EXHIBIT 10.26
THIS LEASE is made the 15th day of December Two thousand (2000) Between SINPAC
INVESTMENT PRIVATE LIMITED, a company incorporated in the Republic of Singapore
and having its registered office at 000 Xxxxx Xxxxxx Xxxx, #00-00/00 Xxxxxxxxx
Xxxxx, Xxxxxxxxx 000000, (hereinafter called "the Lessor" which expression shall
where the context so admits include its successors assigns and the reversioner
whether person, company or body corporate or incorporate for the time being
entitled to the reversion immediately expectant on the determination of the term
hereinafter created) of the one part and POPSTAR COMMUNICATIONS PTE LTD, a
company incorporated in the Republic of Singapore and having its registered
office at 000 Xxx Xxxxxx Xxxx #00-00 Xxxxxxxxx Xxxxx, Xxxxxxxxx 000000
(hereinafter called "the Lessee" which expression shall where the context so
admits include the Lessee's successors, personal representatives and permitted
assigns) of the other part.
WHEREBY IT IS AGREED as follows:-
1. In consideration of the deposit, rent, service charge and Lessee's
covenants hereinafter reserved and contained the Lessor hereby demises unto
the Lessee ALL THAT premises (hereinafter called "the Demised Premises")
more particularly described in the Schedule hereto and being part of the
building known as APEX TOWER, Singapore (hereinafter called "the Building")
TOGETHER with (but to the exclusion of other liberties, easements, rights
or advantages) :-
(i) the right for the Lessee and others duly authorized by the Lessee (in
common with the Lessor and all other persons entitled to the like
right) of ingress and egress to and from the Demised Premises along
and through the common entrances, landings, lifts, staircases, lobbies
and passages of the Building, such rights being only so far as
necessary and so far as the Lessor can lawfully grant;
(ii) the right to use all drains, sewers, channels and water courses and
water, telephone and electric conduits, mains, pipes, wires and cables
or conducting media and all or any other services now or hereafter
provided for the Demised Premises and made in, on or over the Demised
Premises and the Building for the passage of water and sewerage from
the water, electricity and other services to and from the Demised
Premises, all such rights to be so far as is necessary for the use and
enjoyment of the Demised Premises and in common with the Lessor and
all others so authorized by the Lessor and all other persons so
entitled thereto;
(iii)the right for the Lessee and others duly authorized by the Lessee to
use such toilet facilities in the Building as may be allocated to the
Lessee by the Lessor from time to time with the right of access
thereto but that such use shall be in common with the Lessor and all
others so authorized by the Lessor and all other persons entitled
thereto;
(iv) the right for the Lessee and all others so authorized by the Lessee to
enjoy the benefit of the air-conditioning system installed in the
Building in common with the Lessor and all others so authorized by the
Lessor and all other persons so entitled thereto;
EXCEPTING AND RESERVING :-
(A) unto the Lessor, its Lessees, the occupiers for the time being of
other parts of the Building and all others entitled thereto to the
free and uninterrupted use, passage and running of gas, water, soil,
electricity and other services from and to parts of the Building
through and along all conduits, pipes, drains, channels, watercourses,
sewers, wires, cables, flues, and other conducting media which are now
or may hereafter during the term be in, through, under, over or above
the Demised Premises;
(B) unto the Lessor (acting by itself, its agents or any person authorized
by it) by particular rights following namely :-
(1) the right at any time but (except in case of emergency) only
after prior notice to the Lessee to enter (or in an emergency to
break and enter) into the Demised Premises in order to :-
(i) inspect, maintain, clean, repair, amend, remove or replace
with others the said pipes, wires and other conducting
media;
(ii) inspect and execute works in connection with any easements
or services for the benefit of any part of the Building;
(iii)view the condition of or execute works upon any adjacent
premises in connection with which there is hereby reserved
also unto the Lessor the right to build on or into any wall
of the Demised Premises;
(iv) exercise any of the rights possessed by the Lessor under the
terms of this Lease, the person exercising any such rights
as aforesaid making good all damage thereby caused to the
Demised Premises;
(2) the right to use or deal with any premises adjoining or near the
Demised Premises or any part of the Building belonging to the
Lessor in such manner as the Lessor may in its absolute
discretion think fit notwithstanding that by so doing the access
of light or air to the Demised Premises or any other liberty,
easement, right or advantage belonging to the Lessee may thereby
be diminished or interfered with or prejudicially affected (but
not so as to interfere unreasonably with the Lessee's use and
enjoyment of the Demised Premises);
(3) the right to enter into the Demised Premises in times of
emergency or during fire drills authorized by the Lessor and/or
obtain access to any of the routes of escape in the Building
(whether or not in existence at the date hereof).
TO HOLD the Demised Premises unto the Lessee for a fixed term of two (2)
years commencing on the 1st day of February 2001 to the 31st day of January
2003, both dates inclusive (hereinafter referred to as "the term") YIELDING
AND PAYING therefor unto Lessor during the term and proportionately for any
part of a month :-
(i) the monthly rent of Singapore Dollars One Thousand Four Hundred Ninety
One and Cents Sixty Only (S$1,491.60) (hereinafter called "the rent")
plus Goods and Services Tax (hereinafter called G.S.T.) levied at
Singapore Dollars Forty Four and Cents Seventy Five Only (S$44.75) for
the Demised Premises; and
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(ii) the monthly service charge of Singapore Dollars Two Hundred Twenty Six
Only (S$226.00) plus G.S.T. levied at Singapore Dollars Six and Cents
Seventy Eight Only (S$6.78) being the maintenance fees and/or the
contributions levied by the Management Corporation for the time being
of Strata Title No. 562 of the Building (hereinafter called "the
Management Corporation") in respect of the Demised Premises and as the
Lessor shall have to pay to the Management Corporation under the
Lessor's covenants hereinafter contained.
The rent and the service charges making a total sum of Singapore Dollars
One Thousand Seven Hundred Seventeen and Cents Sixty Only (S$1,717.60) and
G.S.T. levied at Singapore Dollars Fifty One and Cents Fifty Three Only
(S$51.53) shall be paid as follows :-
(i) The first payment calculated from the 1st day of February 2001
(hereinafter referred to as the Rent Commencement Date) to the 28th
day of February 2001 shall be paid on or before the execution of this
Lease;
(ii) If the Rent Commencement Date does not coincide with the first day of
the calendar month the second payment shall commence on the first day
of the calendar month immediately following the Rent Commencement Date
and shall be paid on or before the execution of this Lease;
(iii)each subsequent payments shall be made on the first day of every
succeeding month.
