Agreement for the Operation of a Stall at Sats Airfreight Terminal 5 Staff Cafeteria At

APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 1 of 10AGREEMENT FOR THE OPERATION OF A STALL AT SATS AIRFREIGHT TERMINAL 5 STAFF CAFETERIA FOR THE PERIOD 14 SEPTEMBER 2011 TO 13 SEPTEMBER 2013 (WITH AN OPTION TO EXTEND FOR 2 YEARS)This Agreement is made the ______day of ______2011 between SATS AIRPORT SERVICES PTE LTD, company registration no. 198500561R, having its registered office at SATS Inflight Catering Centre 1, 20 Airport Boulevard, Singapore 819659 (“SAS”) and ______of ______, Singapore ______(‘the Stallholder’).WHEREBY IT IS AGREED as follows:-1 PREMISE1.1 The Stallholder is desirous of establishing and providing catering services at Stall No. [______] ("the Stall") at SATS Airfreight Terminal 5 staff cafeteria, Singapore Changi Airport, ("the Cafeteria"); and1.2 SAS agrees to let and the Stallholder agrees to take a tenancy for the duration of this Agreement of the Stall in the Cafeteria.2 SERVICE2.1 The Stallholder shall supply and sell food or beverage for consumption in the Cafeteria at the times as specified in Schedule B attached hereto or as otherwise notified in writing by SATS Airfreight Terminal Cafeteria Management Committee ('the Committee').2.2 The Stallholder shall display conspicuously at the Stall the prices of the food items in accordance with Schedule C attached hereto. 2.3 The Stallholder shall ensure that staff of SAS and SATS Limited ('SATS') are served promptly and priority of service is given to them over any other patrons of the Cafeteria.2.4 The Stallholder shall at all times observe and conform to all the rules and directions which SAS may make from time to time for the operating of the Cafeteria and ensure that all his/her employees and other persons authorised by him/her to use the Cafeteria observe and conform to all such rules and directions.2.5 The Stallholder shall be responsible for the application of a licence to operate the Stall from the relevant authorities.3 FOOD 3.1 The Stallholder shall prepare for sale the types of food/beverages listed in Schedule C attached hereto and shall not sell those items not specified therein unless prior written approval of the Committee is obtained. APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 2 of 10 3.2 The Stallholder shall provide food and beverages at the prices as specified in Schedule C attached hereto. The Stallholder shall adhere to these prices at all times and the written Agreement of the Committee shall be obtained for any variation in price.3.3 The food provided by the Stallholder shall be of high quality, well cooked and of a standard acceptable to the Committee. Any changes of menu given by the Committee from time to time shall be implemented by the Stallholder promptly and without delay.3.4 The Stallholder shall provide at all times, presentable melamine cups, plates and bowls, forks, spoons, chopsticks, etc to serve food in the Cafeteria.3.5 The Stallholder shall supply sufficient quantities of food or beverages at the Cafeteria. If the Stallholder fails to supply sufficient quantities of food or beverages, SATSCAT shall without prejudice to its other rights and remedies hereunder, have the right to impose on the Stallholder liquidated damages up to $200 per incident of short supply per day.3.6 The Stallholder shall ensure that all raw materials for use in the kitchens are delivered via the vehicle ramp. In the event that delivery is made by using the passenger lift, the Stallholder shall make good any damages caused to the passenger lift at his/her own cost.4 MAINTENANCE OF EQUIPMENT, FURNITURE AND FIXTURES4.1 The Stallholder shall be responsible for the cleaning, maintenance and repairs of the equipment and fixtures provided by SAS. 4.2 The Stallholder shall provide refrigerators and freezers for the storage of raw materials in the kitchens at his/her own cost.4.3 The Stallholder shall provide an ice-making machine for the provision of ice, if needed.4.4 The Stallholder shall provide and maintain a fire extinguisher at his/her own cost. 4.5 The Stallholder shall be permitted to use bottled liquid petroleum gas (LPG). The maximum storage quantity at any one time must not exceed 65 kilogrammes.5 PAYMENTS5.1 The Stallholder undertakes to pay:(a) a sum of $2,000 to SAS as security deposit for the due performance of the Agreement. Part or the whole of this security deposit shall be forfeited to SAS (the actual amount of forfeiture to be determined by SAS) in the event the Stallholder breaches any of the terms and conditions of this Agreement. It will otherwise be refundable to the Stallholder at the expiry of this Agreement;(b) the monthly rent of Singapore Dollars Three Hundred (S$300) payable in respect of the Stall at the Cafeteria to SAS through GIRO deduction by the sixth day of each calendar month ("the due date"); and APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 3 of 10 (c) for all gas, water and electricity used. The Stallholder shall at his/her own expense open an account with Power Supply Pte Ltd ('PS"). The Stallholder shall make payments directly to PS upon receipt of PS's monthly invoices.5.2 If the Stallholder fails to