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EXHIBIT 10.3
JTC(L)3729/1356 PT 1/KM/ZMY
BUILDING AGREEMENT RELATING TO PRIVATE XXX X00000
XXXXX XX. 00 XXX XX XXX XXXX: 17,930 SQUARE METRES
B E T W E E N
J U R O N G T O W N C O R P O R A T I O N
AND
MICROPOLIS LIMITED
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BUILDING AGREEMENT FOR LAND
AT PRIVATE LOT A14269 IN YIO XXX XXXX
(INLAND)
THIS AGREEMENT is made the 28TH day of FEBRUARY 0000 XXXXXXX XXXXXX XXXX
CORPORATION a body corporate incorporated under the Jurong Town Corporation Act
and its Head Office at Jurong Town Hall, Jurong Town Hall Road, Singapore
(hereinafter called "the Owner" which inspection shall include its
successors-in-title and assigns) of the one part AND MICROPOLIS LIMITED a
foreign company incorporated in the Cayman Islands and having its Singapore
registered office at
0000 XXX XX XXX XXXXXX 0, #00-00,
XXXXXXXXX 2056
(hereinafter called "the Licensee" which expression shall include its
successors-in-title) of the other part.
WHEREBY IT IS AGREED as follows:-
1 For the period of TWO (2) years from 1ST day of OCTOBER 1994 (hereinafter
referred to as "the date hereof") or for such further period as may be extended
by the Owner the Licensee shall have the Licence and authority to enter upon all
that piece of land known as Xxxxxxx Xxx X00000 FORMING PART OF GOVERNMENT SURVEY
LOTS 7634, 9419, 10979 AND 12500, MUKIM NO. 18, ANG MO KIO and situated in the
Republic of Singapore as shown on the plan annexed hereto and estimated to
contain an area of 17,930 square metres more or less subject to survey
(hereinafter called "the said land") for the construction of factory building
and other structures therein and for the installation of equipment fixtures and
fittings thereat for the purpose of THE MANUFACTURE OF DISK DRIVES, RELATED
SUB-ASSEMBLIES, STORAGE SYSTEMS AND RELATED ELECTRONIC/INFORMATION TECHNOLOGY
PRODUCTS ONLY in accordance with the stipulations hereinafter contained and for
no purpose whatsoever.
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2 The Licensee hereby agrees to perform and observe the following
stipulations:-
(i) To hold the said land until the same shall be comprised in a
lease to be granted as hereinafter provided as licensee upon the
same terms relating to the lease referred to in clause 2(ii)
herein at the same rent and subject to the same covenants and
stipulations so far as applicable as if a lease thereto has been
actually granted and so that the Owner shall have all the
remedies by whatsoever means for rent in arrears that are
incidental to the relationship of landlord and tenant but so
that nothing herein contained shall be construed as creating a
legal demise or any greater interest in the licence than a
tenancy at will.
(ii) To pay in advance as from the date hereof a licence fee
calculated at the same rate and on the dates specified as for
the rent reserved in the lease of the said land set out in the
First Schedule hereto as if such lease has actually been
granted.
(iii) To pay on the Owner's behalf to the Comptroller of Property Tax
an amount equivalent to the sum payable by the Owner as property
tax in respect of the said land improvements and structures
thereon during the said period or of such extended period (if
any) permitted under clause 3(c) hereof by way of additional
licence fee or for the period prior to the issue of the lease to
be granted under clause 4 herein.
(iv) To pay interest at the rate of 8.5% per annum or such higher
rate as may be determined from time to time by the Owner in
respect of any outstanding
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amount payable by the Licensee under this Agreement from the
date such amount becomes due until payment in full is received
by the Owner.
(v) To pay to the Owner all survey fees and other charges including
those payable to and claimed by the relevant Government Planning
Authorities for the survey of the said land for the purpose of
sub-division of the land of which the said land forms part and
the preparation and issue of a Certificate of Title PROVIDED
THAT the Owner shall have the right to employ his own surveyor
to carry out the said survey in which event the Licensee shall
bear all costs incurred.
(vi) At his own cost and expense--
(a) to engage a professional engineer to carry out soil
investigations to advise on the soil conditions and to
design structurally sound buildings proposed to be erected
taking into consideration the condition of the said land;
and
(b) to execute such work as may be required to be done in
respect of the state and condition of the said land
(especially its ground levels, topography and soil
conditions) which state and condition the Licensee shall be
deemed to have full knowledge.
(vii) Without prejudice to sub-clause (vi) above to submit within
three (3) months from the date hereof firstly to the Owner for
his approval and then to the relevant Government Planning and
Building Authorities full and complete plans elevations and
specifications of the buildings proposed to be erected on the
said land in accordance in every way
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with the requirements under the Planning Act and the Local
Government Integration Act PROVIDED THAT the Owner may give or
refuse his approval at his absolute discretion.
(viii) At his own cost to commence erection on the said land either
within six (6) months from the date hereof or within one (1)
month from the date of approval of the plans by the relevant
Government Building Authorities, whichever is the earlier, and
in a substantial and xxxxxxx-like manner with the best materials
of their available kinds and in conformity in every respect with
the plans, elevations, sections and specifications approved by
the Owner and the relevant Government Building Authorities to
finish the a warehousing building, structures and other
appurtenances including the installations of all equipment,
fixtures and fittings so as to be completely fit for immediate
occupation and operation within the said period of two (2) years
from the date hereof PROVIDED ALWAYS THAT in the planning,
erection, construction and completion of the said buildings, to
develop to a gross plot ratio of not less than 2.0 and not more
than 2.5 AND PROVIDED FURTHER THAT the Licensee shall not
install or use any electrical installation, machine or apparatus
that may cause or causes heavy power surge, high frequency
voltage and current, air borne noise, vibration or any
electrical or mechanical interference or disturbance whatsoever
which may prevent or prevents in any way the service or use of
any communication system or affects the operation of other
equipment, installations, machinery, apparatus or plants of
other Licensees.
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(ix) At his own cost to take such steps and execute such works upon
the said land as may be necessary for the protection of shores
and embankments if any and for the prevention of earth-slip
erosion of soil and failure of slopes expeditiously in a
xxxxxxx-like manner and to the satisfaction of the Owner and
other relevant governmental and statutory authorities.
(x) If the Licensee shall fail to complete the said buildings works
and installations and to commence operations within the period
specified in clause 2(viii) or within any extended period under
clause 3(c) hereof the Licensee shall pay to the Owner a sum
calculated at the rate of $50.00 per day as liquidated damages
for the period during which the said buildings shall so remain
or have remained incomplete.
(xi) To remove and replace any materials brought on the said land or
used in any of the said buildings works or installations which
the Owner shall require to be removed as being inferior or unfit
and to make good any workmanship which he shall consider
imperfect and if the Licensee fails to remedy such defects the
Owner may enter upon the said land and remedy such defects at
the expense of the Licensee after expiry of fourteen (14) days'
notice being given to the Licensee to do so.
(xii) Not to erect or build or permit or suffer to be erected or built
any building, structure or installation other than those
conforming with the plans elevations sections and specifications
approved by the Owner and the relevant Government Building
Authorities nor to make any alterations in the external
elevation of any of the said buildings when erected without the
prior consent in writing of the Owner.
