ardgowan medical practice - gp surveyors · gp surveyors gives notice to anyone who may read these...
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Ardgowan Medical PracticeGreenockGreenock || ScotlandScotland
Offers over £1.1 millionOffers over £1.1 millionBids close 31 July 12pmBids close 31 July 12pm
0114 281 5850 | www.gpsurveyors.co.uk
Investment Summary
• Notional Rent: £67,650 / annum
• Patient list size: 9,190
• FTE doctors: 5 + 1 part-time
• Freehold (subject to lease to GP partners)
• Draft lease attached (see page 10 onwards)
Key property features
• Ground floor area: 370 sq m
• First floor area: 87.8 sq m
• Car parking spaces: 28
• Purpose-built
Offers Invited
Offers over £1.1 million
Bids to be submitted by 31 July 12pm
0114 281 5850 | [email protected] | www.gpsurveyors.co.uk
Property description
Ardgowan Medical Practice is a large purpose built GP surgery, dated 1994 and offers two floors of accommodation, with a large tarmac car park situated to the side of the property, which has space for 28 cars.
The ground floor is 370 sq m and consists of: eight consulting rooms, a treatment room, a training room and an examination room. The surgery also benefits from a large waiting and reception area and an administration office. Storage areas include a medical records store, pram bay, a cleaning cupboard, refuse store and a storeroom. Facilities include two WCs, a parent and baby changing room and utility room.
The first floor is 87.8 sq m and consists of: two office suites, 2 WCs and a shower room and a common room including kitchen.
0114 281 5850 | [email protected] | www.gpsurveyors.co.uk
0114 281 5850 | [email protected] | www.gpsurveyors.co.uk
0114 281 5850 | [email protected] | www.gpsurveyors.co.uk
Location
Ardgowan Medical Practice is located on Finnart Street in Greenock, situated just a 5-minute walk from Oak Mall Shopping Centre, the local amenities are fantastic.
The practice has excellent road links, due to its proximity to the A78 and is just a three-minute walk from Greenock West train station.
0114 281 5850 | [email protected] | www.gpsurveyors.co.uk
Contact
Rebecca AdamsGP SurveyorsBusiness Development Manager 0114 281 [email protected]
Offers Invited
Offers over £1.1 million
Bids to be submitted by 31 July 12pm
0114 281 5850 | [email protected] | www.gpsurveyors.co.uk
Ardgowan Medical PracticeGreenockGreenock || ScotlandScotland
IMPORTANT NOTICE:
GP Surveyors gives notice to anyone who may read these particulars as follows: 1. These particulars are prepared for the guidance only of prospective purchasers. They are intended to give a fair overall description of the property but are not indeed to constitute part of an offer or contract. 2. Any information contained herein (whether in text or photographs) is given in good faith but should not be relied upon as being a statement of representation of fact. 3. Nothing in these particulars shall be deemed to be a statement that the property is in good condition or otherwise nor that any services or facilities are in good working order. 4. The photographs appearing in this brochure show only parts and aspects of the property at the time when the photographs were taken. Certain aspects may have changed since the photographs were taken and it should not be assumed that the property remains precisely as displayed in the photographs. Furthermore, no assumptions should be made in respect of parts of the property which are not shown in the photographs. 5. Any areas, measurements or distances referred to herein are approximate only. 6. Where there is a reference in these particulars to the fact that the alterations have been carried out or that a particular use is made of any part of the property this is not intended to be a statement that any necessary planning regulations or other consents have been obtained and these matters must be verified by any intending purchaser. 7. Descriptions of a property are inevitably subjective and the descriptions contained herein are used in good faith as an option and not by way of statement or fact. 8. All areas quoted are expressed as Net Internal Area (NIA) in accordance with the RICS Code of Measuring Practice 6th Edition and Guidance Note 60. 9. All prices and rents are exclusive of VAT but may be liable at the prevailing rate.
0114 281 5850 | www.gpsurveyors.co.uk
ARDG/001/001_2678188_1 CLO ID=1425978
LEASE
between
[ ] (hereinafter called “the Landlords” which
expression shall include all persons deriving title
from them)
OF THE FIRST PART and
DOCTOR ALAN ROBERT DICKSON, 3 Overton
Grove, Kilmalcolm PA13 4DR, DOCTOR ROBERT FRASER GRAY, 78 Lyle Road,
Greenock PA1 7QT and DOCTOR JAMES GALLAGHER, 79 Union Street, Greenock, PA16
8BG, DOCTOR P[ ] S[ ] BARR, [
] and DOCTOR JOHN McPHERSON, 8 Knockdhu Place, Gourock PA19 1DP as
partners of and as such trustees for the Firm of
Ardgowan Medical Practice, having its principal
place of business at Ardgowan Medical Practice,
2 Finnart Street, Greenock PA16 8HW
(hereinafter called “the Tenants” which
expression shall in substitution therefor include
their permitted successors and assignees)
OF THE SECOND PART
IT IS CONTRACTED and AGREED between the Landlords and the Tenants as
follows:-
1. DEFINITIONS AND INTERPRETATION
1.1 In the Lease (as hereinafter defined) unless the context otherwise
requires, words importing the masculine gender shall include the
feminine and vice versa; words importing persons shall include
companies and corporations and vice versa, and words importing
the singular number shall include the plural and vice versa, and
2.
ARDG/001/001_2678188_1
where at any time there are two or more persons included in the
expression “the Tenants” then the undertakings on the part of the
Tenants in terms of the Lease shall be deemed to be joint and
several but no so as to infer or imply continuing liability on a cedent
following an assignation.
1.2 If the tenants’ part of the Lease is at any time vested in a firm or
partnership the Tenants’ obligations while it is so vested shall be
binding jointly and severally not only on all persons who are
partners of the firm at the time that the Lease first comes to be so
vested, but also on all persons who shall become partners of the
firm at any time when the Lease is vested in such firm and their
respective executors and representatives whomsoever, as well as
on the firm and its whole stock, funds, assets and estate without the
necessity of discussing them in their order, and such obligations
shall subsist and remain in full force and effect notwithstanding any
change or changes which may take place in the name of the firm or
the constitution of the partnership whether by the assumption of a
new partner or partners or by the retiral, death or outgoing for any
other cause of any individual partner, and shall also be binding on
any successor firm carrying on the business of such firm.
1.3 The headings and sub-headings in the Lease are inserted for
convenience only and shall not affect the construction of the Lease.
1.4 Reference to either the Landlords or the Tenants having a right of
approval or consent under the Lease means a prior written approval
or consent, which must not be unreasonably withheld or delayed
except where the Lease specifies that either the Landlords or the
Tenants have absolute discretion.
3.
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1.5 Where either the Landlords or the Tenants have the right to
approve, decide, designate, nominate, request, require, specify or
stipulate any matter or thing under the Lease, that right will be
subject to a condition that it will act reasonably and properly when
exercising that right except where the Lease specifies that it has
absolute discretion.
1.6 Where either the Tenants or the Landlords must pay any costs that
the other incurs (or any proportion of them), those costs must be
reasonable and proper and reasonably and properly incurred.
1.7 In the Lease, the following expressions shall have the following
meanings:-
1.7.1 “Act” means any act of the UK or Scottish Parliament
and any delegated law made under it;
1.7.2 “Business Day” means a day on which clearing
banks in Edinburgh, Glasgow and London are open for
normal business;
1.7.3 “the Date of Entry” means [TBC];
1.7.4 “the Date of Expiry” means [TBC- 15 years after
Date of Entry];
1.7.5 “the DV Approved Rental” has the meaning ascribed
to it in Part III of the Schedule;
1.7.6 “District Valuer” means the district valuer for the
relevant Health Board and includes any successor
person or body thereto;
1.7.7 “First Review Date” means [ ] December 2022;
4.
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1.7.8 “Health and Safety File” means the health and safety
file for the Leased Subjects prepared in accordance
with the terms of the Construction (Design and
Management) Regulations 2015 or any statutory
amendment or re-enactment thereof;
1.7.9 “Initial Rent” means [TBC] POUNDS (£[ ]) STERLING per annum;
“Insolvency Practitioner” means any Liquidator,
Receiver or Administrator appointed in respect of the
Tenants’ assets or any part thereof;
1.7.10 “Insured Risk” means any risk against which the
Landlords undertake to insure in terms of Part V of the
Schedule together with such other risks or perils as the
Landlords shall from time to time require or the
Tenants shall from time to time have reasonably
requested in terms of Part V and against which such
risks or perils the Landlords shall have so insured;
1.7.11 “Indexed Linked” means the item or amount to be
indexed linked multiplied by A where:-
“A” means RIPn
RPIa
“RPI” means “all items” figure of the Retail Prices
published by the Office of National Statistics or any
successor Ministry, Department or Government
Agency or such other index as may be substituted by
virtue of Clause 4 of Part III of the Schedule;
“RPIn” means the RPI for the month preceding the
month in which indexation is to take place; and
“RPIa" means RPI for the month and year in which the
Premises Directions Cessation Date falls;
5.
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1.7.12 “Interest” means the rate of Four per centum per
annum above the base lending rate or other base
lending rate for the time being in force of the Bank of
Scotland (or such other bank being a member of the
London committee of Clearing Banks as the Landlords
may from time to time specify);
1.7.13 “Interim Notice” shall have the meaning ascribed to it
in Part III of the Schedule;
1.7.14 “the Lease” means this Lease and the Schedule and
Plan (if any) annexed and executed as relative hereto;
1.7.15 the “Leased Subjects” means the subjects described
in Part I of the Schedule;
1.7.16 the “New Rent” has the meaning ascribed to it in Part
III of the Schedule;
1.7.17 “Open Market Rent” has the meaning ascribed to it in
Part III of the Schedule;
1.7.18 “the Parties” means the Landlords and the Tenants
together, and “Party” means either one or the other of
them;
1.7.19 the “Permitted Use” means (i) the provision of
primary medical services and other primary and
community healthcare and social care services and (ii)
office and other accommodation ancillary thereto;
1.7.20 the “Plan” means the plan annexed and executed as
relative hereto which plan is demonstrative only and
not taxative;
6.
