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EXHIBIT 10.33
Xxxxx Xxxxxxxxxx
XXX(XX)0000/0000 Xx 1 /SY/ZMY
BUILDING AGREEMENT
Between
JURONG TOWN CORPORATION
AND
SINGAPORE TECHNOLOGIES PTE LTD
relating to:
Private Xxx X00000(x)
Xxxxxxxxx, Xxxxxxxxxx Xxxx D
Xxxxx Xx. 00 Xxxxxxxxx
Xxxx: 7,015 Square Metres
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BUILDING AGREEMENT FOR LAND
AT PRIVATE XXX X00000(x) XX XXXXXXXXX XXXXXXXXXX XXXX D
(INLAND)
THIS AGREEMENT is made the 17th, day of February 0000 XXXXXXX XXXXXX
XXXX CORPORATION a body corporate incorporated under the Jurong Town Corporation
Act and having its Head Office at Jurong Town Hall, Jurong Town Hall Road,
Singapore (hereinafter called "the Owner" which expression shall include its
successors-in-title and assigns) of the one part AND SINGAPORE TECHNOLOGIES PTE
LTD a company incorporated in Singapore and having its registered office at
00 XXXXXXX XXXX XXXXX, #00-00/00 XXX XXXXX,
XXXXXXXXX XXXXXXX XXXX, XXXXXXXXX 000000
(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 three (3) years from the 16th day of November 1995
(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 Private Lot A12787(b) forming part of
Government Survey Xxx 0000X, Xxxxx Xx. 00 Xxxxxxxxx and situated in the Republic
of Singapore as shown on the plan annexed hereto and estimated to contain an
area of 7,015 square metres more or less subject to survey (hereinafter called
"the said land") for the construction of factory buildings and other structures
therein and for the installation of equipment fixtures and fittings thereat for
the purpose of ancillary services such as car-parking lots, process water
treatment tank, electrical sub-station and pump house only in accordance with
the stipulations hereinafter contained and for no other purpose whatsoever.
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.
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(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 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 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
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factory buildings, 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 three (3) years from
the date hereof PROVIDED ALWAYS THAT in the planning,
erection, construction and completion of the said buildings,
to develop to an average gross plot ratio on Private Lots
A12787, A12787(a), A12787(b), A12787(d) and any other land
occupied by the Licensee within Woodlands Industrial Park D
together of not less than 0.6 and not more than 1.4 and in the
event that the aforesaid average gross plot ratio exceeds 1.4
the Licensee shall at his own cost and expense be responsible
for all development charges/differential premium and any other
charges that may be payable in consequence thereof 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.
(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 $200.00 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.
(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.
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(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 (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
PROVIDED FURTHER THAT NOTWITHSTANDING THE COVENANT CONTAINED
IN THIS CLAUSE 2(XIX), THE LICENSEE MAY EXERCISE THE OPTION
NOT TO REBUILD OR REINSTATE THE BUILDINGS SUBJECT TO THE
FOLLOWING CONDITIONS:-
(c) WITHOUT PREJUDICE TO CLAUSE 3(B), THE LICENSEE SHALL
GIVE THE OWNER THREE (3) MONTHS' PRIOR NOTICE IN
WRITING TO PREMATURELY TERMINATE THIS AGREEMENT; AND
(d) THE LICENSEE SHALL FORTHWITH PAY OR CAUSE TO BE PAID
TO THE OWNER (WHOM THE LICENSEE ACKNOWLEDGES TO BE
ENTITLED TO) ALL MONIES RECEIVED BY VIRTUE OF SUCH
INSURANCE.
(xx) Not to assign charge create a trust or agency let sublet or
underlet or 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 or charge his
interest under this Agreement by way of assignment or
debenture (as the case may be) to secure the repayment of such
sum or sums as the Licensee may require for the purpose only
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 final or
a temporary Certificate of Fitness for Occupation has been
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,
sub-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
all costs and expenses incurred thereby shall be recoverable
forthwith from the Licensee as a debt.
