Lease Deed, dated as of April 12, 2021, by and between Cambium Networks Private Limited and Mr. Jimmy Paymaster and Qualitas Property Consulting LLP
Exhibit 10.36
LEASE DEED
THIS LEASE DEED together with its schedules and annexures (hereinafter referred to as the “Lease Deed”) is executed at Bangalore on this the 12th day of April, Two Thousand Twenty One ( 12 - 04 - 2021) (“Effective Date”).
BETWEEN
Mr. Jimmy Paymaster, aged 59 years, residing at F. Madhu Kunj, 2/8, Artillery Road, Ulsoor, Bangalore 560008, holder of PAN: ABZPP1445L (hereinafter referred to as “Lessors 1”, which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include his legal heirs, administrators and permitted assigns) of the First Part
AND
M/s Qualitas Property Consulting LLP, a limited liability partnership registered under the Limited Liability Partnership Act, 2008, having LLPIN: AAA-6430 and its registered office at 3A S J R East Wood, East Wood Layout BA Harlur Road, Off Sarjapur Road, Bangalore 560102 and holder of PAN: AAAFQ3392B (hereinafter referred to as “Lessors 2”, which expression shall
unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and permitted assigns) of the Second Part
AND
Cambium Networks Private Limited, a company incorporated under the Companies Act, 1956, having CIN U74990KA2012PTC085236 and its registered office at 5th Floor, Quadrant 1, Umiya Business Bay Tower 2, Outer Ring Road, Kadubeesanahalli, Varthur Hobli Road, Bangalore East Taluk, Bangalore 560037 and holder of PAN: AAECC7182N, represented herein by its authorised signatory, Mr. Biju Kunjukunju, Vice President – India Engineering Operations referred to as the “LESSEE”(which expression shall unless excluded by or repugnant to the subject or context thereof be deemed to include its successors and permitted assigns) of the Third Part.
Hereinafter, (i) Lessoe 1 and Lessors 2 will be collectively referred to as the “Lessors”, and (ii) “Parties” will mean a collective reference to the Lessors and the Lessee and “Party” will mean any of them.
WHEREAS:
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NOW THEREFORE THIS LEASE DEED WITNESSETH AS FOLLOWS:
In consideration of the monthly rent herein reserved (Rent) and payable by the Lessee and of the mutual covenants of the Parties under this Lease Deed, the Lessors hereby agrees to grant on lease unto the Lessee and the Lessee agrees to take on lease the Demised Premises on the
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terms and conditions contained in this Lease Deed with easements, rights and advantages appurtenant thereof from the Effective Date as defined hereunder (“Lease”).
The Lessors has on the Effective Date granted possession to the Lessee to enter upon the Demised Premises from for the purpose of enabling the Lessee to undertake its fitouts on the Demised Premises.
The tenure of lease shall be for a period of 5 (Five) years (“Lease Term”) from the Lease Commencement Date (hereinafter defined). The Lessee will be entitled to renew the lease of the Demised Premises upon expiry of the Lease Term for further terms of two (02) years each (each, an “Additional Term”) as laid down in Clause 6 by providing to the Lessors at least 4 months’ notice (prior to the expiry of the Lease Term) in writing of such intention to renew the lease of the Demised Premises; and the Lessors will, in this regard, execute fresh lease deeds in favour of the Lessee.
The Lease shall commence from the Effective Date (“Lease Commencement Date”) which is 12th day of April, 2021 and shall thereafter be registered.
Rent for the Demised Premises shall be payable commencing from 10th May 2021 (“Rent Commencement Date”).
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The lock-in period is for an initial 5 (five) Years from the Lease Commencement Date (“Lock-in Period”), it being clarified that there shall be no Lock-in Period in any Additional Term. If during the Lock-in Period, this Lease Deed is terminated (i) by the Lessee not for the reasons mentioned in Clause 18(b)(i), or (ii) by the Lessor in accordance with Clause 18(b), then the Lessee shall be obligated to pay the Rent for the unexpired portion of the Lock-in Period.
