Exhibit 10.15
DATE: August 22, 2004
LEASE
GRANTED BY: Field Real Estate (Holdings) Limited
TO: RAM Reinsurance Company Ltd.
DEMISED PREMISES: Third Floor & Penthouse, Ram Re House, Xxxx Street, Hamilton
TERM: Three (3) years from January 1st 2005
BASIC RENT: $21,420.00 (Twenty one thousand, four hundred and twenty
dollars) per month payable monthly in advance on first day
of each month
Plus monthly maintenance service charge
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TABLE OF CONTENTS
1. Definitions
2. Interpretation
3. Demise
4. Basic Rent and Maintenance Expenses
5. Tenant's Covenants
5.1 Basic Rent
5.2 Outgoing
5.3 Taxes
5.4 Decorate
5.5 Fit Out
5.6 Repairs
5.7 Insurance
5.8 Not to Alter
5.9 Inspection
5.10 Service Charge
5.11 User
5.12 Advertisements
5.13 Dealings with the Premises
5.14 Entry for Repair Replacement or Examination
5.15 Compliance with Statutes
5.16 Easements and Encroachments
5.17 Indemnification
5.18 Conform to Management Regulations
5.19 Surrender of Premises
5.20 Costs
5.21 Disposal of Refuse
6. Landlord's Covenants
6.1 Quiet Enjoyment
6.2 Insurance
6.3 Reinstatement
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6.4 Suspension of Basic Rent and Early Termination
6.5 Indemnity
6.6 Maintenance and Other Obligations
6.7 Assignment
6.8 Security Cards
6.9 Right of First Refusal
7. Default by the Tenant
8. Term and Option to Renew
9. Notices Consents Etc
10. No Warranty
11. No Liability
12. Services
13. Security Deposit
14. Holdover
15. Waiver of Subrogation
16. Broker
17. Governing Law
18. Mediation & Arbitration
SCHEDULES
First Schedule: The Tenant's Easement Rights and Privileges
Second Schedule: Exceptions and Reservations
Third Schedule: The Landlord's Maintenance and Other Obligations in respect
of Ram Re House
Fourth Schedule: Restrictions on the Tenant
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THIS LEASE is dated the 1st day of January, 2005 and is made in duplicate
BETWEEN
(1) FIELD REAL ESTATE (HOLDINGS) LIMITED a body corporate under an Act of the
Legislature of the Islands of Bermuda ("the Landlord") and
(2) RAM REINSURANCE COMPANY LTD. a Company incorporated under the laws of the
Islands of Bermuda ("the Tenant").
1. DEFINITIONS
1.1 "AFFILIATED COMPANY" shall mean a company which either wholly owns or
controls the Tenant, is wholly owned or controlled by the Tenant, is under
common ownership or control with the Tenant or is a body into which the
Tenant or any of the foregoing parties is merged or consolidated.
1.2 "BASIC RENT" shall mean the yearly rent for the Demised Premises of Two
hundred and fifty seven thousand and forty Bermuda Dollars (BD$257,040.00)
being equivalent to fifty six Bermuda Dollars (BD$56.00) per square foot of
office space.
1.3 "TERM" shall mean Three (3) years from the Lease Commencement Date being
the 1st day of January 2005 (that is to say until the 31st day of December
2007).
1.4 "BUSINESS DAY" shall mean any day from Monday to Friday (inclusive) that is
not a public holiday on which banks in Hamilton, Bermuda, are authorised or
required to be closed.
1.4 "THIRD FLOOR & PENTHOUSE, RAM RE HOUSE" shall mean that building comprising
office and other premises of which the Demised Premises (more particularly
defined in Clause 3 herein) forms part and which is situated at 00 Xxxx
Xxxxxx in the City of Xxxxxxxx in the said Islands
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1.5 "DECORATE" shall mean to paint, wallpaper, carpet, or otherwise treat (as
the case may be) all surfaces usually or requiring to be so treated having
first prepared such surfaces as may be necessary and to wash down all
washable surfaces and to restore paint and make good the brickwork and
stonework where necessary. All decoration shall be carried out with good
quality materials and where painting is involved two coats shall be
applied.
1.6 "TERMINATION" shall mean the expiration or sooner termination of the Term.
1.7 "DILAPIDATION'S" shall mean the defects in and wants of repair and/or
Decoration of the Demised Premises.
1.8 "INSURED RISKS" means fire, xxxxx, xxxxxxx, lightning, explosion, riot,
civil commotion, malicious damage, impact, flood, bursting or overflowing
of water tanks, burst pipes, discharge from sprinklers, aircraft and other
aerial devices or articles dropped from them (other than war risks),
earthquake, landslide heave subsidence, and such other risks as the
Landlord may from time to time require to be covered.
1.9 "INTEREST RATE" shall mean the prevailing The Bank of N.T. Xxxxxxxxxxx &
Son Ltd.'s Bermuda Dollar Base Rate plus four percent (4%).
1.10 "LEASE COMMENCEMENT DATE" shall mean 1st January 2005.
1.11 "MAINTENANCE SERVICE CHARGE" shall mean the yearly sum of Sixty six
thousand five hundred and fifty five Bermuda Dollars (BD $66,555.00) being
equivalent to fourteen Bermuda Dollars and fifty cents (BD $14.50) per
square foot of office space which sum represents the proportion of the sums
expended by the Landlord in respect of the matters set out in the Third
Schedule hereto attributable to the Demised Premises.
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1.12 "BASIC RENT COMMENCEMENT DATE" shall mean 1st January 2005
2. INTERPRETATION
In this Lease unless the context otherwise requires:
2.1 words importing any gender include every gender;
2.2 words importing the singular number only include the plural number and vice
versa;
2.3 words importing persons include firms, companies and corporations and vice
versa;
2.4 references to numbered clauses, paragraphs and schedules are references to
the relevant clauses paragraphs in or schedules to this Lease;
2.5 reference in any schedule to numbered paragraphs is references to the
numbered paragraphs of that schedule;
2.6 where two or more persons undertake any obligation jointly they shall be
jointly and severally liable in respect of that obligation;
2.7 any obligation on any party not to do or omit to do anything shall include
an obligation not to allow that thing to be done or omitted to be done by
any subtenant of that party or by any employee servant agent invitee or
licensee of that party or its subtenant;
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2.8 the Landlord and the Tenant shall include their successors and assigns and
the person or persons for the time being deriving title from or under the
Landlord and the Tenant respectively;
2.9 where the Landlord or the Tenant covenant to do something they shall be
deemed to fulfil that obligation if they procure that it is done;
2.10 the headings to the clauses, schedules and paragraphs shall not affect the
interpretation;
2.11 clause 5.17 does not make the Tenant liable for costs of any person where
the Tenant has exercised its reasonable duty of care;
2.12 In every case where the Landlord seeks legal advice, the costs of which may
be payable by the Tenant, the decision to seek such advice should be
reasonable and necessary, and the attorney's fees should be reasonable and
revisable by the Bar Council;
2.13 Where the premises are unfit for use and occupation, not resulting from the
act or omission of the Tenant, the Basic Rent shall cease and in the event
of dispute over whether the premises are unfit for use and occupation, the
issue shall be referred to arbitration (or mediation) and;
2.14 Any costs of the Landlord which may be payable by the Tenant under this
Lease are to be reasonable and any provision of this Lease which attempts
to obviate the Landlord's duty to mitigate its loss or avoid the
jurisdiction of the Courts of Bermuda are void.