2. The Lessee HEREBY COVENANTS with the Lessor as follows :-
(1) To pay to the Lessor on or before the execution of this Lease and to
maintain throughout the term a sum equivalent to three (3) month's
rent and three (3) month's service charge by way of deposit as
security for the due observance and performance by the Lessee of all
and singular the several covenants and conditions on the part of the
Lessee herein contained which deposit shall not be deemed to be or
treated as payment of rent or service charge by the Lessee
Provided Always that if the Lessee
(i) shall duly carry on his/its tenancy under this Lease to the full
expiry of the fixed term (failing which the said deposit shall be
subject to forfeiture by the Lessor in full as of right without
prejudice to its rights under this agreement.) and
(ii) shall duly perform and observe the said covenants and conditions
as aforesaid
the Lessor shall repay the said deposit to the Lessee (free of
interest) subject to any deductions by the Lessor for any breach or
non-observance of any covenants and conditions on the Lessee's part
herein contained and/or less all costs and expenses payable by the
Lessee hereunder without prejudice to its rights under the agreement
including but not limited to claiming loss and damages suffered by the
Lessor as a result of breach or non observance of any covenants and
conditions on the Lessee's part.
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Provided further that in the event the rent and/or service charge
shall be increased the Lessee shall forthwith pay to the Lessor the
difference between the equivalent of three (3) months' rent and/or
three (3) months' service charge so increased and the original three
(3) months' rent and three (3) months' service charge as additional
security.
(2) To pay :
(a) the rent, service charge payable or becoming payable and the
G.S.T. leviable during the term of this Lease; and
(b) any and all interest becoming payable pursuant to this Lease,
at the times and in the manner in which the same are herein expressed
to be payable without any deduction.
(3) In the event of any increase(s) in the maintenance fee and/or the
contribution levied by the Management Corporation in respect of the
Demised Premises the Lessee shall pay to the Lessor additional service
charge plus additional G.S.T. leviable in each every month equal to
such increase(s) in the maintenance fee and/or the contribution at the
same time and in the same manner as hereinbefore provided for payment
of the rent and service charge. The Lessor shall serve notice of any
such increase and the Lessee shall pay the additional service charge
plus additional G.S.T. leviable in accordance with the statement as to
such increase annexed to the Lessor's notice, such statement to be
certified by the Lessor's accountant and shall be accepted by the
Lessee as final and conclusive and such increase shall take effect as
from the date specified in the said notice.
In the event of the imposition of any G.S.T. or other tax or levy by
the Government after the date of this agreement on the rent or service
charge or any other moneys payable by the Lessee to the Lessor under
this agreement, to pay the amount of such tax or levy payable in
respect of such rent, service charge or other moneys, and in the event
of any dispute as to such amount, the certificate of the Lessor's
accountant as to such amount shall be accepted as final.
(4) To pay for all utilities and telephone charges. To pay or reimburse
the Lessor for all rates, charges and the like (including any taxes)
now or in the future imposed in respect of water, gas, electricity,
and any other services supplied and metered separately to the Demised
Premises and charged by the Public Utilites Board or other appropriate
authority to the Lessee, and in the event such water, gas, electricity
and any other services supplied to the Demised Premises are not
metered separately to pay to the Lessor a proportionate part of the
costs thereof, such proportion to be calculated by the Lessor and
notified in writing to the Lessee, such notification shall be accepted
by the Lessee as final and conclusive as to the amount payable by the
Lessee. In the event of the Public Utilities Board or other
appropriate authority responsible for the supply of electricity, gas,
water and any other services supplied and used in the Building
increasing the rates and/or charges therefor (including taxes
thereon), to pay to the Lessor a proportionate part of such increased
costs, such costs to be calculated by the Lessor and notified in
writing to the Lessee, such notification shall be accepted by the
Lessee as final and conclusive as to the amount payable by the Lessee.
Provided Always that nothing herein contained shall render it
obligatory on the part of the Lessor to install separate meters to
measure the consumption of
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such services as aforesaid by the Lessee or to supply or cause to be
supplied such services as aforesaid to the Demised Premises unless the
Lessor expressly agrees to do so and the Lessee agrees to bear all the
costs and expenses of such installation.
(5) Subject to all approvals being obtained by the Lessee from the
relevant government authorities to install at the Lessee's own cost
and expense all electrical or other appliances including telephones
and teleprinters (as the Lessee may require) in such a manner that the
wires shall not run across the floor or ceiling or along the walls of
the Demised Premises but shall be concealed and if running along the
floor shall be concealed in the respective ducts in the underfloor
trunking and all such works shall be carried out by workmen of or
engaged by the Telecoms, Singapore or such other appropriate
authority, or in the absence of such workmen, by a contractor
appointed by the Lessee and approved by the Lessor.
(6) That before the Lessee applies to the Telecoms, Singapore or other
appropriate authority for the installation of telephones and/or
teleprinters the Lessee shall submit for the approval of the Lessor
its architect or its engineer a plan showing where the telephones
and/or teleprinters are to be installed and if any underfloor trunking
and/or accessories are required by the Lessee other than those (if
any) already provided by the Lessor, the Lessor shall install such
underfloor trunking and/or accessories and the Lessee shall bear the
fees (if any) of the Lessor's architects or engineers for vetting
and/or approving such plan. No wires shall be installed within the
duct intended for the carriage of telephone wires and teleprinters
respectively other than those installed by the Telecoms, Singapore or
other appropriate authority or in the absence of such workmen, by a
contractor appointed by the Lessee and approved by the Lessor.
(7) To carry within the Demised Premises at the Lessee's own cost and
expense all or any of the following works as the Lessee may consider
necessary :-
(a) partitioning within the Demised Premises;
(b) installation of all necessary electrical wiring, conduits,
fixtures and fittings (apart from those standard fixtures and
fittings, if any, supplied and installed by the Lessor);
(c) all mechanical works of any kind whatsoever;
(d) provision of carpets, tiles (vinyl or otherwise) and other floor
covering or finishes of whatever kind;
(e) where water or gas (if any) is to be supplied to the Demised
Premises, installation of water and other pipes, apparatus,
fittings, fixtures and all necessary plumbing; and
(f) all alteration works relating to the existing ceiling, fixtures
and fittings (if any) for lighting, air-conditioning and fire
protection devices originally supplied and installed by the
Lessor.
