EXHIBIT 10.68
DATED 20th February 2002
SLOUGH TRADING ESTATE LIMITED
- and -
CUBIST PHARMACEUTICALS (UK) LIMITED
and
CUBIST PHARMACEUTICALS INC.
------------------------
AGREEMENT FOR LEASE
- relating to -
Building 595 (Postal [ ]) Bath Road
Trading Estate Slough Berkshire
------------------------
NABARRO XXXXXXXXX
The Anchorage
00 Xxxxxx Xxxxxx
Xxxxxxx XX0 0XX
Ref: JD/TNP/S2884/00717
Tel: 0000 000 0000
Fax: 00000 000000
AN AGREEMENT made the 20th day of February the year Two thousand and two BETWEEN
(1) SLOUGH TRADING ESTATE LIMITED (Company Registration Number 1184323) whose
registered office is at 000 Xxxx Xxxx Xxxxxx Xxxxxxxxx XX0 0XX ("the
Landlord")
(2) CUBIST PHARMACEUTICALS (UK) LIMITED (Company Registration Number 3699468)
whose registered office is at 000 Xxxxxxx Xxxx Xxxxxx Xxxxxxxxx XX0 0XX
("the Tenant")
(3) CUBIST PHARMACEUTICALS INC. whose registered office is at 00 Xxxxx Xxxxxx
Xxxxxxxxx Xxxxxxxxxxxxx 00000 Xxxxxx Xxxxxx of America ("the Surety")
WHEREBY IT IS AGREED as follows:-
1. DEFINITIONS AND INTERPRETATION
"APPROVALS"
means all approvals consents licences permissions certificates
and statutory agreements (including Planning Permission and
Building Regulations Consents) and licences of any local or other
competent authority or person which may from time to time be
necessary to enable the Landlord lawfully to commence and to
carry out and complete the Works
"THE ARCHITECT"
means an experienced architect of at least 5 years experience and
practice appointed by the Landlord to act in the capacity of the
Architect
"BUILDING DOCUMENTS"
means the specification and drawings for the Works as specified
in Schedule A hereto and being in the form of Annexure 1
"CERTIFICATE DATE"
has the meaning specified in paragraph 5.3 of Schedule B
"CODE OF MEASURING PRACTICE"
means The Royal Institution of Chartered Surveyors ISVA Code of
Measuring Practice (Fifth Edition) pursuant to clause 11 hereof
"THE COMPLETION DATE"
means the tenth working day following the Certificate Date
"DEED OF WARRANTY"
means a warranty in the form of Annexure 2 to be granted to the
Tenant having regard to the provisions of clause 10
1
"EXISTING PREMISES"
means Building 545, 545A and 000 Xxxxxxx Xxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx
"THE INSURED RISKS"
has the same meaning as defined in clause 1 of the Lease
"THE LANDLORD'S SOLICITORS"
means Nabarro Xxxxxxxxx of The Anchorage 00 Xxxxxx Xxxxxx Xxxxxxx
XX0 0XX (ref: JD/TNP/S2884/717)
"THE LEASE"
means the Lease of the Premises for a term of fifteen years and
six months commencing on the Certificate Date at the Rent and
Other Rent payable from the Rent Commencement Date such lease to
be in the form of Annexure 3
"LICENCE TO ALTER"
means the Licence to Alter authorising the Tenant to carry out
the works as therein referred to following the Certificate Date
such Licence to be in the form of Annexure 4
"LONG STOP DATE"
means the date being 18 months from the date of this Agreement
"NEW LEASE"
means the Lease to be granted on the date of this Agreement in
respect of the Existing Premises such Lease to be in the form of
Annexure 5
"NET INTERNAL AREA"
shall have the same meaning as in the Code of Measuring Practice
"OTHER RENT"
means all sums payable by the Tenant to the Landlord under the
Lease other than the Rent
"PAYMENT"
means the sum of L724,059.77 plus VAT payable by the Landlord to
the Tenant as a contribution towards the Tenants Works
"PLAN"
means the plan annexed to this Agreement in the form of
Annexure 6
2
"PLANNING PERMISSION"
means full detailed planning consent obtained by the Landlord for
the carrying out of the Works
"PREMISES"
means the land and building known as Building 595 (Postal [ ])
Trading Estate Slough Berkshire as the same are more particularly
described in the Lease)
"PROJECT MANAGER"
means the project manager who shall manage the Works and who
shall be an employee of the Landlord
"RECEPTION AREA"
means that part of the ground floor of the Premises shown
coloured blue on the Plan
"THE RENT"
means the yearly rent determined pursuant to clause 11
"THE RENT COMMENCEMENT DATE"
means the tenth month after the Certificate Date in respect of
the Rent and the Certificate Date for the Other Rent
"THE REPRESENTATIVE"
means the person or persons appointed from time to time by the
Tenant to be its representative for the purposes of this
Agreement and whose identity shall have been notified in writing
to the Landlord
"THE SIDE LETTER"
means the letter in the form of Annexure 8
"THE TENANT'S SOLICITORS"
means Xxxxxxx Xxxxxx OWA Xxxxxxxx Xxxxx 00 Xxx Xxxxxx Xxxxxx XX0X
0XX (Ref: JALZ/0793449/)
"TENANT'S VARIATION FORM"
means the form in the form of Annexure 9 to be completed by the
parties in the event of the Tenant requiring a Variation (as
defined in paragraph 3 to the Schedule)
3
"THE TENANT'S WORKS"
means the schedule of fitting out works referred to in the
Licence to Alter
"WORKS"
means the works which are to be carried out at the Premises by
the Landlord and which are briefly described in the Building
Documents and which are to be carried out pursuant to and in
accordance with the provisions of Schedule B
1.1 The clause headings in this Agreement (except for the definitions) are
for ease of reference and are not to be used for the purposes of
construing this agreement.
1.2 References in this Agreement to clause numbers or schedules or
paragraphs in schedules mean the clauses of or schedules to or
paragraphs in schedules to this agreement.
1.3 Obligations undertaken by more than one person are joint and several
obligations.
1.4 Words importing persons include firms, companies and corporations and
vice versa.
1.5 Words importing one gender will be construed as importing any other
gender.
1.6 Words importing the singular will be construed as importing the plural
and vice versa.
1.7 Unless otherwise specified, a reference to legislation is to that
legislation as consolidated, amended or re-enacted from time to time
and includes all orders, regulations, consents, licences and bye-laws
made or granted under such legislation and references to legislation
generally are to all legislation (local, national and supra-national)
having effect in relation to the Premises.
1.8 Where any act is prohibited any relevant party will use all reasonable
endeavours to prevent that act to being done.
1.9 Where any party agrees to do something it will be deemed to fulfil
that obligation if it procures that it is done.
1.10 Where any notice, consent, approval, permission or certificate is
required to be given by any party to this Agreement such notice,
consent, approval, permission or certificate must be in writing and
will not constitute a valid notice, consent, approval, permission or
certificate for the purpose of this agreement unless it is in writing.
1.11 References in this agreement to the Standard Conditions are to the
Standard Commercial Property Conditions (First Edition).
2. WORKS AND PAYMENT FOR TENANT'S WORKS
2.1 The Landlord shall carry out the Works in accordance with the Planning
Permission and as specified in Schedule B
2.2 The Landlord shall pay to the Tenant the Payment in 6 equal monthly
instalments subject to the Tenant having carried out such works to the
relevant value based on monthly
4
calculations of the value of the Tenant's Works and materials
delivered to the Premises notified by the Tenant to the Project
Manager for approval who shall act reasonably and expeditiously in
approving such calculations and all such instalments are to be paid
within 14 days of approval (subject to the Tenant providing to the
Landlord a VAT invoice if VAT is payable) and further if after payment
by the Landlord to the Tenant of the fifth monthly payment any of the
Payment remains to be paid to the Tenant such monies shall be included
in the sixth monthly payment made by the Landlord to the Tenant
3. GRANT OF THE NEW LEASE AND LEASE
3.1 Upon the date hereof the Landlord shall grant unto the Tenant and the
Tenant shall accept the New Lease
3.2 Upon the Completion Date the Landlord shall grant the Lease and the
Tenant shall accept the said Lease
3.3 The New Lease and the Licence to Alter and Counterparts thereof shall
be prepared by the Landlord's Solicitors and shall be executed
respectively by the Landlord and the Tenant and where applicable the
Surety
3.4 The Licence to Alter shall be completed upon the Completion Date or if
later such reasonable later date as shall be reasonably required by
the Landlord in the event that the Tenant has not supplied the
Landlord with full details of its works in this respect to enable the
Landlord to finalise the details of the works to be referred to in the
Licence to Alter
3.5 Completion shall take place at the offices of the Landlord's
Solicitors or at such other place as they shall reasonably require
3.6 The Landlord shall on the Completion Date hand to the Tenant the
executed Side Letter and the Tenant shall acknowledge receipt by
signing and returning a duplicate copy thereof
4. RESTRICTIONS
4.1 "Restrictions" means all matters affecting the Premises or its use
registered or capable of registration as local land charges and all
notices charges orders resolutions demands proposals requirements
regulations restrictions agreements directions or other matters
affecting the Premises or its use or affecting the Works served or
made by any local or other competent authority or otherwise arising
under any statute or any regulation or order made under any statute
4.2 The Premises shall be demised subject to all (if any) Restrictions
affecting the Premises (whether in existence at the date of this
Agreement or arising at any later date)
4.3 No representation is made or warranty given by the Landlord as to
whether any restrictions exist or as to the permitted use of the
Premises for planning purposes
5
5. REPRESENTATIONS
5.1 Save as provided in paragraph 5.2 hereof no agent adviser or other
person acting for the Landlord has at any time prior to the making of
this Agreement been authorised by the Landlord to make to the Tenant
or to any agent adviser or other person acting for the Tenant any
representation whatever (whether written oral or implied) in relation
to the Premises or to any matter contained or referred to in this
Agreement
5.2 Any statement made in writing by the Landlord's Solicitors to the
Tenant's Solicitors prior to the making of this Agreement in reply to
an inquiry made in writing by the Tenant's Solicitors was made with
the authority and approval of the Landlord
6. NON-ASSIGNMENT
6.1 Subject to Clause 6.2 below the Tenant shall not assign underlet
charge or otherwise deal in any way with the benefit of this Agreement
in whole or in part and the Landlord shall not be obliged to grant the
Lease to any person other than the Tenant
6.2 The benefits of or arising from Schedule B of this Agreement may be
assigned three times without the Landlord's consent. No further
assignment will be permitted thereafter without the prior written
consent of the Landlord which consent shall not be unreasonably
withheld or delayed provided that no assignments shall be permitted
following the twelfth anniversary of the date of this Agreement
7. NOTICES
7.1 In this clause
7.1.1 "the Landlord's Address" means the address of the Landlord shown
on the first page of this Agreement or such other address as the
Landlord may from time to time notify to the Tenant in writing as
being its address for service for the purposes of this Agreement
7.1.2 "the Tenant's Address" means the address of the Tenant shown on
the first page of this Agreement or such other address as the
Tenant may from time to time notify to the Landlord in writing as
being its address for service for the purpose of this Agreement
7.1.3 "the Surety's Address" means the address of the Surety shown on
the first page of this Agreement or such other address as the
Surety may from time to time notify to the Landlord in writing as
being its address for service for the purpose of this Agreement
7.2 Any notice or other communication given or made in accordance with
this Agreement shall be in writing and given in accordance with
Section 196 of the Law of Property Act 1925 (as amended) and shall be
forwarded as applicable to the Landlord's Address or the Tenant's
Address or the Surety's Address
6
8. EXECUTORY AGREEMENT
8.1 This Agreement is an executory agreement only and shall not operate or
be deemed to operate as a demise of the Premises
8.2 The Tenant shall not be entitled to occupation or possession of the
Premises until the Certificate Date but if it does take occupation or
possession of the Premises or any part thereof prior to such date the
Tenant shall observe and perform all the covenants and conditions
contained the Lease as if the same had been granted
8.3 The Tenant shall be entitled to occupation and possession of the
Premises on the Certificate Date and shall observe and perform the
covenants and conditions contained in the Lease as if the same had
been granted
9. NON-MERGER ETC
All the provisions of this Agreement shall (to the extent that they remain
to be observed and performed) continue in full force and effect
notwithstanding completion of the Lease
10. DEFECTS AND WARRANTIES
10.1 The Landlord hereby agrees to make good as soon as reasonably
practicable and at its own expense any defects that arise in the
Premises within 12 months of the Certificate Date (and are notified by
the Tenant to the Landlord during such period) which are due to faulty
design workmanship materials or supervision of the Works and/or in
breach of the provisions of Schedule B to the reasonable satisfaction
of the Tenant and the Tenant shall have no liability under its
repairing obligations in the Lease to remedy such faults and defects
itself
10.2 The Landlord shall procure from any contractor architect or engineer
(having a design input) and the environmental consultant on or before
the Completion Date duly executed Deeds of Warranty substantially in
the form of the Deed of Warranty but where the Landlord (but not a
subsidiary company within the Slough Estates Group of Companies) acts
in the capacity of any of the aforesaid no Deed of Warranty shall be
supplied Provided always the Tenant shall not be entitled to delay the
Completion Date on the grounds that one or more of the Deeds of
Warranty are unavailable on such date
11. AREA AND RENT
11.1 Fourteen days prior to the Certificate Date (as estimated at the
relevant time by the Architect or as soon as the building part of the
Premises are capable of measurement) the building part of the Premises
shall be measured on site by the Landlord and the Tenant or the
Tenant's Representative in accordance with the Code of Measuring
Practice on the Landlord giving written notice to the Tenant that the
building part of the Premises is to be inspected
7
11.2 The Landlord and the Tenant or the Tenant's Representative shall
measure the Net Internal Area of the said building by way of square
feet (and square metres) and once the area has been ascertained the
resultant figure applicable thereto
11.2.1 shall be inserted in the relevant part of the First Schedule to
the Lease
11.2.2 multiplied by the sum of L30.00 per square foot (L322.927 per
square metre) save that the Reception Area shall be multiplied by
the sum of L15 per square foot (L161.463 per square metre) and
such sums shall represent the initial Rent (until varied)
11.3 If the Landlord and the Representative are unable to agree the Net
Internal Area the matter shall be forthwith referred for settlement by
any party not in agreement to the Expert appointed in accordance with
clause 15 hereof who shall be requested to forthwith inspect the
Premises and to determine the Net Internal Area with all due
expedition and the Expert shall notify his decision to the parties
within 2 working days of such inspection.
