TENANCY AGREEMENT
(OFFICE)
DATED THIS 14 DAY OF MARCH 1996
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BETWEEN
UOL PROPERTY INVESTMENTS PTE LTD
...Landlord
AND
NOVELLUS SINGAPORE PTE LTD
...Tenant
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TENANCY AGREEMENT
(OFFICE)
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C:\WPDOC\UOL-PROP.INV\OFFICE.LSE\NOVELLUS\NOVELLUS.LSE (8 January 1996)
▇▇▇▇▇ ▇▇▇ & PARTNERS
ADVOCATES & SOLICITORS
▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
#▇▇-▇▇ ▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
CONTENTS
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CLAUSE HEADING PAGE
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1. INTERPRETATION 1
2. DEMISE, COMMENCEMENT AND RENEWAL 3
3. TENANT'S COVENANTS 3
3.1 RENTS 3
3.2 PAYMENT OF INCREASED MAINTENANCE 4
AND SERVICE CHARGES
3.3 DEPOSIT 6
3.4 INCREASE IN PROPERTY TAX 7
3.5 UTILITY CHARGES 7
3.6 INSURANCE 8
3.7 PERMITTED USE OF DEMISED PREMISES 9
3.8 REPAIR AND USE OF DEMISED PREMISES 9
3.9 ALTERATIONS 10
3.10 DAMAGE TO DEMISED PREMISES 11
3.11 TO PERMIT LANDLORD TO INSPECT 11
3.12 TO PERMIT LANDLORD TO ENTER AND REPAIR 11
3.13 NO ASSIGNMENT 12
3.14 ACCESS TO DEMISED PREMISES 12
3.15 REQUIREMENTS OF PUBLIC AUTHORITIES 12
3.16 REPAIR OF CHATTELS 12
3.17 PROPERTY IN CHATTELS 13
3.18 REPAIR ON TERMINATION OF TENANCY 13
3.19 COSTS INCURRED BY LANDLORD 13
3.20 PAYMENT OF GOODS AND SERVICES TAX 14
ii.
CLAUSE HEADING PAGE
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3.21 INDEMNITIES BY TENANT 14
4. LANDLORD'S COVENANTS 15
4.1 QUIET POSSESSION 16
4.2 PROPERTY TAX 16
4.3 MANAGEMENT OF COMMON AREAS 16
5. LANDLORD NOT LIABLE 17
5.1 NO CLAIM BY TENANT 17
5.2 ACCIDENTS 18
6. PROVISOS 18
6.1 PROVISO FOR RE-ENTRY 19
6.2 LANDLORD'S RIGHT TO REMEDY 19
TENANT'S DEFAULT
6.3 INTEREST ON MONEY OVERDUE 20
6.4 LANDLORD'S RIGHTS AGAINST 20
TENANT'S GOODS
6.5 WAIVER 21
6.6 ALTERATIONS TO ADJOINING 21
PROPERTIES AND BUILDING
6.7 PARKING FACILITIES 21
6.8 NOTICES 21
6.9 COSTS OF TENANCY 22
6.10 INSPECTION BY PURCHASERS/TENANTS 22
6.11 EFFECT OF RULES AND REGULATIONS 23
iii.
CLAUSE HEADING PAGE
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6.12 RULES AND REGULATIONS 23
6.13 EXCLUSION OF IMPLIED TERMS ETC 23
6.14 EASEMENTS 24
6.15 LIMITATION OF LANDLORD'S OBLIGATIONS 24
6.16 PUBLIC ADDRESS SYSTEM 24
6.17 TERMINATION OR ABATEMENT ON DAMAGE 25
6.18 RIGHT TO ▇▇▇▇▇▇▇▇ ▇▇
▇. GOVERNING LAW AND SUBMISSION TO JURISDICTION 26
SCHEDULE A 27
- CHATTELS AND FITTINGS IN DEMISED
PREMISES
SCHEDULE B 28
- RULES AND REGULATIONS OF THE BUILDING
ANNEXURE 36
- PLAN OF DEMISED PREMISES
THIS AGREEMENT is made the 14 day of March 1996
BETWEEN
1. UOL PROPERTY INVESTMENTS PTE LTD, a company incorporated in the
Republic of Singapore and having its registered office at ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, #▇▇-▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called the
"Landlord") of the one part;
AND
2. NOVELLUS SINGAPORE PTE LTD, a company incorporated in the Republic of
Singapore and having its registered office at ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇, #▇▇-▇▇
▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter called the "Tenant") of the
other part.
NOW THIS AGREEMENT WITNESSES AS FOLLOWS:-
1. INTERPRETATION
In this Agreement where the context admits or unless the contrary
intention appears:-
(a) "Building" means the building located at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and known as UNITED SQUARE in which the Demised
Premises are located and refers to each and every part of the
Building, and the car parks, service, loading and any other
areas the use and enjoyment of which are appurtenant to the
Building;
(b) "Business Day" means a day when banks in Singapore are open for
business (excluding Saturdays, Sundays and public holidays);
(c) "Business Hours" means the hours between 8:00 a.m. and 6:00 p.m.
on weekdays and 8:00 a.m. and 1:00 p.m. on Saturdays (Sundays and
gazetted public holidays excepted) or such hours as the Landlord
may prescribe at any time and from time to time;
(d) "Chattels" means the chattels and fittings an inventory of which
is annexed as Schedule A;
(e) "Common Area" means those parts areas premises and facilities of
and in the Building which are not demised or intended to be
demised to the Tenant or to any other tenant and which are now or
hereafter provided for the common or general use by or benefit of
tenants of premises in the Building and their respective employees
agents customers and invitees in common with the Landlord and all
other persons having the like right to use the same (including but
without limiting the generality of the foregoing all roads walls
walkways
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pavements passages entrances courts vestibules halls toilets
stairways elevators and gardens and such other areas amenities
ground and conveniences) but shall exclude all the car parks in
the Building.
(f) "Demised Premises" means all that premises known as ▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, #▇▇-▇▇/▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, and containing an
area of 273.04 square meters/2,939 square feet on the twenty-first
storey in the Building, the boundaries and location of which are
shown in the plan attached as the Annexure, excluding the exterior
faces of external walls, the exterior faces of boundary walls and
the roof;
(g) "Landlord" means and includes the Landlord and its successors and
assigns and all persons entitled to the reversion immediately
expectant upon the determination of this Agreement;
(h) "Outgoings of the Building" shall have the meaning ascribed in
Clause 3.2.2;
(i) "Rents" means the rent, hire charge and maintenance and service
charge payable by the Tenant in accordance with Clause 3;
(j) "Rent Payment Dates" means 1 January, 1 April, 1 July and 1
October of each year and "Rent Payment Date" refers to each such
date;
(k) "Tenant" means and includes the Tenant and its successors in title
and permitted assigns;
(l) words importing the singular number shall include the plural and
masculine gender the feminine or neuter and vice versa and words
importing persons shall include corporations, companies and firms
and vice versa;
(m) headings of clauses and marginal notes are for guidance only and
shall not be deemed to form any part of the context; and
(n) in any case where the Tenant is placed under a restriction by
reason of the covenants and conditions in this Agreement, the
restriction shall be deemed to include the obligation of the
Tenant not to permit or allow the infringement of the restriction
by any of the Tenant's servants agents sub-tenants customers
invitees licensees independent contractors or any other person
claiming through or under the Tenant.
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2. DEMISE, COMMENCEMENT AND RENEWAL
2.1 The Landlord hereby grants and the Tenant hereby takes a tenancy for
the term of three (3) years of the Demised Premises together with the
Chattels. The term of the said tenancy shall commence on the 1st day
of February 1996 and expire on the 31st day of January 1999.
2.2 The Tenant may renew the tenancy of the Demised Premises for a further
term of three (3) years after the expiration of the term hereby created
by giving the Landlord written notice of its intention to renew the
tenancy of the Demised Premises not later than six (6) months before
the expiration of the term hereby created. If there shall be at the
time of the service of such notice and at the expiry of the term hereby
created, no existing breach or non-observance of any of the Tenant's
obligations or covenants under this Agreement, the Landlord shall at
the cost of the Tenant grant to the Tenant a further term of the
Demised Premises for a period of three (3) years at the revised Rents
based on the prevailing market rate and containing the same covenants
and conditions as herein contained (this present covenant for renewal
excepted). In the event that the revised Rents as determined by the
Landlord are not accepted by the Tenant and/or if the Tenant shall fail
to sign the fresh agreement for the renewed term within one month of
the Tenant's receipt of the Landlord's proposed revised Rents, then
this option shall lapse and the Landlord shall be free of all
obligations whatsoever to grant to the Tenant a further tenancy and in
such an event, the Tenant shall at the expiration of the term hereby
created yield up and surrender the Demised Premises to the Landlord in
accordance with Clause 3.16 hereof.