(8) To cause such installations, partitioning and other works to be
carried out in the Demised Premises in accordance with plans and
specifications that shall have received the prior written approval of
the Lessor, its architects or engineers and the
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relevant government and/or statutory authorities. Such installations,
partitioning and other works shall only be effected :-
(a) in the case of any mechanical, electrical, plumbing or
air-conditioning works or installations including plumbing,
installations of fire protection devices and installations of
wiring, pipes, appliances, apparatus, fixtures and fittings, by a
nominated contractor of the Lessor appointed by the Lessee;
(b) in all other cases by a contractor appointed by the Lessee and
approved by the Lessor,
and in accordance with approved plans and specifications and under the
supervision of an architect or engineer nominated by the Lessor and
appointed by the Lessee and the completion thereof shall be subject to
approval by the Lessor, its architects or engineers and the Lessee
shall not make any additions, alterations or renovations to the said
installations, partitions and other works except with the prior
approval in writing of the Lessor, such approval not to be
unreasonably withheld. The fees of any architect, engineer or other
consultant employed by the Lessor for the purpose of considering,
approving and supervising the plans, specifications, materials and all
works carried out by the Lessee and all other costs, charges and
expenses incurred by the Lessor in connection therewith shall be borne
by the Lessee and paid by the Lessee to the Lessor on demand. No delay
in carrying out and completing all or any of the installations,
partitioning and other works (including installation of telephones and
teleprinters) in or at the Demised Premises, whether caused by any
governmental and/or statutory authorities or otherwise, shall be a
ground for postponing the commencement of the term or relieve in any
way the Lessee from the performance and observance of the covenants,
conditions, stipulations or agreements herein contained and on the
Lessee's part to be performed and observed.
(9) Not to commit or permit waste and not to cut, remove, divide, damage
or injure the Demised Premises or any part thereof or the ceilings,
walls floors, principal girders or structure of the Demised Premises
and the Building and not to make or permit to be made any alterations
or additions that will prevent the full and unrestricted use and
benefit of the air-conditioning system to other parts of the Building
and not to make or permit to be made any alterations in or additions
to the Demised Premises or any part thereof or to the Lessor's
fixtures, fittings and decorations therein without having first
obtained the written consent of the Lessor (such consent not to be
unreasonably withheld) and upon such conditions as the Lessor may
impose and in the event such consent is given to carry out at the
Lessee's own cost and expense such alterations of additions and upon
the expiration or sooner determination of the term if requested by the
Lessor the Lessee shall remove at the Lessee's own cost and expense
all such alterations in or additions to the Demised Premises whether
constructed by the Lessee or by any previous lessees so as to restore
the Demised Premises to its bare state and condition.
(10) At the Lessee's own cost and expense to keep and maintain the interior
of the Demised Premises including the flooring and interior plaster or
other surface material or rendering on walls, ceilings and the
Lessor's fixtures, fittings therein including without limiting the
generality of the foregoing all doors, windows, locks, fastenings,
electric wires and installations and fittings for light and power in a
clean and good state of tenantable repair and condition (fair wear and
tear excepted) and to
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make good to the satisfaction of the Lessor any damage or breakage
caused to any part of the Demised Premises and/or the Building and/or
to the Lessor's fixtures and fittings by the transportation of the
Lessee's goods or effects or as a consequence of any neglect or
malicious act or default or negligence of the Lessee its employees,
servants, contractors, agents, visitors, invitees or licenses and not
to substitute or replace any external window to the Demised Premises
and the Building but upon any window becoming damaged, broken or
defective to give notice to the Lessor. The Lessee hereby agrees :-
(a) to reimburse the Lessor the costs of replacing all windows broken
or damaged by the negligence or malicious act or default of the
Lessee or its employees, servant, contractors, agents, visitors,
invitees or licensees;
(b) to preserve and protect the fire detection and fire fighting
installations and devices within the Demised Premises against
possible damage or unauthorized interference and the Lessee shall
and does hereby indemnify and hereby keeps indemnified the Lessor
in full from and against all proceedings costs, claims and
damages arising from all damage thereto;
(c) to be wholly responsible for any damage or injury caused to any
person whomsoever directly or indirectly through the defective or
damaged condition of any part of the interior of the Demised
Premises and to make good the same by payment or otherwise and
the Lessee shall and does hereby indemnify the Lessor in full
from and against all claims, demands, actions and legal
proceedings whatsoever made upon the Lessor by any person in
respect thereof.
(11) To keep and maintain at the Lessee's own cost and expense the Demised
Premises and every part thereof clean and in the fullest reasonable
hygienic condition and to keep all pipes, drains, basins, sinks and
water closets, if any, in the Demised Premises clean and unblocked,
and to employ or continue to employ only the cleaning contractor(s)
nominated by the Lessor to carry out the cleaning work in the Demised
Premises including the cleaning of the windows thereof. Any cleaning
contractor(s) employed by the Lessee for the purpose hereof shall be
at the cost and expense and sole responsibility of the Lessee and the
Lessor shall not be liable for any misconduct or negligence or default
of such cleaning contractor(s).
(12) To allow the person(s) for the time being responsible for the cleaning
of the Building and his or their servants, workmen, employees, agents,
contractors and sub-contractors, free ingress and egress to and from
the Demised Premises for the purpose of cleaning the exterior of the
windows thereof during business hours.
(13) Forthwith to give notice to the Lessor or its building supervisor of
any damage that may occur to the Demised Premises and of any damage,
accident to or defects in the water pipes, gas, electrical wiring,
air-conditioning ducts or any other fittings, fixtures or other
facility provided by the Lessor.
(14) (a) To permit the Lessor and/or the Management Corporation and its or
their duly authorized agents with or without workmen and others
and with or without appliances and materials at all reasonable
times to enter upon the Demised Premises or any part thereof to
examine the state and conditions thereof and to do such works and
things as may be required for any repairs,
7
rectifications, alterations or improvements to the Demised
Premises or any other part or parts of the Building; and
(b) Forthwith to repair, mend and make good in a proper and xxxxxxx
like manner any defect for which the Lessee is liable and of
which written notice shall be given by the Lessor to the Lessee
or left on the Demised Premises and to pay the Lessor's costs of
survey or otherwise in respect of the preparation of any such
notice, and if the Lessee shall not within fourteen (14) days
after the service of such notice proceed diligently with the
execution of such repairs or works, then the Lessor may enter
upon the Demised Premises and execute such repairs or works and
the costs thereof shall be a debt due from the Lessee to the
Lessor and shall be paid by the Lessee within seven (7) days of
the Lessor notifying the Lessee of the amount thereof.
