for the attention of sheryl dowen sandwell college i spon lane … · 2020. 8. 16. · lease. 67609...
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Lease. 67609
S
SandwellS Mtropohtan 3orouQh
For the attention of Sheryl Dowen My ref: P/N/JW/LMSandwell CollegeI Spon Lane Yourref:
West BromwichB70 6AW Tat No: 0121 569 8242
Date: 1f December 2013
Dear Sirs
A lease dated i9 December 2013 (the “Lease”) between(1) The Borough Council of Sandwell (the “Landlord”) and(2) Sandwell College (the “Tenant”) of The Public, New Street, WestBromwich B70 7PG (the “Property”)
In consideration of completion of the Lease the Landlord and the Tenantagree that:
1. Landlord’s Fixtures and Fittings
1.1 As soon as practicable but in any event no later than one month ofthe date of completion of the Works in accordance with the D & BContract they will agree in writing the fixtures, fittings and contentsbelonging to the Landlord and which are to remain in the Propertythroughout the Contractual Term;
1.2 If the items to be left in the Property cannot be agreed in such timereferred to in clause 1.1 then the matter shall be referred by eitherparty to an arbitrator for determination on the terms of this clause1:
(a) The parties shall agree on the appointment of a member ofthe Royal Institution of Chartered Surveyors as anindependent arbitrator and shallagree with the arbitrator theterms of his appointment; PLACE
(b) If the parties are unable toAdrian Scarrott
agree on an arbitrator or the seiceDirector—Neighbourhoods
terms of his appointment withinseven days of either party ox 2374
serving details of a suggested West Midlands 669 3DE
arbitrator on the other, either Telephone: 0121 569 5057
party shall then be entitled to w.sandwe.gov.uk
request that the President of
the Royal Institution of Chartered Surveyors appoints anarbitrator;
(c) The arbitrator is required to prepare a written decision andgive notice (including a copy) of the decision to the partieswithin a maximum of three months of the matter beingreferred to him;
(d) In making his decision the arbitrator shall have regard toboth parties’ expectations of the use of the Property duringthe Contractual Term as provided for in the Lease and theConcordat;
(e) The arbitrator shall act as an arbitrator and not as expert.His written decision on the matters referred to him shall befinal and binding on the parties in the absence of manifesterror or fraud;
(f) The arbitrator’s fees and any costs properly incurred by himin arriving at his determination (including any fees and costsof any advisers appointed by the arbitrator) shall be borneby the parties equally or in such other proportions as thearbitrator shall direct:
(g) All matters concerning the process and result of thedetermination by the arbitrator shall be kept confidentialamong the parties and the arbitrator; and
(h) Each party shall act reasonably and co-operate to giveeffect to the provisions of this clause and otherwise donothing to hinder or prevent the arbitrator from reaching hisdetermination;
1.3 Both parties shall attach a copy of their agreement or thearbitrator’s decision to the original/counterpart lease in theirpossession; and
1.4 All references in the Lease to the Landlord’s Fixtures and Fittingsshall be read as though these had been decided on (and listed inSchedule 1 of the Lease as referred to in the definition ofLandlord’s Fixtures and Fittings) prior to the date of the Lease.
2. Schedule of Condition
2.1 As soon as practicable but in any event no later than one month ofthe date of completion of the Works in accordance with the D & BContract they will commission (and equally bear the cost of) acondition survey in favour of each party and upon which each canrely; and
2.2 From the date of issue of such condition survey all references inthe Lease to the Schedule of Condition shall be read as though the
Schedule of Condition had been agreed prior to the date of theLease; and
2.3 Both parties shall attach such Schedule of Condition to theoriginal/counterpart lease in their possession.
3. Precedence
Clause 2.18 of the Concordat shall be disapplied in relation to theLease so that In the event of any inconsistency between theprovisions of this Agreement and the Lease, the Lease will takeprecedence.
4. Interpretation
4.1 Words and expressions defined in the Lease have the samemeanings in this letter as in this Lease except to the extent theyare defined differently in this letter.
4.2 The provisions of the Lease relating to its interpretation apply tothis letter except to the extent that they are expressly varied by thisletter.
4.3 This letter creates a binding agreement between us and oursuccessors in title to the Lease on the terms set out in this letterand supplemental to the Lease and the Concordat.
Please sign and return the duplicate copy of this letter by way ofconfirmation of your agreement with the contents of this letter and thecreation of a binding agreement between us as set out in this letter.
Yours faithfully
Un behalf of The Borough Council of Sandwell
We confirm our agreement to the above terms and to the creationof a legally binding contract between us as set out above:
Signed:
On behalf ofSandwell College
r
I[ DATED 9 2013
THE BOROUGH COUNCIL OF SANDWELL
- and -
SANDWELL COLLEGE
LEASE
- of -
PREMISES AT THE PUBLIC, WEST BROMWICH
.J.
I
PRESCRIBED CLAUSES
LR1. DATEOF LEASE ‘ tCc.t6 C
LR2. TITLE NUMBER(S)
LR2.1 LANDLORD’S TITLE NUMBER(S)
WM711428
F LR2.2 OTHER TITLE NUMBERS
None
I, LR3. PARTIES TO THIS LEASE
LANDLORD
[ The Borough Council Of SandwellOf Sandwell Council House Oldbury West Midlands B69 3DE
TENANT
Sandwell College (a further education institution and exempt charity) of 1 Spon Lane
[ West Bromwich B70 6AW
OTHER PARTIES
I None
LR4. PROPERTYIn the case of a conflict between this clause and the remainder of this leasethen, for the purposes of registration, this clause shall prevail.
See the definition of “Property” in clause 1.1 of this lease
LR5. PRESCRIBED STATEMENTS ETC.
1 LR5.1 Statements prescribed under rules 179 (dispositions in favour of acharity), 180 (disposItIons by a charity) or 196 (leases under the LeaseholdReform, Housing and Urban Development Act 1993) of the Land RegistrationRules 2003.
The Tenant is an exempt charity.
LR5.2 This lease is made under, or by reference to, provisions of:
None.
LR6. TERM FOR WHICH THE PROPERTY IS LEASED
1 1
L
The term as specified in this tease at clause 1.1 in the definition of “ContractualTerm”.
LR7. PREMIUM
None.
LR8. PROHIBITIONS OR RESTRICTIONS ON DISPOSING OF THIS LEASE
This lease contains a provision that prohibits or restricts dispositions.
LR9. RIGHTS OF ACQUISITION ETC.
LR9.1 Tenant’s contractual rights to renew this lease, to acquire the reversionor another lease of the Property, or to acquire an interest in other land
None.
LR9.2 Tenant’s covenant to (or offer to) surrender this lease
None.
LR9.3 Landlord’s contractual rights to acquire this lease
None.
LR1O. RESTRICTIVE COVENANTS GIVEN IN THIS LEASE BY THE LANDLORD IN RESPECT OFLAND OTHER THAN THE PROPERTY
None.
LR11. EASEMENTS
LR1 1.1 Easements granted by this lease for the benefit of the Property
The easements included in clause 3 of this lease.
LR1 1.2 Easements granted or reserved by this lease over the Property for thebenefit of other property
The easements included in clause 4 of this tease.
LR12. ESTATE RENTCI-IARGE BURDENING THE PROPERTY
None.
LR1 3. APPLICATION FOR STANDARD FORM OF RESTRICTION
None.
2
LR1 4. DECLARATION OF TRUST WHERE THERE IS MORE THAN ONE PERSON COMPRISING
THE TENANT
Not applicable.
1.
CONTENTS
1. INTERPRETATION 6
2. GRANT 11
3. ANCILLARY RIGHTS 12
4. RIGHTS EXCEPTED AND RESERVED 13
5. THIRD PARTY RIGHTS 16
6. CALCULATION OF THE ANNUAL RENT 16
7. THE ANNUAL RENT 18
8. INSURANCE 18
9. RATESAND TAXES 20
10. UTILITIES 21
11. COMMON ITEMS 21
12. VAT 21
13. DEFAULT INTEREST AND INTEREST 22
14. COSTS 22
15. COMPENSATION ON VACATING 23
16. No DEDUCTION, COUNTERCLAIM OR SET-OFF 23
17. PROHIBITION OF OTHER DEALINGS 23
18. CLOSURE OF ThE REGISTERED TITLE OF THIS LEASE 25
19. TENANVS REPAIRING OBUGAT1ONSS 25
20. LANDLORDS REPAIRING OBLIGATIONS 26
21. INHERENT DEFECTS 26
22. CONTAMINATION 27
23. DECORATION 27
24. ALTERATIONS 27
25. SIGNS 28
26. RETURNING THE PROPERTY TO THE LANDLORD 28
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27. USE .29
28. COMPLIANCE WITh LAws .30
29. ENERGY PERFORMANCE CERTIFICATES 31
30. ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS 31
31. BREACH OF REPAIR AND MAINTENANCE OBLIGATION 32
32. INDEMNITY 32
33. LANDLORDS COVENANT FOR QUIET ENJOYMENT 32
34. RE-ENTRY AND FORFEITURE 33
35. LIABIUTY 33
36. MITIGATION 34
37. ENTIRE AGREEMENT 34
38. NOTICES, CONSENTS AND APPROVALS 34
39. GOVERNING LAW AND JURISDICTION 35
40. CONTRACTS (RIGHTS OF THIRD PARTI ES) ACT 1999 35
41. LANDLORD AND TENANT (COVENANTS) ACT 1995 36
42. MISCELLANEOUS 36
43. BREAT RIGHTS 36
44. TERMINATION OF LEASE ON TERMINATION OF CONCORDAT 37
[ 5
THIS LEASE isdated ‘ bcat,. 2tPARTIES
(1) THE BOROUGH COUNCIL OF SANDWELL of the Sandwell Council HouseOldbury West Midlands B69 3DE (Landlord).
(2) SANDWELLL COLLEGE of 1 Spon Lane West Bromwich B70 6AW(Tenant).