pay the rental on or before the due date, there shall immediately become payable by the Stallholder to SAS an additional liquidated sum of $100 for each period of seven (7) days or part thereof after the due date until such time as the Stallholder shall have fully paid the outstanding rental for the Stall. The maximum additional liquidated damages hereunder shall be S$300 and may, at SAS’ discretion, at anytime be deducted from the Stallholder's security deposit referred to in Clause 5.1(a) of this Agreement.6 STALLHOLDER'S EMPLOYEES 6.1 The Stallholder shall furnish SAS with updated personal particulars of all his/her employees as and when requested by SAS.6.2 The Stallholder shall ensure that all his employees are healthy and medically examined and x-rayed at least once a year at his/her own expense. The Stallholder shall furnish the Committee with copies of certificates of medical fitness of all his/her employees within one (1) month of their annual medical examination and x-ray.6.3 The Stallholder shall ensure that his/her employees maintain a high standard of cleanliness at all times in the Cafeteria.6.4 The Stallholder shall provide, at all times, professional, efficient, prompt, polite and courteous service to all customers without discrimination whatsoever and in an honest and business-like manner.6.5 The Stallholder shall, upon SAS’s request in writing, remove any of his/her employees who in the opinion of SAS is guilty of misbehaviour or is detrimental to the interest of SAS.6.6 The Stallholder shall be liable for any loss or damage as may be suffered or incurred by SAS by reason of the neglect, default or any act of his/her employees.6.7 All employees employed by the Stallholder shall be Singapore Citizens or persons permitted to work as stall helpers in Singapore.6.8 The Stallholder shall ensure and undertake (whether by itself or by its servants, agents, employees) that no illegal foreign workers are employed by him/her in the provision of catering services under this Agreement.(i) “Illegal foreign worker” means a foreign worker who:(i) has not lawfully entered or remained in Singapore, in contravention of the Immigration Act ( Chapter 133, 1995 edition); or(ii) is employed by an employer without a valid work permit, in contravention of the Employment of Foreign Workers Act (Chapter 91 A, 1991 edition).6.9 If any illegal foreign worker is found to be so employed by the Stallholder, the APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 4 of 10 Stallholder shall indemnify SAS against any costs and/or expenses, including legal expenses, which SAS may incur as a result of the Stallholder’s employment of illegal foreign workers. Further, SAS also reserves the right to impose such other measures, including but not limited to, forfeiture of the Stallholder’s security deposit and/or debarring the Stallholder. 6.10 The Stallholder will submit an updated and duly-certified information sheet on its workers (such information to be given to SAS in whatever means or form as required by SAS), including a copy of each of the following items, to SAS weekly for its inspection and record:(a) Personal particulars (including name, address, nationality, passport number and work permit number) of its workers in the execution of any part of the works performed for SAS;(b) The work permits of new workers;(c) The passports, entry permits or re-entry permits of these workers showing that they have lawfully entered and remained in Singapore; (d) Personal particulars (including name, identity card, passport and/or foreign identification numbers, and nationality) of all its workers currently or previously (as appropriate) employed by the Stallholder to execute works on the premises of SAS and(i) are no longer in the Stallholder’s employ; (ii) are no longer working on the premises of SAS;(iii) have tendered their resignation to the Stallholder or whose employment has been terminated by the Stallholder; or(iv) have been absent without official leave from the Stallholder.(e) Full personal particulars of all its workers who have or had been issued with airport passes, or any other identification passes (particulars to include the airport and other identification pass numbers and expiry dates of such passes), and an update on the return of such passes to the issuing authorities.(f) A signed certification that she/he has ensured that none of his/her workers listed in sub-paragraph (a) above are illegal foreign workers.6.11 SAS or its authorised representative(s) reserves the right to conduct random on-site checks on the workers employed by the Stallholder for the purpose of verifying that the Stallholder has complied with this undertaking, and that the Stallholder will provide all the necessary assistance and facilities in order for SAS or its authorised representative(s) to perform these checks.6.12 The Stallholder will before the commencement of this Agreement, appoint SATS Security Services Private Limited ('SSS') for the security screening of himself/herself and all his/her workers who will be deployed by the Stallholder for the performance of the services hereunder. The Stallholder will solely bear the costs incurred and pay SSS