3. DEMISE AND PREMISES
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In consideration of the Basic Rent hereinafter reserved and the covenants and
conditions on the part of the Tenant hereinafter contained the Landlord HEREBY
DEMISES to the Tenant ALL those premises designated as Third and Penthouse, Ram
Re House comprising an area of 4,590 (Four Thousand Five Hundred and Ninety)
square feet TOGETHER WITH the easements, rights and privileges mentioned in the
First Schedule hereto but excepted and reserved as mentioned in the Second
Schedule hereto to hold the Demised Premises unto the Tenant for the Term
yielding and paying to the Landlord the Basic Rent.
4. BASIC RENT
4.1 The Tenant shall pay to the Landlord a Basic Rent for the Demised Premises
of Two hundred and fifty seven thousand and forty Bermuda Dollars (BD
$257,040.00) per annum (hereinafter called "the Basic Rent") being fifty
six Bermuda Dollars (BD $56.00) per square foot and the total area of the
Demised Premises being 4,590 square feet and the Basic Rent shall be
payable by equal monthly installments in the amount of Twenty one thousand
four hundred and twenty Bermuda Dollars (BD $21,420.00). The first payment
is due January 1st, 2005, and all subsequent installments are payable in
advance on the first day of each calendar month by way of Standing Order to
account No 20 006 060 140636 at The Bank of N.T. Xxxxxxxxxxx & Son Limited.
4.2 The Tenant shall pay to the Landlord interest as provided in sub-clause
5.1.2 hereof.
5. TENANT'S COVENANTS
The Tenant hereby covenants with the Landlord as follows:
5.1 BASIC RENT
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5.1.1 To pay the Basic Rent at the times and in the manner herein before
appointed for payment thereof as to which time shall be of the essence
without any deduction setoff or counterclaim whatsoever.
5.1.2 Without prejudice to any other rights, remedy or power herein contained if
any Basic Rent or other sums payable by the Tenant to the Landlord
hereunder shall remain unpaid for five (5) Business Days following the due
date (whether or not demanded except where a demand is required by this
Lease) the Tenant shall pay to the Landlord on demand interest upon such
sum at the Interest Rate calculated from the due date to the actual date of
payment.
5.1.3 In the event the Tenant fails to make any Basic Rent payment due hereunder
within five (5) Business Days after such payment is due the Landlord shall
notify the Tenant of such and should such non-payment continue for a period
of five (5) Business Days after the notice date the Tenant shall pay to the
Landlord a late charge in an amount equal to Five Hundred Bermuda Dollars
(BD$500) together with the late Basic Rent payment and interest where
applicable.
5.2 OUTGOINGS
To pay and indemnify the Landlord against all telecommunication charges and
any other outgoing whatsoever payable in respect of or attributable to the
Demised Premises but save and except for any taxes that may be imposed or
charged upon the income of the Landlord. Without prejudice to the
generality of the foregoing it is agreed that the Tenant's portion of the
Corporation of Xxxxxxxx tax and taxes payable under the Land Valuation and
Tax Xxx 0000 or any Act for the time being amending or replacing the same
will be billed directly to the Tenant and is for the Tenant's own account.
5.3 TAXES
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To pay for and indemnify the Landlord against all taxes and charges which
during the Term or any extension thereof are charged or imposed solely in
respect of this Lease or in respect of the Demised Premises including Land
Tax and the occupier's portion of the Corporation of Xxxxxxxx Tax and any
other taxes payable under the Land Valuation and Tax Xxx 0000 or any Act
for the time being amending or replacing the same.
5.4 DECORATE
5.4.1 During the last three (3) months of the Term (howsoever determined) to
Decorate the Demised Premises as required and deemed necessary by the
Landlord.
5.4.2 Before starting the Decoration the Tenant shall obtain the Landlord's
consent to the colour scheme and the type of Decoration.
5.5 FIT OUT
At the commencement of the Term to treat the walls and/or provide any
partitioning supply and install light fittings and generally fit out the
Demised Premises as previously approved by the Landlord, PROVIDED always
that the Tenant acknowledges that the Landlord has designed the Demised
Premises to allow for the use of 4 xxxxx per square foot for lighting
purposes and 20 xxxxx per square foot for ancillary electrical purposes and
if the Tenant whether knowingly or not exceeds these standards the Landlord
shall in no way be held responsible or accountable to the Tenant for any
malfunctioning of the air conditioning installation within the Demised
Premises that arises as a result of the Tenant exceeding the aforementioned
standards.
5.6 REPAIRS
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Except as may otherwise be required of the Landlord as provided in the
Third Schedule or elsewhere in this Lease to keep the Demised Premises in
good and substantial repair and condition during the Term or any extension
thereof provided always that the Landlord shall repair and replace from
time to time any of the Landlord's fixtures and fittings that may be or
become damaged or beyond repair through fair wear and tear.
5.7 INSURANCE
5.7.1 The Tenant shall procure and throughout the Term maintain with responsible
companies licensed in Bermuda to sell insurance a policy of commercial
general liability and property damage insurance covering all costs expenses
and/or liability arising out of any and all claims, accidents, injuries and
damages caused to any person or to the property of any person arising from
or related to the conduct and operation of the Tenant's business in the
Demised Premises in a form and in amounts of a commercially reasonable
standard for a business of its type. The certificates for such insurance
shall contain the waiver of subrogation provided for in Clause 15 below.
The Tenant shall maintain insurance to cover the loss of its fixtures,
equipment and personal property and business interruption insurance.
5.7.2 The Tenant shall not do or fail to do anything which shall or may cause
any insurance policy of the Landlord relating to Ram Re House and/or the
Demised Premises to be void or voidable or increase the premiums payable
under them. However the foregoing shall not prohibit the Tenant from
occupying and using the Demised Premises as office premises in connection
with the Tenant's business.
5.7.3 If the insurance money under any of the insurance policies effected by the
Landlord is wholly or partly irrecoverable by reason of any act or neglect
or default of the Tenant or any subtenant or any employee, servant, agent,
licensee or
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invitee of any of them then the Tenant will pay to the Landlord the
irrecoverable amount or the amount of such shortfall as the case may be
together with interest at the Interest Rate on the relevant sum from the
date on which that sum is due to the date of payment.
5.8 NOT TO ALTER THE DEMISED PREMISES
5.8.1 Not to cut, maim, alter or injure or permit to be cut, maimed,
altered or injured any of the walls timbers floors or any other part
of the Demised Premises nor without the prior written consent of the
Landlord (which consent shall not be unreasonably withheld or delayed)
make any alteration, addition or improvement of any kind in or to the
Demised Premises unless:
5.8.1.1 the Tenant has submitted to the Landlord detailed plans and
specifications showing the proposed works; and
5.8.1.2 the Tenant has given to the Landlord such covenants relating to the
carrying out of the works as the Landlord may require; and
5.8.1.3 The works are carried out by contractors approved by the Landlord
prior to the commencement of said alterations or improvements.