11.4 If following measure of the building part of the Premises in
accordance with Clause 11.1 the Net Internal Area of the Premises is
11.4.1 greater than 3% of 30,280 sq. ft (2,813) sq. metres the figure
for the Net Internal Area of the building part of the Premises to
be inserted in the First Schedule as referred to in Clause 11.2
and to be stated as an assumption in the Lease at Clause 7.1
shall be 30,280 sq. ft. 2,813 sq. metres plus 3% of that figure;
or
11.4.2 less than 3% of 30,280 sq. ft 2,813 sq. metres the Tenant may but
shall not be obliged to terminate this Agreement provided always
that once the area has been notified to the Tenant with such area
being less than 3% of 30,280 sq. ft 2,813 sq. metres it shall if
it desires to determine this Agreement by giving notice to such
effect within 5 working days failing which the Tenant shall be
deemed to have accepted the said area
12. ENTIRE UNDERSTANDING
12.1 This Agreement embodies the entire understanding of the parties and
there are no other arrangements between the parties relating to the
subject matter of this Agreement
12.2 No amendment or modification shall be valid or binding on any party
unless
12.2.1 it is made in writing
12.2.2 refers expressly to this Agreement
12.2.3 it is signed by both parties concerned or its duly authorised
representatives
13. STANDARD CONDITIONS
The Standard Conditions shall apply hereto in so far as the same are not
inconsistent with the provisions hereof and are applicable to the grant of
a lease references to Seller and Buyer will mean the Landlord and the
Tenant respectively
8
14. SURETY
The Surety agrees to be surety in accordance with the provisions on its
behalf contained in the Lease and if at any time during the currency of
this Agreement (including all matters that remain to be observed and
performed notwithstanding completion hereof) the Tenant shall fail to
perform and/or comply with any of the terms and conditions on its behalf
contained the Surety shall perform observe and comply with such terms and
conditions and shall in such circumstances at the request of the Landlord
enter into the Lease as the tenant
15. EXPERT DETERMINATION
15.1 Save as otherwise provided for in this Agreement any dispute or
difference which shall arise between the parties as to the
construction of this Agreement or as to the respective rights duties
and obligations of the parties under or as to any other matter arising
out of or connected with the subject matter of this Agreement shall if
either the Landlord or the Tenant so requires at any time by notice
served on the other ("the Notice") be referred to the decision of an
expert ("the Expert")
15.2 The Expert shall be appointed by agreement between the Landlord and
the Tenant or if within 5 working days after service of the Notice the
Landlord and the Tenant have been unable to agree then on the
application of either the Landlord or the Tenant by such one of the
following as the Landlord and the Tenant shall agree to be appropriate
having regard to the nature of the dispute or difference in question:
15.2.1 the President for the time being of the Law Society
15.2.2 the President for the time being of The Royal Institute of
British Architects
15.2.3 the President for the time being of The Royal Institution of
Chartered Surveyors or (in each such case) the duly appointed
deputy of such President or any other person authorised by him to
make appointments on this behalf
15.3 If within 10 working days after service of the Notice the Landlord and
the Tenant have been unable to agree which of the persons referred to
in paragraph 15.2 is appropriate to appoint the Expert then the Expert
shall be appointed on the application of either the Landlord or the
Tenant by the President for the time being of the Law Society or his
duly appointed deputy or any other person authorised by him to make
appointments on his behalf
15.4 The costs of the Expert shall be determined by the Expert but in the
event of any failure to determine the same the costs shall be borne in
equal shares by the parties
16. THIRD PARTY RIGHTS
Unless it is expressly stated that the Contracts (Rights of Third Parties)
Act 1999 is to apply nothing in this Agreement will create rights in favour
of any one other than the parties to this Agreement
9
17. LANDLORD PAY'S TENANTS COSTS
The Landlord hereby undertakes within fourteen days of demand from the
Tenant to pay the Tenant's legal costs in connection with negotiation and
exchange of this Agreement for Lease in the event that the Landlord
withdraws from the transaction as a consequence of a failure to agree terms
with the party with whom the Landlord are negotiating on another part of
the Trading Estate to a maximum of L4,000 exclusive of VAT
18. LONG STOP
If the Works have not been completed by the Long Stop Date either party may
determine this Agreement by serving written notice on the other and on the
service of such notice this agreement will determine without any further
liability save for any antecedent claim or breach in respect of the
provisions of this Agreement
19. INDEMNITY RE S106 AGREEMENT
The Landlord undertakes with the Tenant to comply with the obligations in a
Section 106 Agreement dated 1st October 1999 relating inter alia to the
Premises and to indemnify the Tenant in respect of any costs claims or
damages incurred by the Tenant arising out of the failure by the Landlord
to so comply
20. ENGLISH LAW
This deed shall be governed by and construed in all respects in accordance
with English law and its parties submit themselves to its jurisdiction of
the English Courts. Nothing contained in this deed shall limit the rights
of any party to take proceedings against any other party in any other court
of competent jurisdiction nor shall the taking of proceedings in one
jurisdiction preclude its taking of proceedings in any other jurisdiction
whether concurrently or not.
IN WITNESS whereof the parties have executed this document as a deed the day and
year first before written
SCHEDULE A
Building Documents
1. Specification annexed hereto dated 15th January 2002
2. Drawings numbered W6342/1002 Rev B
W6342/2000 Rev A W6342/2006 Rev A
W6342/2001 Rev A W6342/2007 Rev A
W6342/2002 Rev A W6342/2008 Rev A
W6342/2003 Rev B W6342/2009 Rev A
W6342/2004 Rev A W6342/2010 Rev A
W6342/2005 Rev A W6342/2011 Rev A annexed hereto
SCHEDULE B
Provisions relating to the Works
1. CARRYING OUT OF WORKS
1.1 Subject to obtaining all necessary Approvals the Landlord will and at
its own expense diligently and with due expedition design and carry
out and complete the Works using all
10
reasonable skill care and diligence in a good and workmanlike manner
according to normal building practices generally accepted at the date
of their execution and with good quality materials and in accordance
with the Building Documents Approvals and all statutory requirements
and the Works will on Completion satisfy all performance
specifications and other requirements contained or referred to in the
Building Documents
1.2 The Landlord shall indemnify the Tenant against all fees charges and
other payments whatever which may at any time be payable to any local
or other competent authority in respect of the carrying out of the
Works and in respect of any non-compliance of the Approvals
1.3 The Works will be carried out and completed with all reasonable speed
1.4 The Works will be carried out in accordance with all relevant British
Standards and Codes of Practice in force at the date the relevant item
of work is carried out
1.5 Without prejudice to the generality of this clause the Landlord shall
use all reasonable skill, care and diligence to see that the materials
for use in the works are in accordance with the guidance contained in
the publication "Good Practice in the selection of construction
materials" and conform to all relevant British Standards and Codes of
Practice now in force.
1.6 The copyright in all drawings, reports, models, specification,
calculations and other material documents and information prepared by
or on behalf of the Landlord in connection with the Works (together
referred to in this paragraph as "the Documents") shall remain vested
in the Landlord but, the Tenant shall have a irrevocable licence to
copy and use the Documents and to reproduce the designs and content of
them for any purpose related to the Premises including, but without
limitation, the construction completion, maintenance, letting,
promotion, advertisement, reinstatement, refurbishment and repair of
the Premises. Such licence shall enable the Tenant to copy and use the
Documents for the extension of the Premises but shall not include a
licence to reproduce the design contained in them for any extension of
the Premises. The Landlord shall not be liable for any such use by the
Tenant or its appointee of any of the Documents for any purpose other
than that for which the same were prepared by or on behalf of the
Company.
1.7 The Landlord shall procure that any landscaping works if not completed
on the date of Practical Completion are completed within 12 months of
the date of Practical Completion.