(15) At all times to use and occupy the Demised Premises only as an office
in connection with the Lessee's business and not for any other
purpose.
(16) Not to store or bring upon the Demised Premises or any part thereof
arms, ammunition or unlawful goods, radio-active materials,
gun-powders, salt-xxxxx, chemicals, petrol, kerosene, gas or any goods
or things which in the opinion of the Lessor are of an obnoxious,
dangerous or hazardous nature or any explosive, inflammable or
combustible substance and not to place or leave in the entrance of
stairways, passages or corridors, lobbies or other common parts of the
Building any boxes or rubbish or otherwise encumber the same Provided
Always that if any combustible or inflammable materials are stored in
the Demised Premises or any part thereof with the consent in writing
of the Lessor any increase in the premium for fire or other insurance
as may have been taken out by the Lessor shall be borne by the Lessee.
(17) Not to use and not to permit to be used the Demised Premises or any
part thereof for any unlawful or immoral purpose and not to do or
permit to be done any act or thing which may be or become a nuisance,
disturbance, inconvenience or annoyance to or give cause for
reasonable complaint from the occupants of adjoining premises or of
other parts of the Building or of other buildings adjoining the
Building.
(18) Not without the prior written consent of the Lessor to permit the
vendors of food or drink or the servants or agents of such vendors to
bring to or onto the Demised Premises or any part thereof or onto the
Building or any part thereof food or drink for consumption by the
occupiers or others in the Demised Premises save and except in the
case of the contractor (if any) who has been given the right by the
Lessor to provide a food and drink service for the occupiers of the
Building.
(19) Not to use the Demised Premises or any part thereof or permit the same
to be used as a laboratory or as a workshop or for the cooking or the
preparation or storage of food or to permit or suffer anyone to sleep
reside therein, and to ensure that all doors of the Demised Premises
are securely fastened and locked at all times when the Demised
Premises are not occupied or remain unattended.
(20) Not to cover or darken or obstruct or permit to be covered or darkened
or obstructed in any manner or by any article or thing (other than
curtains or blinds approved by the Lessor) the windows sky-lights or
ventilating shafts or air inlets or outlets which
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reflect or admit light or enable air to flow into or out of the
Demised Premises or any part of the Building and to keep the Demised
Premises well and sufficiently lighted throughout the hours of
business of the Building.
(21) Not to permit or cause the placing or parking of bicycles, motor
cycles or scooters, trolleys and other wheeled vehicles and/or the
stocking, storage, placing, leaving or littering of goods or things in
the common parts of the Building, the entrances, halls lobbies,
staircases, corridors, passage-ways, pavements and the car parking
areas and to keep all such internal and external parts of the Building
clear and free of all obstruction at all times.
(22) Not to permit or carry on any sale by auction in or upon the Demised
Premises or any part of the Building.
(23) Not to place or take into the passenger lifts of the Building any
baggage, furniture, parcels, sacks, bags, heavy or bulky articles
goods or merchandise without prior approval of the Lessor save only
such light articles as brief-cases, attache cases and handbags and to
use only the service lifts and the places in the Building designated
by the Lessor for the transportation loading and unloading of
furniture, equipments, machinery and other heavy or bulky articles,
goods or merchandise.
(24) Not to bring or allow to be brought onto the Demised Premises or any
parts of the Building used in common with the Lessor other tenants and
occupiers of the other parts of the Building any machines or machinery
save and except typewriters and such other auxiliary office equipment
as are required for the purpose of the Lessee's business and not at
any time to bring, load or permit to suffer to be brought or loaded on
any part of the floors of the Building or the Demised Premises any
heavy machinery, cabinets, safes, equipments or goods with a weight
greater than 2.5kn/sm and in no event shall any such machinery,
cabinets, safes, equipment or goods be of such nature or size as to
cause or in the opinion of the Lessor be likely to cause structural or
other damage to the floor or walls or any part of the Demised Premises
or any part of the Building and the Lessee shall when required by the
Lessor distribute the load on any part of the floor of the Demised
Premises in accordance with the directions and requirement of the
Lessor and in the interpretation and application of the provisions of
this sub-clause relating to loading the decision of the Surveyor,
Architect or Engineer of the Lessor shall be final and binding upon
the Lessee.
(25) Not to erect, attach, affix, paint or otherwise exhibit or permit to
be erected, attached, affixed, painted or otherwise exhibited to or
upon any part or on the exterior of the Demised Premises or on or
through the windows or doors thereof or in or about any part of the
Building without the prior written consent of the Lessor any notices,
signboard, announcement, placard, poster, advertisement, nameplate,
flag, flagstaff, air-conditioning unit, or any other thing whatsoever
save except the Lessee's nameplate or signboard of a size form and
character as shall be approved in writing by the Lessor, such consent
not to be unreasonably withheld. The costs for making the signboard
shall be borne by the Lessee and placed at a spot to be indicated by
the Lessor.
(26) To keep the windows of the Demised Premises closed at all times and
not to erect or install any sign, device, furnishing, ornament or
object which is visible from outside
9
the Demised Premises or the street or from any other building and
which, in the opinion of the Lessor, is incongruous or unsightly or
may detract from the general appearance of the Building.
(27) To install and maintain at the Lessee's own cost and expense at all
times curtains/blinds of the type and colour approved by the Lessor in
writing for all the windows of the Demised Premises and save as
aforesaid, not to install or cause to be installed any blinds, shades,
awnings, window ventilators, air-conditioners and other similar
fittings or fixtures in or upon the Demised Premises and visible from
outside the Demised premises.
(28) Not to assign, underlet or otherwise part with possession of the
Demised Premises or any part thereof for any term whatsoever or
whereby any person, company or body corporate or incorporate not a
party to this Lease obtains the use or possession of the Demised
Premises or any part thereof irrespective or whether or not rental or
other consideration is paid or given for such use or possession
without the previous consent in writing of the Lessor and such consent
if given may be on conditions as the Lessor in its absolute discretion
may impose and all such conditions shall be complied with at the
Lessee's own cost and expense and the Lessee shall ensure that every
assignment or underlease or sharing shall include a similar form all
the covenants, conditions, stipulations or agreements herein contained
and on the Lessee's part to be performed and observed.
