COMMON AREA MAINTENANCE (CAM) AGREEMENT
This Common Area Maintenance Agreement (this "Agreement") is made at __________ on __________.
BETWEEN
__________, of __________ (the "Landlord", which expression includes its successors in interest and permitted assigns);
AND
__________, of __________ (the "Tenant", which expression includes its successors in interest and permitted assigns).
The Landlord and the Tenant are each a "Party" and together the "Parties".
RECITALS
A. By a lease deed dated __________ (the "Lease"), the Landlord let to the Tenant the premises described in Recital B, forming part of the building known as __________ (the "Building").
B. The premises let under the Lease (the "Premises") are __________, at __________, in __________, admeasuring approximately __________ square feet of __________.
C. This Agreement records the terms on which common area maintenance services for the Building are provided to the Tenant, and the charges the Tenant pays for them. This Agreement creates no leasehold, sub-leasehold, tenancy or licence interest in favour of the Tenant in the Common Areas or in any other part of the Building, grants the Tenant no exclusive possession of any area, and does not amend, extend or vary the rent, the Term or any other provision of the Lease. Clause 2 states this in operative terms.
D. The Landlord has agreed to provide, or to procure the provision of, the CAM Services described in clause 3 for the Term, and the Tenant has agreed to pay the CAM Charges for them, on the terms of this Agreement.
NOW THIS AGREEMENT WITNESSES as follows.
- DEFINITIONS AND INTERPRETATION
1.1 "Common Areas" means the entrance lobbies, corridors, staircases, lifts and escalators, common toilets, security and reception areas, driveways, parking areas, landscaped areas, terraces and other areas of the Building that are not let or licensed to the exclusive use of any one occupant, together with the fire-safety, electrical, plumbing and other systems and equipment serving them.
1.2 "CAM Services" means the services described in clause 3.
1.3 "CAM Charges" means the charges computed under clause 4, as escalated under clause 5.
1.4 "CAM Year" means each period of twelve months commencing on the Effective Date and each anniversary of it, and, for the first and last such periods if shorter, that shorter period.
1.5 "Term" means the term of the Lease, including any renewal or extension of it that the Parties agree.
1.6 References to a statute are to that statute as amended or re-enacted, and as extended to the place where the Premises are situated. Headings do not affect interpretation. The singular includes the plural.
- NATURE OF THIS AGREEMENT
2.1 This Agreement is a contract for services and for the sharing of their cost between the Landlord and the Tenant. Nothing in this Agreement creates or is intended to create a leasehold, sub-leasehold, tenancy or licence interest in favour of the Tenant in the Common Areas or in any other part of the Building, or grants the Tenant exclusive possession of any area, and nothing in this Agreement amends, extends or varies the rent, the Term or any other provision of the Lease.
2.2 This Agreement is chargeable to stamp duty as an Agreement under Article 5(c) of Schedule I-A to the Indian Stamp Act, 1899, the residuary entry for an agreement not otherwise provided for, and not as a Lease under Article 35 or Article 36 of that Schedule, for the reason stated in clause 2.1. Clause 9 states the stamping and registration position in full.
2.3 If there is a conflict between this Agreement and the Lease, the Lease prevails on the rent, the Term, the extent of the Premises and every other subject the Lease governs; this Agreement prevails on the CAM Services and the CAM Charges, which the Lease does not deal with beyond referring the Tenant to this Agreement. The two are read together.
- CAM SERVICES AND THE CAM ADMINISTRATOR
3.1 Subject to this Agreement, the CAM Services are: cleaning and housekeeping of the Common Areas; security services and access control for the Building; operation and maintenance of the lifts and escalators serving the Common Areas; electricity for the lighting, ventilation and air-conditioning of the Common Areas and for their lifts, escalators and pumps; landscaping and horticulture; testing, maintenance and certification of the fire-detection, fire-alarm, sprinkler and other fire-safety systems serving the Building; pest control for the Common Areas; and general repair and upkeep of the Common Areas and of the plant and equipment serving them, fair wear and tear excepted.
3.2 The CAM Services are provided by __________.
3.3 Whoever provides the CAM Services under clause 3.2 may engage contractors and staff for that purpose and may change a contractor from time to time, shall use reasonable efforts to keep the CAM Services running without material interruption, and shall give the Tenant reasonable prior notice of an interruption it can foresee, other than an emergency.
- CAM CHARGES
4.1 The CAM Charges are computed on the following basis: __________.
4.2 Whoever provides the CAM Services under clause 3.2 shall maintain records of the CAM expenditure for each CAM Year in a form from which the CAM Charges can be verified, whichever basis clause 4.1 records.
- ESCALATION
5.1 __________.
5.2 An escalation under this clause is calculated on the CAM Charges payable immediately before the increase, takes effect from the first day of the month following completion of the relevant twelve-month period, and the escalated amount is then the CAM Charges for all purposes of this Agreement.
- PAYMENT AND DEFAULT
6.1 The CAM Charges are payable __________.
6.2 The CAM Charges are due on or before day __________ of the relevant month, or of the first month of the relevant quarter, as clause 6.1 requires, payable to whoever provides the CAM Services under clause 3.2, against a valid tax invoice where GST applies.
6.3 If the CAM Charges or any other sum due under this Agreement are not paid within seven days of the due date, the Tenant shall pay interest at __________ on the overdue amount from the due date until payment. Payment of interest does not cure a default.
