CAR_LIB1\12115421\2Issued: Error! Unknown document property name.
Dated: 2016(1)The Secretary of State for Environment Food and Rural Affairs
(2)[NAME OF TENANT]
(3)[NAME OF TENANT'S GUARANTOR]
Lease
relating to premises known as The Glade, Rosliston Forestry Centre, Rosliston, Derbyshire
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16 June 2016
CONTENTS
Lease Particulars
ClausePage
1INTERPRETATION
1.1...... Defined terms
1.2...... Construction
1.3...... Particulars
1.4...... Contracts (Rights of Third Parties) Act 1999
1.5...... Landlord and Tenant (Covenants) Act 1995
2LETTING, TERM AND TERMINATION
2.1...... Creation of the Term
2.2...... Quiet enjoyment
2.3...... Right of re-entry to end this Lease
2.4...... ‘Contracting out
2.5...... ‘Break right
2.6...... Effect of the Lease coming to an end
3RIGHTS AND RESERVATIONS
3.1...... Rights granted
3.2...... Rights reserved
3.3...... Exercise of rights reserved
3.4...... ‘Title matters
3.5...... ‘Title indemnity
3.6...... Third party rights
3.7...... Exclusion of implied rights
3.8...... Creation and loss of easements
3.9...... Compliance with Landlord’s requirements
3.10...... Preservation of rights to light and air
3.11...... Exclusion of liability
4RENTS PAYABLE
4.1...... Obligation to pay rent
4.2...... Initial payment of rents
4.3...... Direct payment of principal rent
4.4...... Value Added Tax
4.5...... Interest on late payment
5RENT REVIEW
5.1...... Basis of review
5.2...... Rental value
5.3...... Hypothetical lease
5.4...... Assumptions
5.5...... Disregards
5.6...... Agreement or determination of the revised rent
5.7...... Agreement or determination before the relevant review date
5.8...... Payment of rent pending agreement or determination
5.9...... Payment of rent following agreement or determination
5.10...... Interest on late payment of revised rent
5.11...... Rent review memorandum
5.12...... Restrictions on increases
5.13...... Time not of the essence
6INSURANCE
6.1...... Landlord to insure
6.2...... Insured risks and level of cover
6.3...... Policy exclusions and excesses
6.4...... Provision of information
6.5...... Insurance rent
6.6...... Reinstatement
6.7...... Means of reinstatement
6.8...... Reinstatement of tenant’s alterations
6.9...... ‘Termination following damage to or destruction of the Premises
6.10...... Ownership of insurance proceeds if reinstatement impossible
6.11...... Suspension of rent
6.12...... Tenant’s insurance obligations
6.13...... (Uninsured risks
6.14...... References to ‘fit for occupation and use’
7COSTS AND OUTGOINGS
7.1...... Payment of outgoings
7.2...... (Utilities provided by the Landlord
7.3...... Common facilities
7.4...... Business rates indemnity
7.5...... Landlord’s costs
7.6...... Tenant’s indemnity
8REPAIRS, MAINTENANCE AND ALTERATIONS
8.1...... Upkeep of the Premises
8.2...... Upkeep following Insured Damage
8.3...... Compliance with notices to repair
8.4...... Landlord’s right to enter and repair
8.5...... Defective Premises Act 1972
8.6...... Restriction on alterations
8.7...... Non-structural alterations
8.8...... ‘Partitioning
8.9...... Standard of works
8.10...... Colour schemes on redecoration
8.11...... Removal of unauthorised alterations
8.12...... Reinstatement of alterations
9USE OF THE PREMISES
9.1...... Authorised use
9.2...... Prohibited uses
9.3...... Restrictions on use
9.4...... Management regulations
9.5...... Lawful use
10...... ASSIGNMENT, UNDERLETTING AND CHARGING
10.1...... Restrictions on alienation
10.2...... Right to assign whole
10.3...... Pre-conditions to assignment
10.4...... Circumstances where assignment is prohibited
10.5...... ‘Right to underlet
10.6...... ‘Direct covenants on underletting
10.7...... ‘Terms of an underlease
10.8...... ‘Additional terms for underlettings of part
10.9...... ‘Contracting out the underlease
10.10...... ‘Restrictions on further underleases
10.11...... ‘Restriction on occupation
10.12...... (Obligations in relation to underleases
10.13...... ‘Right to share occupation
10.14...... Restrictions on charges
10.15...... Notification of dispositions
10.16...... Notification of rights of occupation
11...... LEGISLATION AND PLANNING
11.1...... Compliance with legislation
11.2...... Fire precautions
11.3...... Notices
11.4...... Planning applications
11.5...... Completion of works
11.6...... Planning agreements
12...... ENVIRONMENTAL LAW
12.1...... Compliance with environmental law
12.2...... Compliance with notices
12.3...... Prevention of contamination
12.4...... ‘Environmental surveys
12.5...... Provision of an EPC
12.6...... Obtaining an EPC for the Premises
12.7...... Production of EPCs
12.8...... Duty to co-operate
13...... END OF THE TERM
13.1...... Return of the Premises
13.2...... Tenant’s goods left in the Premises
