COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows — (a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement; (b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises; (c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements; (d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws made thereunder and for the time being in force relating to the leased premises;
Appears in 8 contracts
Samples: Morley Shopping Centre Redevelopment Agreement Act 1992, Morley Shopping Centre Redevelopment Agreement Act 1992, Morley Shopping Centre Redevelopment Agreement
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by‑law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by‑laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by‑law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub‑let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Xxxxxx Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Xxxxxx Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Xxxxxx Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Xxxxxx Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Xxxxxx Shopping Centre; and
(B) the Xxxxxx Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Xxxxxx Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Xxxxxx Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Xxxxxx Markets; and where, following the construction of new buildings or other improvements, Xxxxxx Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
Appears in 2 contracts
Samples: Morley Shopping Centre Redevelopment Agreement, Morley Shopping Centre Redevelopment Agreement
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws by-laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by-law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by-laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by-law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub-let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Xxxxxx Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Xxxxxx Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Morley Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Xxxxxx Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Xxxxxx Shopping Centre; and
(B) the Xxxxxx Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Morley Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Xxxxxx Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Xxxxxx Markets; and where, following the construction of new buildings or other improvements, Xxxxxx Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
Appears in 2 contracts
Samples: Morley Shopping Centre Redevelopment Agreement, Morley Shopping Centre Redevelopment Agreement
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws by-laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by-law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by-laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by-law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub-let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Morley Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Morley Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Morley Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Morley Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Xxxxxx Shopping Centre; and
(B) the Morley Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Morley Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Morley Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Morley Markets; and where, following the construction of new buildings or other improvements, Morley Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
Appears in 1 contract
Samples: Morley Shopping Centre Redevelopment Agreement Act 1992
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws by-laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by-law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by-laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by-law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub-let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Xxxxxx Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Xxxxxx Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Xxxxxx Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Xxxxxx Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Xxxxxx Shopping Centre; and
(B) the Xxxxxx Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Xxxxxx Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Xxxxxx Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Xxxxxx Markets; and where, following the construction of new buildings or other improvements, Xxxxxx Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
Appears in 1 contract
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws by-laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by-law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by-laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by-law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub-let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Morley Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Xxxxxx Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Morley Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Morley Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Xxxxxx Shopping Centre; and
(B) the Morley Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Morley Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Morley Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Morley Markets; and where, following the construction of new buildings or other improvements, Morley Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
Appears in 1 contract
Samples: Morley Shopping Centre Redevelopment Agreement Act 1992
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by‑law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by‑laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by‑law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub‑let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Xxxxxx Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Xxxxxx Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Morley Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Xxxxxx Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Xxxxxx Shopping Centre; and
(B) the Xxxxxx Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Morley Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Xxxxxx Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Xxxxxx Markets; and where, following the construction of new buildings or other improvements, Xxxxxx Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
Appears in 1 contract
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws by-laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by-law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by-laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by-law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub-let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Morley Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Morley Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Morley Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Morley Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Morley Shopping Centre; and
(B) the Morley Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Morley Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Morley Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Morley Markets; and where, following the construction of new buildings or other improvements, Morley Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
Appears in 1 contract
Samples: Morley Shopping Centre Redevelopment Agreement Act 1992
COVENANTS BY LESSEE. The Lessee covenants and agrees with Us, Our Heirs and Successors and with the Minister for Lands as follows —