3. TENANT'S COVENANTS
The Tenant hereby covenants with the Landlords as follows:-
3.1 RENTS
The Tenant shall pay to the Landlord the following Rents clear of all
deductions and without any demand and so that there shall be no
abatement thereof by reason of any claim by the Tenant against the
Landlord whether for non-performance or breach of the Landlord's
obligations hereunder or otherwise:-
(a) the quarterly rent of $55,547.10 in respect of the Demised
Premises;
(b) the quarterly hire charge of $ 3,526.80 for the Chattels in
respect of the Demised Premises; and
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(c) the quarterly maintenance and service charge of $7,053.60 in
respect of the Demised Premises
PAYABLE in advance on each Rent Payment Date in each year during the
term of this tenancy
TOGETHER with goods and services tax ("GST") charged at the rate of
three per cent (3%) on the Rents (as the same may be varied in
accordance with the provisions of this Agreement) or at such other rate
or rates as may be charged from time to time under the provisions of
the Goods and Services Tax Act (Cap. 117A)
PROVIDED THAT if the commencement date of the term of the tenancy does
not coincide with a Rent Payment Date the first payment of the Rents
together with GST shall be paid on the commencement date and
proportionately for the period from the commencement date to the day
immediately preceding the next Rent Payment Date and thereafter the
Rents together with GST shall be paid on each succeeding Rent Payment
Date.
3.2 PAYMENT OF INCREASED MAINTENANCE AND SERVICE CHARGES
3.2.1 If there is any increase in the Outgoings of the Building, the Tenant
shall be liable to pay an additional maintenance and service charge in
each and every month representing the apportioned extra costs as is
attributable to the Demised Premises. For the purpose of ascertaining
the additional maintenance and service charge payable all increases in
the Outgoings of the Building shall be apportioned in the proportion by
which the floor area of the Demised Premises bears to the total area
of the rentable floor space in the Building including any floor space
occupied by the Landlord and a statement (hereinafter called "the said
Certificate") by the Landlord certifying the amount of the increase in
Outgoings of the Building on a per square metre basis and the effective
date of such increase shall be accepted by the Tenant as conclusive and
binding of the matters so certified save for manifest error. The
increase in maintenance and service charge shall be chargeable and
payable with effect from the date specified in the said Certificate as
the effective date of the increase in Outgoings of the Building. If
there shall be any additional maintenance and service charge payable
from a date prior to the issuance of the said Certificate the aggregate
amount of such additional maintenance and service charge shall be
payable by the Tenant forthwith upon the issuance of the said
Certificate. Additional maintenance and service charge for the period
after the issuance of the said Certificate shall be added to the
prevailing maintenance and service charge and such aggregate sum shall
be and remain the maintenance and service charge
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payable under this Agreement until any further increase from time to
time by the Landlord under this Clause.
3.2.2 OUTGOINGS OF THE BUILDING
Without limiting the generality of the foregoing the term "Outgoings of
the Building" where used in this Agreement shall include the total sum
of all outgoings, costs and expenses of the Landlord properly or
reasonably assessed or assessable, charged or chargeable, paid or
payable or otherwise incurred in respect of the Building (including in
such term for the purposes of this Clause the curtilage of the Building
and all levels thereof including, but without limiting the generality
of the foregoing, those levels below ground level whether used for the
parking of motor vehicles or otherwise) and in the control, management,
maintenance of the Building and in particular but without limiting the
generality of the foregoing shall include:-
(a) all charges for and costs in relation to the supply of water and
removal of all sewerage waste and other garbage from the Building
and the land on which the Building is erected;
(b) all amounts payable in respect of insurances relating to the
Building and the equipment and appliances therein including but
without limiting the generality of the foregoing fire and public
liability insurance, theft/burglary insurance of contents in the
Building, and the workmen's compensation/common law liability
insurance for the personnel engaged in the operation and
maintenance of the Building;
(c) all reasonable costs in relation to management, control and
administration of the Building including the employment or
engagement of security staff and attendants;
(d) the costs of uniforms, salaries, wages, bonuses, allowances and
other emoluments, remuneration and benefits of all personnel
engaged exclusively in the operation and maintenance of the
Building as well as payroll tax and Central Provident Fund and
other statutory contributions or charges in respect thereof;
(e) the costs of operating and maintaining the Building and supplying
all services from time to time provided for tenants and occupiers
of the Building including but without limiting the generality of
the foregoing repairs and replacements, repainting and
redecoration of the Building and the maintenance, repair,
renovation and amortization of all lifts, air-conditioning plants,
escalators, fire and security alarm systems, fire-fighting
equipment and other plant and equipment required in connection
with any of such services;
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(f) all charges (including taxes thereon) for lighting, power,
air-conditioning, escalators and ventilation incurred in
connection with the Building;
(g) all charges for the cost of the cleaning of the exterior of the
Building (including all windows) and the Common Area;
(h) the expenses of the Landlord in supplying paper, soap and other
toilet supplies in the Building;
(i) all costs and charges for landscaping and other environmental
improvements or maintenance of the Building;
(j) all fees and charges of managing agents employed for the carrying
out and provision of services for the Building;
(k) all fees and charges of auditors, accountants and other
professional consultants engaged exclusively in connection with
the provision of services for the Building;
(l) all sums in each year as may be set aside as a fund to cover
repairs, renovations, painting, replacements and maintenance of a
substantial but infrequent or irregular nature of the Building and
the plant machinery and electrical and other apparatus therein
including lifts, air-conditioning plant, fire fighting, security
and alarm equipment and depreciation of the same and any
replacements thereof; and
(m) all items of expenditure incurred in carrying out all other works,
acts, matters or things or in providing all such other services or
amenities of any kind whatsoever in relation to any Common Area.
3.3 DEPOSIT
The Tenant shall on or before the execution of this Agreement pay to
the Landlord the sum of $68,111.33 representing three (3) months' Rents
together with GST thereon as mentioned in Clause 3.1 which shall be
held by the Landlord as a deposit for the due observance and
performance by the Tenant of the Tenant's covenants and conditions
herein contained and the Landlord shall at the end or sooner
determination of the term hereby created refund to the Tenant the said
deposit free of interest less all costs and expenses payable by the
Tenant hereunder PROVIDED ALWAYS that if the Tenant fails to observe
and perform any of the agreements and stipulations herein contained and
on the Tenant's part to be observed and performed and shall not have
remedied the same within seven (7) days from the date of the Landlord's
notice specifying the breach complained of and requiring remedy of the
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same it shall be lawful for the Landlord to deduct from the said
deposit such sum or sums as may be necessary and reasonable to make
good and satisfy such damages and losses arising from the Tenant's
failure but without prejudice to the right of action of the Landlord
against the Tenant in respect of any antecedent breach of any of the
agreements or stipulations herein contained on the part of the Tenant
to be observed and performed or any claim arising from the Tenant's
failure as aforesaid in excess of the said deposit. Upon adjustment or
revision of the Rents for the time being payable by the Tenant to the
Landlord hereunder the said deposit shall likewise be adjusted or
revised and the Tenant shall pay on demand to the Landlord the
difference thereof Provided Always that the sum held by the Landlord
shall be maintained so as to represent at all times three (3) months'
Rents together with GST thereon as aforesaid and shall not without the
prior written consent of the Landlord be deemed to be or treated as
payment of Rents or any part thereof or any sums owing to the Landlord.
3.4 INCREASE IN PROPERTY TAX
The Tenant shall pay as and when required by the Landlord an additional
amount levied and imposed upon or in respect of or attributable to the
Demised Premises over and above the amount of such rates or assessment
of property tax or other impositions levied and imposed as at the date
of the commencement of the term hereby created and in the event of the
Demised Premises not being separately assessed to pay as and when
required by the Landlord an additional amount attributable to the
Demised Premises in the same proportion as the area of the Demised
Premises bears to the total lettable area of the premises included in
the assessment received by the Landlord for the period of assessment
Provided That this obligation on the part of the Tenant shall not be
extinguished by the determination of this Agreement whether by the
effluxion of time or otherwise until the said obligation, provided that
such taxes relate to or are payable in respect of the term of the
tenancy, shall have been fulfilled by the Tenant.
