TENANCY AGREEMENT (OFFICE)

Transcription

1 TENANCY AGREEMENT (OFFICE) 1 This Agreement made on the day of 20 Between HOUSING & Parties DEVELOPMENT BOARD with its office at HDB Hub, 480 Lorong 6 Toa Payoh, Singapore ( the HDB ) AND M/s a body corporate incorporated in Singapore and having its registered office at Block _ Singapore (Acra no.: ) (hereinafter called the Tenant ). Grant of Tenancy 2. The HDB agrees to grant and the Tenant agrees to accept a tenancy of the premises at (herein after called the premises ) upon the terms of this Agreement for a term of year(s) commencing on the day of day of paying therefore during the said term without any deduction the rental of $ and service and conservancy charges of $ per month, excluding Goods and Services Tax, SUBJECT TO: (a) The right of the Tenant and others authorised by the Tenant with the consensus of the HDB and all others authorised by the HDB or entitled thereto at all times during the tenancy hereby created and for all purposes connected with the use of the Premises but not for any other purposes. (i) to use the entrances, landings and corridors leading to the Premises; to use the lifts and escalators (if any) provided for the building in which the Premises are comprised ( Building ); And (b) The right of the HDB and all others entitled thereto the free and uninterrupted use of all pipes, electrical, telephone and other wires, drains and sewers in through or under the Premises. *2.1 The HDB allows the Tenant _ Two (2) months rent-free-fitting up period commencing from day of to day of ( the fitting-up period ), Provided Always that the HDB its authorised officers and/or agents reserves the right to demand payment of rent for the fitting-up period in the event that (a) The Tenant terminates or gives more notice to terminate this Agreement within twelve (12) months of the commencement of the tenancy; or (b) The HDB its authorised officers and/or agents terminates this Agreement upon the breach of any of the terms in this Agreement by the Tenant after notice of breach has been given to the Tenant and the Tenant has failed to rectify the breach within the time frame stated in the notice; or *Delete if inapplicable. 3 The Tenant hereby covenants with the HDB as follows:- Tenant s Covenants 3.1 (a) To pay the said rent service and conservancy charges monthly in advance on the 1 st day of the Payment of: month. (b) To accept and pay the revised service and conservancy charges as may from time to time be varied by the HDB by written notice to the Tenant. (c) To pay and indemnify the HDB against the Goods and Services Tax chargeable in respect of any payment made by the Tenant under the terms of or in connection with this Agreement or in respect of any payment made by the HDB its authorised officers and/or agents where the Tenant hereby agrees in this Agreement to reimburse the HDB for such payment. (d) If the Tenant fails or neglects to pay the rent service and conservancy charges or any other charges due at the time of the termination of the tenancy, to pay interest at the rate of 8% per annum on the outstanding debt. Subject to a minimum sum of $50.00, without prejudice to any right of action or remedy that the HDB may have against the Tenant for any antecedent breach of covenant by the Tenant. (e) To pay on the execution of this Agreement a Rental Deposit of $ and such further sums at the HDB may from time to time require, Revised Service and Conservancy Charges; Goods and Services Tax; Interest on Exarrears; Rental Deposit; Penalties; All Outgoings (i) As security for the performance and compliance by the Tenant of all the covenants and conditions on the part of the Tenant to be performed or complied; If the Tenant shall fail to perform and/or comply with any of the said covenants and conditions, then such part of whole of the Rental Deposit may be forfeited by the HDB and applied thereto to settle all claims by the HDB for arrears of rent, interests, penalties, service and conservancy charges, costs of repairs and/or replacement of damaged or destroyed fixtures or fittings, costs of redecoration of the Premises howsoever occasioned (fair wear and tear excepted), costs of cleaning the premises upon the Tenant vacating the same, legal costs and any claim for any breach or non-compliance by the Tenant of the covenants herein contained 1

2 and on the part of the Tenant to be performed or complied with. The amount and nature of the said replacement of fittings, repairs redecoration and cleaning and all claims of the HDB are to be decided upon by the HDB in its absolute discretion and the Tenant shall not dispute such sums. In the event that the deposits are insufficient to meet the HDB s claim, the difference shall constitute a debt owed by the Tenant to the HDB and be recovered forthwith; and (iii) (iv) Where the sum of the deposit is reduced by such forfeiture, the Tenant shall on demand promptly pay the difference to the HDB. If the Tenant shall duly perform and observe all the said covenants and conditions herein, the HDB shall upon the expiration or termination of the Tenancy, refund the Rental and Reinstatement Deposits or such balance thereof without interest to the Tenant after the Tenant shall have delivered vacant possession of the Premises to the its authorised officers and/or agents. (f) Pay to the HDB such penalties for late payment of all rent service and conservancy charges or any other charges as may be prescribed by the HDB pursuant to Section 27 of the Housing and Development Act (Cap 129). The imposition of such penalty or penalties shall be without prejudice to any other right or action or remedy available to the HDB under the terms of this Agreement and/or by law for any antecedent breach of covenant by the Tenant. (g) To pay all charges for the supply of water sanitation or electric light or power and all other utilities charges use and maintenance of meters serving the Premises determined by the Power Supply Pte Ltd or such other providers, competent body or authority to be payable from time to time. (h) To pay all rates, taxes, charges, assessments, outgoings and impositions whatsoever which now are or which at any time hereinafter shall or may be charged assessed or imposed upon the Premises or any part thereof, which, for the avoidance of any doubt, includes any increase in property tax, which may be imposed whether by way of an increase in the annual value or an increase in the rate per centum, in the proportion attributable to the Premises as determined by the HDB in its absolute discretion. 