(xxiv) Subject 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 PROVIDED THAT where there has
been, is or will also be any change in the shareholders of the
Licensee or the number of shares held by each and every
shareholder of the Licensee, the prior written consent in
writing of the Owner shall be obtained which consent if
granted shall be subject to such terms and conditions as the
Owner may require.
(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) (a) To construct and complete a permanent culvert within
nine (9) months from the date hereof 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.
(b) Within one (1) month of the completion of the
permanent culvert mentioned in sub-clause (xxvi) (a)
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, subcontractors, or agents or their
respective servants to the satisfaction of the Owner
and the relevant Governmental and Statutory
authorities.
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(c) 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.
(xxvii) 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 clause (xxvi) herein without prejudice to the rights and
remedies of the Owner contained in this Agreement and the
Lease.
(xxviii) 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.
(xxix) 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.
(xxx) 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.
(xxxi) 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.
(xxxii) Not to keep or allow to be kept any livestock or other animals
on the said land or any part thereof.
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(xxxiii) 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 governmental, 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 agent for the governmental, statutory or tax
authority shall collect the tax from the Licensee together
with the licence fees 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.
(xxxiv) Subject to clause 2(xii) hereinbefore appearing, to ensure
that the maximum height of any boundary wall or fence
(including the anti-climb) erected by the Licensee shall not
exceed two (2) metres PROVIDED THAT boundary walls or fences
(if any) shall be erected behind baphia or other xxxxxx
planted on the said land.
(xxxv) Without prejudice to the generality of Clauses 2(xii) and
2(xiii) herein before 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 buffer within the boundary of the said land as shown on
the plan annexed hereto and shall comply with the requirements
of the relevant governmental and statutory authorities
including the Urban Redevelopment Authority and the Building
Control Division of the Ministry of National Development.
(xxxvi) The Licensee accepts the said land in its existing state and
condition and further accepts and confirms that the Owner has
made no representation nor given any assurance as to the
present or future suitability of the said land or its
surrounding or adjacent lands in relation to the Licensee's
use, operations or occupation at the said land.
(xxxvii) Subject always to Clause 2(viii) hereof, to develop the said
land for low rise and low density industrial development
limited to 100 persons per hectare.
(xxxviii) At the Licensee's own cost, at all times, to comply with and
observe the maximum height restriction of 61.0 metres above
Mean Sea Level and any other height restriction(s) on
buildings and structures at the said land as imposed by any
governmental or statutory authority and to ensure that any
height restriction plan(s) which may be furnished to the
Licensee shall at all times be held in strict confidence and
shall not be shown, revealed or copied to or by any person,
contractor, subcontractor, watchman, employee, agent,
representative or any other person except with the prior
written consent of the Owner.
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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.
(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 the Owner shall,
in addition, also be entitled to claim and to recover from the
Licensee as a debt, firstly liquidated damages calculated at
and in accordance with the same rates as that stipulated for
liquidated damages in clause 3(e) in the Lease set out in the
First Schedule hereto as if the respective year of the term of
the lease therein referred to the respective year of the said
period of three (3) years or any extended period in which the
Owner exercised its aforesaid right of re-entry under this
Agreement and secondly any sum which the Owner may incur in
connection with the demolition and removal of any building,
structure, fitting, fixture or thing which the Owner may
consider necessary to demolish and remove AND PROVIDED 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
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stipulations herein contained and may fix any extended period
for the completion of the said works in substitution for the
said period of three (3) 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) fulfill the investment criterion as stipulated in
Clause 4
with full and absolute discretion to the Owner to either:-
(ii) 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
determine 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
(iii) 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 THREE (3) 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 AVERAGE MINIMUM INVESTMENT FOR PRIVATE LOTS A12787, A12787(a) AND
A12787(b) SHALL HAVE BEEN THE SUM OF $1,000/- PER SQUARE METRE OF THE GROSS
FLOOR AREA OF THE BUILDING(S) ON BUILDING AND CIVIL WORKS AND THE SUM OF $500/-
PER SQUARE METRE ON PLANT AND MACHINERY WITHIN THREE (3) YEARS FROM THE 16TH DAY
OF NOVEMBER 1995 (DUE PROOF OF SUCH INVESTMENT TO BE PRODUCED TO THE
SATISFACTION OF OWNER ON OR BEFORE THE 15TH DAY OF MAY 1999) then the
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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 16TH day of FEBRUARY 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.
