COMMUNITY CLUB TENANCY AGREEMENT. The Landlord, whose particulars are set out in paragraph 1 of Schedule 1 (the Landlord ); and

Transcription

1 COMMUNITY CLUB TENANCY AGREEMENT THIS AGREEMENT is made the day of Between: (A) (B) The Landlord, whose particulars are set out in paragraph 1 of Schedule 1 (the Landlord ); and The Tenant, whose particulars are set out in paragraph 2 of Schedule 1 (the Tenant ). 1. INTERPRETATION 1.1 In this Agreement unless the contrary intention appears:- (c) (d) Act means the People s Association Act (Cap 227) and all subsidiary legislation and regulations made thereunder; Business Hours means the operating hours specified in paragraph 7 of Schedule 1; Community Club means the building specified in paragraph 3 of Schedule 1 in which the Premises are located and includes each and every part of the Building and the car parks, service, loading and any other areas the use and enjoyment of which is appurtenant to the Building; Common Area shall mean those parts, areas, premises and facilities of and in the Community Club which are not demised or intended to be demised by the Landlord to the Tenant or to any other Tenant and which are now or hereafter provided by the Landlord for the common use by the Landlord and the various tenants of premises in the Community Club and their respective customers, employees, invitees and licensees in common with the Landlord and all other persons having the like right to use the same (including but without limiting the generality of the foregoing all roads, walls, car parks, walkways, pavements, passages, entrances, halls, toilets, stairways, elevators and gardens and such other area amenities grounds and conveniences from Landlord s signature Tenant s signature 1

2 time to time provided prescribed or made available by the Landlord for the common or general use or benefit of Tenants customer employees invitees and licensees as aforesaid and all other persons having the like right; (e) (f) (g) (h) (i) (j) (k) (l) (m) Fitting Out Period means the time period set out in paragraph 8 of Schedule 1; Floor Area means the area of the floor of the Premises measured to include half the thickness of the walls/partitions/glass (as the case may be) which form the external boundary of the Premises and all the area occupied by all pillars, columns, mullions, internal partitions and projections within the Premises and has the area specified in paragraph 3 of Schedule 1; Gross Turnover has the meaning set out in Schedule 2 herein. Landlord includes its successors, assigns and all persons entitled to the reversion immediately expectant upon the determination of this Agreement; Letter of Offer means the letter of offer issued by the Landlord to the Tenant as specified in paragraph 11 of Schedule 1; Payment Date has the meaning set out in Clause 3 herein; permitted occupier means any person on the Premises expressly or by implication with the Tenant s authority; Permitted Use means the use of the Premises described in paragraph 9 of Schedule 1; Possession Date means the date specified in paragraph 8 of Schedule 1; (n) Premises means the premises described in paragraph 3 of Schedule 1 excluding the exterior faces of external walls, the exterior faces of boundary walls and the roof; (o) Renewal Term means the renewal term set out in paragraph 10 of Schedule 1; Landlord s signature Tenant s signature 2

3 (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) Rent means the rent payable by the Tenant to the Landlord in accordance with paragraph 5 of Schedule 1; Security Deposit means the sum specified in paragraph 6 of Schedule 1 and deposited by the Tenant with the Landlord pursuant to Clause 4 herein; Service and Conservancy Charges means the monthly sum payable by the Tenant to the Landlord in accordance with paragraph 5 of Schedule 1;; Taxes means any goods and services tax, imposition, duty and levy or such other taxes as they may be called from time to time, which may be imposed before, on or after the Tenancy Commencement Date by the relevant authority; Tenancy Commencement Date means the date of commencement of the Term and specified in paragraph 4 of Schedule 1; Tenancy Expiry Date means the date of expiry of the Term and specified in paragraph 4(c) of Schedule 1; Tenant includes, if the Tenant is an individual, his personal representatives and permitted assigns, or if the Tenant is a company, its successors-in-title and permitted assigns; Term means the term granted by this Agreement and specified in paragraph 4 of Schedule 1; Termination Notice has the meaning set out in Clause 18 herein; Utilities means electricity, water, sewerage, gas and telecommunications; and (z) Utilities Deposit means the sum specified in paragraph 6 of Schedule 1 and deposited by the Tenant with the Landlord pursuant to Clause 6 herein. 1.2 The headings are for convenience only and not for the purpose of interpretation. 1.3 Including and similar words do not imply any limitation. 1.4 Words importing the singular include the plural and vice versa. 2. TENANCY OF PREMISES In consideration of the Rent and the Tenant s covenants hereinafter reserved and contained and subject to the terms and conditions of this Agreement, the Landlord hereby lets and the Tenant hereby takes all the Premises for the Term together with Landlord s signature Tenant s signature 3