On expiry of the Lease Term, the Lessee shall have the sole option to renew the lease of the Demised Premises for an Additional Term(s) on the mutually agreeable terms and conditions by way of execution and registration of a fresh lease deed. The Lessee shall provide written notice conveying its intention of such renewal of the Lease to the Lessors at least 4 (Four) months prior to the expiry of the Lease Term and the Lessee and the Lessors shall execute and register fresh lease deed for the Additional Term. It is hereby clarified that there shall be no Lock-in Period applicable nor shall any additional security deposit be payable by the Lessee for such Additional Terms.
For any extension of the Lease Term beyond 5 years from the Effective Date, the Parties shall agree to such extension on the basis of fresh lease deed only.
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The Rent above reserved for the Demised Premises shall be subject to enhancement at the rate of 7% (Seven percent) for 2nd and 3rd year (i.e., commencing from the 13th month and 25th month respectively) on the last paid Rent from the Lease Commencement Date. There shall be no escalation on 4th year (i.e., from the 37th month to the 48th month). In the 5th year (i.e., commencing from the 49th month) Rent shall be enhanced at the rate of 15% (Fifteen percent) on the last paid Rent. There shall be no escalation on/increase of the Security Deposit (hereinafter defined) applicable whether during the Lease Term or any Additional Term thereafter.
The Lessee is required to pay to the Lessors an interest free fully refundable security deposit of Rs. 63,37,500 (Rupees Sixty Three Lakhs Thirty Seven Thousand Five Hundred only) equivalent to the Rent for a period of 10 months (“Security Deposit”).
The Security Deposit equivalent to 3 months’ rent amounting 19,01,250/- (Rupees Nineteen Lakh One Thousand Two Hundred and Fifty Only) has been partially paid as follows:
receipt of which is hereby acknowledged and accepted by the Lessors.
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The Lessee shall pay the balance of the Security Deposit equivalent to 7 months’ rent amounting to 44,36,250/- (Forty-Four Lakh Thirty-Six Thousand Two Hundred and Fifty Only) simultaneously at the time of signing this Lease Deed as follows:
Upon expiry of the Lease Deed or earlier termination of this Lease Deed, the Lessors shall refund the entire Security Deposit to the Lessee simultaneous to the Lessee handing over the vacant and peaceful possession of the Demised Premises (save reasonable wear and tear) to the Lessors. In the event of failure to refund the Security Deposit, the Lessors shall be liable to pay interest @ 18% p.a. till actual payment and the Lessee shall be entitled to retain the possession of the Demised Premises without being liable to pay Rent and be exempt from any liability to the Lessors in any manner. However the Lessee is liable to pay for the maintenance, electricity and chiller charges during this duration.
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b) Electricity and chiller charges to be paid on or before the 10th day of every month for the previous month upon submission of electricity bill/consumption details.
The Lessee shall during the entire period of Lease attend to all routine day to-day maintenance of the Demised Premises at its own cost.
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a). The Lessee shall have an exclusive and lawful use and occupation of the Demised Premises during the Lease Term. The Lessee shall have unlimited access to the Demised Premises 24 hours a day, 7 days a week and 365 days a year, throughout the Lease Term and shall use the Demised Premises for the purpose of its business purpose as may be permissible in law and shall not carry out any illegal activity. Further the Lessee shall not store any hazardous, contraband or inflammable articles in the Demised Premises other than such articles required by the Lessee for its business purpose.
a) The Lessors are the absolute owners of and have clear title to the Demised Premises and the right and authority to grant on Lease the Demised Premises in favour of the Lessee on the terms contained herein for commercial use thereof by the Lessee and the Lessors have obtained all the necessary statutory permissions, approvals, sanctions and clearance from the concerned authorities, and the Lessors have met all building code and occupancy requirements for the Lessee`s use. The Lessors shall indemnify and keep the Lessee indemnified in respect to the above.