3.2 (a) To use and occupy the Premises for only and for no other Use of Premises purposes and to obtain any licence permission or approval required by the competent authorities for such use at the Tenant s own cost. Pending such approval or if approval be refused, the Tenant shall not be entitled to a refund of any payments in whatsoever form made to the HDB. (b) Prior to the commencement of business, to obtain all the necessary written approvals from the relevant authorities including Public Utilities Board, Energy Market Authority, Singapore Power Ltd, the Singapore Civil Defence Force, Fire Safety & Shelter Bureau, National Environment Agency, Pollution Control Department and others at his own cost and expense. In this connection the HDB shall not entertain any request for refund of rental or any other payments for period or any other period business cannot be carried on pending approval or when the relevant authorities refuse approval. (c) To observe any regulation which the HDB may wish to impose from time to time relating to the days in each week and the hours in each day during which the Premises may be opened for operation. (d) Where applicable, to conduct under the style of a and not to convert it to any other mode of business without first obtaining the written consent of the HDB its authorised officers and/or agents, which consent may be granted on such terms and conditions as the HDB may in its discretion deem fit to impose. 3.3 (a) To notify the HDB its authorised officers and/or agents immediately in writing of any Obligation to Notify change in the address, principal place of conducting business or registered office as the case may be of the Tenant. the HDB of Change of Address Change (b) To notify the HDB its authorised officers and/or agents immediately in writing of any of Shareholding substantial change in the shareholding or interest of the Tenant/Partners. For the purposes of this sub-clause the transfer of legal or beneficial ownership of more than fifteen percent (15%) of the shares in a company whether to one or more parties shall be deemed to be a substantial change in the shareholding of that company. Damage to Premises or Fittings/Fixtures (c) To supply as and when required by the HDB CERTIFIED TRUE COPY/COPIES of all documents which in the opinion of the HDB is necessary to verify the constitution of the firm or if any of the term in this Agreement has been breached by the Tenant. (d) To notify the HDB its authorised officers and/or agents of any damage to the Premises or of any damage to or defects in the water pipes electrical wiring, air-conditioning or any other fittings and fixtures or other facilities provided by the HDB. 3.4 (a) not to remove any structure alteration addition made to the Premises without the prior Reinstatement of consent in writing of the HDB its authorised officers and/or agents. And to restore the Premises in all respects to the Premises condition it was in immediately prior to the erection of such unauthorised structure, additions or alterations, to the satisfaction of the HDB. 2

3 (b) To provide as and when required by the HDB a sum(s) known as a Reinstatement Deposit, the Reinstatement amount(s) of which is to be determined at the sole discretion of the HDB. This deposit may be used by the Deposit HDB at its discretion to reinstate the Premises to the condition as it was in immediately prior to the erection of such unauthorised additions or alterations. The HDB may also use the Reinstatement Deposit to settle all claims by the HDB for arrears of rent, interest, penalties, service and conservancy charges (whether owed to the HDB or otherwise), the redecoration of the Premises however Occasioned (fair wear and tear excepted), costs of cleaning the premises upon the Tenant vacating the same plus an additional 10% (or such other percentage as the HDB may in its discretion decide) of the total costs as administrative costs and for all other claims or costs including legal costs as may be due or owning to the HDB. The balance, if any, shall be refunded to the Tenant without interest only upon the expiry of the tenancy. PROVIDED ALWAYS THAT if the reinstatement cost shall exceed the Reinstatement Deposit, the difference thereof shall be a debt due from the Tenant to the HDB and payable forthwith on demand. 3.5 (a) At the Tenant s own costs and expense, to provide at the commencement of the tenancy Refuse Disposal sufficient refuse receptacle/s in conformity with the Environmental Public Health Act (Chapter 95) and all regulations enacted there under as well as all other laws and regulations in force from time to time and to maintain or renew such receptacle/s when requested orally or in writing by the HDB or its authorised officers and/or agents. (b) To pay to the collecting agency, the costs and charges imposed for the collection of the refuse PROVIDED ALWAYS THAT the HDB its authorised officers and/or agents may be giving one (1) month s written notice to the Tenant take over the collection of such trade waste, food or rubbish whatsoever. And the Tenant shall pay to the HDB such collection fees as it may impose. (c) To ensure to the satisfaction of the HDB its authorised officers and/or agents and all relevant authorities the complete safe and efficient disposal of all refuse trade rubbish unauthorised or obnoxious goods or articles waste matter of whatever nature and description including all kinds of pollutants found at or generated at the Premises to a place approved by the HDB or to a dumping ground approved by the relevant authorities at the Tenant s own cost and expense PROVIDED THAT in the event of any default by the Tenant under this covenant, the HDB its authorised officers and/or agents may carry out such measures and works as it deems necessary and all costs and expenses plus an additional 10% (or such other percentage as the HDB may in its discretion decide) of the total costs as administrative costs incurred thereby shall forthwith be recoverable from the Tenant as a debt owing to the HDB recoverable forthwith without demand and may be deducted from any monies and/or deposits of the Tenant with the HDB. 3.6 (a) At all times during this tenancy to keep and maintain the Premises and all the fixtures and Maintenance of fittings, drains, pipes therein (including where applicable, the grease/oil interceptor serving the Premises and the service Premises pipes leading to the grease/oil