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 supplemental
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 THREE (3) YEARS and
any extensions thereof granted under clause 3(c) terminate this Agreement or
surrender part of the said land by giving to the Owner three (3) months prior
notice in writing, PROVIDED ALWAYS THAT such termination or surrender shall be
without prejudice to any right or remedy which may have or will accrue to the
Owner prior to the expiry of the three (3) months' notice 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
forthwith pay to the Owner as liquidated damages in accordance with and
calculated at the same rates as that stipulated for liquidated damages in clause
3(e) of the Lease set out in the First Schedule hereto PROVIDED 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 properly demolish and
remove such building, structure, fixture, fitting or thing as may be stipulated
in writing by the Owner as well as properly render the said land or part thereof
as the case may be to its original state and condition and licence fee and
property tax shall continue to be payable until the same has been completed to
the satisfaction of the Owner PROVIDED ALSO THAT THE LICENSEE SHALL, WITHOUT
PREJUDICE TO CLAUSES 2(VIII) AND 2(XXXV), ENSURE THAT THE SAID LAND AND ANY
OTHER REMAINING LAND OCCUPIED BY THE LICENSEE WITHIN WOODLANDS INDUSTRIAL PARK D
COMPLY WITH THE SETBACK REQUIREMENTS AND OTHER PLANNING REQUIREMENTS AND DO NOT
EXCEED THE AVERAGE MAXIMUM GROSS PLOT RATIO OF 1.4 AFTER THE TERMINATION OR
SURRENDER.
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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 )
)
JURONG TOWN CORPORATION )
)
By : HAN CHIAW XXXX ) /s/ HAN CHIAW XXXX
Director ) -----------------------------
Specialised Parks )
Development Group )
)
in the presence of:- )
/s/ XXXXXX XXXXXX
-----------------------------
XXXXXX XXXXXX
The Common Seal of )
)
SINGAPORE TECHNOLOGIES PTE LTD )
)
was hereunto affixed )
)
in the presence of:- )
SIGNATURE: /s/ XX XXXXX
-----------------------------
NAME IN FULL: Xx Xxxxx
DESIGNATION: Director
SIGNATURE: /s/ CHUA XX XX
-----------------------------
NAME IN FULL: Chua Xx Xx
DESIGNATION: Company Secretary
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14
I, _________________________________, an Advocate and solicitor of the
Supreme Court of Singapore hereby certify that on the day __________ of ________
19____ the Common Seal of SINGAPORE TECHNOLOGIES PTE LTD was duly affixed to the
within written instrument at Singapore in my presence in accordance with the
regulations of the said Company which regulations have been produced and shown
to me.
Witness my hand this ______________ day of __________ 19 __.
__________________________
Advocate and Solicitor
Singapore
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15
THE FIRST SCHEDULE ABOVE REFERRED TO
--------------------------------
L 1 Ver 1
--------------------------------
THE LAND TITLES ACT
-------------------------------
LEASE
-------------------------------
(FOR OFFICIAL USE ONLY)
DESCRIPTION OF LAND
-------------------
----------------------------------------------------------------------------------------------------
CT/SSCT/SCT Property Address Whole or part
MK TS Lot No. (if part lot, to state appd
new lot/strata lot)
----------------------------------
Vol Fol
----------------------------------------------------------------------------------------------------
13 Whole
(Private Lot A12787(b))
----------------------------------------------------------------------------------------------------
LESSOR
------
----------------------------------------------------------------------------------------------------
Name: JURONG TOWN CORPORATION
----------------------------------------------------------------------------------------------------
Address: a body corporate incorporated under Jurong Town Corporation Act
and having its office at Jurong Town Hall, 000 Xxxxxx Xxxx Xxxx
Xxxx, Xxxxxxxxx 000000.
