COMMERCIAL LEASE AGREEMENT
– BLACK MARLIN
RESORT.
This Commercial Lease Agreement (Lease) is entered into by and between
BELOILCO HOLDINGS LIMITED a limited liability company duly
incorporated in Switzerland, under Federal number CH-660-0307971-8
having its registered office at Chemin du Joran 6 A 1260 NYON, represented
by M. Patrick GRIN, administrator called the Lessor.
and
GENTION AG , St. Gallenstrasse 53, CH-9100 Herisau Switzerland
Represented by M. Dipak Batthi hereinafter called Lessee.
Lessor is the registered owner as Lessee for the term of ninety nine (99)
years of land and buildings that he makes available for lease designated
as Leased Premises and named Black Marlin Resort.
Lessor desires to lease the Leased Premises to Lessee, and Lessee desires
to lease Premises for the term, at the rental and upon the provisions set
forth herein.
GENTION AG designates MASAI MARA WILDERNESS LODGE LTD P.O.
Box 52096-00200, GAYATRI House - Masai Rd off. Mombasa Road Nairobi
KENYA for the local management in Kenya of the leased property as an
hôtel.
MASAI MARA WILDERNESS LODGE LTD is represented by M. Dipak
BHATTI
GENTION AG will delegate and assume all consequences and
responsabilities of MASAI MARA WILDERNESS LODGE LTD management in
Kenya for its account, relatively to the Lesssor, to the Administration,
liability to customers and employees, and respect of this contract.
MASAI MARA WILDERNESS LODGE LTD will aplly for and obtain all
necessary consents and licences from authorities for the use of the fully
licensed hotel and restaurant and any renewal thereof.
THEREFORE, it is agreed:
1/ Leased Premises
Leased Premises comprehend a parcel of land situate in Kilifi, Coast
Province, Mombasa within the Republic of Kenya containing by
measurement Six decimal four seven six (6.476) of a hectare or
thereabouts and known as Land Reference Number 13053, Kilifi Coast
Province being the premises comprised in the Title No. C.R.14391, on which
a resort has been constructed.
An inventory will be done before before beginning of the lease.
Further description is enclosed in annex one to the Lease.
2 / Term.
The Initial Term of the Lease shall begin at signature of this contract, with
duration of 5 years.
Lessor shall agree to a second term of five (5) years, provided Lessee has
performed entirely his obligations and a new rent has been mutually
agreed or in default valued by the arbiter.
Such demand from Lessee shall be expressed in writing not later than 90
days before the last day of first term of the Lease.
2/ Rent.
Lessee shall pay to Lessor during the Initial term rent of 40.000 Euros (€)
per year.
The first two years of rent are due and shall be paid in advance upon
signature of Lease.
The following years (third year and thereafter) shall be due and paid in
advance in Euros on the first day of each year during the lease term to
Lessor by transfer at the following bank account in Switzerland:
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From third year, Lessee shall also pay to Lessor a percentage of 4% on
the TURN OVER.
Rental amount is indexed on Swiss yearly inflation.
2
Security Deposit.
Lessee shall escrow in a dedicated bank account a sum of 50.000 Euros
(€) as "Security Deposit».
Lessor shall hold the Security Deposit without liability for interest and as
security for the performance by Lessee of all Lessee's covenants and
obligations under this Lease.
It is expressly understood that Lessee shall not consider the Security
Deposit an advance payment of rent.
Lessor may, without prejudice to any other remedy, use the Security
Deposit to the extent necessary to make good any arrearages of rent or to
satisfy any other covenant or obligation of Lessee, such default being
witnessed by an arbiter.
It is the arbiter responsability, on demand of the Lessor to witness any
failure to the contract obligations, evaluate the prejudice if any, and to
obtain the payment from security deposit to remedy to the failure.
Following any such application of the Security Deposit, Lessee shall pay to
Lessor on demand the amount so applied in order to restore the Security
Deposit to its original amount. If Lessee is not in default at the
termination of this Lease, Lessor shall return the balance of the Security
Deposit remaining after any such application to Lessee.