4 the following rights (but only so far as is necessary and as the Landlord can lawfully grant the same) for the Tenant and others duly authorised by the Tenant, in common with the Landlord and others duly authorised by the Landlord and all other persons entitled thereto: to pass and re-pass to and from the Premises for all purposes connected with the use and enjoyment of the Premises over and along all the usual entrances, landings, lifts, lobbies and corridors leading thereto; and to use such toilet facilities in the Community Club as may be designated by the Landlord from time to time; and EXCEPTING AND RESERVING unto the Landlord and all other entitled thereto the free and uninterrupted use of all pipes, electric and other wires, drains and airconditioning situated passing through under or above the Premises TO HOLD unto the Tenant for the Term, commencing on the Tenancy Commencement Date and expiring on the Tenancy Expiry Date, YIELDING AND PAYING the Rent according to the terms of this Agreement. 3. RENT & SERVICE AND CONSERVANCY CHARGES 3.1 The Tenant shall pay to the Landlord the monthly Rent and Service and Conservancy Charges in advance on the first day of each month (each a "Payment Date"). 3.2 Upon the signing of this Agreement and subject to Clause 5, the Tenant shall pay without demand to the Landlord the pro-rated Rent and Service and Conservancy Charges together with the Taxes calculated thereon from the Tenancy Commencement Date up to and including the day immediately preceding the next Payment Date, and thereafter the Rent and Service and Conservancy Charges shall be paid on each succeeding Payment Date in advance and without demand. If the Payment Date falls on a public holiday, then the Rent and Service and Conservancy Charges shall be paid on the next business day. 3.3 The Tenant shall pay Rent and Service and Conservancy Charges to the Landlord by Inter-Bank Giro ( GIRO ) to the Landlord s Current Account, Account Name: Account No. opened with (name of Bank) (Bank and Branch Code: ) or to any other place and in any other manner specified by the Landlord from time to time. 3.4 It is hereby agreed that the Rent and all other sums payable by the Tenant under this Agreement shall be exclusive of any applicable Taxes. The Tenant shall pay all such Taxes or reimburse the Landlord for the payment of such Taxes, as the case may be, in such manner and within such period as to comply or enable the Landlord to comply with any applicable orders or directives of the Authorities and the relevant laws and regulations. The Taxes shall be recoverable as if they are rent where they are charged on Rent, payment treated as additional rent and all other moneys payable by the Tenant to the Landlord. Landlord s signature Tenant s signature 4

5 3.5 For the purpose of the Distress Act (Chapter 84), the Rent and all other monies payable under this Agreement and the interest payable on late payments shall be deemed to be rent recoverable in the manner provided in the Distress Act and the Rent and all monies payable in this Agreement shall be deemed to be in arrears if not paid in advance at the times and in the manner provided for payment in this Agreement. All costs and expenses (including legal fees on a full indemnity basis) of and incidental to any distraint shall be payable by the Tenant and in so far as those not recovered under the distraint shall be recoverable as a debt. 4. SECURITY DEPOSIT 4.1 Upon the signing of this Agreement, the Tenant shall furnish the Security Deposit in cash to the Landlord, which sum is equivalent to three (3) months Rent. Subject to the Landlord s consent, the Tenant may furnish the Security Deposit by way of a banker s guarantee in a form and issued by a bank agreed by the Landlord. 4.2 The Security Deposit shall be held by the Landlord as security for the due performance and observance by the Tenant of all the covenants and provisions contained in this Agreement provided that upon the expiration or earlier determination of this Agreement, if the Tenant shall have duly performed and observed the stipulations and agreements contained in this Agreement, the Landlord shall refund the Security Deposit to the Tenant without interest within one (1) month from the expiration or earlier determination of the Term provided the Tenant shall have duly delivered to the Landlord vacant possession of the Premises in good, clean and tenantable condition (fair wear and tear excepted), failing which the Landlord shall be entitled to use the Security Deposit or any part thereof to offset any payments owing by the Tenant without prejudice to the right of the Landlord to recover all moneys which may become due or payable by the Tenant under this Agreement. The Tenant shall not be entitled to off-set any Rent due under this Agreement against all or any part of the Security Deposit. 4.3 The Landlord shall also be entitled to use the Security Deposit at any time during the Term for payment of any sums as may be due and payable to the Landlord in respect of all loss or damage suffered by the Landlord by reason of the Tenant s breach of any of the terms and conditions in this Agreement without prejudice to the right of the Landlord to recover all moneys which may become due or payable by the Tenant under this Agreement. 4.4 The Security Deposit shall throughout the Term be maintained at the sum equivalent to three (3) months of the prevailing Rent and the Tenant shall on the written request of the Landlord immediately top-up the Security Deposit in respect of any shortfall (whether due to an increase in the Rent or due to any other deduction from the Security Deposit made by the Landlord pursuant to the terms of this Agreement). Landlord s signature Tenant s signature 5

