless excluded by or repugnant to the context, include his legal heirs, successors-in-interest,
legal representative and assigns) of the OTHER PART or SECOND PARTY or LESSEE.
Lessee
NOW THIS DEED WITNESSES as follows:
WHEREAS, the LESSOR is the legal and undisputed owner of Floor 3'A of SUVASTU SURAIYA Trade
Center, a Commercial multi-storied Building being, lying and situated at Plot # 57, Road No. 21, Block
- B, Kamal Ataturk Avenue, Banani, Dhaka-1213, Bangladesh (hereinafter referred to as the
"Premises"); and
WHEREA.S the Premises is consisting of one partial floor consisting of 2,694.00 sft. open space at 3-A
(South-West) floor inclusive common space, lobby, stairs and lifts with 02 (Two) car Parking.
WHEREAS the Premises is serviced with Electric, Gas (As per govt. rules), Water and Sewerage
Connection.
WHEREAS the LESSEE upon personal inspection of the Premises is fully satisfied of the available
facilities as stated above; and
WHEREAS, the LESSOR desires to lease the Premises to the LESSEE upon the ternls and conditions as
contained herein; and
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WHEREAS, the LESSEE desires to lease the Premises from the LESSOR for exclusive use of Office to
accommodate it's expatriate and local staff-personnel on the terms and conditions as contained
herein;
NOW, THEREFORE, for and in consideration of the covenants and obligations contained herein and
other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties hereto hereby agree as follows:
1. TENURE OF LEASE:
The tenure of Lease in terms of the AGREEMENT shall be for a fixed term of 05 (Five) years
beginning on 01 August,201-9 and ending on 31st Ju|y,2024.
PROV|DED that this AGREEMENT will be subject to renewal on expiry of the said period by a
further period of one year or more years by mutual consensus of both the parties, provided
however that the monthly rent of the Demised Property shall be re-fixed on mutual accord of
both the parties before renewalof lease period. Extension or renewalof the lease period shall
not take effect if either of the parties disagrees to any of the clauses or conditions of this
AGREEMENT.
Monthly rent willstart due for payment bythe LESSEE with effective from 01August, 201.9for
commencement of the lease period as mentioned above, irrespective of the date of actual
occupation/possession.
2. RENT:
The LESSEE agrees to pay the LESSOR a monthly rent equivalent to the computed amount in
local currency at the rate of Taka 175.00 (Taka One Hundred Seventy Five) only as against each
square feet of occupied premises per month exclusive of the Service Charge as will be
determined by the Management of the suvASTU suRA|YA TRADE CENTRE from time to time
and shall be payable on or before the 10th day of each month. Currently monthly rent stand for
411,,450.00 (Four Lac Seventy-One Thousand Four Hundred Fifty only) and rent shall be
reviewed with 15% increase every 2 years interval. All payment will be made by Account payee
cheque on the name of TSCO Power Limited.
3. PAYMENT OF ADVANCE INCOME TAX (Alr):
The LESSEE shall deduct the computed amount of lncome Tax @ 5% (or as may be amended
from time to time by the NBR)from the monthly rent for payment the same to the lncome Tax
Authority as per Government Rule, and shall submit the deposit receipt to the LOSSOR.
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.a-*-. PAYMENT OF VALUE ADDED TAX (VAT):
The LESSEE shall pay in fullthe computed amount of Value Added Tax (VAT) as per the rules of
the Government from its own fund and submit the payment receipt to the LESSOR. The amount
of VAT paid by the LESSEE in account of the LESSOR shall not be deducted from the monthly
re nt.
5. ADVANCE DEPOSIT:
The LESSEE shall at the signing of this Iease Agreement deposit an advance equivalent to 10
(Ten) months'rent equivalent lo 47,1,4,500.00 (Forty Seven Lac Fourteen Thousand Five
Hundred only) as applicable for as security money, which however shall be refunded to the
LESSEE within L5 days upon expiry or termination of the AGREEMENT subject deduction /
adjustment of the following:
a). Default of rent payment (if any),
b). Loss or damage to the Premises or its furnishings (if any),
c). Required cleaning and repair cost of the Premises,
d). Outstanding maintenance cost (if any),
e). Arrears of the utility bills (if any), and
f). any other reason allowed by law.
USE OF PREMISES:
The LESSEE shall use the Demised Premises for the purpose exclusively office only and
must not use it for any other purpose without the written consent of the LESSOR. The
LESSEE shall not sublet this Premises or assign this Lease to any other persons without
the written consent of the LESSoR.
