TENANCY AGREEMENT ( *) - 香港歷史文物23.5.2011).pdfTenancy Agreement Tender Reference: CHO-HPM02/11 Revitalisation of the Haw Par Mansion - Tenancy Agreement /P.3- solely liable

Tenancy Agreement

Tender Reference: CHO-HPM02/11 Revitalisation of the Haw Par Mansion

- Tenancy Agreement/P.1 -

TENANCY AGREEMENT (for reference only*)

(*Save for the General Conditions, other details and particulars herein contained will be refined based on the

successful tenderer’s submission, clarification and other documents as appropriate.)

AN AGREEMENT made this [day] day [month] of [year] between the Commissioner for Heritage on behalf of the Government of the Hong Kong Special Administrative Region (“the Landlord”) of the one part and [Full name of Tenant] (“the Tenant”) of the other part WHEREBY IT IS AGREED AS FOLLOWS :

GENERAL CONDITIONS

1. THE LANDLORD LETS AND THE TENANT TAKES from the

date referred in Clause 2(a) of the First Schedule to this Agreement or such other day as may be agreed by the parties (“Commencement Date”) ALL THAT piece or parcel of ground short particulars of which are set out in the First Schedule and for the purpose of identification only shown coloured pink, pink stippled black, pink hatched black and pink cross-hatched black on the plan in Annex A TOGETHER WITH such buildings or structures erected thereon or on part thereof as are specified in the First Schedule (which land and structure(s) are hereinafter referred to as “the Premises”) for the term, at the rent and for the purpose(s) specified in the First Schedule.

** Titles in this column are temporary for ease of reference and may not be accurate.]

2. THE TENANT HEREBY AGREES WITH THE LANDLORD as follows:

[pay rent] (a) To pay the rent as specified in the First Schedule on the days stipulated therein;

[use of premises according to First Schedule]

(b) Not to use or permit or suffer the use of the Premises or any part thereof for any purpose other than such purposes as are specified in the First Schedule;

[not to erect fixture/structure w/o approval]

(c) Not to erect or allow to remain on the Premises including the garden, any building, fixture or structure without the prior consent of the Landlord in writing, save for those set out in Clause 5 of the First Schedule;

[not to alter/demolish structure w/o approval]

(d) Not to alter or demolish any building, fixture or structure erected on the Premises including the soft and hard landscaping thereof without the prior consent of the Landlord in writing;

[arrange for utilities supplies & pay

(e) To make such arrangements for the supply and consumption of electricity, gas, water, telecommunications and all other

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- Tenancy Agreement /P.2-

charges] utilities to the Premises as the Tenant shall require and to pay all charges in connection therewith including the cost and expense of installation and maintenance thereof and, on termination of this Agreement, if disconnection of utilities and/or dismantling of pipes, wires, cables, meters, switches and any other apparatus ancillary thereto is required by the Landlord, the cost and expense of such disconnection and/or dismantling;

[maintain the premises and the inventory in good condition]

(f) To maintain and keep to the satisfaction of the Landlord the Premises, including without limitation, the soft and hard landscaping, the inventory enumerated in the inventory list in Annex B, the boundary walls together with the “Overhanging Historic Structures” referred in the Conditions of Exchange of Hong Kong Inland Lot No. 8972 belonging thereto in good and tenantable repair and condition and (subject to Clause 2(h) of the General Conditions) so to hand over the same on termination of this Agreement;

[no assignment of property]

(g) Not to assign, mortgage, charge, demise, underlet, part with the possession of or otherwise dispose of the Premises or any part thereof or any interest therein or enter into any agreement so to do;

[yield up possession] (h) To yield up the Premises with vacant possession to the

Landlord at the expiration of the tenancy or sooner termination of this Agreement in good, clean and tenantable repair and condition in accordance with the stipulations contained herein. The Tenant shall, if so required by the Landlord, at his own cost and expense before the expiration or sooner termination of the tenancy clear all occupation, reinstate and [remove debris, all or any structure or fixture or addition including foundation, paving or other surfacing which is then standing on or forms part of the Premises (only if they were erected or installed by the Tenant)(may be replaced with specific items at the time of signing)], make good and repair in a proper and workmanlike manner any damage to the Premises and thereafter fence and landscape the Premises to the satisfaction of the Landlord and without any compensation thereof being paid by the Landlord to the Tenant;

[construct drains] (i) To construct and maintain at the Tenant’s own cost and expense, to the satisfaction of the Landlord, such drains and channels, whether within the boundaries of the Premises or upon adjacent Government land, as the Landlord may consider necessary to intercept and convey into the nearest stream-course, catchpit, channel, or storm-water drain all water which may fall or flow on to the Premises and to be

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solely liable for, and to indemnify the Landlord and his officers from and against all actions, claims, liabilities and demands arising out of any damage or nuisance caused by such water;

[use of water] (j) Not to use water from any Government mains for any

purpose without the prior consent of the Water Authority in writing;

[permit landlord & his agents to inspect the Premises & the operation & to repair if required]

(k) (i) To permit the Landlord, his servants or agents at all reasonable times to enter the Premises to view the state and condition thereof and the operation of the Tenant’s business, the area for interpretation and guided tours; and in the event of there being any problem or want of repair or maintenance then and there found, to give or leave on the Premises a written notice to the Tenant, who shall within one (1) month after such notice (or sooner if required) rectify, make good and repair the same in accordance with such notice and the Tenant's obligations in that behalf herein contained;

(ii) To permit the Landlord, his servants or agents at all

reasonable times with or without notice to enter upon the Premises or any part thereof for the purpose of inspecting the same so as to ascertain that there is no breach of or failure to observe any of the terms and conditions herein contained;

[indemnify the landlord against all claims]

(l) To indemnify and keep the Landlord, his officers, contractors and workmen indemnified against

(i) all actions, suits, liabilities, costs, expenses, claims,

demands and losses (whether financial or otherwise) whatsoever and howsoever arising directly or indirectly out of any breach of the terms and conditions of this Agreement or out of or in connection with the occupation and use of the Premises by the Tenant or the operation of the Tenant’s business or otherwise including but not limited to all liabilities arising out of the negligence of the Tenant or his servants, employees, agents or contractors or any person not a party to this Agreement;

(ii) all liabilities on the part of the Landlord under the

Occupiers Liability Ordinance (Cap. 314); (iii) all liabilities arising out of anything done or omitted

to be done by the Tenant in respect of any safety

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measures or works which the Tenant is required to undertake and fulfil in compliance with Clause 18 of Special Conditions as specified in the Second Schedule;

(iv) any damage or soil and groundwater contamination

caused to the Premises or any adjacent or adjoining land where such damage or soil and groundwater contamination has, in the opinion of the Landlord, arisen out of any use of the Premises, or any development or redevelopment affecting the Premises or part thereof or out of any activities carried out on the Premises or out of any other works carried out thereon by the Tenant whether such use, development or redevelopment, activities or works are in compliance with the terms and conditions of this Agreement or in breach thereof; and

(v) the use of intellectual property rights at the

Premises;

[pay rates, tax] (m) To pay and discharge all existing and future rates, taxes, assessment, duties and outgoings whatsoever which are now or during the term of the tenancy shall be imposed, assessed or charged upon the Premises or the Tenant in respect thereof;

[perform/comply with obligations/ conditions]

(n) To perform and observe the obligations contained in the Second Schedule and the Technical Schedule and comply with all other conditions as stipulated in this Agreement;

[insurance] (o) At the Tenant’s own cost and expense to insure and keep

insured at all times during the tenancy hereby created all the Premises of an insurable nature with insurers previously approved in respect thereof in writing in the name of the Tenant with the interest of the Landlord noted on the policy and with the policy containing such terms and conditions for the protection of the Landlord as the Landlord may reasonably require to avoid the interests of the Landlord being prejudiced by any act, neglect or default of the Tenant or of any other occupier, or any licensee or invitee of the Tenant, against loss or damage or cost and expense (including but not limited to any legal cost and expense that may be incurred by the Landlord or that may be awarded against the Landlord or the Landlord agrees to pay) or anything that the Landlord may be obliged to do arising directly or indirectly out of or in connection with the occupation or use of the Premises by the Tenant, including but not limited to damage or loss by fire, civil commotion,

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explosion, earthquake, subsidence, landslip, heave, collision by aircraft or parts of aircraft, articles dropped therefrom, flood, storm, lightning, burst pipes, theft, malicious damage, costs of removal of graffiti, impact, and such other risks and contingencies as the Landlord may from time to time require to the full replacement value or reinstatement cost and expense from time to time including architects’, surveyors’, engineers’ and any other professional fees, including, and, for sufficient cover against the death of or personal injury to or illness or disease contracted by any person and loss or damage or legal costs suffered or paid by any person with the occupation or use of the Premises by the Tenant;

[pay premium of insurance]

(p) Duly pay within forty eight hours of the same becoming due all premium or other money necessary for effecting and keeping up such policies of insurance and to produce to the Landlord the said policy or policies of such insurance and proof of such payments within seven days of the premium becoming due failing which the Landlord may take out or renew such policy or policies in any sum the Landlord may deem expedient; all money expended by the Landlord therein shall be reimbursed by the Tenant on demand and shall bear interest at the rate of two per centum per annum above the prevailing best lending rate of the Hongkong and Shanghai Banking Corporation Limited from the date of payment by the Landlord;

[money received from insurance]

(q) (i) Unless otherwise provided, the insurance policy or policies effected or maintained in relation to the Premises by the Tenant (whether or not in pursuance of the obligations herein) shall provide that all insurance proceeds payable thereunder shall be paid to the Landlord. All money received or to be received under the said policy or policies are hereby charged to and shall be paid to the Landlord (or if not paid by the insurers directly to the Landlord shall be held on trust for the Landlord) and shall at the option of the Landlord be applied in replacing, restoring, repairing or reinstating the Premises, fixtures, fittings or other assets destroyed, damaged or lost or settlement of any claim for loss, damage, death, personal injury, illness, disease or cost in respect of the Premises or for the recovery by the Landlord of any of his cost, expense, loss or damage or the like (any deficiency being made good by the Tenant);

(ii) In case the Tenant elects to effect a separate insurance policy solely to cover his equipment, furniture, artwork, and any other belongings but not

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form part of the fixtures or fittings of the Premises, the said separate policy may provide that all insurance proceeds payable thereunder shall be paid to the Tenant, provided that all money received or to be received under the said separate policy shall be used by the Tenant in relation to the Premises only. For the avoidance of doubt, the items listed in the inventory set out in Annex B shall not be included in the said separate policy;

[if insurance become void]

(r) Should any policy of insurance be rendered void or should any liability on the part of any insurer be avoided due to the act, neglect or default of the Tenant, or any other occupier or any licensee or invitee of the Tenant, the Tenant shall at his own cost and expense replace, restore, repair or reinstate the Premises and any fixtures, fittings or other assets to the satisfaction of the Landlord. Should the Tenant fail to perform his obligations as above, it shall be lawful for the Landlord, his agents, contractors or workmen to enter upon the Premises to carry out such works as the Landlord considers necessary and expedient to remedy such failure. The cost and expense of all such work shall be payable by the Tenant to the Landlord on demand;

[indemnify the landlord against breach of laws]

(s) To obey and comply with and to indemnify the Landlord against the breach of any ordinances, regulations, by-laws, policies, codes of practice, rules, requirements, instructions, guidelines of any Government departments or authorities relating to the use and occupation of the Premises, or any other act, deed, matter or thing done, permitted, suffered or omitted therein or thereon by the Tenant or any employee, agent, invitees or licensee of the Tenant or any other matter related thereto;

[upgrading of slopes and retaining walls]

(t) (i) To design and carry out necessary upgrading works, including the associated temporary works, to the designated retaining walls or sections thereof, namely No. 11SE-A/R17 and sub-division 1 of No. 11SE-A/R15 to meet the prevailing safety standards and to the satisfaction of the Building Authority (“BA”), the Geotechnical Engineering Office (“GEO”) of the Civil Engineering and Development Department, Antiquities and Monuments Office (“AMO”) and the Landlord;

(ii) All permanent upgrading works to the designated

retaining walls or section(s) thereof shall be confined within the boundary of the Premises. Such upgrading works shall not alter the existing external appearance or cause any adverse visual impact to the said retaining walls or sections thereof and shall be carried out to the

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satisfaction of the Landlord.

[Provision of lift] (u) (i) To use best endeavours to provide a lift at “the Ancillary Site” as described in the First Schedule hereto [or other location] for conveying visitors from the level of Tai Hang Road to the level of “the Garden” as described in the First Schedule hereto [and construct a footbridge connecting the lift at the Ancillary Site to the Garden if the lift is provided at the Ancillary Site]; and

(ii) The design of the lift shall be elegant and in harmony

with the Premises and the adjoining environment. At least one side of the lift shall be glazed to allow visitors’ viewing of the surrounding environment from inside the lift should the lift be provided at the Ancillary Site.

3. THE LANDLORD HEREBY AGREES WITH THE TENANT as

follows:

[quiet possession & enjoyment] Maintenance of the retaining walls and building structure

(a) To permit the Tenant on his duly paying the rent and observing and performing all the obligations on his part herein contained to have quiet possession and enjoyment of the Premises without any interruption by the Landlord or anyone lawfully claiming under or in trust for the Landlord until such time as this Agreement is determined;

(b) To be responsible for structural maintenance and external

repairs of the existing structures listed in Items (i), (ii), (iii) & (vi) of Clause 5(a) of the First Schedule hereto (including the maintenance of the designated retaining walls referred in Clause 2(t) hereof), after the Tenant has completed all the upgrading works in the manner prescribed therein to the satisfaction of the Building Authority, the GEO and the Landlord; or has commenced its business in pursuance of Clause 4(a) hereinbelow; whichever is later;

(c) To be responsible for maintenance of new structures such as

plant room(s) and the lift enclosure [together with the footbridge, if any] after the Tenant has completed the construction works to the satisfaction of the Building Authority and the Landlord; or has commenced its business in pursuance of Clause 4(a) hereinbelow; whichever is later. For avoidance of doubt, the Landlord will not be responsible for maintenance of plant, equipment, lift or the like within the new structures; and

(d) To keep in repair the undisturbed retaining walls.