6 5. FITTING-OUT DEPOSIT AND FITTING PERIOD 5.1 The Tenant shall before commencing the fitting-out works for the Premises according to the Landlord s rules, regulations and guidelines relating to the fitting-out works for the Premises, pay to the Landlord an amount equivalent to the Fitting-Out Deposit, such Fitting-Out Deposit to be determined in the following manner: $2, where the area of the Premises is less than 200 square metres; and $5, where the area of the Premises is equal to or more than 200 square metres. 5.2 The Fitting-Out Deposit shall be held by the Landlord as security for the due performance and observance by the Tenant of the following obligations: (c) to make good to the Landlord s satisfaction all damage to the Premises and the Community Club resulting from the execution of the fitting out works; to remove all waste materials and debris immediately upon completion of the fitting out works. The Landlord may at its sole option, without being obliged to do so, arrange for the removal of the same off-site by its contractor and the costs incurred as a result thereof shall be borne by the Tenant; and to submit to the Landlord certified true copies of the approved plans or as-built plans for the fitting out of the Premises. 5.3 The Fitting Out Deposit shall be refunded to the Tenant free of interest within one (1) month from the satisfactory completion of the Tenant s fitting out works. The Landlord shall be entitled to forfeit, appropriate or apply the Fitting Out Deposit or any part thereof to compensate the Landlord for all and any costs, losses or damages, howsoever caused by the Tenant, its employees, agents and contractors or which the Landlord may incur as a result of or in connection with and relating to such fitting out works. 5.4 The Landlord shall give possession of the Premises to the Tenant on the Possession Date. The Tenant shall carry out the fitting-out works at the Premises during the Fitting Out Period. Rent and Service and Conservancy Charges shall not be payable by the Tenant during the Fitting Out Period. Rent and Service and Conservancy Charges shall only be payable by the Tenant after the expiry of the Fitting Out Period regardless of whether the Tenant commences business at the Premises before the expiry of the Fitting Out Period. Notwithstanding that Rent and Service and Conservancy Charges is not payable by the Tenant during the Fitting Out Period, all Utility payments utilised by the Tenant in the Premises during the Fitting Out Period shall be paid by the Tenant. 5.5 Subject to the Tenant paying the Fitting-Out Deposit and the Tenant obtaining the prior written approval of the Landlord and all other approvals from the relevant authorities for the fitting out works, the Tenant may carry out fitting-out works on the Landlord s signature Tenant s signature 6

7 Premises at the Tenant s own costs and expense according to the Landlord s rules, regulations and guidelines for the fitting-out works. 5.6 Any delay in completing the fitting out works shall not be a ground to delay the commencement of the Term or the payment of Rent and other moneys payable under this Agreement, or relieve the Tenant in any way from the performance and observance of any of the obligations, covenants, conditions and provisions on the Tenant s part to be performed and observed. 6. UTILITY PAYMENTS 6.1 If the Premises is metered for the Utilities, the Tenant must pay all Utilities charges (including any Taxes thereon) in respect of the Utilities supplied to the Premises, to SP Services Ltd or such other relevant body or authority supplying the Utilities to the Premises. 6.2 If the Premises is not separately metered for the Utilities: (c) The Tenant must pay to the Landlord the Utilities Deposit and a proportionate part of the Utilities charges (including any Taxes thereon) which are determined by the Landlord to be attributable to the Premises. The Utilities charges (including any Taxes thereon) payable by the Tenant will be calculated by the Landlord and notified to the Tenant by a statement from the Landlord in writing. The statement is final and binding on the Tenant as to the amount stated. The Tenant shall, at its own costs, immediately install a separate meter directly from SP Services Ltd or such other relevant body or authority supplying the Utilities as the Landlord may determine. The Tenant shall also pay for all hire charges for any equipment or appliances supplied to the Tenant by SP Services Ltd or other relevant body or authority as the Landlord may determine, directly to SP Services Ltd or such other relevant body or authority (as the case may be). In the event that the Tenant shall fail neglect or refuse to install a separate meter in the Premises from SP Services Ltd or such other relevant body or authority as the Landlord may determine within one (1) month from the Tenancy Commencement Date, the Landlord may, at its sole discretion and without prejudice to its other rights under this Agreement, terminate the supply of Utilities and any other services supplied to the Premises. 7. PERMITTED USE AND BUSINESS HOURS 7.1 The Tenant shall use and occupy the Premises solely for the Permitted Use and for no other purpose whatsoever. If required by the Landlord, the Tenant shall also submit to the Landlord a merchandising plan, a price list of the products sold at the Premises, Landlord s signature Tenant s signature 7

8 gross turnover for the Premises showing the amount of sales conducted at the Premises every month including delivery orders and such other information as the Landlord may from time to time require. 7.2 The Tenant shall not use the Premises for the Permitted Use until the Tenant has obtained at its own expense and they are in force and valid, all licences, provisions, approvals and consents which may be required in law for such use. The Landlord makes no representation or warranty that the Premises can be used for the purpose intended by the Tenant. 7.3 The Tenant shall ensure that the business at the Premises shall be open during the Business Hours. Any changes to the Business Hours will be subjected to the approval of the Landlord and such other conditions as the Landlord shall deem fit, including requiring the Tenant to obtain additional insurance coverage in respect of the increased business hours outside of the Community Club s operation hours. 7.4 Where central air-conditioning is supplied to the Premises, central air-conditioning shall be available from a.m. to p.m. daily (including public holidays). Additional air-conditioning supply shall be provided on request of the Tenant to be made at least fourteen (14) days in advance at such rates and on such terms as the Landlord may determine. 7.5 Where the Premises has its own air-conditioning units installed, the Tenant shall pay for all Utilities consumed for air-conditioning in the Premises. 7.6 The Tenant shall be deemed to have abandoned the Premises and terminated this Agreement unilaterally if the Tenant without the prior written consent of the Landlord fails to open the Premises for business for a continuous period of three (3) working days, in which event the Landlord will be entitled to exercise all of its rights and remedies against the Tenant for breach of this Clause. 8. TENANT S COVENANTS The Tenant hereby covenants with the Landlord as follows: To keep, use and maintain the Premises, including all fixtures and fittings therein in good and tenantable repair and condition (except for fair wear and tear) and immediately make good, to the satisfaction of the Landlord, any damage caused to the Premises (including the Landlord s fixtures and fittings therein) or any other part of the Community Club by the Tenant, its employees, agents, independent contractors or any permitted occupier; To keep the Premises and its surroundings clean and free of refuse at all times and all refuse and waste shall be thrown into suitably designed receptacles and moved to such place and area each day as may be determined by the Landlord at the Tenant s costs. The Tenant shall be responsible for the safe and efficient daily disposal of all waste generated, inclusive of the weekly or bi-weekly Landlord s signature Tenant s signature 8