trap irrespective of whether these are located within or outside the Premises) in clean proper good and tenantable repair and condition and when notified upon to do so in writing by the HDB its authorised officers and/or agents, to repair renovate and repaint the interior of the Premises or any fixtures or fittings therein to the specification and satisfaction of the HDB its authorised officers and/or agents. (b) In the event of breach of this covenant, the HDB its authorised officers and/or agents shall carry out such repairs, renovation or repainting and recover the costs and expenses incurred plus an additional sum of 10% (or such other percentage as the HDB may in its discretion decide) of the total costs as administrative cost forthwith as a debt from the Tenant without demand and the debt owed may be deducted from any monies and/or deposits of the Tenant with the HDB. (c) Observe and conform to all regulations restrictions and instructions made by the HDB its authorised officers and/or agents for the proper maintenance and management of the Premises as are notified orally or in writing by the HDB its authorised officers and/or agents to the Tenant from time to time. (d) To report to the HDB its authorised officers and/or agents the lack of repair of the internal and external structural walls of the Premises. 3.7 Thoroughly fumigate and disinfect the Premises at the Tenant s own expense to the satisfaction of Fumigation of the HDB its authorised officers and/or agents and any relevant authority if any person in or about the Premises is infected Premises by a contagious disease and to inform the HDB forthwith of the same. 3.8 (a) To park the Tenant s vehicle(s) and ensure that vehicles belonging to or under the control Parking and of the Tenant, its servants or agents, are parked at designated car park lots within the Building compound and not in any other place. Movement of Vehicles (b) To observe all regulations made by the HDB its authorised officers and/or agents and other relevant authorities relating to the parking of vehicles within the Building compound and to pay such car-park charges as may be imposed by the HDB its authorised officers and/or agents. (c) To ensure that the Tenant s employees servants agents or visitors do not obstruct those areas of the Building designated as loading/unloading areas and at all times to comply with the directions of the HDB its authorised officers and/or agents having control of such areas and the delivery of goods generally. (d) To repair to the HDB s satisfaction any damage to any part of HDB s property caused by any vehicle used in the movement of goods chattels or persons to or from the Premises. 3

4 3.9 (a) To affix or erect or extend, at his own costs and expenses, a signboard of such dimension Signboards, or type as may be prescribed or approved by the HDB indicating the name of the Tenant only at the place designated by the HDB within one (1) month from the date of the commencement of the tenancy. Placards, Advertisement (b) Subject to 3.9(a), not to exhibit paint or affix on the Premises or the exterior thereof or on any window, panel, door or shutter any flag, staff, signboard, sky sign, advertisement, poster, notice, shade, sunscreen, awning, placard, curtain, device, furnishing, or object whatsoever without the prior written consent of the HDB and the Building Control Authority or the competent authority to comply at all times with the HDB s written or oral directions or instructions currently in force Heavy Machinery relating to the use of any machinery equipment apparatus vehicle within or outside the Premises or the Building of which the Premises is part (a) Adopt and implement every reasonable precaution against fire and comply with all the Installation of recommendations of the HDB (if any) as to fire precaution on the Premises. Fire Alarm (b) To keep the fire exits and fire escape ladders free and unobstructed. (c) To keep and protect the fire detection and fire fighting installations provided by the HDB within the Premises against possible damage or unauthorized interference and to indemnify the HDB against all costs claims and damages arising directly or indirectly from all damage thereto. (d) To ensure that the fire hose(s) installed inside the Premises conform to the regulations of the Singapore Civil Defence Force and is/are to be used for the fire fighting purposes only. The security seals affixed to the water valve spindle(s) can only be broken to turn on the water supply to the fire hose(s) when there is a fire within the Premises. If the security seals are found tampered with or anyone found using water from the fire hose(s) for purposes other than fire fighting, the Tenant shall be held liable to the following payments without any further warning: - (i) Payment for water consumption from the meter for the particular month chargeable by SP Services Ltd to the HDB. (iii) Payment for the replacement of the security seals to the water valve spindle(s). Administrative charge of $200/- per occasion. (e) Except with the prior written consent of the HDB, not to remove or re-locate or permit the fire-fighting equipment to be removed or re-located. (f) To carry out at its own cost and expense such modification on any existing fire alarm installations wirings heat detectors and fixtures on the Premises as shall be necessary to meet the Tenant s operational needs, including the installation of additional wirings, fixtures, fittings and other fire-fighting equipment and connections of the heat detectors and fixtures to the HDB s common fire alarm system PROVIDED THAT the Tenant shall: (i) (iii) (iv) (v) First submit 2 copies of the fire alarm drawings of the Premises, indicating the existing fixtures, the proposed modifications and the layout of the Tenant s machinery for the approval of the HDB prior to commencement of the modification works; After the HDB s approval has been obtained, at its own cost and expense ensure that any existing fire alarm installation, wirings, heat detectors, fixtures and fittings and other firefighting equipment and any additional wirings and fixtures installed by the Tenant in the Premises are serviced monthly and in good condition at all times; Subject to the HDB s prior written consent, replace wirings, heat detectors and fixtures with a quality and an operational characteristic similar to the item to be replaced. The Tenant shall be required to replace any or all items of dissimilar quality and operational characteristic found in use; At its own cost and expense employ HDB s appointed, approved and licensed contractors in for any of the installation, maintenance replacement and modification works; Not make any addition, alteration, and modification to the sprinklers system to the Premises or to carry out work without the prior written consent of the HDB and the relevant Government Department prior to HDB obtaining the Certification of Statutory Completion (CSC) To use piped gas provided by a supplier authorised by the HDB. Use of Piped Gas 3.13 (a) To yield up the Premises together with all keys thereto and such of the HDB s fixtures and Yielding Up of fittings therein (other than the Tenant s fixtures) at the expiry or sooner determination of the tenancy in good and Premises tenantable repair (fair wear and tear excepted) and in a clean and tidy condition and in the state and condition when it was first delivered to the Tenant, to the satisfaction of the HDB. 4