If the Landlord does consent in writing to any alterations, additions or
improvements the Tenant will make good to the satisfaction of the Landlord
any damage occasioned thereby and will remove and make good at its own
expense any alteration, addition or improvement not so authorized by the
Landlord.
5.9 INSPECTION
5.9.1 To permit the Landlord with or without workmen or others at reasonable
times and upon reasonable notice (or at any time in an emergency) to enter
in and upon
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the Demised Premises to view the state of repair and condition thereof
including Landlord owned furniture and upon the Landlord serving upon the
Tenant a written notice specifying any defects or any want of repair then
and there found and for which the Tenant is responsible the Tenant shall
forthwith proceed to execute such repairs in a proper and workmanlike
manner to the reasonable satisfaction of the Landlord. If the Tenant shall
not within the period of thirty (30) days after receipt of such notice or
sooner if required in case of an emergency proceed to repair and make good
the same according to such notice and the covenants in that behalf herein
before contained then the provisions of Clause 5.9.2 apply.
5.9.2 If the Tenant fails to comply with Sub-clause 5.9.1 of this Clause the
Landlord may enter the Demised Premises (with or without workmen) and
execute such repairs. All actual costs reasonably incurred by the Landlord
in so doing shall be a debt due from the Tenant to the Landlord that the
Tenant shall pay with the next monthly installment of Basic Rent with
interest thereon at the Interest Rate from the date of completion of the
works until the date of payment.
5.10 MAINTENANCE SERVICE CHARGE
5.10.1 To pay to the Landlord without deduction and by way of additional rent
Maintenance Services Charges at the rate of $14.50 per square foot for the
Term all such charges payable in equal monthly installments in advance in
the amount of five thousand five hundred and forty six Bermuda Dollars and
twenty five cents (BD $5,546.25). All installments to be paid on the days
and by means provided hereunder for the payment of Basic Rent (as to which
time shall be of the essence).
5.11 USER
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5.11.1 Not at any time during the Term or any extension thereof to use or occupy
or permit to be used or occupied the Demised Premises for any purpose other
than as office space and in particular not to use or permit the use of the
Demised Premises or any part thereof for residential purposes at any time
nor to sleep or to permit anyone to sleep in the Demised Premises.
5.11.2 Not to do or permit or suffer to be done on the Demised Premises any
thing which may be a nuisance to the Landlord or its other tenants or any
neighboring owner or occupier and this shall be deemed to include the
remainder of Ram Re House.
5.11.3 Not to use or permit to be used the Demised Premises or any part thereof
for any noxious, offensive, noisy, or dangerous trade or business or use or
permit to be used the same for any vexatious, illegal or immoral purpose or
permit any illegal drug or drugs to be taken into the Demised Premises or
any part thereof nor use or permit to be used the Demised Premises as a
betting shop, club, place of public entertainment or amusement arcade nor
for any purpose at any time prohibited by Government Municipal or other
competent authority nor permit or suffer to be held upon the Demised
Premises or any part thereof any sale by auction.
5.11.4 Not to exhibit or permit to be exhibited goods or chattels for sale or
display or any other purpose or place packages or rubbish on the corridors,
staircases and landings of (or providing ingress to or egress from) Ram Re
House or on any of the pavements adjoining or adjacent to Ram Re House nor
allow the same to be obstructed in any way whatsoever or used for packing
or unpacking goods and not to write or permit writing or posting of bills
or notices thereon save only that rubbish for collection may be placed on a
portion of the pavement adjoining Ram Re House as agreed by the Landlord
from time to time
5.11.5 Not to keep or permit or suffer to be kept on the Demised Premises any
petroleum products or materials of a dangerous or explosive nature or the
keeping of which may contravene any Statute or Local Regulation or By-Law
or constitute a
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nuisance or danger to the owners or occupiers of any adjoining or
neighboring property and not without the authority of the Landlord such
authority not to be unreasonably withheld or delayed to use or permit to be
used on the Demised Premises any machine other than normal office and
point-of-sale machines.
5.11.6 Not to place any excessive weight or strain on the floors of the Demised
Premises of over 140 lbs. per s.f. total load (70 lbs. per s.f. live load)
and to repair or pay the cost of repairing any damage which may be caused
by any breach of this covenant or any other damage caused by the Tenant or
the servants or agents of the Tenant to any adjoining or neighboring
premises including the remainder of Ram Re House.
5.12 ADVERTISEMENTS
Not to affix or set upon the Demised Premises or any part thereof or permit
to be set up or affixed thereon any bills, advertisements, signs,
signboards, fascia advertisements, placards, announcements or sky-signs of
any description without the prior written consent of the Landlord PROVIDED
ALWAYS that the Tenant shall with the prior written approval of the
Landlord have the right to exhibit their typical trading name and/or logo
and an indication of the type of business of the Tenant (and its Affiliated
Companies) in a form and size in accordance with the Advertisements
Regulation Act 1911 or its successor reasonably approved by the Landlord on
or at the entrance to the Demised Premises and on the notice boards in Ram
Re House to be arranged by the Landlord.
5.13 DEALINGS WITH THE DEMISED PREMISES
5.13.1 Unless expressly permitted by the Landlord in writing pursuant to the
provisions of sub-clause 5.13.2 and 5.13.3 the Tenant shall not assign,
sublet, mortgage, charge, part with or share possession or occupation of
all or any part of the
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Demised Premises nor hold the Demised Premises on trust for any other
person.
5.13.2 The Landlord shall not unreasonably withhold consent to a mortgage or
legal charge of the whole of the Demised Premises.
5.13.3 The Landlord shall not permit an assignment of the whole of the Demised
Premises unless:
5.13.3.1 the Tenant has obtained the prior written consent of the Landlord
to such proposed assignment which consent shall not be unreasonably
withheld;
5.13.3.2 the prospective assignee has covenanted with the Landlord that
from the date of the assignment of the Demised Premises to it for the
remainder of the Term it will pay the Basic Rent and observe and
perform all the Tenant's covenants and obligations in this Lease and;
5.13.3.3 if the Landlord requires a guarantor or guarantors acceptable to
the Landlord has guaranteed to the Landlord the due performance of the
prospective assignee's obligations in such terms as the Landlord may
reasonably require;
5.13.4 In the case of any permitted subletting (whether of whole or of part) the
Tenant shall enforce against any subtenant the provisions of any sublease
and shall not waive them.
5.13.5 In the case of any permitted subletting (whether of whole or part) the
Tenant shall not without consent of the Landlord (which shall not be
unreasonably withheld):
5.13.5.1 vary the terms of any sublease; or
5.13.5.2 accept a surrender of all or part of the sublet premises; or
5.13.5.3 agree any review of the Basic Rent under any sublease.
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5.13.6 The Tenant shall not require or permit any Basic Rent reserved by any
sublease (whether of whole or part) to be commuted or to be paid more than
one month in advance or to be reduced.
5.13.7 Any consent granted under this clause 5.13 should (unless it expressly
states otherwise) only be valid if the dealing to which it relates is
completed within two months after the date of the consent.
