CAR LIB1 7239735 1 Issued: Error! Unknown Document Property Name
CAR_LIB1\7239735\1 Issued: 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 Retail Unit within Grizedale Visitor Centre [ ]
Eversheds LLP
1 Callaghan Square
Cardiff
CF10 5BT / Tel 0845 497 9797
Fax 0845 498 7333
Int +44 29 2047 1147
DX 33016 Cardiff
www.eversheds.com
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CONTENTS
Lease Particulars
Clause Page
1 INTERPRETATION 1
1.1 Defined terms 1
1.2 Construction 4
1.3 Particulars 5
1.4 Contracts (Rights of Third Parties) Act 1999 5
1.5 Landlord and Tenant (Covenants) Act 1995 5
2 LETTING, TERM AND TERMINATION 5
2.1 Creation of the Term 5
2.2 Quiet enjoyment 6
2.3 Right of re-entry to end this Lease 6
2.4 Contracting out 6
2.5 Break right 7
2.6 Effect of the Lease coming to an end 7
3 RIGHTS AND RESERVATIONS 7
3.1 Rights granted 7
3.2 Rights reserved 8
3.3 Exercise of rights reserved 10
3.4 ‘Title matters 10
3.5 ‘Title indemnity 10
3.6 Third party rights 10
3.7 Exclusion of implied rights 10
3.8 Creation and loss of easements 10
3.9 Compliance with Landlord’s requirements 11
3.10 Preservation of rights to light and air 11
3.11 Exclusion of liability 11
4 RENTS PAYABLE 11
4.1 Obligation to pay rent 11
4.2 Initial payment of rents 11
4.3 Direct payment of principal rent 11
4.4 Value Added Tax 11
4.5 Interest on late payment 12
5 RENT REVIEW 12
5.1 Basis of review 12
5.2 Rental value 12
5.3 Hypothetical lease 12
5.4 Assumptions 12
5.5 Disregards 13
5.6 Agreement or determination of the revised rent 14
5.7 Agreement or determination before the relevant review date 14
5.8 Payment of rent pending agreement or determination 14
5.9 Payment of rent following agreement or determination 14
5.10 Interest on late payment of revised rent 14
5.11 Rent review memorandum 15
5.12 Restrictions on increases 15
5.13 Time not of the essence 15
6 INSURANCE 15
6.1 Landlord to insure 15
6.2 Insured risks and level of cover 15
6.3 Policy exclusions and excesses 16
6.4 Provision of information 16
6.5 Insurance rent 16
6.6 Reinstatement 16
6.7 Means of reinstatement 17
6.8 Reinstatement of tenant’s alterations 17
6.9 ‘Termination following damage to or destruction of the Premises 17
6.10 Ownership of insurance proceeds if reinstatement impossible 17
6.11 Suspension of rent 17
6.12 Tenant’s insurance obligations 17
6.13 References to ‘fit for occupation and use’ 18
7 COSTS AND OUTGOINGS 18
7.1 Payment of outgoings 18
7.2 (Utilities provided by the Landlord 18
7.3 Common facilities 18
7.4 Business rates indemnity 19
7.5 Landlord’s costs 19
7.6 Tenant’s indemnity 19
8 REPAIRS, MAINTENANCE AND ALTERATIONS 20
8.1 Upkeep of the Premises 20
8.2 Upkeep following Insured Damage 20
8.3 Compliance with notices to repair 20
8.4 Landlord’s right to enter and repair 20
8.5 Defective Premises Act 1972 20
8.6 Restriction on alterations 20
8.7 Non-structural alterations 21
8/8 Standard of works 21
8.9 Colour schemes on redecoration 21
8.10 Removal of unauthorised alterations 21
8.11 Reinstatement of alterations 21
9 USE OF THE PREMISES 21
9.6 Prohibited uses 22
9.7 Restrictions on use 22
9.9 Management regulations 23
9.10 Lawful use 23
10 ASSIGNMENT, UNDERLETTING AND CHARGING 23
10.1 Restrictions on alienation 23
10.2 Right to assign whole 23
10.3 Pre-conditions to assignment 23
10.4 Circumstances where assignment is prohibited 24
10.5 Restrictions on charges 25
10.6 Notification of dispositions 25
10.7 Notification of rights of occupation 25
11 LEGISLATION AND PLANNING 25
11.1 Compliance with legislation 25
11.2 Fire precautions 25
11.3 Notices 26
11.4 Planning applications 26
11.5 Completion of works 26
11.6 Planning agreements 26
12 ENVIRONMENTAL LAW 26
12.1 Compliance with environmental law 26
12.2 Compliance with notices 26
12.3 Prevention of contamination 27
12.4 ‘Environmental surveys 27
12.5 Provision of an EPC 27
12.6 Obtaining an EPC for the Premises 27
12.7 Production of EPCs 27
12.8 Duty to co-operate 27
13 END OF THE TERM 27
13.1 Return of the Premises 27
13.2 Tenant’s goods left in the Premises 28
13.3 Exclusion of right to compensation 28
13.4 Return of the Lease 28
14 (TENANT’S GUARANTOR 28
15 GUARANTORS 28
15.1 Terms of the guarantee 28
15.2 Obligations of the guarantor 28
15.3 Right to direct claim against the guarantor 28
15.4 No right of set-off 29
15.5 Continuation of the guarantee 29
15.6 New lease following disclaimer 29
15.7 (Contracting out for the new lease 29
16 SERVICES 29
16.1 Provision of services 29
16.2 Employment of agents and contractors 30
16.3 Limitation of liability 30
16.4 Minimising interruptions to services 30
17 DETERMINATION OF DISPUTES 30
17.1 Appointment of independent person 30
17.3 Provisions applying to arbitrators 30
17.4 Responsibility for costs 30
17.5 Date of the determination or award 31
18 ENFORCEMENT 31
18.1 Applicable law 31
18.2 Service of notices 31
18.3 Jurisdiction 31
18.4 (Address for service 31
19 EXECUTION 31
Schedules
1 Additional Service Costs 32
2 Turnover Rent 33
Error! Reference source not found. Trade Licences 38
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PARTICULARS
PART 1: LAND REGISTRY PARTICULARS