(a) to pay the rent reserved by this lease in the manner specified in this lease without deduction or abatement;
(b) to duly and punctually pay all present and future rates taxes charges assessments impositions and outgoings which are now or during the Term are payable in respect of or charged upon the leased premises or imposed upon the owner occupier or tenant of the leased premises;
(c) to keep and maintain the leased premises and all buildings structures erections fixtures plant equipment and all improvements whatsoever now or at any time during the Term on the leased premises in good repair and proper working order (fair wear and tear excepted) and to yield up the same in such state of repair and condition to the Minister for Lands at the expiration or sooner determination of this lease and the Lessee agrees that on the expiration of the Term or the sooner determination of the Term all buildings structures or improvements whatsoever then erected on or affixed to the leased premises shall become and remain the absolute property of the Minister for Lands without compensation to the Lessee and the Lessee shall not have any tenant’s rights to those buildings structures or improvements;
(d) to duly and punctually perform observe comply with carry out and conform to the provisions of all statutes for the time being in force and of all rules regulations and by‑laws made thereunder and for the time being in force relating to the leased premises;
(e) not to do or leave undone or cause or permit or suffer to be done or left undone in or upon the leased premises or any part of the leased premises any act or thing which may be or become a nuisance damage annoyance or inconvenience to the Minister for Lands or to the occupiers of any of the adjoining or neighbouring land;
(f) to perform discharge and execute all requisitions and works and do and perform all such acts and things upon to in respect of or affecting the leased premises or any part of the leased premises or the operations carried out on the leased premises as are or may be required or directed to be executed or done by the City and by any other Local or Public Authority or by order or in pursuance of any statute (State or Federal) now or hereafter in force or by order or in pursuance of any by‑law or regulation under any such statute;
(g) not to do or leave undone or suffer to be done or left unpaid any act matter or thing whereby a nuisance or anything in the nature of or which may be lawfully deemed to be a nuisance by the City or any Local or Public Authority within the meaning of any statute (State or Federal) now or hereafter in force or any regulations or by‑laws made thereunder may exist arise or continue upon or in connection with the leased premises or any business carried on upon the leased premises or the use or occupancy of the leased premises AND to forthwith xxxxx any such nuisance or alleged nuisance and carry out and comply with all the provisions of every such statute or by‑law and of every requisition and order of any local or other public authority in reference to such nuisance or alleged nuisance;
(h) to pay to the Minister for Lands or as directed by it on demand all sums of money which that Minister may at any time and from time to time after notice to the Lessee pay or expend or be called upon to repay in or about or in connection with performing discharging or executing any requisitions or works or abating any nuisance or alleged nuisance referred to in the immediately proceeding paragraphs (f) and (g) and which contrary to the agreements therein contained the Lessee neglects or fails to perform discharge or execute;
(i) to permit the Minister for Lands by agents servants and workmen with or without appliances and equipment at all times to enter into and upon the leased premises to inspect the leased premises for the purpose of ensuring that the Lessee is observing performing and complying with the covenants conditions and obligations of this lease and the Lessee shall forthwith execute all the works (including maintenance and the removal of any obstructions) required to be done by written notice by the Minister PROVIDED THAT if the Lessee does not within one month after service of such notice commence and diligently proceed with the execution of those works mentioned in such notice (including where necessary and with the prior consent of the Minister the undertaking by and at the expense in all things of the Lessee of any preliminary research investigations and studies relating to such works) it shall be lawful for the Minister by its contractors servants workmen and agents to enter upon the leased premises and execute such works and the cost thereof shall be a debt due from the Lessee and be forthwith recoverable by action;
(j) to comply forthwith with any requirement in connection with the protection of the environment arising out of or incidental to the operations of the Lessee hereunder that may be made by or under any Act from time to time in force;
(k) to indemnify and keep indemnified all Ministers of the Crown and the Crown and all instrumentalities of the Crown and all officers employees agents and contractors of such Ministers of the Crown and its instrumentalities and the employees of such agents and contractors from and against all actions claims costs proceedings suits and demands whatsoever (whether arising founded on or based in contract tort or statute or otherwise howsoever or any combination of them) which may at any time be brought maintained or made against all or anyone or more of them
(i) in respect of any loss (including loss of use) injury or damage of or to any nature or kind of property; and
(ii) in respect of any death or injury sustained by any person including without limiting the generality of the foregoing an officer employee agent or contractor of any Minister of the Crown or an employee of such agent or contractor, directly or indirectly during the Term or any extension of the Term caused by arising out of or in connection with —
(iii) the use or occupation of the leased premises by the Lessee; or
(iv) any work carried out by or on behalf of the Lessee pursuant to this lease; or
(v) the Lessee’s activities and operations business or otherwise whatsoever under this lease; or
(vi) the pollution by oil or any other liquid garbage material refuse substance waste matter or thing of any class kind or description whatsoever of the leased premises or the land adjacent to the leased premises and of the air generally above the leased premises; or
(vii) any default by the Lessee in the due and punctual performance, observance and compliance with any of its covenants agreements conditions or obligations contained in this lease, PROVIDED ALWAYS that this indemnity shall not apply if and to the extent that any such matter event or thing has been caused or contributed to by any Minister of the Crown, the Crown or any instrumentality of the Crown or any officer servant xxxxxxx agent or contractor of such Minister of the Crown, the Crown or its instrumentalities or the employees of any such agents or contractors;
(l) to yield up the leased premises at the expiration or sooner termination of this lease in such state of repair and condition as is consistent with the proper performance by the Lessee of the covenants contained in this lease;
(m) not without prior written consent of the Minister for Lands to build on affix to or instal on or permit or suffer to be built on affixed to or installed on the leased premises any building structure erection fixture plant equipment or improvement otherwise than as contemplated by the Agreement;