6.4 If the CAM Charges remain unpaid for thirty days after written demand, whoever provides the CAM Services under clause 3.2 may, on fifteen days' further written notice, suspend a CAM Service that is not required by law or by the Lease to run without interruption; but shall not suspend security, fire-detection or fire-safety systems, a lift serving a floor with no other means of escape, or a service whose suspension would render the Premises unfit for the permitted use under the Lease, whatever the state of the Tenant's account, and shall restore a suspended CAM Service promptly on payment of the amount demanded.
6.5 Nothing in this clause entitles anyone to lock out the Tenant, remove its goods, or disconnect electricity or water supplied to the Premises themselves, as distinct from the Common Areas.
- TAXES
7.1 GST: __________.
7.2 The CAM Services are a taxable supply of maintenance and property-management services, distinct from the Rent, standard-rated under the goods and services tax law, and charged on a forward-charge basis where the person providing them is registered under that law, the Tenant claiming input tax credit on them subject to the ordinary conditions of sections 16 and 17 of the Central Goods and Services Tax Act, 2017. The reverse-charge treatment that applies, in specified circumstances, to the renting of commercial property by an unregistered landlord to a registered tenant is a provision about the Rent, and this Agreement does not treat it as extending by analogy to the CAM Charges: where the person providing the CAM Services under clause 3.2 is not registered under GST, the CAM Charges are accordingly treated as a supply outside the scope of that tax, and not as a reverse-charge liability of the Tenant. A future notification could change this position; confirm it again before relying on it for a period after the date of this Agreement.
7.3 TDS: The Tenant shall deduct tax at source from the CAM Charges under section 194C of the Income-tax Act, 1961, as a payment for carrying out work, including maintenance and other services, and not under section 194-I of that Act, deposit it within the prescribed time, file the prescribed statement, and furnish the certificate of deduction to whoever the CAM Charges are paid under clause 3.2. Where GST is charged and shown separately on the invoice, deduction under this clause is made on the amount excluding that tax. The current rate and the threshold below which no deduction is required are not stated in this Agreement, because both change with each Finance Act; confirm both before the first payment.
- TERM AND RELATIONSHIP TO THE LEASE
8.1 "Effective Date" means __________. This Agreement takes effect on the Effective Date and continues concurrently with the Term, unless earlier terminated under clause 6 (Payment and Default) of this Agreement.
8.2 This Agreement terminates automatically, without notice, on the expiry or earlier termination of the Lease, whichever happens first, and confers no right on the Tenant to occupy or use the Common Areas after that.
8.3 If the Lease is assigned, or the Premises are sublet with the Landlord's consent, this Agreement binds and benefits the assignee or sub-tenant in the same way as the Lease, and references in this Agreement to the Tenant then mean the assignee or sub-tenant.
- STAMP DUTY AND REGISTRATION
9.1 The Premises are in __________. This Agreement is chargeable with stamp duty as an Agreement under Article 5(c) of Schedule I-A to the Indian Stamp Act, 1899, as applicable in __________, for the reason stated in clause 2.1, and not as a Lease under Article 35 or Article 36 of that Schedule.
9.2 Article 5(c) charges a fixed fee, which is not stated as a rupee figure in this Agreement because it changes from time to time and the Punjab figure and the Chandigarh figure are not necessarily the same. Confirm the fee actually in force before the stamp is purchased — in Punjab at the SHCIL e-stamping counter or the office of the Sub-Registrar of the tehsil in which the Premises lie; in the Union Territory of Chandigarh at the SHCIL e-stamping counter or the office of the Collector, Union Territory of Chandigarh — and e-stamp through the Stock Holding Corporation of India Limited at shcilestamp.com before execution.
9.3 This Agreement is not compulsorily registrable under section 17 of the Registration Act, 1908, for the reason stated in clause 2.1. The Parties may nonetheless register it under section 18 of that Act, at their option and expense, and doing so does not turn this Agreement into a lease.
9.4 __________ shall bear the stamp duty on this Agreement and, if the Parties choose to register it under section 18 of the Registration Act, 1908, the registration fee and every other incidental charge of registration.
- NOTICES, DISPUTE RESOLUTION AND GENERAL PROVISIONS
10.1 Notices under this Agreement shall be given in the manner and to the addresses the Lease provides for notices under the Lease. Until either Party notifies otherwise in writing, that is the Landlord at __________ and the Tenant at __________.
10.2 __________.
10.3 The seat and venue of any arbitration under this Agreement, and the place of any court proceedings, is __________, and the courts at __________ have exclusive jurisdiction, subject to any arbitration agreed above. This Agreement is governed by the laws of India as in force at the place where the Premises are situated.
10.4 This Agreement, read with the Lease, is the entire agreement of the Parties about the CAM Services and the CAM Charges, and supersedes all prior discussion and correspondence on that subject.
10.5 No amendment is effective unless made in writing and signed by both Parties.
10.6 A failure or delay in enforcing a right under this Agreement is not a waiver of it, and a single or partial exercise does not prevent further exercise.
10.7 If any provision of this Agreement is held invalid or unenforceable, the rest continues in effect, and the Parties shall replace that provision with a valid one of the nearest effect.
10.8 This Agreement is executed in two originals, one for each Party, and in such further copies as registration under section 18 of the Registration Act, 1908 requires, if the Parties choose to register it.
IN WITNESS WHEREOF the Parties have executed this Agreement at __________ on __________.
SIGNED AND DELIVERED by the LANDLORD
__________
Signature: ______________________________
SIGNED AND DELIVERED by the TENANT
__________
Signature: ______________________________
WITNESSES
- Signature: ______________________________
Name: ______________________________
Address: ______________________________
- Signature: ______________________________
Name: ______________________________
Address: ______________________________