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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 / Tel0845 497 9797
Fax0845 498 7333
Int+44 29 2047 1147
DX33016 Cardiff
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CONTENTS
Lease Particulars
ClausePage
1...... INTERPRETATION
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
2...... LETTING, 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
3...... RIGHTS 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
4...... RENTS 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
5...... RENT 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
6...... INSURANCE
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
6.13References to ‘fit for occupation and use’
7...... COSTS 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
8...... REPAIRS, 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
8/8Standard of works
8.9Colour schemes on redecoration
8.10Removal of unauthorised alterations
8.11Reinstatement of alterations
9...... USE OF THE PREMISES
9.6Prohibited uses
9.7Restrictions on use
9.9Management regulations
9.10Lawful 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
10.5Restrictions on charges
10.6Notification of dispositions
10.7Notification 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...... DETERMINATION OF DISPUTES
17.1...... Appointment of independent person
17.3...... Provisions applying to arbitrators
17.4...... Responsibility for costs
17.5...... Date of the determination or award
18...... ENFORCEMENT
18.1...... Applicable law
18.2...... Service of notices
18.3...... Jurisdiction
18.4...... (Address for service
19...... EXECUTION
Schedules
1...... Additional Service Costs
2...... Turnover Rent
Error! Reference source not found.Trade Licences
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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
- INTERPRETATION
- 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 clause6.1or 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
“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
1.2Construction
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 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 Building 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;
1.2.9“including” means “including, without limitation”;
1.2.10“indemnify” means to indemnify against all actions, claims, demands and proceedings taken or made against the Landlord and all costs, damages, expenses, liabilities and losses incurred by the Landlord;
1.2.11references to the Tenant include, and the Tenant’s covenants bind, any undertenant or other person in occupation of the Premises or deriving title under the Landlord, their successors in title, and any other person under the Tenant’s or their control including employees, agents, workmen and invitees;
1.2.12references to the consent or approval of the Landlord include references to the consent or approval of any mortgagee or superior landlord of the landlord but without implying any obligation on their part that they will not unreasonably withhold their consent or approval;
1.2.13any covenant by the Tenant not to do any act or thing includes a covenant not to permit or allow the doing of that act or thing;
1.2.14where the consent of the Landlord is required for any assignment, underletting, change of use or alterations, that consent may be given only by the completion of a licence executed as a deed containing the terms of the consent agreed between the parties unless the Landlord elects in writing to waive this requirement;
1.2.15where two or more people form a party to this Lease, the obligations they undertake may be enforced against them all jointly or against each of them individually;and
1.2.16if any provision is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remainder of this Lease is to be unaffected.
1.3Particulars
The Particulars form part of this Lease and words and expressions set out in the Particulars are to be treated as defined terms in this Lease.
1.4Contracts (Rights of Third Parties) Act 1999
The parties to this Lease do not intend that any of its terms will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
1.5Landlord and Tenant (Covenants) Act 1995
This Lease is a “new tenancy” for the purposes of section 1 Landlord and Tenant (Covenants) Act 1995.
- LETTING, TERM AND TERMINATION
- Creation of the Term
The Landlord lets the Premises to the Tenant for the Contractual Term reserving the Rents.
2.2Quiet enjoyment
The Tenant may quietly enjoy the Premises throughout the Term without any interruption by the Landlord or anyone lawfully claiming under or in trust for the Landlord.
2.3Right of re-entry to end this Lease
The Landlord may enter onto the whole or any part of the Premises and by so doing end this Lease if:
2.3.1the whole or any part of the Rents or any other sums due under this Lease remain unpaid more than fourteen days after the due date for payment, whether or not formally demanded;