Building Agreement For Land At Private Lot

JTC(L)3729/1379 Pt 1(2745)/KM/ZMY


BUILDING AGREEMENT RELATING TO PRIVATE LOT A14547
MUKIM NO. 18 ANG MO KIO AREA: 58,437 SQUARE METRES


B E T W E E N


J U R 0 N G T 0 W N C 0 R P 0 R A T I 0 N


AND


SEAGATE TECHNOLOGY INTERNATIONAL


BUILDING AGREEMENT FOR LAND
---------------------------
AT PRIVATE LOT A14541 IN YIO CHU KANG
-------------------------------------
(INLAND)


THIS AGREEMENT is made the 30th day of May 1996 BETWEEN JURONG TOWN CORPORATION a body corporate incorporated under the Jurong Town Corporation Act and having its Head office at Jurong Town Hall, Jurong Town Hall Road, Singapore (hereinafter called "the Owner" which expression shall include
--------- its successors-in-title and assigns) of the one part AND SEAGATE TECHNOLOGY INTERNATIONAL a company incorporated in Cayman Islands and having its Singapore registered office at


202 KALLANG BAHRU, SEAGATE BUILDING,
SINGAPORE 1233


(hereinafter called "the Licensee" which expression shall include its
------------ successors-in-title) of the other part.


WHEREBY IT IS AGREED as follows :-


1 For the period of THIRTY (30) months from 30TH day of JANUARY 1995 (hereinafter referred to as "the date hereof") or for such further period as may
--------------- be extended by the Owner the Licensee shall have the license and authority to enter upon all that piece of land known as Private Lot A14547 FORMING PART OF GOVERNMENT SURVEY LOTS 242, 8022, 9416, 9417, 9421 AND PART OF STATE RESERVE, MUKIM NO. 18 ANG MO KIO and situated in the Republic of Singapore as shown on the plan annexed hereto and estimated to contain an area of 58,437 square metres more or less subject to survey (hereinafter called "the said land") for the
------------- construction of factory building and other structures therein and for the installation of equipment fixtures and fittings thereat for the purpose of THE MANUFACTURE OF DATA STORAGE HARDWARE, SOFTWARE AND RELATED PRODUCTS ONLY in accordance with the stipulations hereinafter contained and for no other purpose whatsoever.


- 2 -


2 The Licensee hereby agrees to perform and observe the following stipulations :-


(i) To hold the said land until the same shall be comprised in a lease
to be granted as hereinafter provided as licensee upon the same
terms relating to the lease referred to in clause 2(ii) herein at
the same rent and subject to the same covenants and stipulations so
far as applicable as if a lease thereto has been actually granted
and so that the owner shall have all the remedies by whatsoever
means for rent in arrears that are incidental to the relationship of
landlord and tenant but so that nothing herein contained shall be
construed as creating a legal demise or any greater interest in the
licence than a tenancy at will.


(ii) pay in advance as from the date hereof a licence fee calculated at
the same rate and on the dates specified as for the rent reserved in
the lease of the said land set out in the First Schedule hereto as
------------------
if such lease has actually been granted.


(iii) To pay on the owner's behalf to the comptroller of Property Tax
an amount equivalent to the sum payable by the owner as property tax
in respect of the said land improvements and structures thereon
during the said period or of such extended period (if any) permitted
under clause 3(c) hereof by way of additional licence fee or for the
period prior to the issue of the lease to be granted under clause 4
herein.


(iv) To pay interest at the rate of 8.5% per annum or such higher rate as
may be determined from time to time by the Owner in respect of any
outstanding


- 3 -


amount payable by the Licensee under this Agreement from the date
such amount becomes due until payment in full is received by the
owner.


(v) To pay to the Owner all survey fees and other charges including
those payable to and claimed by the relevant Government Planning
Authorities for the survey of the said land for the purpose of sub-
division of the land of which the said land forms part and the
preparation and issue of a Certificate of Title PROVIDED THAT the
Owner shall have the right to employ his own surveyor to carry out
the said survey in which event the Licensee shall bear all costs
incurred.


(vi) At his own cost and expense -


(a) to engage a professional engineer to carry out soil
investigations to advise on the soil conditions and to design
structurally sound buildings proposed to be erected taking
into consideration the condition of the said land; and


(b) to execute such work as may be required to be done in respect
of the state and condition of the said land (especially its
ground levels, topography and soil conditions) which state and
condition the Licensee shall be deemed to have full knowledge.


(vii) Without prejudice to sub-clause (vi) above to submit within three
(3) months from the date hereof firstly to the Owner for his
approval and then to the relevant Government Planning and Building
Authorities full and complete plans elevations and specifications of
the buildings proposed to be erected on the said land in accordance
in every way


- 4 -


with the requirements under the Planning Act and the Local
Government Integration Act PROVIDED THAT the Owner may give or
refuse his approval at his absolute discretion.