5 (b) Where the Tenant has failed or neglected to yield up the Premises in the state required under this Agreement and the HDB deems fit to execute any work and/or repairs so as to restore the Premises to its original state and condition (fair wear and tear excepted), the expenses and the costs of such materials and labour used in the carrying out of such works and/or repairs including an administrative fee equivalent to 10% (or such other percentage as the HDB may in its discretion decide) of the costs of such materials and labour shall be borne by the Tenant and recoverable from him forthwith as a debt and the said sum may be deducted from any deposits or monies (if any) of the Tenant with the HDB. Any shortfall thereof shall be a debt due to the HDB and payable forthwith without demand. (c) Agrees and acknowledges that a certification by the HDB s Officer of the costs and expenses incurred for such works and/or repairs shall be final and conclusive and shall not be disputed by the Tenant. (d) PROVIDED ALWAYS that until the Premises have been reinstated in accordance with Clause 3.13 The HDB shall not be deemed to have accepted the surrender of the Premises notwithstanding that the Tenant has delivered the keys of the Premises to it, and the Tenant shall continue to be liable to pay the rental and service and conservancy charges or double rent and damages suffered by HDB as the case may be, until the date the Premises are reinstated to the state and condition as the same was delivered to the Tenant at the commencement of the Agreement (a) The HDB reserves the right to prescribe the weight and proper position of all heavy Loading of Floors equipment articles or goods whatsoever and all damage caused to the Building of which the Premises forms part or any part thereto by the Tenant or anyone on its behalf howsoever caused and whether or not there be negligence involved shall be repaired or rectified by the Tenant. In the event that the HDB repairs any of the damage, the Tenant shall pay to the HDB within seven (7) days of the HDB notifying the Tenant of the amount thereof, failing which the HDB may recover the cost of repairs as a debt from the Tenant or deduct the said amount from any monies and/or deposits of the Tenant with the HDB. (b) Not to load, overload or permit to load or overload any part of the Premises or the Goods Lifts in the Building with any object or article whatsoever with any weight in excess of the maximum load prescribed for the development in which the Premises and\or Building is\are comprised and as shown in Table 2 of Annex A, and shall when required by the HDB, re-distribute any load on any part of the floor of the Premises in accordance with the directions and requirements of the HDB and in the interpretation and application of this sub-clause the decision of the HDB shall be final and binding on the Tenant (a) Not to install move or bring or allow any heavy machinery equipment freight furniture or Installation & bulky matter of any kind (save typewriters and such other office equipment as are required for the Tenant s usage) to be installed moved or brought into and out of the Premises without the prior written consent of the HDB and the relevant competent authorities and in the event that any such installation or movement (whether with or without the HDB s consent) Movement of Machinery, Heavy and Bulky Matter shall cause injury to any person or damage to any property, the Tenant shall indemnify and keep the HDB indemnified from and against all claims in respect thereof and all sums paid by the HDB in connection with all claims arising from such injury or damage including all costs incurred in repairing any damage caused to the Premises or its appurtenances. (b) Shall obtain written permission from the HDB before any alterations and/or additions or installations of any machine of any kind to the premises are carried out. Such alterations and/or additions or installation must comply with the Building By-Laws and the HDB s rules and regulations. Should any structural alterations and/or additions to the premises or installation of any machinery of any kind that exceed the floor loading capacity be made without first obtaining the prior approval of the HDB in writing, the Tenant has to pay $5,000/- or such other sums as determined by the HDB as a deposit to make good the defects resulting from unauthorised alterations of the structure. (c) Shall at his own cost carry out additions and alterations and install the necessary machinery prescribed by the licensing authorities including all necessary safety measures in compliance with the requirements of the Singapore Civil Defence Force, Fire Safety & Shelter Bureau, National Environment Agency, Pollution Control Department, the Singapore Power Ltd or such other competent body or authority, the HDB and all other relevant competent authorities (a) To permit the HDB and/or its authorised officers and/or agents with or without workmen HDB s Right of and others and with or without tools or appliances to enter upon the Premises at any reasonable time for the purpose of Access to inspection or execution of repairs/improvements or supervision of repairs/improvements whether structural or nonstructural and howsoever occasioned to the Premises whether adjoining vertically or horizontally which the HDB may in its Premises absolute discretion deem necessary. The Tenant shall carry out any work or repairs necessary to be done as notified by the HDB and at the Tenant s cost. If the Tenant shall