5.14 ENTRY FOR REPAIR REPLACEMENT OR EXAMINATION
To permit the Landlord at all reasonable times of the day upon giving at
least twenty-four (24) hours prior notice (which need not be in writing) or
at any time in an emergency upon giving reasonable previous notice to enter
in and upon the Demised Premises for the purpose of or in connection with:
5.14.1 Exercising the rights reserved by the Second Schedule to this Lease;
5.14.2 Inspecting or viewing the Demised Premises for any purpose in connection
with the provisions of this Lease;
5.14.3 Making surveys or drawings of the Demised Premises;
5.14.4 During the last six (6) months of the Term erecting a notice board
stating that the Demised Premises are to be let or for sale (which the
Tenant shall not remove, interfere with or obscure) and at all reasonable
times by appointment to show all intending tenants or purchasers over the
Demised Premises;
5.14.5 The maintenance, repair, examination, development or alteration of any
neighbouring premises or anything serving the same and running through the
Demised Premises;
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5.14.6 Complying with any requirements of any competent authority the Landlord
acting in a reasonable manner, causing minimal disruption to the Tenant and
making good any damage caused to the Demised Premises including restoration
of the Demised Premises to the fit and finish existing prior to such repair
with good quality materials and at all reasonable times by appointment to
show all intending Tenants or purchasers over the Demised Premises.
5.15 COMPLIANCE WITH STATUTES
5.15.1 To comply at all times and in all respects during the Term or any
extension thereof with all Acts, Regulations, By-Laws and Orders whether
made by Government Municipal or other competent body or authority and to
comply with conditions imposed thereby insofar as the same relate to or
affect the Landlord's use of the Demised Premises and to do all such works
as may be directed to be done in respect of the Tenant's use of the Demised
Premises whether by the owner or the occupier thereof and at all times to
indemnify and keep indemnified the Landlord against any breach
non-performance or non-observance by the Tenant of any Act, Regulation,
By-Law or Order and to repay to the Landlord any reasonable costs charges
or expenses incurred by the Landlord in respect of any breach etc. by the
Tenant of such Acts Regulations By-Laws and Orders.
5.15.2 Where the Tenant receives from an Authority any formal notice relating to
the Demised Premises or Ram Re House (whether or not the notice is of a
legal obligation) it shall immediately send a copy to the Landlord and if
requested by the Landlord shall make or join in making such objections
representations or appeals in respect of it as the Landlord may reasonably
require (except those that are to the detriment of either party.)
5.15.3 As often as is necessary to obtain at the Tenant's expense (subject to
the Landlord's prior written consent which shall not be unreasonably
withheld) all licenses, permissions and consents in respect of the Tenant's
use of the Demised
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Premises and to notify the Landlord promptly of any refusals in respect
thereof and to pay satisfy and keep the Landlord fully indemnified against
all actions, proceedings, disputes, damages, penalties, costs, charges,
claims, and demands whatsoever which may be brought or alleged or become
payable in respect of the carrying out or maintenance by the Tenant of any
operations on or use of the Demised Premises except if the same is
occasioned by the Landlord's negligence or misconduct.
5.16 EASEMENTS AND ENCROACHMENTS
Not to obstruct permanently any window or light belonging to the Demised
Premises and to give immediate notice to the Landlord if the Tenant becomes
aware of any encroachment or easement affecting the Demised Premises that
shall be made or attempted and at the Landlord's request and cost to adopt
such means as may be reasonably required to prevent or defeat the same.
5.17 INDEMNIFICATION OF LANDLORD
Pursuant to the provisions of sub-clause 2.11, to be responsible for and to
indemnify the Landlord against the cost of all damage or expense occasioned
to the Demised Premises or the Landlord or any other part of Ram Re House
or any adjacent or neighboring premises and against all actions, costs,
claims, demands and liability whatsoever in respect of injury or damage to
person or property due to or arising from the act neglect or default of the
Tenant or any servants, agents, licensees or invitees of the Tenant
(including any breach of this Lease). Without prejudice to the generality
of the foregoing this indemnity shall include legal fees and disbursements
on a full indemnity solicitor-and-own-client basis together with the time
and costs of in-house legal counsel and the fees and expenses of other
professionals as may be reasonably required.
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5.18 CONFORM TO MANAGEMENT RELATIONS
To comply with the restrictions contained or referred to in the Fourth
Schedule hereto and also to comply with the reasonable regulations from
time to time laid down by the Landlord as to the method of bringing or
fixing telephone or electric light or power (including the uninterrupted
power supply) and other pipes, wires or conduits into the Demised Premises
and to carry out the work in connection therewith to the satisfaction of
the Landlord and to make good to the reasonable satisfaction of the
Landlord any damage that may be caused by such work to the fabric of Ram Re
House.
5.19 SURRENDER OF PREMISES
5.19.1 On Termination the Tenant shall yield up the Demised Premises to the
Landlord with vacant possession in a state of repair, condition and
decoration that is consistent with the proper performance of the Tenant's
covenants in this Lease.
5.19.2 No sooner than four (4) months prior to the expiration or sooner
termination of this Lease the Landlord shall advise the Tenant which of the
alterations additions and improvements made to the Demised Premises during
the Term the Landlord desires to retain in the Demised Premises.
5.19.3 Immediately before Termination if and to the extent required by the
Landlord pursuant to Clause 5.19.2 herein the Tenant shall remove or
reinstate the alterations, additions or improvements made to the Demised
Premises at any time during the Term and where this involves the
disconnection of plant or conduits the Tenant shall ensure that the
disconnection is carried out properly and safely and that the plant and
conduits are suitably sealed off or capped and left in a safe condition so
as not to interfere with the continued functioning of the plant or use of
the conduits elsewhere in Ram Re House.
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5.19.4 The Tenant shall make good any damage caused in complying with
Sub-clauses 5.19.1 5.19.2 and 5.19.3 hereof and shall carry out all
relevant works including the making good of damage to the reasonable
satisfaction of the Landlord.
5.19.5 If upon Termination the Demised Premises are not left in the state
required by this Sub-clause 5.19 the Landlord shall have the right to cure
such breach of covenant.
5.19.6 If on Termination, the Tenant leaves any fixtures, fittings or other
items in the Demised Premises the Landlord may treat them as having been
abandoned and may remove destroy or dispose of them as the Landlord wishes.
The Landlord shall have the right to offset the reasonable cost thereof
from the Security Deposit. Should the Security Deposit be insufficient to
cover the cost of such sums due the Tenant shall pay the balance due to the
Landlord upon demand.
5.20 COSTS
The Tenant shall pay to the Landlord on demand on a full indemnity basis all
costs, expense, losses and liabilities incurred by the Landlord as a result of
or in connection with:
5.20.1 any breach by the Tenant of any of its covenants or obligations in this
Lease and/or the enforcement or attempted enforcement of those covenants
and obligations by the Landlord;
5.20.2 any application for consent under this Lease whether or not that consent
is refused or the application is withdrawn including legal costs incurred
in reviewing any proposed assignment or sublease of the Demised Premises;
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5.20.3 the preparation and service of any notice pursuant to Sub-clause 5.9 of
this Lease or any schedule or list of Dilapidations served during the Term
or within three (3) months after the expiration or sooner Termination of
the Term.