9 maintenance and/or the clearing of the existing trap as may be required by the relevant Authorities on the Premises at its own cost; (c) (d) (e) (f) (g) (h) (i) (j) Not to make any alterations or additions to or affecting the structure, interior and/or exterior of the Premises or carry out works involving the hacking of the floors or the structural columns and beams of the Premises (including the Landlord s installations in the Premises) without the prior approval of the Landlord and the relevant authorities. The approved alterations and additions must be carried out by the Tenant at its own cost and expense and contractors approved by the Landlord; To permit the Landlord and its agent, workmen and others employed by the Landlord at all reasonable times during normal business hours and after giving the Tenant prior notice (but at any time in any case which the Landlord considers an emergency) to enter the Premises to inspect, maintain, clean and/or repair the Premises; Where the Premises has its own air-conditioning units installed, to be responsible and to pay for the servicing and maintenance of the airconditioners in the Premises at least four times (4X) a year and to provide evidence of such servicing and maintenance to the Landlord when requested by the Landlord. Where central air-conditioning is supplied to the Premises, the Tenant shall reimburse the Landlord on demand together with the prevailing goods and services tax and all costs and charges pertaining to the servicing and maintenance of the central air-conditioning units during the Term as may be attributed and informed by the Landlord to the Premises; To observe and comply at all times with the provisions of all statutes, rules, regulations, order, notices and all laws for the time being in force and the requirements of any competent authority relating to the occupation and use by the Tenant of the Premises or anything done in or upon the Premises by the Tenant and to forthwith deliver such orders and/or notices or a copy thereof to the Landlord upon the Tenant s receipt of the same; The Tenant shall observe such rules and regulations as the Landlord may from time to time make in respect of the Community Club and of which the Landlord shall notify the Tenant from time to time governing the Tenant s use of the Premises; Not to do or suffer to be done or omit to do any act, matter or thing in the Premises and in respect of business or trade carried out or conducted therein which shall contravene the provisions of any Act, Ordinance, bye-laws, rules and regulations now or hereafter affecting the same; Not to keep or allow to be kept any animals on the Premises; Not to store or cook food on the Premises unless otherwise agreed by the Landlord; Landlord s signature Tenant s signature 9

10 (k) (l) (m) (n) (o) (p) (q) (r) (s) (t) (u) Not to use the Premises for any noxious, noisy, offensive trade or business, immoral or unlawful activities or do anything on the Premises which may become or cause a nuisance, annoyance, disturbance, inconvenience or damage to the Landlord or its other tenants of the Community Club or occupiers of adjoining or adjacent premises; Not to conduct any sales by auction at the Premises and not to do anything or carry on any business which is, in the Landlord s sole opinion, undesirable for the reputation of the Community Club; Not to solicit business, display or distribute advertising materials in the car parks or other common areas of the Community Club except with the Landlord s prior written consent; Not to bring onto the Premises any heavy machinery or other plant, equipment or goods with an imposed load in excess of kn per square metre or such other weight as may be imposed by the Landlord; Not to overload the lifts, electrical installations or any of the Utilities, airconditioning, sewage and other pipes in, through, under or over the Premises and/or the Community Club; Not to allow any person to sleep in the Premises nor use the Premises for residential purposes; Not to transfer, mortgage, sublet, licence, subcontract, assign, encumber, part with possession or in any way dispose of this tenancy or the Premises or any part thereof without obtaining the Landlord s prior consent in writing; Not to obstruct, litter or make untidy the Premises or other parts of the Community Club and in particular not to obstruct any of the passages or entrances to the Community Club in any way whatsoever and to ensure that the fire escape route and the Fire Fighting Access (FFA) Panel is not obstructed at any time; Not to sell or cause to be consumed alcoholic beverages or cigarettes or any form of tobacco in the Premises or Community Club; Not to store or bring onto the Premises or any part of the Community Club any goods and/or merchandise or other articles of a specially combustible, inflammable or dangerous nature and not to do or permit or suffer to be done anything by reason whereof the present or any future policy of insurance in respect of the Premises may be rendered void or voidable or whereby the rate of premium thereon may be increased and to pay to the Landlord all sums paid by way of the increase of premium as a result of a breach of this Clause; To carry out loading and/or unloading of goods at the designated areas only; Landlord s signature Tenant s signature 10