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4. IT IS HEREBY MUTUALLY AGREED BY AND BETWEEN

THE PARTIES HERETO as follows:

[completion of works and commencement of business]

(a) The Tenant shall at his own cost and expense carry out and complete the works set out in the Third Schedule expeditiously in a proper manner and obtain all the approvals, licences, permits and consents required for the operation of the Tenant’s business and to the satisfaction of the Landlord within 24 months of taking over possession of the Premises or part thereof pursuant to Clause 2(a) of the First Schedule; whereas any extension of time shall be granted at the sole discretion of the Landlord, and thereafter continue to use the Premises for the purposes of conducting the Tenant’s business as specified in the First Schedule, in all respects to the satisfaction of the Landlord and in accordance with all applicable laws;

[not commence/operate satisfactorily (breach 4a) tenancy shall cease]

(b) That if it is at any time shown to the satisfaction of the Landlord that there has been a material breach of Clause 4(a) hereof and the Tenant fails to remedy or rectify such breach within a reasonable time after receipt of notice of demand in writing from the Landlord, the Landlord shall be entitled to terminate the tenancy hereby created by giving to the Tenant a notice in writing to such effect to expire at any time after one (1) month from the date of giving of the notice (whether within the term in the First Schedule or otherwise) without payment of compensation or refund of any rent paid or any part thereof. Upon expiration of such notice and without prejudice to any right of action of the Landlord in respect of any breach, non-performance or non-observance of other terms and conditions herein contained, the tenancy shall cease and determine and the Tenant shall quit and deliver vacant possession of the Premises in accordance with the terms and conditions of this Agreement;

[determine this Agreement due to rent unpaid, bankrupt, liquidation]

(c) That (i) in case of rent or any other payment payable by the Tenant to the Landlord, or any part thereof shall be in arrears and unpaid for twenty-one (21) days after the same shall have become due (whether formally demanded or not), or (ii) if there is any material breach, non-performance or non-observance of any of the terms and conditions to be observed by and on the part of the Tenant herein contained and the Tenant fails to remedy or rectify such breach within a reasonable time after receipt of notice of demand in writing from the Landlord, or (iii) if the Tenant shall become bankrupt or, being a company, shall enter into liquidation whether compulsory or voluntary (save for the purpose of reconstruction or amalgamation), or shall enter

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into any composition with his creditors or suffer any distress or execution to be levied upon his goods, or (iv) the Tenant shall commit a breach of any of the representation or warranties of this Agreement, or (v) the Landlord is at any time not satisfied with the performance of the Tenant in respect of this Agreement and the Tenant fails to remedy or rectify the same within a reasonable time after receipt of notice of demand in writing from the Landlord to the satisfaction of the Landlord, then, and in any of the said cases, it shall be lawful for the Landlord to terminate this Agreement by giving to the Tenant not less than one (1) month’s prior notice in writing to the Tenant and the Landlord may at any time after expiration of the notice of termination re-enter upon the Premises or any part thereof in the name of the whole, and thereupon this Agreement shall absolutely determine, but without prejudice to any right of action of the Landlord in respect of any breach, non-performance or non-observance of the said terms and conditions and in the event of such re-entry the rent or other payment already paid or any part thereof shall not be refunded and no compensation whatsoever shall be payable to the Tenant by the Landlord;

[tenant to pay interest for rent unpaid]

(d) That in the event of rent or any other payment payable by the Tenant to the Landlord or any part thereof not being paid on the payment due date (whether formally demanded or not) the Tenant shall pay interest to the Landlord on such amount as is unpaid on the due date or dates calculated from the day immediately following the due date or dates until payment of all payments due and the interest at an annual rate of two (2) per cent over the average of the rates from time to time quoted by the three note-issuing banks in Hong Kong as their respective best lending rates for Hong Kong dollars thereon has been paid by the Tenant to the Landlord in accordance with this Agreement;

[schedules and annexes]

(e) Unless otherwise stated, all schedules, annexes and appendices form part of this Agreement;

[structures shall comply with all legislation and the Conservation Management Plan]

(f) That subject to Clause 2(c) of the General Conditions, any fixture, structure or building erected or to be erected by the Tenant on the Premises shall in all respects comply with all statutes and regulations, as well as the Conservation Management Plan as defined in the Technical Schedule. The Premises is handed over to the Tenant on an “as is” basis. The Landlord has given no warranty, expressed or implied, as to the suitability, physical condition or state or safety of any structure or building or structures or buildings existing on the Premises or any part or parts thereof for the use hereby permitted, whether in accordance with the terms and

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conditions in the tenancy or otherwise. The tenancy hereby created shall not be construed so as to condone any structures existing on the Premises not complying with the provisions of the Buildings Ordinance (Cap.123), the Fire Safety (Commercial Premises) Ordinance (Cap.502) and all other ordinances or any regulations made thereunder and any amending legislations and appropriate action under the said ordinances or any other enactment may be taken at any time by the Landlord or the relevant third party;

[no compensation for water flow, landslip]

(g) That no compensation shall be payable by the Landlord to the Tenant in respect of any loss or damage caused to the Tenant or others by reason of any water flowing on to the Premises or landslip or subsidence on, to, of or from the Premises;

[landlord has full power to terminate and re-enter the premises by giving six (6) months’ notice]

(h) (i) That the Landlord shall have full power to terminate this Agreement and resume, re-enter upon and retake possession of all or any part of the Premises if the same shall be required for the improvement of the Hong Kong Special Administrative Region (“Hong Kong”) or for any other public purpose whatsoever (as to which the decision of Chief Executive of Hong Kong shall be conclusive) on giving to the Tenant not less than six (6) months’ prior notice in writing to that effect;

(ii) Upon the expiration of the said notice and without

prejudice to the Landlord’s right to enforce any antecedent breaches, the tenancy of the land so resumed shall cease and determine and the Tenant shall quit and deliver up possession of the land so resumed and the building(s) or structure(s) thereon, and compensation in such amount as the Landlord shall in its absolute discretion deem fit for the residual/ depreciated value of the capital investment made by the Tenant shall be payable by the Landlord to the Tenant.

[serving of notice] (i) That any notice to be served by the Landlord or his officers

under the terms and conditions of this Agreement shall be sufficiently served on the Tenant if addressed to him and sent to the Premises by registered post or forwarded to him by post or left at his last known address or in the case of a corporation forwarded to it by post or left at his registered office, and such notice, if sent by post, shall be deemed to be delivered in due course of post at the address to which it is sent;

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[tenant shall not cause nuisance]

(j) That the Tenant shall not do or permit or suffer anything to be done at any time in or upon the Premises or any part thereof which may be or become a nuisance or annoyance or injurious or dangerous to health or which may cause damage or inconvenience to the Landlord or to the owners or occupiers of any adjoining or neighbouring lot or lots or premises;

(k) That Tenant shall not allow the Premises to be used as

sleeping quarters, campsite or for any residential purposes;

[tenant shall keep the premises tidy, otherwise, landlord may remove the same on his behalf at his cost and expense]

(l) That the Tenant shall at all times during the term of the tenancy at his own cost and expense remove from the Premises any derelict vehicle, litter, waste or any matter which may be or become a nuisance or annoyance or injurious or dangerous to health or which may cause damage or inconvenience to the Landlord or to the owners or occupiers of any adjoining or neighbouring lot or lots or premises and tidy up to the satisfaction of the Landlord the area in which the derelict vehicle, litter, waste or matter is found. In the event of the non-fulfilment by the Tenant of his obligation under this sub-clause, the Landlord and his officers, agents, contractors, workmen or other duly authorized personnel, including but not limited to the Director of Food and Environmental Hygiene and his officers, contractors, his or their workmen (“the authorized persons”), with or without tools, equipment, plant, machinery or motor vehicles shall, upon reasonable prior notice being given to the Tenant, have the right of ingress, egress and regress to and from and through the Premises free of cost and expense at all reasonable times to remove or otherwise dispose of any derelict vehicle, litter, waste or matter from the Premises and tidy up the area in which the derelict vehicle, litter, waste or matter is found at the cost and expense of the Tenant who shall pay to the Landlord on demand a sum equal to the cost and expense thereof, such reasonable sum to be determined by the Landlord. The Landlord and the authorized persons shall have no liability in respect of any loss, damage, nuisance or disturbance whatsoever caused to or suffered by the Tenant arising out of or incidental to the exercise by him or them of the right of entry conferred under this sub-clause, and no claim shall be made against him or them by the Tenant in respect of any loss, damage, nuisance or disturbance;

(m) That wherever in this Agreement it is provided that:

[landlord shall carry out any works for

(i) the Landlord or his duly authorized officers shall or may carry out works of any description on the

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Tenant at Tenant’s cost and expense]

Premises or any part thereof or outside the Premises (whether on behalf of the Tenant or on the failure of the Tenant to carry out such works or otherwise) at the cost and expense of the Tenant or that the Tenant shall pay or repay to the Landlord or to his duly authorized officers on demand the cost and expense of such works, such cost and expense shall include such supervisory and overhead charges as may be fixed by the Landlord or by his duly authorized officers; or

[Landlord to give consent at sole discretion]

(ii) the prior approval or consent of the Landlord or his duly authorized officers is required, they may give the approval or consent on such terms and conditions as they see fit or refuse it at their absolute discretion;

[tenant's representative]

(n) (i) The Tenant shall ensure that, both during and after the term of this tenancy, there is at all times, until there are no outstanding rights or obligations or liabilities hereunder, one of his senior management officers or representatives appointed in writing as the person principally responsible for all matters in connection with this Agreement;

(ii) The Landlord shall be entitled to rely on the

authority of the person referred to in Clause 4(n)(i) of the General Conditions to receive notice for, act for and commit the Tenant in regard to all matters in connection with this Agreement;

[retain team and engage registered contractors]

(iii) The Tenant shall retain the same organisation set-up and personnel as that proposed in the tender submission and only engage registered general building contractors under the Buildings Ordinance (Cap.123) to carry out all matters and his obligations hereunder.

[obtain Landlord’s approval for change of personnel]

(iv) The Tenant may at any time by notice to the Landlord in writing terminate any appointment so made and, in such case, the Tenant shall subject to the Landlord’s approval appoint a replacement who should possess equivalent or better qualifications/experience than his predecessor within a reasonable time;

[publicity]

(o) (i) The Tenant shall submit to the Landlord for approval all advertising or other publicity material relating to this Agreement or the Premises or the Project as

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defined in Clause 1.4 of the Technical Schedule or other work done or matter arising out of or in connection with this Agreement wherein the Landlord, government departments, bureaux, committees, organisations or the like or their officers is mentioned or language used from which a connection with any of them or the involvement, endorsement of the Landlord, Government departments, bureaux, committees, organisations or the like or their officers, can reasonably be inferred or implied. The Tenant shall not publish or use any such advertising or other publicity material or the logo or emblem or mark or the like of the Landlord, government departments, bureaux, committees, organisations or the like without the prior consent of the Landlord in writing;

(ii) The Tenant shall ensure that no one connected with

the Tenant or this Agreement shall use, infer or imply any association therewith for promoting the individual, financial, political or evangelical interests of the Tenant and/or any other persons;

[confidentiality & use of info’ & data]

(p) The Tenant shall not at any time during or after the termination of this Agreement disclose to any third party any confidential information relating to this Agreement or the Project or which is the property of the Landlord or which otherwise relates to his business, secrets, dealings, transactions or affairs but the restriction under Clause 4(p) of the General Conditions shall cease to apply to confidential information which may come into the public domain otherwise than through the fault or negligence of the Tenant. The Landlord reserves the right to make use of/disclose information in respect of this Agreement and its related information as necessary for the purposes of reporting to the Legislative Council, departments, authorities, enforcement agencies or courts. This Clause 4(p) of the General Conditions shall survive completion or termination of this Agreement;

[assignment]

(q) (i) The benefit of this Agreement is personal to the Tenant and not assignable and the rights given in and the benefits of this Agreement may only be exercised by the Tenant;

(ii) The Landlord may assign and transfer all or any of his rights and obligations under this Agreement to any party without the consent of the Tenant;

[mode of payment] (r) Each payment to be made by the Tenant under this

Agreement shall be made in Hong Kong currency

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(together with any tax, duty or levy applicable thereto) without set-off or counterclaim and free and clear of and without any deduction or withholding of any kind whatsoever to the account as may be notified by the Landlord from time to time, or by such other method as the Landlord shall specify in writing from time to time;

[interest] (s) Without prejudice to any right of the Landlord arising from

the breach by the Tenant of his payment obligations under this Agreement, the Tenant shall pay to the Landlord interest from the day following the due date until the date on which payment is received by the Landlord at an annual rate of two (2) percent over the average of the rates from time to time quoted by the three note-issuing banks in Hong Kong as their respective best lending rates for Hong Kong dollars on:

(i) any sum of money not received by the Landlord on

their respective due date for payment; and

(ii) any sum paid by the Landlord in default of the Tenant’s obligations under this Agreement from the date of payment by the Landlord.

For the avoidance of doubt, any payment of interest by the Tenant pursuant to Clause 4(s) of the General Conditions shall be without prejudice to any right of the Landlord arising from the breach by the Tenant of his payment obligations under this Agreement;

[cost and expense] (t) (i) Each party shall pay his own legal cost and expense

in connection with the preparation and completion of this Agreement;

(ii) The Tenant shall pay to the Landlord on demand by

the Landlord in writing all costs and expenses including but not limited to the government administrative fees, legal costs (on an indemnity basis), surveyors’, auditors’, architects’ and engineers’ fees and bailiffs’ costs incurred by the Landlord:

(a) resulting from any default of the Tenant’s

obligations; (b) of and incidental to the supervision of all

reinstatement and restoration works of the Premises by the Tenant; and

(c) in the preparation and service of any notices or proceedings relating to any breach of this Agreement by the Tenant and the taking of

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any steps subsequent to any such notice;

(iii) The Landlord may present this Agreement to the Land Registry for registration;

[variation] (v) Any variation of this Agreement must be in writing and

signed by both parties to be effective. Any approval or consent of the Landlord and the Tenant must be in writing;

[waiver] (w) In respect of the Tenant, time shall be of the essence of this

Agreement but the waiver by the Landlord of any breach of any term of this Agreement shall not prevent subsequent enforcement nor be deemed a waiver of any subsequent breach. Any waiver or consent shall be effective only in the instance and for the purpose for which it is given;

[partnership] (x) Nothing contained in this Agreement shall constitute or be

construed to be or create a partnership or joint venture or the relationship of principal and agent between the Landlord and the Tenant;

[severability] (y) If any term of this Agreement or its application to any

circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement and the application of that term to other circumstances shall not be affected thereby, and each term of this Agreement shall be valid and enforceable to the fullest extent permitted by law;

[consent] (z) (i) Any approval, consent, determination, expression of

opinion, expression of satisfaction, expression of acceptability or the like of the Landlord; (“Approval”) referred to in this Agreement may be given or withheld (except where otherwise specified herein) in the absolute discretion of the Landlord and without giving any reasons therefor, and if such Approval is given, the same may be given upon and subject to such terms and conditions as the Landlord may in his absolute discretion think fit;

(ii) The Tenant agrees that any decision of the Landlord

to give or withhold Approval shall not give rise to any claims against the Landlord for damages or otherwise or create any liability or obligation on the part of the Landlord or exonerate the Tenant from any obligation or liability under this Agreement;

[effect of exercise of power]

(aa) No act or omission by the Landlord shall:

(i) saved as directly resulting from the express terms of any waiver or modification of this Agreement,

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relieve the Tenant of any of his obligations or liabilities or give rise to any waiver or estoppel in connection with any of his obligations or liabilities; or

(ii) constitute a warranty by the Landlord in connection

with the Tenant’s performance of his obligations under this Agreement;

[statutes]

(bb) Any reference in this Agreement to any ordinance, regulation, by-law, policy, code of practice, rule, requirement, instruction, guideline or other provision (by whatever name called), or to any section, article, paragraph or other part of any of the foregoing, shall be deemed to be a reference to the same as for the time being amended, modified, added to or re-enacted;

[meaning of tenant] (cc) That where the context so admits or requires the expression

“Tenant” shall mean the party entering into and signing/executing this Agreement and shall include his executors and administrators or in the case of a corporation his successors and words importing the masculine gender shall be deemed to include females and corporations and words in the singular shall be deemed to include the plural and vice versa in each case;

[this Agreement is the entire agreement]

(dd) That this Agreement, together with a letter (reference: [******]) from the Landlord to the Tenant dated the same day as this Agreement and the tender submission and the Schedule of Amendments as defined in the Technical Schedule hereof, constitutes the entire agreement of the parties about the subject matter of this Agreement, and that no statement, representation or promise made by either the Tenant or duly authorized officers of the Landlord has been relied upon by the other party to enter into this Agreement, and that no communication, understanding, representation, promise, oral or written statement, warranty, arrangement or agreement, condition made by either the Tenant or the Landlord prior to the execution of this Agreement with respect to the subject matter of this Agreement may in any way be read or incorporated into this Agreement;

[warranties]

(ee) (i) The Tenant warrants and represents to the Landlord that the information given to the Landlord by it before the signing of the Agreement was, to the best of the Tenant’s knowledge, correct at the time of submission and is still correct as at the date of this Agreement and acknowledges that the Landlord is relying on such representations and warranties in entering into this Agreement;

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(ii) The Tenant warrants and represents to the Landlord

that the information contained in the Fourth Schedule (including its Appendix) to this Agreement was /and is still correct and true and will remain correct and true during the term of the Agreement (unless otherwise agreed) and acknowledges that the Landlord is relying on such representations and warranties in entering into this Agreement;

[governing law etc] (ff) This Agreement is governed in all respects by the law of

Hong Kong. The Tenant irrevocably submits to the exclusive jurisdiction of the courts of Hong Kong.

[compliance with tender requirements]

(gg) For avoidance of doubt, the Tenant shall at all times fulfil the tender requirements and deliver the standard of quality required thereof as set out in the tender documents to the satisfaction of the Landlord.