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(xiii) In the erection and completion of the said buildings, structures
and installations to do all acts and things required by and to
perform the works in conformity with all respects with the
provisions of any laws or regulations made thereunder and to pay
and keep the Owner indemnified against all claims and other
payments whatsoever which during the progress of the works may
become payable in respect of the said works or of anything done
under the authority herein contained and from time to time to
discharge and pay all claims, assessments and outgoings now or
at any time hereafter be chargeable against the Owner under any
law or otherwise in regard to the said land, the said buildings
or any structures or installations thereon.
(xiv) Not to do or permit or suffer to be done in or upon the said
land or any part thereof anything which in the opinion of the
Owner may be or become a nuisance or annoyance or cause damage
or inconvenience to the Owner or to the Licensees or occupiers
of any adjoining or neighbouring premises or whereby any
insurance for the time being effected on the premises under
sub-clause (xix) herein may be rendered void or voidable or be
in any way affected.
(xv) Not to sell or dispose of any earth, clay, gravel or sand from
the said land or permit or suffer any of the same to be removed
except so far as shall be necessary for the execution of the
said works PROVIDED nevertheless that the Licensee may use for
the purpose of the said works any of the approved materials if
so required.
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(xvi) Not without the prior consent in writing of the Owner to remove
or permit or suffer to be removed until after completion of the
said buildings in accordance with the provisions herein
contained any building materials (other than inferior or unfit
materials removed for the purpose of being replaced by proper
materials) or plant which shall be brought upon the said land
for the purpose of the said works.
(xvii) Not without the prior consent in writing of the Owner to affix
or exhibit or erect or paint or permit or suffer to be affixed
or exhibited or erected or painted on or upon any part of the
exterior of the said land or of the external walls or rails or
fences thereof any nameplate, signboard, placard, poster or
other advertisement or hoarding.
(xviii) Not at any time to deposit or make up or manufacture or permit
or suffer to be deposited made up or manufactured upon the said
land any building or other materials except such as shall be
actually required for the buildings to be erected on the said
land in accordance with this Agreement and as soon as the
buildings hereinbefore agreed to be erected shall be completed
at his own expense to remove from the road or footpath adjoining
the said land or the ground intended to be used for such road or
footpath all building and other materials and waste whatsoever.
(xix) As soon as any of the said buildings shall have reached a height
of five (5) feet above ground level to insure the same to the
full value thereof in the joint names of the Owner and the
Licensee against loss or damage by fire in some insurance office
approved by the Owner and shall increase such insurance
proportionately as the said buildings approach completion and to
keep the same so insured until a lease shall be granted as
hereinafter provided and to pay all premiums thereof at least
seven
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(7) days before the expiry date of such insurance policy and to
produce to the Owner or his agent without demand the policy or
policies of such insurance and the receipt for each such payment
and in the event the said buildings or any part thereof are
destroyed or damaged by fire then to forthwith give to the Owner
written notice of such destruction or damage and to forthwith
cause all monies received by virtue of any such insurance to be
forthwith laid out in rebuilding and reinstating the buildings
to the satisfaction of the Owner and to make up any deficiency
thereof out of his own monies, but the rebuilding and
reinstatement shall in any event commence and be completed
within the period specified by the Owner PROVIDED ALWAYS THAT if
the Licensee shall at any time fail to keep the premises insured
as aforesaid the Owner may without being under any obligation to
do so do all things necessary to effect or maintain such
insurance and any monies expended by him for that purpose shall
be repayable by the Licensee on demand and be recovered
forthwith from the Licensee as a debt.
(xx) Not to assign sublet grant a licence or part with or share his
interest under this Agreement, or the possession or occupation
of the said land, or any part thereof EXCEPT THAT, subject to
the Owner's prior written consent, which consent shall not be
unreasonably withheld, the Licensee may mortgage his interest
under this Agreement by way of assignment to secure the
repayment of such sum or sums as the Licensee may require for
the purpose of erecting or completing the building or other
structure to be built on the said land in accordance with the
provisions of this Agreement PROVIDED THAT the Licensee shall
thereafter continue to be liable for the observance and
performance of the several stipulations herein contained until
the grant of the lease as hereinafter provided.
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(xxi) Not to permit or suffer any person to occupy reside or make use
of any building erected on the said land before a Temporary
Occupation Permit or a Certificate of Statutory Completion
issued by or except with the permission of the relevant
Governmental and Statutory authority.
(xxii) To make reasonable provision against and be responsible for all
loss, injury and damage to any person (including loss of life)
or property including that of the Owner for which the Licensee
may be held liable arising out of or in connection with the
occupation and use of the said land and the structures erected
thereon and to indemnify the Owner against all proceedings,
claims, costs and expenses which he may incur or for which he
may be held liable as a result of any act, neglect or default of
the Licensee his servants, contractors, or agents or their
respective servants.
(xxiii) To make good and sufficient provision for the safe and efficient
disposal of all waste including but not limited to pollutants
generated at the said land to the requirements and satisfaction
of the Owner and other relevant Governmental and Statutory
authorities PROVIDED THAT in the event of any default by the
Licensee under this covenant the Owner may carry out such
remedial measures as he thinks necessary and costs and expenses
incurred thereby shall be recoverable forthwith from the
Licensee as a debt.
(xxiv) Subject always to clause 2(xx) hereinbefore appearing, to give
to the Owner written notice of every change of name within one
month from the date of each change.
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(xxv) To construct an internal drainage system to the satisfaction of
the Owner to ensure that all surface water collected is
discharged into the public drains and will not flow into
adjoining properties.
(xxvi) To construct and complete a permanent culvert within nine (9)
months from 1ST day of OCTOBER 1994 or any extension thereof as
may be approved by the Owner and in connection thereof to submit
plans to and to obtain the prior approval in writing of the
Owner for the construction of a temporary crossing.
(xxvii) Within one (1) month of the completion of the permanent culvert
mentioned in sub-clause (xxvi) above to remove the temporary
crossing and to reinstate any roads, roadside xxxxx, drains,
turfing or the like damaged by the Licensee, his servants,
contractors, sub-contractors, or agents or their respective
servants to the satisfaction of the Owner and the relevant
Governmental and Statutory authorities.
(xxviii) Within one (1) month of the completion of the construction of
the said buildings and related civil works to reinstate any
damage caused to the roads, roadside xxxxx, drains, turfing and
the said permanent culvert by the Licensee his servants
contractors or agents or their respective agents to the
satisfaction of the Owner and the relevant Governmental and
Statutory authorities.
(xxix) To place with the Owner a deposit of $5,000.00 which shall be
forfeited in the event of any breach of any of the provisions in
sub-clauses (xxvi), (xxvii) and (xxviii) herein without
prejudice to the rights and remedies of the Owner contained in
this Agreement and the Lease.
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(xxx) At his own cost to plant and maintain trees and landscape the
said land in accordance with all the requirements of the Parks
and Recreation Department, Ministry of National Development and
other relevant Governmental and Statutory authorities.
(xxxi) At his own cost to execute such work as may be necessary to
divert existing utility services such as pipes, cables and the
like (if any) to the requirements and satisfaction of the Owner
and other relevant Governmental and Statutory authorities.