11 (v) (w) (x) (y) (z) (aa) (bb) To replace or repair any of the fixtures and fittings in the Premises which shall be damaged or broken at the Tenant s cost and expense. The Tenant shall further keep the interior of the Premises including the flooring and interior plaster or other surface material or rendering on the walls and ceilings and the Landlord s fixtures therein including doors, windows, wires, installation and fittings in good and tenantable repair and condition (fair wear and tear excepted) and shall replace or repair any part of the interior finishes of the walls, ceilings and floors, and the fixtures and fittings therein which shall be damaged or broken (fair wear and tear excepted) and to give immediate notice to the Landlord of any damage, accident or defects in the water pipes, air-conditioning ducts, telephone conduits, electrical wiring or fixtures or other facilities and fittings whatsoever provided by the Landlord; To ensure that all publicity materials in relation to the Tenant s business are published under the name of the Tenant s business and that such publicity materials do not specify or imply in any way that the Landlord is a partner and/or supporter of the Tenant s business; Not to affix, paint or otherwise exhibit or permit to be affixed, painted or otherwise exhibited to or upon any part of the Premises any signs, announcements, placards, posters, advertisements, nameplate, flag or any other things whatsoever or on the exterior of the Premises or on the windows or doors thereof or about any part of the Community Club without the written consent of the Landlord; To obtain the prior approval of the Landlord for the design and size of the external signage and other commercial signboards and to pay such amounts as the Landlord may determine for the display of such external signage and other commercial signboards on any part of the Community Club; Within six (6) months before the expiration or earlier determination of the Term, to permit all persons authorised by the Landlord or its agents to affix notices onto the Premises and to view without interruption the Premises during normal business hours and by prior appointment in connection with any such re-letting; Not to bring onto or permit to be brought onto, or to employ or to permit or otherwise to enter onto the Premises or any part thereof any person in contravention of the Immigration Act (Cap. 133) or any statutory modification or re-enactment thereof for the time being in force and shall immediately inform the Landlord in writing of any change in the employees immigration and/or employment status;; To ensure that all workers deployed to the Premises hold valid work passes issued by the relevant authorities in Singapore; Landlord s signature Tenant s signature 11

12 (cc) (dd) (ee) (ff) (gg) (hh) To ensure that all programmes and services run and/or provided by the Tenant at the Premises do not contain any ethnic, religious and/or political elements or discriminate against any person on the basis of race, language or religion. A letter by the Landlord to the Tenant stating that any programme and/or service run and/or provided by the Tenant contains ethnic, religious and/or political elements or discriminates against any person on the basis of race, language or religion shall be taken as conclusive evidence of breach of this Clause and the Tenant shall immediately terminate such programmes and/or services; To undertake full responsibility for the employment, supervision and good conduct of such persons as are employed by it on the Premises in connection with or for the purpose of the Tenant s business and to ensure that efficient and courteous service is provided at the Premises; To ensure that all persons employed by the Tenant are free from any infectious diseases and be of good health and character and to take all steps or measures or action which is deemed appropriate or necessary by the Landlord and/or government authorities to comply with any direction, order or other requirement under or in connection with the Infectious Diseases Act (Chapter 137), under any other law or any guideline, rule or requirement of the relevant authorities from time to time for the purpose of taking any protective measure, treatment, prevention or other dealings in relation to an infectious disease; To ensure that the accounts and finances of the Tenant s business are kept upto-date and in order and to provide the Landlord with copies of such accounts and audited accounts as soon as possible when requested by the Landlord; To provide the Landlord with the duly signed certificate setting out the Tenant s monthly Gross Turnover as more particularly described in Schedule 2; and To give such discounts and privileges to persons or corporations who hold the PAssion Card in respect of the services/products offered by the Tenant in the Premises of such amounts and on such terms and conditions as may be agreed between the Tenant and the Landlord; 9. INSURANCES 9.1A The Tenant must take out and maintain during the Term: a comprehensive public liability insurance policy against claims for personal injury, death or property damage or loss, in respect of the Premises, for an amount not less than S$1,000, (or such other amount specified by the Landlord at any time) in respect of any one occurrence; an insurance policy in respect of the Premises and all internal partitions, Landlord s signature Tenant s signature 12

13 furniture, audio visual equipment and all goods belonging to or held in trust by the Tenant in the Premises against loss or damage whether by fire, water and such other risks and for such amounts as the Landlord deems necessary at any time to meet all claims; (c) (d) an insurance policy in respect of the furniture, plate and tempered glass, fixtures and fittings in or of the Premises and all parts thereof which the Tenant is obliged to keep in repair under the provisions of this Agreement; and comprehensive Workmen s compensation Insurance Coverage in respect of its employees. 9.1B The Tenant must take out and maintain during the Fitting Out Period (commencing on the Possession Date); a comprehensive public liability insurance policy against claims for personal injury, death or property damage or loss, in respect of the Premises, for an amount not less than S$500, (or such other amount specified by the Landlord at any time) in respect of any one occurrence; an insurance policy in respect of the Premises and all internal partitions, furniture, audio visual equipment and all goods belonging to or held in trust by the Tenant in the Premises against loss or damage whether by fire, water and such other risks and for an amount not less than S$500, (or such other amount specified by the Landlord at any time) in respect of any one occurrence); and (c) comprehensive Workmen s compensation Insurance Coverage in respect of its employees. 9.2 The public liability insurance policies must be taken out and maintained at the Tenant s cost and expense in the joint names of the Landlord and the Tenant with a reputable insurance company in Singapore and approved by the Landlord. The policy must include: (c) a provision for waiver of subrogation against the Landlord; a provision that the liability of the insurer to pay under such policy must not be affected by the act, default, omission or negligence of any party to such policy; and the legal liability of the Tenant for loss or damage to the Premises (including all fixtures and fittings in it), by the deletion from the policy of the relevant exclusion relating to the property in the care, custody or control of the Tenant or any employee of the Tenant. 9.3 The Tenant must give the Landlord satisfactory documentary evidence of the insurance policies and the receipt for the premium paid in respect of the policies at any time immediately on demand. Landlord s signature Tenant s signature 13