[early termination] (hh) The Tenant shall terminate this Agreement for any reason

by giving six months’ prior written notice to the Landlord at any time before the expiry of the tenancy and shall have no claim against or compensation whatsoever from the Landlord for the costs or losses incurred from revitalising the Premises, but the Landlord shall reserve the right to sue for any loss or compensation resulting therefrom.

[handover of ancillary site]

(jj) The “Ancillary Site” which is defined in Clause 1 of the First Schedule shall be handed over to the Tenant no earlier than 30 September 2012. In the event that there is delay in handing over possession of the Ancillary Site to the Tenant for whatsoever reason, the Landlord shall not be held liable for any damages, compensation or claim for whatsoever loss in consequence thereof or in connection therewith.

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FIRST SCHEDULE

PARTICULARS OF THE PREMISES 1. The Premises is located at No.15A, Tai Hang Road, Causeway Bay, comprising a

main site with an area of about 2,030 m2 (“the Main Site”), which consists of a residence building (“the Mansion”) and an outdoor garden (“the Garden”), and an ancillary site of about 640 m2 (“the Ancillary Site”). The Premises is for identification purpose shown coloured pink, pink stippled black, pink hatched black and pink cross-hatched black on the plan in Annex A hereto. The Premises was allocated to the Secretary for Development under Permanent Land Allocation GLA-HK 1086 to be used for the purpose in connection with the revitalisation of Haw Par Mansion.

INITIAL TERM OF TENANCY AND COMMENCEMENT 2. (a) The initial term of this tenancy shall commence on [date] or the day when

the Tenant takes over possession of the Premises or part thereof (“Commencement Date”) and expire seven years (7) years after “the Rent-Free Period” referred in sub-clause (b) hereof (both Commencement Date and the expiry date inclusive). Subject to the Landlord’s consent, the Tenant may renew this Agreement for a further period of three (3) years on the same terms and conditions as this Agreement, provided that the Tenant shall have complied, to the satisfaction of the Landlord, with the terms and conditions of this Agreement.

(b) The twenty-four months after the Commencement Date shall be the rent-

free period (“the Rent-Free Period”), which is the period for the completion of works included in the Third Schedule hereto and the obtaining of approvals, licences, permits and etc referred in Clause 2.2 of the Technical Schedule; during which “the Rent” referred in Clause 4(a) hereinbelow is exempted, unless the Tenant commences his operation at the Premises during the Rent-Free Period.

. (c) The Tenant should notify the Landlord his intention to renew the tenancy in

writing four (4) months but no earlier than six (6) months prior to the expiration of the initial term of this tenancy stated in sub-clause (a) hereof.

USE OF THE PREMISES 3. (a) The Tenant proposed to convert Haw Par Mansion into [TBA] (hereinafter

referred to “TBA”) in the tender submission. The Tenant shall use the Premises only as [TBA], or such other uses and modification or addition thereof as may be approved by the Landlord, the Town Planning Board and the District Lands Officer/Hong Kong East.

(b) The Tenant shall operate the [TBA] and provide [e.g. hospitality services] to

the public with one of the objectives of promoting the heritage significance of Haw Par Mansion.

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RENT 4. (a) During the initial term of this tenancy referred in Clause 2(a) hereof, the

monthly rent of the Premises shall be the sum of [HK$XXXX] (“the Rent”), which is due on every [*] day of each calendar month, and immediately payable on a pro-rata basis if the Tenant shall commence his operation at the Premises during the Rent-Free Period;

(b) Upon receipt of the Tenant’s notification stated in Clause 2(c) hereof, the

Landlord shall at its discretion determine, and notify the Tenant in writing within one month thereof the new rent. The Tenant shall, within twenty-one (21) days from the date of the Landlord’s said written notification serve a written notice on the Landlord stating clearly whether the new rent as specified in the Landlord’s said written notification is acceptable to the Tenant.

(c) In the event that the new rent is unacceptable to the Tenant, an independent

qualified surveyor or a firm of professional valuers (hereinafter collectively refer to “the Valuer”) shall be appointed by the Landlord to determine the new rent of the Premises for the renewed term. In determining the new rent, the Valuer shall take into account the prevailing market rent for the other similar lots/premises of similar business nature at the time of such determination and shall be entitled to make the following assumptions:

(i) that the Premises are fit for immediate occupation and use and that

no work has been carried out thereon by the Tenant which has diminished the rental value of the Premises and that in case the Premises have been destroyed or damaged that they have been fully reinstated and restored;

(ii) that the Premises are available to be let by a willing landlord to a willing tenant without a premium but with vacant possession and subject to the provisions of a tenancy of three (3) years’ term; and that the covenants herein contained on the part of the Tenant have been fully performed and observed;

but disregarding:

(iii) any goodwill attributable to the Tenant’s business;

(iv) any increase in rental value of the Premises attributable to any improvement to the Premises or any part thereof carried out by the Tenant with the Landlord’s consent where required (otherwise than in pursuance of an obligation of the Tenant) including any improvement made by the Landlord at the expense of the Tenant prior to such determination; and

(v) any turnover of the Tenant’s business.

(d) The Valuer shall submit his valuation report to the Landlord setting out the new rent within two weeks from the date of his appointment, and the

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Landlord shall within two weeks thereafter serve a written notice on the Tenant specifying the said new rent payable for the renewed term together with a copy of the Valuer’s valuation report. The Valuer’s decision shall be conclusive and binding on the parties hereto. All costs and expenses relating to the appointment, services and determination of the Valuer shall be borne by the Landlord and the Tenant in equal shares.

(e) The Tenant shall, within twenty-one (21) days of receipt of the Landlord’s

notification stated in sub-clause (d) hereinbefore, serve a written notice on the Landlord stating clearly whether the new rent as specified in the Landlord’s said notice is acceptable to him.

(f) In the event that the Tenant fails to serve a written notice pursuant to sub-

clause (e) hereinbefore or states clearly in his written notice that the new rent as specified in the Landlord’s said notice is acceptable to him , the new rent shall take effect for the renewed term and shall be deemed to be substituted for the rent previously in force under Tenancy Agreement.

(g) In the event that the Tenant states in his said notice to the Landlord that the

new rent as specified in the Landlord’s said notice is unacceptable to him, upon the expiration of the fixed term, but without prejudice to any right of action of the Landlord in respect of any breach, non-performance or non-observance of the terms and conditions to be observed and performed by and on the part of the Tenant herein contained, the tenancy created shall terminate and this Tenancy Agreement shall determine and the Tenant shall quit and deliver up vacant possession of the Premises to the Landlord in accordance with the terms and conditions of herein.

EXISTING STRUCTURES 5. (a) Existing structures within the Premises include:

(i) a four-storey residence building (“the Mansion”), with roof terrace, balconies and verandas inclusive;

(ii) a pavilion (“the Pavilion”) at the north-western corner of the Garden; (iii) a corner tower (“the Corner Tower”) at the north-eastern corner of the

Garden; (iv) structures at the Garden comprising a fountain with a pool, a pond, a

stone sculpture inscribed with a mural, low boundary fence walls and hard landscaping including but not limited to paving, tiles, stairways and steps;

(v) ornamented metal gates including a main entrance gate, a main garden gate, a side garden gate and the Corner Tower entrance gate; and

(vi) retaining walls feature Nos. 11SE-A/R15 (Sub-division No. 1) and 11SE-A/R17.

(b) For the purpose of identification, the existing structures above are shown on

the plan in Annex D hereto.

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SECOND SCHEDULE

SPECIAL CONDITIONS

Special Conditions referred to in the General Conditions.

[term & renewal of this Agreement]

1. (a) At the expiration of the initial term of this tenancy, or the renewed three-year tenancy period thereafter as stated in Clause 2(a) of the First Schedule if this tenancy has been renewed pursuant to the said clause, this tenancy shall terminate automatically.

[not for illegal and immoral use]

(b) (i) The Tenant shall not use or permit or suffer any part of the Premises to be used for any illegal, immoral or inappropriate purposes and the determination of the Landlord as to what constitutes illegal, immoral or inappropriate purposes shall be final and binding on the Tenant;

[determine the tenancy in case of illegal use]

(ii) Notwithstanding sub-clause (a) of this Special Conditions, in the event of any material breach, non-performance or non-observance of sub-clause (b)(i) above and the Tenant fails to remedy or rectify such breach within a reasonable time after receipt of notice of demand in writing from the Landlord, the Landlord shall be entitled to terminate the tenancy hereby created by giving to the Tenant notice in writing to that effect to expire at any time after one (1) month from the date of giving of the notice of termination (whether within the term specified in the First Schedule or otherwise) without payment of compensation or refund of rent or any other payment payable by the Tenant to the Landlord already paid or any part thereof. Upon the expiration of such notice and without prejudice to any right of action of the Landlord in respect of any antecedent breach, non-performance or non-observance of the other terms and conditions herein contained, the tenancy shall cease and determine and the Tenant shall quit and deliver up vacant possession of the Premises to the Landlord in accordance with the terms and conditions of this Agreement.

[in case of transfer / disposal / change of ownership of Tenant, landlord may

2. (a) Other than the changes reported by the Tenant to the Landlord by a letter dated [date to be inserted], the Tenant declares that there has been no change to the legal and beneficial ownership of his members, shareholders or business undertaking or his partners or the constitution of board of directors or its equivalent of the Tenant or the control of the Tenant as the case may be, since the tender submission dated [date];

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re-enter & take back possession]

(b) The Tenant shall not, without the prior consent of the Landlord in

writing (such consent shall not be unreasonably withheld or delayed), permit any transfer or disposal of the legal or beneficial ownership of his memberships, shares or accept for registration any transfer of those memberships, shares or permit any change to his partners or the constitution of his board of directors or trustees or its equivalent of the Tenant or the control of the Tenant; and

(c) In the event of any transfer, disposal or change without consent as

referred to in Clause 2(b) of the Special Conditions (as to which the decision of the Landlord shall be final and binding on the Tenant), it shall be lawful for the Landlord at any time to terminate this Agreement by giving not less than one (1) month’s prior notice to the Tenant in writing and upon expiration of the notice of termination to re-enter upon and take back possession of the Premises or any part thereof in the name of the whole (whether within the term set out in the First Schedule or otherwise), and this Agreement shall absolutely terminate but without prejudice to any right of action of the Landlord in respect of any breach, non-performance or non-observance of other terms and conditions of this Agreement and in the event of such re-entry, any rent or any other payment already paid or any part thereof shall not be refunded and no compensation whatsoever shall be payable to the Tenant by the Landlord.

[existence of heritage items]

3. The Tenant acknowledges that there are existing structures as defined in Clause 5(a) of the First Schedule which have heritage values erected on the Premises and shall accept the Premises together with the same erected on or within the Premises in the state and condition at the date possession is given in accordance with Clause 2(a) of the First Schedule. The Landlord shall accept no responsibility or liability for any damage, nuisance or disturbance caused to or suffered by the Tenant by reason of the presence of the same. The Tenant shall indemnify and keep indemnified the Landlord from and against all liabilities, claims, cost and expense, demands, actions or other proceedings whatsoever arising whether directly or indirectly out of or in connection with the presence and use of the same.

[observe conservation requirements]

4. Subject to Clauses 2(c) and 2(d) of the General Conditions and the conservation requirements as stipulated in the Conservation Management Plan as defined in the Technical Schedule hereto, the design, location and height of any structure to be erected on the Premises shall be subject to the prior approval of the Landlord in writing.

[allow Government officers to inspect & repair the premises]

5. (a) The Tenant shall, during the term of this tenancy, at all reasonable times, permit the Landlord or his authorized representatives including but not limited to the staff of the Architectural Services Department, the Antiquities and Monuments Office (“AMO”), Civil Engineering and Development Department, Water Supplies Department or other

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designated Government departments or their contractors or licencees, with just and appropriate notice, to enter the Premises with or without tools, equipment, machinery for the purposes of inspecting any preservation, protection, maintenance, repair, restoration and renovation works or building services at the Premises.

[shall not store dangerous goods]

6. The Tenant shall not store or allow or suffer to be stored in or upon the Premises any dangerous goods or explosives as defined in section 2 of the Dangerous Goods Ordinance (Cap. 295), any regulations made hereunder and any amending legislation without the prior approval of the Landlord in writing.

[observe FSD requirements]

7. The Tenant shall observe and comply with any requirement which may be imposed by the Director of Fire Services in connection with the occupation and use of the Premises by the Tenant.

[observe Police requirements]

8. The Tenant shall observe and comply with any requirement which may be imposed by the Commissioner of Police in connection with the occupation and use of the Premises by the Tenant.

[observe requirements imposed by AMO and the Landlord]

9. The Tenant shall observe and comply with the conservation requirements as stipulated in the approved Conservation Management Plan in Annex E hereto and any subsequent amendment thereto as approved by the AMO and the Landlord in all respects to the satisfaction of the AMO and the Landlord. The Tenant acknowledges that the requirements set out in the said Conservation Management Plan are not meant to be exhaustive and any amendment thereto shall be submitted to the AMO for approval. The AMO and the Landlord may impose other requirements as they may deem appropriate for the protection of the historic building and the heritage items.

[security] 10. The security of the Premises and any goods stored or other things placed

thereon shall be the sole responsibility of the Tenant once to whom the possession of the Premises has been handed over in accordance with Clause 2(t) of the General Conditions.

[vehicular ingress & egress and parking]

11. (a) The Tenant shall have no right of ingress or egress to or from the Premises for the passage of motor vehicles except between the points U and V through W and the points X and Y through Z shown and marked on the plan in Annex A hereto or at such other points as may be approved in writing by the District Lands Officer.

(b) The Tenant shall provide sufficient spaces for parking/loading and

unloading of motor vehicles within the Premises to meet his operational requirements to the satisfaction of the Commissioner for Transport.

[temporary access for construction

(c) Upon commencement of the works set out in the Third Schedule, a temporary access for construction vehicles to the Premises may be permitted in such position and subject to such conditions as may be

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vehicles] imposed by the District Lands Officer. Upon completion of the foregoing works, the Tenant shall at his own expense within the time limit specified by the District Lands Officer and in all respects to the satisfaction of the Director of Highways, reinstate the area or areas upon which the temporary access was constructed.

[commercial advertising]

12. Unless with the prior approval of the Landlord, the Tenant shall not display, erect, cause, permit to be displayed or erected on the exterior of the Premises or anywhere visible from the exterior of the Premises any commercial advertising sign, bill, placard or notice and the Landlord shall have the right to remove the same at the cost and expense of the Tenant.

[adequate lighting]

13. The Tenant shall at his own cost and expense provide and maintain adequate lighting for the Premises in all respects to the satisfaction of the Landlord.

[no interference of vegetation]

14. No vegetation growing on the Premises or adjacent thereto shall be interfered with without the prior consent of the Landlord in writing who may, in granting consent, impose such conditions as to transplanting, compensatory landscaping or replanting as he may deem appropriate. All necessary steps shall be taken to protect the general environment, landscape and vegetation within and adjoining the Premises.

[preservation of trees and keep vegetation growth]

15. (a) No tree growing on the Premises or adjacent thereto shall be interfered with without the prior written consent of the District Lands Officer or the Landlord who may, in granting consent, impose such conditions as to transplanting, compensatory landscaping or replanting as he may deem appropriate.

(b) Except with written consent from AMO, no works which will alter

the configurations of the soft landscaping of the private garden within the Premises shall commence.

(c) The Tenant shall at his own cost and expense keep and maintain all

vegetation growing on the Premises, trim the overgrown vegetation and vegetation planted during the course of this tenancy in a healthy and safe condition to the satisfaction of the Landlord.

(d) Without prejudice to any other rights or powers of the Landlord

contained in this Agreement, and the Tenant's liabilities under sub-clause (a) hereof, the Tenant shall permit the Landlord, his officers, contractors, workmen or agents at all reasonable times (in respect of which the Landlord’s decision shall be final and binding on the Tenant) to enter the Premises to inspect the conditions of the vegetation thereon, to give or leave on the Premises notice in writing to require the Tenant to immediately or within a time limit to be specified by the Landlord remove or prune any vegetation considered to be unhealthy or dangerous (the decision of the Landlord on whether the tree or vegetation are unhealthy or dangerous shall be final and binding on the Tenant), and the Tenant

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shall remove or any litter or waste to keep the Premises clean, tidy and safe.