(viii) At his own cost to commence erection on the said land either
within six (6) months from the date hereof or within one (1) month
from the date of approval of the plans by the relevant Government
Building Authorities, whichever is the earlier, and in a substantial
and workman-like manner with the best materials of their available
kinds and in conformity in every respect with the plans, elevations,
sections and specifications approved by the Owner and the relevant
Government Building Authorities to finish the warehousing building,
structures and other appurtenances including the installations of
all equipment, fixtures and fittings so as to be completely fit for
immediate occupation and operation within the said period of thirty
(30) MONTHS from the date hereof PROVIDED ALWAYS THAT in the
planning, erection, construction and completion of the said
buildings, to develop to a gross plot ratio of not less than 1.6 and
not more than 2.5 AND PROVIDED FURTHER THAT the Licensee shall not
install or use any electrical installation, machine or apparatus
that may cause or causes heavy power surge, high frequency voltage
and current, air borne noise, vibration or any electrical or
mechanical interference or disturbance whatsoever which may prevent
or prevents in any way the service or use of any communication
system or affects the operation of other equipment, installations,
machinery, apparatus or plants of other Licensees.


- 5 -


(ix) At his own cost to take such steps and execute such works upon the
said land as may be necessary for the protection of shores and
embankments if any and for the prevention of earth-slip erosion of
soil and failure of slopes expeditiously in a workman-like manner
and to the satisfaction of the Owner and other relevant governmental
and statutory authorities.


(x) if the Licensee shall fail to complete the said buildings works and
installations and to commence operations within the period specified
in clause 2(viii) or within any extended period under clause 3(c)
hereof the Licensee shall pay to the Owner a sum calculated at the
rate of $50.00 per day as liquidated damages for the period during
which the said buildings shall so remain or have remained
incomplete.


(xi) To remove and replace any materials brought on the said land or used
in any of the said buildings works and installations which the owner
shall require to be removed as being inferior or unfit and to make
good any workmanship which he shall consider imperfect and if the
Licensee fails to remedy such defects the Owner may enter upon the
said land and remedy such defects at the expense of the Licensee
after expiry of fourteen (14) days' notice being given to the
Licensee to do so.


(xii) Not to erect or build or permit or suffer to be erected or built
any building, structure or installation other than those conforming
with the plans elevations sections and specifications approved by
the Owner and the relevant Government Building Authorities nor to
make any alterations in the external elevation of any of the said
buildings when erected without the prior consent in writing of the
Owner.


- 6 -


(xiii) In the erection and completion of the said buildings, structures
and installations to do all acts and things required by and to
perform the works in conformity with all respects with the
provisions of any laws or regulations made thereunder and to pay and
keep the Owner indemnified against all claims and other payments
whatsoever which during the progress of the works may become payable
in respect of the said works or of anything done under the authority
herein contained and from time to time to discharge and pay all
claims, assessments and outgoings now or at any time hereafter be
chargeable against the Owner under any law or other-wise in regard
to the said land, the said buildings or any structures or
installations thereon.


(xiv) Not to do or permit or suffer to be done in or upon the said land
or any part thereof anything which in the opinion of the owner may
be or become a nuisance or annoyance or cause damage or
inconvenience to the owner or to the Licensees or occupiers of any
adjoining or neighbouring premises or whereby any insurance for the
time being effected on the premises under sub-clause (xix) herein
may be rendered void or voidable or be in any way affected.


(xv) Not to sell or dispose of any earth, clay, gravel or sand from the
said land or permit or suffer any of the same to be removed except
so far as shall be necessary for the execution of the said works
PROVIDED nevertheless that the Licensee may use for the purpose of
the said works any of the approved materials if so required.


- 7 -


(xvi) Not without the prior consent in writing of the Owner to remove
or permit or suffer to be removed until after completion of the said
buildings in accordance with the provisions herein contained any
building materials (other than inferior or unfit materials removed
for the purpose of being replaced by proper materials) or plant
which shall be brought upon the said land for the purpose of the
said works.


(xvii) Not without the prior consent in writing of the Owner to affix or
exhibit or erect or paint or permit or suffer to be affixed or
exhibited or erected or painted on or upon any part of the exterior
of the said land or of the external walls or rails or fences thereof
any nameplate, signboard, placard, poster or other advertisement or
hoarding.


(xviii) Not at any time to deposit or make up or manufacture or permit or
suffer to be deposited made up or manufactured upon the said land
any building or other materials except such as shall be actually
required for the buildings to be erected on the said land in
accordance with this Agreement and as soon as the buildings
hereinbefore agreed to be erected shall be completed at his own
expense to remove from the road or footpath adjoining the said land
or the ground intended to be used for such road or footpath all
building and other materials and waste whatsoever.