b) The Demised Premises is free from any pending litigation, third party claims, acquisition proceedings and any encumbrances, whatsoever and the Lessors have not entered into any arrangement and/or agreement with any third person/persons for providing rights, use, occupation, access, etc., of the Demised Premises to which the Lessee is entitled to under this Lease Deed.
c) The Lessors have obtained requisite municipal permissions, sanctions and approvals from all concerned authorities for use of the Demised Premises for the commercial business purpose to suit the business activities of the Lessee as permitted under laws.
d) The Building is constructed strictly in accordance with the building plan, sanctioned and approved by the concerned authorities. The Lessors have not committed any breach of any statutory/municipal regulations or contractual obligations or of any applicable laws with respect to the Demised Premises.
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e) The Lessors have obtained all the required permission for utilities in the Demised Premises and all required clearance/approvals from the Central/State/local authorities for the use of the Demised Premises by the Lessee.
f) The Lessors shall co-operate with the Lessee by way of issuing NOC`s providing any documents in connection with the Demised Premises to enable the Lessee to get the Demised Premises registered under the provisions of the various laws as applicable.
g) The Lessee paying the Rent and other charges payable hereunder, if any, regularly and duly observing and performing the terms and conditions herewith, shall be entitled for a quiet and peaceful enjoyment and possession of the Demised Premises during the Lease tenure, without any obstructions interruption or disturbance from the Lessors or any person claiming through or in trust for the Lessors or otherwise.
h) The Lessors shall be responsible and liable to comply with all applicable laws for the possession, installation and use of the furniture, fixtures and facilities in the Demised Premises.
i) The Lessors shall ensure that the Lessee at all times during the currency of this Lease enjoys exclusive and peaceful possession of the Demised Premises. They shall insure and keep in full force the insurances relating to the Demised Premises, to full reinstatement value, with reputed insurance companies against all commercial general liability and all insurable risks to the Demised Premises, including without limitation, damage to or destruction of the Demised Premises due to natural disasters, acts of God, fires, acts of terrorism, civil commotion and aerial and other accidents, any other Force Majeure Event, etc., during the Lease Term and any Additional Term. All damage shall be repaired by the Lessors and the Demised Premises reinstated at the cost of the Lessors as soon as reasonably possible, the Lessors utilising all available insurance proceeds for such purpose. The Lessors shall furnish the Lessee with a certificate of insurance showing coverage in place with at least 30 (thirty) days’ prior written notice to the Lessee if the policies are to be cancelled, renewed or materially altered so as to affect the coverage of
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the policies. The cost for the same, which shall be based on market rates will form part of the maintenance charge payable by the Lessee as per Clause 10.
j) The Lessors shall not object to the Lessee engaging its own security personnel in respect of the Demised Premises during the Lease Term who shall be based in the Demised Premises.
k) The Lessors shall accommodate any requests by lessee for access to the premises for getting the premises ready by installation of UPS, getting internet connectivity etc.
l) The Lessors does not have any liability for any taxes, or any interest or penalty in respect of the Demised Premises, of any nature that may be assessed against the Lessee or become a lien against the Demised Premises. All property taxes, electricity, water charges and all other outgoings in respect of the Demised Premises prior to the handover of the Demised Premises have been properly remitted by the Lessors and there are no arrears, outstanding dues etc. as on the Lease Commencement Date.
m) The Lessors shall observe and perform all the terms and necessary conditions, agreements, covenants and provisions on which the Lessee occupies the Demised Premises and shall not do, omit or suffer to be done anything whereby the Lessee’s right to occupy the Demised Premises is hindered, forfeited or affected in any prejudicial manner.
n) During the Lease Term, the Lessors shall ensure that entrance is provided to the Lessee for the Demised Premises to ingress and egress without causing hindrance or obstructing the free movement. The entrance and passage so provided shall be common and will be shared with other tenants of the Building and to be used by the Lessee, its employees, visitors, agents and contractors.