3.5 UTILITY CHARGES
The Tenant will pay all charges (including any taxes) for electricity
water and gas separately metered and consumed in or on the Demised
Premises and will also pay all charges in respect of any telephone
services connected to the Demised Premises and all other charges and
impositions imposed by public utility or authority for the supply of
any service separately supplied to the Demised Premises.
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3.6 INSURANCE
3.6.1 PUBLIC RISK POLICY
The Tenant will at its own cost and expense effect and keep effected in
respect of the Demised Premises at all times during the continuance of
this tenancy a public risk policy in such amount as may be reasonably
required by the Landlord from time to time. Without limiting or
prejudice to the above, the amount of insurance in respect of any
single accident shall not be less than Dollars Five Hundred Thousand
($500,000.00).
3.6.2 INSURANCE OF PLATE GLASS
The Tenant will insure in the joint names of the Landlord and the
Tenant and in such amount (being not less than the full insurable
value) and against such risk as the Landlord may require all plate
glass windows doors and display showcase at or upon the Demised
Premises.
3.6.3 INSURERS
All policies of insurance liable or required to be effected by the
Tenant hereunder whether in respect of the property or risk either of
the Landlord or the Tenant shall be taken out with substantial and
reputable insurance companies approved by the Landlord, such approval
not to be unreasonably withheld.
3.6.4 PRODUCTION OF POLICY
The Tenant will in respect of any policy of insurance to be effected by
the Tenant hereunder if required by the Landlord forthwith produce to
the Landlord the policy of insurance and the receipts for payment of
the latest premium of such insurance within fourteen (14) days from the
Landlord's written notice requiring the same to be produced.
3.6.5 TENANT NOT TO VOID INSURANCE
The Tenant will not at any time during the said term do or permit or
suffer to be done any act matter or thing upon the Demised Premises
whereby any insurances in respect thereof or the Building may be
vitiated or rendered void or voidable or (except with the approval in
writing of (such approval not to be unreasonably withheld) and subject
to any reasonable conditions specified by the Landlord) whereby the
rate of premium on any insurance shall be liable to be increased.
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3.7 PERMITTED USE OF DEMISED PREMISES
The Tenant will not use or permit to be used the Demised Premises or
any part thereof otherwise than as administrative office in connection
with the Tenant's business as carried on by the Tenant at the date of
execution of this Agreement which shall not be varied without the prior
written consent of the Landlord and will not permit or suffer the use
of the same or any part thereof for any other purpose or for any
residential purpose whether temporary or permanent.
3.8 REPAIR AND USE OF DEMISED PREMISES
3.8.1 The Tenant will during the whole of the said term and for so long as
the Tenant may remain in possession or occupation of the Demised
Premises when where and so often as need shall be maintain repair and
keep the whole of the Demised Premises in good and substantial repair
working order and condition (damage by fire flood lightning storm
tempest Act of God war damage and reasonable wear and tear only
excepted).
3.8.2 The Tenant will without prejudice to the generality of Clause 3.8.1
hereof at the Tenant's expense:-
(a) CLEANING OF DEMISED PREMISES
cause the Demised Premises to be cleaned in a proper and
workmanlike manner and during the whole of the term of this
tenancy to be kept clean and free from dirt and rubbish and in
particular shall store and keep all trade waste trash and garbage
in proper receptacles and arrange for the regular removal thereof
from the Demised Premises to such proper receptacles thereof as
are provided by the Landlord;
(b) DAMAGE TO COMMON AREA
from time to time make good any breakage defect or damage to the
Common Area or any adjoining premises or any facility or
appurtenances thereof occasioned by want of care misuse or abuse
on the part of the Tenant or its servant agent sub-tenant customer
invite licensee independent contractor or any other persons
claiming through or under the Tenant or otherwise occasioned by
any breach or default of the Tenant hereunder or under any rules
and regulations of the Landlord made pursuant hereto;
(c) REPLACEMENT OF BREAKAGES
from time to time immediately repair and replace all breakages at
the
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Demised Premises, in particular but without limiting the foregoing
to replace any damaged glass of any exterior windows with glass of
similar quality subject to the approval of the Landlord and to
replace all damaged lighting electrical equipment (including light
globes and fluorescent tubes) and plumbing installed upon the
Demised Premises;
(d) COMPLIANCE WITH STATUTES/ACTS
from time to time forthwith comply with all statutes ordinances
proclamations orders or regulations present or future affecting or
relating to the use of the Demised Premises (including but not
limited to the Fire Safety Bureau's regulations in respect of any
partitions erected by the Tenant at the Demised Premises) insofar
as the same relates to the Tenant as tenant of the Demised
Premises and the conduct of the Tenant's business thereon and with
all requirements which may be made or notices or orders which may
be given by any governmental semi-governmental health licensing
civic or any other authority having jurisdiction or authority over
or in respect of the Demised Premises or the user thereof
directly applicable to the Tenant as tenant of the Demised
Premises and will keep the Landlord indemnified in respect of all
such matters referred to herein Provided Always that the Tenant
shall be under no liability in respect of any structural
alterations the requirement for which was not caused or
contributed to by the Tenant's use or occupation of the Demised
Premises; and
(e) REMOVAL OF SIGNS
upon vacating the Demised Premises or immediately prior thereto
remove any signs names advertisements or notices erected painted
displayed affixed or exhibited upon to or within the Demised
Premises and make good any damage or disfigurement caused by the
erection painting displaying affixing exhibiting or removal
thereof.
3.9 ALTERATIONS
The Tenant will not without the prior written consent of the Landlord
make any alteration or addition in or to the Demised Premises or any
part thereof and in particular the Tenant will not install any
partitions or structures inside or outside the Demised Premises or
water gas or electrical fixtures equipment or appliances or any
apparatus for illuminating air-conditioning cooling or ventilating the
Demised Premises. The Landlord shall not withhold its consent
unreasonably. In the course of such alterations or additions made with
the consent of the Landlord the Tenant shall, at its own cost, obtain
all relevant permits, consents
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and licences and shall observe and comply with the requirements of the
Landlord and the competent authorities.
3.10 DAMAGE TO DEMISED PREMISES
The Tenant will not ▇▇▇▇ paint drill or in any way deface any wall
ceiling partition floor wood or other parts of the Demised Premises
except where such action is required or necessary for renovation in
accordance with such plans which have been approved by the Landlord.
3.11 TO PERMIT LANDLORD TO INSPECT
The Tenant will permit the Landlord and its architects, surveyors,
contractors, workmen and agents (with or without equipment), at all
times after reasonable notice has been given to the Tenant (except in
case of emergency when no notice shall be required), to enter upon the
Demised Premises and view the state of repair thereof. The Landlord
may serve upon the Tenant a notice in writing of any defect for the
repair of which the Tenant may be responsible hereunder requiring the
Tenant within a reasonable time to repair the same. In default of the
Tenant so doing it shall be lawful for the Landlord from time to time
to enter and execute the required repairs and for this purpose the
Landlord and its architects, surveyors, contractors, workmen and agents
(with or without equipment) may enter upon the whole or any part of the
Demised Premises and there remain for the purpose of doing erecting or
effecting any such thing and any expenses and cost of carrying out such
work shall be payable by the Tenant to the Landlord immediately on
demand.
3.12 TO PERMIT LANDLORD TO ENTER AND REPAIR
The Tenant will permit the Landlord and its architects, surveyors,
contractors, workmen and agents (with or without equipment), at all
times after reasonable notice has been given to the Tenant (except in
case of emergency when no notice shall be required) to enter and carry
out repairs renovations maintenance or alterations to the Demised
Premises or to the Common Area or the Building or any part thereof in
compliance with the Landlord's obligations under the provisions of this
Agreement or otherwise to comply with any obligation on the Landlord
affecting the Demised Premises or the Common Area or the Building or
any part thereof or otherwise deemed necessary or desirable by the
Landlord Provided Always that the exercise of such power is carried out
in a reasonable manner.
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3.13 NO ASSIGNMENT
The Tenant shall not transfer, assign, sublet or licence or in any way
encumber its rights or obligations or interests in this Agreement or
the Demised Premises or any part thereof or in any way dispose of or
part with or share possession or occupation of the Demised Premises or
any part thereof without the prior consent in writing of the Landlord.
For the purposes hereof any amalgamation and/or reconstruction effected
by the Tenant (if a company) shall be deemed an assignment of this
tenancy in respect of the Demised Premises and shall require the prior
written consent of the Landlord as aforesaid.
3.14 ACCESS TO DEMISED PREMISES
The Tenant will permit the persons for the time being having the
contract for the cleaning of the Building and its servants agents
contractors and sub-contractors to enter the Demised Premises or any
part thereof for the purpose of cleaning the exterior of the windows
thereof during the normal business hours of the Building.