ARDG/001/001_2678188_1
1.7.21 the “Planning Acts” means the Town and Country
Planning (Scotland) Act 1997, the Planning (Listed
Buildings and Conservation Areas) (Scotland) Act
1997, the Planning (Hazardous Substances)
(Scotland) Act 1997, the Planning (Consequential
Provisions) (Scotland) Act 1997 and the Planning
(Scotland) Act 2006 and any statutory modifications or
re-enactments thereof for the time being in force and
any rules, regulations or orders made thereunder;
1.7.22 “Premises Directions” means the Primary Medical
Services (Premises Development Grants,
Improvement Grants and Premises Costs) Directions
2004 as amended or any other statement of fees and
allowances or the like (including rent reimbursement)
which may be substituted therefor;
1.7.23 “Premises Directions Cessation Date” means the
date on which the Tenants cease to be a Qualifying
Practice or the date when the Premises Directions
cease to permit the appeal of any assessment made
by the District Valuer of the Open Market Rent
thereunder either to the Scottish Ministers or by some
other independent person;
1.7.24 “Premises Directions Cessation Date Rent” means
the Rent operative at the Premises Directions
Cessation Date which Rent shall never be less than
the Stepped Rent;
1.7.25 “Qualifying Practice” means a doctor's practice
having the benefit of reimbursement of rental costs
under the Premises Directions;
7.
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1.7.26 “Quarter Days” means Candlemas (28 February),
Whitsunday (28 May), Lammas (28 August) and
Martinmas (28 November) in each year and “Quarter Day” means any of them;
1.7.27 “the Rent” means the Initial Rent per annum,
together with Value Added Tax (if any chargeable
thereon) or such increased sum as may be substituted
therefor in terms of Clause 2 of Part III of the
Schedule;
1.7.28 the “Reserved Rights” means the rights and others
specified in Part II of the Schedule;
1.7.29 “the Review Dates” means the First Review Date and
every three years thereafter, on the anniversary of the
First Review Date, and ‘Review Date’ means any one
of such dates;
1.7.30 “relevant Health Board” means NHS Greater
Glasgow & Clyde Health Board or any successor body
having responsibility for the delivery of primary care in
the area where the Leased Subjects are situated;
1.7.31 “the Relevant Review Date” has the meaning
ascribed to it in Part III of the Schedule;
1.7.32 the “Schedule” means the schedule of Six parts
annexed and executed as relative hereto;
1.7.33 the “Schedule of Condition” means the schedule of
condition forming Part VI of the Schedule and which
records the condition of the Leased Subjects at the
Date of Entry;
1.7.34 “Subsequent Review Dates” means the Review
Dates following the First Review Date;
8.
ARDG/001/001_2678188_1
1.7.35 “the Surveyor” means a surveyor appointed by either
the Landlords or the Tenants in accordance with Part
III of the Schedule;
1.7.36 “Term” means the period of this Lease (including any
continuation of this Lease whether by Act or tacit
relocation or otherwise);
1.7.37 “Termination Date” means the Date of Expiry or, in
the event of continuation of the Lease beyond the Date
of Expiry by operation of law or otherwise, the date
when the Lease is terminated validly by either party;
1.7.38 “Uninsured Risk” means any risk specified in the
Insured Risks definition that (a) is not insured against
because, at the time the insurance is taken out or
renewed, insurance is not generally available in the UK
market on normal commercial terms; or (b) is not, at
the date of the damage or destruction, insured against
by reason of a limitation or exclusion imposed by the
insurers but will not include loss or damage (or the risk
of it) caused by reason of the Tenants’ act, failure to
act, neglect or default;
1.7.39 “Value Added Tax” means value added tax and any
tax of a similar nature imposed in substitution for or in
addition to Value Added Tax.
2. LET
The Landlords in consideration of the rent and other prestations hereinafter
contained HEREBY LET to the Tenants the Leased Subjects, but
EXCEPTING and RESERVING to the Landlords and any others for the time
being authorised by them as entitled thereto, the Reserved Rights.
9.
ARDG/001/001_2678188_1
3. DURATION
3.1 The Lease shall commence on the Date of Entry, notwithstanding
the date or dates of execution hereof, and shall continue in force
until the Termination Date, subjects always to the other terms and
conditions hereof.
3.2 Notwithstanding the foregoing, the Tenants shall be entitled to
extend the Lease for a period of Fifteen (15) years by giving at least
six (6) months’ written notice to that effect to the Landlords prior to
the Date of Expiry provided that the Tenants have fully complied
with their obligations under the Lease throughout the Term and at
both the date of service of said written notice and the Termination
Date the Tenants are not in arrears of the Rent or any other sums
payable under the Lease. If the Tenants are in arrears of the Rent
or any other sums as at the date of service of said written notice,
then the written notice shall be invalid and the Lease shall not be
extended for a further period of Fifteen (15) years, without prejudice
to the other rights and remedies available to the Landlords in
respect of any breach of the Lease by the Tenants.
4. RENT
The Rent shall be paid by the Tenants to the Landlords in accordance with
the provisions and others contained or referred to in Part III of the Schedule.
5. TENANTS’ OBLIGATIONS
The Tenants bind and oblige themselves to observe and perform throughout
the currency of the Lease the undertakings, conditions, obligations and others
specified or referred to in Part IV of the Schedule.
10.
ARDG/001/001_2678188_1
6. LANDLORDS’ OBLIGATIONS
The Landlords bind and oblige themselves:-
6.1 to allow the Tenants, on paying the Rent and performing and
observing the undertakings, conditions, obligations and others on
the part of the Tenants specified or referred to in Part IV of the
Schedule to quietly enjoy the Leased Subjects during the currency
of the Lease without any interruption by the Landlords or any
person lawfully claiming through, under or in trust for the Landlords;
6.2 to observe and perform throughout the currency of the Lease the
conditions, obligations and others specified or referred to in Part IV
of the Schedule as being the responsibility of the Landlords and
those in Part V of the Schedule;
6.3 to grant warrandice;
6.4 the Landlords must refund any Rent and/or insurance premiums
paid in advance by the Tenants in relation to the period following
after the Termination Date within ten working days after the
Termination Date unless such termination is a result of irritancy
following fault on the part of the Tenants;
6.5 in exercising any right of access or entry granted in terms of the
Lease, the Landlords must and shall procure any party authorised
by it shall:-
11.
ARDG/001/001_2678188_1
6.5.1 give the Tenants at least two working days prior
notice (except in the case of emergency, when the
Landlords must give such notice as may be
reasonably practicable);
6.5.2 observe the Tenants’ requirements particularly
regarding medical and patient confidentiality (but
where that includes being accompanied by the
Tenants’ representative the Tenants must make that
representative available);
6.5.3 cause as little interference to the Tenants’ operations
as reasonably practicable;
6.5.4 cause as little physical damage as reasonably
practicable;
6.5.5 repair any physical damage that the Landlords’ cause
as soon as reasonably practicable; and
6.5.6 remain upon the Leased Subjects for no longer than
is reasonably necessary.
6.6 Notwithstanding any other provision of this Lease the Landlords must, at its
own cost, keep the structural and external parts of the Leased Subjects
(including without limitation all external, structural and load-bearing walls, the
floor slab and/or foundations, the roofs, rainwater goods, drains, soil and
other pipes and sewers (other than those for which the Tenants are
responsible for), the car parks, pavements, hard and soft landscaped areas,
boundaries and accesses) exterior of the structure of the Leased Subjects in
good and substantial repair and condition, and as necessary renew, replace
and rebuild structural and external parts of the Leased Subjects.
12.
ARDG/001/001_2678188_1
7. IRRITANCY
If at any time during the currency of the Lease the Tenants shall allow the
Rent or any part thereof to remain unpaid for a period of twenty one days
(whether demanded or not) or if the Tenants fail to comply with or contravene
any of the other conditions, obligations, provisions and restrictions
hereinbefore and hereinafter contained or referred to, or become insolvent or
are sequestrated, or being a company go into liquidation whether voluntarily
or compulsorily (other than as a result of a voluntary liquidation of a solvent
company for the purpose of amalgamation or reconstruction carried out with
the consent of the Landlords, which consent shall not be unreasonably
withheld or delayed) or if a Receiver shall be appointed or an application be
made to the Court for an Administration Order or if an attachment of the
Tenants’ effects shall be executed or if they shall voluntarily divest
themselves of their property by Trust Deed for behoof of creditors or
otherwise then and in any of these events it shall be in the power of the
Landlords to terminate the Lease without any declarator or process of law to
be used to that effect and to remove the Tenants from possession of the
Leased Subjects, and that without prejudice to the Landlords’ claim for past
due or current rents or any other claims competent to them, and the Tenants
consent that summary diligence shall proceed hereon for removing them in
any of the events foresaid;
DECLARING however that subject always to the provisions of the Law
Reform (Miscellaneous Provisions) (Scotland) Act 1985 the Landlords’ right of
forfeiture and re-entry herein contained shall not be exercised:-
7.1 In the event of any failure by the Tenants to make payment of the
Rent or any part thereof within twenty one days after the same shall
have become due unless a further period of twenty one days has
13.
ARDG/001/001_2678188_1
elapsed after written notice shall have been given by the Landlords
to the Tenants detailing the failure and referring to this clause,
without the Tenants having made payment to the Landlords of the
amount due, or
7.2 In the event of any other breach, non-observance or non-
performance by the Tenants which is capable of being remedied
unless a period of twenty one days (or such longer period as the
Landlords shall acting reasonably having regard to the
circumstances, prescribe as appropriate in any case) has elapsed
after written notice shall have been given by the Landlords to the
Tenants detailing the breach, non-observance or non-performance
and referring to this clause, without the Tenants having remedied
the same;
7.3 In the event of an Insolvency Practitioner being appointed, unless
and until the Landlords shall have given the Insolvency Practitioner
a period of six months within which to dispose of the Tenants’
interest under the Lease provided always that the Insolvency
Practitioner within fourteen days of his appointment shall personally
accept in writing and implement full responsibility for payment of the
rents and for performance of all other obligations of the Tenants
under this Lease to the date of disposal or termination of this Lease
including settlement of any arrears of the rents and the
performance of any outstanding obligations which may subsist at
the date of liquidation, receivership or administration as the case
may be (subject to the provisions of the Enterprise Act 2002).