14 9.4 Nothing herein shall render the Landlord liable for the correctness or adequacy of all of the above insurance policies or for ensuring that they comply with all relevant legislation pertaining to insurance. 9.5 If the Tenant fails refuses or neglects to take up all or any of the aforesaid insurance policies, the Landlord shall have the option to, but shall not be obliged to, take out such insurance policies on behalf of the Tenant and pay for the insurance premium for the policies. The premium so paid by the Landlord shall be a debt due and owing from the Tenant to the Landlord who may at its absolute discretion deduct such premium paid from the Security Deposit and/or claim the amount as unpaid rent payable by the Tenant to the Landlord. 10. INTERRUPTION OF SERVICES Notwithstanding anything herein contained, the Landlord shall not be liable to the Tenant or others nor shall the Tenant have any claim against the Landlord in respect of: (c) (d) any interruption in any of the services provided by the Landlord or the relevant authority by reason of necessary repair or maintenance of any installations or apparatus or damage thereto or destruction thereof by fire, water, riot, act of God or other cause beyond the Landlord's control or by reason of mechanical or other defect or breakdown or other inclement conditions or unavoidable shortage of manpower, fuel, materials, electricity or water or labour dispute; any interruption in any of the services provided by the Landlord or the relevant authority in the event the Landlord decides to retrofit, upgrade, repair and/or perform cyclical maintenance programme at the Community Club before the expiration of Term; any act, omission, default, misconduct or negligence of any porter attendant or other servant or employee of the Landlord or the relevant authority in or about the performance or purported performance of any duty relating to the provision of the said services or any of them; or any damage, injury or loss arising out of the leakage of the piping wiring and sprinkler system in the Premises and/or out of any defect in the structure of the Premises. 11. LANDLORD S COVENANTS The Landlord covenants with the Tenant as follows: Landlord s signature Tenant s signature 14

15 That the Tenant paying the Rent and all other sums payable under this Agreement and performing the Tenant s covenants reserved by and contained in this Agreement may lawfully and peaceably hold and enjoy the Premises throughout the Term without any interruption by the Landlord or by any person lawfully claiming through, under or in trust for the Landlord. To pay the property tax levied or charged upon or attributable by the Landlord to the Premises. In the event that any additional property tax is payable in respect of or attributable to the Premises on account of the relevant government authority assessing an annual value for the Premises (whether on first assessment by the relevant government authority or as increased from time to time whether retrospective or otherwise) which is in excess of the annual value calculated by reference to the annual Rent, such additional property tax shall be borne and paid by the Tenant to the Landlord on demand. The Landlord's determination of such additional property tax shall be final and conclusive. 12. LANDLORD NOT LIABLE 12.1 Notwithstanding anything contained in this Agreement and to the extent permitted by law, the Landlord shall not be liable to the Tenant and the Tenant shall not claim against the Landlord for any death, injury, loss or damage (including indirect and consequential damage) which the Tenant may suffer in respect of any of the following (whether caused by negligence or other causes): (c) (d) (e) (f) any interruption in any of the services covenanted to be provided by the Landlord due to necessary repair, maintenance, damage or destruction of any installations or equipment or mechanical, electrical, electronic, microprocessor, software or other defect, malfunction or breakdown or any circumstances beyond the Landlord s control; or any defect, breakdown, damage or destruction to the Premises, Community Club, installation, systems or apparatus or any part thereof; or any act, omission or negligence of any employee, agent or independent contractor of the Landlord; or any act, omission or negligence of any contractor nominated or approved by the Landlord under this Agreement, and such contractor appointed by the Tenant will not be treated as an employee or agent of the Landlord; or any leakage or defect in the piping, wiring and sprinkler system or defect in the structure of the Community Club; or death, injury, loss or damage caused by other persons in the Community Club; or Landlord s signature Tenant s signature 15