(e) In the event of failure of the Tenant to comply with the notice

mentioned in sub-clause (d) above, the Landlord may without prejudice to any other rights or powers of the Landlord contained in this Agreement carry out the vegetation removal or pruning works at the cost and expense of the Tenant and the Tenant shall pay or repay to the Landlord or his duly authorized officer on demand the cost and expense of such works.

[prevent environmental nuisance]

16. (a) All reasonable measures shall be taken by the Tenant to prevent deterioration of the general environment by the suppression of noise, dust, smells and the discharge of any effluent, rubbish, debris, waste or the like whatsoever from the Premises.

(b) The Tenant shall not do or permit anything to be done within the site

that may become a nuisance or annoyance to the occupants of nearby premises.

[no cutting away]

17. No works shall be carried out on adjoining Government land without the prior written consent of the Landlord who may in granting consent impose such conditions as he sees fit.

[consequence of cutting away of land/slope by Tenant]

18. (a) Where there is or has been any cutting away, removal or setting back of any land, or any building up or filling in or any slope treatment works of any kind whatsoever, whether with or without the prior consent of the Landlord in writing, either within the Premises or on any Government land, which is or was done by the Tenant for the purpose of or in connection with the improvement, formation, levelling or development of the Premises or any part thereof or any other works required to be done by the Tenant under this Agreement, or for any other purpose, the Tenant shall at his own cost and expense carry out and construct such slope treatment works, retaining walls or other support, protection, drainage or ancillary or other works as shall or may then or at any time thereafter be necessary to protect and support such land within the Premises and also any adjacent or adjoining Government or leased land and to obviate and prevent any falling away, landslip or subsidence occurring thereafter. The Tenant shall at all times during the term of the tenancy hereby granted maintain at his own cost and expense the said land, slope treatment works, retaining walls or other support, protection, drainage or ancillary or other works in good and substantial repair and condition to the satisfaction of the Landlord.

(b) Nothing in Clause 18(a) of the Special Conditions shall prejudice

the Landlord’s rights under this Agreement, in particular Clause 17 hereinbefore.

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(c) In the event that as a result of or arising out of any formation, levelling, development or other works done by the Tenant or owing to any other reason, any falling away, landslip or subsidence occurs at any time, whether in or from any land, within the Premises or from any adjacent or adjoining Government or leased land, the Tenant shall at his own cost and expense reinstate and make good the same to the satisfaction of the Landlord and shall indemnify the Landlord, his agents and contractors from and against all cost and expense, charges, damages, demands and claims whatsoever which shall or may be made, suffered or incurred through or by reason of such falling away, landslip or subsidence.

(d) In addition to any other rights or remedies herein provided for

breach of any of the terms and conditions of this Agreement, the Landlord shall be entitled by notice in writing to call upon the Tenant to carry out, construct and maintain the said land, slope treatment works, retaining walls, or other support, protection, and drainage or ancillary or other works or to reinstate and make good any falling away, landslip or subsidence, and if the Tenant shall neglect or fail to comply with the notice to the satisfaction of the Landlord within the period specified therein, the Landlord may forthwith execute and carry out any necessary works and the Tenant shall on demand repay to the Landlord the cost and expense thereof.

[affect stability of premises]

19. All site formation works associated with the Project shall be carried out and paid for by the Tenant. In addition, all works necessary to ensure adequate stability of land and structures which could be adversely affected by the Project or the failure of which could adversely affect the Premises, shall be carried out and paid for by the Tenant.

[rock crushing] 20. No rock crushing plant shall be permitted within the Premises without the

prior approval of the Head of Geotechnical Engineering Office in writing.

[anchor maintenance]

21. Where prestressed ground anchors have been installed within and outside the Premises, the Tenant shall be responsible for regular maintenance and regular monitoring of the prestressed ground anchors to the satisfaction of the Head of the Geotechnical Engineering Office. Regular monitoring reports with critical discussion of results shall be submitted to the Geotechnical Engineering Office for checking.

[prevent illegal occupation/ dumping on the premises]

22. Upon handover of the Premises to the Tenant, the Tenant shall at his own cost and expense provide immediate and continuing action against illegal occupation of or dumping on the Premises, including adequate fencing or other works or the provision of security guards all to the satisfaction of the Landlord and thereafter maintain such security measures to the satisfaction of the Landlord.

[remove spoil & debris onto

23. (a) In the event of spoil or debris from the Premises or from other areas affected by any development of the Premises being eroded and

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public roads] washed down onto public lanes or roads or into road-culverts, sewers, storm-water drains or nullahs, foreshore or seabed or other Government properties, the Tenant shall be held responsible and shall at his own cost and expense remove the spoil and debris from and make good any damage done to the public lanes or roads or road-culverts, sewers, storm-water drains or nullahs, foreshore or seabed or other Government properties. The Tenant shall indemnify the Landlord against all actions, claims and demands arising out of any damage or nuisance to private property caused by such erosion and washing down.

(b) Notwithstanding Clause 23(a) of the Special Conditions the

Landlord may, upon the request of the Tenant in writing and at the cost and expense of the Tenant, remove the spoil and debris from and make good any damage done to the public lanes or roads or road culverts, sewers, storm-water drains or nullahs, foreshore or seabed or other Government properties referred to in the said sub-clause (a).

[no illegal dumping by Tenant]

24. No earth, debris, spoil of whatsoever nature or building materials shall be dumped on any Government land.

[make good street furniture/ public roads]

25. (a) The Tenant shall at his own cost and expense and to the satisfaction of the Landlord and the Director of Highways make good any damage done to adjoining public roads including street furniture by the Tenant, his contractors or sub-contractors or his or their workmen or vehicles or by any spoil from the Premises.

(b) Notwithstanding Clause 25(a) of the Special Conditions the

Landlord may, upon the request of the Tenant in writing and at the cost and expense of the Tenant, make good any damage done to the adjoining public roads including street furniture referred to in Clause 25(a).

[interfere/ damage/ obstruction to nullah]

26. (a) No drain or nullah shall be interfered with without the permission of the Chief Engineer/Hong Kong and Islands, and Drainage Services Department (“DSD”).

(b) Any damage or obstruction caused by the Tenant, his servants or

agents to any nullah, sewer, storm-water drain or water main or other installation within or adjoining the Premises shall be made good at the cost and expense of the Tenant and to the satisfaction of the Chief Engineer/Hong Kong and Islands, DSD or the appropriate authority.

[connection of drains and sewers]

27. Connection to the Government storm-water drain and the Government sewer can be given and all connections charges shall be paid by the Tenant and carried out to the satisfaction of the Chief Engineer/Hong Kong and Islands, DSD or the appropriate authority.

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[foundation near water main]

28. Any foundation to be constructed near or adjoining any water main, sewer, other utilities, storm-water drain or nullah within or adjoining the Premises shall comply with the requirements of the Landlord, all other Government departments, authorities and utilities companies.

[drainage] 29. (a) All storm-water or rain-water from the Premises including any

access road thereto shall be conveyed to the sea or a stream course, catchpit, channel or storm-water drain as required by the Chief Engineer/Hong Kong and Islands and DSD. All temporary and permanent works shall be carried out in such a manner that no damage or nuisance is caused by storm-water or rain-water to adjacent property and any claims arising out of damage or nuisance caused by storm-water or rain-water shall be paid for by the Tenant.

(b) The drainage of any building erected on the Premises shall be

effected as may be required by the Landlord, and the Tenant shall make all arrangements at his own cost and expense and to the satisfaction of the DSD and the Landlord for the treatment and disposal of foul or contaminated water by the construction, operation and maintenance of works either within the Premises or on Government land or otherwise and on such terms as the Landlord shall require, and the Tenant shall be solely liable for any damage or nuisance caused thereby.

[fresh water supply]

30. (a) A filtered supply of fresh water from the Government mains can be given.

(b) No water from the Government mains shall be used for any heating,

cooling or humidification purpose without the prior written consent of the Director of Water Supplies.

(c) Fresh water from the Government mains shall not be used for

watering purposes except with the prior written consent of the Director of Water Supplies.

[flushing water supply]

31. (a) A salt water supply cannot be given.

(b) Fresh water from the Government mains shall not be used for flushing purposes except with the prior written consent of the Director of Water Supplies.

(c) All materials used on the flushing system must be such as to resist

the action of sea water, even if a salt water supply does not at present exist in the area.

[care of works] 32. The Tenant shall take or cause to be taken all proper and adequate care,

skill and precautions at all times, and particularly when carrying out construction including but not limited to restoration, upgrading an renovation, maintenance, renewal or repair works (referred to as “the

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Works” in this Clause), to avoid causing any damage, disturbance or obstruction to any Government or other existing drain, waterway or watercourse, water main, road, footpath, street furniture, sewer, nullah, pipe, cable, wire, utility service or any other works or installations being or running upon, over, under or adjacent to the Premises or any part thereof (collectively referred to as “the Services” in this Clause). The Tenant shall prior to carrying out of the Works make or cause to be made such proper search and enquiry as may be necessary to ascertain the present position and levels of the Services, and shall submit his proposals for dealing with any of the Services which may be affected by the Works to the relevant Government departments or authorities in writing for his approval in all respects, and shall not carry out any work whatsoever until the relevant Government departments or authorities shall have given his approval in writing to the Works and to such aforesaid proposals. The Tenant shall comply with and at his own cost and expense meet any requirements which may be imposed by the relevant Government departments or authorities and appropriate authorities in respect of the Services in granting the aforesaid approval, including the cost and expense of any necessary removal, diversion, relaying or reinstatement. The Tenant shall at his own cost and expense in all respects repair, make good and reinstate to the satisfaction of the relevant Government departments or authorities and appropriate authorities any damage, disturbance or obstruction caused to the Premises or any of the Services in any manner arising out of the Works (except for nullah, sewer, storm water drain or water main, the making good of which shall be carried out by the relevant Government departments or authorities , unless the relevant Government departments or authorities elects otherwise, and the Tenant shall pay to the relevant Government departments or authorities on demand the cost of such works). If the Tenant fails to carry out any such necessary diversion, relaying, repairing, making good and reinstatement of the Premises or any part thereof or of any of the Services to the satisfaction of the relevant Government departments, authorities or utility undertakings whom may carry out such diversion, relaying, repairing, making good or reinstatement as he considers necessary and the Tenant shall pay to the relevant Government departments, authorities or utility undertakings on demand the cost and expense of such works.

[removal] 33. No Antiquities (as defined in Clause 35(a) of the Special Conditions) and

heritage items required to be conserved by the Tenant pursuant to the terms and conditions of this Agreement, nor any property belonging to the Landlord including, without limitation, items listed in the inventory in Annex B shall be removed from the Premises without the prior approval of the Landlord in writing.

[landlord may carry out works for the Tenant at

34. Wherever in this Agreement it is provided that the Landlord or his duly authorized officers shall or may carry out works of any description on the Premises or any part thereof or outside the Premises (whether on behalf of the Tenant or on the failure of the Tenant to carry out such works or

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Tenant’s cost and expense]

otherwise) at the cost and expense of the Tenant or that the Tenant shall pay or repay to the Landlord or to his duly authorized officers on demand the cost and expense of such works, such cost shall include such supervisory and overhead charges as may be fixed by the Landlord or by his duly authorized officers.

[discovery of antiquities]

35. (a) The Tenant acknowledges that all antiquities and supposed antiquities (as defined in the Antiquities and Monuments Ordinance (Cap. 53)) (collectively referred to as the “Antiquities”) discovered within the Premises shall be the absolute property of the Landlord. The Tenant shall at his own cost and expense and in all respects to the satisfaction of the AMO take reasonable precautions to prevent his workers or any other persons from removing or damaging any of the Antiquities;

(b) Upon discovery of any Antiquities within the Premises, the Tenant

shall immediately inform the AMO and thereafter at his own cost and expense dispose of the Antiquities to the satisfaction of and in accordance with the instructions and requirements of the AMO.

[setting out] 36. (a) The Landlord shall, if he considers necessary, cause the boundaries

of the Premises to be set out on the ground;

(b) The Tenant after such setting out shall attend at the Premises to take over the boundary marks. The Tenant shall take or cause to be taken all proper care and precautions to safeguard the boundary marks from any disturbance whatsoever;

(c) The Landlord shall only provide the initial setting out. Any

replacement of missing or disturbed boundary marks that may become necessary shall be the responsibility of the Tenant.

[no concrete production]

37. No concrete production is allowed on the Premises.

[no open burning]

38. The Tenant shall not light bonfires on the Premises for the burning of debris or other materials or otherwise.

[decontamina-tion]

39. The Tenant shall, in connection with the occupation and use of the Premises, ensure that the Premises are free from contamination. In the event that the Premises is found to be contaminated by any substance, such as soil or groundwater contaminant, the Tenant shall remove all contaminated substance from the Premises and its adjoining area, if necessary, and reinstate the Premises to the satisfaction of and prior to handing back of the Premises to the Landlord at the expiry or sooner termination of this Agreement. The cost of such decontamination work shall be paid by the Tenant.

[allow access for slope work]

40. The Tenant shall allow access for the Landlord, and/or his authorised persons, upon reasonable notice being given by the Landlord, to carry out

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necessary inspection, maintenance, repair and upgrading works to the slope features at and in the vicinity of the Premises.

[height restriction]

41. The existing height of the Mansion shall be maintained. Provisions for accommodating building services facilities at the main roof level of the Mansion may be allowed. However, the height of such new provisions shall be kept to minimum to avoid causing adverse visual impact to the Mansion. The design of any provisions accommodating building services facilities, including its height, is subject to the approval of the Landlord and the AMO.

[erection of signboard]

42. The Tenant shall, within one month from the date when the Premises were taken over by him, erect and maintain within the Premises in a position as shall be determined by the Landlord as being close to the ingress points X and Y through Z to the Premises for the passage of motor vehicles referred to in Clause 11(a) hereof a sign clearly showing the name of the Commissioner for Heritage’s Office, the Tenant, the use of the Premises and the nature of the project to be carried out in the Premises together with the telephone number and the facsimile number which members of the public may contact should they wish to lodge any complaints or make any enquiries relating to the Premises and/or the “Project” as defined in Clause 1.4 of the Technical Schedule.

[geotechnical submission]

43. All site formation works including upgrading works of retaining walls associated with the Project shall be carried out and paid for as part of the Project by the Tenant. In addition, all works necessary to ensure adequate stability of land and structures, which could be adversely affected by the Project or the failure of which could adversely affect the Premises, shall be carried out and paid for as part of the Project by the Tenant.

[provision of fire services installations and equipment]

44. The Tenant shall at his own expense and to the satisfaction of the Director of Fire Services provide fire hydrants, fire fighting appliances, water pumping connections and such other fire services installations and equipment as the Director of Fire Services in his sole discretion shall require within the Premises (or, subject to the prior consent in writing and approval of the Director of Lands, on any adjacent or adjoining Government land) and within any structure or structures erected or to be erected thereon at such point or points as the Director of Fire Services may require. The Tenant shall maintain at his own cost and expense the said fire hydrants, fire fighting appliances, water pumping connections and such other fire service installations and equipment in good condition and to the satisfaction of the Director of Fire Services.

[liaison on taking over]

45. The timing of clearance and taking over of the Premises by the Tenant should be coincidental to obviate the need for any temporary protection of the Premises and the Tenant shall liaise with the Landlord in this respect.

[joint site inspection before taking

46. The Tenant shall attend joint site inspections with the Landlord before taking over possession of the Premises and upon expiration or sooner termination of this Agreement so as to acknowledge the existing condition

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possession and upon expiration]

of the Premises. The Tenant shall submit condition survey reports with colour photographs prepared by a Member of the Hong Kong Institute of Architects or a Member of the Hong Kong Institution of Engineers in structural discipline or a Corporate Member of the Hong Kong Institute of Surveyors in Building Surveying discipline within two (2) months after the joint site inspections with the Landlord to the satisfaction of the Landlord.