AGREED TERMS
INTERPRETATION
1.1 The definitions and rules of interpretation set out in this clause apply to thislease.
Actual Occupation Date: has the same meaning as “Completion Date” in theD & B Contract
Act of Dissolution: the dissolution of the Tenant as an entity (but not in thecase of a transfer of the Tenant’s assets or actMties to a successor body or inthe case of a merger or de-merger)
Annual Rent: rent at a rate per annum calculated in accordance with theformula set out in Schedule 3
Break Date: means the 10th 15th and 20t anniversary of the termcommencement date (being the date hereof) and any other date on which theContractual Term is terminated pursuant to clause 43.2
Concordat: means the Concordat of even date made between (1) theLandlord and (2) the Tenant
Contractual Term: a term of 25 years beginning on and including the datehereof
Contaminated Land Regime: the contaminated land regime under Part 2A ofthe Environmental Protection Act 1990 and any statutory instrument, circularor guidance issued under it
CDM Regulations: the Construction (Design and Management) Regulations2007 (Si 2007/320)
D&B Contract: means the design and build contract for the Works of evendate made between (1) the Landlord and (2) Sandwell Futures Limited and asreferred to in the Concordat
D & B Contractor: has the meaning given to it in the Concordat
Delivery Access: the part of the Landlord’s Neighbouring Property showntinted pink on the Plan
Default Interest Rate: four percentage points above the Interest Rate
Default Sum: the sum calculated in accordance with Schedule 4 and which isto be paid by the Tenant to the Landlord following termination of this leasepursuant to either of clauses 34.2(d), 43.5(c) and 44.1 (b)
6
Energy Assessor: an individual who is a member of an accreditation schemeapproved by the Secretary of State in accordance with regulation 25 of theEnergy Performance of Buildings (Certificates and Inspections) (England andWales) Regulations 2007 (SI 2007/991) or regulation 30 of the BuildingRegulations 2010 (SI 2010/2214)
Energy Performance Certificate: a certificate which complies with regulation11(1) of the Energy Performance of Buildings (Certificates and Inspections)(England and Wales) Regulations 2007 (SI 2007/99 1) or regulation 29 of theBuilding Regulations 2010 (SI 2010/2214)
Expert: a person appointed in accordance with clause 6
Environment: the natural and man-made environment including all or any of
thefollowing media, namely air, water and land (including air within buildings
and other natural or man-made structures above or below the ground) andany living organisms (including man) or systems supported by those media
Hazardous Substances: any material, substance or organism which, aloneor in combination with others, is capable of causing harm to the Environment
Inherent Defects: means a defect in the Property (but not in the Works)which is attributable to:
(a) defective design and/or
(b) defective workmanship or materials; and/or
(c) defective supervision of the construction or the installation of anythingin or on the Property (other than the Works); and/or
(d) the defective preparation of the site upon which the Property isconstructed
the cause of which arises prior to the date of this lease
Insurance Rent: the aggregate in each year of the gross cost of the premiumbefore any discount or commission for the insurance of:
(a) the Property for its full reinstatement cost (taking inflation of buildingcosts into account) against loss or damage by or in consequence ofthe Insured Risks, including costs of demolition, site clearance, siteprotection and shoring-up, professionals’ and statutory fees andincidental expenses, the cost of any work which may be requiredunder any law and VAT in respect of all those costs, fees andexpenses,
(b) loss of Annual Rent of the Property for three years, and
(c) any insurance premium tax payable on the above
Insured Risks: means fire, explosion, lightning, earthquake, storm, flood,bursting and overflowing of water tanks, apparatus or pipes, impact by aircraftand articles dropped from them, impact by vehicles, riot, civil commotion,subsidence, landslip, heave, theft, malicious damages, vandalism, plate glass,and any other risks against which the Landlord decides to insure against fromtime to time and notifies to the Tenant in writing and Insured Risk means anyone of the Insured Risks
7
[ Interest Rate: interest at the base rate from time to time of Co-OperativeBank Plc or other bank used by the Landlord or if that base rate stops beingused or published then at a comparable commercial rate reasonablydetermined by the Landlord
Landlord’s Fixtures and Fittings: the Landlord’s fixtures, fittings andcontents at the Property as set out in Schedule 1 of this lease
Landlord’s Neighbouring Property: each and every part of the adjoiningand neighbouring property in which the Landlord has an interest and which isregistered at HM Land Registry with title number WM71 1428 as at the date ofthis lease
Landlord Repair Parts: means the external structure and internal structuralenvelope of the Property and the external parts of the Property comprisingthe items listed in Schedule 6 (and Schedule headings are not to be taken intoaccount in the interpretation of such Schedule)
LTA 1954: Landlord and Tenant Act 1954
Novation Date: means the date of novation of the D & B Contract to theTenant pursuant to clause 30 of the Concordat
New Lease: a lease of the Property:
(a) for a term at least equivalent to the remainder of the Term which hasnot expired on the date of termination of this lease;
(b) at a rent equivalent to the Annual Rent; and
(c) imposing substantially the same repairing obligations on the tenantand landlord as are set out in this lease
Payments Spreadsheet: the worked example set out in a Microsoft excelspreadsheet and annexed to this lease in the form of CD-Rom
Permitted Part: such part or parts of the Property as the Tenant shallconsider (acting reasonably) are being capable of being underlet save for anyareas used by the Landlord for any arts offering
Permitted Use: The presentation to the public of educational services,educational programmes, arts activity and community events in accordancewith the terms of the Concordat
Plan: the plan annexed to this lease
Property: Premises at The Public, New Street, West Bromwich B70 7PGedged red on the Plan together with the Landlord’s Fixtures and Fittings
Principal Cost: the expenditure incurred by the Landlord in carrying out theWorks but excluding interest on loan repayments and VAT
Principal Repayments: the part of the Annual Rent paid by the Tenant whichrelates to the payments made in respect of the Principal Cost
Recommendation Report: the recommendation report required by regulation10 of the Energy Performance of Buildings (Certificates and Inspections)(England and Wales) Regulations 2007 (Sf20071991), including a reportissued by an Energy Assessor for the purposes of regulation 29(5) of the
8
STRATEGIC RESOURCESSTRATEGIC ASSET MANAGEMENT NO 1H
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LEGEND DESCRTPT[ON SNDWELL rERRER
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ISCL.E CENTROI C
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WEST BROMWICH DWN jCTE
DM 08-JUL2013
THIS T4 IS ORSO LJOH OHOHMCE SUITHCT NTSTIHI HI IH: P€TH4SSIOH 5 CE SIVEY OH OEHA&5 THE
COHtHO.LEH HEB T%JLSTT5 STATIIIT FICt
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_____________________________________ ___________________________
CROWN COPYRIGHT
. uTHCBISOO PTIOH fRHEE5 CBOHH COHBRICHTj HV IAO 10 POCUTIOH OR 0,11 POXEROOHES
m Sand’vVeII LN NLIT.IOER SINDWELL NBC
L SS - LICENCE NO 10@03211• Metropolitan Borough Council ORFT 3
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Building Regulations 2010 (SI 20 10/2214) or regulation 20(1) of the Building(Approved Inspectors etc.) Regulations 2010 (Sf201012215)
Rent Interest Rate: the fixed rate Public Works Loan Board interest ratepayable by the Landlord in respect of the loan obtained by the Landlord tofund the Works or the Public Works Loan Board interest rate at which interestwould be payable had the Landlord taken out a loan to fund the Works
Rent Payment Dates: 30 days from the Novation Date and the date which isevery six months thereafter
Reservations: all of the rights excepted, reserved and granted to theLandlord by this lease
Safeguarding Policy: means any reasonable written policy or policies whichthe College may from time to time have or implement relating to the safetyand welfare of its students and staff and which have been provided to theLandlord and annexed to the Concordat
Service Media: all media for the supply or removal of heat, electricity, gas,water, sewage, energy, telecommunications, data and all other services andutilities and all structures, machinery and equipment ancillary to those media.
Schedule of Condition: means the attached photographic schedule ofcondition of the Property
Tenant Fixtures and Fittings: means those items equipment fixtures andfittings belonging to the Tenant
Tenant Repair Parts: means the interior of the Property comprising the itemslisted in Schedule 5 (and Schedule headings are not to be taken into accountin the interpretation of such Schedule) and the Landlord’s Fixtures and Fittings
Tenant Works: means any permitted works alterations or additions to theProperty undertaken by the Tenant
Term Time Hours: means the hours between 8am and 5pm on working daysduring the Tenant’s term time or during times or periods of examinations(mock or otherwise) or such other hours as the Tenant shall notify in writing tothe Landlord from time to time
Third Party Rights: all rights, covenants and restrictions affecting theProperty including the matters referred to at the date of this lease in titlenumber WM711428 in so far as they relate to the Property subsist and arecapable of being observed and performed
Total Costs: the total cost incurred by the Landlord in carrying out the Worksplus interest on loan repayments incurred by the Landlord but excluding VAT,calculated in accordance with formula set out in Schedule 2
VAT: value added tax chargeable under the Value Added Tax Act 1994 orany similar replacement or additional tax
Uninsured Risk: means any risks which the Landlord has not insured againstincluding those which would have been insured but for the withdrawal of coverby the insurer or which are excluded, or practically excluded, by reason of theoperation of policy conditions (except by reason of the application of anexclusion, limitation, condition or excess imposed by the Landlord’s insurer or
9
F
rejection by the insurer of liability, or some part of it, due to vitiation by theTenant)
Unloading Area: the part of the Landlord’s Neighbouring Property showntinted grey on the Plan
Works: the fit out works to be undertaken to the Property by the Landlordpursuant to the terms of the D & B Contract
Works Defect: a breach of the D & B Contract by the D & B Contractor,negligence of the D & B Contractor or any defect in the Works for which the D& B Contractor is responsible under the U & B Contract
1.2 A reference to this lease, except a reference to the date of this lease or to thegrant of the lease, is a reference to this deed and any deed, licence, consent,approval or other instrument supplemental to it.
1.3 A reference to the Landlord includes a reference to the person entitled to theimmediate reversion to this lease. A reference to the Tenant includes areference to its successors in title and assigns, including a successor body inthe case of a merger or de-merger or a successor body to whom the Tenant’sassets or activities are transferred. A reference to a guarantor is to anyguarantor of the tenant covenants of this lease including a guarantor who hasentered into an authorised guarantee agreement.
1.4 In relation to any payment, a reference to a fair proportion is to a fair properand reasonable proportion of the total amount payable, determinedconclusively (except as to questions of law or in the case of manifest error oromission) by the Landlord.