16 (g) (h) (i) for any loss or damage to the personal belongings, goods, furniture and equipment kept in the Premises for any reason whatsoever; or the use of the car parks in the Community Club; or any steps or measures or action taken by the Landlord or their respective employees, agents or independent contractors which is deemed appropriate or necessary by the Landlord to comply with any direction, order or other requirement under or in connection with the Infectious Diseases Act (Chapter 137), under any other law or any guideline, rule or requirement of the relevant authorities from time to time for the purpose of taking any protective measure, treatment, prevention or other dealings in relation to an infectious disease To the extent permitted by law, the Landlord shall not be responsible to the Tenant or its employees, independent contractors, agents or permitted occupier nor to any other persons for any death, injury, loss or damage sustained at from the Premises or the Community Club directly or indirectly caused by, resulting from or in connection with: (c) (d) (e) (f) any accident, happening or injury suffered in the Premises; damage to or loss of any goods or property sustained in the Community Club (whether or not due to the negligence default or misconduct of any security guards or the failure of any security system for which the Landlord is in any way responsible); any act, omission, negligence or misconduct of the Landlord or their respective employees, agents or independent contractors howsoever occurring; or any renovation, retrofitting, refurbishing and/or alteration works of the Community Club and/or the Premises whether or not such renovation, retrofitting, refurbishing and/or alteration works affect the Tenant; or any terrorist act (as defined in regulation 4(1) of the United Nations (Anti- Terrorism Measures) Regulations made under the United Nations Act, Chapter 339) regardless of any other cause or event contributing concurrently or in any other sequence to the loss (including, but not limited to, any action taken in controlling, preventing, suppressing or in any way relating to any terrorist act) or any Act of God; or any steps or measures or action taken by the Landlord or their respective employees, agents or independent contractors which is deemed appropriate or necessary by the Landlord to comply with any direction, order or other requirement under or in connection with the Infectious Diseases Act (Chapter 137) under any other law or any guideline, rule or requirement of the relevant authorities from time to time for the purpose of the taking of any protective Landlord s signature Tenant s signature 16

17 measure, treatment, prevention or other dealings in relation to an infectious disease. 13. INDEMNITY BY TENANT The Tenant shall indemnify the Landlord against all claims, demands, actions, proceedings, judgements, claims, damages, losses, fines, costs and expenses of any nature which the Landlord may suffer or incur for death, injury, loss and/or damage caused, directly or indirectly, by: (c) any occurrences in the Premises or the use or occupation of the Premises by the Tenant or by any of the Tenant s employees, independent contractors, agents or any permitted occupier; the Tenant or its employees, independent contractors, agents or any permitted occupier to the Premises, the Community Club or any property in them (including those caused directly or indirectly by the use or misuse, waste or abuse of the Utilities or faulty fittings or fixtures); and/or any default by the Tenant in complying with the provisions of this Agreement including but not limited to a breach of any law, rules and regulations. 14. OPTION TO RENEW 14.1 The Landlord will on the written request of the Tenant made not less than six (6) calendar months before the expiration of the tenancy hereby created and if there shall not at the time of such request be any existing breach or non-observance of any of the agreements and stipulations on the part of the Tenant herein contained and also provided that there is no upgrading or additions and/or alterations works or intended upgrading or additions and/or alterations works to the Community Club grant to the Tenant a tenancy of the whole Premises (and not part only) for the Renewal Term at the Tenant s cost and expense. The Renewal Term shall be at a revised Rent and on such terms and conditions as the Landlord may determine, including but not limited to upgrading / renovating the Premises as specified by the Landlord The Tenant shall inform the Landlord within two (2) weeks of receipt of the Landlord s proposal in writing of the revised Rent and terms and conditions for the Renewal Term whether such revised Rent and terms and conditions are acceptable to the Tenant. If the revised Rent and/or any of the revised terms and conditions are not acceptable to the Tenant or if the Tenant fails to accept the Landlord s proposal in writing within the said two (2) weeks or such other time as the Landlord may agree, the Tenant shall be treated as if it is no longer interested in the further tenancy of the Premises and the Landlord shall be free to end all negotiations with the Tenant for the further tenancy of the Premises. If the Landlord s proposal for the revised Rent and terms and conditions are acceptable to the Tenant, then the Tenant must inform the Landlord in writing within two (2) weeks of receipt of the Landlord s proposal in Landlord s signature Tenant s signature 17

18 writing or such other time as the Landlord may agree of its acceptance of the revised Rent and terms and conditions for the Renewal Term If after the new tenancy agreement has been signed but before the commencement of the Renewal Term, the Tenant is in breach of any provision of this Agreement or the approval for the Permitted Use is withdrawn by the relevant Authorities, the Landlord is entitled to terminate the tenancy for the Renewal Term by giving written notice of the termination to the Tenant. Upon receipt of the notice, the Renewal Term will be terminated without affecting any rights or remedies of the Landlord against the Tenant in respect of the breach. The Landlord will not be liable to the Tenant for any loss, damage, cost, expense or compensation in connection with or arising out of the termination The Tenant shall pay to the Landlord the proportionate increase in the Security Deposit immediately upon the Renewal Term being agreed upon. In the event that the rent for the renewal term is less than the Rent for the Term, there shall be no reduction in the amount of Security Deposit to be held by the Landlord. 15. RIGHTS OF LANDLORD IN THE EVENT OF TENANT S FAILURE TO PAY RENT PROVIDED ALWAYS and it is hereby agreed and declared as follows: 15.1 Right of Re-Entry If: (c) (d) the Rent hereby reserved or any part thereof or any interest payable thereon or any other monies payable by the Tenant to the Landlord under this Agreement (whether or not paid via GIRO) shall at any time be unpaid for fourteen (14) days after the same shall have become due (whether formally demanded or not); or the Tenant shall at any time fail or neglect to perform or observe any of the covenants, conditions or agreements contained in this Agreement to be performed or observed by the Tenant; or any distress or execution shall be levied on the Tenant s goods or any service of process or court notices shall be affixed onto any part of the Premises; or the Tenant, being a company, shall be unable to pay its debts, or enters into liquidation whether compulsory or voluntary (save for the purpose of amalgamation or reconstruction), or passes a resolution for its winding-up or makes a proposal to its creditors for a composition in satisfaction of its debts or a scheme of arrangement or applies to the court for the appointment of a judicial manager or a receiver, a receiver and manager or judicial manager or interim judicial manager is appointed; or Landlord s signature Tenant s signature 18