[no licensing] 47. Without affecting the generality of Clause 2(g) of the General Conditions,

but for the avoidance of doubt, the Tenant shall not, without the prior consent of the Landlord in writing, license or share the Premises or any part thereof or enter into an agreement so to do.

[break clause] 48. If (a) the Premises are unfit for occupation and use because of damage or

destruction owing to fire, water, storm, typhoon, termites, earthquake, subsidence, landslide etc. beyond the control of the Landlord, or (b) any building order is issued, and, within six (6) months of the occurrence of the damage or destruction, (i) the Premises have not been reinstated or (ii) the said order have not been lifted or (iii) remedial works have not been commenced, either party may terminate this Agreement by serving seven (7) days’ prior notice in writing on the other party, without prejudice to the accrued liabilities of either party.

[facilitation] 49. Upon cessation of the operation of the Project by the Tenant and/or the

termination of this Agreement, the Tenant shall give, upon demand by and at the option of the Landlord, all reasonable cooperation and assistance to the Landlord to facilitate a smooth handover of the Premises and/or the transition, takeover or cessation of the operation of the business, by including without limitation, transferring to the Landlord or his nominee, the rights in any of the contracts made by the Tenant for the purpose of maintenance of the Premises.

[intellectual property rights]

50. (a) The Landlord shall become the absolute and exclusive owner of all the records and recording referred in Clause 19 of the Third Schedule and the “Deliverables” (as defined below) and all intellectual property rights subsisting therein free from all encumbrances save as those intellectual property rights belonging to a third party in respect of which Clause 50(c) of the Special Conditions shall apply;

(b) The Tenant hereby undertakes and warrants to the Landlord that he is,

except in respect of those Deliverables referred to in Clause 50(c) of the Special Conditions, the sole legal and beneficial owner of all intellectual property rights in all Deliverables;

(c) The Tenant hereby further undertakes and warrants to the Landlord that to the extent that beneficial ownership of any intellectual property rights subsisting in any Deliverables are vested in anyone other than the Tenant, the Tenant shall procure and ensure at his own cost and expense that the beneficial owner shall grant to the Landlord and any person as the Landlord may instruct: (i) a transferable, non-exclusive, royalty-free

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and irrevocable licence (carrying the right to grant sub-licences) to utilize the intellectual property rights in such Deliverables for all purposes contemplated under this Agreement or expressly agreed to in writing by the relevant beneficial owner thereof; and (ii) an indemnity upon the same terms mutatis mutandis as those set out in Clause 50(e) of the Special Conditions. For the avoidance of doubt, any such licence and indemnity granted shall survive completion or termination of this Agreement;

(d) The Tenant shall, at the request of the Landlord, do such acts and

execute all such deeds and documents (or procure and ensure that same be done or executed) as the Landlord may require to vest any or all of the rights referred to in Clause 50 of the Special Conditions in the Landlord or any other person as the Landlord may instruct. The Tenant shall bear his own cost and expense in relation thereto;

(e) The Tenant shall indemnify the Landlord against all claims,

proceedings, actions, damages and losses incurred or sustained by the Landlord arising from the use of the Deliverables and the intellectual property rights subsisting therein (whether owned by the Tenant or other parties) provided that in respect of those intellectual property rights referred to in Clause 50(c) of the Special Conditions, the liability of the Tenant under Clause 50(e) of the Special Conditions shall be limited to liability arising from uses for the purposes contemplated under this Agreement or expressly agreed to in writing by the relevant beneficial owner thereof. The indemnity herein shall survive termination of this Agreement;

(f) Solely for the purposes of Clause 50 of the Special Conditions,

“Deliverables” means all the reports, drawings, documents, software, certificates and other items described in respect of the restoration, renovation and upgrading works and the like under the Project as stipulated in the Third Schedule (whether or not such reports, drawings, documents, software, certificates or other items relating to the works and services under this Project are in completed forms or otherwise) which are to be produced by the Tenant, his contractors, subcontractors, consultants, managers or agents under the Agreement.

[new construction]

51. (a) Any proposed new buildings or structures to be erected on the Premises, and any addition/alteration to the existing buildings and structures shall be in all respects comply with the requirements of the Town Planning Ordinance, any regulations made thereunder and any amending legislation and agreed with the Landlord and the AMO before commencement of any on-site works; and,

(b) It is not permissible to construct new structures at the Premises for

conducting business. Any new structure shall only be constructed to accommodate lift, plant rooms and other ancillary facilities to support the Tenant’s operation at the Premises. The usage and design of all

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proposed structure shall be subject to the approval by the Landlord and AMO.

[Passage Area over the Purple Area]

52. (a) The Tenant acknowledges that the area coloured purple on the plan in Annex A hereto (“the Purple Area”) is private land and forms part of the lot registered in the Land Registry as the Remaining Portion of Hong Kong Inland Lot No. 8972 (“the Lot”). The ground level of the Purple Area together with the air space extending upwards from the ground level thereof to a height of 3.5 metres (the decision of the District Lands Officer as to what constitutes the ground level of the Purple Area shall be final and binding upon the Tenant) is hereinafter referred to as “the Passage Area”.

(b) Subject to the Conditions of Exchange No. 12600 (hereinafter referred

“the Conditions of Exchange”) under which the Lot is held:

(i) the Tenant is permitted and may permit its authorized persons and members of the public to use and pass over the Passage Area for all purposes in connection with the use and enjoyment of the Premises;

(ii) the Tenant shall at his own expense manage and maintain the

Passage Area in all respects to the satisfaction of the Landlord;

(iii) the Tenant shall at his own expense:

(I) maintain, relay, divert, remove, reprovision, replace, inspect operate, repair and renew any drain, culvert, waterway or watercourse, sewer, nullah, water main, pipe, cable, wire, line or utility service which are now or may at any time hereafter be under the ground level of the Purple Area for serving the Premises; and

(II) make good any and all damage done to the Lot or any

building, erection or structure thereon or any installation or service therein or any other private property whatsoever arising out of or incidental to the fulfilment of the Tenant’s obligations under sub-clause (b)(iii)(I) hereof;

(iv) the Tenant shall permit: (I) the owners of the Lot, their bona fide guests and visitors to

use the Passage Area as a pedestrian passage for gaining access to and from the remaining part of the Lot outside the Passage Area provided that the Tenant may for the purpose of management of the Passage Area issue directions from time to time governing the time and the manner of such use subject to such directions being considered acceptable by the District Lands Officer (whose decision shall be final and binding upon the Tenant); and

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(II) the owners of the Lot, their agents, contractors or workmen to

carry out any works within the Passage Area for the remaining part of the Lot outside the Passage Area provided that the Tenant may in giving such permission impose terms and conditions as are necessary for the purpose of management and maintenance of the Passage Area subject to such terms and conditions being considered acceptable by the District Lands Officer (whose decision shall be final and binding upon the Tenant).

(c) With effect from the date as specified in a letter from the District

Lands Officer, the Tenant shall at his own expense in all respects to the satisfaction of the Landlord manage and maintain “the Entrance Porch” erected on the Passage Area as shown and marked on the plan in Annex A .

(d) It is hereby agreed and acknowledged that in the event of any breach,

non-performance or non-observance of any terms of sub-clauses (b) or (c) hereof, (the decision of the Landlord in this respect as what constitutes breach of those sub-clauses is final and binding on the Tenant), the Landlord shall be entitled by notice in writing to:

(i) (I) require the Tenant to cease such works and uses immediately;

(II) suspend or terminate with immediate effect the permission or right of the Tenant to use the Passage Area or to carry out any works within, above or under the Purple Area; or (III) both of (I) and (II), for such period or periods and duration as the Landlord in his absolute discretion shall deem fit and the Tenant shall cease such use and works forthwith in accordance with the notice;

(ii) call upon the Tenant by written notice to carry out reinstatement

works or any other works as the Landlord in his absolute discretion shall deem fit whether for the Purple Area or otherwise, whereupon the Tenant shall at his own expense comply with such notice in all respects to the satisfaction of the Landlord within the period specified therein; and

(iii) impose on the Tenant from time to time directions and

requirements in connection with the management of the Passage Area as the Landlord in his absolute discretion shall deem fit and the Tenant shall at his own expense implement, comply with and observe such directions and requirements to the satisfaction of the Landlord.

(e) In the event of the non-fulfillment of the Tenant’s obligations under

sub-clauses (b)(ii), b(iii) or (c) hereof , the Landlord may carry out the necessary maintenance and repair works at the cost of the Tenant who shall pay to the Landlord on demand a sum equal to the cost thereof,

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such sum to be determined by the Landlord whose determination shall be final and binding upon the Tenant.

(f) The Tenant shall not have any claim against the Landlord or his officers

for any loss, damage, nuisance or disturbance whatsoever caused to or suffered by the Tenant any other persons arising out of or incidental to the exercise of the rights and entitlements by the Landlord conferred under sub-clause (d) or in connection with the use of the Passage Area; and

(g) The Tenant shall indemnify and keep the Landlord indemnified against

all actions, proceedings, liabilities, demands, costs, expenses and claims whatsoever arising whether directly or indirectly from the use of the Passage Area.

[Unobstructed Area within Hong Kong Inland Lot No. 8972 reserved for maintenance & inspection, etc]

(53) (a) The area of the Lot measuring 1.5 metres in width from the common boundary line of the Lot and the Premises is hereinafter referred to as “the Unobstructed Area”. The opinion of the District Lands Officer as to the measurement of the Unobstructed Area shall be final and binding upon the Tenant.

(b) Subject to the Conditions of Exchange, the Tenant (and any other

persons as may be authorized by it) is permitted with or without tools, equipment, plant or machinery to use the Unobstructed Area for the purposes of: (i) gaining access to and from the Premises; and (ii) inspecting, repairing and maintaining the Premises and

carrying out any other works thereto or thereon. (c) If the Unobstructed Area is required to be free from any chattel,

structure, equipment or other obstruction for the purposes set out in sub-clause (b) hereof, the Tenant shall on each occasion give to the owners of the Lot not less than 14 days’ written notice of the same and specifying the period thereof.

(d) It is hereby agreed and acknowledged that in the event of any

breach, non-performance or non-observance of sub-clauses (b) and (c) hereof (the decision of the Landlord in this respect shall be final and binding on the Tenant), the Landlord shall, in his absolute discretion, be entitled by notice in writing to:

(i) suspend or terminate with immediate effect the use of or the

carrying out of any works within the Unobstructed Area or both, for such period or periods and duration as the Landlord in his absolute discretion shall deem fit and the Tenant shall cease such use and works forthwith in accordance with the notice; and

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(ii) call upon the Tenant to carry out reinstatement works or any other works as the Landlord shall deem fit for the Unobstructed Area or otherwise, whereupon the Tenant shall at his own expense comply with such notice in all respects to the satisfaction of the Landlord within the period specified therein;

(iii) the Government and the Landlord shall have no liability in

respect of any loss, damage, nuisance or disturbance whatsoever caused to or suffered by the Tenant and any other persons arising out of or incidental to the use of the Unobstructed Area and the exercise of the rights and entitlements conferred under sub-clause (d) hereof; and

(e) the Tenant shall indemnify and keep the Landlord indemnified against

all actions, proceedings, liabilities, demands, costs, expenses and claims whatsoever arising whether directly or indirectly from the use of the Unobstructed Area.

[care of works within the Passage Area and the UnobstructuedArea]

53A. The Tenant shall take or cause to be taken all proper and adequate care, skill and precaution at all times and particularly during the carrying out of any works referred in Clauses 52 and 53 hereof to avoid causing any accident, injury, nuisance or damage to any person or property particularly within the Passage Area or the Unobstructed Area.

[formation]

54. The Premises shall be formed to levels to be approved by the appropriate authority and no approved levels shall be amended without the prior approval in writing of the appropriate authority which in granting consent may impose such conditions as it sees fit.

[Drainage Reserve]

55. (a) (i) Except with the prior written consent from the Director of Drainage Services, no structure or support for any structure shall be erected within the of Drainage Reserve marked “D.R.” and coloured Pink Hatched Black on the plan in Annex A hereto. Any proposed structures crossing over the drainage reserve shall be subject to a minimum headroom of 5.1 metres and shall be approved by District Land Officer and DSD.

(ii) Notwithstanding sub-clause (i) hereof, with the prior written consent of the District Lands Officer and subject to such terms and conditions as he may impose, the Tenant may erect or permit to be erected on the Pink Hatched Black Area a minor structure or structures provided that if and when required by the District Lands Officer, the Tenant shall at his own expense, within the period specified by and in all respects to the satisfaction of the District Lands Officer, remove or demolish such structure or structures and reinstate the Pink Hatched Black Area. If the Tenant fails to carry out such removal demolition or reinstatement works within

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the period specified or as required in an emergency, the Chief Engineer/Hong Kong & Islands, Drainage Services Department (“DSD”) may carry out such works as he may consider necessary and the Tenant shall pay to the Government on demand the cost of such works.

(b) The Chief Engineer/Hong Kong & Islands, DSD and his duly

authorized Officers, contractors, his or their workmen (hereinafter collectively referred to as “the authorized persons”) with or without tools, equipment, machinery or motor vehicles shall have the right of unrestricted ingress, egress and regress at all times to, from and through the site for the purposes of laying, inspecting, repairing and maintaining drains, sewers, channels, drainage facilities and all other services running across, though or under the Pink Hatched Black Area (hereinafter referred to as “the Utilities”) which the Chief Engineer/Hong Kong & Islands, DSD may require or authorize. No object or material of whatsoever nature which may obstruct access or cause excessive surcharge to the Utilities shall be placed within the Pink Hatched Black Area. Where in the opinion of the Chief Engineer/Hong Kong & Islands, DSD (whose opinion shall be final and binding on the Tenant), there are objects or material within the Pink Hatched Black Area which may obstruct access or cause excessive surcharge to the Utilities, the Chief Engineer/Hong Kong & Islands, DSD shall be entitled by notice in writing to call upon the Tenant, at his own expense in all respects to the satisfaction of the Chief Engineer/Hong Kong & Islands, DSD, to demolish or remove such objects or material and to reinstate the Pink Hatched Black Area. If the Tenant shall neglect or fail to comply with such notice within the period specified therein, or as required in an emergency the Chief Engineer/Hong Kong & Islands, DSD may carry out such removal demolition and reinstatement works as he may consider necessary and the Tenant shall pay to the Government on demand the cost of such works.

(c) Save in respect of the reinstatement of any trench excavated in the

exercise of the aforesaid rights and powers, the Chief Engineer/Hong Kong & Islands, DSD and the authorized persons, shall have no liability in respect of any loss, damage, nuisance or disturbance whatsoever caused to or suffered by the Tenant arising out of or incidental to the exercise by the authorized persons of the right of unrestricted ingress, egress and regress and in laying, inspecting, repairing and maintaining the Utilities conferred under sub-clause (b) of hereinbefore.

[Tunnel Protection Zone]

56. (a) There is a drainage tunnel constructed below the area shown and marked “Tunnel Protection Zone” on the plan in Annex A hereto and the Government shall have right to keep, maintain, and use the drainage tunnel throughout the term hereby agreed to be granted. No work for any building or engineering foundation, including ground investigation, is to take place within the said Tunnel Protection Zone

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unless approval has first been obtained from the DSD. The proposal shall be forwarded to the DSD for approval, and the DSD may direct that such proposal be also submitted to relevant departments including Geotechnical Engineering Office of Civil Engineering Department for comments and agreement. Submission to DSD shall include all relevant drawings, an explanatory memorandum explaining the scope and programme of the proposed works, site investigation reports together with an assessment report to assess the effects of the proposed works on the drainage tunnel and any further information as may be required by the DSD. “Technical Notes for Guidance in Assessing the Effects of Civil Engineering Works/Construction Development on Hong Kong West Drainage Tunnel and Associated Works” issued by the DSD is annexed in Annex F. The Tenant shall comply with all conditions required by the DSD for the protection of the drainage tunnel.

