L E A S E
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1. PARTIES THIS AGREEMENT, made this 12th day of May 1995 by and between
BROADWAY-NASSAU INVESTMENTS LIMITED, whose registered office is situated at
00-00 Xxxxxxxx, X/X, Xxx Xxx Xxx Xxxxx, Xxxxxxx (hereinafter called "the
LANDLORD"), of the first part; and Mdm. Xx Xxx Wah (I/D No. X000000(0)) of
33B,.Tower 0, Xxxxxxx Xxxxxxx, 00 Xxxxxxx Xxxx, Xxxx Xxxx.
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(hereinafter called "the TENANT") of the second part.
WITNESSETH AS FOLLOWS:
2. DESCRIPTION OF PREMISES The Landlord shall let and the Tenant shall
take All that portion of the following described premises (except and
reserved unto the Landlord the free passage and running of water, soil and
electricity coming from the mains or from any other premises of the Landlord
and his tenants by and through the pipes, drains, cables and wires on, under
or connected with the said premises and land or any part or parts thereof)
situate and being Tower T92/93/94 (120C/122B/122C/126A Broadway)
(hereinafter called "the building") which said portion consists of all that
Shop Space or Spaces numbered 139/140/141/143/144 and situate on the Podium
Floor of the said building as more particularly delineated on the plan
annexed hereto and thereon colored red (hereinafter called "the premises")
together with the use of the entrance staircases, landings, lavatories and
passages of the building (so far as the same are necessary to the enjoyment
of the premises) in common with the Landlord and any other tenant or tenants
of the said building.
3. TERM TO HAVE AND TO HOLD the same unto the Tenant, with the privileges
and appurtenances thereto belonging, for the term of 3 (three) year(s), and
0 month(s), 0 day(s) from and including the 1st day of May 1995.
4. RENT The Tenant shall and hereby agrees to pay in Hong Kong currency
(and in banknotes if demanded) to the Landlord at such place or places as
the Landlord may designate from time to time in writing a rental in the
aggregate sum xx.XX$3,438,000.00 (Hong Kong Dollars Three Million Four
Hundred Thirty Eight Thousand Only) exclusive, payable in equal monthly
installments, and/or fractional amounts when applicable, in advance on the
first day of each and every calendar month during the term of this lease
provided, however, that the first monthly installment shall be payable on
the date of execution by the Tenant.
5. DEPOSIT To secure the due performance and observance of the terms and
conditions herein contained the Tenant shall on the signing hereof pay to
the Landlord by way of deposit the sum of Dollars Three Hundred Two Thousand
Two Hundred Fifty Nine Only (HK$302,259.00)
Hong Kong currency. After the determination of the said tenancy and
provided the said rent hereby stipulated shall have been duly paid on due
date and all other terms and conditions herein contained shall have been
duly performed and observed by the Tenant the Landlord shall return to the
Tenant the said deposit money without interest within the period of 14 days
after the Tenant shall have duly delivered to the Landlord vacant possession
of the said premises.
6. USE The Tenant will use and occupy said premises for a Health Club
dealing in the types of merchandise and services listed below, but not by
way of limitation, and such other merchandise or services as the Landlord
may from time to time authorize in writing, and for no other purposes:
Further, not to use the said premises as a laboratory or workshop nor for
any noisy, noxious or offensive trade, business or occupation nor for the
carrying on of any vocation which may be calculated to attract to the
building or any part thereof persons of an undesirable character.
7. POSSESSION The Landlord shall not be liable for the failure to deliver
possession of the leased premises, other than to the extent of abatement of
rent from the date of the commencement of this lease to the day possession
is delivered to the Tenant on the rental basis hereinbefore set forth.
8. TENANT RESPONSIBILITIES The Tenant agrees with the Landlord as
follows:
(a) To pay the rent hereby stipulated on the date and in the manner
aforesaid without any deduction, and to pay interest on any arrears of rent
in manner provided in Clause 10(a) hereof.
(b) To keep the interior of the said premises including all fixtures
thereto in complete tenantable repair and condition throughout the term of
tenancy or occupation and to yield the same up at the determination of the
tenancy.
(c) To take all precautions to protect the interior of the said premises
against damage by storm or typhoon or the like.
(d) To permit the Landlord and its agents at all reasonable times to enter
and view the state of repair of the said premises and to carry out any
repair therein and to take inventories of the fixtures therein.
(e) To fit out the interior of the said premises in a manner suitable for
a first class shopping center using good quality materials and in a proper
and workmanlike manner and to maintain such interior fittings and fixtures
in a high standard of condition, repainting, repolishing or replacing the
same when worn or damaged.
(f) To forthwith repair and amend any defect in the interior of the said
premises of which notice shall be given to the Tenant or left on the said
premises or any part thereof.