directly. APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 5 of 10 6.13 All the Stallholder's workers working at the Stall from time to time must have completed basic fire safety training covering inter alia fire extinguisher usage. The Stallholder shall, prior to all such workers commencing work at the Stall, produce to SAS their fire safety training certificates in compliance with the foregoing requirement, which must be issued by an authority recognized by SAS. If any of the Stallholder's workers does not have the requisite certificate, the Stallholder must procure such worker to attend the basic fire safety-training course conducted by SAS, either prior to such worker commencing work at the Stall or the next available course conducted after such commencement. Notwithstanding such attendance, the Stallholder shall be solely responsible for its workers' failure or inability to take adequate fire safety or fire fighting measures and the Stallholder shall have no claim against SAS in this regard.16.14 The Stallholder shall submit health declaration forms (as prescribed by SAS in its absolute discretion) for each of its workers on a regular basis or as often as shall be determined by SAS.7 FOOD HYGIENE7.1 The Stallholder shall at all times maintain a high standard of hygiene and general cleanliness in the preparation, handling and service of food and beverage and ensure compliance with the Environmental Public Health Act (Cap 95 of the 1988 Revised Edition) and all regulations and statutory modification thereto affecting the same.7.2 The Stallholder shall ensure that only authorised personnel are allowed access to the food preparation area and the areas behind the Stall.7.3 The Stallholder shall ensure that his/her employees do not smoke within the Stall area, store-rooms, food preparation and refreshment areas or any other areas within the Cafeteria.8 CLEANLINESS, PEST CONTROL & REMOVAL OF TRADE REFUSE8.1 The Stallholder shall at his/her own expense make satisfactory arrangement for the removal of trade refuse, keep the Stall, all equipment, furniture, fixtures and existing structures clean and well maintained to the satisfaction of the Committee and ensure that all pipes, drain, basins, sinks, water closets, tables and chairs are cleaned and unblocked at all times.8.2 The Stallholder shall keep the store-rooms clean and tidy at all times and ensure that all food items stored therein are stacked up in a neat and orderly manner.9 INSPECTION9.1 The Committee, the Hygiene Supervisor of SAS or the Microbiologist of SAS shall have the right of inspection of food and the Stall at all times. APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 6 of 1010 DIRECTIVE10.1 The Stallholder shall comply with any directives or instructions given by the Committee or by any health personnel of SAS.11 LIQUIDATED DAMAGES11.1 The Stallholder undertakes not to display for sale or sell any food item which is contaminated or exceeds the maximum tolerable bacteriological limits adopted by SAS. Should the Stallholder fail in his/her aforesaid undertakings, he/she shall be liable to pay SAS liquidated damages up to $500 per food item so displayed or sold without prejudice to SAS’s rights or forfeiture of security deposit or termination of Agreement under Clause 5 and 15 of the Agreement.12 CREDIT FACILITIES12.1 SAS shall not be responsible for any credit facilities extended by the Stallholder to SATS or SAS staff or any other patrons of the Stall.13 USE OF THE STALL13.1 The Stallholder shall use the Stall for the purpose of preparing and selling food or beverages only and shall not permit or suffer the Stall to be used for other purposes.13.2 The Stallholder shall not make any alteration or addition to the Stall without the prior written consent of SAS.13.3 The Stallholder shall not permit to be done or do at or upon the Stall anything which may be or become a nuisance, annoyance, inconvenience or disturbance to SAS or visitors to the Cafeteria.13.4 The Stallholder shall not install any television set, video game machines or the like at the Cafeteria.13.5 The Stallholder shall not store at any time, explosives, petroleum, spirit or any other highly inflammable substance in the Cafeteria premises without the written consent of SAS.13.6 The Stallholder shall be physically present at the Stall at all material times for at least 6 out of 7 days a week unless the Stallholder is indisposed as a result of illness in which case the Stallholder shall notify SAS and nominate a representative to run the Stall on the Stallholder’s behalf till the Stallholder is able to resume business.14 AGREEMENT PERIOD14.1 This Agreement is for the period 14 September 2011 to 13 September 2013. SAS may by giving at least one (1) month’s written notice to the Stallholder at any time extend this Agreement for a further period of not exceeding two (2) years from 14 September 2013, on the same terms and conditions. APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 7 of 1015 TERMINATION OF CONTRACT 15.1 This Agreement may be terminated by either party giving to the other at least three (3) months’ written notice of termination which termination shall be without prejudice to any outstanding liabilities accrued