14.
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8. NO WARRANTY OF USE
Nothing contained in the Lease shall be deemed to constitute any warranty by
the Landlords that the Leased Subjects or any part thereof are authorised for
use under the Planning Acts for the purpose hereby authorised.
9. NOTICES
9.1 All notices, counter notices, demands, requests or consents under
the Lease shall be made in writing; any notice or others to the
Tenants shall be sufficiently served if sent by recorded delivery post
to their Registered Office or to the last Registered Office intimated
to the Landlords by the Tenants (if the Tenants shall be an
incorporated body), and to the Tenants’ last known address in
Great Britain or Northern Ireland or to the Leased Subjects (if the
Tenants shall not be an incorporated body) and to their principal
place of business or to the Leased Subjects (if the Tenants shall be
a firm) and in any other case to the Tenants at the Leased
Subjects; any notice to the Landlords, if an incorporated body, shall
be sufficiently served if sent by recorded delivery post to its
Registered Office or to such other address as shall be intimated to
the Tenants from time to time, and if the Landlords shall be a
person, shall be sufficiently served if sent by recorded delivery post
to the Landlords at their last known address in Great Britain or
Northern Ireland;
9.2 Any notice sent by recorded delivery post shall be deemed to have
been duly served at the expiry of forty eight hours after the date and
time of posting. In proving service on such occasions it shall be
sufficient to prove that the envelope containing the notice was duly
addressed to the Tenants or the Landlords (as the case may be) in
15.
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accordance with the terms of Clause 9.1 and posted to the place to
which it was so addressed;
9.3 Where notice is served for the purpose of the Landlords gaining
entry to the Leased Subjects, such notice shall be sufficiently given
by ordinary letter sent to the Tenants at the Leased Subjects
notwithstanding the terms of Clause 9.1.
10. REFUSAL OF CONSENTS
Without prejudice to any other reason which may be stated by the Landlords,
where in terms of the Lease the Landlords’ consent or approval is not to be
unreasonably withheld, the fact that the full and unqualified consent or
approval of the Local Authority and any other statutory authority whose
approval is necessary cannot be obtained shall be deemed to be a valid
reason for withholding the Landlord’s consent or approval.
11. VALUE ADDED TAX
11.1 All sums payable in terms of the Lease are expressed exclusive of
Value Added Tax and the Tenants will be responsible for all (if any)
Value Added Tax payable on such sums and the Landlords shall
issue in return a valid Value Added Tax invoice. Notwithstanding
the foregoing, any amount which the Tenants are obliged to pay to
the Landlords hereunder by way of reimbursement or indemnity for
any supply of goods or services (as defined for the purposes of
Value Added Tax) made to the Landlords or their agents
whomsoever shall include an amount equal to the Value Added Tax
included within the consideration paid by the Landlords for that
supply, unless the Landlords are able to recover such Value Added
Tax as input tax.
16.
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11.2 Save in so far as required to do by operation of law the Landlords
will not apply for the option to tax in respect of the Landlords’
interest in the Leased Subjects while the Tenants are a Qualifying
Practice.
17.
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12. CONSENT TO REGISTRATION
The Parties consent to registration hereof and of the Schedule and all
memoranda by or on behalf of the Parties and of all certificates relative hereto
for preservation and execution: IN WITNESS WHEREOF these presents
consisting of this and the preceding 14 pages together with the Schedule
consisting of six parts are subscribed as follows:
Witness
Signature: Name:
Address: Place of Signing
Date of Signing
Witness
Signature: Name:
Address: Place of Signing
Date of Signing
18.
ARDG/001/001_2678188_1
For and on behalf of ………………………………………………… …………………………………………… Signature of Witness
Signature of Authorised Signatory
………………………………………………… …………………………………………… Full name of above (print) Full name of above (print) ………………………………………………… …………………………………………… Date of signing …………………………………………………
……………………………………………
Address of Witness Place of signing
19.
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This is the SCHEDULE referred to in the foregoing LEASE
between in favour of in respect of
PART I
The Leased Subjects
The subjects known as Ardgowan Medical Practice, 2 Finnart Road, Greenock PA16
8HW comprising ALL and WHOLE the subjects registered in the Land Register of
Scotland under Title Number REN76505.
20.
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SCHEDULE PART II
Exceptions and Reservations to the Landlords and Others
1. To the Landlords and to the owners and occupiers of any adjoining or
neighbouring property:
1.1 the right of passage and running of water and soil, gas and electricity
or other services or supplies from and to such adjoining or
neighbouring property through such of the sewers, drains, conduits,
gutters, water courses, pipes, cables, wires and mains serving such
adjoining and neighbouring property which now are or may during the
period of the Lease be in, on or under the Leased Subjects, and
1.2 the right on prior appointment to enter upon the Leased Subjects for
the purpose of inspecting, repairing, renewing, relaying, cleansing,
maintaining and connecting up to any such existing or future sewers,
drains, conduits, gutters, water courses, pipes, cables, wires and
mains, the persons exercising such rights causing as little damage
and disturbance to the Leased Subjects as possible and making good
any damage to the Leased Subjects thereby caused;
2. To the Landlords the right to erect or consent to any person erecting a new
building or to alter any building for the time being on any land adjoining,
neighbouring, opposite or near to the Leased Subjects notwithstanding that
such alteration or erection may diminish the access of light and air enjoyed by
the Leased Subjects and the right to deal with any property adjoining,
neighbouring, opposite or near to the Leased Subjects as the Landlords may
think fit, but not so as to obstruct access to the Leased Subjects;
3. To the Landlords and their employees, agents and licensees the right at all
reasonable times so far as may be necessary or desirable with or without
21.
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workmen, on giving reasonable notice to the Tenants (except in case of
emergency) to enter and remain upon the Leased Subjects with all necessary
tools, appliances and materials, making good all damage occasioned thereby
to the Leased Subjects for the purpose of repairing, altering or rebuilding any
adjoining or contiguous premises belonging to the Landlords and to cleanse,
empty and repair any of the sewers, drains and gutters belonging to the
same, the persons exercising such rights causing as little damage and
disturbance to the Leased Subjects as possible and making good any
damage to the Leased Subjects thereby caused;
4. To the Landlords and their employees, agents, workmen and others the right
at all reasonable times to enter the Leased Subjects or any part or parts
thereof for the purpose of carrying out any of the obligations imposed upon
the Landlords by the provisions of the Lease or of exercising any of the
powers conferred upon the Landlords whether by the Lease or otherwise;
22.
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SCHEDULE PART III
1. Defined Terms
This part of the Schedule uses the following definitions:
“Assumptions” means that:
(a) that the Leased Subjects are vacant and available to be
let as a whole (no fine or premium being taken);
(b) that the Leased Subjects are ready for immediate
beneficial occupation and use by the willing tenant;
(c) that the Tenants have already had the benefit of any
rental concession, rent free period or other inducement to
enable the Leased Subjects to be fitted out and ready for
immediate beneficial occupation and use by the willing
lessee;
(d) that the Leased Subjects are in good and substantial
repair and condition in accordance with the obligations in
that respect under the Lease and the Tenants have
complied with its obligations hereunder;
(e) that the length of the term of the notional lease is 15
years commencing on the Relevant Review Date and that
the rent payable under the notional lease shall
commence from that date;
(f) that any work undertaken by the Tenants during the
period of the Lease which has diminished the rental value
of the Leased Subjects has not been carried out;
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(g) if the Leased Subjects have been destroyed or damaged
then they have been fully restored, and
(h) the Leased Subjects may be lawfully used for the
Permitted Use;
“Disregards” means
(i) Any goodwill attached to the Leased Subjects since the
Date of Entry by reason of the carrying on at the Leased
Subjects of the business of the Tenants, sub-tenant or
permitted occupier and of any predecessor of the
Tenants as occupier;
(ii) any effect on rent of the fact that the Tenants or any sub-
tenant has been in occupation of the Leased Subjects;
(iii) any effect on rent of any alteration or improvement
carried out by and at the cost of the Tenants or any sub-
tenant of the Tenants during the period of the Lease
which has increased the rental value of the Leased
Subjects but only if it was carried out with the Landlords’
permission if required and otherwise than in pursuance of
an obligation to the Landlords (but any obligations
relating to the method or timing of works in this Lease or
any other document giving consent will not be treated as
an obligation for these purposes);
(i) any damage to or destruction of the Leased Subjects;
(iv) any statutory restriction or regulation of the rent
recoverable under the Lease operative at the time, and
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(k) any effect on rent of the fact that the Tenants are not
registered for the purposes of Value Added Tax and are
not able to set off in full by way of input tax any Value
Added Tax payable in respect of any payment of Rent
against the output tax payable by it.
“Notional Lease” means a lease:
of the whole Leased Subjects;
(a) on the same terms as this Lease (including this Part of the
Schedule) except for the amount of Rent payable immediately
before the Review Date but including the provisions for rent
review;
(b) by a willing landlord to a willing tenant;
(c) with vacant possession;
(d) without any premium being payable by or to the willing tenant;
“Open Market Rent” means the yearly rent which could reasonably be
expected to be obtained in the open market on the Relevant Review Date for
the Leased Subjects with vacant possession upon the grant of the Notional
Lease and applying the Assumptions and Disregards.
1. Payment of Rent
1.1 The Rent together with any Value Added Tax chargeable thereon
shall be paid by the Tenants to the Landlords by Banker’s Standing
Order without any deduction whatever throughout the duration of
the Lease by equal quarterly payments in advance on the Quarter
Days, declaring that so long as The Scottish Ministers or any other
local or national government body are the Tenants they will not be
obliged to pay by Banker’s Standing Order;
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1.2 The first of such payments shall become due and payable on the
Date of Entry and shall be a proportionate payment for the period
from the Date of Entry to the Quarter Day following, and the next
payment shall become due and payable on the Quarter Day
following the Date of Entry for the quarter beginning on that date
and so forth quarterly and termly thereafter during the currency of
the Lease.