(g) To obtain written permission from the Landlord before proceeding with
any new installation or alteration affecting the building structure,
architectural elements or finishes, electrical power and lighting systems
and plumbing and drainage systems thereof. Such permission from the
Landlord shall not relieve the Tenant of the responsibility to obtain all
necessary permits and licenses pertaining to the proposed new installation
or alteration work and the Tenant shall give all notices required and shall
comply with all Government ordinances, rules and regulations and all
regulations and by-laws of any public utility company or authority having
jurisdiction over the work.
(h) Not to do or permit to be done in or upon the said premises or any
part thereof anything which may be or become a nuisance, annoyance, damage
or disturbance to the Landlord or to any of the tenants or occupiers of the
other portion of the said building or of other property in the neighborhood
or in anywise against the law or regulations of this Colony.
(i) Not to keep or store or cause or permit or suffer to be kept or stored
any arms, ammunition gun powder, saltpetre, kerosene or other explosive or
combustible substance or hazardous goods in the said premises or do or cause
to be done or suffer or permit any act, deed, matter or thing whatsoever
which will amount to a breach or non-observance of the terms and conditions
under which the said premises are held of the Crown.
(j) Not to use the said premises or allow the same to be used for any
illegal or immoral purpose.
(k) At all times during the tenancy hereby created to observe and perform
the provisions of all Ordinances and Regulations and all by-laws, directions
and orders of the Urban Council or any other authority and to obtain from
the appropriate authority or authorities at his own expense all licenses and
permits that may be required in connection with the business carried on in
the said premises.
(1) To pay and discharge punctually during the said term of tenancy all
water, gas (if any), electricity charges, management and service charges and
rates and taxes with other outgoings now or at any time hereafter chargeable
in respect of the said premises save and except only the Crown Rent and
Property Tax. Rates @ 5.5% of rental (subject to the final assessment by
Hong Kong Government) payable monthly in advance to the Landlord, Landlord
in turn will pay to the Government. To pay Service/Management charges of
HK$9,540 (Nine Thousand Five Hundred & Forty Only) monthly, in advance,
subject to the same percentage of annual change in these charges as may be
applicable to the domestic units within Stage VIII under the Deed of
Covenant for the stage (R.P. of Section A of N.K.I.L. No. 25).
(m) To pay to the Landlord the Landlord's charges and expenses in promptly
replacing all broken or cracked glass in windows or shop front(s) on the
said premises (whether the same be broken by the negligence of the Tenant or
due to circumstances beyond the control of the Tenant) with glass of the
same quality and thickness as presently installed.
(n) To pay to the Landlord on demand the cost incurred by the Landlord in
cleansing and clearing any of the drains choked or stopped up owing to
careless use by the Tenant.
(o) At all times during the said term to keep such lavatories and water
closets and all the apparatus and equipment in connection therewith as may
be allocated to the exclusive use of the Tenant, in a good clean and
tenantable state and in proper repair and condition to the satisfaction of
the Landlord and Government authorities.
(p) Not to leave or cause or permit to be left any furniture, boxes,
goods, articles or rubbish on the stairways or landings or on any of the
passage ways of the buildings of which the premises form part or to cause
any obstruction whatsoever thereto or to the common areas in the front or on
the side of the premises.
(q) To pay to the Landlord on demand the cost incurred by the Landlord in
replacing any wash basin, sink or water closet within the said premises
which shall have been broken or damaged or in clearing any drains or sewers
that may be or become choked or stopped up through careless use by the
Tenant or members of his family, servants or licensees.
(r) To pay to The Landlord on demand the cost incurred by the Landlord in
the installation of a standard shop front, security grill and typhoon storm
boards if required. A standard type model shop front will be installed by
the Landlord at its on-site management office and an estimate of costs will
be provided to Tenant prior to installation and/or delivery in respective
premises.
(s) The Landlord's prior permission in writing will be required to permit
any person to remain in the premises overnight. Such permission shall only
be given to enable the Tenant to post watchmen to look after the contents of
the premises which shall not be used as sleeping quarters or as domestic
premises within the meaning of any Rent Ordinance for the time being in
force.
(t) Not to keep any animals, birds or livestock of any description on the
said premises.
(u) Not to affix or put up or display any signboard, sign, decoration, or
other thing whatsoever outside the said premises or on any door, wall, pier
or window except with the written approval of the Landlord. The Landlord
shall have absolute discretion in granting or refusing such approval and any
approval to be granted shall be subject to such conditions as the Landlord
may think fit. The Landlord shall not unreasonably refuse such approval.
The Landlord shall have the right to remove at the cost and expense of the
Tenant any signboard, sign, decoration or thing which shall be affixed, put
up or displayed without the prior approval of the Landlord.