5.21 DISPOSAL OF REFUSE
To deposit all refuse from the Demised Premises in the refuse area and at
the times as directed by the Landlord and not to deposit or dispose of such
refuse in any other manner.
6. LANDLORD'S COVENANTS
The Landlord hereby covenants with the Tenant as follows:
6.1. QUIET ENJOYMENT
That the Tenant paying the Basic Rent and other payments herein before
reserved and performing and observing the covenants on its part and
conditions herein before contained shall peacefully and quietly hold and
enjoy the Demised Premises during the Term and any extension thereof
without any interruption by the Landlord or any person lawfully claiming
under or in trust for it.
6.2 INSURANCE
6.2.1 The Landlord shall effect and maintain the following insurances in respect
of Ram Re House:
6.2.1.1 insurance against damage or destruction by the Insured Risks in a
sum equal to the Landlords' estimate from time to time of the full
reinstatement cost of Ram Re House and other structures on Ram Re
House including:
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6.2.1.1.1 the cost of demolition shoring up and site clearance;
6.2.1.1.2 all architects' surveyors' and other professional fees and
incidental expenses in connection with reinstatement;
6.2.1.2 third party and public liability insurance;
6.2.1.3 insurance against such other risks as the Landlord may deem
necessary from time to time.
6.2.2 The Landlord may but shall not be obliged to insure against loss of Basic
Rent.
6.2.3 The Landlord shall not be obliged to insure under sub-clause 6.2.1 if and
to the extent that:
6.2.3.1 insurance is not available in the Bermuda insurance market; or
6.2.3.2 any excess exclusion or limitation imposed by the relevant Insurers
applies; or
6.2.3.3 the Insurance Policies have become void or voidable by reason of
any act neglect or default of the Tenant.
6.3 REINSTATEMENT
6.3.1 In the event that Ram Re House shall be damaged or destroyed by the
Insured Risks then the Landlord shall use all reasonable endeavours to
reinstate and make good Ram Re House and the Demised Premises as soon as is
practicable after such damage or destruction subject only to receiving from
the Tenant any monies payable by virtue of Sub-Clause 5.7.3.
6.3.2 The Building need not be reinstated to the same state, appearance or
layout as before but following any reinstatement the Demised Premises shall
enjoy substantially the same rights, standards, quality and amenities as
before.
6.4 SUSPENSION OF BASIC RENT AND EARLY TERMINATION
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6.4.1 In the event of the Demised Premises (or any part thereof) at any time
during the Term being damaged or destroyed by the Insured Risks or any of
them so as to be unfit for occupation and use by the Tenant and if the
Landlord's policy or policies of insurance shall not have been rendered
void or voidable or payment of the policy monies refused in whole or in
part by reason of any neglect, misconduct or default of the Tenant or if
the Demised Premises become unfit for occupation and use because any of the
services to be provided by the Landlord under Sub-clause 6.6 are not
provided for any period in excess of thirty (30) consecutive days then the
Basic Rent hereby reserved (or a fair proportion thereof according to the
nature and extent of the damage sustained) shall be suspended until the
Demised Premises shall again be rendered fit for occupation and use.
6.4.2 If the Demised Premises or any part thereof shall be unfit for use and
occupation for in excess of ninety (90) consecutive days during the Term
then either the Landlord or the Tenant shall have the right to terminate
this Lease on not less than one month's written notice to the other served
at any time after that date whereupon the Lease shall forthwith terminate
but the Termination shall be without prejudice to any right of action of
either party in respect of any previous breach of the terms of this Lease
by the other or to any obligation of the Tenant under Sub-clause 5.7 (and
any sums payable under this Sub-clause shall be paid on Termination if they
have not already become payable) and all monies payable under the insurance
policies or by the Tenant under Sub-clause 5.7 shall be paid to and belong
to the Landlord absolutely.
6.5 INDEMNITY
To be responsible for and to indemnify the Tenant against the cost of all
damage occasioned to the Demised Premises or any other part of Ram Re House
and against all actions costs claims demands and liability whatsoever in
respect of injury or damage to personal property due to or arising from the
act, neglect or default of the Landlord or any servants agents licensees or
invitees of the Landlord.
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6.6 MAINTENANCE AND OTHER OBLIGATIONS
That subject to the payment of Basic Rent, Maintenance Service Charge and
other payments herein before reserved on the dates and in the manner herein
before provided and to the observance and performance of the covenants and
stipulations herein contained and on the part of the Tenant to be observed
and performed the Landlord will carry out and perform or arrange for the
carrying out and performance of the several matters and things set forth in
the Third Schedule hereto as it shall from time to time reasonably consider
appropriate (as well as its other obligations provided for elsewhere in
this Lease) and will defray the costs and expenses thereof PROVIDED ALWAYS
and without prejudice to the generality of the foregoing it is hereby
expressly agreed that:
6.6.1 The Landlord may appoint and remunerate a managing agent who by the terms
of its contract shall be responsible to the Landlord for carrying out and
performing the several matters and things set forth in the Third Schedule
hereto and for arranging for the defraying of the costs and expenses
thereof
6.6.2 The Landlord shall not be obliged to provide the maintenance and other
obligations contained in the Third Schedule where:
6.6.2.1 it is prevented from so doing by circumstances beyond its
reasonable control including without limitation breakdown, damage, the
need for inspection or repair, shortage of fuel, equipment or
materials and inclement weather; or
6.6.2.2 the service cannot reasonably be provided as a result of works of
alteration, inspection or repair or any other works being carried out
at Ram Re House; or
6.6.2.3 the Basic Rent, Maintenance Service Charge or any element or part
thereof is in arrears beyond any applicable grace period but in the
circumstances set out in Sub-clauses 6.6.2.1 and 6.6.2.2 the
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Landlord shall restore the service as soon as reasonably practicable.
6.7 ASSIGNMENT
The Landlord shall have the right to assign in whole or in part all its
rights and obligations hereunder and in such event and upon completion of
the assignment no further liability or obligation shall thereafter accrue
against the Landlord hereunder for the part assigned, upon notice to the
Tenant of such assignment.. Upon request by the Landlord the Tenant agrees
to execute a certificate certifying such facts (if true) as the Landlord
may reasonably require in connection with any such assignment by the
Landlord for the part assigned.
6.8 SECURITY CARDS
To facilitate the Tenant's ingress and egress into the Demised Premises and
into Ram Re House during Restricted Hours the Landlord shall at its expense
provide the Tenant and employees of the Tenant with security cards provided
that the Tenant shall reimburse the Landlord for the reasonable cost of any
replacement cards and shall return all cards upon Termination.
6.9 RIGHTS OF FIRST REFUSAL
6.9.1 The Landlord hereby agrees with the Tenant that if at any time during the
term of this Lease that any space in Ram Re House becomes available for
rent the Landlord will give to the Tenant the right of refusal in
preference to the rights of all other Tenants of Ram Re House to occupy
such space.
6.9.2 Such space shall be made available for the residue of the term of this
Lease then subsisting but otherwise upon the same terms as this Lease (as
far as applicable) save as to Basic Rent which shall be granted at an open
market rent PROVIDED
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THAT if within thirty (30) days of the Landlord having given written notice
to the Tenant that such space has become available as aforesaid the Tenant
shall not have accepted such offer in writing and entered into a lease of
the same then the Landlord shall be free to market the said space in any
manner it chooses without making any further reference to the Tenant.