(xxxii) If the Licensee shall at any time be found to have encroached
upon any area beyond the allocated boundaries of the said land,
the Licensee shall at his own cost and expense, but without
prejudice to any other right or remedy the Owner may have
against him, immediately or within the time specified (if any)
by the Owner rectify and remove the encroachment to the
satisfaction of the Owner and pay to the Owner such compensation
as may be specified by the Owner. If, however, the Owner in his
absolute discretion permits the Licensee to regularise and
retain the encroached area or any part thereof upon such terms
and conditions as may be stipulated by the Owner and any other
relevant Governmental and Statutory authorities, the Licensee
shall pay licence fee on the encroached area with retrospective
effect from the date hereof, and the Licensee shall also pay all
survey fees, amalgamation fees, legal fees (including solicitor
and client costs and expense), and all other costs and charges
relating thereto.
(xxxiii) If any damage of whatsoever nature or description shall at any
time occur or be caused to the said land or any building or
structure or installation thereon, or any part thereof, to
forthwith give to the Owner written notice of the damage and to
remedy the damage to the satisfaction of the Owner within such
time as the Owner may specify, all at the cost of the Licensee.
(xxxiv) Not to keep or allow to be kept any livestock or other animals
on the said land or any part thereof.
(xxxv) The licence fees and other taxable sums payable by the Licensee
under or in connection with the Licence herein shall be
exclusive of the goods and services tax (hereinafter called
"tax") chargeable by any government, statutory or tax authority
calculated by reference to the amount of the licence fees and
any other taxable sums received or receivable by the Owner from
the Licensee and which tax is payable by the Licensee. The
Licensee shall pay the tax and the Owner acting as the
collecting
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agent for the government, statutory or tax authority shall
collect the tax from the Licensee together with the rent
hereinbefore reserved without any deduction and in advance
without demand on the 1st day of each of the months of January,
April, July and October, and in the manner and within the period
prescribed in accordance with the applicable laws and
regulations.
(xxxvi) At all times and at his own cost and expense, to comply with and
observe any height restriction on buildings and structures at
the said land which may be imposed by any governmental or
statutory authority and to ensure that the maximum height for
all buildings and structures on the said land shall not exceed
36 metres AGL.
(xxxvii) The building facade fronting Serangoon North Avenue 5 shall be
aesthetically-designed.
(xxxviii) Without prejudice to Clauses 2(xii) and 2(xiii) hereinbefore
appearing, the Licensee shall not place, construct or erect or
permit the placing, construction or erection of any building,
structure or equipment whatsoever on the 3.0 metre-wide sewer
easement and buffer situated within the boundary of the said
land as shown on the plan annexed hereto.
(xxxix) The Licensee accepts that as infrastructure development, which
shall include a permanent road, public sewer, water pipes and
street lighting for the whole of Yio Xxx Xxxx area of which the
said land forms only a part, is being carried out by the Owner
and is targetted for completion on or about January 1995 at the
earliest, the Licensee shall meanwhile at his own cost make
temporary arrangements with the relevant governmental and
statutory authorities to obtain public utilities for the
Licensee's own needs.
(xl) The Licensee accepts the said land with full knowledge that the
proposed permanent road and service road shown on the said plan
annexed hereto have yet to be constructed and further accepts
and agrees at all times to permit the Owner, its contractors,
sub-constractors, and their workmen to enter upon the said land
facing the said proposed permanent road for purposes of a
working area to carry out and complete the said infrastructure
development.
(xli) The Licensee has to liaise with the Owner's contractors before
placing the temporary crossing to the said land along the
proposed road and at his own costs to shift its position from
time to time so as not to impede the Owner's infrastructure
development programme.
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(xlii) The Owner shall not be liable to the Licensee or any other
person for any claim, demand, action, proceeding, inconvenience,
damage, loss, costs whatsoever that may arise in respect of or
in connection with Clauses 2(xxxix) to 2(xli) above.
(xliii) That access to the said land shall be confined only to Serangoon
North Avenue 5.
(xliv) Without prejudice to the generality of clause 2(ix) herein,
(a) the Licensee shall construct and complete a retaining wall
on the boundary of the said land along Sungei Tonkang as
part of slope protection works (hereinafter referred to as
"the said retaining wall");
(b) the Licensee shall notify the Owner within two weeks of
completion of the construction of the said retaining wall
together with an audited statement of the cost of
construction of the said retaining wall (hereinafter
referred to as "the said requisite notice") PROVIDED ALWAYS
THAT no compensation shall be payable under Clause 2(xliv)
(c) herein by the Owner and/or claimable by the Licensee if
the said requisite notice is not duly given;
(c) if the said retaining wall shall have been completed to a
reasonably acceptable standard and upon due confirmation of
the same by the Owner's Technical Services Group, the Owner
shall compensate the Licensee for the cost of the
construction of the said retaining wall up to a maximum of
S$720,000/- (Dollars Seven hundred and twenty thousand
only) (hereinafter referred to as "the said compensation")
PROVIDED ALWAYS THAT the said compensation shall be paid to
the Licensee by deducting the same amount in full or in
instalments from the license fees that have or will become
due.
3 It is hereby mutually agreed that until the Licensee has performed all his
obligations herein contained the Owner shall possess the rights and powers
following:-
(a) The right for himself and his agents with or without workmen or others
at all reasonable times to enter upon the said land to view the state
and progress of the said buildings and works and to inspect and test
the materials and workmanship in connection therewith and for any
other reasonable purpose including the construction and installation
of sewers drains pipes and cables on or leading from any adjoining or
neighbouring land of the Owner as may be required by the Owner.
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(b) Full right and liberty in case any of the said buildings and other
structures or installations hereby agreed to be erected be not
completed and fit for immediate occupation within the period
hereinbefore limited (time in this respect shall be of the essence of
the contract) and in accordance in every way with the stipulations
hereinbefore contained or in case the Licensee shall in any other way
fail to perform and observe any of the stipulations on his part herein
contained or if any charging order writ of seizure and sale or its
equivalent made in respect of the said land or any structure thereon
shall be enforced without the written consent of the Owner having
first been obtained by the Licensee or by the person in whose favour
the charging order writ of seizure and sale or its equivalent shall
have been made, to re-enter upon and take possession of the said land
and all buildings structures fixtures plant material and effects
whatsoever thereon with power to hold and dispose thereof as if this
Agreement had not been entered into and without making to the Licensee
any compensation or allowance for the same and this Agreement shall
thereupon determine but without prejudice to any right of action or
other remedy of the Owner for the recovery of any licence fee or
monies due to him from the Licensee or in respect of any breach of
this Agreement PROVIDED ALWAYS THAT if the said land has been assigned
by way of mortgage the provisions of this clause shall not take effect
until the Owner has served upon the mortgagee notice in writing
specifying the breach and the mortgagee has failed to remedy such
breach.
(c) PROVIDED nevertheless that notwithstanding any such default as
aforesaid in completing the said buildings and works the Owner may in
his discretion give notice in writing to the Licensee of his intention
not to enforce the stipulations herein contained and may fix any
extended period for the completion of the said works in substitution
for the said period of two (2) years hereby fixed for such completion
and thereupon the obligations hereunder of the Licensee to complete
the said works and to accept a lease hereinafter mentioned shall be
taken to refer to such substituted period.