not within ten (10) days after the service of such notice proceed diligently and in workmanlike manner with the execution of such work or repairs, then, to permit the HDB to enter upon the Premises and execute such work or repairs. The costs of such repairs shall be a debt due from the Tenant to the HDB and be forthwith recoverable as a debt without demand and may be deducted from any monies and/or deposits the Tenant has with the HDB. (b) Shall not object to, obstruct or impede any repairs/improvement works, including fire safety and compartmentation works, which the HDB may its absolute discretion decide to carry out to the Premises. The Tenant shall not be entitled to nor make any claim for any loss or damage whatsoever arising from carrying out of such improvement works. (c) To allow the HDB it s authorised officers and/or agents with or without notice previously given to enter upon the Premises to verify the observance and performance of all the terms and conditions in this Agreement. 5

6 3.17 (a) To fully indemnify the HDB from and against all damages losses legal costs (on a solicitor Indemnity and client basis) expenses actions demands proceedings claims and liabilities whatsoever in respect of any damage or deterioration caused to the Premises or any part thereof, any adjacent or neighbouring premises or any part of the HDB s property and other property and/or injury to any person due to or arising directly or indirectly from any act omission default or negligence of the Tenant or the Tenant s servants agents employees licensees or invitees or any person who is authorized expressly or impliedly by the Tenant to enter upon the Premises or any part thereof. (b) To fully indemnify the HDB from and against all damages losses legal cost (on a solicitor and client basis) expenses actions demands proceedings claims and liabilities whatsoever in respect of any breach or nonobservance by the Tenant of the covenants conditions or other provisions of this Agreement or any matters relating to the tenancy To comply forthwith at the Tenant s own expense with the provisions of any Act Ordinance By- Compliance With Laws Rules Regulations and any obligations imposed by law upon either the HDB or the Tenant in regard to the use, occupation and maintenance of the Premises and to indemnify the HDB from all actions proceedings legal costs (on a Statutes / Regulations solicitor and client basis) expenses claims and demands which may be brought made or incurred against or by the HDB in consequence of such non-compliance as aforesaid (a) At all times during the tenancy in the joint names and for the respective interests of HDB Fire and Public and the Tenant, insure and keep insured the Premises under Liability Insurances (i) A Fire Insurance Policy and A Public Liability Insurance Policy against third party liability with the limit of indemnity of not less than S$1 million, on terms acceptable to the HDB. (b) Not to cancel either or both the Fire and the Public Liability Policies without the prior written consent of the HDB and (c) To produce to the HDB authorised officers and/or agents on demand the policy of insurance required to be effected under clause 3.19(a) and the receipt of each payment or premium. 4 The Tenant further covenants with and undertakes to the HDB that it shall NOT: - Subletting Assignment 4.1 Except with the prior written consent of the HDB Amalgamation and Transfer to Shares (a) Transfer assign lease charge let licence sub-let or part with legal or physical possession of the Premises or any part thereof in whatsoever manner; (b) Effect any form of reconstruction howsoever brought about including any form of amalgamation or merger with or take-over by another company firm body or party; party; (c) *Sell transfer assign exchange or allot any shares to any other company corporation firm or (d) Enter into any agreement whether oral or written with any person corporation firm or company where the effect of the said agreement will be a de facto subletting assignment licensing or parting with legal or physical possession of the Premises or any part thereof to the person corporation firm or company. *Not applicable for Limited Liability Partnership. 4.2 (a) Carry out or permit to be carried out any partitioning renovations alterations additions or Alterations, structural changes or improvements or other works (the works ) whatsoever to on or within the Premises without having first obtained the written consent of the HDB and the consent of all relevant competent authorities. Such approved works Additions and Changes whatsoever to on or within the Premises shall be carried out by contractors approved by the HDB and in accordance with the conditions thereof and removed when so required by the HDB at the cost and expense of the Tenant. (b) Subdivide the Premises internally other than by the use of the sub-partitioning system approved by the HDB in writing. (c) Without the prior consent in writing of the HDB, Singapore Power Ltd or any competent authority to add to, extend, re-wire or in any way interfere with (other than for the purpose of complying with its obligations hereunder for the repair of the same) the electric wires cables switches junctions or points or the pipes taps or other apparatus installed in connection with the supply or use of electricity water or gas or the telephone installation therein. 4.3 (a) Use the Premises for industries, which generate liquid wastes requiring pre-treatment Pollutive Industries before discharge. and Trade Waste (b) Utilise the Premises before obtaining clearance for the proposed use of the Premises from the Ministry of the Environment and all other relevant competent authorities. 6