(b) The Government, its duly authorized offices, contractors and workmen

with or without tools, equipment, machinery or motor vehicles shall have the right of free ingress, egress and regress to and from [Pink Hatched Black Area], [Pink Cross-Hatched Black and Pink Stippled Black Area] or part thereof at all reasonable times upon given prior notice (except in the case of emergency) for the purpose of operating, inspecting, maintaining, repairing, renewing and reconstructing the drainage tunnels under the Tunnel Protection Zone and all other services which the Government may require or authorize. The Government, its duly authorized officers, contractors and workmen shall have no liability in respect of any loss, damage, nuisance or disturbance whatsoever caused to or suffered by the Tenant arising out if or incidental to the exercise by him or them of the right of ingress, egress and regress conferred under this clause, and no claim shall be made against him or them by the Tenant in respect of any such loss, damage, nuisance or disturbance.

[access for DSD’s maintenance and inspection]

57. (a) The Chief Engineer/Hong Kong and Islands, DSD and his duly authorized officers, contractors, his or their workmen (with or without tools, equipment, machinery or motor vehicles) shall have the right of unrestricted ingress, egress and regress at all times to, from and through the Pink Cross-Hatched Black Area, which is 2m wide, in Annex A for the purposes of landscaping, inspecting, repairing and maintaining the Hong Kong West Drainage Tunnel facilities which the Chief Engineer/Hong Kong and Islands, DSD may require or authorize.

(b) Subject to the approval of the District Lands Officer and DSD, the

width of the Pink Cross-Hatched Black Area may be reduced to 0.75 metre at the location of the proposed lift where appropriate.

[existing water mains]

58. (a) Proposed and existing water mains affected are indicated on the plan in Annex A hereto and except with prior written consent from the Director of Water Supplies, no development which requires resiting of

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water mains will be allowed.

(b) Details of site formation work shall be submitted to the Director of Water Suppliers for approval prior to commencement of works.

(c) No structures shall be built or materials stored within 1.5 metres from

the centre lines of water mains shown on the plan annexed in Annex A hereto. Free access shall be made available at all times for staff of the Director of Water Supplies or their contractor to carry out construction, inspection, operation, maintenance and repair works.

(d) No trees or shrubs with penetrating roots may be planted in the vicinity of the water mains shown on the plan. No change of existing site condition may be undertaken within the aforesaid area without the prior agreement of the Director of Water Supplies. Rigid root barriers may be required if the clear distance between the proposed tree and the pipe is 2.5 metres or less, and the barriers must extend below the invert level of the pipe.

(e) No planting or obstruction of any kind except turfing shall be permitted within the space of 1.5 metres around the cover of any valve or within a distance of 1 metre from any hydrant outlet.

(f) Tree planting may be prohibited in the event that the Director of Water Supplies considers that there is any likelihood of damage being caused to water mains.

[access for Fire Services appliances and personnel]

59. (a) The Tenant shall at his own expense and to the satisfaction of the Director of Fire Services :

(i) provide suitable means of access for the passage of Fire Services

appliances and Fire Services personnel to any structure or structures erected or placed or to be erected or placed on the Premises;

(ii) at all times permit such Fire Services personnel and Fire Services

appliances free and uninterrupted use of such means of access; and

(iii) maintain such means of access and keep the same free from

obstruction;

(b) The Tenant shall permit the Director of Fire Services, his officers, servants or agents at all reasonable times with or without notice to enter upon the Premises or any part thereof or any structure or structures or any part thereof erected or placed or to be erected or placed thereon for the purpose of inspecting the same so as to ensure that the requirements referred to in sub-clause (a) hereof have been complied with.

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[right to access to water mains within the Pink Stippled Black Area and Pink Cross-hatched Black Area]

60. (a) The Water Authority, its officers, officers of other Government departments designated by the Water Authority, contractors, licencees, workmen whether employed by the Water Authority or by other designated Government departments or by contractors or licencees, whether with or without tools, equipment, plant, machinery or motor vehicles, shall have the right of unrestricted ingress, egress and regress to and from the Pink Stippled Black Area or any part thereof for the purpose of inspecting, operating, maintaining, repairing and renewing the existing Government water mains within the Pink Stippled Black Area and Pink Cross-hatched Black Area shown and marked “Proposed and Existing Water Mains” on the plan in Annex A.

(b) Neither the Water Authority nor any of the classes of person referred

to in sub-clause (a) of this condition shall incur or be under any liability whatsoever to the Tenant in respect of any loss, damage, nuisance or disturbance whatsoever caused to or suffered by the Tenant arising out of or incidental to the exercise of the said right of ingress, egress or regress conferred under sub-clause (a) of this condition and no claim shall be made by the Tenant in respect of any loss, damage, nuisance or disturbance.

[provision of Plant Rooms]

61. The roof of any exposed plant rooms for accommodation of building services facilities shall be landscaped. Any plant room structure which is visible to the public shall be elegantly designed to harmonise the Premises and provided to the satisfaction of the Landlord, AMO and the Town Planning Board.

[utility Services]

62. The removal, diversion or reinstatement elsewhere as may be required of any existing works or installations whatsoever on the Premises must be paid for by the Tenant and carried out to the satisfaction of the appropriate authority.

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THIRD SCHEDULE

Scope of Works The scope of works is to revitalise the Premises via operating a sustainable business at the Premises. The works include without limitation to plan, design, finance, procure, carry out and complete all necessary works including but are not limited to restoration works, upgrading works, renovation including fitting out works related to the Project to the satisfaction of the Landlord, enabling the due operation of the specified business and the proper management and maintenance of the Premises. The works shall include but not limited to the following: 1. To specify a sustainable business that is compatible with the layout of the Premises and

at the same time can bring out the heritage significance, including but not limited to historical, social, cultural and architectural values of the Premises.

2. To successfully realize the Project and to transform the Premises into a heritage

landmark through high quality design and high standard workmanship, minimising intervention to the authenticity of the Premises, in particular the façade of the Mansion, the setting of the Garden and the general outlook of the HPM, including the appearance of the retaining walls supporting the Garden.

3. To engage a well-experienced and competent implementation team for overseeing

project implementation and setting up of the business; and an execution team to carry out all necessary works for the implementation of the Project prior to the smooth operation of the specified business. The execution team shall include, as a minimum requirement, an architectural consultant company, a structural engineering consultant company, a geotechnical engineering consultant company (which can be the same as the structural engineering consultant company that can perform the necessary duties), a building services engineering consultant company, a quantity surveying consultant company, a landscape design consultant company, an exhibition design company and a heritage conservation consultant. Except the exhibition design company and the heritage conservation consultant, all the consultant companies shall be on the Government’s lists of “Architectural and Associated Consultants Selection Board (AACSB)” and/or “Engineering and Associated Consultants Selection Board (EACSB)”. The architectural consultant shall be the lead consultant and shall be under Band 1 list of the AACSB.

4. To engage well-experienced and competent site supervisory staff, including a part-time

resident heritage conservationist, to ensure that the works are to be carried out according to the approved design and at its highest quality.

5. To engage a well-experienced and competent contractor, which is a Registered General

Building Contractor, registered under the Buildings Ordinance (Cap. 123) to carry out the works with high quality and to the satisfaction of the Landlord. The contractor shall include a specialist contractor from the Government’s “List of Approved Suppliers of Materials and Specialist Contractors for Public Works” in the “Repair and Restoration

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of Historic Buildings” category to carry out the restoration works and other related works.

6. To carry out restoration works for the Premises in full compliance with the approved

Conservation Management Plan (CMP) in Annex E and any updates/revision thereafter to the satisfaction of the Landlord and AMO. The restoration works shall make reference to international charters, such as the Charter of Venice, the Burra Charter or the Principles for the Conservation of Heritage Sites in China. Special attention shall be paid to the reversibility of the works carried out to the Premises.

7. To select and retain representative artefacts of the HPM and figurines retrieved from

the Tiger Balm Garden as listed in the Conservation Guidelines in Annex 1 of the “Special Project Requirements and Considerations”, at the Premises as appropriate. The selected artefacts and figurines, as listed in the inventory list in Annex B, shall be handed over to the Tenant for preservation, repair and maintenance.

8. To set up an area for interpretation of not less than [40m2] on the ground floor of the

Mansion to interpret the heritage significance and value of the HPM. The content of interpretation shall include but not limited to the history and architectural features of the HPM, history of the AW family, and the architecture, history of and the religious concept propagated by the former Tiger Palm Garden. The means of display shall include display of artefacts, relics, records and/or other appropriate materials. The design, content and means of interpretation shall be of high quality and shall include multi-media for interactive participation to the satisfaction of the Landlord and AMO. The area for interpretation shall be open to the public to fully appreciate the heritage significance of the HPM, free of charge, for not less than [six] days a week and the days of opening in a week shall include both Saturday and Sunday

9. To carry out upgrading works to the Premises to meet all relevant statutory

requirements and other legal requirements with minimum adverse impact on the authenticity of the Premises to the satisfaction of the Landlord. Compliance of statutory requirements includes but are not limited to those stipulated in the Buildings Ordinance and the Town Planning Ordinance. The upgrading works shall include the upgrading of retaining walls, but not limited to retaining wall No. 11SE-A/R17 and subdivision 1 of retaining wall No. 11SE-A/R15 and others as necessary, to meet current safety standards to the satisfaction of the Building Authority and the Geotechnical Engineering Office of the Civil Engineering and Development Department. All permanent upgrading works to the existing retaining walls shall be located within the boundary of the Premises. The upgrading works shall not alter the existing external appearance or cause adverse visual impact to the retaining walls, and shall be carried out to the satisfaction of the AMO and the Landlord. Tenant’s attention is drawn to the required treatments on conservation of the retaining walls as laid down in the Conservation Guidelines.

10. To renovate, including fitting out, the Premises to suit the needs of the specified

business while respecting the original ambience of the Premises and minimizing adverse impact on the authenticity of the Premises to the satisfaction of the Landlord. Renovation works include but not limited to fitting out, provisions of movable furniture and equipment, provision of facilities to achieve contemporary comfort such as installation of air-conditioning as necessary.

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11. To provide a lift leading the visitors from the level of Tai Hang Road to the level of the

Garden. All new structure(s) including the lift shall be designed and constructed to the satisfaction of the Landlord.

12. To submit application under section 16 of the Town Planning Ordinance to obtain

permission from the Town Planning Board for the proposed upgrading works, alteration/addition works, demolition works and renovation works, and to obtain the consent of the Building Authority for the same. To submit planning application under the Town Planning Ordinance for usage of the Premises related to the Project as necessary.

13. To submit a traffic impact assessment and implement the improvement measures

identified therein to the satisfaction of the Commissioner for Transport or the TPB; to design and provide vehicular access, sufficient parking spaces and loading/unloading space together with traffic control and management measures to the satisfaction of the Commissioner for Transport or the TPB, and the Landlord.

14. To submit and implement a tree preservation and landscape proposal to the satisfaction

of the Director of Planning or the TPB, and the Landlord. 15. To provide water supplies for fire fighting and fire service installations to the

satisfaction of the Director of Fire Services or of the TPB. 16. Works to be carried out shall include but are not limited to architectural and builder’s

works (such as concrete, stone works, plastering, roof, carpentry, ironmongery, steel and metal works, glazing, waterproofing, finishes, sanitary fitting, paintings etc.) structural works such as structural alteration and possible structural strengthening, civil works such as upgrading of retaining walls to meet current standards, building services works, such as electrical installation, fire services installation, mechanical ventilation and air-conditioning installation, lift installation, security provisions, lighting works, electronic installation, telecommunication etc., plumbing and drainage, fitting out, fixtures, furniture and equipment, and soft and hard landscaping works. Utilities services connections to public mains outside and inside the Premises are inclusive.

17. To carry out site works including but are not limited to protection of the Premises and

the adjoining building and areas, site preparation works, site survey and investigation, utility survey, asbestos investigation, abatement and removal if necessary, structural surveys, photographic and cartographic surveys, temporary works, site clearance, tree survey and protection works that are related to the Project are all inclusive.

18. To carry out such other works as may be reasonably required by the Landlord from time

to time during the term of this Agreement, including without limitation, making good of the Premises, such other repair, maintenance, alteration, preservation, renovation works as may be necessary from time to time during the term of this Agreement.

19. To comply with all the relevant statutory and other legal requirements and obtain at his

own cost and expense all necessary approvals, licences, permits etc. from the relevant Government departments, authorities, utility undertakings and appropriate parties in connection with the Project. The relevant statutory and other requirements include those

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pursuant to subsidiary legislation, by laws, memoranda, guidelines, codes, and regulation made or issued thereunder.

20. Works being carried out shall take into full consideration the energy conservation

measures and greening measures, include without limitation, the use of high-efficiency lighting, plumbing and mechanical equipment as well as the use of sustainable finishes, fixtures fabricated from sustainable materials. Any fitting out and furnishing of building services installation and associated assessment of the energy efficiency performance as well as energy audit, executed by the Tenant, shall meet the relevant codes of practice on building energy efficiency made or approved by the Director of Electrical and Mechanical Services (DEMS) and revisions issued thereto from time to time by the DEMS.

21. To record the entire process of the restoration, upgrading and renovation works for

revitalisation of the HPM by audio video recording and photo-taking and any other means deemed appropriate. To produce a video documentary not less than 15 minutes to the satisfaction of the Landlord using the footage and photos recorded and other appropriate footage and photos to illustrate the collaborative efforts of the Tenant and the Government in preserving the historical and architectural interests of the Premises. The content of the video documentary shall include but is not limited to:

(a) historical background and architectural merits of the HPM; (b) the restoration and revitalisation process, including the important milestones of

the revitalisation works; (c) traditional and modern craftsmanship adopted in the revitalisation process; (d) meetings and discussions regarding the revitalisation works; (e) interviews with government departments and stakeholders; and (f) interpretation strategy adopted in the revitalisation process.

The production of the video documentary shall be made by professionals of the relevant fields to be approved by CHO.

21. To grant, or cause the owner of the intellectual property rights to grant, to the Landlord an exclusive, worldwide, freely transferable, sub-licensable, royalty-free and irrevocable licence (including sub-licence as may be appropriate) to copy, display, exhibit, publish, adapt, modify or otherwise use the works contained in the audio/video records and photos and all intellectual property rights therein including, without limitation, copyright, patents, designs, trade marks and topography rights (whether registered or unregistered and wherever arising) subsisting in the audio/video records and photos, including any parts thereof, for all purposes in respect of or in connection with the Project.

22. To fulfil the concept of universal accessibility by giving special attention to the

hardware design (such as provision of barrier free access, etc.) and other software measures (such as production of leaflets readable by visually impaired, facilitating hearing-impaired people to join guided tours, etc.) in the delivery of the Project.

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FOURTH SCHEDULE

WARRANTED STATEMENTS

1. The Tenant is [a private company limited by shares duly incorporated] in Hong Kong; 2. This Agreement has been duly executed and delivered by or on behalf of the Tenant; 3. The Tenant has full power, authority and legal right to enter into, observe and perform

his obligations and liabilities under the terms of this Agreement; 4. This Agreement constitutes a legal, valid and binding obligation of the Tenant fully

enforceable in accordance with his terms and his execution, delivery, performance and enforcement do not constitute a breach of or default under any law, ordinance, statute, regulation, by-law, direction, guideline, recommendation or other provision (by whatever name called) of, or for the time being applicable in, Hong Kong, the memorandum and articles of association of the Tenant, or any other agreement or document to which the Tenant is a party or by which it or any of his assets is/are bound or affected;

5. It is not necessary or advisable to obtain any consent of, licence from, or exemption

by, or to make any filing, registration or recording with, any governmental body or agency of Hong Kong or elsewhere as a result of or in connection with the execution, delivery, effectiveness, performance or enforcement of this Agreement other than specifically mentioned herein;

6. The existing organisation structure of the Tenant is set out in the Appendix to this

Schedule; and 7. There is no bankruptcy or winding up proceedings against the Tenant, his members,

shareholders, trustees and/or directors, if any.

Appendix * The existing organisation chart of the Tenant [Note: The Tenant will provide organisation chart showing the board of directors.]