----------------------------------------------------------------------------------------------------
(the registered proprietor) HEREBY LEASES the registered estate or interest in the land to:-
LESSEE:
-------
----------------------------------------------------------------------------------------------------
Co Regn no: 199004768N
----------------------------------------------------------------------------------------------------
Name: SINGAPORE TECHNOLOGIES PTE LTD
----------------------------------------------------------------------------------------------------
Address: 00 XXXXXXX XXXX XXXXX, #00-00/00, XXX XXXXX, XXXXXXXXX XXXXXXX
XXXX, XXXXXXXXX 000000.
----------------------------------------------------------------------------------------------------
FOR TERM OF LEASE
-----------------
Term of Lease: Thirty (30) years
Commencement Date: 16th day of February 1994 (hereinafter referred to as "the
-1-
16
Commencement Date")
Consideration: The average fixed investment by the Lessee on building and
civil works exceeding $1,000 per square metre of the gross
built-up area and on plant and machinery exceeding $500/- per
square metre of PRIVATE LOTS A12787, A12787(a) AND A12787(b),
(hereinafter referred to as "the fixed investment criteria")
and the average gross plot ratio of not less than 0.6.
Annual Rent: As stipulated in Clause 1(I) of the Special Covenants and
Conditions hereinafter appearing.
Easement: As provided in the Memorandum of Lease I/30809F and the First
Variation of Memorandum of Lease VML I/076384J hereinafter
referred to.
SUBJECT TO:
PRIOR ENCUMBRANCES:
------------------------------------------------------------------------------
N I L
------------------------------------------------------------------------------
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 and the First Variation of
Memorandum of Lease filed in the Registry of Titles
and numbered as ML I/30809F and VML I/076384J with
the exception of covenants 1(i) , 1(xi) and 1(xvii)
of ML I/30809F and covenants 1(x) and 1(xxv) of VML
I/076384J.
SPECIAL COVENANTS AND CONDITIONS
1 (i) To pay from the 16TH day of NOVEMBER 1995 the yearly rent of
DOLLARS ONE HUNDRED AND THIRTY-SEVEN THOUSAND SIX HUNDRED AND
THIRTY-FOUR AND CENTS THIRTY ONLY ($137,634.30CTS) to be paid
by equal quarterly installments on the 1st day of each of the
months of January, April, July and October in every year of
the said term without any deductions 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 $19.62CTS
per square metre per annum (hereinafter referred to as "the
Initial Rent") of the demised premises having an area of 7,015
square metres (hereinafter referred
-2-
17
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
was last increased on the 16TH day of FEBRUARY 1996 to the
rate of $21.39CTS per square metre per annum. The yearly rent
so increased on the 16TH day of FEBRUARY 1996 shall be
increased by 9% per annum (compounded annually) on the 16TH
day of FEBRUARY 1997 and on the 16TH day of FEBRUARY of every
year thereafter.
(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,
by-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 PROVIDED FURTHER THAT notwithstanding
the covenant contained in this Clause 1(x), the Lessee may
exercise the option not to rebuild or reinstate the buildings
subject to the following conditions:
(a) the Lessee shall give the Lessor three (3) months'
prior notice in writing to prematurely terminate the
term of lease herein created but without prejudice to
clause 3(e) and any right or remedy which may have or
will accrue to the Lessor prior to the expiry of the
three (3) months' notice under the terms and
conditions of the Lease herein; and
(b) the Lessee shall forthwith pay or cause to be paid to
the Lessor (whom the Lessee acknowledges to be
entitled to) all monies received by virtue of such
insurance.