1.8 The Landlord and the Tenant shall agree a schedule of minor omissions,
imperfections, defects and other faults in the works the "Snagging
List" and the Landlord shall use all reasonable endeavours to procure
that all items listed in the Snagging List are made good or completed
within a period of 28 days after the date of Practical Completion
PROVIDED ALWAYS that if any of the items appearing on the Snagging
List will cause delay in the Tenant commencing its works then the
Landlord procures to carry out these items of Snagging as soon as
reasonably practicable after the date of Practical Completion with the
Tenant affording the Landlord its workmen servants or agents access to
the Premises at all reasonable times to carry out the works applicable
to the Snagging List.
1.9 The Tenant may defer the Works to be carried out under the Snagging
List for such period of time as is reasonable to both parties (and
provided the Landlord is not put to any
11
additional expense as a result of of such deferment) if the Works
interfere with the Tenant's fitting out programme and will notify the
Landlord as soon as reasonably practicable if its desire to defer the
Works under the Snagging List
2. REVIEW OF WORKS
2.1 The Representative:
2.1.1 may at reasonable times on giving reasonable prior written notice
to the Project Manager enter upon the Premises in order to view
the state and progress of the Works and make representations to
the Landlord (who if it is reasonable to do so shall have due
regard to the representations of the Representative) in respect
thereof provided that not more than three representatives shall
enter upon the Premises
2.1.2 shall have the right to attend monthly project meetings to
discuss the progress of the Works and if the Representative does
not attend any monthly meeting any minutes of such meeting are to
be supplied to the Representative
2.1.3 shall not in the exercise of his rights under this paragraph
interfere with the carrying out of the Works nor shall the
Representative be entitled to enter upon the Premises unless
accompanied by a representative of the Landlord
2.2 The Landlord shall provide the Representative with updated drawings
and specifications as may be appropriate from time to time
3. VARIATIONS TO WORKS
3.1 "Variation" means any amendment to or departure from the Building
Documents and the details of the Works contained therein whether it be
by way of alteration addition or omission
3.2 The Landlord shall be entitled at any time to make a Variation to the
Works where necessary to comply with any lawful requirement of any
local or competent authority or comply with building regulations or
the like and the Landlord shall notify the Tenant of such Variation
within 10 working days PROVIDED THAT such variations do not materially
affect the proposed size design or configuration of the Premises or
the materials to be used in the construction
3.3 In the event of the Tenant requiring a Variation it shall make such
request in writing to the Landlord giving full written details thereof
together with any relevant specifications and drawings together with
such further information and documentation as reasonably required by
the Landlord
3.4 Within fifteen working days of receipt of such request the Landlord
shall advise the Tenant in writing as to whether or not the Variation
is agreed (and the Landlord's consent to such Variation is not to be
unreasonably withheld provided such Variation is reasonable) and if it
is agreed shall supply details of the reasonable and proper costs
including fees profit and overheads ("Costed Variation") for the
Variation
12
3.4.1 Within three working days of receipt of the Costed Variation the
Tenant shall advise the Landlord in writing as to whether or not
the Costed Variation is agreed and following confirmation of
agreement between the parties that the Costed Variation is agreed
the Landlord shall implement the Variation at the relevant time
in the timetable of the Works
3.4.2 The Tenant shall pay to the Landlord the agreed sum pursuant to
the Costed Variation within fourteen days of completion of the
Variation having been carried out to the Tenant's reasonable
satisfaction such satisfaction not to be unreasonably withheld or
delayed
3.4.3 If the Costed Variation is not agreed the Landlord shall not
carry out the work applicable thereto
3.5 Notwithstanding the provisions of this paragraph 3 the Tenant shall
not be entitled to request any Variation two months prior to the
anticipated Completion Date PROVIDED the anticipated Completion Date
has been notified to the Tenant in writing
3.6 In respect of this paragraph 3 where the Landlord agrees to a
Variation the parties shall at all times comply with the provisions of
the Tenant's Variation Form which shall at all times be completed
prior to the carrying out of any Variation save and except in the
event of paragraph 3.2 hereof when the provisions of this paragraph
3.6 shall not apply
3.7 If a Variation is requested by the Tenant and put into effect by the
Landlord and such Variation causes or is likely to cause a delay in
completion of the Works then prior to the carrying out of the
Variation by the Landlord the parties shall agree upon the Certificate
Date upon which apart from the Variation the Works would otherwise
have been completed and such date shall be deemed to be the
Certificate Date
PROVIDED THAT if a Variation as requested by the Tenant has caused a
delay and a Certificate Date has been agreed but the Works are further
delayed as a result of the Landlord's acts or omissions or in
accordance with Clause 4 below then the Certificate Date shall be
agreed as aforesaid plus such period of time as is equivalent to such
delay attributable to the Landlord as aforesaid
4. TIME FOR COMPLETION OF WORKS
4.1 The Landlord shall use all reasonable endeavours to complete the Works
within 48 weeks of the date of commencement thereof PROVIDED THAT a
reasonable extension of time shall be granted to the Landlord in the
event of any delay due to:
4.1.1 force majeure adverse weather conditions civil commotion local
combination of workmen strike or lockout affecting any of the
trades engaged in the preparation manufacture or transportation
of any goods or materials required for the Works
4.1.2 the exercise after the date of this Agreement by the United
Kingdom Government of any statutory power which directly affects
the execution of the Works by restricting the availability or use
of labour which is essential to the proper carrying out of the
Works or preventing the Landlord from or delaying the Landlord in
securing such goods or materials or such fuel or energy as are
essential to the proper carrying out of the Works
13
the carrying out by a local authority or statutory undertaker of
work in pursuance of its statutory obligations in relation to the
Works or the failure to carry out such work
4.1.3 the destruction of or damage to the Works
4.1.4 non availability of any labour goods or materials required for
any of the Works by reason of any circumstances beyond the
control of the Landlord which were not reasonably foreseeable at
the date of this Agreement
4.1.5 any other circumstances beyond the control of the Landlord which
were not reasonably foreseeable at the date of this Agreement
4.2 Notwithstanding paragraph 4.1 the Landlord will within four weeks of
the date hereof commence site enabling works
5. PRACTICAL COMPLETION
5.1 "Certificate" means a certificate by the Architect acting
independently to the effect that in the opinion of the Architect
Practical Completion of the Works has been achieved
5.2 "Practical Completion" means that the Works are sufficiently complete
to permit occupation by the Tenant for the purpose for which they were
built having regard to the Building Documents and so that the Tenant
can despite the fact that the Snagging List may not have been
completed
(a) obtain unobstructed vehicular and pedestrian access and
egress to and from the Premises to and from the public
highway over the Car Park (as defined in the Lease) and the
roadways referred to in Clause 4.15 of the Lease and all
estate roads within the Development and
(b) use surface water and main drainage from the Premises and
these services are to be in full working order and
condition; and all builders rubbish and debris shall have
been removed from the Premises (including from gutters and
drainpipes)
5.3 "Certificate Date" means
the date on which the Certificate of Practical Completion is
issued in respect of the Works and the Works are free from all
apparent defects and faults which would impede or obstruct the
Tenant's ability to carry out works under the Licence for
Alterations;
5.4 The Landlord agrees at its own expense as soon as practicable after
the Certificate Date to complete all outstanding works
5.5 The Landlord shall procure that at least seven working days before the
Architect proposes to issue the Certificate he shall notify the Tenant
or the Tenant's Representative in writing of his proposal to issue the
same and permit the Tenant or the Tenant's Representative to accompany
the Architect on inspection of the Works and whilst the Tenant or the
Tenant's Representative shall be entitled to make representations the
Architect shall not be bound by them
5.6 In the event of any dispute arising in respect of the Certificate Date
the matter shall be referred to expert determination pursuant to
clause 15 of this Agreement
14
6. CDM REGULATIONS
The Landlord has agreed with the Tenant that it will act as the client for
the purposes of the Construction (Design and Management) Regulations 1994
("the CDM Regulations") in respect of the whole of the design and
construction of the Works and that the Landlord will accordingly issue a
declaration to that effect under Regulation 4 of the CDM Regulations as
soon as reasonably practicable after the date of commencement of the Works
and it shall send to the Tenant a copy of the acknowledgement of the
relevant declaration promptly upon receipt from the Health and Safety
Executive
7. THE COMPLETION DATE
On the Completion Date the Landlord will deliver to the Tenant:
(a) the Health and Safety File referred to in Paragraph 12 of the CDM
Regulations
(b) or at the latest within one month of such date the Landlord will
make available to the Tenant Deeds of Warranty or at the latest
within one month of such date the Landlord will make available
from the warrantors listed in Clause 10.2 to the Tenant all
structural engineers and the mechanical and electrical engineers,
(for their design input) and the environmental consultant
(c) deliver two sets of completed detailed as-built plans drawings
and specifications in respect of the Works and all operating
manuals and test certificates in relation to all electrical and
mechanical service installations
8. INSURANCE
8.1 The Landlord will procure that until Practical Completion the Premises
and the Works (which term for the avoidance of doubt shall not include
any Tenant's Works) are insured against loss or damage by the Insured
Risks in its full reinstatement value.
8.2 After Practical Completion the Landlord will insure the Premises in
accordance with the obligations on the part of the Landlord relating
to the insurance contained in the Lease and Clause 3.11.2 of the
Licence to Alter
8.3 As often as the Premises and/or the Works are damaged or destroyed by
an insured risk the Landlord will (subject to obtaining all necessary
planning consents) reinstate such damage or destruction as soon as
reasonably practicable save as provided for in Clause 8.2 above
8.4 The Tenant shall effect its own insurances in respect any Tenant's
Works and any Variation to its Works save as provided for in Clause
8.2 above
15
EXECUTED as a DEED )
(but not delivered until the date hereof )
by SLOUGH TRADING ESTATE )
LIMITED )
/s/ [ILLEGIBLE] Director
/s/ [ILLEGIBLE] Secretary
EXECUTED as a DEED )
(but not delivered until the date hereof )
by CUBIST PHARMACEUTICALS )
(UK) LIMITED )
Director
Secretary
EXECUTED as a DEED )
(but not delivered until the date hereof )
by CUBIST PHARMACEUTICALS INC )
Director
Secretary
LANDLORD'S SPECIFICATION
OFFICE FACILITY
FOR
CUBIST PHARMACEUTICALS
000 XXXX XXXX, XXXXXX : W6342
15TH JANUARY 2002
[SLOUGH ESTATES LOGO]
1.00 GENERAL DESCRIPTION
1.01 The works comprises a three storey office building together with
associated drainage and external works.
1.02 This specification refers to and must be read in conjunction with the
project drawing nos.
W6342/ 1002 Rev B 2006 Rev A
2000 Rev A 2007 Rev A
2001 Rev A 2008 Rev A
2002 Rev A 2009 Rev A
2003 Rev B 2010 Rev A
2004 Rev A 2011 Rev A
2005 Rev A
1.03 KEY DIMENSIONS:-
Approximate floor area m (POWER OF 2):-
GEA NIA
--- ---
Ground Floor 1,194 m (POWER OF 2) 892 m (POWER OF 2)
Ground Floor Atrium 109 m (POWER OF 2)
First Floor 1,091 m (POWER OF 2) 906 m (POWER OF 2)
Second Floor 1,091 m (POWER OF 2) 906 m (POWER OF 2)
TOTAL 3,376 m (POWER OF 2) 2,813 m (POWER OF 2)
=================== ==================
NOTE: NIA area includes whole of ground floor atrium. Excludes 6m
(POWER OF 2) per floor for goods lift.