(n) to pay all reasonable fees and charges payable to any architect surveyor engineer expert or consultant employed or retained by or on behalf of the Minister for Lands in respect of services performed or work done relating to the approval of plans or drawings or otherwise in connection with the carrying out of the obligations of the Lessee under this lease;
(o) to insure and keep insured the erections buildings and other improvements on the leased premises at any time against loss or damage by fire earthquake storm and tempest and such other risks as the Minister for Lands may from time to time reasonably require including but not limited to damage to or destruction of the plate glass in the windows screens mirrors doors advertisements and other parts of such erections and buildings to their full reinstatement and replacement (new for old) value with a reputable and substantial insurance office and to pay the premiums necessary for the above purposes on or before the days on which the same shall respectively become due and whenever so requested produce to the Minister for Lands or the Minister’s agents or employees the policy or several policies of such insurance and the receipts for the current year’s premiums and cause all moneys received by virtue of such insurance to be forthwith laid out in repair rebuilding or reinstating the leased premises so damaged or destroyed and to make up any deficiency out of the Lessee’s own money PROVIDED ALWAYS that if the Lessee fails to effect and maintain any such insurance the Minister for Lands may from time to time at its discretion effect and keep on foot such insurance and the Lessee shall on demand repay to the Minister for Lands all sums of money expended by it for that purpose;
(p) not to do or permit or suffer to be done in about or upon the leased premises any act or thing whereby any policy of insurance against loss or damage to the leased premises or any part of the leased premises may become void or voidable;
(q) to effect and keep effected in respect of the leased premises adequate public risk insurance in an amount of not less than $5,000,000 in respect of any one claim or such greater amount as the Minister for Lands at any time and from time to time after notice to the Lessee may reasonably require with a reputable and substantial insurance office and whenever requested to notify the Minister for Lands of the details of the public risk insurance and to ensure that such insurance conforms with the reasonable requirements from time to time of the Minister for Lands of which the Lessee is given notice and —
(i) if required by the Minister for Lands to produce the policy of insurance to the Minister for Lands;
(ii) to deliver to the Minister for Lands at any time upon the request of the Minister for Lands a valid certificate of currency in respect of such insurance policy issued by the insurance company with which the policy has been effected; and
(iii) not to alter the terms or conditions of that policy without the prior written approval of the Minister for Lands and to forthwith deliver to the Minister for Lands particulars of any change or variation of the terms and conditions or any other matter in respect of the insurance policy effected by the Lessee pursuant to this provision;
(r) not to assign, sub‑let, mortgage, charge or otherwise encumber or part with the possession of or dispose of the leased premises or any part of the leased premises or the benefit at law or in equity of this lease without the prior written consent of the Minister for Lands which consent shall not be unreasonably withheld —
(i) in respect of a sublease of the leased premises or any part of the leased premises to a respectable responsible and solvent person;
(ii) if the Lessee wishes to assign the whole of the leased premises and the benefit of this lease, if —
(A) the proposed assignee is a respectable, responsible and solvent person who has purchased the freehold of the Morley Shopping Centre;
(B) the Lessee procures the execution by the proposed assignee of a deed of assignment of this lease to which the Minister for Lands is a party in a form approved by the Minister for Lands’ solicitors at the cost of the Lessee or the assignee in all respects;
(C) all rent then due and payable has been paid and there is no existing unremedied breach of any covenant to be performed by the Lessee under this lease;
(D) the assignment contains a covenant by the proposed assignee with the Minister for Lands that the proposed assignee shall at all times during the continuance of the Term duly perform and observe all the covenants in this lease on the part of the Lessee to be performed and observed; and
(E) the Lessee first pays to the Minister for Lands all proper and reasonable costs, charges and expenses incurred by the Minister for Lands of and incidental to any enquiries which may be made by or on behalf of the Minister for Lands as to the respectability, responsibility and solvency of any proposed assignee;
(iii) in respect of a mortgage or charge over both the leased premises and the freehold of the Morley Shopping Centre if the Lessee first procures the other party to the transaction by deed to covenant with the Minister for Lands not to exercise any power conferred by or in respect of the mortgage or charge to sell the leased premises without first procuring the proposed purchaser by deed to agree to observe perform and be bound by all the covenants terms and conditions on the part of the Lessee as are contained in this lease. The Lessee agrees that the covenants and agreements on the part of any proposed assignee sublessee mortgagee or chargee shall be deemed to be supplementary to the covenants of the Lessee under this lease and shall not in any way relieve or be deemed to relieve the Lessee from any of those covenants, and it is hereby expressly agreed and declared that the provisions of sections 80 and 82 of the Property Law Xxx 0000 are excluded from and do not apply to this lease;
(s) at all times during the Term except during any period during which any works are being undertaken on the leased premises to actively and continuously use the leased premises for the purpose of the Morley Redevelopment including (without limitation) parking and construction of a new building or other development ancillary to the Morley Shopping Centre and not to use the leased premises for any other purpose whatsoever;
(t) the use to which the leased premises are put by the Lessee shall in all respects comply with all applicable provisions of the City’s Town Planning Scheme and the Metropolitan Region Scheme;
(u) to ensure that car parking on the leased premises is kept continuously available to the public free of cost for short term parking of vehicles, other than during periods when with the prior written approval of the Minister for Lands that car parking area or part of it may be closed for repairs or other reasonable purposes.
(1) Subject to subclauses (v)(2) and (v)(3), the Lessee will maintain on the leased premises 80 short term car parking bays which will be available for use in common by the owner, tenants, employees, visitors and invitees of:
(A) the Morley Shopping Centre; and
(B) the Morley Markets;
(2) the obligation of the Lessee under subclause (v)(1) will cease on Morley Markets ceasing to be used for:
(A) a market retail business; or
(B) another retail purpose;
(3) The provisions of subclause (v)(2) will not apply during a period when:
(A) any buildings or other improvements on Morley Markets are in the course of demolition for the purposes of the construction of new buildings or other improvements;
(B) new buildings or other improvements are being constructed on Morley Markets; and where, following the construction of new buildings or other improvements, Morley Markets are proposed to be used for, and are used for, the purposes specified in subclause (v)(2).
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