(xi) Not to demise assign create a trust or agency mortgage charge
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 at anytime within the period of FIVE (5)
YEARS from the 16TH day of NOVEMBER 1995 (hereinafter referred
to as "the restrictive period") EXCEPT THAT and subject to the
Lessor's prior written consent, the Lessee may mortgage or
charge by way of a Debenture his interest in the demised
premises for the purposes of obtaining financing for the
Lessee's operations at the demised premises. After the
restrictive period the Lessee shall not demise assign create a
trust or agency mortgage charge 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 at
anytime without first obtaining the consent of the Lessor in
writing PROVIDED
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18
ALWAYS THAT IN THE EVENT THAT ANY CONSENT TO ASSIGN IS GIVEN,
SUCH CONSENT SHALL, WITHOUT PREJUDICE TO CLAUSES 1(XLII) AND
1(XLIII), AT ALL TIMES BE SUBJECT TO THE COMPANY [HEREINAFTER
DEFINED IN CLAUSE 1(XLII)] AND THE ASSIGNEE, WHERE APPLICABLE,
COMPLYING WITH THE SETBACK REQUIREMENTS AND ANY OTHER PLANNING
REQUIREMENTS AND NOT EXCEEDING THE AVERAGE MAXIMUM GROSS PLOT
RATIO OF 1.4 IN RESPECT OF THE DEMISED PREMISES AND ANY OTHER
REMAINING LAND OCCUPIED BY THE COMPANY WITHIN WOODLANDS
INDUSTRIAL PARK D AFTER THE ASSIGNMENT. 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 in the event of the
non-observance thereof, the Lessor shall, without prejudice to
any other right or remedy the Lessor may have, be entitled to
exercise its rights under Clause 3(c) of VML I/076384J.
(xvii) At the termination, by notice by the Lessee, or reentry by the
Lessor or 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 at his own cost and expense
properly demolish and remove such buildings, structures,
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 may (but shall not
be under any obligation to do so) execute such works and
recover the costs thereof from the Lessee as a debt.
(xxv) Subject always to Clause 1(xi) herein, to give to the Lessor
written notice of every change of name within one month from
the date of each change PROVIDED THAT where there has been, is
or will also be a change in the shareholders of the Lessee or
the number of shares held by each and every shareholder of the
Lessee, the prior written consent in writing of the Lessor
shall be obtained which consent if granted shall be subject to
such terms and conditions as the Lessor may require.
(xli) Not to use or permit or suffer the demised premises or any
part thereof to be used otherwise than for ANCILLARY SERVICES
SUCH AS CAR-PARKING LOTS, PROCESS WATER TREATMENT TANK,
ELECTRICAL SUB-STATION AND PUMP HOUSE 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 thereof 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 VML I/076384J. For the avoidance of any doubt, the
words "meet" in this clause and "met" in Clause 1(xi) herein
shall include the maintenance of the fixed investment criteria
and if it has not been maintained, then that it be met.
(xlii) (a) To ensure that the gross plot ratio shall not be less
than 0.6 but shall not exceed the existing maximum
gross plot ratio of 1.4 permitted for the
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19
demised premises except with the prior written
approval of the Lessor and the relevant governmental
and statutory authorities PROVIDED ALWAYS THAT and
without prejudice to clause 1(viii) of ML I/30809F,
the Lessee shall pay all development
charges/differential premium which may be imposed on
or charged to the Lessor by the relevant governmental
and statutory authorities, and any other charges
which may be imposed in connection with any increase
in the gross plot ratio beyond 1.4.
(b) Notwithstanding Clause 1(xlii)(a) herein, if the
Lessee is SINGAPORE TECHNOLOGIES PTE LTD (hereinafter
referred to as "the Company"), the Company shall
ensure that the average gross plot ratio for PRIVATE
LOTS A12787, A12787(a), A12787(b), A127879(d) AND ANY
OTHER LAND OCCUPIED BY THE COMPANY WITHIN WOODLANDS
INDUSTRIAL PARK D shall not be less than 0.6 but
shall not exceed the existing permitted maximum
average gross plot ratio of 1.4 except with the prior
written approval of the Lessor and the relevant
governmental and statutory authorities PROVIDED
ALWAYS THAT and without prejudice to clause 1(viii)
of ML I/30809F, the Lessee shall pay all development
charges/differential premium which may be imposed on
or charged to the Lessor by the relevant governmental
and statutory authorities, and any other charges
which may be imposed in connection with any increase
in the said average gross plot ratio beyond 1.4. For
the avoidance of doubt, Clause 1(xlii)(a) herein must
be strictly complied with in the event that the
Company ceases to be the Lessee.