Roof Plant Room Area (approx) - 270 m (POWER OF 2)
Nett to gross - 83.3% (excluding roof plant areas)
Floor to underside of services/ceiling zone - 2900 mm
Raised Floor Zone - 250 mm (overall)
Ceiling Service Zone including steel (approx) - 800 mm
Ceiling Service Zone Excluding Steel (approx) - 410 mm (minimum)
Car Parking : 113 spaces (1 space per 29 sqm GEA).
1.04 GENERAL
Design, materials and workmanship will comply generally where possible
with all current British Standards, Codes of Practice and Building
Regulations including the new Part L changes, the mandatory
requirements of other Local and Statutory Authorities and the
published recommendations of the CIBSE and the IEE Regulations current
at the time of this document. The Breeam rating target will be 'very
good'.
The use of a name of a firm or proprietary article in this
Specification to be read only as an indication of the class or quality
of material or workmanship proposed.
Fire protection, Fire Officer and Building Regulation requirements are
based upon open plan areas to all office accommodation all as shown on
the accompanying scheme drawings. The appropriate requirements are
based on those required at the time of construction.
Page 1
2.00 SUB-STRUCTURE
2.01 The reinforced concrete ground floor slab to the office areas is
designed to carry a uniformly distributed load of 15 KN per
m (POWER OF 2) skip float finished with proprietary dust sealer to
receive a raised access floor. The concrete floor slab will be laid
over a 1200g polythene dpm laid over blinded well compacted crushed
concrete sub-base. Foundations to be pad / piled type to Structural
Engineers design.
3.00 SUPER-STRUCTURE
3.01 FRAME
The frame of the building including the roof consists of structural
steel, RIW protected as necessary, designed to support the following
loadings:-
Office upper floors areas are designed to 3.0KN per m (POWER OF
2) plus l.0KN per m (POWER OF 2) for partitions finished with
grouted joints and proprietary dust sealer to receive a raised
access floor. (Including suspended service loading of 0.25KN per
m (POWER OF 2)).
Roof plant areas are designed for 7.5KN per m (POWER OF 2).
(Including suspended service loading of 0.25KN per m (POWER OF
2)).
All steel columns and beams supporting floors will be fire protected
with intumescent paint fair faced to exposed finished areas.
The roof canopy is constructed of cantilevered structural steelwork,
with an aluminium faced panelling system to the soffit.
3.02 ROOF
The main roof and canopy overhang consists of twin skin insulated
metal roofing of:
keybemo (or similar) embossed aluminium, raised seam outer
sheeting, rockwool insulation to meet the latest (March 2002) 'U'
value requirements on pyroc board (or similar) acoustic board,
coated galvanised steel profiled internal liner with sealed
joints forming vapour barrier on galvanised steel purlins all
laid to a 2 DEG. fall.
Rainwater sump box outlets will be swan necked into UPVC and
galvanised steel rainwater pipes discharging to ground drainage system
through core areas and external wall voids complete with rodding
access.
Suitable safety systems are provided to roof areas. Protecta Ariana
Mansafe System or similar.
Plant deck roof will be formed using high performance 2mm thick fleece
backed xxxxx felt on dense polyfoam plus (or similar) insulation on
insitu concrete holorib slab.
Page 2
3.03 EXTERNAL WALLS
3.03.1 General: North and South elevation - consists of Schuco FW50
(or similar) curtain xxxxxxx framing containing glazed
vision areas, and mill finish aluminium faced insulated
spandrel panels covered with aluminium rain-screen feature
panels with a natural anodised finish. East and West
elevations consist of curtain walled glazed vision areas and
reconstituted stone cladding panels, comprising of
approximately 150mm thick reinforced panels with an acid
etched reconstituted stone facing.
3.03.2 Schuco (or similar) Curtain Xxxxxxx: This consists of
aluminium framing which is self draining, thermally broken
and pressure equalised. All exposed aluminium has a natural
anodised finish. Double glazed units to vision areas consist
of clear glass outer pane, cavity and clear glass inner
panel. (Glazing incorporates low level approx 750mm high
fritting). The curtain xxxxxxx to the main entrance area
reception atrium space internally and externally consists of
Schuco (or similar) structural glazing system double glazed
with clear glass. All toughened glass heat soaked and with
low "E" clear coating. External ground floor glazing to
incorporate 1 no. pane of laminated glass.
3.03.3 Aluminium Rain-Screen Cladding Panel: These have a natural
anodised finish.
3.03.4 Reconstituted Stone Panel: These are modular reinforced
concrete cladding panel approx 150mm thick with an acid
etched finish, integral insulation and stainless steel
fixings. The internal lining will consist of studwork or
concrete block xxxxxxx.
3.03.5 Plant Areas: Screening consists of a ppc aluminium louvre
system on steel posts finished enamel painted to match
louvres. The louvres will give 50% air passage.
3.04 EXTERNAL SOLAR SHADING
Solar shading to the building is formed at high level with the
cantilevered roof overhang.
3.05 STAIRCASES
The main atrium feature staircase will be in enamel paint coated
steelwork with steel treads. Balustrading will be coated steel
balusters with polished stainless steel mid rails or toughened glass
panels and polished tubular stainless steel handrail.
Secondary staircase is of precast concrete construction.
3.06 EXTERNAL DOORS
The main entrance door is a Boon Edam 'Crystal' revolving door housed
in a glazed drum and canopy housed in stainless steel framework
complete with 10mm thick rubber matting.
Front entrance pass doors and secondary entrance and escape doors are
double glazed with anodised / PPC aluminium framework to match curtain
xxxxxxx complete with security locking devices and wiring for access
control / intruder alarm systems.
A commercial sized letterbox is provided to the front entrance glazed
screen area.
Page 3
3.07 INTERNAL WALLS AND PARTITIONS
Internal partition walls to staircases, toilets and plant duct areas
are of blockwork or studwork construction.
Internal glazed doors and screens will consist of aluminium framed
full height clear glazed complete with p.s.s. ironmongery.
3.08 INTERNAL DOORS
All internal doors consist of maple (or similar) veneered solid core
flush doors, fire resisting where required. Narrow vertical vision
panels are also provided where necessary glazed with float glass or
pyran where fire resistance is required. Door frames and joinery will
be solid maple hardwood with satin polyurethane finish.
Ironmongery is good quality polished stainless steel 'Elite' or
similar including pushplates, kickplates etc.
Riser cupboard doors and frames will be painted softwood solid core
flush with dry lined walls and painted matt gloss to match (door sets
will be fire resisting if necessary).
4.00 FINISHES
4.01 WALL FINISHES
Reception, circulation and secondary staircase areas have a
plasterboard and skim dry lining with emulsion paint finish. Circular
steel columns have a matt gloss paint finish (intumescent paint finish
where fire protection is required).
Feature wall to ground floor reception desk back drop area will be
finished with acid etched or ceramic coated frameless glass xxxxxxx
with silicone joints.
Toilet areas have full height ceramic tiling (L60/m (POWER OF 2)
supplied & fixed) on a plasterboard background and laminate panelling.
4.02 FLOOR FINISHES
Toilet areas and showers have a ceramic tile finish (Architectural
Ceramics or similar) with matching skirtings. (L 50/m (POWER OF 2)
supplied and laid).
The floor to the reception/atrium area is finished with reconstituted
marble tiles (by Architectural Ceramics or similar L120 supplied and
laid) with honed finish, recessed gradus entrance matting (or similar)
adjacent to doors.
4.03 CEILING FINISHES
The reception/atrium area and core lobbies have a plasterboard finish
including bulkheads with emulsion paint finish.
5.00 FITTINGS
The sanitary accommodation has been designed in accordance with the
BCO Design Guide based on 1 no. person per 14m (POWER OF 2) nett area
(60 / 60% male / female occupancy) and includes the disabled
accommodation with distress alarm facilities.
Page 4
Melamine faced vanity units with post formed edges, full height
melamine faced and lipped toilet cubicles, ductwork panelling and
mirrors, to be provided in the toilets including hinged access panels
where necessary.
Showers will be complete with glazed cubicles and hardwood slatted
seating.
Sanitary fittings will be Twyford (or similar) white glazed vitreous
china complete with Grohe (or similar) monoblock taps and conex (or
similar) plug wastes.
Other fittings, ie, coat hooks, toilet roll holders, hand dryer and
xxxxxx, socket spurs will be provided to toilet areas.
6.00 MECHANICAL SERVICES
6.01 DESIGN CRITERIA
The design is based on the following design criteria.
i) Internal Conditions
Location Winter Summer
-------- ------ ------
Office 22 DEG.C +/- 2 DEG.C 22 DEG.C +/- 2 DEG.C
Atrium 22 DEG.C +/- 2 DEG.C at 1200mm 22 DEG.C +/- 2 DEG.C at 1200mm
above FFL above FFL
ii) External Conditions
Winter - -3 DEG.C Saturated
Summer - +28 DEG.C db, +20 DEG.C wb
NOTE: When the external ambient temperature rises above 28
DEG.C the internal temperature will be allowed to drift.
iii) Ventilation Rates
Location Ventilation
-------- -----------
Office fresh air 11tr / s / m (POWER OF 2) filtered to EU5 standard
Toilets 10 air changes/hour extract
iv) Noise Levels
Location Noise Level
-------- -----------
Office (open plan) NR38
Entrance halls and toilets NR40
v) Internal loads
Occupancy 1 person per 8m (POWER OF 2) local;
1 person per 12m (POWER OF 2) main
plant sizing. Atrium minimal.
Small power 25W/m (POWER OF 2) local; 15 W/m
(POWER OF 2) main plant sizing
Heat gain from lighting 12Wm (POWER OF 2)
Page 5
6.02 HEATING, COOLING AND VENTILATION
6.02.1 GENERAL OFFICE AREAS
Low temperature hot water will be supplied to the fan coil
units from gas-fired boilers and a dual head low temperature
hot water pump.
Chilled water is supplied to fan coil units from packaged
air cooled liquid chiller(s) located on the roof.
6.02.2 FRESH AIR
Tempered fresh air is provided to the office areas by an air
handling unit located in the roof plant room.
Constant temperature low temperature hot water is circulated
to the air handling units from the boilers via a pump set.
6.02.3 RECEPTION/ATRIUM
An air handling unit at roof level supplies heated/cooled
air via insulated ductwork to linear diffusers at first
floor level to ventilate the reception / atrium space.
Extract air is drawn from the reception/atrium ceiling void
back to the AHU.
Trench heaters underneath the atrium facade glazing provide
heating to counteract down draughts.
6.02.4 CENTRAL CHILLER PLANT
The central chiller plant comprises packaged air-cooled
chiller located on the roof. A twin head pump distributes
the chilled water through the chiller. The chiller uses HFC
refrigerants.
The pump circulates chilled water to the atrium air handling
unit and local fan coil units via insulated and vapour
sealed metal pipework. Pipework is installed in
prefabricated modules.
6.02.5 CENTRAL BOILER PLANT
The central boiler plant comprises cast iron boilers.
A twin head duty/standby pump set circulates low temperature
hot water from the boilers to air handling plant and fan
coil units via insulated metal pipework.
The boilers and pumps will be located in a rooftop packaged
plantroom.
6.02.6 HUMIDITY CONTROL
Space is designated within the fresh air supply air handling
unit for humidification lances to be installed by the tenant
if required.