1.3 In the event of the Rent being in arrear at any time, the Tenants
shall if demanded by the Landlords pay Interest thereon calculated
on a daily basis from the date on which such rent falls due until the
same is paid.
2. Rent Reviews
2.1 On the First Review Date the Rent will be increased to SEVENTY
TWO THOUSAND, TWO HUNDRED AND FIFTY POUNDS
(£72,250) STERLING per annum exclusive of Value Added Tax
(“Stepped Rent”).
2.2 Where the Tenants are a Qualifying Practice and for so long as the
Premises Directions permit the appeal of any assessment made by
the District Valuer of the Open Market Rent thereunder whether to
the Scottish Ministers or by some other independent person then
the mechanics for review on each Subsequent Review Date set out
in Clause 2.3 shall apply, to the exclusion of Clauses 2.4, 2.5 and
2.6.
2.3 Qualifying Practice Rent Review
2.3.1 At any time during the period commencing six months prior to
each Subsequent Review Date or any time after each
Subsequent Review Date the Landlords may by notice in
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writing inform the Tenants of the Landlord’s proposed rent
from the Relevant Review Date (“the Landlord’s Proposed Rental”) for approval as representing the Open Market Rent
for the property pursuant to the provisions of the Premises
Directions.
2.3.2 The Tenants shall within 14 days of receipt of the Landlord’s
Proposed Rental submit the Landlord’s Proposed Rental to
the relevant Health Board together with a notice requesting
that the Health Board submit the Landlord’s Proposed Rental
to the District Valuer for approval as representing the Open
Market Rent for the property pursuant to the provisions of the
Premises Directions.
2.3.3 The Tenants shall make no representations either to the
relevant Health Board or to the District Valuer on the
Landlord’s Proposed Rental.
2.3.4 Any necessary discussions and or negotiation in respect of
the Landlord’s Proposed Rental shall be undertaken directly
between the Landlords (or its appointed agent) and the
District Valuer acting on behalf of the relevant Health Board,
as funder.
2.3.5 The Landlords agree that it will conduct such negotiations as
are referred to above in a proper and reasonable manner and
shall use all reasonable endeavours to secure an agreement
with the relevant Health Board and the District Valuer as soon
as reasonably practicable.
Following conclusion of the negotiations referred above, the Landlords shall
inform the Tenants in writing of the determination of the District Valuer (“the DV Approved Rental”), shall provide the Tenants with written evidence from
the District Valuer of the DV Approved Rental and shall indicate whether the
Landlords approves the DV Approved Rental.
2.3.6 If the Landlords indicate that it approves the DV Approved
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Rental or does not appeal the DV Approved Rental as
provided for in Clause 2.3.7 of this Part III of the Schedule
then the Rent payable by the Tenants from the Relevant
Review Date shall be the greater of the DV Approved Rental
Figure and the Stepped Rent.
2.3.7 If the Landlords indicate that it does not approve the DV
Approved Rental then the Landlords shall be entitled to
appeal (“the Appeal”) against the DV Approved Rental
to the appropriate appeal body (“the Appeal Body”) in
accordance with the provisions of the Premises
Directions, the costs of the Appeal to be borne entirely
by the Landlords.
2.3.8 Following determination of the Appeal the Rent payable
by the Tenants from the Relevant Review Date shall be
the greater of the Open Market Rent as determined
by the Appeal Body and the Stepped Rent;
2.4 Alternative Rent Review
Where the Tenants are not a Qualifying Practice or where the Premises
Directions do not permit the appeal of any assessment made by the District
Valuer of the Open Market Rent thereunder whether to the Scottish Ministers
or by some other independent person then prior to the Relevant Review Date
the Tenants will advise the Landlords thereof and notify the Landlords on
which of the following bases the Tenants wish the Rent to be reviewed at
each Subsequent Review Date:
(a) the higher of the Premises Directions Cessation Rent and the
Premises Directions Cessation Rent Index Linked, in which
case Clause 2.6 of this Part III of the Schedule shall apply for
so long as the Tenants are not a Qualifying Practice or the
Premises Directions do not permit the appeal of any
assessment made by the District Valuer of the Open Market
Rent thereunder whether to the Scottish Ministers or by some
other independent person; or
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(b) the higher of the Premises Directions Cessation Rent and such
sum as shall represent the Open Market Rent at the Review
Date in question, in which case Clause 2.5 of this Part III of the
Schedule shall apply but only for so long as the Tenants are
not a Qualifying Practice or the Premises Directions do not
permit the appeal of any assessment made by the District
Valuer of the Open Market Rent thereunder whether to the
Scottish Ministers or by some other independent person.
2.5 Open Market Rent
2.5.1 Where the Tenants serve the notice stipulating that the Rent
shall be reviewed on the basis of Open Market Rent at each
Subsequent Review Date, in terms of Clause 2.4.2 hereof, if
three months after any Subsequent Review Date the Landlords
and the Tenants shall not have agreed on the Rent to be
payable from the Relevant Review Date, the Landlords or the
Tenants may at any time thereafter require an independent
Surveyor (hereinafter called “the Surveyor”) to determine the
Open Market Rent.
2.5.2 The Surveyor shall be a partner or director of a firm of
Chartered Surveyors and of not less than ten years’ standing
with experience in the valuation and letting of property similar
to the Leased Subjects; his appointment may be agreed upon
by the Landlords and the Tenants, and in default of such
agreement shall be appointed by the Chairman for the time
being of the Royal Institution of Chartered Surveyors in
Scotland (the “RICS”) on the application of the Landlords or
the Tenants; if such Chairman shall for any reason not be
available or be unable to make such appointment at the time of
the application, then the appointment may be made by the
Vice-Chairman or next senior officer of the RICS then available
and able to make such appointment, or if no such officer of the
RICS shall be so available and able, by such officer of such
professional body of Surveyors as the Landlords shall
designate, and any reference hereafter to the said Chairman
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shall be deemed to include a reference to such Vice-Chairman
or other officer.
2.5.3 Notice in writing of his appointment shall be given by the
Surveyor to the Landlords and the Tenants and he shall invite
each to submit within a specified period (which shall not
exceed four weeks or such longer period as may be agreed by
the Parties) a valuation accompanied, if desired, by a
statement of reasons.
2.5.4 The Surveyor shall act as an arbitrator. In reaching his
decision he shall consider and take account of any valuation
and reasons submitted to him in accordance with the terms of
paragraph 2.5.3 hereof.
2.5.5 The Surveyor shall give notice of his decision to the Landlords
and the Tenants in writing within two months of the date of his
appointment, or within such extended period as the Parties
may agree.
2.5.6 If the Surveyor shall decide that the Open Market Rent on the
Relevant Review Date is or was greater than the Stepped Rent
then the Rent will be increased to the Open Market Rent. If the
Surveyor shall decide that the Open Market Rent of the Leased
Subjects on the Relevant Review Date is or was less than the
Premises Cessation Rent the Rent shall be the Premises
Directions Cessation Rent and the decision of the Surveyor
shall so state.
2.5.7 The decision of the Surveyor shall be final on all matters
hereby referred to him.
2.5.8 If the Surveyor shall fail to determine the Open Market Rent
and give notice thereof within the time and in the manner
hereinbefore provided, or if he shall relinquish his appointment
or die, or if it shall become apparent that for any reason he will
be unable to complete his duties hereunder, then either Party
may apply to the said Chairman for a substitute to be appointed
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in his place which procedure may be repeated as many times
as necessary.
2.5.9 In the event that by the Relevant Review Date the Landlords
and the Tenants shall not have reached agreement as to the
Rent payable with effect therefrom then the Tenants shall
continue to pay rent at the rate of the Rent payable
immediately prior to the Relevant Review Date on each Quarter
Day until such agreement shall be reached or the Surveyor has
given the notice provided for in Clause 2.5.5 whichever shall
first occur. Within twenty eight days after such agreement shall
have been reached or the said notice shall have been given to
them (as the case may be) then (a) if there has been an
underpayment the Tenants shall pay to the Landlords as
arrears of rent, an amount equal to the difference between the
Rent actually paid and the Rent which the Surveyor has
decided ought to be paid for the period since the Relevant
Review Date, together with (if the Landlords shall so demand)
interest thereon at four per centum below Interest and that from
the Relevant Review Date until the due date for payment and
thereafter Interest until paid and (b) if there has been an
overpayment the Landlords shall pay to the Tenants, an
amount equal to the difference between the Rent actually paid
and the Rent which the Surveyor has decided ought to be paid
for the period since the Relevant Review Date, together with (if
the Tenants shall so demand) interest thereon at four per
centum below Interest and that from the Relevant Review Date
until the due date for payment and thereafter Interest until paid.
.
2.5.10 The fees of the Surveyor and any fee charged by the said
Institution for the appointment of the Surveyor along with all
other costs of determination of the Open Market Rent and the
Rent payable from the Relevant Review Date shall be payable
as he shall determine which failing they shall be paid in equal
shares by the Parties.
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2.5.11 If on any Subsequent Review Date there shall be in force any
enactment (which expression includes any Act of Parliament
now or hereafter in force as well as any instrument, regulation
or order made thereunder or deriving validity therefrom) which
shall relate to the control of rents and which shall restrict,
interfere with or affect the Landlords’ right to review the Rent in
accordance with the terms hereof, then the Landlords shall be
entitled once following each removal or modification of such
enactment to serve notice (hereinafter called an “Interim Notice”) upon the Tenants, and from and after the date of
service of such Interim Notice until the next Review Date or the
service of the next Interim Notice (whichever shall first occur)
the Rent shall be altered to whichever is the greater of the
Open Market Rent at the date of service of the Interim Notice
and the Premises Directions Cessation Rent, and the
provisions of this Clause 2 shall apply accordingly with the
substitution of the said date of service for the Relevant Review
Date.