(xliii) The Lessee shall not at any time hold the Lessor liable for
any claim, demand, action, proceeding, inconvenience, loss,
damages, costs or expenses of whatsoever kind or description
which the Lessee or any other person may suffer in connection
with or arising from the Easement referred to in VML I/076384J
or any works carried out in relation thereto.
(xliv) Not to place, construct or erect or permit the placing,
construction or erection of any building, structure or
equipment whatsoever on the buffers within the boundary of the
demised premises and to comply with the requirements of the
relevant governmental and statutory authorities including the
Urban Redevelopment Authority and the Building Control
Division of the Ministry of National Development.
(xlv) At all times throughout the term of lease hereby created to
keep in full operation and continue operations at the whole of
the demised premises in accordance with the use permitted in
Clause 1(xli) herein.
(xlvi) If the Registrar of Titles issues in favour of the Lessee a
Certificate of Title for the leasehold estate comprised in the
lease hereby created, the Lessee must, within one (1) month of
receipt of the said Certificate of Title submit a copy of it
to the Lessor.
(xlvii) If the term of lease hereby created shall at any time be
determined by expiry or otherwise, the Lessee must at his own
cost and expense immediately surrender or
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20
cause to be surrendered the said Certificate of Title for the
leasehold estate (and any duplicate instrument) to the
Registrar of Titles for custody and cancellation by the
Registrar and the Lessee shall simultaneously give to the
Lessor written notice of such surrender.
(xlviii) The Lessee accepts the demised premises in its existing state
and condition and further accepts and confirms that the Lessor
has made no representation nor given any assurance as to the
present or future suitability of the demised premises or its
surrounding or adjacent lands in relation to the Lessee's use,
operations or occupation at the demised premises.
(xlix) At the Lessee's own cost and at all times, to comply with and
observe the maximum height restriction of 61.0 metres above
Mean Sea Level and any other height restriction(s) on
buildings and structures at the demised premises as imposed by
any governmental or statutory authority and to ensure that any
height restriction plan(s) which may be furnished to the
Lessee shall at all times be held in strict confidence and
shall not be shown, revealed or copied to or by any person,
contractor, sub-contractor, watchman, employee, agent,
representative or any other person except with the prior
written consent of the Lessor.
(l) Subject to Clause 1(vii) of ML I/30809F, to ensure that the
maximum height of any chain-link fence (including the
anti-climb) or boundary wall erected by the Lessee at the
demised premises shall not exceed two (2) metres PROVIDED THAT
the chain-link fence or boundary wall shall be erected behind
any hedge that may be planted at the boundary of the demised
premises.
(li) Subject always to Clause 1(xlii) herein, to develop the
demised premises for low rise and low density industrial
development limited to 100 persons per hectare.
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) 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;
(ii) 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
demised premises as may be stipulated in writing by
the Lessor;
(iii) 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
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21
Lessor will be building at that time, and the Lessee
shall expeditiously do all acts and things necessary
to obtain the approval, all at the cost and expense
of the Lessee; and
(iv) 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 at the cost and expense of
the Lessee; and
(v) 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 (d) The Lessee may at any time prematurely terminate the term of
lease herein created by giving to the Lessor three (3) months'
prior notice in writing, but without prejudice to any right or
remedy which may have or will accrue to the Lessor prior to
the expiry of the three (3) months' notice under the terms and
conditions of the Lease herein created or in respect of the
termination.