The LESSEE shall not use the Demised Premises or any part thereof for any residential
accommodation or as guest house or warehousing of any materials or equipment or
machineries;
The Lessee shall remain obligated to exclusively use the Demised Property for official
use, and shall not install or commission any machinery or equipment for manufacturing,
production, fabrication, alteration of any products or materials or warehousing;
The Lessee shall remain obliged not to construct any brick/RCC walls or any other
structural modification in the premises of the der:nised property of lease. However
a)
b)
c)
Schedule of Rent
l't August, 2019 to 31th July, 2021 1't August, 2o2Llo 31th July, 2023 1st August, 2O23 lo 3lth July,2024
Rent Amount - Tk, 4,71,450.00 Tk. 5,42,158.00 Tk.6,23,493.00
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7.
8.
temporary glass/ Thai Aluminum partition / encloser (without drilling the floor or Celling
or the walls), and interior design with hard or wooden/plastic wood may be constructed
by use of moveable wheels or rubber gasket only subject to obtaining LESSOR's prior
approval of the design in writing.
e) The Lessee shall remain obliged not to punch / drill / perforate the Columns, Beams,
Ceiling, RCC structure or the floor of the demised property for any purpose whatsoever
and upon termination of the period of AGREEMENT shall remain liable to handover the
demised property as has been taken over after singing the AGREEMENT.
CONDITION OF PREMISES:
The LESSEE is to give the LESSOR a written notice of defects of the Demised Premises within 03
(Three) days of taking possession. lf no such notice is given, the LESSEE accepts that the
Premises, its furnishing and appliances are in good order and condition.
HAZARDOUS MATERIALS:
The LESSEE agrees to not possess any type of personal property that could be considered a fire
hazard such as a substance having flammable or explosive characteristics on the Premises. ltems
that are prohibited to be brought into the Premises includes but is not limited to gas
(compressed), gasoline, fuel, kerosene, motor oil, fireworks, or any other related content in the
form of a liquid, solid, or gas.
NOTICE FOR EXTENSTON/TERMINATION OF AGREEMENT:
Either of the parties shall serve a notice of minimum 04 (four) months in advance to the other
if it intends to renew or terminate this AGREEMENT. Such notice in a written manner shall be
served in the addresses of the parties as mentioned in this AGREEMENT or may be handed over
personally by either of the parties or their representatives at those addresses. Such notice may
be served by mail as well in case of emergency.
UTILITIES AN D SERVICES:
The LESSOR agrees to provide the following services available to the officer for use of the
TENANT:
(a) Electricity
(b) Water & Sewerage
(c) Gas (As per Govt, rules)
(d) Waste Disposal.
9.
10.
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11. PAYMENT OF UTILITY BILLS AND SERVICES CHARGES:
a) ELECTRICITY BILL: There is a separate electric meter for individual floor and the bills are to
be paid by the LESSEE as per monthly bill given by DESCO.
b) GAS BILL: Gas bill will be paid by the LESSEE to Titas Gas Authority;
WATER & SEWERAGE BILL: Water & Sewerage bills/charges are excluded in the rent, and
the LESSEE shall be liable to pay these charges.
WASTE DTSPOSAL BILL: Bills/charges for Waste Disposal shall be paid by the LESSEE based
on the bills of the local service providers.
e) SERVICE CHARGE: The monthly service charge associated with common utility usage,
security and maintenance of the demised premises are excluded in the rent.
L2. COLLECTION & PAYMENT OF UTILITY BILLS:
The LESSOR shall be responsible for collection of the utility bills from the concerned authorities
and serve the bills to the LESSEE for payment. The LESSEE will make payment of the bills to the
LESSOR within 07 (seven) days of serving such bills. The LESSOR shall provide money receipt for
the amount paid and photocopy of the bills to the LESSEE showing proof of payment. lf any such
collection gets delayed for no fault of the LESSEE, and if any surcharge is levied due for such
delay, then the surcharge will be borne bythe LESSOR. ln case of the delay is due to the LESSEE
in making payment of the bills, the LESSEE will be liable to make good the entire surcharge levied
for the delay.
13. COMMON MAINTENANCE WORKS:
Servicing, Maintenance & Repair bills of Sub-station, Lift, Generator, Pump and maintenance
bill of water reservoir, Common Plumbing lines are to be shared equally by all the Owners of
the SUVASTU SURAIYA TRADE CENTRE in proportion to individual's possession and as these
charges are included in the rent, the LESSEE shall not be liable to pay these charges.