2.6 Index Linked Rent
Where the Tenants serve the notice stipulating that the Rent shall
be Index Linked at each Subsequent Review Date in terms of
Clause 2.4.1 of this Part III of the Schedule, the Landlords must
notify the Tenants of the Rent payable with effect from the Relevant
Review Date (“the New Rent”) as soon as possible thereafter.
Following the Relevant Review Date until the Landlords have
notified the Tenants of the New Rent:
(a) the Rent payable under this Lease immediately before that
Relevant Review Date will continue to be payable until the New
Rent has been notified to the Tenants;
(b) Following the notification of the New Rent, the Landlords will
demand the difference (if any) between the amount the Tenants
have paid and the amount that would have been payable had
the New Rent been notified before the Relevant Review Date;
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(c) The Tenants must pay the difference to the Landlords within
twenty eight days after that demand together with interest at 4%
below Interest calculated on a daily basis on each instalment
would have become payable to the due date for payment and
thereafter Interest until paid.
(d) if following the notification of the New Rent, there has been an
overpayment the Landlords shall pay to the Tenants, an
amount equal to the difference between the Rent actually paid
and the New Rent within 28 days of demand together with
interest at 4% below Interest calculated on a daily basis on
each instalment would have become payable to the due date
for payment and thereafter Interest until paid.
3. Damage/ Destruction
3.1 The Rent will be payable and the tenancy under the Lease shall
continue notwithstanding damage to or the destruction of the
Leased Subjects or any part thereof, by fire or otherwise, provided
however that if the Leased Subjects or any part thereof shall at any
time during the currency of the Lease be destroyed or damaged by
an Insured Risk or an Uninsured Risk so as to be unfit for beneficial
occupation and use and to the extent that the policy or policies of
insurance shall not have been vitiated or payment of the policy
monies refused in whole or in part in consequence of some act or
default of the Tenants, the Rent or a fair proportion thereof
according to the nature and extent of the damage sustained shall
be suspended until the Leased Subjects shall be again rendered fit
for beneficial occupation and use or until the expiry of three years
from the date of damage or destruction, whichever shall be the
earlier; Provided that in the event that the Leased Subjects are not
again fit for beneficial occupation and use as aforesaid by the date
occurring two years and eleven months after the date of such
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damage or destruction, both the Landlords and (subject as
aftermentioned) the Tenants shall each be entitled to terminate the
Lease by one month’s written notice to the other to that effect
(provided that such notice is served prior to the Leased Subjects
being rendered fit for beneficial occupation and use as aforesaid)
and upon the expiry of the said notice the Lease shall terminate, but
that without limitation or prejudice to any claims which either Party
may have against the other in respect of any antecedent breach.
The Tenants shall only be entitled to terminate the Lease as
aforesaid if they have made payment to the Landlords of all sums
due in respect of any insurance monies which are irrecoverable due
to the act, neglect or default of the Tenants or those for whom they
are legally responsible under the Lease.
3.2 Any dispute regarding suspension of rent shall be referred to the
award of the Surveyor appointed as provided in Clause 2.4 of this
Part III of the Schedule (except that he shall act as an expert and
not as an arbitrator).
3.3 If there is damage to or the destruction of the Leased Subjects or
any part thereof by an Uninsured Risk so as to be unfit for
beneficial occupation and use and:
3.3.1 the Landlords do not notify the Tenants within 12
months after the damage or destruction that the
Landlords wish to reinstate the Leased Subjects, this
Lease will end on the last day of that period; or
3.3.2 the Landlords notify the Tenants that the Landlords do
not wish to reinstate the Leased Subjects, this Lease
will end on the date of that notification by the Landlords;
3.4 If this Lease ends under paragraph 3.3:
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a) that will not affect the rights or obligations of any Party for
any prior breaches (including without limitation, the Tenants’
liability for irrecoverable insurance monies);
b) the Tenants must give vacant possession of the Leased
Subjects to the Landlord; and
c) the Landlords will be entitled to retain all insurance moneys.
4. Changes in the RPI
If the RPI is no longer published or if there is any material change in the way it is
compiled or the date from which it commences then a new arrangement for
indexation or a rebasing (the "Revised Indexation") will be substituted therefor to
reflect increases in the cost of living on a similar basis to that originally set out in this
Lease. If the Parties are unable to agree a basis for the Revised Indexation then
either of them may at any time request that the President of the Institute of Chartered
Accountants of Scotland appoints an arbitrator to do so. The arbitration must be
conducted in accordance with the Arbitration (Scotland) Act 2010.
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SCHEDULE PART IV
Tenants’ Obligations
1.1 To pay outgoings
To pay and discharge all rates, taxes, duties, levies, charges, assessments,
impositions and outgoings whatsoever whether parliamentary, local or of any
other description whether or not of a capital or non-recurring nature which are
now or may at any time hereafter be taxed, assessed, charged or imposed
upon or payable in respect of the Leased Subjects or on any part thereof or
on the owner or occupier in respect thereof but excluding therefrom tax (other
than Value Added Tax) on the Rent payable and any tax arising from the
Landlord’s dealing with its own interests.
1.2 Items of common benefit
Except to the extent that the Tenants are solely responsible hereunder, to pay
to the Landlords on demand, a fair and proper proportion as conclusively
determined by the Landlords’ surveyor of any expense incurred by the
Landlords in replacing, renewing, repairing, maintaining or rebuilding anything
which is common to or capable of being used in common with the Leased
Subjects and other subjects and all payments due under and in terms of the
title deeds.
1.3 Allow Landlords to pay on default
In the event of the Tenants failing to make punctual payment of the sums
specified in the foregoing Clauses 1.1 and 1.2, to allow the Landlords to make
payment thereof and to reimburse the Landlords immediately for the costs of
so doing, together with Interest thereon from the date on which such sum is
paid out until the same is reimbursed by the Tenants.
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1.4 To pay Value Added Tax
To pay in return for a valid Value Added Tax invoice to the Landlords such
amount of Value Added Tax as shall be legally payable in respect of all
monies payable under the Lease. Notwithstanding the foregoing, any amount
which the Tenants are obliged to pay to the Landlords hereunder by way of
reimbursement or indemnity for any supply of goods or services (as defined
for the purposes of Value Added Tax) made to the Landlords or their agents
whomsoever shall include an amount equal to the Value Added Tax included
within the consideration paid by the Landlords for that supply, unless the
Landlords are able to recover such Value Added Tax as input tax.
1.5 To pay interest
Except where otherwise more specifically provided, to pay Interest on all
sums payable by the Tenants to the Landlords under this Lease from the date
when the sum was due to be paid until the same is received by the Landlords.
2.1 To Execute Works required by Statute, etc.
To comply with all obligations (whether relating to the Leased Subjects, the
business permitted to be carried on therein or otherwise) imposed by any Act
or Acts of Parliament, statutory instruments or the rules, byelaws, regulations
and notices of any local or other authority for the time being in force, and do
and execute or cause to be done and executed all such works, acts, deeds,
matters and things as under or by virtue of any such Act or Acts, statutory
instruments, rules, byelaws, regulations or notices are or shall be properly
directed or necessary to be done or executed upon or in respect of the
Leased Subjects or any part thereof whether by the owner, landlord, tenant or
occupier and at all times to keep the Landlords indemnified against all claims,
demands and liability in respect thereof. Notwithstanding the foregoing to the
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extent the foregoing requires the carrying out of works to the structural or
external or parts of the Leased Subjects the same will be the responsibility of
the Landlords at its own cost.
2.2 To comply with title deeds etc
To comply with the conditions and provisions of the title deeds so far as they
relate to the Leased Subjects notwithstanding any inconsistency between the
terms of this Lease and any superior lease or the title deeds, including all
obligations in the title deeds to renew, rebuild and repair the common parts of
and the fences enclosing the Leased Subjects.
3.1 To maintain and repair
3.1.1 To accept the Leased Subjects as presently in good and tenantable
condition and at their own cost and expense well and substantially
to repair and maintain, repaint and whenever necessary, renew,
rebuild and reinstate and generally in all respects keep in good and
substantial repair and condition free of all defects whether patent or
latent (including replacements and renewals whenever necessary in
the reasonable opinion of the Landlords or their surveyors, which
replacements and renewals shall be of a similar kind and quality to
the item (when new) which they replace) all to the reasonable
satisfaction of the Landlords, the interior of the Leased Subjects
and all additions thereto and all internal (being those located within
interior of the Leased Subjects and specifically excluding therefrom
any located within or beneath the floor slab and/or foundations)
drains, soil and other pipes and sewers, sanitary and water
apparatus, glass, internal non-structural walls and parts, pertinents
and others therein forming part of the Leased Subjects or thereon
which obligation shall subsist irrespective of the cause of any
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damage, deterioration or destruction except to the extent that such
damage, deterioration or destruction is caused by an Insured Risk
in which event the provisions of Part V(3) of the Schedule shall
apply or by an Uninsured Risk in which event the provisions of Part
V(4) of the Schedule shall apply. Nothing in this Clause 3.1 or any
other provision of the Lease shall oblige the Tenants to put and/or
keep the Leased Subjects or others in a better condition than that
shown in the Schedule of Condition.
3.1.2 The Tenants must keep the interior of the Leased Subjects in no
worse state of repair than the state of repair and condition specified
in terms of the Premises Directions.
4. To Paint etc.
4.1 To prepare, paint, treat and decorate, so far as forming part of the
interior of the Leased Subjects at least once every three years
during the Lease, and in each case, unless already carried out
within the previous year, in the last year of the Lease howsoever
determined, the Leased Subjects in a proper and workmanlike
manner with good quality materials to the satisfaction of the
Landlords and so that in the last year of the Lease the materials,
tints, colours and patterns of all such works of painting, treatment
and decoration shall be such as shall be previously approved by the
Landlords in writing.