(d) Without prejudice to the generality of clause 3(b) hereof full right
and liberty in the event that the Licensee has failed to either:-
(1) develop the said land to the gross plot ratio specified in
clause 2(viii), or
(2) fulfil the investment criterion as stipulated in Clause 4
with full and absolute discretion to the Owner to either:
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(i) re-enter upon and take possession of the said land or any part
thereof and all buildings, structures, fixtures, plant, material and
effects whatsoever thereon with power to hold and dispose thereof as
if this Agreement had not been entered into and without making to the
Licensee any compensation or allowance for the same and this
Agreement shall thereupon determined but without prejudice to any
right of action or other remedy of the Owner or recovery of any
licence fee or monies due to him from the Licensee or in respect of
any breach of this Agreement, or
(ii) reduce the term of lease proportionately as the actual amount
invested bears with the required fixed investment on the said land as
stipulated in clause 4 in which event the Licensee shall execute such
documents as the Owner shall deem necessary and in connection
therewith, pay all costs disbursements fees and charges legal or
otherwise as provided in clause 5.
PROVIDED ALWAYS that if the said land has been assigned by way of mortgage,
the provisions of this sub-clause (d) shall not take effect until the Owner
had served upon the Mortgagee notice in writing specifying the breach and
the Mortgagee has failed to remedy such breach.
4 If the said buildings and works shall have been completely finished to the
satisfaction of the Owner and the relevant Government Building Authorities (to
be evidenced by their certificates in writing to that effect) within the said
period of two (2) years or of such extended period (if any) as aforesaid and if
the Licensee shall have performed and observed all the stipulations herein on
his part contained other than such as may have been waived as aforesaid AND IF
THE LICENSEE'S INVESTMENT SHALL HAVE BEEN THE SUM OF $1000/- PER SQUARE METRE OF
THE GROSS BUILDING FLOOR AREA ON BUILDING AND CIVIL WORKS (OF WHICH AT LEAST
1.5% THEREOF UP TO A MAXIMUM OF $300,000/- MUST BE ON LANDSCAPING) AND THE
MINIMUM SUM OF $500/- PER SQUARE METRE OF THE SAID LAND ON PLANT AND MACHINERY
WITHIN THREE (3) YEARS FROM 1ST DAY OF OCTOBER 1994 (DUE PROOF OF SUCH
INVESTMENT SHALL BE PRODUCED TO THE SATISFACTION OF THE OWNER ON OR BEFORE 31ST
DAY OF MARCH 1998) then the Owner shall grant and the Licensee shall accept and
execute a counter-part of one good and sufficient lease or sub-lease of the said
land and premises together with the buildings so erected thereon with their
appurtenances for the term of THIRTY (30) YEARS from the 1ST DAY OF OCTOBER 1994
at the rent and in the form containing the reservation exceptions covenants
conditions and provisions set forth in the FIRST SCHEDULE hereto with such
modifications as circumstances may render necessary and such other covenants
conditions or stipulations to be performed by the Licensee governing or
regulating the use of the said land as the Owner thinks fit with a view to
preserving the value thereof or protecting the interests of the licensees or
occupiers of land or premises adjacent to the said land from any dangerous or
obnoxious or otherwise harmful activities which may be carried out by the
Licensee whether or not such activities are incidental to the Licensee's trade
PROVIDED THAT until such lease is executed the Licensee shall be deemed to be
the Lessee of the said land as though a lease has been executed at the same rent
and subject to the covenants and conditions contained in the First Schedule
hereto so far as the same are applicable.
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5 The Licensee shall pay all costs disbursements fees and charges legal or
otherwise including stamp and registration fees in connection with the
preparation stamping and issue of this Agreement and the Lease herein agreed to
be granted and any prior accompanying or future documents or deeds supplementary
collateral or in any way relating to this Agreement and the lease.
6 The Licensee shall pay all costs and fees legal or otherwise, including the
Owner's costs as between solicitor and client, in connection with the
enforcement of the covenants and conditions of this Agreement and the lease.
7 The Licensee may, at any time during the said period of two (2) years and any
extensions thereof granted under clause 3(c) and subject to the prior written
consent and the conditions of consent of the Owner, terminate this Agreement or
surrender part of the said land PROVIDED ALWAYS THAT such termination or
surrender shall be without prejudice to any right or remedy of the Owner which
may have accrued prior to such termination or surrender AND PROVIDED FURTHER
THAT the Licensee shall in addition to the licence fee (which at the discretion
of the Owner may be apportioned for the period commencing from the date hereof
up to the date of delivery of vacant possession of the said land or part thereof
to the Owner) survey fees, property tax and other charges specified herein pay
to the Owner as liquidated damages a sum made up of firstly an amount equivalent
to three (3) months' licence fee, secondly an amount equivalent to one (1)
additional year's property tax and thirdly an amount of $500/- being
administrative costs or such other sum as may be determined from time to time by
the Owner, AND PROVIDED FURTHER THAT before the delivery of vacant possession as
aforesaid if the Owner shall so desire the Licensee shall at the cost and
expense of the Licensee render the said land or part thereof as the case may be
to its original state and condition.
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IN WITNESS WHEREOF the parties hereto have hereunto set their respective
hands or seals the day and year first above written.
SIGNED on behalf of )
)
THE JURONG TOWN CORPORATION )
)
By : XXXX XXX SIONG ) /s/ XXXX XXX SIONG
Deputy Chief Executive ) ----------------------------------
Officer )
)
)
in the presence of:- )
/s/ XXXXXX XXXXXX
----------------------------
XXXXXX XXXXXX
The Common Seal of )
)
)
MICROPOLIS LIMITED ) [SEAL]
)
)
was hereunto affixed )
)
in the presence of:- )
Signature: /s/ XXXXXX X. XXXXX
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Name: XXXXXX X. XXXXX
Designation: PRESIDENT
Signature: /s/ XXXXXXX X. XXXXXXX
----------------------------
Name: XXXXXXX X. XXXXXXX
Designation: DIRECTOR AND SECRETARY 28.2.95
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ACKNOWLEDGEMENT
State of CALIFORNIA
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County of LOS ANGELES
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On 2/28/95 before me, XXXXXXX XXXXXXX, NOTARY PUBLIC
---------------- -------------------------------------------------
DATE NAME, TITLE OF OFFICER
personally appeared XXXXXX X. XXXXX AND XXXXXXX X. XXXXXXX
------------------------------------------------------------
NAME(S) OF SIGNER(S)
--------------------------------------------------------------------------------
[X] personally known to me - OR - [ ] proved to me on the basis of
satisfactory evidence to be the
person(s) whose name(s) is/are
subscribed to the within instrument and
acknowledged to me that he/she/they
executed the same in his/her/their
authorized capacity(ies), and that by
[STATE SEAL] his/her/their signature(s) on the
XXXXXXX XXXXXXX instrument the person(s), or the entity
COMM. # 1000691 upon behalf of which the person(s)
Notary Public -- California acted, executed the instrument.
LOS ANGELES COUNTY
My Comm. Expires SEP 19, 1997 WITNESS my hand and official seal.