and arising hereunder between the parties hereto.15.2 At the expiration or sooner determination of this Agreement, the Stallholder shall yield up the Stall and all equipment, furniture and fixtures in good condition (fair wear and tear excepted) to SAS forthwith and shall remove any item installed by the Stallholder for the purpose of the Stallholder’s business. The Stallholder shall pay for any equipment, furniture and fixtures lost or damaged that have not been replaced.15.3 This Agreement shall determine forthwith upon the Stallholder being convicted under any written law in force pertaining to public health and such conviction shall be deemed to be a wrongful repudiation of this Agreement by the Stallholder.16 INSURANCE16.1 The Stallholder will take out and maintain a Workmen's Compensation policy and a Public Liability policy covering the full period of this agreement, with such insurance company and on such terms as may be approved by SAS. The said policies must be deposited with SAS prior to the commencement of this Agreement and the Stallholder must produce on demand to SAS receipt(s) of all and any payments made under the said policies (including premium payments). SAS shall not be required to perform any of its obligations under this Agreement unless and until the policies are deposited with SAS in accordance with this Clause. For Public Liability, the limits of indemnity will be:(a) For any one accident S$500,000(b) For any one period of Indemnity UnlimitedThe Public Liability Policy must cover, inter alia, any claims arising from food poisoning occurring as a result of consumption of food prepared and/or sold by the Stallholder. Both policies will include SAS, its holding, related and associated companies as joint insureds. The Public Liability Policy will cover cross liability claims of one insured against another and also contain a waiver of the insurer's rights of subrogation against the joint insureds. The Public Liability Policy must cover liability arising out of occurrences on airport premises.16.2 The Workmen’s Compensation policy will contain the following endorsements:ENDORSEMENT A If any workman employed by the within Insured (referring to the Stallholder) or by the Insured's contractors as referred to in Endorsement B herein or any dependant of such workman, brings or makes a claim under the workmen's compensation legislation in Singapore against SATS Airport Services Pte Ltd ("SAS"), its holding, subsidiary and associated companies, or any of its agents or employees, for personal injury or disease sustained whilst at work on any contract covered by the terms and conditions of the within policy which the Insured may be carrying out for SAS, the insurance company will indemnify SAS, its holding, subsidiary and its APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 8 of 10 associated companies and its agents and employees against such claim, and any costs, charges and expenses in respect thereof, provided always that the insurance company may have the sole conduct and control of all proceedings connected with claims covered by this endorsement. Nothing in the endorsement will be construed as affecting the Insured's right to recover damages in any other way under the said legislation.ENDORSEMENT B The indemnity herein granted is intended to cover the legal liability of the Insured to workmen in the employment of contractors performing work for the Insured while engaged in the business and occupation in respect of which the within policy is granted but only so far as regards claims under the workmen's compensation legislation in Singapore. 16.3 Nothing in this clause will be construed to take away or to waive or in any manner modify the right of SAS to be indemnified by the Stallholder in respect of all compensation, costs and other expenses whatsoever which by reason of the Stallholder's default or otherwise become payable by SAS under the Workmen's Compensation Act (Chapter 354 of the 1985 Edition) or any other law.17 GIFTS INDUCEMENTS AND REWARDS 17.1 SAS may determine this Agreement forthwith and recover from the Stallholder the amount of any loss resulting from such determination if the Stallholder offers, gives, or agrees to give, or has offered, given or agreed to give to any person any gift or consideration of any kind as an inducement or reward for doing or forbearing to do or for having done or forborne to do any action in relation to the obtaining or execution of the Agreement with SAS or for showing or forbearing to show favour to any person in relation to any contract with SAS or if the like acts shall have been done by any person employed by the Stallholder or acting on its behalf (whether with or without the knowledge of the Stallholder) or if in relation to any contract with SAS, the Stallholder or any person employed by it or acting on their behalf commits any offence under the Penal Code or the Prevention of Corruption Act (Chapters 224 and 241 respectively of the 1985 Edition ) or abets or attempts to commit such an offence or gives any fee or reward the receipt of which is an offence under the Penal Code or the Prevention of Corruption Act.18 ASSIGNMENT 18.1 This Agreement is personal to the