o) Except for the period of subsistence of a Force Majeure Event (hereinafter defined), the Lessors shall at all times, from the Lease Commencement Date to the expiry of the Lease Term or the prior determination thereof, ensure that the Lessee enjoys quiet, unhindered and peaceful possession of the Demised Premises according to the terms of this Lease Deed which includes the provision of all amenities such as power (1.0 KVA of power for
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every 100 square feet of the Demised Premises including air conditioning load) and water supply, 100% backup power, lifts, escalators, lighting, security, air conditioning etc. at all times. The Lessors shall at its own cost attend to all major structural repairs of within the Demised Premises within 15 (fifteen) days of such defect / damage being notified by the Lessee to the Lessors in writing and at their cost and ensure the replacement of the defect/damaged parts, unless the damage is caused due to the negligence of the Lessee. In case the Lessors fails to arrange for the repairs within the period of 15 (fifteen) days thereof, the Lessee shall be at liberty to carry out the same at its cost and recover the entire cost from the Lessors, by deducting any costs incurred for such repairs from future Rent payable by the Lessee to the Lessors from time to time subject to receipt of bills incurred by them.
p) The non-fulfillment of any of the above representations and warranties shall be deemed as breach of this Lease Deed by the Lessors, unless (i) the Lessee is solely responsible for such breach; or (ii) such breach is caused by a Force Majeure Event.
The Lessee hereby covenants with the Lessors as follows:
a) To observe and perform all the terms and conditions, covenants and provisions of the Lease Deed to be observed and performed by the Lessee;
b) To regularly pay Rent at the time and in the manner aforesaid; subject to deduction of income tax at source, as applicable under the Income Tax Act, 1961, within the time stipulated herein and issue appropriate TDS Certificate to the Lessors for tax deducted at source;
c) To use the Demised Premises only for business and allied purposes and not for any other illegal purpose;
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d) On termination or expiry of the Lease the Lessee shall be required to reinstate the Demised Premises to the original condition. The Lessee shall, at the expiry or termination of the Lease Deed, have the right to remove any and all Lessee’s improvements from the Demised Premises. However, the Lessee shall be liable to pay Lessors for any damages caused to the Demised Premises while removing their improvements from the Demised Premises, as mutually agreed between the Parties. The Lessors shall not be liable to reimburse the cost of the Lessee`s property which remains in the Demised Premises.
e) Not to do or suffer to be done anything whereby the Lessors‘s rights in respect of Demised Premises or any part thereof are prejudiced or adversely affected.
f) To permit the Lessors, its representatives and/or agents after receipt of twenty four (24) hours prior notice, to enter into the Demised Premises during working hours for the purpose of inspection of the Demised Premises and to carry out any repairs to the Demised Premises.
g) The Lessee shall keep the passages, common areas free from any debris, construction materials, security desks, office equipment, or anything that hinders free movement.
i) The Lessee shall register this Lease Deed with the Jurisdictional sub-registrar’s office and shall pay stamp duty, registration charges and any other charges for the purpose of registering this Lease Deed.
a) The Lessors shall indemnify, defend and hold the Lessee harmless during Lease Term against any demands, claims, actions or proceedings that may be initiated against the Lessee or any losses, claims, charges, costs, expenses, damages suffered or incurred by the Lessee or any judgments or orders passed against the Lessee due to (i) any defect in title of Lessors to the Demised Premises; (ii) any breach of terms of the Lease; (iii) any misrepresentation or breach of any of the representations and warranties of the Lessors; (iv) any breach or non-fulfilment of any condition, covenant or undertaking of the Lessors;
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and (v) non-compliance with permissions/clearances/ taxes and other statutory dues required for occupation of the Demised Premises or applicable laws in respect of the Demised Premises, resulting in Lessee being prevented from using the Demised Premises.
b) Lessors shall indemnify, defend and hold the Lessee harmless during the Lease Term against any demands, claims, actions or proceedings that may be initiated against the Lessee, and/ or in respect of the Demised Premises.
c) Lessee shall indemnify, defend and hold the Lessors harmless during Lease Term against any claims, damages, charges, expenses, costs, losses or injuries arising out of or relating to: (i) any breach of terms of the Lease; and (ii) any act or omission of the Lessee which results in violation of its legal, statutory, regulatory or other duty or obligation in connection with the use of Demised Premises.
d). Save and except any liquidated damages which may be agreed between the Parties in the future, neither Party will be liable to the other for any incidental, consequential, penal, exemplary or the like damages, or any direct or indirect loss of profits or business or opportunity or any action in tort even if advised of the possibility of such claims.