(29) Not to do or permit or suffer to be done anything whereby the policy
or policies of insurance effected by the Lessor and/or the Management
Corporation on the Demised Premises and the Building against loss or
damage by fire or other risks may become void or voidable or whereby
the rate of the premium thereof may be increased and to make good all
damage suffered by the Lessor and to repay to the Lessor all sums paid
by the Lessor by way of increased premiums and all expenses incurred
by the Lessor in or about any renewal of such policy or policies
rendered necessary by a breach or non-observance of this covenant.
(30) The Lessee shall and does hereby indemnify and keep indemnified in
full the Lessor from and against :-
(a) all claims, demands, writs, summons, actions, suits, proceedings,
judgments orders, decrees, damages, costs, losses and expenses of
any nature whatsoever in connection with loss of life, personal
injury and/or damage to property arising from or out of any
occurrences in upon or at the Demised Premises or the use of the
Demised Premises or any part thereof or any act or deed or breach
by or omission or negligence or default to of the Lessee or the
Lessee's employees, servants, contractors, agents, visitors,
invitees or licensees;
(b) all claims, demands writs, summons, actions, suits, proceedings,
judgments, orders, decrees, costs, expenses, losses and damage of
any nature whatsoever (including all loss and damage to the
Demised Premises, the Building and all property therein) which
the Lessor may suffer or incur arising from or caused directly or
indirectly by the Lessee, the Lessee's employees, servants,
contractors, agents, visitors, invitees or licensees including
but without limiting the generality of the foregoing arising from
or caused directly or
10
indirectly by the use or misuse, waste or abuse of water, gas or
electricity or faulty fittings or fixtures of the Lessee.
(31) [To effect and keep current at all times during the term and during
period of holding over an adequate public liability insurance policy
(which shall be taken out with an insurance company approved by the
Lessor) for an amount not less than Singapore Dollars One Million
(S$1,000,000.00) in respect of the Demised Premises;
and to produce to the Lessor on demand the said policies and the
receipts for payment of premium in respect thereof.] (THE PROCEEDING
BRACKETED PORTION STRUCK OUT IN ORIGINAL.)
(32) At all times during the term to comply with promptly and at the
Lessee's own cost and expense all such requirements as may be imposed
on the occupier of the Demised Premises by any ordinance, Act of
Parliament or statute now or hereafter in force and any bye-laws,
orders, rules, regulations, requirements and notices thereunder and
the Lessee shall and does hereby indemnify and hereby keep indemnified
the Lessor in full from and against all claims, liabilities, fines,
penalties or other expenses of whatever nature which may fall upon or
be incurred or suffered by the Lessor by reason of any non-compliance
of the Lessee.
(33) Should the Lessee receive any notice, order, requisition or direction
from Government or any competent, statutory, public or municipal
authority with respect to the Demised Premises to give notice and full
particulars thereof forthwith in writing to the Lessor.
(34) To observe and perform and to cause all the Lessee's employees,
servants, contractors, agents, visitors, invitees and licensees to
observe and perform all the rules and regulations made by the Lessor
and/or the Management Corporation from time to time under Clause 4(6)
hereof Provided Always that the Lessor and the Management Corporation
shall not be liable to the Lessee in any way for violation of such
rules and regulations by any person including other tenants or
occupiers of the Building or the employees, servants, contractors,
agents, visitors, invitees or licensees thereof.
(35) At the expiration or sooner determination of the term (unless renewed)
to yield up the Demised Premises with the fixtures and fittings
thereof (other than such Lessee's trade fixtures as shall belong to
the Lessee), unless required by the Lessor to be removed, in good and
tenantable repair and condition (fair wear and tear excepted) to the
Lessor together with all locks and keys to the Demised Premises and
all doors therein, and if so required by the Lessor to remove all or
any of the letterings, internal partitions, fittings, fixtures and
installations of the Lessee and/or any other previous Lessee/owner of
the Demised Premises which are present at the Demised Premises at the
commencement of this Lease, as are specified by the Lessor, from the
Demised Premises and to reinstate all air-conditioning installations
or other electrical installations to their original state to the
satisfaction of the Lessor, its architect, engineer or consultant.
Such removal and/or reinstatement shall be carried out :-
(a) in the case of any mechanical, electrical, plumbing or
air-conditioning works or installations mentioned in Clause
2(8)(a) hereof, by a nominated contractor of the Lessor appointed
by the Lessee;
11
(b) and in all other cases, by a contractor appointed by the Lessee
and approved by the Lessor;
Such removal and/or reinstatement shall be carried out under the
supervision of the Lessor's architect, engineer or consultant and the
Lessee shall pay for all fees and expenses (if any) of such architect,
engineer or consultant. All damage done to the Demised Premises by
such removal and/or reinstatement shall be made good by the Lessee on
or prior to the expiration or sooner determination of the term and if
the Lessee shall fail to do so the Lessor may make good all such
damage at the Lessee's cost and expense. All cost and expense incurred
by the Lessor in such removal or disposal or in making good such
damage shall be paid by the Lessee to the Lessor within seven (7) days
of the Lessor notifying the Lessee of the amount thereof. Provided
always that a statement by the Lessor of the cost and expenses
incurred by the Lessor in carrying out any of the aforesaid works
shall be final and binding on the Lessee.
(36) To redecorate the Demised Premises to the satisfaction of the Lessor's
architect, engineer or consultant for the time being immediately prior
to the expiration or sooner determination of the term (unless renewed)
and if the Lessee shall fail to redecorate the Demised Premises as
aforesaid the Lessor may redecorate the Demised Premises and recover
from the Lessee the cost and expense of such redecoration together
with such rents, service charges and other amounts which the Lessor
would have been entitled to receive from the Lessee had the period
within which such redecoration is effected by the Lessor been added to
the term provided that such period to be added by the Lessor shall not
exceed fifteen (15) days and the Lessee shall forthwith pay such costs
of redecoration and rents and service charges to the Lessor upon the
Lessor notifying the Lessee of the amount thereof. For the purpose
hereof the term "redecorate" shall include but not limited to the
washing of the whole of the interior of the Demised Premises, the
painting of oil paint or emulsion paint or other appropriate treatment
of all of the internal parts of the Demised Premises previous so
treated respectively, and the replacing of all ceilings and floor
tiles which in the opinion of the Lessor's architect, engineer or
consultant for the time being are worn out fair wear and tear excepted
or damaged and in need of replacement and also the removal and
disposal of the Lessee's rubbish and debris from the Demised Premises
and the Building.