Stallholder and shall not be assigned or novated either as to the whole or any part thereof.18.2 SAS may, by notification to the Stallholder, assign or novate the whole or any part of this Agreement to any party. The Stallholder shall be deemed to have consented to such assignment or novation which shall be effective on the date that SAS notifies the Stallholder.19 NON-PERFORMANCE19.1 SAS may without prejudice to any remedy it may have against the Stallholder for the breach or non-performance of this Agreement summarily terminate this Agreement if the Stallholder breaches any of the terms or conditions set out in this Agreement. APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 9 of 1020 LAWS OF THIS AGREEMENT 20.1 This Agreement shall be governed by and interpreted in accordance with the laws of the Republic of Singapore. 21 MEDIATION 21.1 Any dispute, controversy or difference will first be referred to the Singapore Mediation Centre within fourteen (14) days from the time it arises, in accordance with the Mediation Procedure, unless any party serves a written notice (the “Notice”) on the other party and the Singapore Mediation Centre stating that it will not submit the matter to mediation, or that it will submit the dispute for arbitration or litigation. The parties will participate in mediation in good faith and will abide by the terms of any settlement reached. The right to arbitration or litigation arises when one party serves the Notice on the other party and the Singapore Mediation Centre.22 INDEMNITY22.1 The Stallholder shall indemnify and keep SAS and its related and associated companies indemnified from and against proceedings, judgments, damages, costs, losses and expenses of any nature whatsoever and however which SAS and its related and associated companies may suffer or incur arising from or in connection with the operation of the Stall in the Cafeteria by the Stallholder, his agents or employees. 22.2 The Stallholder shall indemnify SAS or its related and associated companies against all costs, claims, liabilities, fines or other expenses whatsoever which may fall upon SAS or its related and associated companies by reason of any non-compliance of the statutory provisions, provided however, in the event that any such non-compliance or default is not traceable to any one stallholder in the Cafeteria, the said cost, claims, liablilities, fines or other expenses shall be shared equally among all stallholders in the Cafeteria and the Stallholder shall be liable to pay SAS, or its related and associated companies a pro-rated share of the same.23 STAMP FEE 23.1 The stamp fee and all other incidental expenses in connection with the preparation of this Agreement shall be borne by the Stallholder absolutely.24 AIRPORT PASS24.1 The Stallholder will bear the cost relating to applications for airport passes and other identification passes to be issued to its workers employed in performing its duties in pursuance of this Agreement and shall ensure the return of the passes to the issuing authorities for workers who are no longer under their employment or who cease to work on the premises of SAS. The Stallholder shall return all the airport passes of its workers at the termination or expiry of this Agreement unless it is extended in accordance with the provisions herein. Proof of return of the airport passes shall be furnished by the Stallholder. APPENDIX B/ SPECIMEN AGREEMENT BE/SL/2009/00041/SAS/1/1 CT1107E024 - Page 10 of 10 For each failure of the Stallholder to return airport passes and other identification passes immediately to the issuing authorities for workers who are no longer under their employment or who cease to work on the premises of SAS, the Stallholder will pay SAS liquidated damages of S$200, the sum of which the Stallholder acknowledges and agrees represents a genuine pre-estimate of the loss that SAS would suffer as a result of the Stallholder’s breach of this clause.25 NOTICES25.1 Any notices, demands and other communications to be served on either party under this agreement may be served on the receiving party by forwarding it to the receiving party at its then-prevailing registered office address or principal place of business by AR registered post, and any such notice, demand or other communication when sent by AR registered post shall be deemed effectively served 48 hours after being put in the post notwithstanding that it is subsequently returned undelivered through the post.26 COMPLIANCE WITH LAWS AND REGULATIONS 26.1 The Stallholder shall at all times comply with its obligations under the Workplace Safety and Health Act.IN WITNESS WHEREOF, the parties hereto have hereunto set their hands on the day and the year first abovewritten.SIGNED BY: ] (Name of Signatory) ] ] for and on behalf of: ] SATS AIRPORT SERVICES PTE LTD ] ______(Signature & Company Stamp) in the presence of: ] (Name of Witness) ] ______(Signature of Witness)SIGNED BY: _ ___ ] (Name of Signatory) ] ______] (Signature of Stallholder) in the presence of: ______] (Name of Witness) ] ______(Signature of Witness)

Agreement for the Operation of a Stall at Sats Airfreight Terminal 5 Staff Cafeteria At

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