3.15 REQUIREMENTS OF PUBLIC AUTHORITIES
If any time during the said term any authority having jurisdiction or
authority over or in respect of the Demised Premises or the user
thereof or of the Building requests requires notifies or orders any
structural alterations re-alterations additions conversion improvements
or other works to be made in about or to the Demised Premises or the
Building (the effecting of which necessitates access to the Demised
Premises) the Tenant will at all times permit the Landlord to enter the
Demised Premises or any part thereof for the purpose of making any such
structural alterations additions conversion improvements or other works
or any of them aforesaid Provided Always that in the exercise of such
power no undue inconvenience disruption or interference is caused to
the Tenant or to the Tenant's business at the Demised Premises.
3.16 REPAIR OF CHATTELS
The Tenant will:-
(a) during the whole of the term of this Agreement and otherwise so
long as the Tenant may use or remain in possession of the Chattels
maintain repair and keep the Chattels in good substantial repair
working order and condition (damage by fire, flood, lightning,
▇▇▇▇▇, ▇▇▇▇▇▇▇, Act of God, war damage, fair wear and tear
excepted); and
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(b) at the expiration or sooner determination of this Agreement unless
renewed pursuant to an option granted to the Tenant to renew the
tenancy peaceably surrender and yield up unto the Landlord the
Chattels and every part thereof in good and substantial repair
order and condition in all respects and clean and free from
rubbish (damage by fire flood lightning storm tempest Act of God
war damage and reasonable wear and tear only excepted) unless such
damage is caused by, or any policy or policies of insurance shall
have been vitiated or payment of insurance moneys is refused in
whole or in part in consequence of, any act the neglect default or
misconduct of the Tenant, its servants agents sub-tenants
customers invitees licensees independent contractors or any person
claiming through or under the Tenant.
3.17 PROPERTY IN CHATTELS
The Tenant shall not sell or offer for sale assign mortgage pledge hire
lend or otherwise deal with the Chattels or any of them in a manner
prejudicial to the Landlord's rights and ownership thereof and shall
keep the Chattels in the Demised Premises and shall not remove the same
or any of them from the Demised Premises and shall protect the Chattels
against execution or seizure and the Tenant shall indemnify the
Landlord against all losses costs charges damage and expenses incurred
by the Landlord by reason or in respect thereof.
3.18 REPAIR ON TERMINATION OF TENANCY
Upon the expiration or any sooner determination of this Agreement
(unless renewed pursuant to an option granted to the Tenant to renew
the Tenancy) to yield up the Demised Premises with the Chattels thereto
(including all the Tenant's alterations and additions but excepting
those which have been required by the Landlord to be removed) in good
and tenantable repair and condition in accordance with the Tenant's
covenants herein contained, fair wear and tear excepted. The Tenant
will make good to the reasonable satisfaction of the Landlord all
damage to the Demised Premises and the Building resulting from the
removal of the Tenant's belongings, reinstatement or redecoration of
the Demised Premises.
3.19 COSTS INCURRED BY LANDLORD
To reimburse the Landlord for all costs fees and expenses (including
costs for the Landlord's solicitors on a full indemnity basis) incurred
by the Landlord for or in the recovery or attempted recovery of any
outstanding
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Rents or any moneys whatsoever owed by the Tenant in respect of the
Demised Premises or for the enforcement or attempted enforcement of any
covenant hereby created including but not limited to the Landlord
engaging solicitors for the said purposes Provided that this obligation
on the part of the Tenant shall not be extinguished by the
determination of this Agreement whether by the effluxion of time or
otherwise until the said obligation shall have been fulfilled by the
Tenant.
3.20 PAYMENT OF GOODS AND SERVICES TAX
3.20.1 Notwithstanding any other provision herein relating to the payment of
goods and services tax on the Rents the Tenant hereby further covenants
with the Landlord to pay goods and services tax charged by any
governmental authority, authorised person and/or agency under the Goods
and Services Tax Act (Cap. 117A) in relation to:-
(a) the supply of goods and services whatsoever or howsoever in
connection herewith by or on behalf of the Landlord;
(b) any payment made or to be made by the Tenant under any of the
terms hereof or in connection herewith or in respect of any
payment made by the Landlord which the Tenant has agreed herein to
reimburse the Landlord; and
(c) all other consideration for goods and services supplied hereunder
or in consequence hereof.
The Tenant shall pay such goods and services tax to the Landlord
contemporaneously with the payments made under sub-paragraphs (a), (b)
and (c) above or on demand by the Landlord whichever is the earlier.
3.20.2 The Tenant covenants with the Landlord to indemnify the Landlord
against any input tax in respect of goods and services supplied to the
Landlord in connection herewith or incidental hereto where the
corresponding supply of goods and services to the Tenant by the
Landlord is not taxable for any reason.
3.21 INDEMNITIES BY TENANT
3.21.1 The Tenant agrees to occupy use and keep the Demised Premises and the
Chattels at the risk of the Tenant and hereby releases to the full
extent permitted at law the Landlord and its agents servants contractors
invitees and employees from all claims and demands of every kind in
respect of or resulting from any accident damage or injury howsoever
caused
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occurring in the Building or the Demised Premises and the Tenant
expressly agrees that the Landlord shall have no responsibility or for
any loss damage or injury suffered by the Tenant (whether to or in
respect of the Tenant's person or property or the business conducted by
the Tenant) as a result of any theft breakage leakage accident or event
in the Building or the Demised Premises.
3.21.2 The Tenant will and does hereby indemnify and hold harmless the
Landlord from and against all actions claims demands losses damages
costs and expenses for which the Landlord shall or may be or become
liable in respect of and to the extent that they arise from all or some
or any of the following:-
(a) the negligent use misuse waste or abuse by the Tenant or its
servant agent sub-tenant customer invitee licensee independent
contractor or any other persons claiming through or under the
Tenant of the water gas electricity oil lighting and other
services and facilities and appurtenances of the Demised Premises
or the Building;
(b) overflow or leakage of water (including rain water) in or from the
Demised Premises but having origin within the Demised Premises or
caused or contributed to by any act or omission on the part of the
Tenant or its servant agent sub-tenant customer invitee licensee
independent contractor or any other person claiming through or
under the Tenant;
(c) loss damage or injury from any cause whatsoever to property or
persons caused or contributed to by any occurrence in, upon or at
the Demised Premises or the use of the Demised Premises by the
Tenant or its servant agent sub-tenant customer invitee licensee
independent contractor or any other person claiming through or
under the Tenant;
(d) loss damage or injury from any cause whatsoever to property or
person within or without the Demised Premises or the Building
occasioned or contributed to by any act omission neglect breach or
default of the Tenant or its servant agent sub-tenant customer
invitee licensee independent contractor or any other person
claiming through or under the Tenant.
4. LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant as follows:-
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4.1 QUIET POSSESSION
To permit the Tenant duly paying the Rent and any other sums payable
hereunder and observing and performing its several covenants and
conditions herein contained to have quiet possession and enjoyment of
the Demised Premises during term hereby created without any
interruption by the Landlord or anyone claiming under or through or in
trust for the Landlord save as specifically herein provided.
4.2 PROPERTY TAX
To pay the property tax levied or charged on the Demised Premises
subject to the Tenant's payment of its portion of the property tax as
provided in this Agreement.
4.3 MANAGEMENT OF COMMON AREAS
Subject always to the provisions of Clause 5:-
(a) to maintain and keep clean and in repair the Common Area including
the exterior walls and all roads pavements gardens water drainage
lighting and other common facilities and services (fair wear and
tear excepted);
(b) to furnish reasonable illumination to the Common Area during the
term of this Agreement (except when the Building shall be closed)
and may also furnish such further or other illumination as the
Landlord may in the Landlord's absolute discretion deem to be
advantageous to the Tenant or to the Building;
(c) to keep the lifts in the Building working and available for use by
the Tenant and its employees and visitors during Business Hours.