Use of Leased Premises
Lessee shall use Leased Premises exclusively as a fully licensed resort,
hotel and restaurants, discotheques and for holding conference only, with
possible medical facilities and assistance.
Lessee shall obtain through his management company in Kenya all
necessary consents and licences from the Kenyan administration thereof.
The business will be conduct in responsible and orderly manner.
Sublease and Assignment.
Lessee shall not have the right to assign or sublease this Lease in whole or
in part without Lessor's consent.
3
Visiting rights.
Lessor shall have the right to enter upon the Leased Premises to inspect
the same, provided Lessor shall not thereby unreasonably interfere with
Lessee's business on the Leased Premises.
Mainteance and repairs.
During the Lease term, Lessee shall make, at his expense, all necessary
maintenance and repairs to any part of Leased Premises, whether land,
buildings, equipment or furniture. In particular: Makuti roof, power
generator, fresh watermaker (desalinisator), pool pumps and equipments,
plumbing, kitchens, air conditioning devices, termites treatments.
Repairs shall include such items as routine repairs of floors, walls, ceilings,
and other parts of the Leased Premises damaged or worn through normal
occupancy.
Alterations and Improvements.
Lessee, at Lessee's expense, shall have the right, upon obtaining Lessor's
consent, to remodel, redecorate, and make additions, improvements and
replacements of and to all or any part of the Leased, provided the same
are made in a workmanlike manner and utilizing good quality materials.
Improvements, equipments, machinery, and installations, whether
acquired by Lessee at the commencement of the Lease term or placed or
installed on the Leased Premises by Lessee thereafter, shall remain
Lessor’s property, free and clear of any claim by Lessee, excepted for
medical installations and equipments.
Insurance.
Lessor shall maintain fire and extended coverage insurance on the
Building and the Leased Premises
Lessee shall maintain a policy of comprehensive general liability insurance
with respect to his particular activities in the resort with the premiums
thereon fully paid on or before due date.
Lessee shall provide Lessor with current Certificates of Insurance
evidencing Lessee's compliance with this Paragraph at signature.
4
Utilities.
Lessee shall pay all charges for water, sewer, gas, electricity, telephone
and other services and utilities used by Lessee on the Leased Premises
during the term of this Lease.
Lessee shall pay all taxes related to the management and operation of the
resort.
Lessor shall pay taxes related to ownership of the land.
Default.
In the event of a default made by Lessee in the payment of rent when due
to Lessor, Lessee shall have fifteen (15) days after receipt of written
notice thereof to cure such default.
In the event of a default made by Lessee in any of the other covenants or
conditions to be kept, observed and performed by Lessee, Lessee shall
have thirty (30) days after receipt of written notice thereof to cure such
default.
In the event that the Lessee shall fail to cure any default within the time
allowed under this paragraph, Lessor may declare the term of this Lease
ended and terminated by giving Lessee written notice of such intention,
and if possession of the Leased Premises is not surrendered, Lessor may
reenter said premises.
Notice
Any notice required or permitted under this Lease shall be deemed
sufficiently given or served if sent, return receipt requested, addressed as
follows:
/ Lessor: ……………………
/ Lessee: ……………………………
Lessor and Lessee shall each have the right from time to time to change
the place notice is to be given under this paragraph by written notice
thereof to the other party.
5
Termination
It is expressly agreed by Lessee that no indemnity or compensation for
goodwill shall be due by Lessor at termination of the Lease
Miscellaneous’
The top House will be permanently available for the Lessor’s use. The
lessee will have the use of the of Top house caves
The Beach houses will be available 8 days a year for the Lessee. The
period will be determined in advance so as not to disrupt Lessee activity.
Arbitration and applicable law
Any dispute between Lessor and Lessee arising from the Lease shall be
referred to the final arbitration of a single arbiter.
If the two parties do not agree in choosing this arbiter, this arbiter will be
designated by a Swiss court.
The Lease is governed by and construed in accordance with the law of
Switzerland.
Parties expressly waive any recourse against the arbitration award.
Signed in GENEVA
The ……………….. of April 2011
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Lessor Lessee