1.5 The expressions landlord covenant and tenant covenant each has themeaning given to it by the Landlord and Tenant (Covenants) Act 1995.
1.6 Unless the context otherwise requires, a reference to the Property is to thewhole and any part of it.
1.7 A reference to the term is to the Contractual Term and statutory continuationof this lease.
1 .8 A reference to the end of the term is to the end of the term however it ends.
1 .9 References to the consent of the Landlord are to the consent of the Landlordgiven in accordance with clause 38.5 and references to the approval of theLandlord are to the approval of the Landlord given in accordance with clause38.7.
1.10 A working day is any day which is not a Saturday, a Sunday, a bank holidayor a public holiday in England.
1.11 Unless otherwise specified, a reference to a particular law is a reference to itas it is in force for the time being, taking account of any amendment,extension, application or re-enactment and includes any subordinate laws for
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the time being in force made under it and all orders, notices, codes of practiceand guidance made under it.
[ 1.12 A reference to laws in general is to all local, national and directly applicablesupra-national laws in force for the time being, taking account of anyamendment, extension, application or re-enactment and includes any
[ subordinate laws for the time being in force made under them and all orders,notices, codes of practice and guidance made under them.
1.13 Any obligation in this lease on either party not to do something includes anobligation not to agree to or suffer that thing to be done and an obligation touse best endeavours to prevent that thing being done by another person.
1.14 Unless the context otherwise requires, where the words include(s) orincluding are used in this lease, they are deemed to have the words “withoutlimitation” following them.
1.15 A person includes a corporate or unincorporated body.
1.16 References to writing or written do not include faxes or email.
1.17 Except where a contrary intention appears, a reference to a clause orSchedule, is a reference to a clause of, or Schedule to, this lease and areference in a Schedule to a paragraph is to a paragraph of that Schedule.
1.18 Clause, Schedule and paragraph headings do not affect the interpretation ofthis lease.
1.19 Apportionments of sums under this lease are to be made on the basis thatsuch sums accrue evenly from day to day throughout the period to which theyrelate even if they are payable by instalments. If the Tenant has paid theLandlord an instalment of any sum due from it under this lease in advanceand (a) the term is determined otherwise than by forfeiture before the periodto which such instalment relates has come to an end; or (b) the whole or anypart of the Property are/is unfit for occupation or use or are inaccessible orany of the essential services are damaged (and to the extent that suchmonies rents have been suspended); then the Tenant will be entitled to arefund of the proportion of that advance instalment but the Landlord maydeduct from that proportion a sum that it properly believes covers sums due toit under this lease in arrear where such sums are not then ascertainable.
1 .20 Any references to “on demand” or “within demand” means (unless otherwisestated) within or on 5 working days of receipt of written demand.
1.21 Any reference to “damage” is to physical damage.
2. GRANT
2.1 The Landlord lets with full title guarantee the Property to the Tenant for theContractual Term.
U
2.2 The grant is made together with the benefit of the ancillary rights set out inclause 3 excepting and reserving to the Landlord the rights set out in clause 4,and subject to and where appropriate with the benefit of the Third Party Rightsand subject to and where appropriate with the benefit of the entries appearingin the Property and Charges Registers of title number WM71 1428 as at thedate of this lease in so far as such matters are subsisting, relate to theProperty and capable of being observed and performed.
2.3 The grant is made with the Tenant paying the following as rent to theLandlord:
(a) the Annual Rent and all VAT in respect of it;
(b) the Insurance Rent;
(c) all interest payable under this lease; and
(d) all other sums due under this lease.
3. ANCILLARY RIGHTS
3.1 Except as mentioned in clause 3.2, neither the grant of this lease nor anythingin it confers any right over neighbouring property nor is to be taken to showthat the Tenant may have any right over neighbouring property, and section62 of the LPA 1925 does not apply to this lease.
3.2 The Landlord grants the Tenant the following rights:
3.3 (a) The right (as far as the Landlord is able to grant the same) to the freerunning and passage of water soil gas electricity radio televisiontelegraphic telephone telecommunications and other services andsupplies of any nature coming from or passing through any otherbuilding or land in and through the Service Media serving the Property
(b) The right to enter upon any part of the Landlord’s NeighbouringProperty with or without workmen at all reasonable times and upongiving not less than 14 days prior written notice (except in the case ofan emergency) for the purpose of inspecting decorating repairingmaintaining cleansing and renewing the Property or any Service Mediaserving the Property the person exercising such right causing as littledamage and inconvenience as reasonably possible and making goodany damage thereby occasioned PROVIDED ALWAYS that the personexercising such right shall observe the reasonable safety security andother special requirements of the Landlord that have been notified tothe Tenant in writing prior to such entry
(c) Any right of support and protection (as currently enjoyed by theProperty) for the benefit of the Property from the Landlord’sNeighbouring Property
(d) The rightto:
12
r[
[(I) pass and repass with and without vehicles over the Delivery
Access for the purpose of access to and egress from theUnloading Area; and
(ii) the right to pass with and without vehicles over the UnloadingArea and temporarily remain on such area for the purpose of
unloadingvehicles
both subject to the Tenant nor anyone authorised by it parking anyvehicle on the Landlord’s Neighbouring Property other than whilst suchvehicle is actually being unloaded nor using any part of the Landlord’sNeighbouring Property for the purposes of storage.
4. RIGHTS EXCEPTED AND RESERVED
4.1 The following rights are excepted and reserved from this lease to the Landlordfor the benefit of the Landlord’s Neighbouring Property and to the extentpossible for the benefit of any neighbouring or adjoining property in which the
r Landlord acquires an interest during the Contractual Term:L (a) rights of light, air, support and protection to the extent those rights are
capable of being enjoyed at any time during the term;
F (b) (subject to the Landlord not overloading) the right to use and toconnect into Service Media at the Property which are in existence atthe date of this lease or which are installed or constructed during theContractual Term;
(c) at any time during the term, the full and free right to develop theLandlord’s Neighbouring Property and any neighbouring or adjoiningproperty in which the Landlord acquires an interest during the term asthe Landlord may think fit;
(d) the right to erect scaffolding at the Property and attach it to anybuilding or structure on the Property in connection with any of theReservations;
(e) the right to build on or into any boundary wall of the Property inconnection with any of the Reservations;
(f) the right to re-route any Service Media at or serving the Property orre-route any means of access to or egress from the Property;
(g) the right to all mines and minerals other than coal lying in or under theProperty but without any actual right to mine;
(h) the right to enter upon any part of the Property with or withoutworkmen at all reasonable times and upon giving 7 days prior writtennotice (except in the case of an emergency) for the purpose ofinspecting decorating repairing maintaining cleansing and renewingthe Landlord’s Neighbouring Property or any Service Media servingthe Property the person exercising such right causing as little damageand inconvenience as reasonably possible and making good anydamage thereby occasioned PROVIDED ALWAYS that the personexercising such right shall observe the Safeguarding Policy and all
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reasonable safety security and other special requirements of theTenant that have been notified to the Landlord prior to such entry; and
(I) any right of support and protection for the benefit of the Landlord’sNeighbouring Property as currently enjoyed by the Property
notwithstanding that the exercise of any of the Reservations or theworks carried out pursuant to them result in a temporary reduction inthe flow of light or air to the Property or temporary loss of amenity forthe Property.
4.2 In exercising any of the Reservations reserved to the Landlord by clause 4.1the Landlord shall:
(a) use its reasonable endeavours to procure that anyone exercising theReservations provides the Tenant with reasonable prior written notice(save in cases of emergency where no notice need be given);
(b) give proper regard to the Tenant’s reasonable and proper securityrequirements;
(c) only enter the Property if the purpose behind the exercise of theReservation cannot reasonably be achieved otherwise than byeffecting entry on the Property;
(d) during periods of examinations which have been previously notified tothe Council in writing enter the Property only in the case of emergencyand at all other times where reasonably required by the Tenant andwhere reasonably practicable only do so outside Term Time Hours;
(e) use its reasonable endeavours to cause the minimum possibledisturbance, damage and inconvenience to the Tenant or other lawfuloccupiers of the Property;
(f) comply with the Tenant’s or other lawful occupier’s reasonablerequirements including but not limited to hoardings, signage, use ofscaffolding and timing of the exercise of the rights; and
(g) as soon as practicable make good at their own cost all damagecaused.
4.3 Where the exercise of the Reservations set out in clause 4.1 would interferewith the use of any of the easements or facilities granted by this lease or varythe position of them then the Landlord shall prior to or contemporaneouslytherewith provide reasonable alternative easements and facilities as areplacement.
4.4 When exercising the Reservation set out at clause 4.1(d) the Landlord will useall reasonable endeavours to procure that scaffolding is not erected (save inemergency) during Term Time Hours and that in the event of scaffoldingbeing erected the Landlord will use all reasonable endeavours to procure that:
(a) such scaffolding remains in position for as short a period as isreasonably practicable for the works for which it has been erected to
14
rbe carried out and is removed as soon as reasonably practicable aftersuch works have been completed;
r (b) such scaffolding causes as little disruption as is reasonablypracticable to the entrance of the Property and where possible willcause as little obstruction or interference as is reasonably practicableto the Tenant’s name sign or fascia and any display window in theProperty;
(c) the person or persons using the scaffolding causes as little disruptionor interference as may be reasonably possible to the business of theTenant carried on from the Property;
(d) any damage caused to the exterior of the Property and the Tenant’sname sign and fascia following the removal of such scaffolding ismade good by the Landlord at no expense to the Tenant as soon asreasonably practicable thereafter; and
(e) if the Tenant’s signage and fascia and/or display window in theProperty are materially obstructed or materially interfered with by theerection of the scaffolding the Landlord will permit the Tenant to1. display a banner sign on the exterior of the scaffolding to the intentthat such banner sign will be visible to members of the public unlessthe display of such sign is in breach of the regulations of the personsusing the scaffolding or would cause a danger to the safety of personsusing the scaffolding.
4.5 The Landlord reserves the right to enter the Property:
(a) to repair, maintain or replace any Service Media or structure relatingto any of the Reservations; and
(b) for any other purpose mentioned in or connected with:
(i) this lease;
(ii) the Reservations; and
(iii) the Landlord’s interest in the Property.