At all other times the Landlord will endeavour to keep one or more
lifts in operation but nothing herein contained shall impose on
the Landlord any obligation so to do so and the Landlord shall not
be liable or responsible for delays or stoppages howsoever caused
or whensoever occurring during the said hours or otherwise;
(d) to keep the air-conditioning plant in the Building working during
Business Hours Provided Always that nothing herein contained shall
impose any requirement on the Landlord to keep the
air-conditioning facilities working at any other time and the
Landlord shall not be liable or responsible for any breakdown or
failure in the air-conditioning howsoever caused or whensoever
occurring during the said hours or otherwise. The Landlord may at
its absolute discretion provide air-conditioning facilities beyond
the specified hours at the
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Tenant's request and subject to the Tenant agreeing to pay the
additional costs therefor but nothing herein contained shall
impose on the Landlord any obligation to do so Provided Always
that the Landlord may at its absolute discretion withhold add to
extend vary or make any alterations in the rendering of the said
services or any of them from time to time if the Landlord deems it
desirable so to do for the more efficient conduct and management
of the Building;
(e) to maintain in good and tenantable condition and repair (fair
wear and tear excepted) all apparatus equipment plant and
machinery including the passenger lifts the floor and water system
and the electric lighting appliances in the Common Area and all
sewers drains channels water courses gutters rainwater and soil
pipes sanitary apparatus pipes and cables and supply lines in
under or upon the Building which shall serve the same;
(f) to supply maintain repair and renew as need be such fire fighting
equipment in the Common Area as the Landlord may deem desirable or
necessary or as may be required to be supplied and maintained by
it by statute or by the fire authority;
PROVIDED ALWAYS that the manner of such maintenance, provision and
supply of services and the expenditure thereon shall be at the absolute
discretion of the Landlord.
5. LANDLORD NOT LIABLE
Notwithstanding anything herein contained:-
5.1 NO CLAIM BY TENANT
The Landlord shall not be liable to, nor shall any claim be made
against the Landlord by, the Tenant or its servant agent sub-tenant
customer invitee licensee independent contractor or any other person
claiming through or under the Tenant nor shall the Tenant be entitled
to terminate this tenancy due to any matter in respect of:-
(a) any interruption or failure in any of the services mentioned in
Clause 4.3 by reason of necessary repair or maintenance of any
installations or apparatus or damage thereto or destruction
thereof or by reason of mechanical or other defect or breakdown or
by reason of any circumstances whatsoever;
(b) any act, omission, default, misconduct or negligence of any
▇▇▇▇▇▇, attendant or other servant or employee, independent
contractor or
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agent of the Landlord in or about the performance or purported
performance of any duty relating to the provision of the services
or any of them as mentioned in Clause 4.3;
(c) any damage, injury or loss arising out of the leakage or defect of
the piping, wiring and sprinkler system in the Building and/or the
structure of the Building;
(d) any damage, injury or loss caused by other tenants or persons in
the Building;
(e) any damage, injury or loss arising from or in connection with the
use of the carparks in the Building; and
(f) any diminution of light, air or view by any building or structure
erected within or adjacent to the Building.
5.2 ACCIDENTS
The Landlord shall not be responsible to the Tenant or to the Tenant's
servants agents sub-tenants customers invitees licensees independent
contractors nor to any other persons claiming through or under the
Tenant for any:-
(a) accident, happening or injury suffered in the Demised Premises or
in the Building;
(b) damage to or loss of any goods or property sustained in the
Building (whether or not due to the negligence or misconduct of
any security guards or the failure of any security system for
which the Landlord is in any way responsible); or
(c) act, omission or negligence of any employee of the Landlord in
respect of the Building,
howsoever occurring.
6. PROVISOS
Provided Always and it is hereby agreed as follows:-
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6.1 PROVISO FOR RE-ENTRY
Notwithstanding anything herein contained, if the Rents hereby reserved
or any part thereof shall be unpaid for the space of fourteen (14) days
after it due date (although no formal or legal demand shall have been
made therefor) or if the Tenant commits permits or suffers to occur any
breach or default in the due and punctual observance and performance of
any of the covenants obligations and provisions of this Agreement or
any rules and regulations made hereunder or if an order is made or a
resolution is effectively passed for the winding-up of the Tenant
(except for the purpose of reconstruction or amalgamation with the
written consent of the Landlord which consent shall not be unreasonably
withheld) or if the Tenant becomes bankrupt or goes into liquidation or
makes an assignment for the benefit of or enters into an arrangement or
composition with its creditors or stops payment or is unable to pay its
debts within the meaning of the Companies Act for the time being in
force in the Republic of Singapore or if execution is levied against
the Tenant and not discharged within the thirty (30) days or if events
or circumstances analogous to any of the foregoing events occurs in
relation to the Tenant under the laws of any jurisdiction then and in
any one or more of such events the Landlord shall have the right at any
time thereafter to re-enter into and upon the Demised Premises or any
part thereof in the name of the whole and to repossess and enjoy the
same as of their former estate but without prejudice to any action or
other remedy which the Landlord has or otherwise could have for any
Rents or any other sums payable hereunder which are in arrears or in
respect of any breach as a result of any such event and thereupon the
Landlord shall be freed and discharged from any action suit claim or
demand by or obligation to the Tenant under or by virtue of this
tenancy.
6.2 LANDLORD'S RIGHT TO REMEDY TENANT'S DEFAULT
On each and every occasion on which the Tenant omits or neglects to pay
any money or to do or effect anything which the Tenant herein covenants
to pay do or effect and the Tenant continues to omit or neglect to pay
such money or to do or effect anything which the Tenant has covenanted
to pay or do within seven (7) days from the Landlord's written notice
specifying the omission, neglect or breach and requiring the Tenant to
remedy the same it shall be lawful for but not obligatory upon the
Landlord (and without prejudice to any rights and powers arising from
such default) to pay such money or to do or effect such thing by its
architects contractors workmen and agents as if the Landlord were the
Tenant and for that purpose the Landlord its architects contractors
workmen and agents may enter upon the Demised Premises at all
reasonable times by prior notice and there remain for the purpose of
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doing or effecting any such thing and the Landlord may on demand
recover from the Tenant the amount expenses and cons of such payment
doing or effecting forthwith and/or may deduct the same from the
deposit hereinbefore mentioned.
6.3 INTEREST ON MONEY OVERDUE
Without prejudice to the rights powers and remedies of the Landlord
otherwise under this Agreement the Tenant will pay to the Landlord
interest at the rate of twelve per cent (1.2%) per annum on any Rents
or any other sums hereby reserved or any part thereof due but unpaid for
fourteen (14) days after it due date such interest to be computed from
the due date for the payment of the moneys in respect of which the
interest is chargeable until payment of such moneys in full is received
by the Landlord.
6.4 LANDLORD'S RIGHTS AGAINST TENANT'S GOODS
Notwithstanding anything herein contained if this tenancy shall come to
an end whether by effluxion of time or otherwise and the Tenant shall
fail to remove all its goods (which expression shall include personal
property of every description) from the Demised Premises forthwith or
if the Tenant shall abandon the Demised Premises (and the Tenant shall
be deemed to have abandoned the Demised Premises and terminated this
tenancy unilaterally if the Tenant without the consent of the Landlord
fails to open the Demised Premises for business for a continuous period
of thirty (30) days) without good reasons and the Tenant has failed to
notify the Landlord of the closure and such good reasons shall be
lawful for the Landlord to sell or to otherwise dispose of the goods of
the Tenants in the Demised Premises at such times and at such prices as
the Landlord shall think fit and without prejudice to any other rights
and remedies of the Landlord the Landlord shall after payment out of
the proceeds of sale the costs and expenses connected with the said
sale apply the net proceeds of sale towards payment of all arrears of
Rents and the interest thereon and all other sums of money due and
payable by the Tenant to the Landlord under this tenancy and the
balance (if any) shall be paid over to the Tenant. The Tenant shall
indemnify the Landlord against any liability incurred by the Landlord
to any third party whose property shall have been sold by the Landlord
in the bona fide mistaken belief (which shall be presumed unless the
contrary be proved) that such property belonged to the Tenant and was
liable to be dealt pursuant to this clause.
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6.5 WAIVER
No waiver by the Landlord of one breach of any covenant obligation or
provision contained or implied in this tenancy shall operate as a
waiver of another breach of the same or of any other covenant
obligation or provision contained or implied in this tenancy.
6.6 ALTERATIONS TO ADJOINING PROPERTIES AND BUILDING
The Landlord shall have the right from time to time, at its absolute
discretion, to improve extend vary amend reduce alter reconstruct in
any way whatsoever or change the use of parts of the Building or
otherwise deal with the Building (other than the Demised Premises) or
any part thereof in any manner whatsoever Provided Always that in
exercising such right the Landlord will use its best endeavors to cause
as little inconvenience to the Tenant as is practicable in the
circumstances. Nothing in this Agreement shall confer on the Tenant
any right to enforce any covenant or agreement relating to other parts
of the Building demised to other tenants or limit in anyway the
Landlord's rights to deal with all or any part (of the Building.