The Lessee may as a result of an acquisition; reorganization; definitive scheme, arrangement, undertaking or agreement with respect to any of its assets or liabilities; merger; de-merger or consolidation assign / novate this Lease to any third party with the prior approval of the Lessors at any time, which approval shall not be unreasonably delayed or withheld by the Lessors. In case of such assignment / novation, the third party shall be bound by all the terms of the Lease Deed and the Lessee shall be released from all obligations under the lease.
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The Lessee shall deduct the TDS only on Rent and Maintenance Charges. TDS is currently not applicable on Electricity and BTU Charges.
Neither Party shall be liable for any breach resulting from:
(each of such events to be referred to as “Force Majeure Event”). Where the Demised Premises is unable to be accessed physically or equipment/servers remotely or used by the Lessee for a period in excess of 60 (Sixty) days due to destruction/damage or government restrictions, then the Lessee may, notwithstanding the Lock-in Period and
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without prejudice to its rights under any provisions of this Lease Deed, terminate this Lease Deed with 30 (Thirty) days’ notice to the Lessors in writing and upon expiry of the said 30 (Thirty) days, this Lease Deed shall stand terminated immediately subject to Clause 9 and the refund of the Security Deposit and any other deposit by the Lessors (including the Maintenance Deposit by the Maintenance Service provider) to the Lessee.
Notwithstanding the above, in case of destruction or damage to the Demised Premises, the Lessee requires the Lessors to restore the Demised Premises the Lessors shall endeavor to the satisfaction of the Lessee, to restore and reinstate the Demised Premises within the shortest possible time taking into consideration the nature of repairs required to be done, during which time the rent and other charges pertaining to use of Demised Premises shall not be payable until the Demised Premises is made ready for use and occupation by the Lessee. In the event the Demised Premises or any part thereof has been rendered unfit for use during such period, the Lessee shall be at liberty to request the Lessors to provide alternative premises to the sole satisfaction of the Lessee.
In the event of any dispute or difference arising between the Lessors and the Lessee hereto concerning or relating to the interruption of these presents or the interpretation of effect of any provisions thereof or relating to the liability or obligation on the part of any of the parties hereto, the same shall be referred to arbitration in accordance with the provisions of the Arbitration and Conciliation Act, 1996 (or any statutory modifications or re-enactments thereof for the time being in force) before an arbitral tribunal of three arbitrators where the Lessors (acting jointly) and the Lessee will each be entitled to appoint one arbitrator and the two arbitrators so appointed will nominate the presiding third arbitrator. The award passed by the majority of arbitrators shall be binding on the Parties. The seat of arbitration will be Bangalore and the arbitration proceedings conducted in English. The arbitral panel will award costs of the arbitration.
Subject to the preceding paragraph, the courts in Bangalore shall have exclusive jurisdiction over any dispute, differences or claims arising out of this Lease Deed.
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This Lease Deed and any other document connected to this Lease Deed between the Parties shall be governed and construed in accordance with the laws of the Republic of India.
This Lease Deed shall constitute the entire agreement and understanding with respect to the subject matter hereof and shall supersede all prior discussions, representations or agreements between the Parties.
No modification, amendment or waiver of any of the provisions of this Lease Deed shall be effective unless made in writing specifically referring to this Lease Deed and duly signed by each of the Parties.
Any notice to be issued either to the Lessee or to the Lessors shall be addressed and sent to their respective addresses mentioned in this Lease Deed by R.P.A.D or by certificate of posting or by personal hand delivery to the addressees of the Parties shown in this Lease Deed or by electronic mail to the following email address:
Lessors 1: ***@***
Lessors 2 : ***@***
Lessee ***@***
Or to such other address as either Party may, for this purpose have intimated to the other in writing.