/s/ XXXXXXX XXXXXXX
----------------------------------------
SIGNATURE OF NOTARY
--------------------------------------------------------------------------------
CAPACITY CLAIMED BY SIGNERS DESCRIPTION OF ATTACHED DOCUMENT
[X] CORPORATE OFFICER BUILDING AGREEMENT
DIRECTOR
--------------------------- --------------------------------
TITLE TITLE OR TYPE OF DOCUMENT
DIRECTOR/SECRETARY 37
--------------------------- --------------------------------
TITLE NUMBER OF PAGES
SIGNERS ARE REPRESENTING:
--------------------------------
DATE OF DOCUMENT
MICROPOLIS LIMITED
--------------------------- --------------------------------
SINGER(S) OTHER THAN NAMED ABOVE
20
THE FIRST SCHEDULE ABOVE REFERRED TO
FORM 19
THE LAND TITLES ACT
(CHAPTER 157)
OFFICE USE ONLY
------------------------
L ------------------------
$
------------------------
L E A S E
(WITH RESERVATION OF EASEMENT)
-------------------------------------------------------------------
DESCRIPTION Reference to
OF LAND Land Register Town Mukim Lot Description of Land
---------------- Sub- (whether whole or
Volume Folio division part)
-------------------------------------------------------------------
18 (PRIVATE LOT A14269)
-------------------------------------------------------------------
T H E L E S S O R
--------------------------------------------------------------------
LESSOR JURONG TOWN CORPORATION, a body corporate OFFICE USE
incorporated under the Jurong Town ONLY
Corporation Act and having its office at
Xxxxxx Xxxx Xxxx, Xxxxxx Xxxx Xxxx Xxxx,
Xxxxxxxxx 0000.
--------------------------------------------------------------------
(the registered proprietor) HEREBY LEASES the registered estate or
interest in the land above described to
T H E L E S S E E
--------------------------------------------------------------------
LESSEE OFFICE USE
MICROPOLIS LIMITED ONLY
--------------------------------------------------------------------
21
TERM OF as tenant for the term of THIRTY (30) YEARS commencing the 1ST DAY
LEASE OF OCTOBER 1994, in consideration of the minimum investment by the
Lessee of $1,000/- per square metre of the gross building floor area
on building and civil works (of which at least 1.5% thereof up to a
maximum of $300,000/- must be on landscaping) and $500/- per square
metre of the demised premises on plant and machinery, (hereinafter
referred to as "the fixed investment criteria") and YIELDING and
PAYING therefor from the 1ST DAY OF JULY 1995 the yearly rent of
DOLLARS NINE HUNDRED AND EIGHTY THOUSAND SEVEN HUNDRED AND
SEVENTY-ONE ONLY ($980,771/-) to be paid by equal quarterly
instalments on the 1st day of each of the months of January, April,
July and October in every year of the said term without any
deduction and in advance without demand at the office of the Lessor
or at such other office as the Lessor may designate calculated at
the rate of $54.70CTS per square metre per annum (hereinafter
referred to as "the Initial Rent") of the demised premises having an
area of 17,930 square metres (hereinafter referred to as "the
preliminary survey area", which may at any time be adjusted on
completion of final survey, if any, and in which event if the area
adjusted exceeds five square metres more, or less, than the
preliminary survey area the rental paid or payable by the Lessee
shall accordingly also be adjusted and be paid and payable or
refunded as the case may be in respect of the full difference
between the preliminary survey area and the final survey area, with
retrospective effect from the commencement of the said term of the
Lease herein), which rate shall be subject to revision on the 1ST
DAY OF JULY 1996 at the rate based on the market rent on the date of
such revision determined in the manner following but so that the
increase shall not exceed 7.6% of the Initial Rent. The yearly rent
so revised on the 1ST DAY OF JULY 1996 shall be subject to revision
on the 1ST DAY OF JULY of every year thereafter at the rate based on
the market rent on the respective dates determined in the manner
following but so that the increase shall not exceed 7.6% of the
annual rent for each immediately preceding year. The market rent in
this context shall mean the rent per square metre per annum of the
demised premises excluding the buildings and other structures
erected thereon and shall be determined by the Lessor on or about
the dates mentioned (and payable retrospectively with effect from
the dates mentioned if determined after the dates mentioned) and the
decision of the Lessor shall be final.
AND RESERVING to the Lessor as APPURTENANT TO
-------------------------------------------------------------------
DESCRIPTION Reference to
OF LAND Land Register Town Mukim Lot Description of Land
------------------ Sub- (whether whole or
Volume Folio division part)
-------------------------------------------------------------------
18
-------------------------------------------------------------------
2
22
a RIGHT OF PASSAGE AND RUNNING of water soil electricity power gas
telephone communication and other similar amenities from the
adjoining and neighbouring premises thereon through sewers drains
pipes channel cables and ducts upon or under the land hereinafter
described and to make connections with such sewers drains pipes
channels cables and ducts or any of them for the purpose of
exercising the said right of passage and of running the aforesaid
amenities over the land hereinafter described.
------------------------------------------------------------------
DESCRIPTION Reference to
OF LAND Land Register Town Mukim Lot Whole or part (If
(Reservation -------------- Sub- part only give
of right of Volume Folio division details)
passage and ------------------------------------------------------------------
running of 18
amenities
over land
hereby
transferred)
------------------------------------------------------------------
SUBJECT TO:
PRIOR PRIOR ENCUMBRANCE
ENCUMBRANCES
NIL
AND the following:-
COVENANTS AND CONDITIONS
(a) the covenants, conditions and powers implied by law in instruments of
lease (or to such of them as are not hereinafter expressly negatived
or modified);
(b) the covenants and conditions set forth in the Memorandum of Lease
filed in the Registry of Titles and numbered as ML I/30809F with the
exception of covenants 1(x) and 1(xxv) of ML I/30809F.
3
23
SPECIAL COVENANTS AND CONDITIONS
1 (x) As often as any building or structure on the demised premises or
any part thereof shall be destroyed or damaged as aforesaid
forthwith to give to the Lessor written notice of such
destruction or damage and forthwith to cause all monies received
by virtue of such insurance to be laid out in rebuilding and
reinstating the same to the satisfaction of the Lessor and in
accordance with the plans and specifications approved by the
Lessor and in accordance with the laws, bye-laws regulations and
planning schemes of every relevant governmental and statutory
authority prevailing at the time, and in case the monies so
received shall be insufficient for that purpose then to make up
the deficiency out of his own monies PROVIDED THAT the
rebuilding and reinstatement shall in any event commence and be
completed within the period specified by the Lessor.
(xxv) Subject always to Clause 1(xi) of ML I/30809F, to give to the
Lessor written notice of every change of name within one month
from the date of each change.
(xxxvi) Not to use or permit or suffer the demised premises or any part
thereof to be used otherwise than for THE MANUFACTURE OF DISK
DRIVES, RELATED SUB ASSEMBLIES, STORAGE SYSTEMS AND RELATED
ELECTRONIC/INFORMATION TECHNOLOGY PRODUCTS ONLY except with the
prior consent in writing of the Lessor. In giving its consent,
the Lessor may in its absolute discretion require, inter alia,
the Lessee to meet the fixed investment criteria and to show due
proof within such period of time as the Lessor may stipulate,
and in the event of the non observance thereof, the Lessor shall
be entitled to exercise its rights under clause 3(c) of ML
I/30809F. For the avoidance of any doubt, the words "meet" in
this clause and "met" in clause (xi) shall include the
maintenance of the fixed investment criteria and if it has not
been maintained then that it be met.
(xxxvii) Without prejudice to clause 1(viii) of ML I/30809F to ensure
that the gross plot ratio shall not be less than 2.0 and not
more than 2.5.
4
24
(xxxviii) Not to keep or allow to be kept any livestock or other animals
at the demised premises or any part thereof.
(xxxix) At the Lessee's own cost and expense and subject to the Lessor's
prior written approval, to execute such works as may be deemed
necessary by the Lessee in respect of the state and condition of
the demised premises (especially its ground levels, topography
and soil conditions) which state and condition the Lessee shall
be deemed to have full knowledge.