6.7 PARKING FACILITIES
Subject to the Landlord's absolute discretion the Landlord may allow
any car park or parking lot for the use of the Tenant its employees
agents and servants on such terms and conditions as the Landlord may
impose such use to be in common with the Landlord and all others to
whom the Landlord has granted or may hereinafter grant such rights
Provided Always that the Tenant shall observe and conform to and shall
use his best efforts to cause its employees agents and servants to
observe and conform to all such rules regulations and restrictions as
the Landlord may from time to time impose in relation to the use of such
car parks or car parking lots. The Landlord reserves the right to
charge a fee at such rate or rates as may from time to time be fixed by
the Landlord in respect of the use by the Tenant or any other person of
the car parks or car parking lots.
6.8 NOTICES
Except as otherwise expressly provided herein any notice, request,
demand or other communication to be given or served hereunder by one of
the parties hereto to or on the other may be delivered at or sent by
prepaid registered post or by telex, facsimile transmission, telegram
or
- 22 -
cable to the address in Singapore as herein specified of the other
party and shall be deemed to be duly served:-
(a) if it is delivered, at the time of delivery;
(b) if it is sent by prepaid registered post, on the second Business
Day after the date of posting thereof, whose address of the other
party is within Singapore;
(c) if it is sent by telegram or cable, on the first Business Day
immediately after the date of despatch; or
(d) if it is sent by facsimile transmission or telex, immediately
after transmission thereof, if the transmission takes place on a
Business Day and prior to the close of business on such a Business
Day, otherwise the same shall be deemed to be served on the next
Business Day.
For the purpose of this Clause, each of the parties hereto shall from
time to time notify the other party in writing of an address in
Singapore where such notice, request, demand or other communication as
aforesaid can be given or served and such notification shall be
effective only when it is actually received. In the absence of such
notification, the notice, request, demand or other communication
aforesaid may be given or served at the addresses of the respective
parties hereinbefore set out.
6.9 COSTS OF TENANCY
The Tenant shall pay the Landlord's solicitors' costs of preparation
and completion of this Agreement together with any stamp duty (in
duplicate) and out-of pocket expenses which shall be payable by the
Tenant upon the execution of this Agreement.
6.10 INSPECTION BY PURCHASERS/TENANTS
The Tenant will at all reasonable times by prior appointment permit the
Landlord to exhibit to prospective tenants or purchasers the Demised
Premises and will at all times within the six (6) months preceding the
termination of this tenancy allow the Landlord to exhibit where the
Landlord shall think fit any notice or notices indicating that the
Demised Premises are to become vacant which notice or notices the
Tenant shall not remove or conceal.
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6.11 EFFECT OF RULES AND REGULATIONS
The rules and regulations set forth in Schedule B hereto are deemed to
form part of this Agreement and the Tenant covenants to observe and
comply with such rules and regulations as added varied or amended as
hereinafter provided. The failure by the Tenant to keep and observe
all such rules and regulations as the same may be added or varied from
time to time shall constitute a breach of the terms of this Agreement
in the same manner as if the rules and regulations were contained
herein as covenants.
6.12 RULES AND REGULATIONS
The Landlord shall have the right at any time from time to time delete
vary amend or add to the rules and regulations for the time being
deemed to be included in Schedule B hereto whenever the Landlord deems
such variations amendment deletion or addition thereto necessary or
desirable for regulating the use of the Demised Premises or the Common
Area or the Building or any part thereof or for the safety care and
cleanliness thereof and a certificate signed by an officer managing
agent property manager or any authorized person for the time being of
the Landlord stating the rules and regulations, a copy of which is to
be given to the Tenant, for the time being in force or any amendment
thereof shall until further notices be conclusive evidence of the rules
and regulations made pursuant to the term hereof save for manifest
error.
6.13 EXCLUSION OF IMPLIED TERMS ETC.
The covenants provisions terms and agreements herein cover and comprise
the whole of the agreement between the parties hereto and their
appointed agents and it is expressly agreed and declared that no
further or other covenants agreements provisions or terms whether in
respect of the Demised Premises or this tenancy or otherwise shall be
deemed to be implied herein or to arise between the parties hereto by
way of collateral or other agreement by reason of any promise
representation warranty or undertaking given or made by either party
hereto to the other on or prior to the execution hereof and the
existence of any such implication or collateral or other agreement is
hereby expressly excluded SAVE AND EXCEPT THAT all the terms and
conditions stipulated in the letter of offer for the Demised Premises
dated 29 December 1995 from the Landlord and accepted by the Tenant
shall, insofar as such terms and conditions are not inconsistent with
the terms and conditions herein, remain in full force and effect as if
they were
- 24 -
specifically incorporated herein and insofar as the same remain to be
fulfilled, performed, observed and complied with.
6.14 EASEMENTS
The Landlord hereby grants to the Tenant and its agents servants
customers and others authorised by the Tenant, in common with
the Landlord and all others to whom the Landlord has granted or may
hereafter grants, the rights of ingress to and egress from the Demised
Premises through the Common Area and the right to use the Common Area
for all proper purposes in connection with the permitted use of the
Demised Premises (apart from the parking areas governed by Clause 6.7
hereof) such rights only so far as is necessary for the permitted use
of the Demised Premises and so far as the Landlord can lawfully grant.
Reserving Nevertheless to the Landlord:-
(1) the right of free and uninterrupted passage and running of water,
gas, sewage, electricity, air-conditioning services, telephone and
other services or supplies from and to other parts of the Building
in and through all pipes, sewers, ducts, cables, wires and any
conduit which are now or at any time in through or under the
Demised Premises;
(2) the rights of ingress to and egress from the Demised Premises
which the Tenant is obliged to grant to the Landlord or for the
Landlord to exercise any of the Landlord's rights under this
Agreement.
6.15 LIMITATION OF LANDLORD'S OBLIGATIONS
The obligations of the Landlord under this Agreement shall be subject
to the express condition that the Landlord shall not be required to
perform or do any act or thing if it is rendered reasonably or
practically impossible by reason of any riot civil commotion strike
lock-out Act of God or public enemy priority allocation rationing or
the regulation or prohibition of the use of any material fuel hours of
work or awards or by reason of any matter or thing beyond the control
of the Landlord.
6.16 PUBLIC ADDRESS SYSTEM
Notwithstanding anything herein contained the Landlord may but shall
not be compelled to provide and install a public address system
throughout the Common Area or any part hereof and may at its absolute
discretion
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play relay or broadcast or permit any other person to play relay or
broadcast recorded music or public announcements thereon.
6.1 7 TERMINATION OR ABATEMENT ON DAMAGE
6.17.1 If during the term the whole or any part of the Building shall be
destroyed or damaged:-
(a) so as to render the Demised Premises unfit for the use and
occupation of the Tenant; and
(b) such damage or destruction is not caused by any act or default of
the Tenant or its servants agents sub-tenants customers invitees
licensees, independent contractors or any person claiming through
or under the Tenant; and
(c) no policy or policies of insurance in relation to the Demised
Premises is vitiated, and no payment of insurance moneys is
refused in whole or in part, due to any act or default of the
Tenant or its servants agents sub-tenants customers invitees
licensees independent contractors or any person claiming
through or under the Tenant;
then the Rents hereby reserved, or a proportionate part thereof
according to the nature and extent of the damage or destruction, shall
be suspended until the Building is repaired so that the Demised Premises
shall be rendered fit for occupation and use SUBJECT HOWEVER to the
remaining provisions of this Clause 6.17.
6.17.2 The provisions in Clause 6.17.1 are subject to the following
provisos:-
(a) nothing in this Clause 6.17 shall be deemed to impose any
obligation on the Landlord to rebuild or reconstruct the Building
and after the occurrence of such damage or destruction, the
Landlord may at any time and at its absolute discretion terminate
this Agreement immediately by written notice to the Tenant; and
(b) if the Demised Premises shall remain unfit for occupation and use
for a period of more than 6 months from the date of the occurrence
of such damage or destruction, the Tenant may terminate this
Agreement immediately by written notice to the Landlord.
6.17.3 Upon termination of this Agreement in accordance with Clause 6.17.2,
the Tenant shall (if it is still in occupation) vacate the Demised
Premises within seven (7) days from the date of the Landlord's written
notice to the Tenant without compensation from the Landlord, but
without
- 26 -
prejudice to any accrued rights or remedies in respect of any
antecedent breach of this Agreement.