19 (e) (f) (g) the Tenant, being an individual, shall be unable to pay or shall have no reasonable prospect of being able to pay his debts, or a bankruptcy petition shall be presented against him, or makes a proposal to his credits for a composition in satisfaction of his debts or a scheme of arrangement or a receiver is appointed in respect of his property; or if the operation of the business at the Premises becomes unlawful or is required to cease under any statute, order, notice or rules and/or regulations; or the Tenant or anyone employed by him or acting on his behalf whether with or without his knowledge gives or agrees to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do any act in relation to the obtaining or execution of this Agreement or any other agreement in relation to the Community Club or for granting or showing any favour or benefit to any person in relation to this Agreement or any other agreement with the Government of Singapore; then and in any one of the said cases it shall be lawful for the Landlord at any time thereafter to re-enter and re-possess the Premises or any part thereof in the name of the whole and thereupon this Agreement shall forthwith and absolutely cease and determine but without prejudice to any rights or remedies of the Landlord in respect of any breach of any of the covenants by the Tenant contained in this Agreement. Without prejudice to any other rights or remedies of the Landlord, the Tenant shall pay to the Landlord compensation for the loss of Rent suffered by the Landlord consequential upon the Landlord exercising its right of re-entry Interest In addition to and without prejudice to any other right, power or remedy of the Landlord if the Rent hereby reserved or any part thereof or any monies payable by the Tenant to the Landlord in connection with this Agreement shall at any time remain unpaid after the same shall have become due (whether any formal demand therefore shall have been made or not), then the Tenant shall pay to the Landlord interest for late payment at the interest rate of five per cent (5%) per annum on such monies so unpaid commencing on the date on which such monies fall due for payment up to the date on which such monies are actually paid to the Landlord or recovered by the Landlord, as the case may be. Nothing contained in this Clause shall be deemed to restrict, limit or prejudice any right or power or remedy of the Landlord in respect of such monies Landlord s Right against Tenant s goods Notwithstanding anything herein contained, upon expiry or earlier determination of this Agreement, if the Tenant shall fail to remove all its goods whether belonging to the Tenant or otherwise (which expression shall include personal property of every description) from the Premises forthwith or if the Tenant shall abandon the Premises, then and in any of the said cases it Landlord s signature Tenant s signature 19

20 shall be lawful for the Landlord to re-enter the Premises and to sell or otherwise dispose of the said goods in the Premises at such time and at such price as the Landlord shall in its discretion think fit and without prejudice to the other rights and remedies of the Landlord. The Landlord shall after payment out of the proceeds of sale of the costs and expenses connected with the said sale apply the net proceeds of sale towards payment of all arrears of Rent and the interest thereon and all other sums of money due and payable by the Tenant to the Landlord under this Agreement and the balance (if any) shall be paid over to the Tenant. For the purposes of this Clause, goods shall include the fixtures and fittings of the Tenant. The Tenant shall indemnify and keep the Landlord indemnified in respect of any liability suffered by the Landlord in exercising its rights under this Clause including any liability incurred by it to any third party whose property shall have been sold by the Landlord in the bona fide mistaken belief (which shall be presumed unless the contrary be proved) that such property belonged to the Tenant and was liable to be dealt with as such pursuant to this Clause. 16. REINSTATEMENT 16.1 Save and except where the Tenant exercises its option to renew the tenancy in accordance with the terms of this Agreement, the Landlord shall be entitled to enter the Premises during the period of one (1) month before the expiry of the Term to carry out an inspection of the Premises. The Landlord shall thereafter notify the Tenant of any reinstatement and repair works to be carried out to the Premises prior to the expiration of the Term provided that nothing herein shall prejudice the rights and remedies of the Landlord in respect of any matter not referred to in such notice At the expiration or earlier determination of the Term (unless renewed in accordance with the terms in this Agreement), the Tenant shall yield up to the Landlord the whole of the Premises together with the fixtures therein in the original state and condition (fair wear and tear excepted) together with all the keys to the Premises (whether or not the same were supplied by the Landlord). Without prejudice to the generality of the foregoing, the Tenant shall, at its own expense: reinstate the Premises to the state and condition when the Tenant first took possession of the Premises to the Landlord s satisfaction (fair wear and tear excepted); remove all signboards, nameplates, letterings, internal partitions, improvements, fittings and installations of the Tenant or any specified part thereof; (c) reinstate all air-conditioning installations and other electrical installations (if any) to their original state (fair wear and tear excepted) to the satisfaction of the Landlord; Landlord s signature Tenant s signature 20