4.2 As often as may be necessary to clean and treat in a suitable
manner for its maintenance in good condition to the satisfaction of
the Landlords all the wood and metal work and polished stone so
far as forming part of the interior of the Leased Subjects not
required to be painted or distempered and to clean to the
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satisfaction of the Landlords all tiles, glazed brick and other similar
washable surfaces.
4.3 The Landlords will, at its own cost, prepare, paint, treat and
decorate, so far as forming part of the exterior of the Leased
Subjects at least once every five years during the Lease the Leased
Subjects to the standards set down in Clause 4.1 of this Part IV of
the Schedule.
4.4 As often as may be necessary the Landlords will, at its own cost,
clean and treat in a suitable manner for its maintenance in good
condition all the wood and metal work and polished stone so far as
forming part of the exterior of the Leased Subjects not required to
be painted or distempered and to clean all tiles, glazed brick and
other similar washable surfaces.
5. To clean windows and drains
5.1 To clean the windows and all other glass in the Leased Subjects as
often as occasion shall require.
5.2 To rod through, clear and cleanse all drains, sewers or watercourses
in or on the Leased Subjects (whether serving the Leased Subjects or
not) as often as may reasonably be required having regard to the
principals of good estate management.
6. To leave in good repair
6.1 At the expiry or sooner termination of the Lease and subject to the
Tenants carrying out, to the reasonable satisfaction of the
Landlords, all restoration works called for by the Landlords in terms
of Clauses 10.2 and 18.5 of this Part IV of the Schedule, quietly and
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without any warning away or other process of law notwithstanding
any law or practice to the contrary, to surrender the Leased
Subjects to the Landlords together with all additions and
improvements made thereto and all fixtures (other than trade or
tenant’s fixtures affixed by the Tenants) in or upon the Leased
Subjects or which during the currency of the Lease may have been
affixed or fastened to or upon the same and that in such state and
condition as shall in all respects be consistent with a full and due
performance by the Tenants of the obligations herein contained and
to deliver to the Landlords an up-to-date and complete Health and
Safety File and Operating and Maintenance Manuals for the Leased
Subjects. Without prejudice to the foregoing generality at their own
cost and expense to repair and make good to the satisfaction of the
Landlords, all damage including damage to paint work caused by
the removal of trade or tenant’s fixtures affixed to the Leased
Subjects by the Tenants.
7. To permit Landlords to enter and repair
Subject always to Clause 6.5 of the Lease:
7.1 To permit the Landlords and their agents or surveyors with or
without workmen and others and appliances at all reasonable hours
upon receipt of prior notice in the daytime (except in cases of
emergency) during the period of the Lease to enter the Leased
Subjects or any part thereof to view the state and condition of same
and of all defects, wants of reparation and breaches of obligations
then and there found for which the Tenants are liable hereunder.
7.2 To repair and to make good all such defects, wants of reparations
and breaches of obligations to the reasonable satisfaction of the
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Landlords’ surveyors after receipt of written notice from or on behalf
of the Landlords by the Tenants, and that within two months or such
longer period as shall be permitted by the Landlords acting
reasonably after receipt of every such notice or sooner if requisite,
and if the Tenants shall fail within twenty eight days of such notice,
or immediately in case of emergency, to commence and then
diligently and expeditiously to continue to comply with such notice
in all respects, or if the Tenants shall at any time make default in
the performance of any of the undertakings herein contained for or
relating to the repair, decoration or maintenance of the Leased
Subjects the Landlords and their employees, workmen, agents and
representatives shall be entitled (but without prejudice to the right of
re-entry and forfeiture contained in Clause 7 of the Lease) to enter
upon the Leased Subjects and to carry out or cause to be carried
out all or any of the works referred to in such notice, and the
reasonable cost of so doing and all reasonable expenses incurred
thereby, together with Interest from the date of expenditure by the
Landlords shall be paid by the Tenants to the Landlords on
demand, and shall be recoverable as rent in arrear; in the event of
the Tenants not paying such expenses within three months from the
date of demand this shall constitute a material breach of the Lease.
8. Permit Entry
Subject to Clause 6.5 of the Lease to permit the Landlords and their agents or
surveyors with or without workmen and others and appliances at all
reasonable times during the period of the foregoing Lease upon reasonable
prior notice:
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8.1 To enter upon the Leased Subjects to take schedules or inventories
of the fixtures and fittings, plant and machinery belonging to the
Landlords or to be yielded up at the Termination Date or earlier
termination of the Lease;
8.2 To enter and execute any repairs, decoration or other work upon or
to any adjoining or neighbouring premises or to carry out any
repairs, decorations or other work which the Landlords must or may
carry out under the provisions of the Lease upon or to the Leased
Subjects or to cleanse or empty or renew the sewers, drains and
gutters belonging to the same or to construct any building or
erection on any land adjoining or neighbouring the Leased
Subjects, all damage occasioned thereby to the Leased Subjects
being made good as soon as reasonably possible. Provided always
that the Landlords will use their reasonable endeavours when
entering to carry out works, to obtain the Tenants’ approval to the
location, method of working and any other material matters relating
to the preparation for, and execution of, the works.
9.1 To pay Insurance Premia
Forthwith on demand to pay and refund to the Landlords, all premia paid by
the Landlords in effecting and maintaining the insurance of or relating to the
Leased Subjects in terms of Part V of the Schedule.
9.2 Not to endanger insurance
Not to do or omit or suffer to be done or omitted any act, matter or thing
whatsoever the doing or omission of which would make void or voidable the
insurance effected by the Landlords in terms of Part V of the Schedule or the
insurance of any adjoining or neighbouring property.
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9.3 To relieve Landlords of additional premia
In the event of any use to which the Tenants may put the Leased Subjects
involving any increase in the rate of premium for the insurance of the Leased
Subjects or of any adjoining premises whereby the Landlords incur liability for
the amount of such increase, the Tenants shall be bound to pay and free and
relieve and indemnify the Landlords of and from all or any such increase.
9.4 Liability for reinstatement costs
9.4.1 In the event of the Leased Subjects or any part thereof being
damaged or destroyed by an Insured Risk at any time during the
currency of the Lease, forthwith on demand to pay to the Landlords
all excesses under any insurances effected by the Landlords and,
in addition, to the extent that the insurance monies under any
insurance effected by the Landlords are rendered wholly or partly
irrecoverable by reason solely or in part of any act, neglect or
default of the Tenants, their agents, employees or visitors then and
in every such case forthwith, on demand, to pay (in addition to all
other sums which may be due or become due to the Landlords
under the Lease) to the Landlords the whole or (as the case may
be) a fair proportion of the amount of such insurance monies
rendered irrecoverable as aforesaid with Interest thereon from the
date of demand until paid;
9.4.2 Any dispute as to the proportion to be so contributed by the
Tenants or otherwise in respect of or arising out of this provision
shall be determined by the decision of the Surveyor appointed as
provided in Clause 2.4 of Part III of the Schedule (except that he
shall act as an expert and not as an arbitrator) and the decision of
the Surveyor (including any decision as to the responsibility for the
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costs of the determination) shall be final and binding on the
Landlords and the Tenants.
9.5 Management Regulations
To comply with all management regulations made by the Landlords from time
to time and notified to the Tenants in writing provided that (i) nothing in such
regulations shall purport to amend the terms of the Lease and in the event of
any inconsistency between the terms of the Lease and the regulations the
terms of the Lease shall prevail and (ii) such regulations shall relate to the
good management of the Leased Subjects.
9.6 Other Insurances
If at any time the Tenants become entitled to the benefit of any insurance on
the Leased Subjects, then to apply all monies received by virtue of such
insurance in making good with all speed the loss or damage in respect of
which the same shall have been received.
9.7 To notify Landlords
Forthwith upon becoming aware of the happening of any event or thing
against which insurance has been effected by the Landlords in terms of the
Lease, to give notice thereof to the Landlords. The Tenants must regularly
and diligently take all necessary steps to ensure that the happening of any
such event comes to their attention as quickly as possible.
10.1 Not to erect new Buildings
Not without the prior written consent of the Landlords, to erect buildings or
structures of any kind at any time upon the Leased Subjects or any part
thereof.
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10.2 Alterations
Not without the prior written consent of the Landlords at any time during the
period of the Lease to make or permit or suffer to be made any alterations or
additions whatsoever in or to the Leased Subjects or any part thereof either
internally or externally nor to cut, maim or remove any of the walls, beams,
columns or other structural parts of the Leased Subjects or make or permit or
suffer to be made any change in or to the existing design or appearance of
the Leased Subjects, except as permitted in Clause 10.2.1.
PROVIDED THAT with reference to this Clause 10.2:-
10.2.1 the Tenants may carry out internal alterations which do not affect
either the structure of the Leased Subjects, the mechanical and
electrical services within the Leased Subjects or the amount of rent
reimbursement payable in accordance with the Premises Directions
without the prior consent of the Landlords but with 10 Business
Days’ notice, except in the case of an emergency.
10.2.2 the Tenants will ensure at the Tenants’ own cost that the Health
and Safety File and the Operating and Maintenance Manuals which
may exist for the Leased Subjects are updated and exhibit copies of
the updated Health and Safety File and Operating and Maintenance
Manuals to the Landlords’ surveyor; and
10.2.3 at the Termination Date, forthwith, when and if called upon to do so
by the Landlords (as to which the Landlords shall have absolute
discretion), to reinstate and restore, at the Tenants’ cost, the interior
of the Leased Subjects to the condition in which they were at the
Date of Entry but only to the extent that may be required by the
Landlords.
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10.3 Structural Alterations
At the Tenants’ request the Landlords will carry out structural alterations,
except where:
10.3.1 in the Landlords reasonable opinion, the alteration is not financially
viable;
10.3.2 the alteration will not have an adverse impact on funding received by
the Tenants in terms of the Premises Directions;
10.3.3 all the necessary consents from the competent authorities have not
been obtained (the Landlords being obliged to use reasonable
endeavours to obtain the same);
10.3.4 the Landlords have not approved the plans relating to the alterations;
10.3.5 there will not be an adverse effect on the value of the Leased Subjects
or the Rent.