7. DEFAULT BY THE TENANT
7.1 Without prejudice to any other rights of the Landlord the occurrence of any
of the following events and the expiration of any grace periods hereafter
described shall constitute an Event of Default under this Lease on the part
of the Tenant:
7.1.1 the Tenant shall fail to pay any sums to be paid by the Tenant under this
Lease and such failure shall continue for ten (10) days after the date such
payment is due;
7.1.2 the Tenant shall assign its interest in this Lease or sublease the whole
or any portion of the Demised Premises except as permitted in this Lease;
7.1.3 a breach shall be made in the performance of any of the other covenants or
conditions that the Tenant is required to observe and to perform (other
than those referred to in Sub-clauses 7.1.1 and 7.1.2 above) and such
breach shall continue for thirty (30) days after written notice from the
Landlord of such breach unless (with respect to any default which cannot be
cured within thirty (30) days due to causes beyond the Tenant's reasonable
control) the Tenant in good faith after receiving such written notice shall
have commenced and thereafter shall continue diligently to perform all
action necessary to cure such default;
7.1.4 the Tenant shall vacate or abandon the Demised Premises or any part
thereof for a period of more than sixty (60) consecutive days;
28
7.1.5 the Tenant shall become insolvent or bankrupt or have a receiving order in
bankruptcy made against it or enter into any composition with its
creditors;
7.1.6 the Tenant or any assignee or subtenant of the Tenant being an
incorporated company shall enter into liquidation whether voluntary or
compulsory (except by way of reconstruction or amalgamation) or an
encumbrance takes possession or exercises any power of sale or a receiver
is appointed of the whole or any part of the undertaking property assets or
revenues of such company or such company ceases or threatens to cease
carrying on its business in the normal course;
7.2 Upon the occurrence of an Event of Default then or at any time thereafter
while such Event of Default continues the Landlord at the Landlord's option
may have any one or more of the following described remedies in addition to
all other rights and remedies provided at law or in equity:
7.2.1 the Landlord with or without terminating this Lease may immediately or at
any time thereafter re-enter the Demised Premises and correct or repair any
condition that shall constitute a failure on the Tenant's part to keep,
observe, perform, satisfy or abide by any term, condition, covenant,
agreement, or obligation of this Lease and the Tenant shall fully reimburse
and compensate the Landlord on demand for the reasonable costs including
attorney's fees incurred by the Landlord in doing so;
7.2.2 the Landlord may terminate this Lease by giving the Tenant fourteen (14)
days written notice of such termination and forthwith repossess the Demised
Premises and remove all persons or property therefrom and be entitled to
recover forthwith as damages a sum of money equal to the total of:
7.2.2.1. The cost of recovering the Demised Premises (including without
limitation attorneys' fees and cost of suit);
29
7.2.2.2 the cost as reasonably estimated by the Landlord of any alterations
of or repairs to the Demised Premises that are necessary or proper to
prepare the same for reletting including brokers' commissions;
7.2.2.3 the unpaid Basic Rent owed at the time of the termination plus
interest thereon from the due date at the Interest Rate;
7.2.2.4 the present value of the balance of the Basic Rent for a period of
not more than six (6) calendar months remaining on the Term; and
7.2.2.5 any other sum of money and damages owed by the Tenant to the
Landlord;
7.2.3 without terminating this Lease and without being liable for any claim for
trespass or damages enter upon and take possession of the Demised Premises
and expel or remove the Tenant or anyone occupying the Demised Premises.
The Landlord may relet all or any portion of the Demised Premises for the
remainder of the Term upon such terms and conditions and at such rental
rate as the Landlord sees fit in its sole discretion (which may include
concessions and improvements to the Demised Premises). In such event the
Tenant shall pay to the Landlord monthly the amount of Basic Rent less the
Landlord's net rental income from the Demised Premises after deducting all
of the Landlord's costs of obtaining possession including renovating
repairing and altering the Demised Premises for a new tenant or tenants
cost of reletting the Demised Premises advertising costs real estate
commissions and attorneys' fees. Neither re-entry nor the taking of
possession of the Demised Premises by the Landlord nor notice to pay or
quit the Demised Premises given to the Tenant pursuant to the statutes of
Bermuda as now or hereafter enacted shall be construed as an election of
the Landlord to terminate this Lease unless a written notice of such
intention is given to the Tenant or unless the termination thereof occurs
by decree of a court of competent jurisdiction.
30
7.2.4 exercise by the Landlord of any one or more remedies hereunder granted or
otherwise available shall not be deemed to be an acceptance of surrender of
the Demised Premises by the Tenant whether by agreement or operation of law
it being understood that such surrender can be effected only by the written
consent by the Landlord. After an Event of Default the Tenant hereby waives
all claims for damages by reason of such re-entry repossession alteration
of locks or other security devices and all claims for damages by reason of
any forcible entry and detainee proceedings or other legal process.
7.2.5 the Landlord may but shall not be obligated to at any time and without
notice cure any Event of Default and whenever the Landlord so elects all
reasonable costs and expenses paid by the Landlord in curing such Event of
Default including attorneys' fees and expenses so incurred shall be paid by
the Tenant to the Landlord upon demand.
8. TERM AND OPTION TO RENEW
8.1 The term for which the premises are demised (hereinafter called "the Term")
is Three (3) years from the 1st day of January 2005 (that is to say until
the 31st day of December 2007).
8.2 The Landlord will on the written request of the Tenant made not later than
six (6) calendar months before the expiration of the Term and if there
shall not at the time of such request be any existing breach or
non-observance of any of the obligations on the part of the Tenant herein
contained grant to it a new lease of the Demised Premises for a further
single period of two (2) years from the expiration of the Term (at an
annual rent to be determined as provided in Clause 8.3 below) but otherwise
containing the like agreements and conditions as are herein contained SAVE
AND EXCEPT this Option to Renew.
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8.3 If the Landlord grants a new lease of the Demised Premises to the Tenant
pursuant to the provisions of Clause 8.2 then the Landlord will grant at
the Tenant's expense a further lease of the Demised Premises ("New Lease")
for a single term of two (2) years at a rent equal to the Basic Rent
payable during the last year of the Term and at a Maintenance Service
Charge equal to the Maintenance Service Charge payable during the last year
of the Term plus the percentage increase in the Consumer Price Index for
Bermuda (or any Index amending or replacing same) ("the Index") in respect
of the preceding two (2) year period prior to the expiration of the Term
("the New Lease Basic Rent and Maintenance Service Charge") such rate of
increase shall be calculated in accordance with the following formula
A-B
--- x 100
B
Where A = Index for month of January 2007
B = Index for month of January 2005
And the New Lease Basic Rent and Maintenance Service Charge shall be
payable with effect from the commencement of the New Lease which shall
contain the same covenants and conditions as reserved and contained in this
Lease except for this present clause providing for renewal.