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TECHNICAL SCHEDULE

1.0 DEFINITIONS In this Agreement, the following expressions shall have the following meanings: 1.1 “Conservation Management Plan” or “CMP” means a report submitted by the

successful tenderer to the AMO based on the requirements of the Conservation Guidelines, which has been subsequently accepted by the AMO on [date]. It includes, but not limited to, an assessment on heritage values, a statement of significance, a study on opportunity and constraint, a set of conservation policy, strategies for documentation and interpretation, future management plan on operation and maintenance, report on impact assessment and mitigation measures; The CMP shall also contain references to the ‘Burra Charter’ (ICOMOS Australia) or the ‘Principles for the Conservation of Heritage Sites in China’ (China ICOMOS).

1.2 “Designated Bank Account” means an interest-bearing Hong Kong currency account established and maintained with a licensed bank in Hong Kong under the Banking Ordinance (Cap.155) solely for the purpose of the Project which is defined hereinbelow.

1.3 “Intellectual Property Rights” or “IPR” means patents, trade marks, service marks, trade names, design rights, copyright, domain names, database rights, know-how, inventions, designs or processes, methodologies used and other intellectual property rights of whatever nature and wherever arising, whether now known or hereafter created, and in each case whether registered or unregistered and including applications for the grant of any such rights.

1.4 “Project” means the conversion and revitalisation of Haw Par Mansion into [TBA] as proposed by the Tenant in his tender submission, and his subsequent implementation and operation of it as [TBA].

1.5 “Use of the Premises” [definition to be provided upon selection of Tenant] 2.0 USE OF THE PREMISES 2.1 The Tenant shall use the Premises shown and coloured [pink, pink stippled black, pink

hatched black and pink cross-hatched black] on the plan in Annex A hereto only as [TBA], of which was specified by the Tenant in connection with the Project, or such other uses as may be approved by the Landlord.

2.2 The Tenant shall offer [TBA] services pursuant to the [XXX Ordinance and XXX Ordinance]. Before the commencement of operation of the [TBA], the Tenant shall obtain pursuant to the said Ordinances, the [licence(s) and/or approvals] for the provision of the aforesaid services at the Premises. The Tenant shall maintain valid approvals or licences under the said Ordinances at all times during the term of this Agreement.

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3.0 PERFORMANCE APPRAISAL 3.1 The Tenant shall submit to the Landlord the following reports covering the activities

relating to the Project. The Tenant may add relevant additional information to any of these reports. The Tenant shall submit the following reports during the term of this Agreement as follows:-

(i) If not before, within six (6) months of the signing of this Agreement, a marketing strategy plan (“the Marketing Strategy”) and a building management plan (“the Building Management Plan”) for the agreement of the Landlord. The Building Management Plan shall include proposed standard and requirements of regular repair, maintenance, management and monitoring procedures for protection of the Premises. It shall in particular include the maintenance strategy and maintenance plan for the Premises, the establishment of the building management team for implementation of the Building Management Plan and any required alteration and addition to the Premises. The Tenant shall ensure that the Building Management Plan is compatible with the CMP together with any subsequent revisions approved by AMO, and the Building Management Plan shall provide details other than those submitted at the time of tender submission. The Tenant shall update and submit the Marketing Strategy and the Building Management Plan to the Landlord within three (3) months following the end of each accounting year which is the 12-month period commencing on 1 April of every calendar year;

(ii) annual progress report certified by the Chief Operating Officer of the Tenant

to be submitted within three (3) months following the end of every accounting year as defined hereinbefore, including but not limited to the following contents:

(a) statistics on visitors to the area for interpretation and participants of the

guided tours; (b) events and activities organised including without limitation to those

related to heritage; (c) repair or maintenance work carried out and to be carried out in the next

twelve (12) months at the Premises; (d) change in the constitution of the board of directors, key personnel,

management, memorandum and articles of association of the Tenant; (e) (i) for limited companies: annual audited financial statements of the

Project including auditor’s report, balance sheet, income and expenditure statement, cash flow statement, accounting policies and notes to accounts. The financial statements must be audited and certified to be true and correct by a certified public accountant or a corporate practice within the meaning of the Professional Accountants Ordinance (Cap. 50); or

(ii) [for unlimited companies/unincorporated joint ventures/sole proprietorship]: unaudited accounts certified correct by the Chief Operation Officer;

(f) such other information as may be required by the Landlord from time to time;

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(iii) final evaluation report certified by the Chief Operating Officer of the Tenant

to be submitted within three (3) months following the termination or expiration of this Agreement, whichever is the earlier, including but not limited to the following contents:

(a) statistics on visitors to the area for interpretation and participants of the

guided tours; (b) events and activities organised and the number of participants/visitors

including without limitation to those related to heritage, art and design; (c) (i) for limited companies: final audited financial statements including

auditor’s report, balance sheet, income and expenditure statement, cashflow statement, accounting policies and notes to accounts. The financial statement must be audited and certified to be true and correct by a certified public accountant or a corporate practice within the meaning of the Professional Accountants Ordinance (Cap. 50); or, (ii) [for unlimited companies/unincorporated joint ventures/sole proprietorship]: unaudited accounts certified correct by the Chief Operation Officer;

(d) such other information as may be required by the Landlord from time to time.

3.2 Without affecting the generality of any other terms and conditions and the Landlord’s

right to claim for compensation, the Landlord shall be entitled to terminate this Agreement (by giving not less than six (6) months’ prior notice in writing to the Tenant only where there is no wilful misconduct on the part of the Tenant) if the Tenant has at any time provided materially misleading, false, inaccurate or incomplete information in, among other things, any reports, proposals and/or in any other documents and/or communications.

4.0 CONSERVATION REQUIREMENTS

4.1 The Tenant shall maintain and provide the spatial accommodation specified in the following table and obtain the prior approval of the Landlord in writing for any proposed change.

[TBA] to be provided in the Premises Minimum UFA (m2) * Area for Interpretation Reception/lobby [*] Back of house E&M Room Car park

Remarks *: UFA (Usable Floor Area) under the Code of Practice for the Provision of

Means of Escape in Case of Fire 1996 issued by the Building Authority shall be adopted herein. UFA means the aggregate of the areas of the floor or floors in a storey or a building excluding, unless otherwise specified, any staircases, public circulation space, lift landings, lavatories, water-closets, kitchens in self-contained flats, and any

Tenancy Agreement



space occupied by machinery for any lift, air-conditioning system or similar service provided for the building.

4.2 Every effort shall be made to preserve the façades of the Mansion, the setting of the Garden and the general outlook of the HPM including the appearance of retaining walls supporting the Garden during implementation of any alteration, addition works or renovation works.

4.3 The Tenant shall comply with and review the CMP to the satisfaction of AMO during the term of this Agreement. Any proposed amendment to the CMP shall be submitted to AMO for approval.

4.4 The Tenant shall comply with the conditions stated in the endorsement letter regarding the CMP issued by AMO to the Tenant dated [date] and any other additional requirements as required by the AMO at anytime prior to or after signing of this Agreement.

5.0 REFLECTION OF HERITAGE VALUE AND SIGNIFICANCE 5.1 (i) The Tenant shall produce and disseminate pamphlets, leaflets or the like on the

heritage significance (including historical, cultural, social and architectural significance) of Haw Par Mansion to the public during normal operating hours of the Tenant’s business.

(ii) The Tenant shall provide the following services and activities to the public free of

charge:

(a) set up an area for interpretation of not less than [40m2 ] on the ground floor of “the Mansion” as described in Clause 1 of the First Schedule hereof to for the interpretation of the heritage significance and values of the Premises. The contents of interpretation shall include, but not limited to, the history and architectural features of the HPM, history of the AW family, and the architecture, history of and the religious concept propagated by the former Tiger Palm Garden. The means of display shall include artefacts, relics, records and/or other appropriate materials. Multi-media for interactive participation as a means of interpretation shall be provided. The area for interpretation shall be open for public access, for not less than six days per week and the days of opening in a week shall include both Saturday and Sunday; and

(b) provide guided tours of “the Mansion” and “the Garden” as described in Clause 1 of the First Schedule for public appreciation every week. At least half of those guided tours arranged in a year shall fall on Saturdays or Sundays.

(iii) The design, contents and means of display in the area for interpretation, and the

arrangement of the free guided tours shall be subject to the satisfaction of the Landlord and AMO.

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5.2 The Tenant shall document the entire conservation process by means of written record, photographic and video recording. The Tenant shall provide a copy of the said record and recording to the Landlord free of charge within one month of commencement of its business operation. For avoidance of doubt, the Landlord shall have a perpetual right and licence to use the said record and recording, as well as the whole or any part of the content thereof, for any purpose as he thinks fit.

6.0 SOCIAL RESPONSIBILITIES 6.1 The Tenant shall at all times comply with the relevant ordinances for the promotion of

equal opportunity and any codes issued under those ordinances and provide equal opportunities to all customers, visitors, employees and job applicants.

6.2 The Tenant shall allow the Government, members or officials from Antiquities Advisory Board or Commissioner for Heritage’s Office, other Government departments, bureaux, organisations and their invitees to visit the Premises at all reasonable times upon notice by the Landlord in writing. The Tenant shall assist in arranging and conducting such visits.

7.0 FINANCIAL/ACCOUNTING OBLIGATIONS 7.1 The Tenant shall keep a Designated Bank Account and a set of accounts solely and

exclusively for the Project.

7.2 The Tenant shall be solely responsible for any cost or expense incurred from the starting up and operation of the Project and seeking necessary funding in meeting the costs or expenses thereof. The Landlord accepts no liabilities for any action, suit, liability, cost, expense, claim, demand and loss (whether financial or other wise) whatsoever and howsoever arising directly or indirectly out of or in connection with the occupation and use of the Premises by the Tenant or the operation of the Project.

7.3 The Tenant shall during the continuance of the Agreement and for at least one (1) year

after termination or expiry of the Agreement maintain and keep proper accounts and retain the same for at least seven (7) years. Such accounts shall be made available for inspection at all times by the Landlord. The Landlord has a right to inspect the books of accounts and records of the Project and shall be entitled to determine this Agreement by giving not less than six months’ prior written notice to the Tenant whom is a limited liability company if its financial statements fail to comply with the Hong Kong Financial Reporting Standards (HKFRs); which collectively refers to Hong Kong Accounting Standards (HKAs) and Interpretations issued by the Hong Kong Certified Public Accounts (HKICPA), accounting principles generally accepted in Hong Kong and the statutory requirements under the Companies Ordinance (Cap.32) or if the Tenant whom is a unlimited company/unincorporated joint venture/partnership/sole proprietorship fails to have its unaudited accounts certified true and correct by its Chief Operating Officer and the Tenant fails to rectify the financial statements within a reasonable time after receipt of written notice of demand from the Landlord.

7.4 For the avoidance of doubt, it is hereby expressly agreed and declared that the acceptance by the Landlord of any accounts or audited accounts submitted or any

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money paid by the Tenant in accordance with this Agreement shall not in any way whatsoever bar or otherwise preclude the Landlord from subsequently disputing the accuracy of any such accounts or the correctness of any such sum and that in the event that any further sum whatsoever be found due from the Tenant to the Government, the same shall be paid by the Tenant to the Government on demand.

8. SECURITY DEPOSIT 8.1 Within seven days of the issuance of the Approval-in-Principle by the Secretary for

Development, the sum of HK$400,000 as security (“the Security Deposit”) for the due and proper performance of this Agreement shall be deposited with the Landlord in cash or in the form of a banker’s guarantee approved by the Landlord and issued by a bank licensed under the provisions of the Banking Ordinance (Cap. 155).

8.2 If the Tenant fails to pay the Security Deposit upon the due dates as stipulated in Clause

8.1 or refuses to carry out the Agreement upon the commencement of the Agreement within reasonable time, the Agreement shall be deemed to be terminated and the Landlord is entitled to grant the Tenancy to another person and claim for compensation from the Tenant.

8.3 The Security Deposit in cash shall be wholly forfeited to the Landlord or a call shall be

made on the banker’s guarantee in the event of the Agreement being terminated in accordance with the provisions of the Tenancy Agreement. Notwithstanding such provisions and without prejudice to any other remedies available to the Landlord, the Landlord shall have the right to deduct from the Security Deposit in cash or to make a call on the banker’s guarantee in order to pay the Government the amount in relation to any losses, claims, damages, costs, charges, expenses, liabilities, demands, proceedings and actions whatsoever suffered by the Government as the direct or indirect result of any breach of the Agreement by the Tenant or to pay the Government such sum or sums as may become due to the Government but remain unpaid by the Tenant under this and any agreements with the Government after the due date for the payment thereof.

8.4 If any deduction is made by the Landlord from the Security Deposit or by making a call

on the banker’s guarantee during the continuance of this Agreement, the Tenant shall, within fourteen (14) days, on demand in writing made by the Landlord, deposit a further sum or provide a further banker’s guarantee in a sum equal to the amount so deducted or so called on, and such sum shall be added to the residue of and form part of the Security Deposit.

8.5 Upon the expiry or sooner termination of this Agreement by the Landlord in accordance

with Clause 4(h) of the General Conditions or Clause 48 of the Second Schedule, the Landlord will return to the Tenant without interest the balance of the Security Deposit or the banker’s guarantee, if one is provided, shall be released, within three (3) months after all of the Tenant’s obligations under this Agreement have been observed and complied with to the satisfaction of the Landlord and the receipted bills in respect of outstanding payment of all fees and charges including rates and utility charges are provided to the Landlord, notwithstanding the expiry of the tenancy.

8.6 Notwithstanding Clause 3(a) of the General Conditions, the Tenant shall permit all

prospective tenants of the Premises having written authority from the Landlord, with or

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without representatives of the Landlord, to enter and view the Premises or any part thereof, during the normal opening hours of the Tenant’s business at the Premises, upon prior notice by the Landlord, and without causing any interruption to the Tenant’s business thereat.

9.0 PROJECT GOVERNANCE 9.1 The Tenant shall carry out and operate the Project in accordance with the tender

submission together with the Schedule of Amendments where applicable and all other amendments thereto. The Tenant shall also at all times fulfil the tender requirements and deliver the standard of quality required thereof as set out in the tender documents to the satisfaction of the Landlord. In case of any discrepancy between the terms of this Agreement and the tender submission, the terms and conditions of this Agreement shall prevail.

9.2 The name, logo, emblem, mark of the like of [TBA] shall be subject to the review of the

Landlord at all times. The Landlord shall notify the Tenant if any logo, emblem or mark of [TBA] is considered offensive. Upon such notice, the Tenant shall revise the name, logo, emblem, mark or the like of [TBA] to eliminate elements considered offensive.

9.3 The [Managing Director] for the time being of the Tenant shall be the Tenant’s

appointed representative (“Tenant’s Representative”). Unless otherwise agreed by the Landlord, the said Director shall be dedicated to the Project and based in Hong Kong. He shall, inter alia, be responsible for co-ordinating all aspects of the Project.

9.4 The Tenant’s Representative and key personnel shall meet with the Landlord at such

intervals or at such times as the Landlord may determine for the discussion of matters arising out of or in connection with this Agreement (including but without limitation to the design and progress of renovation, restoration, upgrading and operation works, public relations and level of achievement of the Project). In case of any change in key personnel and management of the Tenant, the Tenant’s Representative shall give reasonable prior notice to the Landlord in writing.

9.5 The [TBA] shall be operated in such a manner that the standard and image of [TBA]

shall not adversely affect the image of the Landlord and the Premises. 9.6 Any modification, amendment or addition to the Project, including the scope or mode of

operation shall require prior approval of the Landlord, AMO and the Town Planning Board, as necessary.

9.7 The Tenant shall submit drawings and all necessary information with regard to the

works for adaptive re-use to the Landlord, from time to time as required by the Landlord, for review and approval as necessary.

9.8 The Tenant shall submit monthly progress reports containing the most updated project

information to the Landlord for monitoring during the implementation period of the works for adaptive re-use. If, at any time, the Tenant foresees any major slippage on the progress of works, the Tenant shall report the situation to the Landlord immediately. The Tenant shall submit a final report to the Landlord within one month from the

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completion of the works for adaptive re-use. 9.9 Upon completion of the works for adaptive re-use, the Tenant shall arrange inspection

with the relevant authorities, Government departments, etc. for the issue of Occupation Permit, Fire Certificates and other licences/permits required for the operation of the specified business. The Tenant shall provide the copies of the above certificates/licences/permits to the Landlord for retention.