!4. SERVICE CONNECTIONS AND CHARGES OF THE DEMISED PREMISES:
Malntenrnce workl of thr Demlrcd Prcmlrrr toward. .lictrlc.l, plumbln8, Alr condltlonar,
Geysers & electrlcal lines and appliances shall be done by the LESSEE and any charges in these
connections are to be borne by the LESSEE with effect from the 15th day after the occupation to
ensure all are in working condition.
c)
d)
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15. UTILITY SERVICE RESTORATION COST:
ln case of any disconnection of the utility services effected/affected due to non-payment of
utility service charges by the LESSoR, the LESSOR will fully bear the restoration cost of the
connections. The same provision shall also be equally applied in respect to the LESSOR in the
event of default on the part of the LESSEE.
16. EXTENSION OF TIME LIMIT:
Under extremely unavoidable circumstances, the LESSEE may seek in writing an extension of
time limit for payment of the unpaid monthly rent and utility service charges for any reasonable
time. Such a request shall be made before expiry of the time limit. lt will be solely on the
discretion of the LESSOR whether to agree to such request.
L7. HARBORING ANTI-SOC!ALS:
The LESSEE shall not harbor any criminal or anti-social elements in the Demised Property or
entertain any ill-mannered, unruly visitors who may cause annoyance or disturbance to the
other occupants of the Trade Center. The LESSEE shall also not engage him/herself nor allow
any of his/her staff-personnel or visitors to reside inside the demised property or get engaged
in any unlawful, immoral, antisocial or subversive activity or public nuisance including noise
pollution (high volume audio/video sound, loud altercation, banging on walls and floors, etc.)
during the occupancy of the Demised Property.
18. HAZARDOUSACTIVITY:
The LESSEE shall not engage him/herself, nor allow any of his/her staff-personnel employed
with his/her organization to engage in any activity that might create any hazard to the premises
or to any fixtures and fittings of the building or to the compound of the Demised Property or to
the occupants thereof. ln the event of any such occurrence or attempt, the LESSOR shall have
the right to gain entry by any means into the Demised Property to take preventive or corrective
steps to combat the hazard or cause of the hazard.
19. HYGIENE AND SANITATION:
It will be the LESSEE's legal and moral obligation to keep the demised premises in good and
hygienic condition at all the times. He/she shall ensure neatness and cleanliness of the floor-
and wall-tiles of the floors including staircase and ensure that no permanent stain, scar or
damage mark is left on them. He/she shall also ensure that no staff-personnel working in the
demised property throws or keeps any refuse, garbage, filth or rubbish in any part of the
Demised Property or the compound thereof. lnstead, he/she will have those sent every day to
the collection point for collection by the conservancy staff.
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20. LEASENOTTRANSFERABLE:
It is explicitly understood that this lease agreement and any right created hereby is valid for the
LESSEE and his/her legally hired and appointed staff-personnel only, and is not transferable or
assignable to any other person. Hence the LESSEE cannot sub-lease, sublet, transfer, handover
or surrender the Demised Property or any part thereof to any other person or organization; and
nothing shall empower, enable or entitle the LESSEE to mortgage, pledge or any other manner
encumber the demised property or any part, thereof, to any person or authority.
2L. DEVIATION FROM PURPOSE:
The Demised Property will be used exclusively for purpose of operation of day-to-day activities
of the Country Office of the LESSEE only. No deviation from purpose for which it has been leased
to the LESSEE is permissible.
22. LESSEE's PERSONAL INFORMATION:
The LESSEE must provide copies of the documents forvalidation of the Company's authorization
from appropriate authority of the Government of Bangladesh for operation of its activities in
the country, which includes but not limited to Government Authorization, Trade and
lncorporation certificate, VAT Registration certificate, passport and work permit of the
authorized signatory of the Agreement, at the time of signing of the AGREEMENT.
ROUTINE REPAIR AND REPLACEMENT:
The LESSOR shall handover gas, electricity, water and sewerage connection to the LESSEE in a
good manner & up to date condition. The LESSEE shall carry out at its own cost, with prior
information to and consent of the LESSOR all routine repair and replacement of lines and fittings
of gas, electricity, water and sewerage including breakage or damage of Thai Aluminum, glasses
and fly-proof nets.
JOINT INSPECTION:
A joint inspection by both the parties or by their representatives shall be carried out before the
surrender of the Demised Property by the LESSOR to ascertain the extent of damage, if any. The
cost of damage shall be deducted from the Security Deposit upon both the party's
confirmations.