LR1. / Date of leaseLR2. / Title number(s)
LR2.1 / Landlord's title number(s) / CU218092
LR2.2 / Other title numbers / None
LR3. / Parties to this lease
Landlord / The Secretary of State for Environment Food and Rural Affairs of Whitehall Place West London c/o Forestry Commission 620 Bristol Business Park Coldharbour Lane Bristol BS16 1EJ.
Tenant
"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 Retail Unit within Grizedale Visitor Centre Cumbria 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;
(iii) all internal surfaces of the walls , ceilings and floor slabs;
(iv) the whole of any non-structural or non-load bearing walls and columns wholly within the premises;
(v) the inner half, severed vertically, of any non-structural or non-load bearing walls and columns dividing the premises from any other parts of the Building;and
(vi) all windows and doors and the glass within them;but
(b) excluding:
(i) the foundation, structure, loadbearing walls, beams and columns, ceiling and floor slabs and the roof of the Building;
(ii) the window frames and door frames;
(iii) any landlord’s fixtures and conduits serving both those premises and other parts of the Building;and
(iv) the airspace between the ceiling slabs and the suspended ceilings and the floor slab and the raised floors.
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 / The date of this Lease] (referred to in this Lease as “the Term Commencement Date”)
To and including [ ].
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]
OR
The Tenant is more than one person. They are to hold the Property on trust for themselves as joint tenants.
OR
The Tenant is more than one person. They are to hold the Property on trust for themselves as tenants in common in equal shares.
OR
The Tenant is more than one person. They are to hold the Property on trust [COMPLETE AS REQUIRED]
PART 2: OTHER PARTICULARS
Authorised Use / The use of the Premises as a retail outlet for the sale of outdoor accessories and gift shop or other such use as the Landlord may consent to, such consent to be at the Landlord’s absolute discretionBreak Date / The [ ] anniversary of the term Commencement Date or any date thereafter.
Building / The Landlord’s building known as Grizedale Visitor Centre Cumbria 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.
“Landlord’s EPC”
Principal Rent / £ [ ] ([ ] 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.
Review Dates / The [ ] anniversary of the Term Commencement Date and any additional review date nominated by the Landlord in accordance with clause5.12.
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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
1. INTERPRETATION
1.1 Defined terms
In this Lease, the following words and expressions have the following meanings:
“Accounting Date” / 31 March in each year of the Term.“Accounting 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 Date which is more than three months after that date;
(b) In respect of the final Accounting Period means the period from but not including the last Accounting Date before the end of the Term to and including the date on which the Term ends.
“Access Road” / Means the track or road that part of the Landlord’s on adjoining land shown coloured [blue] on the Plan.
“Additional Service Costs” / the service costs set out in Schedule1
“Communal Areas” / the means of pedestrian and vehicular access and circulation within the Building and the toilets, porch 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 Building
“Common Parts” / those parts of the Building 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 Building
“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
“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
“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” / subject to clause6.8, damage to or destruction of the whole or any part of the Building 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 clause6.1 or 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
“Opening Hours” / [Between 31 March and 31 October – 10.00 a.m. to 5.00 p.m. daily and between 10.00 a.m. and 4.30 p.m. at all other times on each day of the Term (excluding Christmas Day and Boxing Day)]
“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 Building:
(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
“Premises Licence” / Any licence required under the Licensing Act 2003 for the use of the Premises for the Authorised Use.
“Rents” / the rents reserved and payable under clause4.1
“Services” / the services set out in clause16.1
“Term” / the Contractual Term
“Trade Licences” / Any licence certificates permits undertakings or other consents or permissions required under any legislation relating to the Authorised Use including the Premises Licence, Justices Licences for the sale of alcohol
“Turnover Percentage” / [ ]
“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 includes:
(a) all VAT and other tax returns and records;
(b) bank records and statements;
(c) sales ledgers
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
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
1.2 Construction