(37) To pay all legal fees (including the Lessor's solicitors' charges on a
solicitor and client basis) stamp duty and all other disbursements and
out-of-pocket expenses incurred in the preparation and completion of
this Lease, and in connection with any assignment, sub-letting or
surrender or other termination thereof otherwise than by effluxion of
time and any claim or legal proceedings which may be brought by the
Lessor against the Lessee in connection with or arising out of this
Lease, and all costs and expenses (including the Lessor's solicitors'
costs) and surveyor's fees incurred by the Lessor of and incidental to
the service of all notices relating to want of repair to the Demised
Premises and whether served during or after the expiration or sooner
determination of the term (but relating in all cases to such want of
repair that occurred not later than the expiration or sooner
determination of the term).
(38) Not to change or in any way vary the existing entrance door provided
or approved by the Lessor for access to the Demised Premises and not
to install locks, bolts or other
12
fittings to the said entrance door additional to those supplied or
approved by the Lessor or in any way to cut or alter the said entrance
door.
(39) Not to use or permit to be used in the Demised Premises or any part
thereof any heating or cooking devices or any other devices or
machines which may interfere with the efficient running of the
air-conditioning system, lift system, lighting or power system or any
other electrical system or apparatus in the Building.
(40) Not to :-
(a) throw, place or allow to fall or cause or permit to be thrown or
placed in the light areas, lift shafts, toilets or other
conveniences in the Building any sweepings, rubbish, rags, waste
paper or other similar substances, and on demand to pay to the
Lessor the costs of repairing any damage to such light areas,
lift shafts, toilets or other conveniences arising therefrom;
(b) put into any refuse chute any large or bulky items or articles
which are likely to cause any blockage therein.
(41) Not to affix or caused to be affixed any alarm system door bells
hidden cameras or any other devices in or around the Demised Premises
without first obtaining the written consent of the Lessor. In default
thereof the Lessor shall cause same to be removed and put right at the
expense of the Lessee.
(42) Not to tout or permit its servants or agents to tout or use freelance
touts in the common areas of the Building.
(43) To take all reasonable precautions to keep the Demised Premises free
of rodents, vermin, insects, pests and animals.
3. The Lessor HEREBY COVENANTS with the Lessee as follows :-
(1) So far as practicable and subject always to Clause 4(12) hereof and to
the decisions of the Management Corporation, to provide for :-
(a) air-conditioning services during the hours of 8.00am to 6.00pm on
weekdays and 8.00am to 1.00pm on Saturdays (Sundays and Gazetted
Public Holidays excepted);
(b) lift services available for use by the Lessee and the Lessee's
employees and visitors, between the hours of 8.00am to 6.00pm on
weekdays and 8.00am to 1.00pm on Saturdays (Sundays and Gazetted
Public Holidays excepted) Provided Always that at all other times
the Lessor will endeavor to keep one or more lifts in operation
but nothing contained herein shall impose on the Lessor any
obligation so to do;
(c) electricity for the lighting of the passages, corridors,
staircases, water-closets and other common parts of the Building;
(d) water for the common water-closets and toilet facilities in the
Building Maintenance Fees
13
(2) To pay the maintenance fees and/or the contributions levied by the
Management Corporation in respect of the Demised Premises for purpose
of control, management and administration of the common property of
the Building and towards defraying expenses and outgoings of the
Management Corporation including the provision by the Management
Corporation of cleaning, lighting, upkeep, maintenance or repair of
any common parts of the Building and maintenance, upkeep and operation
of services and amenities supplied or used in the Building.
(3) To pay all present and future rates, taxes, assessments and outgoings
imposed upon or in respect of the Demised Premises or any part thereof
save and except such as are agreed to be paid by the Lessee under this
Lease.
(4) To insure and keep insured the Demised Premises (excluding fittings
and fixtures installed by the Lessee) against loss or damage by fire
or such other risks as the Lessor may deem fit at the Lessor's
absolute discretion. Provided Always the Lessor shall not be under any
obligation whatsoever to insure or keep insured the Demised Premises
against damage as aforesaid where the Management Corporation has
insured the Building (including the Demised Premises) against damage
by fire and/or other risks.
(5) That the Lessee paying the rent and service charge hereby reserved and
performing and observing the several covenants and conditions herein
contained and on the Lessee's part to be performed and observed shall
peaceably hold and enjoy the Demised Premises during the term without
any interruption from the Lessor or any person lawfully claiming under
or in trust for the Lessor.
4. PROVIDED ALWAYS AND IT IS HEREBY AGREED AND DECLARED as follows :-
(1) If the rent hereby reserved and/or service charge and/or interest
and/or any moneys or any part thereof covenanted to be paid under this
Lease shall at any time be unpaid for fourteen (14) days after the
same shall have become due (whether formally demanded or not) or if
any covenant or condition on the Lessee's part herein contained shall
not be performed or observed or if the Lessee being a company shall go
into liquidation whether voluntarily (save for the purpose of
amalgamation or re-construction) or compulsorily or a receiver shall
be appointed of its undertaking, property or assets, or being an
individual shall have a receiving order or adjudication order made
against the Lessee or if the Lessee shall make any arrangement with
creditors for liquidation of the Lessee's debts by composition or
otherwise or if any distress execution or attachment shall be levied
on upon or issued against the Demised Premises or the contents thereof
or any of the property or assets of the Lessee then and in any one of
the said cases it shall be lawful for the Lessor or its agents
forthwith at any time thereafter to re-enter upon the Demised Premises
or any part thereof in the name of the whole and thereupon the term
shall forthwith and absolutely cease and determine but without
prejudice to any right and remedies of the Lessor in respect of any
rent and/or service charge or of any antecedent or subsisting breach
of the Lessee's covenants and conditions herein contained.