(e) Subject to clause 3(f) hereinafter appearing in the event that
premature termination shall occur at any time within EIGHT (8)
YEARS from the commencement of the said term of lease herein
created or if the Lessor shall at any time within the said
eight (8) years exercise its right of re-entry under clause
3(c) of ML I/30809F then in addition to rent, interest,
property tax and other sums payable by the Lessee to the date
of premature termination or reentry as the case may be,
liquidated damages for the sum of $17.7 MILLION ("the said
sum") shall be payable and paid by the Lessee to the Lessor
and it is acknowledged and agreed by the Lessee
that the said sum shall constitute liquidated damages and
shall not be considered under any circumstances as a penalty.
(f) Notwithstanding anything contained herein, the Lessor hereby
agrees to a waiver of the liquidated damages provided in
clause 3(e) of the Special Covenants and Conditions
hereinbefore appearing in the event of any transfer or
assignment of the lease in accordance with clause 1(xi)
hereinbefore appearing PROVIDED THAT:
(i) the transfer or assignment is approved in writing by
the Lessor and all other relevant governmental and
statutory authorities and
(ii) the Lessor reserves the right to revise the land rent
to the prevailing market rate at the time of the
transfer or assignment.
-7-
22
EXECUTION OF LESSOR )
)
THE COMMON SEAL OF )
)
JURONG TOWN CORPORATION )
)
was hereunto affixed )
)
in the presence of: )
------------------------------
CHIEF EXECUTIVE OFFICER
------------------------------
SECRETARY
EXECUTION OF LESSOR )
)
)
)
THE COMMON SEAL OF )
)
)
was hereunto affixed )
)
in the presence of )
)
SIGNATURE:
-------------------------------
NAME IN FULL:
DESIGNATION:
SIGNATURE:
-------------------------------
NAME IN FULL:
DESIGNATION:
-8-
23
CERTIFICATE OF CORRECTNESS
--------------------------
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.
----------------------------------------
Signature of Authorised Officer
I,
-----------------------------------------------------------------------,
the Solicitor for the Lessee hereby certify that this instrument is
correct for the purposes of the Land Titles Act.
----------------------------------------
Signature of Solicitor
-9-
24
ML I/30809F
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.
Signature
Authorised Officer
---------------------------------
LODGED BY Filed in the REGISTRY OF TITLES
ON 26TH JUNE, 1990
Jurong Town Corporation
Xxxxxx Xxxx Xxxx
Xxxxxx Xxxx Xxxx Xxxx
Xxxxxxxxx 0000 REGISTRAR OF TITLES
---------------------------------
7373c
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25
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 all 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.
2 (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
-1-
26
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, by-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 in 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.
(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
-2-
27
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
subcontractors 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.
(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, by-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 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.
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(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.
(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,
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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, cast 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.
(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
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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.
(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 an 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 in 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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BELOW THIS LINE FOR OFFICE USE ONLY
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Special Remarks Endorsing Instruction
First Schedule:
Second Schedule:
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EXAMINED
REGISTERED ON
Date:
------------------------------------
Initials of
Signing REGISTRAR OF TITLES
officer
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------------ --------- ----------
VML 1 VER 1
------------ --------- ----------
THE LAND TITLES ACT
---------------------------------
---------------------------------
(For official use only)
FIRST VARIATION OF MEMORANDUM OF LEASE
LESSOR
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Name: JURONG TOWN CORPORATION
--------------------------------------------------------------------------------
Address: a body corporate incorporated under Jurong Town Corporation Act
and having its office at Xxxxxx Xxxx Xxxx, 000 Xxxxxx Xxxx Xxxx
Xxxx, Xxxxxxxxx 0000.