(xl) Without prejudice to the generality of Clauses 1(iii) and 1(vii)
in ML I/30809F, the rent and other taxable sums payable by the
Lessee under or in connection with this lease shall be exclusive
of the goods and services tax (hereinafter called "tax")
chargeable by any government, statutory or tax authority
calculated by reference to the amount of rent and any other
taxable sums received or receivable by the Lessor from the
Lessee and which tax is payable by the Lessee. The Lessee shall
pay the tax and the Lessor acting as the collecting agent for
the government, statutory or tax authority shall collect the tax
from the Lessee together with the rent hereinbefore reserved
without any deduction and in advance without demand on the 1st
day of each of the months of January, April, July and October,
and in the manner and within the period prescribed in accordance
with the applicable laws and regulations.
(xli) At all times and at his own cost and expense, to comply with and
observe any height restriction on buildings and structures at
the demised premises which may be imposed by any governmental or
statutory authority and to ensure that the maximum height for
any building and structures on the demised premises shall not
exceed 36 metres AGL.
(xlii) Without prejudice to the generality of Clause 1(vii) of
ML I/30809F, the Lessee shall not place, construct or erect or
permit the placing, construction or erection of any building,
structure or equipment whatsoever on the 3.0-metre wide sewer
easement and buffer situated within the boundary of the demised
premises shown on the plan annexed hereto.
(xliii) That the access to the demised premises shall be confined only
to Serangoon North Avenue 5.
4A
25
2A The Lessor further covenants with the Lessee that he shall grant to the
Lessee a lease of the demised premises for a further term of THIRTY (30) YEARS
(hereinafter referred to as "the further term") from the expiry of the said term
upon the same terms and conditions and containing like covenants as are
contained in this lease with the EXCEPTION of the present covenant for renewal
PROVIDED THAT:
(i) the Lessee shall have made a minimum investment of $1,000/- per
square metre of the gross building floor area on building and civil
works of which at least 1.5% of the building cost up to a maximum of
$300,000/- must be on landscaping and $500/- per square metre of the
demised premises on plant and machinery, (also referred to as "the
fixed investment criteria") within THREE (3) years from the 1ST day
of OCTOBER 1994 and due proof of such investment is produced to the
satisfaction of the Lessor on or before the 31ST day of MARCH 1998;
(ii) Subject to clause 1(viii) of ML I/30809F, there shall be a gross
plot ratio of not less than 2.0 and not more than 2.5;
(iii) at the time due proof of such investment is produced and at the
expiry of the said term, there be no existing breach or
non-observance of any of the covenants and conditions herein
contained on the part of the Lessee to be observed or performed;
(iv) the rental payable for the further term shall be as set out
hereunder;
(a) the yearly rent for the further term shall be at the rate based
on the market rent at the commencement of the further term
(hereinafter referred to as "the Second Initial Rent") which
rate shall however be subject to a revision on the 1ST DAY OF
OCTOBER 2025 to a rate based on the market rent on the date of
such revision determined in the manner following but so that
the increase shall not exceed 7.6% of the Second Initial Rent;
(b) the yearly rent so revised on the 1ST day of OCTOBER 2025 shall
be subject to revision on the 1ST day of OCTOBER of every year
thereafter at the rate based on the market rent on the
respective dates determined in the manner following but so that
the increase shall not exceed 7.6% of the annual rent for each
immediately preceding year;
(c) the yearly rent for the further term shall be payable by equal
quarterly instalments without any deductions and in advance
without demand on the 1st day of each of the months of January,
April, July and October in every year of the further term
5
26
at the office of the Lessor or at such other office as the
Lessor may designate the 1st of such payments to be made on or
before the commencement of the further term;
(d) for the purposes of (a) and (b) above, the market rent shall
mean the rent per square metre per annum of the demised
premises excluding the buildings and other structures erected
thereon and shall be determined by the Lessor on or about the
dates mentioned (and payable retrospectively with effect from
the dates mentioned if determined after the dates mentioned)
and the decision of the Lessor shall be final;
(v) if required by the Lessor, the Lessee shall within four (4) months
from the commencement of the further term and at his own cost and
expense, carry out and complete such improvements to the landscaping
at the demises premises as may be stipulated in writing by the
Lessor;
(vi) the Lessee shall six (6) months before the expiry of the said term
submit, for the approval of the Lessor and the relevant governmental
and statutory authorities, plans for the upgrading of the exterior
of buildings on the demised premises to the same highest quality of
new buildings which the Lessor will be building at that time, and
the Lessee shall expeditiously do all acts and things necessary to
obtain the approval, all the cost and expense of the Lessee; and
(vii) the Lessee shall at his own cost and expense complete within
eighteen (18) months from the commencement of the further term, the
upgrading of the buildings in-accordance with the plans approved by
the Lessor and the relevant governmental and statutory authorities
and to the satisfaction of the Lessor.
3 This Lease shall be interpreted in accordance with the laws of Singapore
and any legal proceedings, actions or claims arising from or in connection with
this Lease herein shall be commenced in and heard before the courts of Singapore
and the Lessee agrees to submit itself to the jurisdiction of the courts of
Singapore.
6
27
DATE OF LEASE
EXECUTION THE COMMON SEAL OF )
BY LESSOR )
JURONG TOWN CORPORATION )
)
was hereunto affixed in )
)
the presence of:- )
)
)
)
)
----------------------------------------
CHIEF EXECUTIVE OFFICER
----------------------------------------
SECRETARY
EXECUTION THE COMMON SEAL OF )
BY LESSEE )
)
)
was hereunto affixed in )
)
the presence of:- )
----------------------------------------
----------------------------------------
I,
a duly authorised officer of the Jurong Town Corporation, under
Section 31 of the Jurong Town Corporation Act (Cap 150) for and on
behalf of the Lessor hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
I,
the Solicitor of the Lessee hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
7
28
BELOW THIS LINE FOR OFFICE USE ONLY
--------------------------------------------------------------------------------
SPECIAL REMARKS ENDORSING INSTRUCTION
FIRST SCHEDULE:
SECOND SCHEDULE:
--------------------------------------------------------------------------------
EXAMINED REGISTERED ON
-------------
INITIALS OF
SIGNING
OFFICER
DATE : REGISTRAR OF TITLES
--------------------------------------------------------------------------------
29
OFFICE USE ONLY
THE LAND TITLES ACT ------------------------
(CHAPTER 157)
------------------------
$
------------------------
M E M O R A N D U M
To the Registrar of Titles
On behalf of THE JURONG TOWN CORPORATION, a body corporate incorporated under
the Jurong Town Corporation Act and having its office at Jurong Town Hall,
Jurong Town Hall Road, Singapore, the Registered proprietor.
I, XXXXXX XXX XXXX XXXX, certify that this memorandum (comprising seven pages),
contains the provisions which are deemed to be incorporated in any instrument in
which the abovementioned corporation is named as a lessor and such instrument
has reference to this memorandum.
-------------------------------
Authorised Officer
---------------------------------
LODGED BY: Filed in the REGISTRY OF TITLES
Jurong Town Corporation ON 26TH JUNE, 1990
Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx Xxxx Xxxx
Xxxxxxxxx 0000 REGISTRAR OF TITLES
---------------------------------
30
SPECIAL COVENANTS AND CONDITIONS
1 The Lessee hereby covenants with the Lessor as follows:-
(i) To pay the yearly rent hereinbefore reserved on the days and in
the manner appearing in the reddendum.