9.10 The Tenant shall consolidate the as-built drawings, operation and maintenance manuals,

and other relevant information of the works which are to be maintained by the Landlord, and submit the relevant information to the Landlord for review and arrange inspections for handing over the works.

9.11 The Landlord has the right to make use of/disclose information with regard to this

Agreement (as well as related information including, without limitation, the letter referred to under Clause 4(dd) of the General Conditions) as necessary for the purposes of conducting research or sharing with other parties concerned, including, without limitation, answering questions raised by members of the Legislative Council and the media.

9.12 It is the responsibility of the Tenant to ensure that the contractors, subcontractors,

consultants, management and staff of the Project (“Personnel”) shall comply with the requirements of the Prevention of Bribery Ordinance (Cap. 201). The Tenant shall not, and shall procure and ensure that his Personnel shall not, offer to any person, or solicit or accept from any person, directly or indirectly any advantage (including without limitation any gift, fee, discount, loan or reward in money or in any form) within the meaning of the term as defined in the said ordinance. If considered necessary by the Landlord, the Independent Commission Against Corruption may be requested to examine the management and control procedures of the Tenant in respect of the Project with a view to providing corruption prevention advice to ensure the proper use of funds and resources. A code of conduct shall be drawn up by the Tenant setting out, among other things, rules concerning solicitation and acceptance of advantages, protection of confidential information and declaration of conflict of interest for compliance and shall apply to the Project.

9.13 The Tenant shall allow the Landlord or any of his representatives to conduct spot

checks on the Premises at all reasonable times in respect of the Project without any prior notice.

9.14 The Tenant shall not cease the Project or terminate this Agreement without the prior

consent of the Landlord in writing.

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AS WITNESS WHEREOF the Commissioner for Heritage being duly authorized by the Chief Executive of the Hong Kong Special Administrative Region so to do has set his hand hereto for and on behalf of the Landlord and the Tenant has caused its common seal to be affixed hereto the day and year first above written.

Sealed with the common seal of the Tenant and signed by

in the presence of

Signed, sealed and delivered by the Commissioner for Heritage, for and on behalf of the Government of the Hong Kong Special Administrative Region

in the presence of

Civil Servant, Commissioner for Heritage’s Office

Name of Witness: Address :

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Dated .........................................., 20

T E N A N C Y A G R E E M E N T

Landlord: Tenant: Premises, Rent and Term:

The Government of the Hong Kong Special Administrative Region (TBA) As specified in the First Schedule

Commissioner for Heritage’s Office Development Bureau

PASSAGE AREA

Garden

Drainage Reserve (D.R.)

PINK STIPPLED BLACK

PINK CROSS‐HATCHED BLACK AREA

PINK HATCHED BLACK AREA

PASSAGE AREA

BOUNDARY OF PREMISES

TUNNEL PROTECTION ZONE

Tender Reference: CHO‐HPM02/11

REVITALISATION OF

THE HAW PAR MANSION

TENANCY AGREEMENT

ANNEX A

PLAN OF THE PREMISES

1 : 1000

虎豹別墅 Haw Par Mansion

P

X

W

V

U

Ancillary Site

PROPOSED AND EXISTING WATER MAINS

Y Z

2 m

Entrance Porch

Hong Kong Inland Lot No. 8972

Main Site

BOUNDARY OF HONG KONG ISLAND LOT NO. 8972

Mansion

Annex B


- Annex B of Tenancy Agreement -

INVENTORY LIST

REFERRED TO IN CLAUSE 2(f) OF THE GENERAL CONDITIONS AND CLAUSE 7

OF THE THIRD SCHEDULE

[To be inserted after selection of successful tenderer]

Annex C


- Annex C of Tenancy Agreement/P.1 -

Requirements on Photographic Records of Historic Buildings

A. All the photographic recording must be made in digital format (of at least 25Mb of

each RAW image). The following recording is required:

(1) The overall historic site including the setting of the historic building(s) and

its ancillary building(s) and structure(s) together with its/ their immediate

surroundings, the general landscape, including important trees, garden

details, courtyard details and types of paving.

(2) An aerial-photo (at oblique angle) showing the characteristics of the site.

(3) The exterior and interior of each building / structure in detail with the

following shots, using the appropriate lenses for the task, including

perspective correction, macro, wide-angle and telephoto as necessary for the

followings:

Exterior

(a) identification view including the surrounding area;

(b) each of all external elevations (using a perspective correction (PC) lens

as appropriate);

(c) oblique views of the building and roof;

(d) close-up of the main entrance;

(e) details showing eaves, verges and ridges;

(f) typical windows;

(g) any other architectural details, such as:

decorations on the ridges, eaves, gable walls, pediments, windows,

doors, roofs, towers, openings, chimneys, foundation stones,

commemorative plaques, stone tablets, inscriptions, couplets, etc. (using

a macro lens as appropriate).

Interior

(a) interior of each room in the buildings, general views showing all sides

of the room, ceiling and floors; and

(b) close-ups of any other important features, such as: fireplaces, staircases,

mechanical features, structural steelwork details, commemorative

Annex C



plaques, stone tablets, inscriptions, couplets, murals, carvings,

furnishings, furniture and fittings, etc. (using a macro lens as

appropriate).

Construction Details

(a) close-ups of any notable construction details, such as type of brick

bonding, different courses of brickwork to each wall, etc; and

(b) building materials used in the construction of the principal elements, e.g.

floors, roofs stairs, windows, balconies, etc.

B. All the photographic records shall be projection prints (in 4” x 6” size) and presented

with their location plans in an A4-size report properly captioned in both Chinese and

English. All the prints should be easily referenced to their location on key drawings

and should be numbered and cross-referenced for easy retrieval.

C. The following photographic records should be submitted:

(1) two set of contact prints (in 8x10 proof) of all the photos;

(2) three hardcopies of the Photographic Survey Report (in A4 size or other

agreed size not larger than A3 size); and

(3) four softcopies (CD-ROM in approved format) of all the photos (one original

file of at least 25Mb in RAW format (approximate 5.6k x 3.7k pixels)and one

compressed file of around 2.5Mb in jpeg format (approximate 2.8k x 1.8k

pixels) for each photo) and the Photographic Survey Report.

Annex C



Requirements on Cartographic Records of Historic Buildings

A. The following measured drawings showing the conditions of the building are

required:

(1) Site plan showing the location of the buildings to 1:500 with key plan to

1:20,000.

(2) Floor plan(s) showing all structural walls, and original non-structural

partitions and built-in fittings to 1:50.

(3) Floor plan(s) of the external areas showing any important features in the

courtyard, garden or area adjoining the building to 1:50.

(4) Roof Plan to 1:50.

(5) At least four cross-sections through the building sufficient to show the

architectural characteristics of the building to 1:50. The cross-sections have

to be agreed with the Antiquities and Monuments Office (AMO).

(6) Elevation of each face of the building to 1:50.

(7) Reflected Ceiling Plan to 1:50 showing the roof structure, number of joists,

rafters and battens to the roof etc.

(8) Building services drawings including drawings showing each building

service independently and combined building services drawings;

(9) Architectural details including but not limited to archways, doorways,

porches, windows, beams, roof trusses, pediments, keystones, columns,

paving, flooring, fireplaces, panelling, plaster decoration and ornamented

features, mouldings, stairs, ramps chimneys, parapets, brick construction

patterns, roof ridge decorations, column bases, lintels, boards, screen

windows and doors, gable walls, bracket systems, eaves, steps, altars, any

decorative feature and any other item of historical or conservation interest to

scale 1:10 or 1:5 as appropriate together with location plans showing each

architectural feature. All the features should be numbered and listed on a

cross-referenced checklist together with the reference number of their

photographs (as recorded in the photographic survey) and their location plans

and detailed drawings.

(10) Plan, elevation and cross section of any important fittings within the

building, particularly relating to its commercial/industrial use, to appropriate

scale.

Annex C



(11) Construction details should be noted, such as type of brick bonding, joints in

timbers, joints in granite features, etc, to scale 1:10 or 1:5 as appropriate.

The number of courses of brickwork or masonry work to each wall should

also be recorded on the appropriate elevation plan(s). This also applies to

the detailed drawings of flooring, roof and truss system of the building, such

as construction pattern of finish flooring to each floor, number of joists to

each floor, rafters and battens to the roof, and etc.

(12) The number of courses of brickwork to each wall should be recorded on the

appropriate elevation, similarly the number of joists to each floor, number of

rafters and battens to the roof, etc.

` (13) Drawings with indications of all building services including combined

building services drawings.

(14) All the plans should have North point.

B. Drawings should be annotated with descriptions of the building materials used in the

construction of the principal elements, e.g. floors, roofs, stairs, windows, balconies,

etc.

C. THREE full sets of the cartographic drawings (in both hard and soft copies i.e.

CD_ROM in .dwg & .dxf format) should be submitted.

TENANCY AGREEMENTANNEX D

PLAN OF EXISTING STRUCTURES AT

THE PREMISES1 : 500

Tender Reference: CHO-HPM02/10

REVITALISATION OFTHE HAW PAR MANSION

Low boundary fence walls

Legend:

N

Fountain with a pool

Mansion

Pond

Side garden gate

Garden

Main garden gate

Pavilion

Corner Tower

Ancillary Site

A stone sculptureinscribed with a mural

Main Site

Retaining wallNo. 11SE-A/R17

Retaining wallNo. 11SE-A/R15

(Sub-division No. 1)

Main entrance gate

Corner Tower entrance gate

Retaining wall

Annex E


- Annex E of Tenancy Agreement -

CONSERVATION MANAGEMENT PLAN

[To be inserted after selection of successful tenderer]

Annex F


- Annex F of Tenancy Agreement/P.1 -

TECHNICAL NOTES FOR GUIDANCE IN ASSESSING THE EFFECTS OF CIVIL

ENGINEERING WORKS/CONSTRUCTION DEVELOPMENT ON THE HONG

KONG WEST DRAINAGE TUNNEL AND ASSOCIATED WORKS

1. These technical notes apply to civil engineering works/ construction development

situated on or adjacent to the Hong Kong West Drainage Tunnel and Associated

Works (HKWDT). The notes are for guidance only and in case of doubt as to

whether any proposed works will adversely affect the HKWDT, Drainage Services

Department must be consulted.

General

2. HKWDT means the underground tunnel and associated underground structures for

the transfer of stormwater including intake/portal structures, dropshafts and adits

connecting to a main drainage tunnel. The Director of Drainage Services should be

consulted if there is any query concerning the route and extent of HKWDT.

3. The main risks of damage to HKWDT arise from either site formation or foundation

works constructed immediately adjacent to HKWDT or from boreholes, wells, shafts,

tunnels, grouting, ground investigation works for a project requiring deep boreholes

to be drilled into the rock or other works constructed close to HKWDT.

4. For the purposes of these technical notes the term “rock” is defined as Grades I, II

and III rock material according to Table 4 (Classification of Rock Material

Decomposition Grades) of Geoguide 3 (Guide to Rock and Soil Descriptions)

published by the Geotechnical Engineering Office. The term “soil” is defined as

Grades IV, V and VI rock material as defined in Table 4 of Geoguide 3, reclamation

materials/fill, debris flow, marine and alluvial deposits.

5. Leakage of sewage or migration of gas from proposed sewage or gas tunnels may

pose health and safety risks to the maintenance works for the HKWDT. These

risks must be evaluated when considering any proposed sewage or gas tunnel near

HKWDT, especially in respect of any dewatering works where there is the potential

for the migration of hazardous substances in solution in groundwater near the

HKWDT.

Annex F



6. All proposals for new construction works within 30 metres each side from the

centerline of the main tunnel, adits and dropshafts of the HKWDT shall be subject to

special scrutiny by Drainage Services Department. Each proposal shall be treated

on its individual technical merits and subject to the requirements of the following

technical guidelines.

Site Formation or Foundation Works

7. Where construction works (including site formation, foundation works or excavation

for basements, shafts, tunnels and the like) are proposed above or adjacent to

HKWDT, the following limitations on the works and the effects of the works shall

apply:

(a) Changes in vertical or horizontal pressure on any HKWDT structure due to the

above operations (including filling and dewatering) and due to additional loads

transmitted from foundations (including loads arising during construction) shall

not exceed 20kPa;

(b) Differential movement resulting from the works shall not produce final distortion

in any HKWDT structures exceeding 1% of internal diameter/width and the total

movement in any HKWDT structure shall not exceed 20mm in any plane;

(c) The peak particle velocities induced to any HKWDT structures resulting from

blasting (where permitted) or from driving or extraction of piles or any similar

operation which can induce prolonged vibration shall not exceed 25mm/sec for

blasting and 15mm/sec for other operations;

(d) No holes or excavations shall be sunk or excavated within a distance of 3m from

any point of any HKWDT structure without prior approval by the Drainage

Services Department for the works and the method to be employed; and

(e) No pile, foundation, borehole, well, soil nail, horizontal drain, rock bolt/dowel,

any part of a ground anchor if allowed or other geotechnical installation shall be

driven or constructed within a distance of 3m in any plane from any point of any

HKWDT structure.

Annex F



8. Proposals for monitoring the effects on HKWDT shall be submitted to the Drainage

Services Department before works commence and subsequent data together with

interpretation shall be submitted to the Drainage Services Department for the

duration of the works. Where the proposed works or any part of the proposed

works shall come within a distance of 10m from any point of any HKWDT

structures, the submission shall also include detailed method statements on the

method to be employed for constructing the proposed works and for monitoring the

alignment/depth of the proposed works.

Ground Investigation Works

9. Where ground investigations are proposed within 30 metres each side on plan from

the centreline of the main tunnel, adits and dropshafts of the HKWDT the followings

shall be submitted to the Drainage Services Department:

(a) details of the exploration and locations of the proposed exploration holes, trial

pits, trenches, field testing or instrumentations relative to the HKWDT

structures;

(b) proposed depth of holes, pits, trenches, field testing or instrumentation;

(c) a method statement for sinking holes, excavating trial pits and trenches including

back-filling, conducting field testing or installing instrumentation; and

(d) a method statement for monitoring and checking the alignment and depth of

holes when the minimum distance from a hole to any point of HKWDT structure

is less than 10m in any plane.

10. Any proposal will also be judged against the following technical guidelines:

(a) The vertical and horizontal pressure on any HKWDT structure due to ground

investigation works including field testing such as plate load test, pressuremeter

test, packer test or any operation shall not exceed 20kPa;

(b) The peak particle velocities induced to any HKWDT structure resulting from

artificial shocks generated either by the detonation of explosives or a mechanical

Annex F



blow at ground surface or at depth within a hole shall not exceed 25mm/sec;

(c) The peak particle velocities induced to any HKWDT structure resulting from

percussive drilling, hammer drilling or any other site operation which can

induced prolonged vibration, shall not exceed 15mm/sec; and

(d) No boreholes, trial pits or trenches shall be sunk or excavated within a distance

of 3m from any point of the HKWDT structure.

Dewatering Works and Wells

11. Assessment shall be made regarding the leakage of sewage and the migration of gas

in respect of all dewatering and well proposals within 30 metres of centerline of

main tunnel, adits and dropshafts of HKWDT. Monitoring proposals shall be

submitted to the Drainage Services Department for the duration of the dewatering or

extraction.

Exemptions

12. The following minor works are exempted:

(a) road pavement construction or reconstruction;

(b) road and highway structure maintenance that does not include piling;

(c) excavations less than 1m deep;

(d) landscaping and planting;

(e) erection of street lighting and other street furniture except where piling works are

involved;

(f) maintenance and repair of slopes; and

(g) emergency repairs of existing underground utility services, such as water mains,

sewers, drains.

Documents

TENANCY AGREEMENT ( *) - 香港歷史文物23.5.2011).pdfTenancy Agreement Tender Reference: CHO-HPM02/11 Revitalisation of the Haw Par Mansion - Tenancy Agreement /P.3- solely liable