6.17.4 In the event of any dispute arising out of this Clause 6.17 the same
shall be referred to arbitration in accordance with and subject to the
provisions of the Arbitration Act (Cap. 10 1985 Revised Edn.) or any
statutory modification or reenactment thereof for the time being in
force.
6.18 RIGHT TO DISTRAIN
It is hereby expressly agreed that all moneys payable under this
Agreement by the Tenant to the Landlord, including but not limited to
the Rents (comprising the rent, hire charge and maintenance and service
charge), increases in property tax payable by the Tenant, goods and
services tax, interest payable on moneys which are due but unpaid and
costs and expenses payable by the Tenant to the Landlord, shall be
deemed to be rent recoverable in the manner provided in the Distress
Act (Cap. 84). For the purposes of the said Act and for the purposes
of any right or remedy which the Landlord wishes to exercise or pursue,
all such moneys shall be deemed to be rent in arrears if not paid at
the times and in the manner as provided in this Agreement. All costs
and expenses (including all legal costs and charges on a solicitor and
client and indemnity basis) incurred pursuant to, or in any way arising
in relation to, any step taken by the Landlord in the exercise of its
rights under the said Act, or pursuant to any other right or remedy
available to the Landlord, shall be payable by the Tenant, and, insofar
as such sums are not recovered under such distrain, they shall be
recoverable as a debt from the Tenant to the Landlord.
7. GOVERNING LAW AND SUBMISSION TO JURISDICTION
This Agreement shall be construed and governed by the laws of Singapore
and the parties hereby irrevocably submit to the non-exclusive
jurisdiction of the courts of Singapore.
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SCHEDULE A
CHATTELS AND FITTINGS IN DEMISED PREMISES
1. Ceiling : Suspended ceiling system comprising
acoustic white insulation tiles on
semi-concealed aluminum tees and
acoustic baffles between tenancy.
2. Light Fittings : Flush light fittings and diffusers to a
standard layout.
3. Window Blinds : Standard vertical slat venetian
blinds provided to all office windows.
4. Partitioning : Dry wall gypsum board full height
partition with fibre glass infill
complete with painting.
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SCHEDULE B
RULES AND REGULATIONS OF THE BUILDING
The Tenant covenants with the Landlord to observe and comply with the following
Rules and Regulations, as the same may be suspended, deleted, expanded or
otherwise amended and updated in any way from time to time and the Landlord
shall furnish the Tenant with a copy of the updated Rules and Regulations:-
1. OBNOXIOUS OR INFLAMMABLE SUBSTANCES OR STORAGE OF GOODS
1.1 The Tenant shall not erect nor install any machinery which causes noise,
fumes or vibration which can be heard, smelled or felt outside the
Demised Premises.
1.2. The Tenant shall not store in the Demised Premises any petrol or other
inflammable, explosive or combustible substance.
2. ILLEGAL OR IMMORAL PURPOSE
The Tenant shall not use the Demised Premises for any noxious, noisy or
offensive trade or business nor for gambling nor betting nor any illegal
or immoral act or purpose.
3. SALES, AUCTION, EXHIBITION OR PUBLIC MEETING
3.1 The Tenant shall not hold any sales by auction on the Demised Premises.
3.2 The Tenant shall not hold any exhibition, public meeting or public
entertainment at the Demised Premises.
4. MUSIC
The Tenant shall not permit any vocal or instrumental music in the
Demised Premises so that it can be heard outside the Demised Premises.
5. PESTS AND LIVESTOCK
The Tenant shall keep the Demised Premises free of pests, rodents,
vermin and shall not permit livestock of any kind to be kept at the
Demised Premises.
6. ANNOYANCE OR NUISANCE
The Tenant shall not do anything which may be or may become a nuisance,
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annoyance, disturbance, an inconvenience or may cause damage to the
Landlord or any other tenants licensees or occupiers of the Building or
to the owners tenants licensees and occupiers of adjoining and
neighbouring properties or any persons lawfully in the Building or
adjoining or neighbouring properties.
7. INCENSE
The Tenant shall not burn any incense or ▇▇▇▇ sticks or permit any
unusual or offensive odours to be produced upon or to permeate from the
Demised Premises.
8. LOADING, USE OF LIFTS AND ELECTRICAL INSTALLATIONS
8.1 The Tenant shall not bring into the Building any machinery equipment
goods or objects which, in the opinion of the Landlord, is likely to
cause any structural or other damage to any part of the Building. Without
limiting the foregoing, the Tenant shall not load any part of the Demised
Premises or the Building with any machinery equipment or any goods or
object with an imposed load in excess of 2.5 kN/m2 without the prior
written consent, and according to the directions, of the Landlord.
8.2 Before any machinery safe or furniture is moved into or out of the
Demised Premises due notice must be given to the Landlord or its managing
agent by the Tenant and the moving of the same must be done under the
supervision of a person nominated by the Landlord and at a time approved
by the Landlord or its managing agent and at no other time.
8.3 The Tenant shall not overload the lifts pipes conduits electrical
installations wirings and cables in or serving the Demised Premises and/or
the Building.
8.4 The Tenant shall not without the prior written consent of the Landlord
install or use any air-conditioning or cooling devices or any other
electrical devices or equipment in the Demised Premises except those
which are provided in the Building. The Tenant shall not do nor omit to
do anything which interferes with or which imposes an additional loading
on any ventilation, air-conditioning or other plant or machinery serving
or electrical supply to the Building.
8.5 Where air-conditioning is installed in or about the Demised Premises the
Tenant will to the extent of the Tenant's control over the same at all
times use and regulate the same to ensure that air-conditioning is
employed to the best advantage in the conditions from time to time
prevailing and so that it is in reasonable balance with conditions in the
Common Area and shall at the Tenant's expense keep air-conditioning in
good repair and condition (fair wear and tear and Act of God excepted)
and regularly serviced by the local
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agents of air-conditioning at least once a calendar month.
9. AVOIDANCE OF LANDLORD'S INSURANCE POLICIES
The Tenant shall not do anything whereby any policy of insurance on
including or in any way relating to the Demised Premises taken out by the
Landlord may become void or voidable or whereby the rate of premium
thereon or on the remainder of the Building may be increased. The
Landlord will on request of Tenant provide relevant details of the policy
to enable Tenant to comply with the provisions of this paragraph. The
Tenant shall provide one or more efficient fire extinguishers of a type
approved by the Landlord and to take such other precautions against fire
as may be deemed necessary by the Landlord or its insurers. The Tenant
will from time to time as and when required by notice in writing from the
Landlord pay all extra premiums of insurance of the Demised Premises and
the contents thereof if any be required on account of extra risk caused
by the use of the Demised Premises by the Tenant as approved by the
Landlord.
10. RESIDENTIAL PURPOSE
The Tenant shall not allow any person to sleep in the Demised Premises
nor to use the Demised Premises for residential purposes nor to ▇▇▇▇ at
the Demised Premises.
11. CLEANLINESS
11.1 The Tenant shall keep the Demised Premises and every part thereof clean
and hygienic and all pipes, drains, basins, sinks and water-closets in
the Demised Premises clean and unblocked.
11.2 The Tenant shall employ, to clean the Demised Premises, the cleaning
contractor nominated by the Landlord to carry out the cleaning work for
the Building provided that such employment shall be at the sole expense,
risk and responsibility of the Tenant. The Tenant may employ a cleaner
other than that nominated by the Landlord with the prior written consent
of the Landlord, which consent shall not be withheld unreasonably.
12. WINDOWS, DOORS AND BUILDING EXTERIOR
12.1 The Tenant shall ensure that the decor and design of the exterior of the
Demised Premises and the interior of the Demised Premises which is
visible from the outside (including all blinds shades awnings window
ventilators and other similar fittings and fixtures) shall conform to the
reasonable requirements and standards of the Landlord as to design
quality and appearance. The Tenant shall not make any changes to such
external and internal parts without the prior written consent of the
Landlord.
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12.2 The Tenant shall not use nor permit the use of the Demised Premises for
the storage of goods except in connection with the Tenant's business at
the Demised Premises.
12.3 The Tenant shall not display nor place nor permit nor suffer to be
displayed nor placed in or against any part of the Demised Premises any
cartons or boxes which may be visible from the exterior of the Building or
any part thereof. The Tenant shall not throw or permit to be thrown or
to fall any articles or substances from the Demised Premises or Common
Area and shall not place on any sill ledge or similar part of the Demised
Premises or Common Area any articles or substances.
12.4 The Tenant shall keep the windows of the Demised Premises closed at all
times and shall take such steps as may be necessary to prevent air
leakages and excessive infiltration of air from outside the Building into
the Demised Premises and shall not do any act or thing whereby the
working of the air circulating plant in the Building shall be affected.