4.6 The Reservations may be exercised by the Landlord and by anyone else whois or becomes entitled to exercise them, and by anyone authorised by theLandlord.
4.7 The Tenant shall allow all those entitled to exercise any right or Reservationto enter the Property with their workers, contractors, agents and professionaladvisors.
4.8 The Landlord and all those entitled to exercise any right or Reservation shallcomply with the Safeguarding Policy at all times following entry onto theProperty.
4.9 The Tenant shall allow all those entitled to exercise any right or Reservation(other than those set out in clause 4.1) to enter the Property at anyreasonable time (having given reasonable prior written notice in advance
[ 15
(except in the case of an emergency)) but the Landlord shall avoid entryduring:
(a) Term Time Hours wherever this is reasonably possible; and
(b) any periods of examinations which have been notified to the Landlordin writing prior to the date notice of the Landlord’s required entry was
F given to the Tenant (except in the case of emergency).
4.10 No party exercising any of the Reservations, nor its workers, contractors,agents and professional advisors, shall be liable to the Tenant or to anyundertenant or other occupier of or person at the Property for any loss,damage, injury, nuisance or inconvenience arising by reason of its exercisingany of those Reservations except for:
(a) physical damage to the Property; or
(b) any loss, damage, injury, nuisance or inconvenience in relation towhich the law prevents the Landlord from excluding liability.
5. THIRD PARTY RIGHTSL
5.1 The Tenant shall comply with all obligations on the Landlord relating to theThird Party Rights (insofar as those obligations relate to the Property subsists
[ and are capable of being observed and performed) and shall not do anything(even if otherwise permitted by this lease) that may interfere with any ThirdParty Right.
5.2 The Tenant shall allow the Landlord and any other person authorised by theterms of the Third Party Right to enter the Property in accordance with itsterms.
6. CALCULATION OF THE ANNUAL RENT
6.1 The parties shall agree within one month of the date of practical completion ofthe Works pursuant to the D & B Contract the:
(a) Principal Costs;
(b) Total Costs;
L (c) Rent Interest Rate; and
(d) Annual Rent
and the Landlord shall document this by substituting the Principal Costs forthe figure in cell D5 of the Payments Spreadsheet and the Rent Interest Ratefor the figure in cell D6 of the Payments Spreadsheet and providing a hardcopy of this to the Tenant.
6.2 Any disagreement arising pursuant to clause 6.1 shall be determined by anexpert appointed in accordance with this clause 6.
6.3 The parties shall agree on the appointment of an independent Expert andshall agree with the Expert the terms of his appointment.
16
F
F’[ 6.4 If the parties are unable to agree on an Expert or the terms of his appointment
within seven days of either party serving details of a suggested expert on theother, either party shall then be entitled to request that the President of the
[ Association of Chartered Certified Accountants appoints an Expert.
6.5 The Expert is required to prepare a written decision and give notice (including
F a copy) of the decision to the parties within a maximum of three months of thematter being referred to the Expert.
[ 6.6 If the Expert dies or becomes unwilling or incapable of acting, or does notdeliver the decision within the time required by this clause then:
(a) either party may apply to the Association of Chartered Certified
Accountants to discharge the Expert and to appoint a replacementExpert with the required expertise; and
(b) this clause shall apply to the new Expert as if he were the first Expertt appointed.
6.7 The parties are entitled to make submissions to the Expert and will provide (orprocure that others provide) the Expert with such assistance and documentsas the Expert reasonably requires for the purpose of reaching a decision.
6.8 To the extent not provided for by this clause, the Expert may in his reasonablediscretion determine such other procedures to assist with the conduct of thedetermination as he considers just or appropriate.
6.9 Each party shall with reasonable promptness supply each other with allinformation and give each other access to all documentation and personneland/or things as the other party may reasonably require to make a submissionunder this clause.
6.10 The Expert shall act as an expert and not as an arbitrator. The Expert shalldetermine Total Costs and/or Annual Rent. The Expert’s written decision onthe matters referred to him shall be final and binding on the parties in theabsence of manifest error or fraud.
6.1 1 The Expert’s fees and any costs properly incurred by him in arriving at hisdetermination (including any fees and costs of any advisers appointed by theExpert) shall be borne by the parties equally or in such other proportions asthe Expert shall direct.
6.12 All matters concerning the process and result of the determination by theExpert shall be kept confidential among the parties and the Expert.
6.13 Each party shall act reasonably and co-operate to give effect to the provisionsof this clause and otherwise do nothing to hinder or prevent the Expert fromreaching his determination.
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7. THE ANNUAL RENT
7.1 The Tenant shall pay the Annual Rent and any VAT in respect of it in advanceon or before the Rent Payment Dates. The payments shall be made bybanker’s standing order or by any other method that the Landlord reasonablyrequires at any time by giving written notice to the Tenant (but not via directdebit).
7.2 The first instalment of the Annual Rent and any VAT in respect of it shall bemade on the first Rent Payment Date and shall be the proportion, calculatedon a daily basis, in respect of the period from the Rent Payment Date until theday before the next relevant Rent Payment Date.
8. INSURANCE
8.1 Subject to clause 8.2, the Landlord shall keep the Property insured againstloss or damage by the Insured Risks for the sum which the Landlordconsiders to be its full reinstatement cost (taking inflation of building costs intoaccount). The Landlord shall not be obliged to insure any part of the Propertyinstalled by the Tenant other than the Works.
8.2 The Landlord’s obligation to insure is subject to:
(a) any exclusions, limitations, excesses and conditions that may beimposed by the insurers; and
(b) insurance being available in the London insurance market onreasonable terms acceptable to the Landlord.
8.3 From the Actual Occupation Date the Tenant shall pay to the Landlord ondemand:
(a) the Insurance Rent;
(b) any amount that is deducted or disallowed by the insurers pursuant toany excess provision in the insurance policy; and
(C) any costs that the Landlord incurs in obtaining a valuation of theProperty for insurance purposes (but not more than once in every 2years of the Term).
8.4 If the Landlord insures the Property together with other land, the amount ofthe Insurance Rent shall be a fair proportion of the total for the Property andthe other land.
8.5 The Tenant shall:
(a) give the Landlord written notice immediately on becoming aware ofany matter which occurs that any insurer or underwriter may treat asmaterial in deciding whether or on what terms to insure or to continueto insure the Property;
(b) not do or omit anything as a result of which any policy of insurance ofthe Property or any neighbouring property may become void or
18
IFF voidable or otherwise prejudiced, or the payment of any policy money
may be withheld, nor (unless the Tenant has previously notified theLandlord and has paid any increased or additional premium) anything
[ as a result of which any increased or additional insurance premiummay become payable;
(c) comply at all times with the written requirements andrecommendations of the insurers relating to the Property which havebeen notified to the Tenant in writing;
(d) give the Landlord written notice immediately on becoming aware ofthe occurrence of any damage or loss relating to the Property arisingfrom an Insured Risk or an Uninsured Risk or of any other event that
[ might affect any insurance policy relating to the Property;
Ce) not effect any insurance of the Property (but this shall not precludeinsurance of the Tenant’s Fixtures and Fittings and other contents),
[ but if it becomes entitled to the benefit of any insurance proceeds inrespect of the Property (other than in respect of plate glass) pay thoseproceeds or cause them to be paid to the Landlord; and
(f) pay the Landlord an amount equal to any insurance money that theinsurers of the Property refuse to pay by reason of any act or
F- omission of the Tenant or any undertenant, their workers, contractorsor agents or any person at the Property with the actual or impliedauthority of any of them.
8.6 The Landlord shall, subject to obtaining all necessary planning and otherconsents (which it shall use its reasonable endeavours to obtain as soon asreasonably practicable), use all insurance money received (other than for lossof rent) to repair or reinstate the damage for which the money has beenreceived or (as the case may be) in rebuilding the Property. The Landlordshall not be obliged to:
(a) provide accommodation identical in layout or design so long asaccommodation reasonably equivalent to that previously at theProperty is provided; or
(b) repair or rebuild if the Tenant has failed to pay any of the InsuranceRent; or
(c) repair or rebuild the Property after a notice has been served pursuantto clause 8.7.
8.7 If the Property or the means of access to it is damaged or destroyed by anInsured Risk or an Uninsured Risk so as to be unfit for occupation and usethen, unless the policy of insurance of the Property has been vitiated in whole
[ or in part in consequence of any act or omission of the Tenant, anyundertenant or their respective workers, contractors or agents or any otherperson on the Property with the actual or implied authority of any of them,payment of the Annual Rent, or a fair proportion of it according to the natureand extent of the damage, shall be suspended until the Property has beenreinstated and made fit for occupation and use, or until the end of three yearsfrom the date of damage or destruction, if sooner.
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1
[8.8 If, following damage to or destruction of the Property, the Landlord considers
that it is impossible or impractical to reinstate the Property, the Landlord mayterminate this lease by giving notice to the Tenant. On giving notice this lease
[ shall determine but this shall be without prejudice to any right or remedy of thea Landlord in respect of any breach of the tenant covenants of this lease. Any
proceeds of the insurance (other than any insurance for plate glass) shallbelong to the Landlord.
8.9 Following damage to or destruction of the Property by either an Insured Risk
F or an Uninsured Risk, if the Property or the means of access to it has not1. been reinstated so as to be fit for the Permitted Use within three years of the
date of the damage or destruction either party may terminate this lease by
[ giving written notice to the other. On giving notice this lease shall determinebut this shall be without prejudice to any right or remedy of either party inrespect of any breach of the covenants of this lease. Any proceeds of the
[ insurance shall belong to the Landlord.
8.10 Nothing in this Lease shall oblige the Tenant to insure any plate glass.
9. RATES AND TAXES
9.1 From the date of this lease the Tenant shall pay the business rates charged inrespect of the Property.
9.2 The Landlord shall pay the Tenant within thirty days of receipt of a copy ofL each rates demand and an invoice issued by Tenant and addressed to the
Landlord (and where VAT is applicable such receipt shall be a valid VATreceipt), a sum equivalent to the amount charged to and paid by the Tenant(and in respect of which it has not already been reimbursed by the localauthority) in compliance with clause 9.1 prior to the earlier of:
[ (a) the date that a full exemption from payment of business rates inrespect of the period in which the Works are being carried outbecomes available; or
(b) the Actual Occupation Date.