8.4 If it becomes impossible by reason of any change after today's date in the
methods used to compile the Index or for any other reason whatever to
calculate the New Basic Rent and the New Maintenance Service Charges for
the purposes of Clause 8.3 above by reference to the Index or if any
dispute or question whatever arise between the parties to the amount of the
New Basic Rent or New Maintenance Service Charges or the construction or
effect of this paragraph the determination of the New Basic Rent or New
Maintenance Service Charge or both or other matter in dispute shall be
referred to mediation or arbitration as provided in clause 18.
32
8.5 The New Lease shall only be granted by the Landlord if:
8.5.1 notice has been served strictly in accordance with Clause 8.2
8.5.2 the Tenant is not in breach of its covenants in this Lease
8.5.3 the Tenant has paid to the Landlord the Landlord's costs in
connection with the grant of the New Lease including any stamp duty
thereon, and
8.5.4 the Landlord's business does not include the need for the Demised
Premises
8.6 Should the Tenant fail to provide the requisite notice the Landlord shall
have the right to market the Demised Premises. _ Under such conditions the
Tenant hereby consents to allow the Landlord upon at least one (1) day's
prior notice and at a time acceptable to both parties to show the Demised
Premises to prospective tenants.
9. NOTICES CONSENTS ETC.
Any notice under this Lease shall be in writing. Any notice to the Tenant
shall be sufficiently served if sent to the Tenant at the Demised Premises
by registered post or facsimile transmission and any notice sent to the
Landlord shall be sufficiently served if delivered at or sent by post or
facsimile transmission to the registered office of the Landlord or the
Landlords agent. Any notice sent by post shall be deemed to be given three
(3) Business Days after the date on which it was posted to the address to
which it is sent or on the Business Day it was sent (or the next Business
Day if not sent on a Business Day) if sent by facsimile and confirmation of
the transmission has been received.
10. NO WARRANTY
33
Nothing in this Lease shall imply or warrant that the Demised Premises may
lawfully be used for the use permitted by this Lease and the Tenant
acknowledges and admits that no such representation or warranty has ever
been made by or on behalf of the Landlord.
11. NO LIABILITY
The Landlord shall incur no liability to the Tenant or any subtenant or any
predecessor in title of either of them by reason of any approval given to
or inspection made of any drawings, plans, specifications or works prepared
or carried out by or on behalf of any such party nor should any such
approval or inspection in any way relieve the Tenant from its obligations
under this Lease.
12. SERVICES
The Landlord may add to vary or discontinue any of the services provided by
way of maintenance and other obligations in respect of Ram Re House
contained in the Third Schedule the Maintenance Service Charge, where the
Landlord considers it appropriate to do so having regard to the principles
of good building management.
13. SECURITY DEPOSIT
Intentionally deleted due to the fact there is no record of a Security
Deposit.
14. HOLDOVER
The Tenant shall vacate the Demised Premises upon Termination without
notice. In the event the Tenant shall remain in occupation of the Demised
Premises following Termination without exercising any option to renew the
Term or entering into a New Lease of the Demised Premises ("the Holdover
Period") then it shall do so as a tenant at will and it shall pay Basic
Rent during the Holdover
34
Period at 150% of the Basic Rent obligated to be paid for during the month
immediately prior to the termination of the Lease. In the event the
holdover continues for a period of sixty (60) days if the Landlord so
elects it may serve the Tenant with a one (1) month notice to quit at any
time thereafter and the Tenant agrees to vacate the Demised Premises on or
before conclusion of the one (1) month period.
15. WAIVER OF SUBROGATION
Anything in this Lease to the contrary notwithstanding the Landlord and the
Tenant each hereby waives any and all rights of recovery, claim, action or
cause-of-action against the other its agents (including partners both
general and limited), officers, directors, shareholders, customers,
invitees or employees for any loss or damage that may occur to the Demised
Premises or any improvements thereto or Ram Re House of which the Demised
Premises are a part or any improvements thereon or any personal priority of
such party therein by reason of fire or any other cause which is or is
required to be insured against under the insurance policies referred to in
this Lease regardless of the cause or origin including negligence of the
other party hereto its agents, partners, officers, directors, shareholders,
customers, invitees or employees and covenants that no insurer shall hold
any right of subrogation against such other party. The Tenant shall advise
insurers of the foregoing waiver and such waiver shall be a part of each
policy maintained by the Tenant.
16. BROKER
Neither the Landlord nor the Tenant has used a real estate broker in
connection with this Lease.
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17. GOVERNING LAW
This Lease and the rights and obligations of the parties hereto to the
extent that they are not specified herein shall be construed and enforced
in accordance with the laws of Bermuda.
18. MEDIATION & ARBITRATION
18.1 Any dispute or controversy arising out of or in connection with this Lease
shall be referred to mediation and the parties hereto agree first to try in
good faith to settle by mediation before resorting to arbitration.
18.2 The mediator shall be appointed by agreement between the parties or, in
default of agreement, determined by the President for the time being of the
Chamber of Commerce and the appointed mediator shall determine the
procedure.
18.3 If any dispute or question arising out of or in connection with the
agreement not resolved in the mediation process between the parties hereto,
the matter in difference shall be submitted to three arbitrators one to be
appointed by each party and one to be nominated by the President for the
time being of the Chamber of Commerce appointed to such dispute within
thirty (30) days of notification of the decision being taken to refer such
matter in dispute to arbitration and such submission shall be considered a
reference to arbitration within the meaning of The Arbitration Act, 1986 or
any Act for the time being in force or amending or replacing the said Act
and the decision of such arbitrators shall be final and binding on the
parties hereto.
36
THE FIRST SCHEDULE
(THE TENANT'S EASEMENTS RIGHTS AND PRIVILEGES)
1. The full and free right of passage and running of water and soil in and
through the sewers, drains, and channels upon through or under any
adjoining premises and the free and uninterrupted use of all electric and
telephone cables and wires and other rights necessary for the enjoyment of
the Demised Premises at all times. The Tenant warrants that its utility
demands shall be those of a normal office user.
2. The right for the Tenant and persons authorized by the Tenant at all times
to the use in common with the Landlord and all others so authorized by the
Landlord of the entrance, lobbies, hallways, stairways, passenger
elevators, vehicular ramps, loading and unloading areas in Ram Re House for
the purposes only of ingress and egress to and from the Demised Premises at
all times.
3. The right for the Tenant and persons authorized by the Tenant to the use in
common with the Landlord and all other persons entitled thereto the
communal toilets if any and the water supplies thereto and the corridors
and stairs leading from the Demised Premises to the communal toilets if
any.
4. Subject to complying with the Tenant's covenants in that behalf contained
in Sub-Clause 5.4 of this Lease the full and free right to Decorate the
Demised Premises from time to time during the Term.
5. The right for the Tenant and all persons duly authorised by the Tenant
during the Restricted Hours to enter and exit the Building through the
public Xxxx Street entrance specifically designated for the purpose or
through any such other entrance as the Landlord may by notice to the Tenant
and all other tenants and occupants of the Building otherwise direct.
37
6. The right to air conditioning in the Demised Premises at all times during
and outside the Restricted Hours provided that air conditioning shall be
made available outside Normal Business Hours only where the Landlord has
received prior request from the Tenant for the provision of such service.
The Tenant shall pay upon presentation of the Landlord's invoice for the
said overtime air conditioning at the Landlord's standard rate for such
service.