13. SECURITY
13.1 The Tenant shall ensure that all doors of the Demised Premises are safely
and properly locked and secured when the Demised Premises are not
occupied and shall use its best endeavours to protect and keep the Demised
Premises and any property contained therein from theft or robbery. The
Landlord reserves the right by its agent caretaker employees servants and
workmen to enter and fasten the same if left insecurely fastened.
13.2 The Landlord will provide keys for locks on doors or other openings of the
Demised Premises and the Tenant will return to the Landlord on the
determination of the tenancy all such keys and shall not permit the same
at any time to come into the possession or control of any person other
than the Tenant its servants or agents.
14. OBSTRUCTION
14.1 The Tenant shall not cover or obstruct or permit to be covered or
obstructed in any manner (other than in compliance with paragraph 12)
the windows, sky-lights or ventilating shafts or air inlets or outlets
which reflect or admit light or enable air to flow into or out of the
Demised Premises or any part of the Building.
14.2 The Tenant shall not in any way obstruct or permit the obstruction of any
Common Area and in particular shall not permit any bicycles, motor cycles
or scooters, trolleys and other vehicles for transportation to be parked
nor permit the stocking or storage or littering of any goods or garbage
in any Common Area (other than at the proper lots and areas designated by
the
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Landlord for parking of vehicles and the loading and unloading of goods).
Without limiting or prejudice to the foregoing, the Tenant will keep
clean and free from dirt and rubbish such parts of the Common Area in the
immediate vicinity of the Demised Premises.
15. USE OF CONVENIENCES
The Tenant shall not throw, place or allow to fall or cause or permit to
be thrown or placed in the lift shafts, water-closets or other
conveniences in the Building any sweepings, rubbish, waste paper or other
similar substances, and the Tenant shall on demand pay to the Landlord
the costs of repairing any damage to such lift shafts, water-closets or
other conveniences arising therefrom.
16. USE OF LIFTS
16.1 The Tenant shall not place nor permit to be placed into the passenger
lifts any baggage, furniture, parcels, sacks, bags, heavy articles or
other goods or other merchandise save only such light articles as
brief-cases, attached cases and handbags and to use only the service lift
prescribed by the Landlord for the transportation of furniture, goods and
other heavy equipment.
16.2 The Tenant shall not permit or allow the contractors, workmen or cleaners
(with or without equipment and tools) engaged by the Tenant to use the
passenger lifts of the Building and to ensure that they use only the
service lifts prescribed by the Landlord.
17. INFECTIOUS DISEASES
In the event of any infectious illness set out in the Infectious Diseases
Act, Cap 137, occurring at the Demised Premises to give notice thereof as
soon as it becomes aware of it to the Landlord and the proper authorities
and at its cost and expense to fumigate and disinfect the Demised
Premises and to comply with the reasonable and lawful requirements in
respect of the same.
18. AERIALS, SIGNS AND ADVERTISEMENTS
18.1 The Tenant shall not erect display affix or exhibit on or to any part of
the Demised Premises visible to the Common Area any signs lights flags
advertisement notice pole mast wire radio or television aerial or antenna
or any loudspeakers or similar devices at the Demised Premises without
the prior written consent of Landlord, which consent may be given on such
terms and conditions as the Landlord deems fit and provided always that
the Tenant shall at its cost obtain all necessary approvals from the
competent authorities. Any consent given may at any time be withdrawn as
the
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Landlord may determine having regard to the interest of the Building as
a whole and/or the interest of other tenant's occupiers and persons
lawfully therein.
18.2 The Landlord shall be entitled to determine the hours of illumination of
signs in accordance with the Business Hours as from time to time
prescribed by the Landlord.
19. TEMPORARY PARKING AND LOADING BAYS
19.1 The Tenant shall not load or unload any goods or materials except at the
loading and unloading bays or areas designated by the Landlord and so as
not to cause congestion nor inconvenience to any other user.
19.2 The Tenant shall ensure that the Tenant's agents, employees, servants,
licensees or permitted occupiers do not obstruct any areas designated for
temporary parking only or as loading and unloading bays and at all times
shall comply with the directions of the Landlord's employees or agents in
respect of the use of such areas.
20. FIRE AND ALARM SYSTEMS
20.1 The Tenant shall permit the duly authorised agents or employees of
Landlord at anytime during Business Hours by prior appointment to service
and maintain any fire or alarm systems of the Building.
20.2 The Tenant shall not install nor maintain any fire or security system at
the Demised Premises without the prior written approval of the Landlord
such approval not to be unreasonably withheld or which may interfere with
any fire or alarm system installed or maintained by the Landlord for the
Building.
20.3 No rubbish or waste shall at any time be burnt upon the Demised Premises
or the Common Area or any part thereof.
21. SOLICITING
The Tenant shall not solicit business, display or distribute advertising
material in the carparks or any Common Areas or use the same for
business or commercial purposes except in such manner and under such
conditions as may be approved from time to time by the Landlord.
22. NOTICE OF DEFECTS
The Tenant shall give notice in writing to the Landlord as soon as it
becomes aware of it of the occurrence of any damage or want of repair at
or to the Demised Premises and of any damage or want of repair to the
water pipes
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electrical wiring air-conditioning ducts fittings or fixtures at the
Demised Premises and of any circumstances which are or are likely to be
hazardous to or jeopardise the safety of any person or property.
23. NOTICE OF ADDRESS
The Tenant shall advise the Landlord or its managing agent of the private
address of the Tenant or if the Tenant shall be a corporation, of the
manager thereof, or if there shall be more than one tenant of any two of
them. The Landlord or its managing agent shall be promptly informed of
any change in any such address.
24. RESTRICTION OF USE OF NAME OF BUILDING
The Tenant shall not without the Landlord's prior written consent use the
name of the Building or any picture or likeness of the Building or the
Demised Premises in his or its registered or trading name or for any
advertising or purpose other than as the address and place of business of
the Tenant Provided That the Tenant shall be entitled to incorporate
references to and illustrations and sketches of the Building in any
dockets, vouchers, catalogues, advertisement or sales promotion material
relating to the business carried on by it in the Building. If the
Tenant's registered or trading name shall include the name or title of
the Building the Tenant will upon the expiration or sooner determination
of the term hereby created lodge with the Registrar of Business Notice of
Cessation of the use of its name if registered under the Business
Registration ▇▇▇ ▇▇▇▇ or if the Tenant is a company and the name of the
company includes the said name or title take all steps necessary to
remove such name or title from the name of the company.
25. CONTROL OF ACCESS
The Landlord will be entitled to close the Building and the Common Area
or any part thereof and to prevent and prohibit any person (including the
Tenant) from entering or remaining thereon between the hours of midnight
and 6 a.m. inclusive. Without affecting the generality of the preceding
provision of this rule the Landlord may close lock-off or otherwise
control the Common Area of any part thereof from time to time and may
take all such actions as the Landlord may deem necessary for the purposes
aforesaid and in particular may prohibit the use of the parking areas in
the Building prior to the hour of 9 a.m. or such earlier hour as the
Landlord may from time to time determine to prevent unauthorised persons
not intending to conduct business with or become customers of any of the
occupants of the Building from using the parking areas of the Building
for any private or other purpose. Notwithstanding anything herein
contained, the Landlord shall have the right at all times to refuse or
control access to the Building or any
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part thereof to any person whose presence would or might, in the
Landlord's opinion, be prejudicial to the safety, character or interest
of the Building or the Landlord or any tenant occupier or other person.
26. CONDUCT OF BUSINESS
Notwithstanding anything hereinbefore contained the Demised Premises
shall not be or remain open for business at or during any time or times
prohibited by law for that class of premises or the business carried on
therein.
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ANNEXURE
PLAN OF DEMISED PREMISES
-37 -
AS WITNESS the hands of the parties the day and year first above
mentioned.
SIGNED by the duly authorised ) FOR UOL PROPERTY INVESTMENTS PTE LTD
signatory of the Landlord ) /s/
in the presence of:- ) ----------------------------------------
/s/ Wellington Foo ▇▇▇▇▇ ▇▇▇▇
Wellington Foo ▇▇▇▇▇ ▇▇▇▇
COMPANY SECRETARY
SIGNED by the duly authorised )
signatory of the Tenant )
in the presence of:- ) /s/
Name: ▇▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇
NRIC No: ▇▇▇▇▇▇▇▇▇
Position: Director
▇▇▇▇ ▇▇▇-▇▇▇▇
Advocate & Solicitor
Singapore