(xix) As soon as any of the said buildings shall have reached a height
of five (5) feet above ground level to insure the same to the full
value thereof in the joint names of the Owner and the Licensee
against loss or damage by fire in some insurance office approved by
the owner and shall increase such insurance proportionately as the
said buildings approach completion and to keep the same so insured
until a lease shall be granted as hereinafter provided and to pay
all premiums thereof at least seven


- 8 -


(7) days before the expiry date of such insurance policy and to
produce to the owner or his agent without demand the policy or
policies of such insurance and the receipt for each such payment and
in the event the said buildings or any part thereof are destroyed or
damaged by fire then to forthwith give to the Owner written notice
of such destruction or damage and to forthwith cause all monies
received by virtue of any such insurance to be forthwith laid out in
rebuilding and reinstating the buildings to the satisfaction of the
Owner and to make up any deficiency thereof out of his own monies,
but the rebuilding and reinstatement shall in any event commence and
be completed within the period specified by the Owner PROVIDED
ALWAYS THAT if the Licensee shall at any time fail to keep the
premises insured as aforesaid the owner may without being under any
obligation to do so do all things necessary to effect or maintain
such insurance and any monies expended by him for that purpose shall
be repayable by the Licensee on demand and be recovered forthwith
from the Licensee as a debt.


(xx) Not to assign sublet grant a licence or part with or share his
interest under this Agreement, or the possession or occupation of
the said land, or any part thereof EXCEPT THAT, subject to the
Owner's prior written consent, which consent shall not be
unreasonably withheld, the Licensee may mortgage his interest under
this Agreement by way of assignment to secure the repayment of such
sum or sums as the Licensee may require for the purpose of erecting
or completing the building or other structure to be built on the
said land in accordance with the provisions of this Agreement
PROVIDED THAT the Licensee shall thereafter continue to be liable
for the observance and performance of the several stipulations
herein contained until the grant of the lease as hereinafter
provided.


- 9 -


(xxi) Not to permit or suffer any person to occupy reside or make use
of any building erected on the said land before a Temporary
Occupation Permit or a Certificate of Statutory Completion issued by
or except with the permission of the relevant Governmental and
Statutory authority.


(xxii) To make reasonable provision against and be responsible for all
loss, injury and damage to any person, (including loss of life) or
property including that of the Owner for which the Licensee may be
held liable arising out of or in connection with the occupation and
use of the said land and the structures erected thereon and to
indemnify the Owner against all proceedings, claims, costs and
expenses which he may incur or for which he may be held liable as a
result of any act, neglect or default of the Licensee his servants,
contractors, or agents or their respective servants.


(xxiii) To make good and sufficient provision for the safe and efficient
disposal of all waste including but not limited to pollutants
generated at the said land to the requirements and satisfaction of
the Owner and other relevant Governmental and Statutory authorities
PROVIDED THAT in the event of any default by the Licensee under this
covenant the Owner may carry out such remedial measures as he thinks
necessary and costs and expenses incurred thereby shall be
recoverable forthwith from the Licensee as a debt.


(xxiv) Subject always to clause 2(xx) hereinbefore appearing, to give to
the Owner written notice of every change of name within one month
from the date of each change.


- 10 -


(xxv) To construct an internal drainage system to the satisfaction of
the Owner to ensure that all surface water collected is discharged
into the public drains and will not flow into adjoining properties.


(xxvi) To construct and complete a permanent culvert within nine (9)
months from the date hereof or any extension thereof as may be
approved by the owner and in connection thereof to submit plans to
and to obtain the prior approval in writing of the Owner for the
construction of a temporary crossing.


(xxvii) Within one (1) month of the completion of the permanent culvert
mentioned in sub-clause (xxvi) above to remove the temporary
crossing and to reinstate any roads, roadside kerbs, drains, turfing
or the like damaged by the Licensee, his servants, contractors, sub-
contractors, or agents or their respective servants to the
satisfaction of the owner and the relevant Governmental and
Statutory authorities.


(xxviii) Within one (1) month of the completion of the construction of the
said buildings and related civil works to reinstate any damage
caused to the roads, roadside kerbs, drains, turfing and the said
permanent culvert by the Licensee his servants contractors or agents
or their respective agents to the satisfaction of the Owner and the
relevant Governmental and Statutory authorities,


(xxix) To place with the Owner a deposit of $5,000.00 which shall be
forfeited in the event of any breach of any of the provisions in
sub-clauses (xxvi), (xxvii) and (xxviii) herein without prejudice to
the rights and remedies of the owner contained in this Agreement and
the Lease.