HANDING OVER OF VACANT POSSESSION OF THE DEMISED PROPERW:
on the explry of the lease perlod the LESSEE shall hand over to the LESSoR the Demlsed
Property intact and in the same condition as it was when the lease came into effect. At the time
of leaving the Demised Premises, the LESSEE may sell the interior decorations to the LESSOR, if
the LESSOR desire so.
23.
24.
25.
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27.
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DISPUTES AND ARBITRATION :
All disputes between the LESSEE and the LESSOR in relation to this agreement are to be amicably
settled, failing which an arbitrator is to be chosen by mutual consent of both the parties and
the decision of this arbitrator must be given due consideration by both the parties. ln case an
arbitrator cannot be chosen by agreement, or if the decision of the mutually chosen arbitrator
is not found agreeable, then the aggrieved party may seek an arbitrator from the Law Court as
per Arbitration Act of 2001 and the decision of the Court appointed arbitrator will be final.
ANTI-BRIBERY:
Both Parties agree that throughout the term of the agreement they will comply with all of their
obligations under any anti-bribery, fraud, kickback, or other similar anti-corruption law or
regulation of any country. Failure to comply with the provisions of any anti-bribery and/or
corruption laws and/or any breach of anti-bribery policy shall entitle the aggrieved party to
terminate this agreement immediately for material breach.
INDEMNIFICATION:
The LESSEE shall not be liable for any damage or injury to the LESSOR, or any other person, or
to any property, occurring on the Premises, or any part thereof, or in common areas thereol
and the LESSOR agrees to hold the LESSEE harmless from any claims or damages unless caused
solely by the LESSEE's negligence. lt is recommended that renter's insurance be purchased at
the LESSOIR's expense.
SEVERABILITY.
The invalidity of any provision in this Lease or of its application to any person or circumstance
as determined by any government agency or court shall in no way affect the validity of any other
provision hereof and all other terms of this Lease shall be valid and enforceable to the fullest
extent permitted by law. Furthermore, should a court find any clause in this Lease
unenforceable, the remainder of this Lease will not be affected and all other provisions in this
Lease will remain enforceable.
CHANGE OF OWNERSHIP:
ln the event of change of ownership of the demised property in near or distant future but within
the period of validity of the agreement, the LESSEE & the new owner shall execute a fresh deed
of Agreement without any material change of the contents of the present Agreement, and the
rerpontibility of the present LESSOR undcr the Agreement shall automatically be shifted upon
the new owner.
lN WITNESS WHEREOF both the LESSEE and the LESSOR have signed this Lease Agreement at their
own free will and without any inducement from any quarter on the day, the month and the year
written above in presence of the witnesses mentioned below:
28.
29.
30.
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SCHEDULE OF THE DEMISED PROPERTY:
One partial floor space at 3-A floor consisting 2,694.00 sft premises are situated at House # 57, Kamal
Ataturk Avenue, Banani Dhaka-1213 with 02 Parking space (which will be allotted before
commencement of deed), Generator room, substation room at level 3 of the building.
This lease agreement is tight in 9 (Nine) pages and is executed in 2 (two) original copies of non-judicial
stamp papers of Tk. 300 each, one for each of the parties. Both the copies shall be considered as single
and same document.
IN WITHNESS WHEREOF THE PARTIES HERETO HAVE PUT THEIR RESPECTIVE SIGNTURES HEREUNDER
ON THE DAY, MONTH AND YEAR AS WRITTEN ABOVE,
Signature of The LESSOR: Sisnature of The LESSEE:
& AZM Shofiuddin ?? -frpilh
KOTARO TAKEUCHI
Signature: Signature: S hanf:'b+lk , bt c,fu< i t+
^ (-) ffi- Witness 02: @->- Witness 02: t
Managing Director
Witness 01:
Name: Sarwar-e-Alam
Address: House-21, Road-l-7, Block-C, Banani, Dhaka-1213
Name: Khaled Mosaraf
Address: House-21, Road-17, Block-C, Banani, Dhaka-12L3
Signature:
Witness 03:
Name: Md. NurulAzim Rony
Address: House-21, Road-17, Block-C, Banani, Dhaka-1213
Signature:
General Manager
Witness 01:
Name: BtswAJ f Br+NlY-
Address: Ft**l 6A,Sheltacl.Sunayru, W t,ry t
Name:
Address:
Signature:
Witness 03:
Name:
Address:
Signature:
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