(v) Not to assign, sublet or part with possession of the said premises or
any part thereof without the written consent of the Landlord.
(w) If the Tenant shall be the sole proprietor of the business of the shop
not to admit any partner during the tenancy hereby created without written
consent of the Landlord and if the Tenant shall consist of partners not to
admit any new partner during the said tenancy without written consent of the
Landlord.
(x) To observe and comply with such rules and regulations as may be made
from time to time by the Landlord in respect of the use of the said premises
by the Tenant.
(y) Quietly to yield up the said premises together with the fixtures and
additions thereto at the expiration or sooner determination of the said
tenancy in good clean and tenantable repair and condition.
(z) Not to do or permit to be done any act or thing whereby the policy or
policies of insurance on the premises against damage by fire or against
claims by Third Parties for the time being subsisting may become void or
voidable or whereby the rate of premium or premiums thereon may be
increased, and to repay to the Landlord on demand all sums paid by the
Landlord by way of increased premium or premiums thereon and all expenses
incurred by the Landlord in and about any renewal of such policy or policies
rendered necessary by a breach of this term.
(zz) Not to do anything which constitutes a breach of any of the terms and
conditions contained in the Conditions of Exchange No. 9082 under which the
said Kowloon Inland Lots Numbered 5087, 5086, 5085 are held from the Crown
or which constitutes a breach of the particulars and conditions for the
Grant of New Kowloon Marine Lot Number 25.
9. LANDLORD RESPONSIBILITIES The Landlord hereby agrees with the Tenant:
(a) That the Tenant, upon paying said rent and performing the covenants of
this lease, shall and may quietly have, hold and enjoy the said premises
during the term hereof.
(b) To pay the Crown Rent and Property Tax in respect of the said premises
during the said term of tenancy. To pay rates following receipt of same
from Tenant.
(c) To keep the roof and the main drains and pipes and all the main walls
of the said premises in a proper state of repair provided that the
Landlord's liability hereunder shall not be deemed to have arisen unless and
until written notice of any want of repair of the same shall have been
previously given by the Tenant to the Landlord and the Landlord shall have
failed to take steps to repair the same after the lapse of a reasonable
time.
(d) To keep the exterior common areas of the shop premises in tenantable
repair.
10. PROVIDED ALWAYS and it is hereby expressly agreed and declared that:
(a) If the rent hereby stipulated or any part thereof shall be unpaid for
15 days after becoming payable (whether legally or formally demanded or not)
or if the Tenant shall fail or neglect to perform or observe any term and
condition herein contained and on the Tenant's part to be performed or
observed or if the Tenant or other the person in whom for the time being the
term of tenancy shall be vested shall become bankrupt or in the case of a
limited company shall go into liquidation or if a petition in bankruptcy
against the Tenant, or a petition for the winding up if the Tenant is a
limited company, shall have been filed or if the Tenant shall enter into any
composition or arrangement with creditors or shall suffer the Tenant's goods
to be levied on execution then and in any of the said cases it shall be
lawful for the Landlord at any time thereafter with or without notice being
given to the Tenant to determine this Agreement and to re-enter upon the
said premises or any part thereof in the name of the whole but without
prejudice to any right of action of the Landlord in respect of any breach of
the Tenant's terms and conditions herein contained. If the Landlord elects
to give notice to the Tenant then a written notice served by the Landlord on
the Tenant or left at the last known registered office or otherwise address
of the Tenant or at the said premises to the effect that the Landlord
thereby exercises the power of determination and/or re-entry hereinbefore
contained shall be a full and sufficient exercise of such power
notwithstanding any statutory or common law provision to the contrary. All
costs and expenses incurred by the Landlord to demand for the payment of the
rent (if the Landlord elects to demand) or with a view to exercising the
said rights or remedies or attempting to do the same shall be repaid by the
Tenant and is recoverable from him as a debt. Provided always that the
Landlord is under no obligation to demand for the payment of the rent or to
serve the said notice before the Landlord exercises the said rights and
remedies. Provided also that without prejudice to the Landlord's said
rights and remedies if the said rent or any part thereof shall be unpaid for
15 days after becoming payable the Tenant will in addition to the unpaid
rent pay to the Landlord interest on so much of the said rent as shall for
the time being be unpaid at the rate of 1.5% per month from the time of such
unpaid rent becoming payable until full payment.
(b) Acceptance of the rent by the Landlord shall not be deemed to operate
as a waiver by the Landlord of any right to proceed against the Tenant in
respect of a breach by the Tenant of any of his obligations hereunder.