1 9.3 Should the Tenant be reimbursed by the local authority in respect of anypayment it makes pursuant to clause 9.1 at any time after the Landlord hasmade payment to the Tenant in respect of this sum pursuant to clause 9.2 theTenant shall:
(a) notify the Landlord in writing; and
(b) pay an equivalent sum to the Landlord within thirty days of receipt of
[ an invoice issued by the Landlord (and where VAT is applicable such- receipt shall be a valid VAT receipt).
[ 9.4 From the Actual Occupation Date, the Tenant shall pay all present and futurerates, taxes and other impositions payable in respect of the Property, its useand any works carried out there, other than:
20
1.
(a) business rates charged in respect of the Tenant’s occupation and useof the Property (as these shall be paid in accordance with clause 9.1);
(b) any taxes payable by the Landlord in connection with any dealing withor disposition of the reversion to this lease; and
(a) any taxes, other than VAT and insurance premium tax, payable by theLandlord by reason of the receipt of any of the rents due under thislease.
9.5 If any rates, taxes or other impositions are payable in respect of the Propertytogether with other property, the Tenant shall pay a fair proportion of theamount payable.
9.6 The Tenant shall not make any proposal to alter the rateable value of theProperty or that value as it appears on any draft rating list, without the writtenapproval of the Landlord (such consent not to be unreasonably withheld ordelayed).
9.7 If, after the end of the term, the Landlord loses rating relief (or any similarrelief or exemption) because it has been allowed to the Tenant, then theTenant shall pay the Landlord an amount equal to the relief or exemption thatthe Landlord has lost provided that this clause shall not apply to any reliefproperly claimed by the Tenant and the availability of which arises solely dueto its charitable status.
10. UTILITIEs
10.1 From the Actual Occupation Date, the Tenant shall pay all costs in connectionwith the supply and removal of electricity, gas, water, sewage,telecommunications, data and other services and utilities to or from theProperty and used by the Tenant.
10.2 If any of those costs are payable in relation to the Property together with otherproperty, the Tenant shall pay a fair proportion of all those costs.
10.3 The Tenant shall comply with all laws and with any written recommendationsof the relevant suppliers relating to the use of those services and utilitieswhich have been notified to the Tenant in writing.
11. COMMON ITEMS
The Tenant shall comply with all reasonable written regulations the Landlordmay make from time to time in connection with the use of any of ServiceMedia or structures used in common with others.
12. VAT
12.1 All sums payable by the Tenant are exclusive of any VAT that may bechargeable. The Tenant shall pay VAT in respect of all taxable supplies madeto it in connection with this lease on the due date for making any payment or,
21
r[ if earlier, the date on which that supply is made for VAT purposes provided
that it is first supplied with a valid VAT invoice for the full and proper amount.
12.2 Every obligation on the Tenant, under or in connection with this lease, to paythe Landlord or any other person any sum by way of a refund or indemnity,shall include an obligation to pay an amount equal to any VAT incurred onthat sum by the Landlord or other person, except to the extent that theLandlord or other person obtains credit for such VAT under the Value AddedTax Act 1994.
12.3 Following any change in the rate of VAT payable by the Landlord in relation tothe Principal Cost the Landlord shall update the Payments Spreadsheet andprovide a copy to the Tenant as soon as reasonably practicable.
13. DEFAULT INTEREST AND INTEREST
13.1 If any Annual Rent or any other money payable under this lease has not beenpaid by the date it is due, whether it has been formally demanded or not, theTenant shall pay the Landlord interest at the Default Interest Rate (bothbefore and after any judgment) on that amount for the period from the duedate to and including the date of payment.
13.2 If the Landlord does not demand or accept any Annual Rent or other moneydue or tendered under this lease because the Landlord reasonably believesthat the Tenant is in breach of any of the material tenant covenants of thislease, then the Tenant shall, when that amount is accepted by the Landlord,also pay interest at the Interest Rate on that amount for the period from thedate the amount (or each part of it) became due until the date it is acceptedby the Landlord.
[ 14. COSTS
14.1 The Tenant shall pay the reasonable and proper costs and expenses of theLandlord including any solicitors’ or other professionals’ costs and expensesincurred (both during and after the end of the term) in connection with or incontemplation of any of the following:
[ (a) the enforcement of the tenant covenants of this lease;
(b) serving any notice in connection with this lease under section 146 or147 of the Law of Property Act 1925 or taking any proceedings undereither of those sections, notwithstanding that forfeiture is avoidedotherwise than by relief granted by the court;
[ (c) serving any notice in connection with this lease under section 17 ofthe Landlord and Tenant (Covenants) Act 1995;
(d) the preparation and service of a schedule of dilapidations inconnection with this lease which is served no later than 3 months afterthe end of the term; or
(e) any consent or approval applied for under this lease, whether or not itis granted (but not if such consent or approval is unlawfully or
22
1unreasonably delayed or withheld where the Landlord is not entitled tounreasonably withhold or delay consent or approval)
14.2 Where the Tenant is obliged to pay or indemnify the Landlord against anysolicitors’ or other professionals’ costs and expenses (whether under this orany other clause of this lease) that obligation extends to those costs and
[ expenses assessed on a full indemnity basis.
15. COMPENSATION ON VACATING
[ Any right of the Tenant or anyone deriving title under the Tenant to claimcompensation from the Landlord on leaving the Property under the LTA 1954is excluded, except to the extent that the legislation prevents that right being
[ excluded.
16. No DEDUCTION, COUNTERCLAIM OR SET-OFF& The Annual Rent and all other money due under this lease are to be paid by
the Tenant or any guarantor (as the case may be) without deduction,
[ counterclaim or set-off (save as permitted by law).
17. PROHIBITION OF OTHER DEALINGS
17.1 The Tenant shall not assign, underlet, charge, part with or share possessionor share occupation of this lease or the Property (or any part or parts thereof)
[ or hold the lease on trust for any person (except pending registration of adealing permitted by this lease at HM Land Registry or by reason only of jointlegal ownership) other than in accordance with this clause 17.
17.2 The Tenant shall not underlet a Permitted Part except in accordance with thisclause nor without the written consent of the Landlord, such consent not to beunreasonably withheld or delayed.
17.3 The Tenant shall not underlet a Permitted Part:
[ (a) together with any property or any right over property that is notincluded within this lease;
(b) at a fine or premium or reverse premium but shall be permitted toallow a rent free period to the undertenant provided this is in line withopen market practice at the relevant time.
[ 17.4 The Tenant shall not underlet a Permitted Part unless, before the underleaseis granted, the Tenant has given the Landlord:
[ (a) a certified copy of the notice served on the undertenant, as requiredby section 38A(3)(a) of the LTA 1954, applying to the tenancy to becreated by the underlease; and
[ (b) a certified copy of the declaration or statutory declaration made by theundertenant in accordance with the requirements of section 38A(3)(b)of the LTA 1954.
[ 23
F 17.5 Any underletting by the Tenant shall be by deed and shall include:
(a) an agreement between the Tenant and the undertenant that theprovisions of sections 24 to 28 of the LTA 1954 are excluded fromapplying to the tenancy created by the underlease;
(b) the reservation of a rent which is not less than the full open marketF’ rental value of the Property, or if the underletting is of a Permitted Part
only the open market rental value of a Permitted Part, at the date theProperty or a Permitted Part (as the case may be) is underlet and
[ which is payable on the same dates as the rent payable under anyother underlease of a Permitted Part (the parties acknowledging forthe purposes of this clause that the Annual Rent is not an openmarket rent);
(c) a covenant by the undertenant, enforceable by and expressed to beenforceable by the Landlord (as superior landlord at the date of grant)
[ and its successors in title in their own right, to observe and pertormthe tenant covenants in the underlease and any document that issupplemental or collateral to it and the tenant covenants in this lease
[ (insofar as they relate to the underlet property and rights granted tothe undertenant), except the covenants to pay the rents reserved bythis lease;
[ (d) provisions requiring the consent of the Landlord to be obtained inrespect of any matter for which the consent of the Landlord is requiredunder this lease, and shall otherwise be consistent with and includetenant covenants (insofar as they relate to the underlet property andrights granted to the underlenant) no less onerous (other than as tothe Annual Rent) than those in this lease and in a form approved bythe Landlord, such approval not to be unreasonably withheld ordelayed;
(e) in the case of an underletting of a Permitted Part, appropriate tenantcovenants requiring the undertenant to pay an appropriate proportionof:
[ (I) the costs of the insurance of the property demised by the lease;and
(ii) the repair, maintenance and decoration of any property whichdoes not form part of the underlet property but over which theundertenant is granted rights by the underlease in a form firstapproved by the Landlord (such approval not to beunreasonably withheld or delayed); and
(iii) rates, taxes and other impositions payable in respect of theproperty demised by the lease; and
(iv) all costs in connection with the supply and removal ofelectricity, gas, water, sewage, telecommunications, data andother services and utilities to or from the property demised bythe lease.
[ 17.6 In relation to any underlease granted by the Tenant, the Tenant shall:
[ 24
L
(a) not vary the terms of the underlease without the consent of theLandlord, such consent not to be unreasonably withheld or delayed;
(b) enforce the tenant covenants in the underlease and not waive any ofthem nor allow any reduction in the rent payable under theunderlease; and
(c) ensure that in relation to any rent review the revised rent is not agreedwithout the approval of the Landlord, such approval not to beunreasonably withheld or delayed.
18. CLOSURE OF THE REGISTERED TITLE OF THIS LEASE
As soon as reasonably practicable after the end of the term (andnotwithstanding that the term has ended), the Tenant shall make anapplication to close the registered title of this lease and shall ensure that anyrequisitions raised by HM Land Registry in connection with that applicationare dealt with properly and promptly and shall notify the Landlord oncompletion of the application.