Page 6
6.02.7 TOILETS
Each toilet block is provided with a dedicated twin fan
extract ventilation system. The supply air to the toilets is
taken from the office space via ceiling void mounted
transfer ducts or door grilles.
6.02.8 STAIRS AND CORE AREAS
The secondary stair and toilets will be heated with electric
convector wall mounted heater.
6.02.9 BMS/CONTROLS
A BMS system monitors and controls the Mechanical
Engineering Systems.
The system comprises a number of outstations and intelligent
FCU controllers, which will be connected via a LAN to a
central outstation with LCD display located in the main
plantroom.
The BMS has the capability to provide the following:-
a) Dedicated control of each item of plant
b) Timed on/off switching
c) Optimum start control
d) PID valve control
e) High/Low level alarms
f) Trip alarms
g) Status conditions
6.02.10 FIREMAN'S SWITCH PANEL
A fireman's switch panel will be provided for remote
operation of mechanical plant.
7.00 ELECTRICAL SERVICES
7.01 DESIGN CRITERIA
The design is based on the following design criteria:-
i) Preliminary Element Loads for Electrical Load Analysis
Lighting 12W/m (POWER OF 2)
Power 25W/m (POWER OF 2) local, 15W/m (POWER OF 2)
diversified
Page 7
ii) Lighting Levels
Area Standard maintained Limited glare index
illuminance (lux)
General Offices 350 - 400 at Desk Xxxxx 00
Xxxxxxx 000 -
Xxxxxx 200 -
Plant rooms 100 -
Uniformity ratio of 0.8 over the defined task area in office
areas.
iii) Emergency Lighting
The emergency lighting system is designed and installed to meet
BS:5266 Part 1 1999 and BS EN 1838:2000.
Proposed lighting levels:-
Escape Routes - 1.0 lux minimum
Anti Panic "Open" areas - 0.5 lux minimum
iv) Fire Alarms
The fire alarm system is designed and installed to meet BS: 5839
Part 1 1988 for protection of life category L2. The system is
capable of upgrading to Category L1.
7.02 INCOMING SERVICES
The incoming electrical supply is derived from Slough Heat & Power
Limited distribution system at low voltage. The LV supply terminates
within the main low voltage switchboard which serves the service
riser, items of mechanical plant, external services and the main fire
alarm panel.
7.03 GENERAL
The main low voltage distribution switchboard consists of a cubicle
panel conforming to Form 4 Type 2 and complying with the latest
requirements of BS:5486 Part 1 with rear access.
The main switchboard is housed within a dedicated external electrical
switchroom. Space provision within the electrical switchroom is made
for Tenant installation of suitable switchgear for a standby generator
if required.
XPLE/SWA/LSF cables emanate from the main LV switchboard via
underground cable ducts to serve the building's electrical power
requirements. Space provision for installation of additional cables
for generator support and for check metering per floor plate is
provided.
A rising electrical service provides vertical LV distribution to
Tenant's and Landlord's plant. Duct provision for an additional
generator-support is provided for.
Page 8
7.04 OFFICE AREA DISTRIBUTION
A distribution board is provided to each floor plate for future small
power fit-out by the Tenant. The distribution board also feeds a
lighting busbar in the ceiling void, from which lighting control boxes
and fan-coil units are fed. A sufficient number of spare ways
(typically 25% minimum) is provided within each distribution board and
the main switch board.
7.05 LIGHTING
7.05.1 GENERAL
The lighting installation is designed and installed in
accordance with the design parameters detailed in
section 7.01, using low energy fluorescent and discharge
lamps as applicable and low voltage downlighters in toilets.
7.05.2 GENERAL OFFICE AREAS
Lighting control is simple on/off by multi gang switch
plates at each core, via the lighting control system. The
Tenant is able to subdivide the building into smaller
lighting control zones and add local switch drops with
minimal wastage and disruption.
7.05.3 TOILETS
Feature lighting is provided to these areas - circulation
recessed fluorescent downlighters or similar with PIR
control.
7.05.4 ATRIUM
Feature lighting is provided to these areas - metal halide
downlighters or similar.
7.05.5 EMERGENCY LIGHTING
The emergency lighting to reception, core, stair and plant
room areas comprises self contained inverter / battery packs
fitted within or adjacent to selected luminaires designed to
give 3 hours of illumination in the event of power failure
or an emergency situation.
7.05.6 EXTERNAL LIGHTING
The external lighting is provided by column mounted
luminaires with photocells and time clock control. Lighting
levels will be 10 lux average, 5 lux minimum.
The main entrance area roof overhang will have soffit
lighting.
The courtyard frontage landscaped area will have feature
lighting.
7.06 SMALL POWER
Switched socket outlets are provided on office, core walls and
reception area for cleaners use. No office floor small power is
provided.
Page 9
7.07 FIRE ALARMS
The fire alarm system consists of a fully addressable analogue fire
alarm panel located at the main entrance. Manual break glass call
points, fully automatic detectors and sounders are installed
throughout in accordance with BS 5839 Part 1 Category L2, which can be
upgraded to Category L1.
7.08 SECURITY
Wiring will be installed to all external doors for tenants access
control and intruder alarm fit-out requirements.
Builders work will be installed to reception area for intruder alarm
system.
Ducts are installed to allow the tenant to install CCTV coverage to
the exterior, parking and common areas including automatic barriers.
7.09 LIGHTNING PROTECTION
A lightning protection system is provided comprising horizontal tapes,
down conductors via steel frame with test clamps and earth
terminations in concrete or PVC xxxxxxxx. All roof mounted plant and
fixed metallic abutments are bonded to the system.
8.00 DOMESTIC WATER AND PLUMBING SERVICES
8.01 COLD WATER SERVICE
Cold water supplies are provided to all sanitary appliances, hot water
heaters and connections to any mechanical services plant. No storage
facility is provided.
Wash down points are provided at roof and ground levels. Water storage
or distribution pipework for tenant's fit-out installations is by the
tenant.
8.02 HOT WATER SERVICE
Hot water provision is via a central gas fired storage heater located
within the rooftop plant room with circulation via a pump and pipework
to individual taps and showers.
8.03 SANITARY DRAIN AND VENT SYSTEM
A complete system of sanitary drains and vent piping is connected to
all plumbing fixtures, mechanical equipment and floor drains. The
system discharges by gravity to the public sewer.
All sanitaryware is white. Showers are also provided as shown on the
drawings.
9.00 LIFTS
9.01 PASSENGER LIFT
The building has 2 no. 10 person 800kg Kone monospace passenger lifts,
Regulations Part M and EN81 compliant, operation speed 1.0m/sec within
the central core area. Lift car finishes will consist of carpet
flooring to match circulation area, metallic silver steel finish or
veneered panelling to walls, full height mirror, stainless steel
control consul and white metal ceiling with flush lighting.
Page 10
9.02 GOODS LIFT
A 13 no. person 1000 kg Kone Monospace goods lift will be provided to
a notional position within the open plan floor area serving ground to
second floor.
Lift car finishes will consist of rubber or vinyl flooring, complete
with stainless steel control consul and white steel ceiling.
10.00 EXTERNAL WORKS
10.01 GENERALLY
Car parking spaces to the Bath Road frontage will be finished in
concrete block paving. The car park areas will be finished in
bituminous macadam.
An insitu concrete frame deck car park is provided to the rear with
stone mastic asphalt surfacing and reconstituted stone cladding,
silver kassette panel cladding or good quality insitu concrete finish
with galvanised steel or Armco barrier protection within. Lighting
will be provided with column mounted luminaires to top level providing
average 20 lux and vapour proof fluorescent xxxxxx fittings to lower
level providing average 50 lux.
Vertical pedestrian access will be serviced by 2 no. galvanised steel
spiral stairs with non-slip galvanised durbar treads. Vehicle access
to the upper level will be serviced by a reinforced concrete ramp at
approximately 1 in 7 slope with mastic asphalt surface. Clear height
to underside of deck car park will be approximately 2300mm. Cycle
parking will be located under the deck parking complete with
galvanised steel bike hoops for approximately 60 cycles (total).
The access roads to the Bath Road frontage will be finished in block
paving. Access road to the rear car park area will be finished in
bituminous macadam capable of accepting refuse lorry loading.
The paths around the building will be paved with Marshalls mistral
block paving (or similar). Feature stone or similar paving will be
laid around front courtyard landscaped piazza.
10.02 DRAINAGE
Foul drainage is taken to the existing foul sewer system. Surface
water drainage is taken to existing surface water system and or
soakaways with petrol interceptors to car park areas as required.
10.03 SOFT LANDSCAPING
Soft Landscaping is provided to complement the development to the
approval of the local authority.
Watering points will be installed for all landscape maintenance.
Page 11
10.04 UTILITY BUILDINGS ETC.
An electrical switch room, gas meter room and refuse storage facility
are provided within the site curtilage. The electrical switch room,
gas meter room and refuse store will be built with brick, concrete
block or stone cladding panels. Concrete bases with associated
builders work and flat roofing construction will be provided as
necessary. A designated area and duct provision will be made for
possible tenants generator and or compactor requirements including
underground ducts into building adjacent to switch room.
10.05 SIGNAGE
A suitable free standing sign will be provided to the plot frontage.
Frameless glass building signage will be provided over main entrance.
10.06 FENCING/BARRIERS
The rear car park boundaries will be secured with 1.5m high coated
galvanised steel centinal fencing.
Automatic barriers and access control will be installed to car park
access.
11.00 INCOMING SERVICES
11.01 The following incoming services are provided:-
Gas: A metered gas supply to meet the requirements of
this document is provided. The meter is located
in the external utility building.
Water: A metered mains water supply is provided by
Slough Heat & Power.
Electricity: A 500 KVA electricity supply is provided.
Telecommunications: 6 no. non-dedicated UPVC ducts are provided from
a common chamber at the edge of the development
and terminated within the building to provide
access for telephone and data lines and giving
resilient routes.
12.00 CLEANING AND MAINTENANCE
All external glazing is designed to be cleaned by mobile access plant.
Reception / atrium glazing to be cleaned with small mobile access
plant or pole equipment.
13.00 CATEGORY A CONTRIBUTION ITEMS
13.01 FLOOR FINISHES
Office areas have a PSA medium grade steel encapsulated raised access
floor with 600 x 600mm panels. Carpet tiles pc sum L25 per m(2)
supplied and laid will be provided.
Stairs to be finished with carpet to match office areas and gradus
non-slip nosings.
Skirtings to general office and circulation areas will be in solid
maple hardwood with satin varnish coating.
Page 12
13.02 WALL FINISHES
Office areas will have plaster board and skim dry lining with emulsion
paint finish.
13.03 CEILING FINISHES
Office and amenity areas have a proprietary suspended ceiling system
with white Rockfon Plano fibre glass (or similar) tegular tiles to a
600 x 600mm module in an exposed microlook grid. A plaster board
margin with taped and filled joints emulsion painted will be provided
for window blind fixing.
Rockwool or similar cavity barriers will be provided within ceiling
voids at 20m centres.
13.04 HEATING, COOLING AND VENTILATION - GENERAL OFFICE AREAS
The heating and cooling to the general office areas is provided by
chassis type ceiling void mounted fan coil units. The fan coil units
supply heated/cooled air into the office space via a ducted system
through ceiling mounted 600 x 600mm diffusers.