7 (c) Occupy the Premises before submitting details of the manufacturing processes and trade effluent discharge to the Sewerage Department for consideration and approval. (d) Use the Premises for electroplating and pollutive industries. (e) Dispose used engine oil into the grease interceptor or sewerage system. All used engine oil shall be collected and stored in drums to be disposed by the tenants disposal contractors licensed by the relevant authorities. (f) In any manner whatsoever construct build erect fabricate install or make on the Premises any chimneys or any other form of ducts flues or holes to discharge smoke gas fumes or any other substance which are prohibited by the National Environment Agency, Pollution Control Department or any other relevant authorities. (g) Allow to be carried out on the Premises any manufacturing process which gives off obnoxious fumes/odours. (h) Install or caused to be installed within the Premises must not generate noise vibration smoke gas fumes or any other substance which may result in nuisance. 4.4 (a) Use the Premises or any part thereof for the storage of food except such as is in the Food Storage opinion of the HDB reasonably required for personal consumption or as is allowed by the HDB. (b) Keep or permit to be kept on the Premises any livestock or animals whatsoever. 4.5 (a) Keep or permit to be kept on the Premises any matter of a dangerous combustible or Dangerous/ explosive nature or the keeping of which may contravene any statute order regulation or by-law. Offensive Substances (b) Store or permit to be stored on or upon the Premises or in the Building any matter of a noxious offensive nature. 4.6 (a) Shall not lock or cause or permit to be locked any entrance and/or exit of the common Obstruction passageway or install or erect or cause or permit to be installed or erected any form of structure at any entrance or exit of the common passageway of the Building which will in any manner impede the right of way of any person. (b) Cause or permit any obstruction in the common stairways landings passageways and other common parts of the Building of which the Premises form part and to share the responsibility of cleaning such common parts with the Tenants of adjacent premises as instructed whether orally or in writing by the HDB its authorised officers and/or agents. (c) Cause or permit any obstruction in or on public or private roads adjacent to or leading to the said Premises or the Building of which the Premises forms part. (d) Permit any of its vehicles to be an obstruction on any of the roads in the neighborhood of the Building and to use its best endeavors to ensure that all persons or companies doing business with the Tenant shall observe any regulations or instructions made or given by the HDB with regard to obstruction and the parking of vehicles in the Premises or Building compound. 4.7 (a) Load or unload any goods or materials from any vehicles except when parked in the Loading and loading bays and not to cause congestion in these or adjoining loading bays or inconvenience to other users. Unloading (b) The use of forklifts is strictly prohibited in or around the Building except at the car park of the building. The Tenant shall not use any Diesel-Operated forklifts upon any part of the Premises. 4.8 (a) Use or permit the Premises or any part thereof to be used for any unlawful or immoral Unauthorized Use purpose or for any purpose which may give rise to nuisance annoyance damage or inconvenience to the HDB and/or to the occupier(s) of any neighbouring premises and/or to the member(s) of the public. (b) Permit any person or persons to sleep or reside in the Premises or any part thereof whether temporarily or otherwise. 4.9 (a) Place or affix or permit to be placed or affixed any article or object within or outside any Placing of Objects/ part of the Premises in a manner which in the opinion of the HDB, may pose or create a hazard to or endanger the safety occupiers of the neighbouring premises or the neighbourhood or the public in general or cause damage to property. Television Antenna (b) Install or allow any person or persons to install any television antenna on the roof to or at the balcony or any part of the Premises or Building without obtaining the prior written consent of the HDB. In cases where the HDB provides a communal television antenna system, HDB will not give consent to install any television antenna. 7

8 4.10 Use the Premises for the manufacture storage or sale of intoxicating liquors without the prior Intoxicating written consent of the HDB. Liquors 4.11 Place or take into the passenger lifts any parcels object or other goods save only light articles Use of Passenger such as briefcases attaché cases and handbags. Lifts 4.12 Install or permit to be installed any air-conditioning, mechanical ventilation or any machinery, Installation of apparatus, fixtures or fittings or extend, supplement, replace or modify the same or any existing air-conditioning, Air-conditioning mechanical ventilation, machinery, apparatus, fixtures or fittings in or about the Premises without the prior written consent of the HDB and all other relevant authorities PROVIDED THAT: (a) Prior to the commencement of all such works as shall be permitted, the Tenant shall submit to the HDB and all other relevant authorities for their approval, appropriate layout and detailed plans, including design calculations if any, and if so required, separate detailed building envelope plans and calculations on Overall Thermal Transfer (OTTV) of the Premises; and (b) At its own cost and expense, engage professional and competent persons approved by the HDB to prepare such plans and calculations and carry out the approved works Do or permit to be done on the Premises anything whereby any insurance effected by the HDB on Insurance the Premises or any of the adjoining or adjacent premises or part thereof may be rendered void or void able or whereby the rate or premium payable thereon may be increased. The Tenant shall reimburse the HDB for any sums paid by way of increased premium and for all expenses incurred by the HDB in or for the renewal of such policy or policies that is rendered necessary by a breach or non-observance of this covenant and all payments shall be added to the rent hereinbefore reserved and recoverable as rent Permit any sale by auction to be held on the Premises. Prohibition of Sale by Auction 5 (a) Subject to sub-clause (d), the HDB may, not less than three (3) months before the expiration of Renewal the current term, and provided that the Tenant has not breached any covenants, post an offer to the Tenant on its website to renew the tenancy of the Premises ( Offer ) on the same covenants and conditions as are herein contained or such variations thereof except for this covenant of renewal and for a term and at the market rent prevailing at the time of renewal, as specified in its Offer. (b) If the Tenant shall not accept the HDB s Offer in the manner prescribed or fails to make any payments or submit the documents required within the time stated in its Offer, the Tenant shall at the expiration of the current term yield up and surrender vacant possession of the Premises to the HDB in accordance with the Tenant s covenants herein contained. (c) PROVIDED ALWAYS that the HDB may at its sole and unfettered discretion without assigning any reason therefore refuse to grant any extension of further term of tenancy. (d) Notwithstanding anything contained in the preceding sub-clause (a), the parties agree that if Tenant shall be in breach of any of the covenants of this Agreement, the HDB shall have the absolute discretion on or before the expiration of the current term, withdraw or cancel its Offer of a further term or rescind the agreement for the further term without being liable to the Tenant for any costs and expenses which the Tenant may have incurred or for any loss or damages which it may suffer as a result of the rescission. The HDB shall thereafter be free of all obligations to grant to the Tenant any further term without prejudice to any rights claims or remedies that may have accrued to the HDB in respect of any such aforesaid breach or non-observance. 