11. To use for approved purposes
11.1 At all times during the currency of this Lease to use the Leased
Subjects or any part thereof or permit the same to be used only for the
Permitted Use together with ancillary storage accommodation and not
at any time to use the Leased Subjects or any part thereof or permit or
suffer the same to be used for:-
11.1.1 any public exhibition or entertainment;
11.1.2 any sale by auction;
11.1.3 any illegal or immoral act or purpose;
11.1.4 betting or gaming;
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11.1.5 any noisy, noxious, dangerous or offensive trade,
manufacture or business;
11.1.6 a private dwellinghouse or part thereof
.
12.1 Signs
Not to allow any figure, letter, pole, flag, signboard, advertisement, inscription,
bill, placard or sign whatsoever to be attached to or exhibited in or on the
Leased Subjects or the windows thereof so as to be seen from the exterior
other than usual business signage in connection with the Permitted Use and
subject to obtaining all statutory consents without the prior written consent of
the Landlords.
12.2 Poles etc
Not to allow any poles, masts or wires to be erected on the exterior of the
Leased Subjects (whether in connection with radio or television apparatus or
otherwise).
13. Use of sewers, etc.
Not to allow to pass into the sewers, drains or watercourses serving the
Leased Subjects or any other property, oil or grease or any noxious or
deleterious effluent or other substance which may cause an obstruction in or
injure the said sewers, drains or watercourses and in the event of any
obstruction or injury forthwith to remove such obstruction or injury and to
make good all damage to the reasonable satisfaction of the Landlords’
surveyors.
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14. Not to commit nuisance
Not to do or permit or suffer to be done or remain upon the Leased Subjects
or any part thereof anything which may be or become a nuisance, annoyance,
disturbance, inconvenience, injury or damage to the Landlords or the owners
or occupiers of any property in the neighbourhood.
15. Not to accumulate rubbish, etc.
Not to allow rubbish of any description to accumulate upon the Leased
Subjects except in bins or other recepticals.
16. Not to overload
Not to overload or permit or suffer to be overloaded the floors, roofs or
structures (including without prejudice to the foregoing generality any lifts
installed therein) of the Leased Subjects or suffer the Leased Subjects to be
used in any manner which will cause undue strain or interfere therewith and
not to install or permit or suffer to be installed any machinery on the Leased
Subjects nor to use or permit or suffer to be used the Leased Subjects or any
part thereof in such manner as to subject the same to any strain beyond that
which they are designed to bear.
17. Dangerous materials
Not to keep or permit or suffer to be kept on the Leased Subjects any
materials of a dangerous, combustible or explosive nature, the keeping of
which contravenes any statute or order or local regulation or bye-law.
18. Compliance with Planning Acts, etc.
In relation to the Planning Acts
18.1 Comply with Statute
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At all times during the period of the Lease to comply in all respects
with the provisions and requirements of the Planning Acts and all
licences, consents, permissions and conditions (if any) already or
hereafter to be granted or imposed thereunder or under any
enactment repealed thereby so far as the same respectively relate
to or affect the Leased Subjects or any part thereof or any
operations, works, acts or things already or hereafter to be carried
out, executed, done or omitted thereon or the use thereof for any
purpose;
18.2 Obtain Necessary Consents
During the period of the Lease so often as occasion shall require at
the expense of the Tenants to obtain from the relevant Local
Authority and/or the Scottish Government all such licences,
consents and permissions (if any) as may be required for the
carrying out by the Tenants of any operations on the Leased
Subjects or the institution or continuance by the Tenants thereon of
any use thereof which may constitute development within the
meaning of the Planning Acts but so that the Tenants shall not
make any application for planning permission without the prior
written consent of the Landlords.
18.3 Charges imposed under Planning Acts
To pay and satisfy any charge which may hereafter be imposed
under the Planning Acts in respect of the carrying out or
maintenance by the Tenants of any such operation or the institution
or continuance by the Tenants of any such use as aforesaid.
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18.4 Approval of Planning Permission etc.
Notwithstanding any consent which may be granted by the
Landlords under the Lease, not to carry out or make any alteration
or addition to the Leased Subjects or any change of use thereof
being an alteration or addition or change of use which is prohibited
by or for which the consent of the Landlords is required to be
obtained under the Lease (and for which a planning permission is
required under the Planning Acts) before a planning permission
therefor has been produced to the Landlords and acknowledged by
them as satisfactory to them but so that the Landlords may refuse
so to express their satisfaction with any such planning permission
on the ground that the period thereof or anything contained therein
or omitted therefrom in the reasonable opinion of the Landlords or
their surveyors would be or be likely to be prejudicial to the
Landlords’ interests in the Leased Subjects whether during the
period of the Lease or following the expiration or determination
thereof.
18.5 Completion of Works
Unless the Landlords shall otherwise in writing direct, to carry out
before the Termination Date or sooner determination of the Lease
any works stipulated to be carried out to the Leased Subjects as a
condition of any planning permission which may have been granted
and implemented in whole or in part during the period of the Lease
whether or not the date by which said planning permission requires
such works to be carried out falls within the period of the Lease.
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18.6 Produce Plans, etc.
If and when reasonably called upon so to do, to produce to the
Landlords and their Surveyors and as they may direct, all such
plans documents and other evidence as the Landlords may
reasonably require to satisfy themselves that the provisions of this
clause have been complied with in all respects.
18.7 Intimate notice to Landlords
As soon as practicable, to give to the Landlords notice of any order,
direction, proposal or notice under the Planning Acts or relating to
any of the matters referred to in the sub-clauses of this Clause 18
which is served upon or received by or comes to the notice of the
Tenants in connection with or relating to the Leased Subjects and
to produce to the Landlords if so required any such order, direction,
proposal or notice as aforesaid as is in the possession of the
Tenants and regarding such order, direction, proposal or notice as
aforesaid not to take any action not approved by the Landlords.
18.8 To apportion compensation
If the Tenants shall receive any compensation with respect to their
interest under the Lease because of any restriction placed upon the
use of the Leased Subjects under or by virtue of the Planning Acts,
then if and when the Tenants’ interest under the Lease shall be
determined however that event may occur, to make such provision
forthwith as is just and equitable for the Landlords to receive their
due benefit from such compensation.
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19. Not to permit obstructions or encroachments
Not to obstruct or suffer to be obstructed the loading bay or forecourt, or any
of the windows, lights or ventilators belonging to the Leased Subjects nor to
permit any new window, light, ventilator, passage, drainage or other
encroachment or servitude to be made into or acquired against or over the
Leased Subjects or any part thereof and in case any encroachment or
servitude whatsoever shall be attempted to be made or acquired by any
person or persons whomsoever to give notice thereof in writing to the
Landlords immediately the same shall come to the notice of the Tenants, and
to do all such things as may be proper for preventing any new encroachment
or servitude being made or acquired with the costs of such actions to be
determined on an equitable basis.
20. To allow Landlords to take Inventories etc.
Subject to Clause 6.5 of the Lease to permit the Landlords or their surveyors
or agents or others having authority from the Landlords at any time during the
last year of the Lease (howsoever determined) by prior appointment with the
Tenants to enter upon the Leased Subjects or any part thereof for the
purpose of taking schedules or inventories of the fixtures and fittings to be
yielded up at the expiry of the Lease.
21. To afford Landlords facilities to re-let or sell
Subject to Clause 6.5 of the Lease to afford the Landlords all reasonable
facilities for the purpose of selling the Leased Subjects and, during the last
year of the Lease (howsoever determined) for the purposes of letting the
same, including in both cases access to the Leased Subjects by the
Landlords or their surveyors or agents or by prospective purchasers or
tenants or others having written authority from the Landlords and to display
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and maintain such “To Let” or “For Sale” boards upon the Leased Subjects as
the Landlords may consider desirable but so that the boards shall not be
placed in the windows of the Leased Subjects nor shall they obstruct the facia
thereof.
22. Not to assign or sub-let
22.1 Not to assign, charge, sub-let or otherwise deal with the Tenants’
interest in or part with or save as permitted in terms of Clause
22.2.3 of this Part IV of the Schedule, share possession of part only
of the Leased Subjects.
22.2 Not without the Landlords’ prior written consent to assign, charge,
sublet or otherwise deal with the Tenants’ interest in or part with the
whole of the Leased Subjects; provided that the Landlords’ consent
shall not be unreasonably withheld:-
22.2.1 in the case of a respectable and responsible assignee of
the whole of the Leased Subjects of sound financial
standing and demonstrably able to meet the obligations
imposed on the Tenants hereunder;
22.2.2 in the case of a respectable, responsible and financially
sound sub-tenant of the whole or part of the Leased
Subjects, subject to the prior approval of the form of sub-
lease by the Landlords; and
22.2.3 in addition to the provisions of this Clause 22, the
Tenants may share occupation of the Leased Subjects
with other healthcare, social work and related
professionals in connection with the Permitted Use on
condition that:
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(a) the Tenants notify the Landlords of the identity of
the occupier and the part of the Leased Subjects to
be occupied;
(b) no relationship of landlord and tenant is created or
is allowed to arise; and
(c) the Tenants notify the Landlords promptly when the
occupation ends.
22.2.4 within fourteen days after the execution of any
Assignation or any transmission by reason of a death or
otherwise affecting the Leased Subjects to deliver to the
Landlords three extract or certified copies of the deed,
instrument or other document or transmission evidencing
or effecting such dealing or transmission.
22.2.5 The Tenants may assign the Tenants right to the whole of
the Leased Subjects without the Landlords’ consent
where the proposed assignee is (i) a Qualifying Practice
comprising not fewer than 2 whole time equivalent
general medical practitioners (as that expression is
defined in the Premises Directions) or (ii) the relevant
Health Board or (iii) the Scottish Ministers.
22.2.6 The Tenants may share occupation of the Leased Subjects
without the consent of the Landlords on the condition
that:
(i) the Tenants notifies the Landlords of the identity of
the occupier and the part of the Leased Subjects to
be occupied prior to the occupation commencing.