13.05 HEATING, COOLING AND VENTILATION - FRESH AIR
The tempered air is ducted to terminate adjacent to each fan coil unit
air intake via uninsulated ductwork.
Vitiated air will pass from high level in the office through the
ceiling void and extract ductwork to the roof plant room where it will
be extracted to atmosphere.
13.06 HEATING, COOLING AND VENTILATION - CENTRAL CHILLER PLANT
The pump circulates chilled water to the local fan coil units via
insulated and vapour-sealed metal pipework. Pipework is installed in
prefabricated modules.
13.07 LIGHTING - GENERAL OFFICE AREAS
The lighting within the office is provided via 600 x 600mm ceiling
recessed fluorescent luminaires with direct controllers for
illumination of the working plane. All downward light controllers are
CIBSE LG3 category 2 compatible. Switched supplies from lighting
control boxes are via daisy-chained LSF multi-core flexible cable and
plug-in connectors.
13.08 LIGHTING - EMERGENCY LIGHTING
The emergency lighting comprises self-contained inverter/battery packs
fitted within selected general lighting luminaires, designed to give 3
hours of illumination in the event of a power failure or an emergency
situation.
Emergency exit luminaires consists of self-contained maintained
fittings with 3 hour battery packs and self adhesive legends.
Page 13
LANDLORD'S SPECIFICATION
OFFICE FACILITY
FOR
CUBIST PHARMACEUTICALS
000 XXXX XXXX, XXXXXX : W6342
15th JANUARY 2002
[SLOUGH ESTATES LOGO]
DATED 200[ ]
SLOUGH TRADING ESTATE LIMITED
- and -
CUBIST PHARMACEUTICALS (UK) LIMITED
with
CUBIST PHARMACEUTICALS INC.
----------
LICENCE TO ALTER
relating to
Building 595 (Postal Number )
Bath Road Trading Estate Slough Berkshire
----------
NABARRO XXXXXXXXX
The Anchorage
00 Xxxxxx Xxxxxx
Xxxxxxx XX0 0XX
Ref: JD/TNP/S2884/00718
Tel: 0000 000 0000
Fax: 00000-000000
PARTICULARS
DATE OF THIS DEED : 200[ ]
LANDLORD : SLOUGH TRADING ESTATE LIMITED
Registered Office : 000 Xxxx Xxxx Xxxxxx Xxxxxxxxx XX0 0XX
Company Registration No. : 1184323
TENANT : CUBIST PHARMACEUTICALS (UK) LIMITED
Registered Office : 000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxx, XX0 0XX
Company Registration No. : 3699468
SURETY :
CUBIST PHARMACEUTICALS INC
Registered Office : 00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
PREMISES : The premises known as Building Number 000 Xxxx
xxxx Xxxxxx Xxxxxxxxx being more particularly
described in the Lease
LEASE : The Lease dated [ ] 200[ ] and made between
the Landlord (1) and the Tenant (2)
TERM : A term of fifteen years and six months years
demised by the Lease (subject as provided in the
Lease)
WORKS : The works details of which are given in the
attached Scope of Works and drawings therein
referred and briefly consisting of fitting out
works comprising [ ]
NOTE: The Scope of Works shall include all works
carried out pursuant to any Tenant's Variation
Form as defined in the
Agreement for Lease
THIS DEED is made on the date and between the parties stated in the Particulars
RECITALS
(A) The Landlord is entitled to the reversion immediately expectant on the
Term.
(B) The Term is vested in the Tenant.
(C) This deed is supplemental to the Lease.
THIS DEED WITNESSES:
1. DEFINITIONS AND INTERPRETATION
In this deed:
1.1 "Landlord" includes the person in whom the reversion immediately
expectant on the determination of the term granted by the Lease is for
the time being vested and the term "Tenant" includes its successors in
title and assigns
1.2 words importing the singular include the plural and vice versa and
words importing one gender include all other genders;
1.3 if any party to this deed comprises more than one person, obligations
on the part of that party are undertaken by all persons jointly and
also by each of them individually;
1.4 unless otherwise stated references to the Premises include each and
every part of the Premises;
1.5 references to "tax" include any tax, levy, charge or duty whether
payable now or at any time in the future and the withholding or loss
of any relief or right to the repayment or credit in respect of any
such tax, levy, charge or duty;
1.6 the details, expressions and descriptions appearing in the Particulars
shall be included in and form part of this deed;
1.7 references to any legislation include any other legislation replacing,
amending or supplementing it and any orders, regulations, byelaws,
notices, permissions, approvals or consents under it;
1.8 any obligation prohibiting the Tenant from doing something shall
include an obligation not to cause or permit the doing of that thing
by others and (without prejudice to any other obligation or liability
of the Tenant) to take all reasonable steps to prevent that thing
being done by its employees, agents, contractors, invitees and
licensees;
1.9 the headings are for information only and shall not be taken to affect
the construction of this deed;
1
1.10 references to obligations on the part of any person shall include
covenants, conditions or other provisions to be observed or performed
by that person;
1.11 references to the Term include the period of any continuation or
extension of the tenancy granted by the Lease;
2. GENERAL CONDITIONS
2.1 The Tenant shall indemnify the Landlord in respect of any charge to
any statutory tax (including but not by way of limitation any interest
and any penalty in respect of such charge to tax) arising out of or
resulting from the action permitted by this deed.
2.2 The Landlord's rights of re-entry contained or referred to in the
Lease shall also apply in the event of any breach of the terms of this
deed.
2.3 Nothing contained in this deed shall release or in any way lessen the
liability under the Lease and any deed supplemental to it of the
Tenant, its predecessors in title or any guarantor whether before or
after the date of this deed.
2.4 This deed shall not be taken to grant consent to any action not
expressly permitted by it.
2.5 The Tenant shall pay to the Landlord any value added tax chargeable on
any supply (whether made to or by the Landlord or any third person)
under or in connection with this deed including in relation to
reasonable and proper fees, costs and expenses payable by the Tenant
pursuant to this deed.
2.6 This deed shall be governed by and construed in all respects in
accordance with English law and the parties submit themselves to the
jurisdiction of the English Courts.
2.7 Nothing contained in this deed shall limit the right of any party to
take proceedings against any other party in any other court of
competent jurisdiction nor shall the taking of proceedings in one
jurisdiction preclude the taking of proceedings in any other
jurisdiction, whether concurrently or not.
3. WORKS
3.1 The Landlord consents to the Tenant carrying out the Works.
3.2 Before commencing the Works, the Tenant shall:
3.2.1 apply for and obtain all necessary consents of any person or
competent authority and provide copies to the Landlord and
3.2.2 provide to the Landlord all information required by it in
connection with the insurances of the Premises
3.3 The Tenant covenants with the Landlord to:
3.3.1 comply with the Construction (Design and Management) Regulations
1994 ("the CDM Regulations") and the Tenant acknowledges that it
is acting as the client in respect of the
2
Works for purposes of the CDM Regulations and undertakes to issue
a declaration to that effect pursuant to Regulation 4 thereof
3.3.2 provide the Landlord with a full and complete copy of the health
and safety file for the Works prepared in accordance with the CDM
Regulations and any Code of Practice or other guidance issued by
any competent authority relating thereto together with a
copyright licence or licences in accordance with clause 3.4 on
completion of the Works
3.4 The Tenant hereby grants (to the extent it is able to do so) with full
title guarantee (or shall procure that the person firm or company who
is able to grant the same with full title guarantee) to the Landlord a
royalty-free, irrevocable and non-exclusive licence or licences to use
and copy any design, as built and maintenance and operational
information and documentation and any other information comprised in
the health and safety file provided pursuant to clause 3.3.2 relating
to the Works for any purposes connected with the Premises, and such
licence or licences shall carry the right to grant sub-licences and
shall be transferable to third parties
3.5 The Tenant acknowledges that no partnership or agency relationship
exists between the Landlord and the Tenant in relation to the Works or
is created by or in consequence of the execution of the Works, this
Licence or otherwise
3.6 The Tenant shall carry out the Works:
3.6.1 and complete them within twelve months of today's date;
3.6.2 in a good and workmanlike manner free from defects and with
proper and good quality materials and in accordance in all
respects with all legal requirements and shall ensure the
functionality of all plant and equipment installed as part of the
Works
3.6.3 to the reasonable satisfaction in all respects of the Landlord,
and to the satisfaction in all respect of the insurers (provided
details of the insurers requirements or any conditions have been
notified to the Tenant in writing) any competent authority and
any other person whose consent to or approval of the Works is
required whether under this deed, the Lease any superior lease or
other deed or by law.
3.7 The Tenant shall:
3.7.1 cause as little inconvenience and annoyance as possible to the
Landlord, and the owners and occupiers of adjoining and
neighbouring property and shall not cause or permit the Premises
or any adjoining or neighbouring property to become unsafe as a
result of the carrying out or completion of the Works and
3.7.2 make good to the Landlord's reasonable satisfaction any damage
arising out of or incidental to the carrying out or completion of
the Works.
3.8 The Tenant shall indemnify the Landlord against all actions
proceedings losses liabilities costs damages expenses claims and
demands arising out of or resulting from:
3.8.1 the state and condition of the Premises during and after the
carrying out of the Works;
3.8.2 the carrying out of the Works; or
3.8.3 breach of or non-compliance with any of the terms of this deed.
3
3.9 The Tenant shall notify the Landlord of the date of commencement and
the date of completion of the Works and permit the Landlord, and all
others authorised by it in writing, to inspect the Works at all
reasonable times both while they are being carried out and on their
completion.
3.10 The Landlord and Tenant acknowledge that the Works are to be carried
out to suit its own requirements for the use of the Premises and that
they do not constitute improvements to the Premises
3.11.1 The Landlord will not be liable (whether under the Lease or
otherwise) to effect or maintain any insurance in respect of the
Works whether while they are being carried out or after they are
completed unless and to the extent that the Landlord otherwise in
its reasonable discretion agrees in writing
3.11.2 The Landlord shall insure as part of the Premises those items in
the Scope of Works with an asterisk [Note: For clarification
these items shall include upgrades in respect of the roof, floors
and the goods lift]
3.12 Unless the Landlord shall otherwise direct, the Tenant shall carry out
before the expiry or sooner determination of the Term any works
stipulated to be carried out by a date subsequent to such expiry or
sooner determination as a condition of any planning or other
permission granted in respect of the Works.
3.13 Before the expiry or sooner determination of the Term, the Tenant
shall (unless or to the extent requested not to do so by the Landlord)
carry out such works as shall be necessary or desirable in order to
ensure that the Premises or such part or parts of them as may be
required by the Landlord conform with the First Schedule of the Lease
provided however the Tenant shall not be required to reinstate those
items in the Scope of Works marked with an asterisk [Note: for
clarification if not included in the Scope of Works these items shall
include upgrades in respect of the roof, floors, and goods lift]
3.14 If the Tenant at any time fails to comply with any of its obligations
in this deed then:
3.14.1 the Landlord may (but without prejudice to the Landlord's right
of re-entry contained or referred to in the Lease or any rights
of the Landlord with regard to such default) enter upon the
Premises from time to time during the Term or after the expiry or
sooner determination of the Term (without being obliged to do so)
to complete the Works or the reinstatement of the Premises (in
either case in whole or part) in each case at the expense of the
Tenant; and
3.14.2 the Tenant shall pay to the Landlord all fees costs and expenses
so incurred by the Landlord (and all such fees costs and expenses
if not so paid shall be recoverable by the Landlord as a debt).