13.3...... Exclusion of right to compensation
13.4...... Return of the Lease
14...... (TENANT’S GUARANTOR
15...... GUARANTORS
15.1...... Terms of the guarantee
15.2...... Obligations of the guarantor
15.3...... Right to direct claim against the guarantor
15.4...... No right of set-off
15.5...... Continuation of the guarantee
15.6...... New lease following disclaimer
15.7...... (Contracting out for the new lease
16...... SERVICES
16.1...... Provision of services
16.2...... Employment of agents and contractors
16.3...... Limitation of liability
16.4...... Minimising interruptions to services
17...... SERVICE CHARGE
17.1...... Service charge rent
17.2...... Advance payments
17.3...... Service charge statement and balancing payment
17.4...... Changes to the service charge year
17.5...... Permitted adjustments to the costs of services
17.6...... Service charge management costs
17.7...... Exclusions from the service costs
17.8...... Right to vary the provision of services
17.9...... Level of service costs
17.10...... Apportionment of service costs
17.11...... Sinking fund
17.12...... Carbon Costs
18...... DETERMINATION OF DISPUTES
18.1...... Appointment of independent person
18.2...... Provisions applying to experts
18.3...... Provisions applying to arbitrators
18.4...... Responsibility for costs
18.5...... Date of the determination or award
19...... ENFORCEMENT
19.1...... Applicable law
19.2...... Service of notices
19.3...... Jurisdiction
19.4...... (Address for service
20...... EXECUTION
Schedules
1Additional Service Costs
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PARTICULARS
PART 1: LAND REGISTRY PARTICULARS
LR1. / Date of lease / 2016LR2. / Title number(s)
LR2.1 / Landlord's title number(s) / [None] [TITLE NUMBERS]
LR2.2 / Other title numbers / [None] [TITLE NUMBERS]
LR3. / Parties to this lease
Landlord / The Secretary of State for Environment Food and Rural Affairs care of Forestry Commission, 620 Bristol Business Park, Coldharbour Lane, Bristol, BS16 1EJ
Tenant / [NAME OF TENANT] [(registered number [COMPANY NUMBER]) whose registered office is at][of] [ADDRESS].
Tenant’s Guarantor / [NAME OF GUARANTOR] [(registered number [COMPANY NUMBER]) whose registered office is at][of] [ADDRESS].
LR4 / Property / In the case of a conflict between this clause and the remainder of this lease then, for the purposes of registration, this clause shall prevail.
The premises (referred to in this Lease as “the Premises”) known as land [and buildings] at The Glade, Rosliston Forestry Centre, Rosliston, Derbyshire shown edged red on the Plan
(a)including:
(i)all alterations, improvements and additions made to those premises during the Term;
(ii)landlord’s fixtures and conduits serving only those premises at any time during the Term;
LR5. / Prescribed statements etc
LR5.1 / Statements prescribed under rules 179 (dispositions in favour of a charity), 180 (dispositions by a charity) or 196 (leases under the Leasehold Reform, Housing and Urban Development Act 1993) of the Land Registration Rules 2003 / Not applicable.
LR5.2 / This lease is made under, or by reference to, provisions of: / Not applicable.
LR6. / Term for which the Property is leased / From and including 1 April 2018 (referred to in this Lease as “the Term Commencement Date”)
To and including 31 March 2025
IN ALL CASES
(This term is referred to in this Lease as “the Contractual Term”)
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 reversion or 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
LR10. / Restrictive covenants given in this lease by the Landlord in respect of land other than the Property / None
LR11. / Easements
LR11.1 / Easements granted by this lease for the benefit of the Property / The rights specified in clause 3.1.
LR11.2 / Easements granted or reserved by this lease over the Property for the benefit of other property / The rights specified in clause 3.2.
LR12. / Estate rentcharge burdening the Property / None.
LR13. / Application for standard form of restriction / None
LR14. / Declaration of trust where there is more than one person comprising the Tenant / Not applicable
PART 2: OTHER PARTICULARS
Authorised Use / The use of the Premises as a venue for weddings, civil ceremonies, festival-style celebrations, parties or other such use as the Landlord may at his absolute discretion consent to.Base Index Value / the Index figure published for the calendar month preceding the Term Commencement Date
Buildings / The Landlord’s buildings known as storage area, marquee and toilets[shown for identification edged blue on the attached plan [numbered [NUMBER]]] and includes all alterations, additions and improvements to it during the Term and all landlord’s fixtures forming part of the building at any time during the Term.