(2) In addition and without prejudice to any other right, power or remedy
of the Lessor if the rent and/or the service charge hereby reserved or
any part thereof or other monies due to the Lessor under the
provisions of this Lease shall at any time remain unpaid
14
for fourteen (14) days after the same shall have become due (whether
formally demanded or not) the Lessee shall pay to the Lessor interest
thereon from the date on which such rent and/or service charge and/or
other monies fall due for payment to the date on which the same are
paid to day basis at the rate of one per cent (1%) per month of the
amount outstanding and owing. The Lessor shall be entitled to recover
such interest from the Lessee as if such interest were rent in
arrears.
(3) The Lessee shall accept as final and conclusive the floor area of the
Demised Premises as specified in this Lease.
(4) The Lessor shall at all times and in all cases have the power to
prescribe the weight and proper position of all iron or steel safes
and other heavy machinery and equipment, articles or goods of
whatsoever kind in the Demised Premises. Any damage caused to the
Demised Premises or any part thereof or the Building or any part
thereof by the Lessee or by anyone on the Lessee's behalf while in the
process of or as a result of or connection with taking or moving
safes, machinery equipment, furniture, goods and other articles shall
be made good by the Lessee at the Lessee's own cost and expense or if
made good by the Lessor shall be recoverable by the Lessor from the
Lessee. The Lessee shall when called upon by the Lessor forthwith
reimburse the Lessor the costs incurred by the Lessor for the said
damage.
(5) The Lessor shall so far as practicable keep the main doors of the
Building open so as to provide the Lessee's employees and visitors
uninterrupted access Subject Always to the closure of the main doors
of the Building at such times as the Lessor and/or the Management
Corporation in its or their own discretion shall think fit as may be
promulgated in the rules and regulation in respect of the maintenance
and administration of the Building.
(6) The Lessor and/or the Management Corporation shall have the right at
any time and from time to time to make, add to, amend, cancel or
suspend any rules and regulations in respect of the Building as in the
judgment of the Lessor and/or the Management Corporation may at any
time or from time to time be required for the management, safety, care
and cleanliness of the Building and/or for the preservation of good
order therein and/or for the convenience of tenants and occupiers of
the Building and all such rules and regulation are deemed to form part
of this Lease and shall bind the Lessee upon and from the date on
which notice in writing thereof is given by the Lessor and/or the
Management Corporation to the Lessee. Where there is any inconsistency
or conflict between the provisions of this Lease and the provisions of
such rules and regulations the provisions of this Lease shall prevail.
(7) If the Demised Premises or any part thereof shall any time during the
term be damaged or destroyed by fire, act of God or other cause beyond
the control of the Lessor so as to render the Demised Premises or any
part thereof unfit for occupation and use except where insurance
monies are rendered irrecoverable in consequence of such damage or
destruction caused by the act or default or negligence of the Lessee,
the Lessee's employee(s), servant(s), contractor(s), agent(s),
visitor(s), invitee(s) or licensee(s) the rent and service charge
hereby covenanted to be paid or a fair and just proportion thereof
according to the nature and extent of the damage sustained shall be
suspended until the Demised Premises or such part thereof shall again
be rendered fit for occupation and use, and any dispute concerning
this sub-clause shall be determined by a single arbitrator in
accordance with the Arbitration Act (Cap. 10) or any statutory
modification or re-enactment for the time being in force. Provided
16
Always the Lessor may in its absolute discretion decide that the
Demised Premises are so badly damaged that the Demised Premises need
to be demolished and rebuilt. In such an event the Lessor may within
ninety (90) days after such damage has been sustained give notice to
the Lessee in writing of such decision and thereupon the term shall
forthwith absolutely cease and determine and the Lessee shall (if
still in occupation) forthwith vacate the Demised Premises without
compensation from the Lessor. Provided further that any insurance
moneys payable in respect of such damage or destruction shall be
wholly the property of the Lessor and that the Lessee shall have no
claim upon such insurance moneys.
(8) Notwithstanding anything herein contained, the Lessor shall have the
right at all times to refuse access to the Building or otherwise
control such access in respect of any person whose presence in the
Building might in the judgment of the Lessor be prejudicial to the
safety, character, reputation and interest of the Building and its
tenants.
(9) Any indulgence or extension of time granted by the Lessor to the
Lessee and/or any oversight by the Lessor shall not operate as a
waiver of the Lessor's rights hereunder in respect of any continuing
or subsequent default breach or non-observance or non-performance of
the Lessee's covenants and conditions herein contained or so as to
defeat or affect in any way the rights of the Lessor herein in respect
of any such continuing or subsequent default breach or non-observance
or non-performance.
(10) Any consent or waiver expressed or implied or given by the Lessor to
or of any on breach of covenant, condition or duty of the Lessee shall
be construed and shall operate as a waiver or consent only for the
particular to which it relates and shall not in any way be construed
or operate as a consent or waiver or release of another breach of the
same nature or any of the other covenant conditions or provisions
thereof, nor shall it be construed as dispensing with the necessity of
obtaining specific written consent of the Lessor in future (unless
expressly so extended) and any such consent or waiver shall not
prejudice in any way the right, powers and remedies of the Lessor.
(11) The Lessee hereby agrees to occupy, use and keep occupied the Demised
premise at the sole risk of the Lessee and hereby releases the lessor,
its agents, servants, contractors, invitees, employees and licensees
from all claims and demands of every kind for or in respect of or
resulting or arising from any breakage, leakage, happening, accident,
damage, loss or injury or whatever nature in the Demised Premises
suffered or incurred or sustained by the Lessee (whether to or in
respect of the Lessee's property) or the Lessee's agents, servants,
contractors, invitees, visitors, employees and licensees and the
Lessee hereby agrees that the Lessor its agents, servants,
contractors, invitees, employees and licensees shall have no
responsibility or liability whatsoever for or in respect or resulting
or arising from any such breakage, leakage, happening, accident,
damage, loss or injury.