3.15 The Works shall be carried out subject to all rights of the owners and
occupiers of adjoining and neighbouring properties PROVIDED any
specific rights known to the Landlord in favour of any owner or
occupier of any adjoining or neighbouring property have been notified
to the Tenant in writing
4
3.16 If the Works shall not be commenced within six months of today's date,
the consent given by the Landlord in this deed shall immediately lapse
and become absolutely void.
3.17 On completion of the Works, the lessee's covenants and all other
provisions contained in the Lease shall apply with any necessary
variations to the Premises in their then altered state.
3.18 The Works shall be disregarded for the purposes of any review of rent
under the provisions of the Lease.
3.19 Unless it is expressly stated that the Contracts (Rights of Third
Parties) Act 1999 is to apply nothing in this Agreement will create
rights in favour of any one other than the parties to this Agreement.
4. SURETY
The Surety covenants and agrees with the Landlord that:-
4.1 the Tenant will observe and perform its obligations contained in this
deed;
4.2 the obligations on the part of the Surety contained in the Lease apply
to the obligations of the Tenant contained in this deed as though they
were obligations on the lessee's part contained in the Lease.
IN WITNESS of which this deed has been executed and is delivered on the date
appearing as the date of this deed.
5
THE COMMON SEAL of SLOUGH )
TRADING ESTATE LIMITED was )
affixed to this deed in the presence of: )
Director
Director/Secretary
EXECUTED as a DEED by CUBIST )
PHARMACEUTICALS (UK) )
LIMITED acting by: )
Director
Director/Secretary
EXECUTED as a DEED by CUBIST )
PHARMACEUTICALS INC. acting by: )
Director
Director/Secretary
DATED 200[]
SLOUGH TRADING ESTATE LIMITED
- to -
CUBIST PHARMACEUTICALS (UK) LIMITED
with
CUBIST PHARMACEUTICALS INC.
----------
LEASE
Premises known as
Building 000 Xxxx Xxxx Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxxxx
(Postal [ ])
----------
Nabarro Xxxxxxxxx
The Anchorage
00 Xxxxxx Xxxxxx
Xxxxxxx
XX0 0XX
Tel: 0000 000 0000
Fax: 00000 000000
Ref: JD/TNP/S2884/717
CONTENTS
Clause Subject matter Page
1. DEFINITIONS...............................................................1
2. INTERPRETATION............................................................4
3. DEMISE....................................................................4
Rent......................................................................4
Additional Rent...........................................................4
4. TENANT'S COVENANTS........................................................5
Payment of rents..........................................................5
Interest on late payments.................................................5
Payment of rates..........................................................5
Exterior maintenance......................................................5
Interior painting.........................................................5
Repair....................................................................6
Yielding Up...............................................................6
Reinstatement.............................................................6
Landlord's access.........................................................6
Default remedies of the Landlord..........................................6
Signs and aerials.........................................................7
Use.......................................................................7
Nuisance..................................................................7
Estate Regulations........................................................8
Roadways..................................................................8
Acts prejudicial to insurance.............................................9
Safeguarding the Premises.................................................9
Planning Applications.....................................................9
Alterations...............................................................9
Statutory obligations....................................................10
Alienation...............................................................10
Registration of dealings.................................................13
Reletting and sale boards................................................13
Costs of licences and notices as to breach of covenant...................14
Indemnity................................................................14
VAT......................................................................14
Defects..................................................................14
Floor Loading............................................................14
Costs of Party Items.....................................................15
Prohibited Uses..........................................................15
5. LANDLORD'S COVENANTS.....................................................15
Quiet enjoyment..........................................................15
Insurance................................................................15
Insurance details........................................................16
Services.................................................................16
6. CONDITIONS...............................................................16
Re-possession on Tenant's default........................................16
Benefit of insurance and abatement of rent...............................17
Notices..................................................................17
Contracts (Rights of Third Parties) Act 1999.............................18
Temporary Closure of Services and Rights.................................18
i
7. RENT REVIEW..............................................................18
8. SURETY...................................................................21
FIRST SCHEDULE...........................................................21
Description of the Building and Fixtures.................................21
SECOND SCHEDULE..........................................................22
Part 1 - The Rights......................................................22
Part 2 - The Exceptions and Reservations.................................22
THIRD SCHEDULE...........................................................23
Obligations of the Surety................................................23
FOURTH SCHEDULE..........................................................25
Rent Review Memorandum...................................................25
FIFTH SCHEDULE...........................................................25
Part 1 - Service Charge for the Development Heads of Expenditure.........25
Part 2 - Calculation of the Service Charge and the costs of services
provided to the Development..............................................27
SIXTH SCHEDULE...........................................................28
ii
PARTICULARS
1. DATE OF THIS DEED 200[]
2. LANDLORD SLOUGH TRADING ESTATE LIMITED
Registered office 000 Xxxx Xxxx Xxxxxx XX0 0XX
Company Registration No. 1184323
3. TENANT CUBIST PHARMACEUTICALS (UK) LIMITED
Registered office 000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxx XX0 0XX
Company Registration No. 3699468
4. SURETY
CUBIST PHARMACEUTICALS INC.
Registered office 00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxx 00000
Xxxxxx Xxxxxx of America
5. DEVELOPMENT the area of the Estate shown edged blue on the
Plan
6. ESTATE the area from time to time comprising the
Landlord's estate known as Trading Estate Slough
Berkshire of which the Premises and the
development form part
7. PREMISES the land and building described in the First
Schedule and known as Building 595 (Postal
[ ]) Bath Road Slough Berkshire as shown
edged red on the Plan but excluding therefrom
at ground floor the land shown hatched purple on
the Plan where the same is included within the
red edging to the Plan
8. COMMENCEMENT DATE [ ] 200[]
9. TERM Fifteen years and six months together with
the period of any continuation or extension of
the tenancy granted by this Lease
10. RENT COMMENCEMENT DATE [ ] 200[]
11. RENT [As per clause 11 of the
Agreement for Lease
[ ] per sq ft x Net Internal Floor Area of
the[ ] per annum subject to review as
provided in this Lease]
12. REVIEW DATES [ ] 200[ ] and each fifth
anniversary of that date
13. PERMITTED USE any use within Class B1 of the Schedule to the
Town and Country Planning (Use Classes) Order
1987 (as amended or replaced from time to time)
save in respect of the Parking Area which shall
be used for the parking of motor vehicles in
accordance with Clause 4.12.2
LEASE
DATE 2001
PARTIES
(1) SLOUGH TRADING ESTATE LIMITED (Company Number 1184323) whose registered
office is at 000 Xxxx Xxxx Xxxxxx XXx 0XX (the "Landlord");
(2) CUBIST PHARMACEUTICALS (UK) LIMITED (Company Number 3699468) whose
registered office is at 000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxxx, XXx 0XX (the
"Tenant"); and
(3)
CUBIST PHARMACEUTICALS INC. (Company Number [ ]) whose registered office
is at 00 Xxxxx Xxxxxx Xxxxxxxxx Xxxxxxxxxxxxx 00000 Xxxxxx Xxxxxx of
America (the "Surety").
W1TNESSETH AS FOLLOWS:
1. DEFINITIONS
In this Lease the following expressions have the meanings indicated:
"ACT"
means the Landlord and Tenant (Covenants) Xxx 0000
"AUTHORISED GUARANTEE AGREEMENT"
has the meaning defined in and for the purposes of Section 16 of
the Act and the form of such agreement shall be as reasonably
required by the Landlord
"BIN STORE"
means that part of the Premises shown in the position edged red
on the Plan and marked Bin Store
"CAR DECK"
means the two-storey car deck as shown edged dark blue on the
Plan
1
"CAR PARK"
means all the car parking areas within the Development including
and without limitation to the generality of the foregoing the Car
Deck access ways ramps walls foundations the structure of such
Car Park and all walls and fencing surrounding the same
"COMMON PARTS"
means all parts of the Development not demised nor intended to be
demised
"CONDUCTING MEDIA"
all sewers drains pipes wires watercourses subways cables
apparatus conduits and any other media or works for the conduct
or transmission of any service matter or material
"DECK PARKING AREAS"
means those parts of the Car Deck that are shown edged red on the
Plan being demised car parking (being the first floor of the Car
Deck) but extending only to the top surface of such areas
"FULL REINSTATEMENT VALUE"
the costs (including demolition professional fees and any value
added tax payable) which would be likely to be incurred in
carrying out repair or reinstatement in accordance with the
requirements of this Lease at the time when such repair or
reinstatement is likely to take place having regard to current
building techniques and materials and all local or planning
legislation
"INSURED RISKS"
fire lightning earthquake explosion aircraft riot storm tempest
flood burst pipes malicious damage and impact damage and such
other insurable risks and on such terms and subject to such
exclusions as the Landlord may from time to time reasonably
consider necessary but excluding any risks which the Landlord
shall decide from time to time not to include in any policy
(whether on the grounds of unavailability of insurance cover for
that risk or otherwise) but so that the Landlord shall give at
least fourteen days' prior notice in writing to the Tenant of any
risk ceasing to be covered by any policy
"LANDSCAPED AREAS"
means the areas shown hatched green on the Plan
"LOSS OF RENT"
the loss of the rent first reserved by clause 3 for such period
(being not less than three years) as may reasonably be required
by the Landlord from time to time having regard to the likely
period required for reinstatement in the event of both partial
and total destruction and in an amount which would take into
account potential increases of rent in accordance with clause 7
2
"PARKING AREA"
means the areas forming part of the Premises as demised car
parking including the Deck Parking Area as are designated for the
parking of motor vehicles and shown edged red on the Plan
"PERMITTED PART"
means the whole or part of any floor of the building part of the
Premises (with a due and proper proportion of the Parking Area)
"PLAN"
the plan annexed hereto
"PLANNING ACTS"
includes the Town and Country Planning Xxx 0000 the Planning
(Listed Buildings and Conservation Areas) Xxx 0000 the Planning
(Hazardous Substances) Xxx 0000 and the Planning (Consequential
Provisions) Xxx 0000
"PRESCRIBED RATE"
four per centum above the base rate of National Westminster Bank
Plc from time to time (or such other clearing bank as the
Landlord shall nominate) or (if such rate shall cease to be
published) such other reasonable or comparable rate as the
Landlord shall from time to time designate
"SERVICE CHARGE"
means the aggregate of the costs and liabilities referred to in
Part 1 of the Third Schedule;
"SERVICE CHARGE PERIOD"
means the period in respect of which the Service Charge and the
costs of services to the Building are calculated as determined
and notified to the Tenant in writing from time to time by the
Landlord initially in each consecutive period of twelve months
ending on 31 December;
"SIDE LETTER"
means the form of Side Letter in the form of the Sixth Schedule
"THE SURETY"
any person so named in the Particulars and also any person who
may at any time guarantee the performance and observance of the
Tenant's obligations in this Lease
3
[GRAPHIC]
"TENANT'S PROPORTION OF SERVICE CHARGE"
means the proportionate part of the Service Charge for which the
Tenant is liable which shall be such fair and reasonable and