Index / the “All Items” index figure of the Index of Retail Prices published by the Office for National Statistics or any successor ministry or department of government
Gross Turnover / has the meaning applied to it in Schedule 1 para 2
[Landlord’s EPC” / An EPC for the Buildings prepared by [NAME OF ASSESSOR] dated [DATE OF EPC] (reference number [REFERENCE NO. FOR EPC]]
Principal Rent / £[AMOUNT IN FIGURES] ([AMOUNT IN WORDS] pounds) per annum [subject to review in accordance with clause5].
Quarter Days / 25 March, 24 June, 29 September and 25December in each year
Rent Commencement Date / The Term Commencement Date
Relevant Percentage / the percentage, calculated using the formula:
[100x (A-B) ÷B]
where:
A is the Review Index Value
B is the Review Base Value
Review Base Value / on the first Review Date, the Base Index Value and, on each subsequent Review Date, the Review Index Value for the previous Review Date
Review Index Value / the Index figure published for the calendar month preceding the relevant Review Date
Revised Index / such alternative index or comparable measure of price inflation as the Landlord reasonably requires or, at the Landlord’s option, such adjustments to the Base Index Value, the Review Base Value or the Review or the Review Index Value as the landlord reasonably requires to take account of any change in the base figure used to calculate the Index.
Review Dates / Each of the third and sixth anniversaries of the Term Commencement Date and any additional review date nominated by the Landlord in accordance with clause5.12.
[Service Charge Proportion / [PERCENTAGE]%.]
[Service Charge Year / Each period of 12 months ending on [DATE] subject to the provisions of clause17.4.]
Turnover Percentage / [ ]% of Gross Turnover
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THIS LEASE is made on the date set out in clause LR1 of the Land Registry Particulars
BETWEEN
(1)the Landlord;[and]
(2)the Tenant[;and
(3)the Tenant’s Guarantor].
OPERATIVE PROVISIONS
- INTERPRETATION
- Defined terms
In this Lease, the following words and expressions have the following meanings:
Accounting Date / means 31 March in each year of the TermAccounting Period / each period of twelve months ending on and including an Accounting Date but:
(a) in respect of the first Accounting Period means the period from and including the Rent Commencement Date to and including the first Accounting Period which is more than three months after that date; and
(b) in respect of the final Accounting Period means the period from but not including the last Accounting Period before the end of the Term to and including the date on which the Term ends.
Access Road / that part of the Landlord’s Retained Land designated by the Landlord shown coloured brown on the Plan
[“Additional Service Costs” / the service costs set out in Schedule1]
“Carbon Costs” / the aggregate of:
(a)any anticipated or actualcosts or charges of whatever nature, but not the cost of the underlying energy, payable by a Carbon Costs Participant under all or any Carbon Schemes includingthe cost of carbon allowances and other costs or charges arising out of the CRC Scheme;
(b)the reasonable and proper management costs of a Carbon Costs Participant relating tothe implementation, participation in and operation of any Carbon Schemes, including the costs incurred in relation to the sale, purchase and surrender of allowances arising out of the CRC Scheme; and
(c)the fees of any consultants engaged by aCarbon Costs Participant to advise on energy use strategy and related matters
“Carbon Costs Participant” / the Landlord and, if relevant, any group company of the Landlord who has registered under any Carbon Scheme as the person responsible for, among others, the Landlord
“Carbon Schemes” / any schemes relating to energy consumption and greenhouse gas emissions[, the reduction of any other chemicals in the atmosphere and the amelioration of any other effects of energy consumption upon the environment] of or attributed to aCarbon Costs Participant
“Communal Areas” / the means of pedestrian [and vehicular access] and circulation within the Buildings and the [toilets, servicing areas and refuse disposal areas and] other common circulation areas within the Building designated or provided by the Landlord during the Term for the common use and enjoyment of the tenants and other occupiers of or visitors to the Buildings
“Common Parts” / those parts of the Buildings which are not let to tenants or designed to be let to tenants and includes the Communal Areas and the foundation, structure, loadbearing walls, beams and columns, ceiling and floor slabs and the roof of the Buildings
“Contracted-out Tenancy” / a tenancy:
(a)that contains an agreement between the landlord and the tenant excluding the operation of sections 24 to 28 Landlord and Tenant Act 1954 in relation to it; and
(b)in respect of which the landlord and the tenant have taken all steps required under PartII of the Landlord and Tenant Act 1954 and The Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 before the grant of the tenancy or, if earlier, the exchange of any contract to grant the tenancy, to ensure that the agreement referred to in paragraph (a) is not void
“CRC Scheme” / the carbon trading scheme established by the CRC Energy Efficiency Scheme Order 2010 together with any other Carbon Scheme that replaces or supplements it