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(ii) no relationship of landlord and tenant is created.
(iii) the Tenants notify the Landlords promptly when the
occupation ends.
22.7 Notwithstanding any other provision of this Clause 22 of
this Part IV of the Schedule in the event that the Lease is
assigned to either the relevant Health Board or the
Scottish Ministers as hereinbefore provided for then the
Tenants shall be entitled to grant occupancy rights on
any number of occasions and whether by way of a formal
sub-lease or otherwise to any person or persons (legal or
natural) for the purpose of providing primary and/or
social care services falling within the Permitted Use
without the consent of the Landlords and on such terms
as the Tenants in its absolute discretion deems suitable,
and that whether the same are less onerous than the
terms of the Lease or otherwise but on the condition
that:-
(i) the Tenants notifies the Landlords of the identity of
the occupier and the part of the Leased Subjects to
be occupied prior to the occupation commencing.
(ii) no relationship of landlord and tenant is created.
(iii) the Tenants notify the Landlords promptly when the
occupation ends.
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23. To indemnify Landlords
23.1 To indemnify and keep indemnified the Landlords from liability in
respect of any injury to or the death of any person, damage to any
property, heritable or moveable, any interdict or Court Action, the
infringement, disturbance or destruction of any right, servitude or
privilege or otherwise by reason of or arising directly or indirectly
out of the repair, state of repair, condition, or any alteration to or to
the use hereinbefore permitted of the Leased Subjects or any
failure or omission by the Tenants in the implementation and
observance of the obligations on their part herein contained or
referred to and from all proceedings, costs, claims and demands of
whatsoever nature in respect of any such liability or alleged liability.
In respect of any claim covered by the indemnity in Clause 23.1, the
Landlords must mitigate its loss (at the Tenants’ cost) where it is
reasonable for the Landlords to do so.
23.2 Interruption of services
Not to make any claim against the Landlords in respect of or arising
out of any interruption or failure of any services or defective
working, stoppage or breakage of any pipes, drains, wires or
equipment or bursting or leakage of any oil, gas, water or soil pipes
or choking, stoppage or overflow thereof or of the drains or gutters
or from any other source or cause and to indemnify and keep
indemnified the Landlords from any liability arising therefrom.
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24. Costs
To pay to the Landlords all costs, charges and expenses (including solicitors’
and surveyors’ and other professional costs and fees and Value Added Tax)
incurred by the Landlords:-
24.1 in connection with the registration of the Lease in the Books of
Council and Session and the obtaining of three extracts;
24.2 in or in contemplation of any proceedings relating to the Leased
Subjects arising out of the Tenants’ breach of the terms of this
Lease and to keep the Landlords fully and effectively indemnified
against all costs, expenses, claims and demands whatsoever in
respect of such proceedings but declaring that in respect of any
claim covered by this Clause 24.2, the Landlords must mitigate its
loss (at the Tenants’ cost) where it is reasonable for the Landlords
to do so;
24.3 in the preparation, service, negotiation and enforcement of a
schedule of dilapidations at any time during or after the period of
the Lease where the Tenants are in breach of the terms of the
Lease;
24.4 in connection with the recovery of arrears of rent, interest and/or
other sums due from the Tenants under the Lease where the
Tenants are in breach of the terms of the Lease;
24.5 in respect of any application for consent or approval required by the
Lease or request for variation or surrender whether or not such
consent, approval or request be granted provided always that:-
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24.5.1 the Tenants shall pay the reasonable charges, taxes,
assessments, levies and other disbursements of any
solicitors, architects, surveyors and other professional
advisers acting for the Landlords in connection with such
consent, approval or request as aforesaid;
24.5.2 the Tenants shall at the Tenants’ expense furnish the
Landlords with any additional copies of plans and
specifications and other documents required in
connection with the application by the Tenants for such
consent or approval or such request and such further
copies of any Notice and proposals served on the
Tenants.
24.6 As soon as possible following the effective date of any land
transaction arising out of or in connection with the Lease (including
without limitation the initial grant thereof) the Tenants must (if
required) submit a land and buildings transaction tax return to
Revenue Scotland and pay all land and buildings transaction tax
which may be payable in respect thereof. In each such case the
Tenants must deliver to the Landlords within 21 days of the
effective date of any such land transaction an electronic submission
receipt issued by Revenue Scotland in respect of the land and
buildings transaction tax liability on any such land transaction in
order to allow the Landlords to register the Lease and any such
subsequent documentation in respect of this Lease.
25 Tenants’ Property
If after the Tenants have vacated the Leased Subjects on the Termination
Date any property of the Tenants remains in or on the Leased Subjects, and
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the Tenants fail to remove it within fourteen days after being requested in
writing by the Landlords so to do, or if after having endeavoured the
Landlords is unable to make such a request to the Tenants within fourteen
days from the first attempt so made by the Landlords:-
25.1 the Landlords may as the agent of the Tenants sell such property,
provided that the Tenants will indemnify the Landlords against any
liability incurred by it to any third party whose property shall have
been sold by the Landlords in the bona fide mistaken belief (which
shall be presumed) that such property belonged to the Tenants;
25.2 if the Landlords having made reasonable efforts is unable to locate
the Tenants the Landlords shall be entitled to retain the proceeds of
the sale absolutely unless the Tenants shall claim the same within
three months of the date upon which the Tenants vacated the
Leased Subjects; and
25.3 the Tenants shall indemnify the Landlords against any damage
occasioned to the Leased Subjects or any adjoining property and
any actions, claims, proceedings, costs, expenses and demands
made against the Landlords caused by or related to the presence of
such property in or on the Leased Subjects.
26. Fire fighting equipment
To keep the Leased Subjects sufficiently supplied and equipped with such fire
fighting and extinguishing appliances as shall from time to time be required by
law or by the local or other competent Authority or as shall be reasonably
required by the Landlords or their insurers and such appliances shall be open
to inspection and shall be maintained to the satisfaction of the Landlords, and
also not to obstruct or permit to be obstructed the access to or means of
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working such appliances or the means of escape from the Leased Subjects in
the case of fire.
27. Supply particulars of documents
Within fourteen days of the receipt of notice of the same, to give full
particulars to the Landlords of any permission, notice or proposal for a notice
or order relevant to the Leased Subjects or to the use or condition thereof or
otherwise concerning the Leased Subjects or the Tenants made, given or
issued to the Tenants or the occupier of the Leased Subjects by any
Government, local or public authority and if so required by the Landlords
forthwith to produce such permission, notice, order or proposal to the
Landlords and also without delay to take all reasonable or necessary steps to
comply therewith and also at the reasonable request and at the expense of
the Landlords to make or join with the Landlords in making such objections or
representations against or in respect of any such notice, order or proposal as
aforesaid as the Landlords shall deem expedient.
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SCHEDULE PART V
Landlords’ Obligations
Insurance
1 Subject to and to the extent that the necessary insurance cover is obtainable
from a reputable insurance company on the insurance market in Great Britain
and to the conditions and exceptions normally contained in policies for
insurance as aftermentioned from time to time to insure the Leased Subjects
against loss or damage by fire, lightning, explosion, flood, storm, tempest,
riot, terrorism, bursting and overflowing of cisterns, pipes, subsidence and
landslip, property owners liability, civil commotion and (in peace time) aircraft
and articles dropped therefrom and such other normal commercial risks as
the Landlords may deem necessary or expedient in the full reinstatement
value thereof plus Value Added Tax (such value to be not less than the value
reasonably determined by the Landlords) together with such sums (related to
such reinstatement value) for architects’, surveyors’ and engineers’ fees as
would be required by the respective professional scales of charges in force
from time to time, sums in respect of demolition costs, removal of debris and
shoring up of adjoining buildings and together with insurance for loss of rent
for the Leased Subjects for a period of not less than three years all as may be
reasonably estimated by the Landlords all in name of the Landlords and such
other names as the Landlords shall require in some insurance office of repute
to be nominated by the Landlords and through the agency of the Landlords:
And, upon reasonable request in writing, to exhibit to the Tenants or their
agents a copy of every such policy of insurance and the receipts for the last
premium.
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2. In relation to the insurance, the Landlords must use its reasonable
endeavours to:
2.1 procure the Tenants’ interest in the Leased Subjects is noted either
specifically or generally on the policy;
2.2 take reasonable steps to procure that the insurers waive any rights of
subrogation they might have against the Tenants (either specifically or
generically);
2.3 notify the Tenants promptly of all material variations; and
2.4 provide the Tenants with a copy of the policy terms or a summary of its
main terms upon the Tenants’ written request (such request to be
made no more than once annually).
3. Provided that the Tenants have paid to the Landlords the sum for which they
are liable in terms of Clause 9.4.1 of Part IV of the Schedule and subject to all
necessary statutory consents being obtained, to cause all monies received by
virtue of such insurance (except for monies received in respect of property
owners liability and in respect of loss of rent insurance which shall be retained
by the Landlords who shall apportion the same according to the relative
interests therein and shall apply the amount apportionable to the Tenants’
interest in lieu pro tanto of rent) to be forthwith laid out in rebuilding,
repairing or reinstating the Leased Subjects, any shortfall between the costs
of rebuilding, repairing or reinstatement and the monies received by the
Landlords by virtue of such insurance and from the Tenants in terms of the
said Clause 9.4.1 being met by the Landlords.
4. In the event of the Leased Subjects being damaged or destroyed by an
Uninsured Risk and the Landlords notifying the Tenants that it intends to
reinstate the Leased Subjects within 12 months after the date of damage or
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destruction then the Landlords will subject to all necessary statutory consents
being obtained forthwith rebuild, repair or reinstate the Leased Subjects at its
own costs as soon as reasonably practicable.
64.
ARDG/001/001_2678188_1
SCHEDULE PART VI
Schedule of Condition
ARDG/001/001_2678188_1 CLO ID=1425978
LEASE
between
[ ]
and
The partners and trustees of Ardgowan Medical Practice
Subjects: Ardgowan Medical Practice, 2 Finnart Street, Greenock