SCHEDULE 'A’
(Description of the Large Property)
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All that piece and parcel of commercially converted land bearing Survey Nos. 10/1A, 10/3, 10/1B, 10/2 measuring in all about 69,906 sqft along with 6,313 sqft and Survey No.11 measuring 76,219 sqft undivided share in the internal roads and common entrance in the Cessna Business Park, Comprising of Lands in situated at Kadubeesanahalli Varthur Hobli Bangalore East Taluk
East: Internal Road;
West: Lands in Survey No.10/1B
North: Lands in Survey No.10/1A, 10/2 and 11 (Business Bay –I);
South: Property belonging to Mr. Chatrabhuj Bassarmal Pardhanani
SCHEDULE ‘B’
(DEMISED PREMISES)
ALL THAT PIECE AND PARCEL of the building admeasuring 9,750 sqft of super built up area on the 5th Floor of the Building Umiya Business Bay – Tower 2, comprising of 8 levels (2nd to 9th Floors) of office space within Cessna Business Park situated on Maratahalli - Sarjapur Outer Ring Road, Bangalore East Taluk 560 037.
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IN WITNESS WHEREOF THE PARTIES HERETO HAVE EXECUTED THIS DEED OF LEASE AT BANGALORE ON THE DAY AND YEAR FIRST ABOVE WRITTEN.
By “Lessor No. 1”
/s/ Jimmy Paymaster
Mr. Jimmy Paymaster
For “Lessor No. 2”, M/S QUALITAS PROPERTY CONSULTING LLP
/s/ Raghavendra Krisnamurthy
Mr. Raghavendra Krishnamurthy
Designated Partner
For the “Lesses”, Cambium Networks Consulting Private Limited
Represented by its Authorised Signatory,
/s/ Biju Kunjukunju
Mr. Biju Kunjukunju
Vice President – India Engineering Operations
in the presence of:
WINTESSES:
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Annexure A
Scope of work for Maintenance Services (by the Service Provider / Developer)
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Sl.No | Description |
1 | Facility Management |
| Charges towards providing Professional Management Services by deputing qualified and experienced to manage the common area of the entire facility |
| 1.Facility Manager |
| 2.External Building Security |
| 3. External Façade & Maintenance |
| 4.Road within the compound housing “the Premises “ and the road up to the entrance security kiosk |
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2 | Engineering Services (For Common Area ) |
| Charges for professional operation and maintenance services by deputing technically qualifies and experienced |
| 1.Electrical Supervisor & Technicians |
| 2.A/C technicians |
| 3. DG operators |
| 4. Plumber |
| 5. STP Operations |
| For operating and maintenance of all HT/LT electrical installations, DG sets, A/C units, Fire Alarm and communication systems etc |
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3. | Common area House – Keeping Service |
| Charges for rendering professional house – keeping services by deputing experienced House Keeping Supervisors and Staff for cleaning and maintenance of the common area and outside the premises |
| Common area includes: |
| Staircases, Lifts, Lift Lobbies, Service Lobbies, Ducts, DGs, Electrical Room, Pump room, OHT and UG sumps |
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4 | Toilets Maintenance: |
| Toilets will be maintained by Lessee within the office space |
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5 | Maintenance of AHU & Electrical room ( within the office floor ) |
| Maintenance of AHU & Electrical room |
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6 | Pest & Rodent Control Service |
| Charges towards carrying out pest and rodent control treatment for common areas. |
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7 | Landscaping Services |
| Charges towards deployment of gardener for maintaining the landscape area |
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8 | AMC Charges |
| 1. DG |
| 2. A/C Chillers and AHU |
| 3. Transformers |
| 4. Electrical Panels |
| 5. Security System ( in the common area ) |
| 6. Lifts |
| 7. HSD Yard |
| 8. Pumps |
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9 | Power Charges of common areas of the building proportionate on the super built up area leased by the tenant shall be included in this scope of maintenance |
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