(12) Notwithstanding anything herein contained in this Lease the Lessor
shall not be liable to the Lessee, nor shall the Lessee have any claim
against the Lessor in respect of :-
(a) any interruption in any of the services and/or amenities provided
by the Management Corporation and/or the Lessor in or to the
Demised Premises, the Building and/or for the consumption, use or
benefit of the Lessee by
16
reason of any repair or maintenance of any installations or
apparatus or damage thereto or destruction thereof by fire water,
riot, act of God or other cause beyond the Lessor's control or by
reason or mechanical or other defect or break-down or other
inclement conditions or shortage of manpower, fuel, material,
electricity or water or by reason of labour disputes;
(b) any act, omission, default, misconduct or negligence of any
watchman, xxxxxx attendant or other servant or employee,
contractor or agent of the Lessor and/or the Management
Corporation in or about the performance or purported performance
of any duty or obligation of the Lessor under this Lease or
relating to the provision of any services and/or amenities;
(c) any damage, injury or loss arising out of the leakage of the
piping, wiring and sprinkler system in the Building and/or the
structure of the Building and/or any premises (including the
Demised Premises) in the Building.
(13) The Lessor and/or the Management Corporation shall have the right at
any time without the same constituting an actual or constructive
eviction of the Lessee, and without incurring any liability to the
Lessee, to change the arrangement, and/or location of entrances,
passage-ways, doorways, corridors, landings, staircases, lobbies
lifts, toilets or any public or common parts of the Building, or any
services, or apparatus serving the Building and to change the name,
number or designation by which the Building is known and the Lessor
shall not be liable in damages or otherwise to the Lessee or be made a
party to any proceedings in respect of any of the matters herein
contained in this sub-clause.
(14) In the event this Lease if not renewed to permit the Lessor at anytime
during the last three (3) months of the term (if the Lessor so
desires) to affix or exhibit and to retain without any interference
from the Lessee or any other persons upon any suitable parts of the
Demised Premises (but not so as materially to interfere with the
access of light and air to the Demised Premises) and/or outside the
Demised Premises or on the doors thereof a notice or notices stating
that the Demised Premises will be vacant and will be available for
letting and the Lessee shall permit all prospective tenants of the
Demised Premises accompanied by a representative or agent of the
Lessor free ingress to and egress from the Demised Premises at all
reasonable times for the purpose of viewing the Demised Premises.
(15) Nothing herein contained in this Lease shall confer on the Lessee any
right to enforce any covenant, agreement, condition, stipulation or
provision relating to any other portions of the Building or limit or
affect the right of the Lessor to deal with the same. The Lessor
reserves the right to impose and vary any terms and conditions in
respect thereof in any manner as the Lessor shall reasonably think
fit.
(16) The Lessor shall at the written request of the Lessee made not less
than six (6) months before the expiration of the term and if there
shall not at the time of such request be any subsisting breach or
non-observance of any of the covenants and conditions on the part of
the Lessee herein contained and at the Lessee's own cost and expense
grant to the Lessee a further term in respect of the Demised Premises
subject to the following conditions :-
(a) such further term shall be for a period of two (2) years at a
rent to be agreed within the time stipulated under sub-clause (b)
of this Clause but otherwise
17
subject to the like covenants and conditions as are herein
contained in this Lease with the exception of this provision for
renewal;
(b) such further term shall be at a rent to be agreed upon between
the parties hereto not less than three (3) months before the
expiration of the term of the Lease; and
(c) the Lease (in duplicate) in respect of such further term must be
signed by the Lessee at a date not less than two (2) months
before the expiration of the term of this Lease. For avoidance of
any doubt, there shall not be any binding lease agreement in
respect of a further term until the execution of the Lease for
the further terms.
PROVIDED ALWAYS in the event of failure by the parties hereto to
reach agreement as to the rent within the period stipulated in
sub-clause (b) above and/or failure on the Lessee's part to sign
the Lease for such further term within the period stipulated in
sub-clause (c) above then this option shall immediately lapse and
the Lessor shall be absolutely free of all obligations whatsoever
to grant to the Lessee such further term.
(17) The Lessor does not expressly or impliedly warrant that the Demised
Premises are now or will remain suitable or adequate for all or any of
the purposes of the Lessee and all warranties (if any) as to the
suitability or adequacy of the Demised Premises implied by law are
hereby expressly negative.
(18) The covenants, conditions and provisions herein cover and comprise the
whole of the agreement between the parties hereto and/or their
appointed agents and the parties hereto appointed agents and the
parties hereto expressly agree and declare that no further or other
covenants, conditions or provisions whether in respect of the Demised
Premises or otherwise shall be deemed or be implied herein 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 hereto and the existence of any such implication or
collateral or other agreement is hereby negative.
(19) Any notice under this Lease shall be in writing. Any notice or other
document in writing required to be served, delivered or given under
this Lease to the Lessee shall be sufficiently served, delivered or
given if left addressed to the Lessee on the Demised Premises or sent
to the Lessee by registered post or left at the Lessee's last known
address in Singapore and any notice or other document in writing
required to be served, delivered or given under this Lease to the
Lessor shall be sufficiently served delivered or given if sent by
registered post to the Lessor's place of business in Singapore and/or
the Lessor's registered address.
(20) In this Lease unless there is something in the subject or context
inconsistent therewith the expressions "the Lessor" included the
successors assigns and reversioner whether person company or body
corporate or incorporate for the time being entitled to the reversion
immediately expectant on the determination of the term and "the
Lessee" includes the Lessee's successors personal representatives and
permitted assigns and words importing the singular number or the
masculine gender include the plural number or the feminine gender and
vice versa and where two or more persons are included in the
expression "the Lessee" all covenants and
18
conditions shall be binding on them jointly and severally and the
expression "the Management Corporation" shall mean the Management
Corporation for the time being of the Strata Title Xx. 000, XXXX
XXXXX, Xxxxxxxxx.
AS WITNESS the hands of the parties hereto the day and year first above written.
THE SCHEDULE ABOVE REFERRED TO
------------------------------
ALL the office unit on the 22nd Storey of the Building known as XXXX XXXXX,
Xxxxxxxxx 000000 containing an approximate floor area of 452 square feet which
said unit is shown edged red on the plan annexed hereto and is known as 00 Xxxxx
Xxxx #00-00 Xxxx Xxxxx Xxxxxxxxx 000000.
SIGNED BY ) SINPAC INVESTMENT PRIVATE LIMITED
for and on behalf of the ) /s/ Xxxx Xxxx
Lessor in the presence of :- ) Xxxx Xxxx, Authorised Signature
Xxxx Xxxx
SIGNED BY ) POPSTAR COMMUNICATIONS PTE. LTD.
for and on behalf of the ) /s/ Xxxx XxXxxxxxx
Lessee in the presence of :- ) on behalf of Xxxxxxxx Xxx, Director
Xxxxx Xxxx Eng