6 Without prejudice to any course of action that may be available to the HDB, if the Tenant shall breach any Breach of of its covenants, under Clauses 4.2, 4.9 or 4.12, the HDB or its authorized officers and/or agents with or without workmen Covenants and others and with or without tools or appliances, shall be at liberty to enter upon the Premises or any part thereof for the purposes of demolishing or removing any unauthorised works or installations made or erected in breach of the abovementioned covenants and restoring the Premises to its former state and the expenses and costs incurred thereby plus an additional minimum of 10% (or such other percentage as the HDB may in its discretion decide) of the total costs incurred as administrative costs shall be a debt due from the Tenant to the HDB and shall be recoverable forthwith without demand and may be deducted from any monies and/or deposits of the Tenant with the HDB. 7 PROVIDED ALWAYS and it is hereby agreed that notwithstanding anything herein contained, the HDB Exclusion of shall not be liable to the Tenant nor shall the Tenant have any claim of whatsoever nature against the HDB for or in respect Liabilities of any loss of or damage to property (including economic loss) suffered or sustained by the Tenant or its officers, agents, employees, licensees, invitees or other persons arising from: 7.1 (a) Any interruption of supplies such as water light gas, power or electricity or telecommunications or other services whatsoever to the Premises or Building in which the Premises is comprised, by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof by fire water act of God or any other cause or causes including any neglect or omission on the part of the HDB, its officers or agents or by reason of mechanical or other defect or breakdown or other inclement conditions or shortage of fuel, materials, water or labour; or 8

9 (b) The leakage howsoever caused by the piping and/or wiring of the Premises or of the Building in which the Premises is comprised; or (c) Any electrical mechanical defect or malfunction or any other cause; or (d) Any act omission or negligence of any servant employee or agent of the HDB whether or not in or about the performance or purported performance of any duty or within the scope of employment or authority of the servant employee or agent. 7.2 The HDB shall also not be liable to the Tenant, the Tenant s servants employees agents licensees visitors or others who may be permitted to enter or use the Premises or any part thereof for any accident happening or any injury sustained or for any loss of or damage to property goods or chattels in the Premises or any part thereof whether arising out of any act default or negligence of the HDB or that of any servant employee or agent of the HDB or otherwise. 8 No consent or waiver expressed or implied by the HDB to or of any breach of any covenant or condition of No Waiver this Agreement by the Tenant shall be construed as a consent or waiver to or of any other breach of the same or any other covenant or condition and shall not prejudice in any way the rights powers and remedies of the HDB herein contained. Any acceptance of rent and/or service and conservancy charges hereby reserved by the HDB shall not be deemed to operate as a waiver by the HDB of any right to proceed against the Tenant in respect of a breach by the Tenant or any of these obligations hereunder. 9 Whenever the consent or the approval of the HDB is required under this Agreement, such consent or Consent approval if granted, shall be subject to such terms and conditions (including all fees as deemed necessary) as the HDB in its entire and unfettered discretion deem fit to impose. 10 Any notices to be given under this Agreement shall be in writing. Any notice, including notice to quit, writs Service of Notice of summons and other legal processes, to the Tenant shall be deemed to be sufficiently served, notwithstanding that the HDB has notice that the Tenant is not on the Premises for whatsoever reason, if addressed to the Tenant and delivered to and Writs of Summons the Tenant at the Premises or posted upon some conspicuous part of the Premises or sent by registered post to the Premises whether the same is received or not or is returned undelivered. 11 (a) Either party may be three (3) months notice in writing expiring upon the last day of any month Termination without furnishing any reason whatsoever, terminate the tenancy and immediately upon the expiration of such notice as aforesaid, the tenancy shall cease and determine but without prejudice to the rights and remedies of either party against the other in respect of any antecedent claims or breach of covenant/s. (b) The HDB may terminate this Agreement by giving one (1) month s notice in writing to the Tenant upon the occurrence of any one of the following events: - (i) (iii) The Tenant is in arrears of one (1) month s rent; The Tenant shall breach any of the terms herein; The Tenant shall be adjudicated a bankrupt or if a company, a winding up order has been against it. (c) The Tenant shall forthwith deliver vacant possession of the Premises to the HDB on landlord on the expiry or termination of the tenancy. 