7. The right to electricity for the Tenant's use in the Demised Premises at
all times during and outside Normal Business Hours for use by the Tenant
including but not limited to use by its computers and lighting. Such usage
by the Tenant shall not exceed the normal office usage in a first class
building in Bermuda.
38
THE SECOND SCHEDULE
(EXCEPTIONS AND RESERVATIONS)
There is exempted and reserved out of this Lease unto the Landlord and all
others from time to time authorized by the Landlord:
1. To carry out works to Ram Re House or any part thereof and to use them as
required by the Landlord.
2. All air conditioning units and duct and pipe work connected therewith and
the full and free passage and right of running of water and soil electric
telephone and other pipes conduits wire and cables in through upon or under
the Demised Premises and the right to enter upon the same in order to make
connections with inspect maintain restore remove or replace such air
conditioning units and other services. The Landlord warrants that all
utilities are sufficient to provide ample service to the normal office
user.
3. The right for the Landlord and its surveyors or agents with or without
workmen and others at all reasonable times on notice (except in case of
emergency) to enter the Demised Premises for the purpose of carrying out
the obligations of the Landlord hereunder which said rights of entry will
conform to the requirements set out in this Lease.
4. The right to place erect and retain on any roofs of the Building such plant
machinery apparatus aerials and equipment (and housing for the same) as the
Landlord may from time to time require for serving the Building or any part
thereof or any adjoining or neighbouring property.
5. The rights and liberties of entry upon the Demised Premises mentioned in
the covenants by the Tenant contained in this Lease.
39
6. The easement rights and privileges equivalent to those set forth in the
First Schedule hereof.
7. The right to request and receive payment for actual usage for Uninterrupted
Power Supply during the Term at $0.30 per Kw/hr.
40
THE THIRD SCHEDULE
(THE LANDLORD'S MAINTENANCE AND OTHER OBLIGATIONS IN RESPECT OF RAM RE HOUSE)
The management, maintenance and repair of Ram Re House and all the facilities
thereof and the provision of all services in connection therewith necessary or
advisable to maintain Ram Re House as a first class building including (but
without prejudice to the generality of the foregoing):
1. Maintaining in good and substantial repair and condition the main walls
windows (except if damage is caused by the Tenant's negligence or
misconduct) structure and roof of Ram Re House;
2. The repairing, renewing, painting, glazing, maintaining, repainting of Ram
Re House namely the main structure including the foundations and footings
the external walls the external wood and metalwork the joists the roofs the
canopies; the interior parts of Ram Re House (excluding the interior of the
Demised Premises) the elevator system the air conditioning plant and
equipment the communal toilets used in common by the Tenant and others the
drains, the hot and cold water cisterns and pipes, the waste pipes, the
main electricity cables, the ventilating apparatus and shafts, and the fire
prevention apparatus and security systems serving the Demised Premises in
common with the other parts of Ram Re House;
3. The cleaning of the exterior side of the windows and the cleansing and
lighting of the concourse passages staircase landings communal toilets and
other parts of Ram Re House used in common by the Tenant with the Landlord
and all other Tenants. However the Landlord shall not be responsible for
the replacement of light bulbs in fixtures that are other than Ram Re House
standard and part of the Demised Premises;
4. The general cleaning of the Demised Premises and supply of normal toiletry
supplies in the bathrooms;
41
5. The insuring of Ram Re House against the Insured Risks and other risks set
out in Sub-clause 6.2 hereof;
6. The provision of hot and cold water in the bathrooms;
7. The provision of the towel services, the water heaters and toilet
requisites in the communal toilets;
8. Any expenses deemed necessary by the Landlord or incurred in connection
with the removal of refuse or other utilities common to other occupants of
Ram Re House;
9. The cost of the supply of electricity to the Demised Premises and for all
the machinery, equipment and apparatus employed in servicing Ram Re House
and the cost of supplying water and sewage services to Ram Re House;
10. Paying all existing and future rates, taxes and assessments payable by law
in respect of Ram Re House other than any Outgoing tax or other charges
payable on the Demised Premises by the Tenant under the provisions of
Sub-clauses 5.2, 5.3, 6.2 and 6.3 hereof; any tax or charges not directly
related to the Demised Premises or any tax or charges that may be imposed
or charged upon the income of the Landlord;
11. The cost of employing staff or a Managing Agent for the performance of the
duties and services before-mentioned and for the security of Ram Re House
and all other incidental expenditures in relation to such employment;
12. The provision of an uninterrupted power supply to the Demised Premises so
as to provide a supply of "clean power" for use in connection with the
Tenants computer systems at a constant level, and
13. The provision of air conditioning to the Demised Premises
42
THE FOURTH SCHEDULE
(RESTRICTIONS ON THE TENANT)
1. Not to throw or permit to be thrown anything whether of a liquid or solid
nature from any part of the Demised Premises.
2. Not to keep any animals on the Demised Premises other than seeing eye dogs
if necessary.
3. Not to hang articles of any description from the exterior of any part of
the Demised Premises or any other part of Ram Re House.
4. Not to keep any plants on the exterior windowsills or place thereon any
ornaments or other things that might impair alter or mar the uniformity or
appearance of Ram Re House without the prior consent of the Landlord such
consent not to be unreasonably withheld or delayed.
5. Not to encumber or interfere with the access to or egress from or place or
leave rubbish upon any parts of Ram Re House used in common with other
tenants other than such part thereof as is specifically reserved for such
purpose.
6. Not to affix a radio television aerial, t.v. or satellite dish to the
exterior of the Demised Premises or to any other part of Ram Re House
without the prior written permission of the Landlord.
7. Not to make or allow any person to make any undue noise in or about the
Demised Premises or any part of Ram Re House.
8. Not to use water closets and other water apparatus for any purposed other
than those for which they were constructed.
43
9. Not to permit any water or liquid to soak through the floors of the Demised
Premises and in the event of such happening to immediately rectify and make
good all damage and injury to Ram Re House or the part or parts thereof so
affected.
10. To use all water on the Demised Premises sparingly and not have water
running unnecessarily for any length of time.
11. To observe all such other reasonable rules and regulations from time to
time either in addition to or by way of substitution for these rules and
regulations of any of them as the Landlord may deem needful for the safety
care and cleanliness of Ram Re House or for securing the comfort or
convenience of the tenants of Ram Re House generally.
12. To make good any damage caused to Landlord supplied furniture other than
normal wear and tear.
44
IN WITNESS WHEREOF the Landlord has caused its Common Seals to be affixed to
these presents and to a duplicate original hereof and the Tenant has signed
sealed and delivered to the same on the day and year first above written
The Common Seal of FIELD REAL )
ESTATE (HOLDINGS) LIMITED )
was hereto affixed in the presence of )
SIGNED SEALED and DELIVERED )
by Xxxxxxx Xxxxxxxx )
---------------------------------
Chief Financial Officer )
RAM REINSURANCE COMPANY LTD. )
In the presence of )
/s/ Xxxxx Xxxxxxxx
------------------------------------
Witness
Xxxxx Xxxxxxxx
Print Name
00 Xxxx Xxxxxx, Xxxxxxxx
Address