“Environmental Law” / all statutes, regulations and subordinate legislation, European laws, treaties and common law which at any time relate to the pollution or protection of the environment or harm to or the protection of human health and safety or the health of animals and plants
“EPC” / an energy performance certificate and recommendation report, as defined in the Energy Performance of Buildings (Certificates and Inspections) (England and Wales) Regulations 2007
Gross Turnover / has the meaning applied to it at Schedule 1 paragraph 2
“Hazardous Material” / any substance, whether in solid, liquid or gaseous form, which is capable of causing harm to human health or to the environment whether on its own or in combination with any other substance
“Insured Damage” / damage to or destruction of the whole or any part of the Premises by any of the Insured Risks which does not fall within a Policy Exclusion and in respect of which the Landlord is otherwise entitled to receive payment under the insurance policy or policies maintained under clause6.1or would be so entitled but for any default by the Landlord under this Lease
“Insured Risks” / the risks set out in clause6.2.1
“Interest Rate” / the base lending rate from time to time of Barclays Bank PLC or such other clearing bank nominated by the Landlord at any time or, if the clearing banks cease at any time to publish a base lending rate, such comparable rate of interest as the Landlord may reasonably determine
Licensing Authorities / all of any of the person or bodies and authorities competent to grant all of any of the Licences
Licence / any licence required under the Licensing Act 2003 for the use of the Premises for the Authorised Use.
Plan / means the plan attached to this Lease and numbered [ ]
“Policy Exclusions” / any of the following so far as they form part of the Landlord’s policy or policies of insurance maintained in respect of the Premises:
(a)the non-availability of insurance against one or more of the Insured Risks through reputable and substantial insurers at normal commercial rates;
(b)any conditions, excess, exclusion and limitation clauses which may be imposed;and
(c)any exclusions for damage caused by acts of terrorism
“Rents” / the rents reserved and payable under clause4.1
[“Service Charge Statement” / the statement to be provided by the Landlord to the Tenant in accordance with clause17.3]
[“Service Costs” / the proper and reasonable expenditure incurred by the Landlord in providing the Services and any proper and reasonable Additional Service Costs]
[“Services” / the services set out in clause16.1]
“Term” / the Contractual Term
Trade Licences / any licences certificates permits undertakings or other consents or permissions required under any legislation relating to the Authorised Use including the Licences, Justice’s Licences for the sale and consumption of alcohol, licences for weddings and civil ceremonies, public entertainment licences, music licences whether or not any of them are in force or required at the date of this lease.
Turnover Records / all accounts and other written or computer records or documents which are, or in the reasonable opinion of the Landlord ought to be, maintained for the purpose of recording and verifying the Gross Turnover and include:
(a) all VAT and other tax returns and records;
(b) bank records and statements;
(c) sales ledgers; and
(d) information recorded by tills (including for case credit or direct debit sales) used on the Premises.
Turnover Rent / A x b
where
A = the Turnover Percentage; and
B = the Gross Turnover
“Waste” / any discarded, unwanted or surplus substance irrespective of whether it is capable of being recycled or recovered or has any value
1.2Construction
In this Lease:
1.2.1unless otherwise indicated, references to clauses and Schedules are to clauses of and Schedules to this Lease;
1.2.2except in relation to the Town and Country Planning (Use Classes) Order 1987, references to any statute or other legislation include references to any subsequent statute or legislation directly or indirectly amending, consolidating, extending, replacing or reenacting that statute or legislation and to all orders, by-laws, directions and notices made or served under them;
1.2.3references to the Landlord, the Tenant or any Guarantor include their respective successors in title and, in the case of individuals, include their personal representatives;
1.2.4the Landlord’s obligations in this Lease do not bind the Landlord named in the Particulars after it has disposed of its interest in the Premises and it will not be liable for any breach of the Landlord’s obligations in this Lease arising after the date of that disposal;
1.2.5references to the Premises, the Building, the Common Parts and the Communal Areas and Access Road include any part of them unless specific reference is made to the whole of them;
1.2.6references to adjoining premises include any premises adjoining or near to the Buildings and references to adjoining premises owned by the Landlord include any adjoining premises owned by the Landlord at any time during the Term;
1.2.7references to this Lease include any deed or document which is supplemental to, varies or is ancillary to this Lease from time to time;
1.2.8references to the end of the Term include the determination of the Term before the end of the Contractual Term;