12 PROVIDED ALWAYS THAT if the rent, service and conservancy charges hereby reserved or any part Right of Re-entry thereof shall at any time be in arrears or unpaid for fourteen (14) days after the same shall have become due (whether formally demanded or not) or if the Tenant shall at any time fail or neglect to perform and observe any of the covenants and conditions herein contained on their respective part to be performed and observed or if the Tenant shall commit an act of bankruptcy or if the Tenant being a company shall be wound up whether voluntarily or compulsorily otherwise than for the purpose of amalgamation or reconstruction or if the Tenant for the time being shall enter into any arrangement or composition for the benefit of the Tenant s creditors or shall suffer any distress or execution to be levied on the Tenant s goods, then and in any such event, the HDB its authorized officers and/or agents may at any time thereafter re-enter upon the Premises or any part thereof in the name of the whole and thenceforth hold and enjoy the same as if this tenancy had not been granted but without prejudice to any right of action or remedy of the HDB for any antecedent breach of covenant by the Tenant. 13 (a) In the event that the Premises or any part thereof is damaged by fire as to render the Premises Suspension of unfit for use and occupation for the purpose stated herein (except where such fire has been caused by the default or Rent negligence of the Tenant or the Tenant s employees or agents), then, the rent hereby reserved or a fair proportion thereof (according to the nature and the extent of the damage sustained) and all rights, obligations, duties and responsibilities of the HDB and the Tenant under this Agreement shall be suspended until the Premises shall again be rendered fit for use and occupation on the certification of the HDB s architects, such certification to be final and conclusive between the parties hereto. 9

10 (b) PROVIDED THAT in case the Premises shall be destroyed or damaged by fire so as to be unfit for use and occupation and necessitating rebuilding for a period exceeding six months, this Agreement may at the option of the HDB or Tenant be determined by either party giving to the other thirty (30) days written notice and this Agreement shall be terminated upon the expiry thereof unless the Premises are rendered fit for use or occupation before the expiry of the notice. In such event, it is agreed between the parties that any insurance monies payable in respect of such damage or destruction shall be wholly the property of the HDB and that the Tenant shall have no claim upon such insurance monies. 14 Upon the expiry or premature termination of the Agreement whether by notice or by the HDB exercising its Goods Found on right of re-entry: the Premises on Termination (a) HDB shall have the absolute discretion to dispose in any manner it deems fit, any goods, furniture, fittings, or things found on the Premises whether or not such any goods, furniture, fittings, or things belong to the Tenant; and (b) (c) HDB shall not be liable to the Tenant for any damages, loss or costs as a consequence thereof; and The Tenant hereby agrees and acknowledges that the Tenant shall indemnify and keep the HDB indemnified against all claims by any party in respect of any, losses, damages or liability arising from or in consequence of such disposal. 15 In the event that the premises are recovered by HDB pursuant to any relocation programmers, the Eligibility for Ex- Tenant's eligibility for any relocation benefits and/or ex-gratia payment whatsoever shall be subject to HDB's prevailing gratia Benefits conditions; Provided that such relocation benefits and/or ex-gratia payments shall automatically be withdrawn without notice to the Tenant if Tenant shall cease to be eligible or if the shareholding of the original Tenant or partner or shareholder is less than 51% or a non-singapore citizen partner or shareholder has been included in the Tenant's constitution. 16 (a) The HDB and its authorized officers/employees and/or agents shall have the right at any time to Power to Make make rules (including the right to add amend cancel or suspend any rule), which in the opinion of the HDB may be required for the management safety care or cleanliness of the Building of which the Premises forms part, or for the maintenance of Add, Amend, Cancel Rules good order therein or for the convenience of the other tenants in the Building. (b) All such rules and regulations shall bind the Tenant upon and from the date of which notice in writing thereof is given to the Tenant by the HDB, in respect of the Building. 17 The HDB is entitled to assign all its rights and interest and transfer its obligations under the Tenancy (including transfer of the Security Deposit) to another person ( In-coming Landlord ). If the HDB does so, the Tenant is deemed to have consented to such assignment or novation and shall accept the In-coming Landlord as the new landlord and release the HDB from all its obligations/liabilities under the Tenancy, including its obligation to refund the Security Deposit and all other sums pursuant to the Tenancy. If required by the HDB, the Tenant must execute any such document relating to the assignment or novation with the HDB and the In-coming Landlord. Landlord s Rights to Novation/ Assignment of Agreement 18 (a) All expenses, legal or otherwise, in connection with the preparation, execution and stamping of Legal and Other this Agreement in duplicate shall be borne by the Tenant and payable forthwith on demand. Costs (b) The Tenant shall pay all costs charges and expenses (including costs as between solicitor and client costs) incurred by the HDB for the purpose of or incidental to the enforcement by the HDB of any rights and remedies of the HDB under this Agreement. 19 (a) Words importing the singular number include the plural number and vice versa and words Interpretations importing the masculine gender include the feminine and neuter gender and words importing persons include also corporations. (b) Where the Tenant consists of two or more persons, all covenants and conditions herein contained Joint and Several shall be deemed to have been made and be binding on such persons jointly and severally. Liability (c) The headings and marginal notes appearing in this Agreement are inserted only as a matter of Marginal Notes convenience and in no way defines limits construes or describes the scope or intent of the sections or clauses of this agreement nor in any way affect this Agreement. 20 Any person who is not a party to this Agreement shall acquire no rights whatsoever under this Agreement Right of Third by virtue of the Contracts (Rights of Third Parties) Act. Parties IN WITNESS WHEREOF the parties have hereunto set their hands the day and the year first above written. Execution 10