(ii) To pay unto the Lessor on demand by way of additional rent a sum
equal to all such sums as the Lessor may from time to time pay
for insuring and keeping insured the demised premises against
loss or damage by fire in case the Lessee shall make default in
insuring and keeping insured the demised premises pursuant to the
covenant in that behalf hereinafter contained PROVIDED ALWAYS
THAT nothing herein shall render it obligatory on the part of the
Lessor to insure and keep insured the demised premises or any
part thereof.
(iii) To pay all rates taxes assessments and outgoings whatsoever which
now are or which at any time hereafter during the said term may
be imposed or charged upon or in respect of the demised premises
or any part thereof.
(iv) To repair and keep in tenantable repair the demised premises and
every part thereof throughout the said term.
(v) To pay a reasonable proportion of the expense of constructing
repairing rebuilding and cleansing all party walls fences sewers
drains pipes water-courses and other things the use of which is
common to the demised premises and the occupiers of any adjoining
or neighbouring premises and such proportion in the case of a
dispute shall be conclusively determined by the Lessor's surveyor
for the time being.
(vi) To permit the Lessor and his surveyors or agents with or without
workmen or others during the said term at reasonable times in the
day-time to enter upon the demised premises and every part
thereof to examine the state and condition of the same and of
defects decays and wants of reparations and of all breaches of
covenant there found and the Lessor may thereupon serve on the
Lessee notice in writing by leaving the same at or on the demised
premises to or for the Lessee to make good the same within such
reasonable time as specified in such notice.
(vii) To perform and observe ail the obligations which the Lessor of
the demised premises may be liable to perform or observe during
the term hereby created by any direction or requirement of any
governmental or statutory authority and if the Lessee shall fail
to observe or perform this covenant the Lessor may in its
absolute discretion perform the same and all expenses and costs
incurred thereby shall be recoverable from the Lessee as a debt
PROVIDED ALWAYS THAT the Lessor shall not be liable to the Lessee
for any loss damage or inconvenience caused thereby.
1
31
(viii) Not to make or cause to be made any addition or alteration
affecting the elevation external structure or stability of the
demised premises or any part thereof without the prior written
consent of the Lessor and the relevant governmental and statutory
authorities PROVIDED THAT on the granting of such consent and
without prejudice to other terms and conditions which may be
imposed the Lessee shall give to the Lessor security that the
proposed addition alteration or rebuilding will in fact be
carried out within a reasonable time.
(ix) Forthwith to insure and keep insured the demised premises against
loss or damage by fire to the full value thereof with a well
established insurance company approved by the Lessor and to make
all payments necessary for that purpose within seven days after
the same shall become payable and upon reasonable notice to
produce to the Lessor the policy or policies of such insurance
and the receipts for all such payments.
(x) As often as the demised premises or any part thereof shall be
destroyed or damaged as aforesaid forthwith to cause all monies
received by virtue of such, insurance to be laid out in
rebuilding and reinstating the same in accordance with the plans
and specifications approved by the Lessor and in accordance with
the existing laws, bye-laws, regulations and planning schemes of
every relevant governmental and statutory authority, prevailing
at the time, and in case the monies so received shall be
insufficient for that purpose then to make up the deficiency out
of his own monies PROVIDED THAT the rebuilding and reinstatement
shall in any event commence and be completed within the period
specified by the Lessor.
(xi) Not to demise assign mortgage let sublet or underlet or grant a
licence or part with or share the possession or occupation of the
demised premises in whole or in part without first obtaining the
consent of the Lessor in writing. The restrictions contained in
Section 17 of the Conveyancing and Law of Property Act (Chapter
61) shall not apply. In addition, the Lessor may in its absolute
discretion in giving the consent require, inter alia, that the
fixed investment criteria be met and due proof thereof be shown
within such period of time as the Lessor may stipulate, and ire
the event of the non-observance thereof, the Lessor shall be
entitled to exercise its rights under Clause 3(c) herein.
(xii) Within six months of the devolution of the interest of the Lessee
not perfected by an assent to give notice thereof in writing with
particulars thereof to the Lessor and produce to the Lessor such
documentary evidence as may be required by the Lessor.
2
32
(xiii) Not to use the demised premises or any part thereof for any
illegal or immoral purpose and not to do or permit or suffer to
be done upon the demised premises anything which in the opinion
of the Lessor may be or become a nuisance annoyance or cause
damage or inconvenience to the Lessor or his lessees or the
occupiers of any adjoining or neighbouring premises or whereby
any insurance for the time being effected on the demised premises
may be rendered void or voidable or be in any way affected.
(xiv) Not without the prior consent in writing of the Lessor to affix
or exhibit or erect or paint or permit or suffer to be affixed or
exhibited or erected or painted on or upon any part of the
exterior of the demised premises or of the external rails or
fences thereof any nameplate signboard placard poster or other
advertisement or hoarding.
(xv) To make reasonable provision against and be responsible for all
loss injury or damage to any person or property including that of
the Lessor for which the Lessee may be held liable arising out of
or in connection with the occupation and use of the demised
premises and to indemnify the Lessor against all proceedings
claims costs and expenses which he may incur or for which he may
be held liable as a result of any act neglect or default of the
Lessee his servants contractors sub-contractors or agents.
(xvi) To pay interest at the rate of 8.5% per annum or such higher rate
as may be determined from time to time by the Lessor in respect
of any arrears of rent or other outstanding sums due and payable
under this Lease from the due dates thereof until payment in full
is received by the Lessor.
(xvii) At the termination, by expiry or otherwise, of the term hereby
created, to yield up the demised premises to the Lessor in
tenantable repair in accordance with the Lessee's covenants
herein contained PROVIDED THAT, if so required by the Lessor and
upon notice thereof, the Lessee shall remove the fixtures and
fittings, or any part thereof, as may be specified by the Lessor
and reinstate the demised premises to the satisfaction of the
Lessor and if the Lessee shall fail to observe or perform this
covenant the Lessor shall execute such works and recover the
costs thereof from the Lessee as a debt.
(xviii) To make good and sufficient provision for the safe and efficient
disposal of all waste including but not limited to pollutants to
the requirements and satisfaction of the Lessor PROVIDED THAT in
the event of default by the Lessee under this covenant the Lessor
may carry out such remedial measures as he thinks necessary and
all costs and expenses incurred thereby shall forthwith be
recoverable from the Lessee as a debt.
3
33
(xix) Not to do or omit or suffer to be done or omitted any act matter
or thing in or on the demised premises in respect of the
operations business, trade or industry carried out or conducted
therein which shall contravene the provisions of any laws,
bye-laws, orders, rules or regulations now or hereafter affecting
the same but at his own cost and expense to comply with all such
provisions and at all times hereafter to indemnify and keep
indemnified the Lessor against all actions, proceedings, costs,
expenses, claims, fines, losses, penalties and demands in respect
of any act matter or thing done or omitted to be done in
contravention of the said provisions.
(xx) To pay all costs disbursements fees and charges legal or
otherwise including stamp and registration fees in connection
with the preparation stamping and issue of this Lease and any
prior accompanying or future documents or deeds supplementary
collateral or in any way relating to this Lease.
(xxi) To pay all costs and fees legal or otherwise including costs as
between solicitor and client in connection with the enforcement
of the covenants and conditions herein.