- 11 -


(xxx) At his own cost to plant and maintain trees and landscape the
said land in accordance with all the requirements of the Parks and
Recreation Department, Ministry of National Development and other
relevant Governmental and Statutory authorities.


(xxxi) At his own cost to execute such work as may be necessary to
divert existing utility services such as pipes, cables and the like
(if any) to the requirements and satisfaction of the Owner and other
relevant Governmental and Statutory authorities.


(xxxii) If the Licensee shall at any time be found to have encroached
upon any area beyond the allocated boundaries of the said land, the
Licensee shall at his own cost and expense, but without prejudice to
any other right or remedy the Owner may have against him,
immediately or within the time specified (if any) by the Owner
rectify and remove the encroachment to the satisfaction of the Owner
and pay to the Owner such compensation as may be specified by the
Owner. If, however, the owner in his absolute discretion permits
the Licensee to regularise and retain the encroached area or any
part thereof upon such terms and conditions as may be stipulated by
the owner and any other relevant Governmental and Statutory
authorities, the Licensee shall pay licence fee on the encroached
area with retrospective effect from the date hereof, and the
Licensee shall also pay all survey fees, amalgamation fees, legal
fees (including solicitor and client costs and expense), and all
other costs and charges relating thereto.


(xxxiii) If any damage of whatsoever nature or description shall at any
time occur or be caused to the said land or any building or
structure or installation thereon, or any part thereof, to forthwith
give to the Owner written notice of the damage and to remedy the
damage to the satisfaction of the Owner within such time as the
Owner may specify, all at the cost of the Licensee.


(xxxiv) Not to keep or allow to be kept any livestock or other animals on
the said land or any part thereof.


(xxxv) The licence fees and other taxable sums payable by the Licensee
under or in connection with the Licence herein shall be exclusive of
the goods and services tax (hereinafter called "tax") chargeable by
any government, statutory or tax authority calculated by reference
to the amount of the licence fees and any other taxable sums
received or receivable by the Owner from the Licensee and which tax
is payable by the Licensee. The Licensee shall pay the tax and the
owner acting as the collecting agent for the government, statutory
or


- 11A -


tax authority shall collect tax from the Licensee together with
the licence fees hereinbefore reserved without any deduction and in
advance without demand on the 1st day of each of the months of
January, April, July and October, and in the manner and within the
period prescribed in accordance with the applicable laws and
regulations.


(xxxvi) At all times and at his own cost and expense, to comply with and
observe any height restriction on buildings and structures at the
said land which may be imposed by any governmental or statutory
authority and to ensure that the maximum height for all buildings
and structures on the said land shall not exceed 70 metres AMSL.


(xxxvii) At the Licensee's own cost to construct aesthetically designed
high-quality buildings, with extensive landscaping to the
satisfaction of the owner in accordance with Clause 4 hereof. The
building facade shall front Ang Mo Kio Avenue 5 and the external
walls of the buildings shall be either aluminum-clad or tiled or of
equivalent standard of materials.


(xxxviii) Without prejudice to the generality of Clause 2(xii) and 2(xiii)
hereinbefore appearing, the Licencee shall not place, construct or
erect or permit the placing, construction or erection of any
building, structure or equipment whatsoever on the 6.0 metre and
10.0 metre wide buffers situated within the boundary of the said
land as shown on the plan annexed hereto.


(xxxix) The Licensee accepts that as infrastructure development, which
shall include a permanent road, public sewer, water pipes and street
lighting for the whole of Yio Chu Kang area of which the said land
forms only a part, is being carried out by the owner and is
targetted for completion on or about November 1995 at the earliest,
the Licensee shall meanwhile at his own cost make temporary
arrangements with the relevant governmental and statutory
authorities to obtain public utilities for the Licensee's own needs.


(xl) The Licensee accepts the said land with full knowledge that the
proposed permanent road and service road shown on the said plan
annexed hereto have yet to be constructed and further accepts and
agrees at all times to permit the Owner, its contractors, sub-
contractors, and their workmen to enter upon the said land facing
the said proposed permanent road for purposes of a working area to
carry out and complete the said infrastructure development.


- 12 -


(xli) The Licensee has to liaise with the Owners contractors before
placing the temporary crossing to the said land along the proposed
road and at his own costs to shift its position from time to time so
as not to impede the Owner's infrastructure development programme.


(xlii) The Owner shall not be liable to the Licensee or any other person
for any claim, demand, action, proceeding, inconvenience, damage,
loss, costs whatsoever that may arise in respect of or in connection
with Clauses 2(xxxix) to 2(xli) above.


(xliii) To ensure that the maximum height of any boundary wall or chain link
fence (including the anti-climb) erected by the Licensee at the said
land shall not exceed two (2) metres,


3 It is hereby mutually agreed that until the Licensee has performed all his obligations herein contained the owner shall possess the rights a ...