19. TENANT’S REPAIRING OBLIGATIONSS
19.1 Subject to clause 20 from the Actual Occupation Date the Tenant shall keepthe Tenant Repair Parts of the Property in good repair and condition savethat:
(a) nothing shall oblige the Tenant to put keep maintain repair or reinstatethe Property into any better state of repair and condition than thatevidenced by the attached Schedule of Condition;
(b) the Tenant shall not be liable to repair the Property to the extent thatany disrepair has been caused by an Insured Risk or an UninsuredRisk or Inherent Defect, unless and to the extent that the policy ofinsurance of the Property has been vitiated or any insurance proceedswithheld in consequence of any act or omission of the Tenant, or theirrespective workers, contractors or agents or any person on theProperty with the actual authority of any of them;
(C) until and including the day before the Novation Date the Landlordshall be responsible for making good all damage to the Tenant RepairParts caused by or due to a Works Defect; and
(d) from and including the Novation Date the Tenant shall be responsiblefor making good all damage to the Tenant Repair Parts caused by ordue to a Works Defect and for the avoidance of doubt the Tenant shallbe responsible for making good all such damage whether it aroseprior to or following the Novation Date.
19.2 The Tenant shall keep the Service Media free from obstruction and cleansedand the Tenant shall not do anything which may create or cause anyobstruction to the Service Media.
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F...[ 20. LANDLORD’S REPAIRING OBLIGATIONS
20.1 Subject to clause 19.1(d), the Landlord shall keep the Landlord Repair Partsof the Property in good repair and condition but:
(a) nothing shall oblige the Landlord to put keep maintain repair orreinstate the Property into any better state of repair and condition thanthat evidenced by the attached Schedule of Condition;
(b) the Landlord shall not be liable to repair the Property to the extent that
F the policy of insurance of the Property has been vitiated or anyI insurance proceeds withheld in consequence of any act or omission of
the Tenant, or their respective workers, contractors or agents or anyperson on the Property with the actual authority of any of them;
(c) until and including the day before the Novation Date the Landlordshall be responsible for making good all damage to the Landlord
[ Repair Parts caused by or due to a Works Defect; and
(d) from and including the Novation Date the Tenant shall be responsiblefor making good all damage to the Landlord Repair Parts caused by
[ or due to a Works Defect and for the avoidance of doubt the Tenantshall be responsible for making good all such damage whether itarose prior to or following the Novation Date.
20.2 Provided that the Tenant complies with its obligations in clause 19 (including
ç carrying out proper servicing and maintenance when necessary), should the
I Landlord and the Tenant (both acting reasonably) agree during theContractual Term that any of the:
[ (a) boiler house plant;
(b) gas distribution system to local gas cock;
(c) oil and gas fired space heating; and
(d) hot water supply equipment
is beyond its viable lifespan and requires replacement in its entirety (not
I including repairs to or replacement of parts of such equipment) the Landlordwill be responsible for carrying out (at its own cost) such replacement ofequivalent items and will do so as soon as reasonably practicable.
21. INHERENT DEFECTS
21.1 During the Term the Tenant shall not be required to make good, rectify, treator repair any Inherent Defects or to pay the costs of doing so.
21 .2 The Landlord will (as soon as reasonably practicable and at no cost to theTenant) procure that any Inherent Defects at the Property which adverselyaffect the rights granted to the Tenant pursuant to the terms of this lease, aremade good.
L[
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22. CONTAMINATION
The Tenant shall not be responsible for any liability under the ContaminatedLand Regime arising in respect of Hazardous Substances in, on or under theProperty on or before the date of this lease other than where such HazardousSubstances are released or a pathway created by the act or omission of theTenant and for the purposes of this clause “released” and “pathway are tohave the meaning given to them by environmental legislation.
23. DECORATION
23.1 The Tenant shall decorate the Property as often as is reasonably necessaryand also in the last three months before the end of the term (whetherdetermined by effluxion of time or otherwise howsoever) PROVIDED THATthe Tenant shall not be under an obligation to decorate the Property morethan once in any period of twenty four (24) months.
23.2 The Landlord shall decorate the exterior walls of the Property as often as isreasonably necessary PROVIDED THAT the Landlord shall not be under anobligation to decorate the exterior walls more than once in any period oftwenty four (24) months.
23.3 All decoration shall be carried out in a good and proper manner using goodquality materials that are appropriate to the Property and the Permitted Useand shall include all appropriate preparatory work.
23.4 All decoration carried out in the last three months of the term shall also becarried out to the reasonable satisfaction of the Landlord and using materials,designs and colours approved by the Landlord (acting reasonably).
24. ALTERATIONS
24.1 The Tenant shall not make any external or structural alteration or addition tothe Property and shall not make any opening in any boundary structure of theProperty.
24.2 The Tenant shall not install any Service Media on the exterior of the Propertynor alter the route of any Service Media at the Property without the consent ofthe Landlord, such consent not to be unreasonably withheld or delayed.
24.3 The Tenant shall not be permitted to make any internal, non-structuralalterations or additions to the Property without the consent of the Landlordsuch consent not to be unreasonably withheld or delayed.
24.4 The Tenant shall not (without the consent of the Landlord, such consent not tobe unreasonably withheld or delayed) carry out any alteration to the Propertywhich has a materially adverse effect on the asset rating in any EnergyPerformance Certificate commissioned in respect of the Property.
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24.5 The Tenant shall not permanently affix any equipment plant or machinery tothe floors or walls of the Property without the Landlord’s written consent.
24.6 The Tenant shalt not affix anything whatsoever or suspend any weights fromthe superstructure, roof, roof supports, service installations and service ducts(other than approved electric wiring) and not affix anything to, or damage, orin anyway obstruct or place any object over any man-hole cover or rainwaterdown pipe as may be within the Property without the consent of the Landlord(such consent not to be unreasonably withheld or delayed).
24.7 The Tenant shall not do anything on the Property that would remove supportfrom any adjoining land buildings or structure or endanger such land buildingsor structure in any way whatsoever.
25. SIGNS
25.1 In this clause Signs include signs, fascia, placards, boards, posters andadvertisements.
25.2 The Tenant shall not attach any Signs to the exterior of the Property or displayany inside the Property so as to be seen from the outside without the writtenconsent of the Landlord, such consent not to be unreasonably withheld ordelayed save that no consent is required for any Signs which relate toSandwell College or a sixth form centre and which is erected in accordancewith all other permissions and consents required and obtained by the Tenant.
25.3 Subject to clause 26.2 before the end of the term, the Tenant shall removeany Signs placed by it at the Property and shall make good any damagecaused to the Property by that removal.
25.4 The Tenant shall allow the Landlord to fix to and keep at the Property any saleor re-letting board as the Landlord reasonably requires.
26. RETURNING THE PROPERTY TO THE LANDLORD
26.1 At the end of the term the Tenant shall return the Property to the Landlord inthe repair and condition required by this lease.
26.2 The Tenant shall not be obliged to reinstate or remove or repair the whole orany part of the Works.
26.3 At the end of the term, the Tenant shall remove from the Property all chattelsbelonging to or used by it.
26.4 The Tenant irrevocably appoints the Landlord to be the Tenant’s agent tostore or dispose of any chattels or items it has fixed to the Property and whichhave been left by the Tenant on the Property for more than ten working daysafter the end of the term. The Landlord shall not be liable to the Tenant byreason of that storage or disposal. The Tenant shall indemnify the Landlord in
28
[ respect of any claim made by a third party in relation to that storage ordisposal.
27. USE
27.1 The Tenant shall not use the Property for any purpose other than thePermitted Use.
27.2 The Tenant shall not use the Property for:
[ (a) any illegal or immoral purpose;
(b) any purpose or in a manner that would cause loss, damage, injury,[ nuisance or inconvenience to the Landlord, its other tenants or any
other owner or occupier of neighbouring property;
(c) any purpose that will cause a legal nuisance to the Landlord or theowner tenants or occupiers of any adjoining or neighbouringpremises;
(d) any dangerous noxious or offensive trade or business nor carry onbusiness in such a manner as is noxious or offensive to the Landlordor its tenants or occupiers or adjoining or neighbouring premises; or
[ (e) a sleeping place or residence of any person
provided that the Permitted Use shall not constitute a breach of this clause27.2.
27.3 The Tenant shall not overload any structural part of the Property nor anymachinery or equipment at the Property nor any Service Media at or servingthe Property.
27.4 The Tenant shall not carry on or permit to be carried on the business of abookmakers therefrom.
27.5 The Tenant shall not do anything at the Property or permit anything to bedone at the Property which may make any policy of insurance in respect ofthe Insured Risks void or voidable.
[ 27.6 Subject to the attached Schedule of Condition the Tenant shall keep any partof land forming part of the Property not built upon in a proper and neat order
r and condition.
27.7 The Tenant shall not hold or permit or suffer to be held any sale by auction onthe Property without the prior written consent of the Landlord such consentnot to be unreasonably withheld or delayed.
27.8 The Tenant shall not hire or offer for sale or hire any combat knife or macheteor other item with a sharp edge or blade or point which is either:
(a) designed or adapted for use in combat or in any act of aggression; or
29
(b) offered for sale or hire by means of any name or description orpromotional material which refers (directly or by implication) to itspotential for use in combat or in any act of aggression.
27.9 The Tenant shall not use the Property or any part thereof as a petrol fillingstation for the retail sale of petrol or oil or for the sale of motor vehicles.
27.10 The Landlord and the Tenant shall comply at all times with the terms of theConcordat.
28. COMPLIANCE WITH LAWS
28.1 The Tenant shall comply with all laws relating to:
(a) the Property and the occupation and use of the Property by theTenant;
(b) the use of all Service Media and machinery and equipment at orserving the Property;
(c) any works carried out at the Property; and
(d) all materials kept at or disposed from the Property.
28.2 Without prejudice to any obligation on the Tenant to obtain any consent orapproval under this lease, the Tenant shall carry out all works that arerequired under any law to be carried out at the Property whether by the owneror the occupier.
28.3 Within five working days after receipt of any notice or other communicationaffecting the Property (and whether or not served pursuant to any law) theTenant shall:
(a) send a copy of the relevant document to the Landlord; and
(b) take all steps reasonably necessary to comply with the notice or othercommunication and take any other action in connection with it as theLandlord may require.
28.4 The Tenant shall not apply for any planning permission for the Propertywithout the Landlord’s consent (such consent not to be unreasonably withheldor delayed).