(xxii) To pay to the Lessor all survey fees and other charges including
those payable to and claimed by the relevant Government Planning
Authorities and other relevant governmental and statutory
authorities for the survey of the demised premises for the
purpose of sub-division of the land of which the demised premises
forms part and issue of this Lease and a Certificate of Title
PROVIDED THAT the Lessor shall have the right to employ his own
surveyor to carry out the said survey in which event the Lessee
shall bear all costs thereby incurred.
(xxiii) At his own cost to take such steps and execute such works upon
the demised premises as may be necessary for the protection of
shores and embankments if any and for the prevention of earthslip
erosion of soil and failure of slopes expeditiously in a
workmanlike manner and to the satisfaction of the Lessor.
(xxiv) To construct an internal drainage system within the demised
premises to the satisfaction of the Lessor to ensure that all
surface water collected thereon is discharged into the public
drains.
(xxv) Not to effect a change of name except with the prior consent in
writing of the Lessor PROVIDED THAT on every change of name the
Lessee shall pay to the Lessor a fee to be specified by the
Lessor in relation to such consent.
(xxvi) To perform and observe the covenants on the Lessor's part
contained in the Head Lease made between the President of the
Republic of Singapore and the Lessor so far as they are not
varied herein and to keep the Lessor indemnified against all
claims damages costs and expenses in any way relating thereto.
4
34
(xxvii) To maintain the demised premises and every part thereof in a neat
and tidy condition, and forthwith to comply with the Lessor's
direction to remove and clear any materials, goods or articles of
whatever nature and description from the demised premises or such
part thereof as may be stipulated in writing by the Lessor.
(xxviii) At his own cost to plant and maintain trees and landscape the
demised premises in accordance with all the requirements of the
Parks and Recreation Department, Ministry of National Development
and other relevant governmental and statutory authorities.
(xxix) Not to install or use any electrical installation, machine or
apparatus that may cause or causes heavy power surge, high
frequency voltage and current, air borne noise, vibration or any
electrical or mechanical interference or disturbance whatsoever
which may prevent or prevents in any way the service or use of
any communication system or affects the operation of other
equipment, installations, machinery, apparatus or plants of other
Lessees in connection therewith, to allow the Lessor or any
authorised person to inspect at all reasonable times, such
installation, machine or apparatus in the demised premises to
determine the source of the interference or disturbance and
thereupon, to take suitable measures, at the Lessee's own
expense, to eliminate or reduce such interference or disturbance
to the Lessor's satisfaction, if it is found by the Lessor or
such authorised person that the Lessee's electrical installation,
machine or apparatus is causing or contributing to the said
interference or disturbance.
(xxx) To indemnify the Lessor against each and every claim, proceeding,
action, loss, penalty, damage, expense, cost and demand which may
arise in connection with clause (xxix) above.
(xxxi) At the Lessee's own cost to execute such works as may be
necessary to divert existing utility services such as pipes,
cables and the like (if any) to the requirements and satisfaction
of the Lessor and other relevant governmental and statutory
authorities.
(xxxii) Subject to that clause in the Special Covenants and Conditions of
this Lease which stipulates the specific use the Lessor permits
for the demised premises, the Lessee shall use and shall ensure
that at least sixty per centum (60%) of the total floor area of
the demised premises shall be used for purely industrial
activities, and may use the remaining floor area for ancillary
stores and offices, neutral areas, communal facilities and such
other uses as may be approved in writing by the Lessor and the
relevant governmental and statutory authorities PROVIDED THAT the
said ancillary offices shall not exceed twenty-five per centum
(25%) of the total floor area AND PROVIDED FURTHER THAT the
Lessee shall not use and occupy the demised premises for the
purpose of commercial office and storage unrelated to the
Lessee's approved industrial activity.
5
35
(xxxiii) If the Lessee shall at any time be found to have encroached upon
any area beyond the boundaries of the demised premises, the
Lessee shall at his own cost and expenses, but without prejudice
to any other right or remedy the Lessor may have against him,
immediately or within the time specified (if any) by the Lessor
rectify and remove the encroachment to the satisfaction of the
Lessor and pay to the Lessor such compensation as may be
specified by the Lessor. If, however, the Lessor in his absolute
discretion permits the Lessee to regularise and retain the
encroached area or any part thereof upon such terms and
conditions as may be stipulated by the Lessor and any other
relevant governmental and statutory authorities, the Lessee shall
pay land rent on the encroached area with retrospective effect
from the date of commencement of the term hereby created, and the
Lessee shall also pay all survey fees, amalgamation fees, legal
fees (including solicitor and client costs and expense), and all
other costs and charges relating thereto.
(xxxiv) If any damage of whatsoever nature or description shall at any
time occur or be caused to the demised premises or any part
thereof, to forthwith give to the Lessor written notice of the
damage and to remedy the damage to the satisfaction of the Lessor
within such time as the Lessor may specify, all at the cost of
the Lessee.
(xxxv) Not to keep or permit to be used or stored in the demised
premises or any part thereof any materials of a dangerous or
explosive nature without the prior consent in writing of the
Lessor and to keep the Lessor indemnified against all damages
claims and action caused by the use of storage of such materials
whether or not the same is done with the consent of the Lessor.
2 The Lessor hereby covenants with the Lessee that the Lessee paying the rent
hereinbefore reserved and performing and observing the covenants conditions
and agreements on the part of the Lessee hereinbefore contained shall
peaceably hold and enjoy the demised premises during the term hereby
granted without any interruption of or by the Lessor or any person lawfully
claiming through under or in trust for him.
3 PROVIDED ALWAYS and it is hereby agreed between the parties as follows:-
(a) That no estate or interest in the soil of the road and footpath
adjacent to the demised premises is or shall be deemed to be included
in the demise hereinbefore contained.
(b) That the Lessee shall not be entitled to any right of access of light
or air to the demised premises or any part thereof, which would
restrict or interfere with the user of any adjoining or neighbouring
land for building or any other purpose.
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(c) That if the said rent hereby reserved or any part thereof shall be
unpaid for fourteen days after becoming payable (whether the same
shall have been formally demanded or not) or if any of the covenants
or obligations on the part of the Lessee herein contained shall not be
performed or observed or if any charging order made in respect of the
demised premises shall be enforced by sale or by entry into possession
without the written consent of the Lessor having first been obtained
(Section 17 of the Conveyancing and Law of Property Act shall also not
apply it such event) by the Lessee or by the person in whose favour
the charging order shall have been made, then and in any such case it
shall be lawful for the Lessor or any person or persons authorised by
him in that behalf 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 hereby created shall absolutely determine but without
prejudice to any right of action or remedy of the Lessor in respect of
any breach of any of the covenants or conditions by the Lessee herein
contained PROVIDED THAT if the demised premises have been assigned by
way of mortgage the provisions of this clause shall not take effect
until the Lessor has served upon the mortgagee a notice in writing
that such breach has occurred and the mortgagee has failed to remedy
such breach.
4 In this Lease where the context so requires or permits, words importing
the singular number or the masculine gender include the plural number or the
feminine gender and words importing persons include corporation and vice versa,
the expression "the Lessor" shall include its successors-in-title and assigns,
the expression "the Lessee" shall include its successors-in-title and permitted
assigns (if any), where there are two or more persons included in the expression
"the Lessee" covenants expressed to be made by "the Lessee" shall be deemed to
be made by such persons jointly and severally, and except where otherwise
provided the expression "the demised premises" shall mean the land hereby
demised and all buildings, structures, fixtures and fittings therein.
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