(c) The Landlord shall not be under any liability whatsoever to the Tenant
or any other person whomsoever in respect of any damage sustained by the
Tenant or such other persons as aforesaid caused through or in any way owing
to the overflow of water from any part or portion of the said premises. The
Tenant shall fully indemnify the Landlord against all claims, demands,
actions and legal proceedings whatsoever made upon the Landlord in respect
of any damage or injury to any person whomsoever caused by or through or in
any way owing to any such overflow of water as aforesaid from any part or
portion of the said premises or caused by negligence of the Tenant.
(d) The tenant further agrees that if any damage is caused to the Landlord
or to any person whomsoever directly or indirectly through any defective or
damaged condition of any part of the interior of the said premises
(including doors, windows and Landlord's fixtures) the Tenant shall be
wholly responsible therefore and shall make good the same by payment or
otherwise and shall fully indemnify the Landlord against all claims,
demands, actions and legal proceedings whatsoever made upon the Landlord by
any person in respect thereof.
(e) During the two months immediately preceding the determination of the
said term of tenancy, the Landlord shall be at liberty to affix and retain
without interference upon any external part of the said premises a notice
for re-letting the same and the Tenant shall permit persons with written
authority from the Landlord or its agents at reasonable times of the day to
view the said premises or any part thereof.
(f) If the premises or any part thereof are rendered uninhabitable by
fire, water, storm, wind, typhoon, defective construction, white ants,
earthquake, subsidence of the ground or any calamity beyond the control of
the Landlord and not attributable to any failure by the Tenant to observe
and carry out the terms of this Agreement the rent or a part thereof
proportioned to the extent to which the premises shall have been so rendered
uninhabitable shall xxxxx and cease to be payable until the same shall have
been again rendered fit for occupation Provided always that the Landlord
shall not be required to reinstate the premises if by reason of the
condition of the same or any local Regulations or other circumstances beyond
the control of the Landlord it is not practicable or reasonable to do so.
(g) Should the Tenant with the express or implied consent of the Landlord
continue in occupation of the said premises or any part thereof after the
expiration of the said term of tenancy or any renewal thereof the Tenant
shall be considered to be a calendar monthly Tenant and shall give one
calendar month's notice of his intention to quit and shah be bound to quit
the premises upon receiving one calendar month's notice in that behalf from
the Landlord such notice to expire at the end of any current month of the
tenancy.
(h) For the purpose of these presents any act, default or omission of the
agents or servants of the Tenant or his visitors, licensees and invitees
shall be deemed to be the act, default or omission of the Tenant.
(i) For the purpose of the Distress for Rent Ordinance (Chap. 7) and for
the purpose of these presents the rent in respect of the said premises shall
be deemed to be in arrear if not paid within 15 days from the time
stipulated by Clause (a) hereof. All costs and expenses for and incidental
to the distraint shall be paid by the Tenant and shall be recoverable from
him as a debt.
(j) The Tenant shall under any circumstances deliver up vacant possession
of the said premises to the Landlord at the expiration or sooner
determination of the said term of tenancy notwithstanding any rule or law or
equity to the contrary.
(k) The Tenant hereby expressly agrees to deprive himself of his right to
protection against ejectment provided by any existing or future legislation,
if any, should such legislation be applicable to the said premises.
(1) The Stamp Duty on this Agreement and its Counterpart shall be home by
Landlord and Tenant in equal share.
(m) It is hereby declared that in the construction of these presents with
reference to the Tenant, unless the contrary intention appears, words
importing the masculine gender shall include feminine and neuter genders and
words in the singular shall include the plural.
(n) At the determination of tenancy, to return to the Landlord in
tenantable repair all the Landlord's fittings and fixtures on the premises
(fair wear and tear excepted) and to replace with similar articles of at
least equal value or if the Landlord so requires pay to the Landlord the
value of any of the said fixtures and fittings which may be destroyed or so
damaged as to be incapable of being restored to its former condition.
(o) EXAMINATION OF PREMISES The Tenant's taking possession of premises
shall be conclusive evidence of receipt of them in satisfactory order and
condition. This lease is subject to the following special covenants by the
Tenant: NONE.
(p) The Tenant acknowledges that no fine, premium, key money or other
consideration has been paid by the Tenant to the Landlord for the grant of
this lease.
(q) This Tenancy Agreement sets out the full agreement between the
parties. No other warranties or representations have been made or given
relating to the Landlord, the Tenant, the said building or the said premises
or if any warranty or representation has been made the same is hereby
waived.
AS WITNESS the hands of the parties hereto the day and year first above
written.
SIGNED by the Landlord LANDLORD
in the presence of:- By: /s/ Authorized Signatory
/s/ Authorized Signatory BROADWAY - NASSAU INVESTMENTS LIMITED
SIGNED by the Tenant TENANT
in the presence of By /S/ Xxx Xxx Ho
/s/ Xxxxxx Xxx ---------------------
Xxx Xxx Ho