--------------------------------------------------------------------------------
AUTHORISED OFFICER OF LESSOR
--------------------------------------------------------------------------------
Name: XXXXXX XXX XXXX XXXX
--------------------------------------------------------------------------------
I,_______________________________________________________________________, the
abovementioned authorised officer of the Lessor, certificate that in any
instrument of the Lessor's in which both the Memorandum of Lease filed in the
Land Titles Registry as No: I/30809F (hereinafter referred to as "ML I/30809F")
and this Variation of Memorandum of Lease have reference:
(a) the following Easement provisions set out in SCHEDULE I herein
shall be inserted in addition to the clause incorporated in ML
I/30809F;
(b) the following sub-clause(s) as set out in SCHEDULE II shall be
in substitution of the sub-clauses incorporated in clause 1
and clause 3 contained in ML I/30809F and more particularly
set out in SCHEDULE III; and
(c) the following sub-clauses as set out in SCHEDULE IV shall be
inserted in addition to the sub-clauses in clause contained in
ML I/30809F.
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SCHEDULE I - Easement
EASEMENT: RESERVING TO THE LESSOR, and all others to whom the Lessor has granted
or may grant, as appurtenant to each and every premises adjoining and
neighbouring the demised premises which are capable of so enjoying, a
free and uninterrupted RIGHT OF PASSAGE AND RUNNING of water soil
electricity power gas telephone communication and other services from
the adjoining and neighbouring premises thereon through or by means of
sewers drains pipes channels wires cables and ducts upon over or under
the demised premises and to make connections with such sewers drains
pipes channels wires cables and ducts or any of them for the purpose of
exercising the said right of passage and of running the aforesaid
services upon over or under the demised premises herein AND all other
easements, ancillary rights and obligations as are or may be implied by
the Land Titles Act (Cap 157).
SCHEDULE II - Replacement sub-clauses
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) herein, to give to the Lessor
written notice of every change of name within one month from
the date of each change.
3 (c) That if the said rent hereby reserved or any other sums due
under this Lease, 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
writ of seizure and sale or its equivalent 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 in such event) by the
Lessee or by the person in whose favour the charging order
writ of seizure and sale or its equivalent 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
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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.
SCHEDULE III - Previous sub-clauses
1 (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.
(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.
3 (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 in 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.
SCHEDULE IV - Additional sub-clauses
1 (xxxvi) 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
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levels, topography and soil condition) which state and
condition the Lessee shall be deemed to have full knowledge.
(xxxvii) Not to keep or allow to be kept any livestock or other animals
at the demised premises or any part thereof.
(xxxviii) At the Lessee's own cost, to properly install and maintain
exit lightings and exit signs at staircases, exit passageways
and exits of the demised premises in accordance with all
requirements of the Building Control Division.
(xxxix) To forthwith install and at all times to properly maintain
sufficient emergency lighting in the production area of the
demised premises in accordance with all requirements of the
Fire Services Bureau and to lease directly with the Fire
Services Bureau in relation thereto, and in the event that any
alteration or addition to the demised premises shall thereby
be necessary, then to obtain the prior written consent of the
Lessor and the relevant governmental and statutory authorities
in accordance with Clause 1(viii) of ML I/30809F, all at the
cost of the Lessee.
(xl) Without prejudice to the generality of Clauses 1(iii) and
1(vii) of ML 1/30809F, 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.
DATE OF APPLICATION: 4TH DAY OF MAY 1995
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EXECUTION BY THE AUTHORISED OFFICER:
-------------------------------------
XXXXXX XXX XXXX XXXX
Witness:
-------------------------------------
XXXXX XX XXX XXX nee AU
LODGED BY:
--------------------------------------------------------------------------------
Name: JURONG TOWN CORPORATION
--------------------------------------------------------------------------------
Address: a body corporate incorporated under Jurong Town Corporation Act
and having its office at Xxxxxx Xxxx Xxxx, 000 Xxxxxx Xxxx Xxxx
Xxxx, Xxxxxxxxx 0000.
--------------------------------------------------------------------------------
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FOR OFFICE USE ONLY
--------------------------------------------------------------------------------
EXAMINED REGISTERED ON
Date: Initials of Registrar of Titles
Signing Officer
--------------------------------------------------------------------------------