28.5 The Tenant shall comply with its obligations under the CDM Regulations (inso far as they apply to the Property), including all requirements in relation tothe provision and maintenance of a health and safety file. The Tenant shallmaintain the health and safety file for the Property in accordance with theCDM Regulations and shall give it to the Landlord at the end of the term.
28.6 The Tenant shall supply all information to the Landlord that the Landlordreasonably requires from time to time to comply with the Landlord’sobligations under the CDM Regulations (if they apply).
30
F28.7 As soon as the Tenant becomes aware of any defect in the Property, it shall
give the Landlord written notice of it. The Tenant shall indemnify the Landlordagainst any liability under the Defective Premises Act 1972 in relation to the
[ Property by reason of any failure of the Tenant to comply with any of thetenant covenants in this lease.
28.8 The Tenant shall keep the Property equipped with all fire prevention, detectionL and fighting machinery and equipment and fire alarms which are required
under all relevant laws or required in writing by the insurers of the Property or[ reasonably recommended by them or reasonably required in writing by the
Landlord and shall keep that machinery, equipment and alarms properlymaintained and available for inspection.
29. ENERGY PERFORMANCE CERTIFICATES
29.1 The Tenant shall:
(a) cooperate with the Landlord so far as is reasonably necessary toallow the Landlord to obtain an Energy Performance Certificate andRecommendation Report for the Property including providing theLandlord with copies of any plans or other information held by theTenant that would assist in obtaining an Energy PerformanceCertificate; and
(b) allow such access to any Energy Assessor appointed by the Landlordas is reasonably necessary to inspect the Property for the purposes ofpreparing an Energy Performance Certificate and/or RecommendationReport for the Property.
29.2 The Tenant shall not commission an Energy Performance Certificate for theProperty without the Landlord’s consent such consent not to be unreasonablywithheld or delayed).
30. ENCROACHMENTS, OBSTRUCTIONS AND ACQUISITION OF RIGHTS
30.1 The Tenant shall not grant any permanent right or licence over the Property toa third party without the Landlord’s written consent.
30.2 If a third party makes or attempts to make any encroachment over theProperty or takes any action by which a right may be acquired over theProperty, the Tenant shall:
(a) Immediately on becoming aware give written notice to the Landlord;and
(b) take all steps (including any proceedings) the Landlord reasonablyrequires to prevent or license the continuation of that encroachment oraction.
30.3 The Tenant shall not obstruct the flow of light or air to the Property norobstruct any means of access to the Property.
31
30.4 The Tenant shall not make any acknowledgement that the flow of light or airto the Property or that the means of access to the Property is enjoyed with theconsent of any third party.
30.5 If any person takes or threatens to take any action to obstruct the flow of lightor air to the Property or obstruct the means of access to the Property, theTenant shall:
(a) immediately on becoming aware notify the Landlord; and
(b) take all steps (including proceedings) the Landlord reasonablyrequires to prevent or secure the removal of the obstruction.
31. BREACH OF REPAIR AND MAINTENANCE OBLIGATION
31.1 The Landlord may (having first given the Tenant not less 72 hours writtennotice save in the case of emergency when no notice is required) enter theProperty to inspect its condition and state of repair and may give the Tenant anotice of any breach of any of the tenant covenants in this lease relating to thecondition or repair of the Property.
31 .2 If the Tenant has not begun any works needed to remedy that breach withintwo months following that notice (or if works are required as a matter ofemergency, then immediately) or if the Tenant is not carrying out the workswith all due speed, then the Landlord may enter the Property and carry out theworks needed provided that this clause shall not apply (save in emergency)during the Term Time Hours.
31 .3 The costs incurred by the Landlord in carrying out any works pursuant to thisclause (and any professional fees and any VAT in respect of those costs)shall be a debt due from the Tenant to the Landlord and payable on demand.
31 .4 Any action taken by the Landlord pursuant to this clause shall be withoutprejudice to the Landlord’s other rights, including those under clause 34.
32. INDEMNITY
The Tenant shall keep the Landlord indemnified against all expenses, costs,claims, damage and loss (including any diminution in the value of theLandlord’s interest in the Property and loss of amenity of the Property) arisingfrom any breach of any tenant covenants in this lease, or any act or omissionof the Tenant, any undertenant or their respective workers, contractors oragents or any other person on the Property with the actual or implied authorityof any of them.
33. LANDLORD’S COVENANT FOR QUIET ENJOYMENT
The Landlord covenants with the Tenant, that, so long as the Tenant pays therents reserved by and complies with its obligations in this lease, the Tenantshall have quiet enjoyment of the Property without any interruption by theLandlord or any person claiming under the Landlord except as otherwisepermitted by this lease or by title paramount.
32
F.F
34. RE-ENTRY AND FORFEITURE
34.1 The Landlord may re-enter the Property (or any part of the Property in the[ name of the whole) at any time after any of the following occurs:
(a) any Annual Rent is unpaid ten days after becoming payable whether it
F has been formally demanded or not;
(b) any material breach of any material condition of, or material tenantcovenant, in this lease (but the Landlord shall first give the Tenant not
F less than 56 days to remedy any breach to the Landlord’s reasonableI satisfaction);
(C) an Act of Dissolution.
34.2 If the Landlord re-enters the Properly (or any part of the Property in the nameof the whole) pursuant to this clause:
[ (a) this lease shall immediately end, but without prejudice to any right orremedy of the Landlord in respect of any breach of covenant by the
r Tenant;I (b) the Landlord and the Tenant will use all reasonable endeavours to
collaborate in good faith and work together to secure another person
[ to take a New Lease following termination of this lease;I (c) the Landlord will use its reasonable endeavours to complete a New
Lease with a third party within one year of the date of termination of
[ this lease; and
(d) unless a New Lease is granted within a year from the date of re-entrythe Tenant shall pay the Default Sum on or before the firstanniversary of the date of termination of this lease in respect of theloss suffered by the Landlord as a result of the termination of thislease prior to the expiry of the Contractual Term.
35. L.IAB1L1TY
[ 35.1 At any time when the Landlord or the Tenant is more than one person, then ineach case those persons shall be jointly and severally liable for their
r respective obligations arising by virtue of this lease. The Landlord mayrelease or compromise the liability of any one of those persons or grant anytime or concession to any one of them without affecting the liability of anyother of them.
- 35.2 The obligations of the Tenant and any guarantor arising by virtue of this leaseare owed to the Landlord and the obligations of the Landlord are owed to the
[ Tenant.
35.3 The Landlord shall not be liable to the Tenant for any failure of the Landlord to[ peiform any landlord covenant in this lease unless and until the Tenant has
given the Landlord written notice of the failure and the Landlord has notremedied the failure within a reasonable time of service of that notice.
L33
[:.
36. MrnGATI0N
The Landlord and the Tenant shall at all times take all reasonable steps tominimise and mitigate any loss, damage, expense or cost for which therelevant party is entitled to bring a claim against the other party pursuant tothis lease and take all reasonable steps to minimise and mitigate any effectsor circumstances and/or events adversely affecting the performance of theirobligations under this lease which would otherwise entitle that party to reliefand/or to claim compensation hereunder.
37. ENTIRE AGREEMENT
37.1 Except where expressly provided otherwise in this lease, this leaseconstitutes the whole agreement between the parties in connection with itssubject matter and supersedes all prior representations, communications,negotiations and understandings concerning the subject matter of this lease.
37.2 Each party acknowledges that in entering into this lease it does not rely onand shall have no remedies in respect of any representation or warranty(whether made innocently or negligently) save for any written replies given bythe Landlord to the Tenant’s written enquiries.
37.3 Nothing in this lease constitutes or shall constitute a representation orwarranty that the Property may lawfully be used for any purpose allowed bythis lease.
37.4 Nothing in this clause shall limit or exclude any liability for fraud error oromission.
38. NOTICES, CONSENTS AND APPROVALS
38.1 A notice given under or in connection with this lease shall be:
(a) in writing unless this lease expressly states otherwise and for thepurposes of this clause an e-mail or fax is not in writing;
(b) given by hand or by pre-paid first-class post or other next working daydelivery service at the party’s registered office address (if the party isa company) or (in any other case) at the party’s principal place ofbusiness.
38.2 If a notice is given in accordance with clause 38.1, it shall be deemed to havebeen received:
(a) if delivered by hand, at the time the notice is left at the properaddress; or
(b) if sent by pre-paid first-class post or other next working day deliveryservice, on the second working day after posting.
34
38.3 This clause does not apply to the service of any proceedings or otherdocuments in any legal action or, where applicable, any arbitration or othermethod of dispute resolution.
38.4 Section 196 of the Law of Property Act 1925 shall otherwise apply to noticesgiven under this lease.
38.5 Where the consent of the Landlord is required under this lease, a consentshall only be valid if it is given by deed, unless:
(a) it is given in writing and signed by a person duly authorised on behalfor the Landlord; and
(b) it expressly states that the Landlord waives the requirement for adeed in that particular case.
38.6 If a waiver is given, it shall not affect the requirement for a deed for any otherconsent.
38.7 Where the approval of the Landlord is required under this lease, an approvalshall only be valid if it is in writing and signed by or on behalf of the Landlord,unless:
(a) the approval is being given in a case of emergency; or
(b) this lease expressly states that the approval need not be in writing.
38.8 If the Landlord gives a consent or approval under this lease, the giving of thatconsent or approval shall not imply that any consent or approval required froma third party has been obtained, nor shall it obviate the need to obtain anyconsent or approval from a third party.
39. GOVERNING LAW AND JURISDICTION
39.1 This lease and any dispute or claim arising out of or in connection with it or itssubject matter or formation (including non-contractual disputes or claims) shallbe governed by and construed in accordance with the law of England andWales.
39.2 The parties irrevocably agree that the courts of England and Wales shall haveexclusive jurisdiction to settle any dispute or claim that arises out of or inconnection with this lease or its subject matter or formation (including non-contractual disputes or claims).
40. CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
A person who is not a party to this lease shall not have any rights under or inconnection with it by virtue of the Contracts (Rights of Third Parties) Act 1999but this does not affect any right or remedy of a third party which exists, or isavailable, apart from that Act.
35
41. LANDI..ORD AND TENANT (COVENANTS) ACT 1995
This lease creates a new tenancy for the purposes of the Landlord andTenant (Covenants) Act 1995.
42. MISCELLANEOUS
42.1 It Is Hereby Agreed And Declared:-
(1) That nothing herein contained or implied shall prejudice or affect theLandlord’s rights powers duties and obligations in the exercise of itsfunctions as a local planning health or highway authority and the rightspowers duties and obligations of the Landlord under all public and privatestatutes byelaws orders and regulations may be as fully and effectuallyexercised in relation to the Property as if it were not the owner of theProperty and as if this lease had not been executed by the Landlord
(2) That no estate or interest in the surface or soil of any road service area orfootpath adjacent to the Property is or shall be deemed to be included inthe demise herein contained; and
(3) The Landlord shall have the right without the prior consent of the Tenantand without making payment of any compensation to the Tenant to alterthe position or area of vehicular access areas and pedestrian accessareas PROVIDED that in so doing the Landlord will at all times ensurereasonable alternative pedestrian and/or vehicular access (as appropriate)for the Tenant to the Property and shall notify the Tenant in writing prior tothe commencement of any works
PROVIDED always and it is hereby expressly agreed that the Landlord shallnot be in any liable for any loss damage or injury which may at any timehereafter be occasioned to the Property or any part thereof or any building orerection thereon by reason of the removal or withdrawal by the Tenant orassignee of any adjoining or adjacent property now or at any time belongingto the Landlord any lateral or subjacent support to which the Property or anysuch building as aforesaid may be entitled by or from any such adjoining oradjacent land or building.
43. BREAK RIGHTS
43.1 Either the Landlord or the Tenant may end this lease on any Break Date byserving written notice on the other of not less than 18 months expiring on therelevant Break Date.
43.2 The Tenant may end this lease at any time during the Contractual Term byserving written notice on the Landlord of not less than 18 months in the eventof:
(a) a change in national education policy which adversely impacts uponthe Tenant’s use and occupation of the Property; or
(b) a withdrawal in funding (whole or part) by the Education FundingAgency (or other similar relevant funding body or organisation)
36
resulting from Minimum Level performance issues (as defined inthe funding guidance issued by the Education Funding Agency) or asa result of Ofsted grading and accompanied by written evidence fromthe Education Funding Agency of such changes in policy orwithdrawal in funding.
43.3 In the case of a notice served by the Tenant pursuant to clauses 43.1 and43.2 this lease will end only if:
(a) the Tenant has paid in full on or before the relevant Break Date theAnnual Rent which has become due; and
(b) the Tenant returns the Property to the Landlord free from third partyoccupants
unless and to the extent that the Landlord, in its absolute discretion, elects inwriting on or before the relevant Break Date to waive compliance with all orany of these conditions or to allow the Tenant to comply with all or any ofthem after the relevant Break Date.
43.4 When this lease ends it will be without prejudice to any outstanding claimsbetween the Landlord and the Tenant.
43.5 Following the service of notice to terminate this lease by the Tenant pursuantto clause 43.2:
(a) the Landlord and the Tenant will use all reasonable endeavours tocollaborate in good faith and work together to secure another personto take a New Lease following termination of this lease;
(b) the Landlord will use its reasonable endeavours to complete a NewLease with a third party within one year of the date of termination ofthis lease; and
(c) unless a New Lease is granted within a year from the date oftermination of this lease the Tenant shall pay the Default Sum on orbefore the first anniversary of the date of termination of this lease inrespect of the loss suffered by the Landlord as a result of thetermination of this lease prior to the expiry of the Contractual Term.
w. TERMINATION OF LEASE ON TERMINATION OF CONCORDAT
44.1 This Lease will automatically terminate in the event the Concordat terminatesand in the event such termination results or arises from:
(a) the College serving an Authority Termination Notice (as defined in theConcordat) following an Authority Event of Default (as defined in theConcordat) the Tenant shall not be required to pay the Default Sum;or
(b) the Authority serving a Default Termination Notice (as defined in theConcordat) following a College Event of Default (as defined in theConcordat) the Tenant shall pay the Default Sum within one year ofthe date of termination.
37
1.1[ 44.2 For the avoidance of doubt for the purposes of clause 44.1 the parties hereby
agree that any termination arising from a force majeure event (as referred toin the Concordat) will not give rise to an obligation for the Tenant to pay theDefault Sum.
44.3 When this lease ends it will be without prejudice to any outstanding claimsbetween the Landlord and the Tenant.
1This document has been executed as a deed and is delivered and takes effect onthe date stated at the beginning of it.
FF.I
IF
FI
F
LF
38
SCHEDULE 1 - LANDLORD’S FIXTURES & FITTINGS
39
SCHEDULE 2 - TOTAL COSTS
The Total Costs shall be the total expended by the Council on the Works pursuant tothe D&B Contract plus the Rent Interest Rate over a term of 25 years and calculated
as shown in the Payments Spreadsheet with the substitution of the Principal Cost for
the figure in cell D5 and the Rent Interest Rate for the figure in cell D6
The Payments Spreadsheet uses the correct function for calculation of the TotalCosts and is a worked example only insofar as the figures shown in cells D5 and D6have not been confirmed.
40
SCHEDULE 3- RENT CALCULATION
The Annual Rent shall be calculated using the following formula:
AR= ( IQ \ X (‘25)
AR = Annual RentTC = Total CostY = Period between Rent Payment Date and end of Contractual Term expressed as
a decimal25 = means years in Contractual Term
Each bi-yearly instalment of the Annual Rent shall be in the amount equal to theTotal Cost divided by the number of repayment dates
41
I
I SCHEDULE 4- DEFAULT SUM
The Default Sum shall be the Principal Cost minus the Principal Repayments paidprior to the date of payment of the Default Sum calculated in the PaymentsSpreadsheet with the substitution of the Principal Cost for the figure in cell D5 andthe Rent Interest Rate for the figure in cell D6.
The Payments Spreadsheet uses the correct function for calculation of the TotalCosts and is a worked example only insofar as the figures shown in cells C3 and C4
I have not been confirmed. The figure in cell C6 may be subject to change from totime.
[
I
L
142
C
SCHEDULE 5-TENANT’S REPAIR PARTS
Non structural• Internal non-load bearing walls, partitions, moveable partitions, screens
and surface finishes (including but not limited to floor finishes)• Internal finishes and plasterwork (including but not limited to drylining,
plywood panels to external wall and internal facings)• Ceiling finishes and plasterwork (including but not limited to suspended
ceiling, insulation and plasterboard)• Internal doors, ironmongery and internal woodwork joinery (including but
not limited to skirting boards, architraves, door frames and casings)• All floor finishes and coverings (including but not limited to finishings
and covering to staircases and landings, handrails, staircase nosingsand balustrading)
• Window metal guards and room partitions (glazed and unglazed)• Pods, service media supplying pods, pod attachments and structural
members• Internal joinery fixtures (including but not limited to cupboards, shelves,
display boards, fixed benches, worktops and seating).• Fixed and loose equipment and markings internal signs, blinds, curtain
rails/tracks, general seating and moveable seating
Water and drainage• Wire guards, gully and channel grids• Internal water supply services (including but not limited to pumps, pipes,
tanks and their insulation)• Hot mains, tank and boosted cold water supplies (including but not
limited to tanks and cylinders) up to local stopcocks• Sanitary appliances (including but not limited to cisterns, and waste
pipes)• Sinks, taps, mirrors, toilet roll holders, towel rails, coat hooks, grab rails,
waste site pipe traps, and cubicles• Taps, showers, blending valves• Internal foul and storm inspection chambers (including covers) and
drainage systems• Internal grease traps and inspection chambers• Sewage pumps and chambers
Electrical and mechanical• Chiller plant• Fixed ventilating and air conditioning equipment.• Laundry, cooking and washing equipment• Electrical apparatus and stage lighting• Heating apparatus and pipework (including all valves and controls)• Boiler house plant, plant room equipment, including boilers, pumps,
controls, H.W.S. plant, water booster plant, pressurisation equipment
43
• Fire alarms, emergency lighting, workshop safety systems and central
time systems• Heating and heat emitters, including all valves and controls• Lamps, tubes, plugs, lamp shades, diffusers (internal and external
lighting)• Fan convectors, window/wall fans, extractor hoods and filters in home
economic rooms
Miscellaneous• Fire fighting equipment (including but not limited to extinguishers and
fire blankets)• Energy management controls systems (including but not limited to
provision and cost of telephone line/calls between controls and EnergyConservation Team)
44
rSCHEDULE 6- LANDLORD’S REPAIR PARTS
Structural• Foundations• Structural steel framework• External walls and cladding (excluding internal plasterwork and finishes)• Internal load bearing walls (excluding plasterwork and finishes)• Structural floor including ground floor (excluding floor finishes)• Staircase and landing structures including platforms at top of stairs and
masonry brickwork• Floor ducts including duct covers, flue ways and chimneys/flue stacks• Roof structures including weatherproof coverings and integral insulation• Rooflights, skylights/northlights and verandas (including but not limited
to upstands and flashings)• Window frames, casements sashes including curtain walling• External doors and frames (excluding locks, bolts and glass closers)• External plate glass• External bespoke glazing, internal glazing and safety glazing (including
the gasket beads, double, single, laminated and security fastenings)
Water and drainaie• External gullies and grease traps• Gutters, downpipes, gullies and grids• External foul and storm inspection chambers (and their covers) and
drainage systems• Rainwater gutters and downpipes including external soil and vent pipes• Anti-frost works to water carrying apparatus
Electrical and mechanical• Electrical installations running from the meter to local switches• Switchgear, sockets (including building carcass (or hard) wiring) and
fixed permanent electrical apparatus for heating, ventilation and hotwater (including fan convectors)
• Lightening conductors, standby generators and earthing equipment• Gas distribution system to local gas cock• Oil and gas fired space heating and hot water supply equipment• Gas, electricity, water and heating mains• Lifts, hoists, electric door motors and these apparatus’ controls
45
IrI
EXECUTED as a DEED
{ (but not delivered until the date hereof )By Sandwell College )
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EXECUTED as a Deed )(but not delivered until the date hereof) )by THE BOROUGH COUNCIL OF SANDWELL )its Common Seal having been affixed )in the presence of:- )
jIMAGER L.EGM.$natory)
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