proper proportion as the Landlord shall determine acting
reasonably;
2. INTERPRETATION
2.1 The expressions "the Landlord" and "the Tenant" shall wherever the
context so admits include their respective successors in title
2.2 Where the Landlord the Tenant or the Surety (if any) for the time
being are two or more persons the terms "the Landlord" "the Tenant" or
"the Surety" (if any) include the plural number and obligations
expressed or implied to be made by such party are deemed to be made by
such persons jointly and each of them severally
2.3 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
2.4 References in this Lease to any statute or legislation (whether
specific or general) include any other statute or legislation
replacing amending or supplementing the same and any orders
regulations bye-laws notices permissions approvals or consents
thereunder
3. DEMISE
The Landlord demises to the Tenant with full title guarantee the Premises
together with the Rights referred to in Part 1 of the Second Schedule but
subject to the Exceptions and Reservations referred to in Part 2 of the
Second Schedule to hold to the Tenant for the Term starting on the
Commencement Date yielding and paying therefor during the Term:
3.1 RENT
Yearly the Rent and all increases arising from any review pursuant to
the provisions in this Lease for the review of rent on the Review
Dates to be paid without any deduction or set off by equal quarterly
payments in advance on the Twenty-fifth day of March the Twenty-fourth
day of June the Twenty-ninth day of September and the Twenty-fifth day
of December in every year the first payment for the period from and
including the Rent Commencement Date up to and including the day
immediately preceding the quarter day next after the date of this
Lease to be made on the Rent Commencement Date
3.2 ADDITIONAL RENT
As additional rent first the Tenant's Proportion of the Service Charge
pursuant to and in accordance with the Fifth Schedule including the
monies due pursuant to paragraph 2.1 to Part 2 of such Schedule
secondly such amounts (if any) as are referred to in clause 4.15 to be
paid as there stated and thirdly a sum or sums of money equal to the
expense incurred by the Landlord in effecting or maintaining insurance
in accordance with clause 5.2 (including any increased premium payable
in respect of the Premises or any neighbouring property by reason of
any act or omission by (or permitted by) the Tenant or an undertenant)
as the
Landlord shall from time to time effect such insurance for the
Landlord's benefit in the Full Reinstatement Value against the Insured
Risks the Loss of Rent and the Landlord's liability to third parties
(without limitation) such sum or sums to be paid on demand and all
such sums payable pursuant to this clause 3.2 shall be recoverable by
distress in the same way as rent in arrear
4. TENANT'S COVENANTS
The Tenant covenants with the Landlord as follows:
4.1 PAYMENT OF RENTS
To pay the respective rents and sums of money reserved and made
payable at the times and in the manner in which the same are set out
or referred to in clause 3 without any deduction or set off and to
make all such payments to the Landlord on the due date through the
Tenant's bankers by the direct debit system
4.2 INTEREST ON LATE PAYMENTS
If the Tenant shall fail to pay any rents or any other sum payable
under this Lease within 7 days of when the same is due (whether
formally demanded or not) to pay to the Landlord as additional rent
(but without prejudice to any other rights of the Landlord including
those under clause 6) interest on all such rents or other sums from
the due date for payment until the date actually paid at the
Prescribed Rate current at such due date and any such interest shall
be recoverable by the Landlord as rent in arrear
4.3 PAYMENT OF RATES
4.3.1 To pay and indemnify the Landlord against all existing and future
rates or other outgoings whatsoever imposed or charged upon the
Premises or upon the owner or occupier in respect of the Premises
4.3.2 To pay and be responsible for all electricity gas and other
services to the Premises
4.4 EXTERIOR MAINTENANCE
In every third year and in the last year of the Term to prepare and
paint the outside of the Premises where usually or previously so
painted in a good and workmanlike manner and otherwise properly to
clean treat and decorate other parts of the outside of the Premises as
the same ought to be cleaned treated and decorated (such painting and
decorating to be carried out in colours and patterns first approved in
writing by the Landlord) and whenever necessary to renew or replace
all seals and mastics
4.5 INTERIOR PAINTING
In every fifth year and in the last year of the Term to prepare and
paint all the interior of the Premises where usually or previously so
painted in a good and workmanlike manner (all such painting in the
last year of the Term to be carried out in colours and patterns first
approved in writing by the Landlord)
5
4.6 REPAIR
(Save in respect of the Car Park provided for in clause 5.4 hereof)
well and substantially to repair and maintain the Premises and
Conducting Media in on or under the Premises (damage by any of the
Insured Risks excepted unless the insurance moneys are withheld in
whole or in part or the policy avoided by reason of any act or
omission on the part of the Tenant or any undertenant or any employee
contractor or invitee of either of them) and at all times to keep the
same in good and substantial repair and condition and so repaired
cleaned painted and maintained and further to keep all parts of the
Premises clean and tidy and free from rubbish and waste materials
4.7 YIELDING UP
At the expiration or sooner determination of the Term to yield up the
Premises in good and substantial repair and consistent with the full
and due compliance by the Tenant with its obligations under this Lease
and to remove such tenant's trade fixtures and fittings and any signs
erected by or at the instance of the Tenant making good any damage
caused by such removal
4.8 REINSTATEMENT
4.8.1 Before the expiry or sooner determination of the Term (unless or
to the extent otherwise required in writing by the Landlord) to
carry out such works as shall be necessary or desirable in order
to ensure that the Premises or such part or parts of them as may
be required by the Landlord conform with the description in the
First Schedule
4.8.2 All such works shall be carried out to the reasonable
satisfaction of the Landlord and the Tenant shall apply for any
necessary planning permission or approval which may be required
under the Planning Acts or other legislation
4.9 LANDLORD'S ACCESS
To permit the Landlord or its agents at all times during the Term
during reasonable hours in the day (or at any time in the case of
emergency) with or without workmen and others who have written
authority to enter the Premises for the purpose of ascertaining that
the covenants and conditions of this Lease have been performed and
observed by the Tenant and examining the state of repair and condition
of the Premises or for the purpose of taking inventories of the
Landlord's fixtures or of carrying out works on the adjoining property
of the Landlord and of exercising any of the Exceptions and
Reservations referred to in Part 2 of the Second Schedule Provided
That the Landlord shall make good any damage caused by such entry to
the reasonable satisfaction of the Tenant and the exercise of such
rights PROVIDED that such rights of re-entry shall only be effected on
such part of the Premises as is reasonable and only for such periods
as are reasonable
4.10 DEFAULT REMEDIES OF THE LANDLORD
If within two months after service of a notice from the Landlord
requiring the Tenant to remedy any breach of covenant relating to the
state of repair or condition of the Premises or otherwise to the
carrying out of any works or actions that are the responsibility of
the Tenant (or earlier in case of emergency) the Tenant shall not have
completed such works or actions
6
then to permit the Landlord to enter upon the Premises and execute all
or any such works or actions and the Landlord's costs and expenses
(including the Landlord's reasonable and proper surveyors and other
professional fees in connection therewith) together with interest
thereon at the Prescribed Rate current at the date one month after
service of such notice for the period from that date to the date of
payment shall be a debt due from the Tenant to the Landlord and be
forthwith recoverable as rent in arrear
4.11 SIGNS AND AERIALS
Not to erect any pole mast aerial or satellite dish or erect or
display any sign noticeboard or advertisement on any part of the
Premises or the Development except a sign approved by the Landlord
indicating the name of the Tenant in a position approved by the
Landlord any such approval to be in writing
4.12 USE
4.12.1 Not to use the Premises or any part thereof otherwise than for
the Permitted Use and not at any time to store anything on any
part of the Premises outside the building erected thereon
4.12.2 To use the Parking Area only for the parking of motor cars and
motor bicycles
4.12.3 To ensure that all refuse rubbish and waste is placed in secure
and closed containers designed for that purpose and located in
the Bin Store and to take all reasonable measures to prevent
escape of rubbish refuse or waste material from such containers
4.12.4 To make and maintain arrangements for the regular removal of all
rubbish and waste materials from the Premises and Bin Store as
often as is reasonably necessary
4.12.5 If the Tenant fails to take immediately such steps as is
reasonably necessary to comply with clauses 4.12.2 and 4.12.3
after notice from the Landlord requiring it to do so to permit
the Landlord or other person(s) authorised by the Landlord to
enter the Premises to carry out removal of such refuse rubbish or
waste material and to pay the Landlord on demand all costs and
expenses reasonably and property incurred by the Landlord in
connection with such removal
4.13 NUISANCE
4.13.1 Not to use the Premises or any part of them for any illegal
purpose nor to carry out on or from the Premises any noisy
noxious dangerous or offensive act activity or business nor
anything which may be or become a nuisance damage annoyance or
inconvenience to the Landlord or any of its tenants or the
occupiers of any adjoining premises and in particular not to do
or permit to be done anything which might cause electronic or
radio interference with any adjoining or neighbouring premises
4.13.2 Not to do anything which would or might lead to any contamination
of the Premises or pollution of the environment or lead to the
pollution obstruction damaging or overloading of the Conducting
Media and to carry out (or at the Landlord's election to pay to
the Landlord the proper costs and fees of carrying out) all works
necessary to remedy any
7
contamination or pollution or to remove the source of the
contamination or pollution caused by the Tenant
4.13.3 Where the Tenant has failed to observe any of the obligations in
this clause 4.13 to pay to the Landlord the reasonable and proper
costs incurred by it in obtaining such reports as the Landlord
may reasonably require to establish what damage or harm may have
been caused to the Premises or other property of the Landlord and
the remedial cleaning or other works necessary
4.13.4 Not to discharge or allow to enter into any underground or other
waters any poisonous noxious or harmful effluent liquid or
substance
4.13.5 At the expiry of the fifth year of the Term and each fifth
anniversary of that date or upon assignment of the Lease of
change of use to arrange for an environmental/health and safety
audit (the "Audit") of the Tenant's operations at the Premises
the Audit to be carried out in accordance with the provision of
the Side Letter and to be carried out by a firm of
environmental/health and safety consultants (the "Consultants")
approved by the Landlord upon terms and conditions approved by
the Landlord (in each case such approval not to be unreasonably
withheld or delayed) and for a written report of the Consultant's
findings to be forwarded to the Landlord within five working days
of the receipt of the same
4.13.6 Notwithstanding the provisions of Clause 4.13.5 the Landlord
shall not require an Audit:- (a) upon an assignment of this Lease
to a Company as defined in Clause 4.21.12 of this Lease and (b)
following an assignment to an assignee who is a "low risk
occupier" as determined by the Consultants
4.13.7 The cost of any Audit carried out pursuant to Clause 4.13.5 shall
be at the expense of the Tenant save where the Consultants make
no recommendations in their written report as to any measures to
be undertaken by the Tenant and in which case the Landlord shall
bear one half of the cost of the relevant Audit.
4.13.8 The Tenant at its own expense will carry out any recommendations
of the consultant in order to comply with current statute and
legislation and will take reasonable measures to prevent
contamination to the Premises
4.14 ESTATE REGULATIONS
To observe such reasonable regulations as may from time to time be
made by the Landlord for the purposes of good estate management such
regulations to be notified by the Landlord to the Tenant in writing
4.15 ROADWAYS
4.15.1 To pay to the Landlord from time to time upon demand a reasonable
and proper proportion (as certified conclusively by the
Landlord's surveyor to be proper) of the costs (similarly
certified) properly and reasonably incurred in the management of
the roadway known as Aberdeen Avenue being the roadway external
to the Development and shown hatched xxxxx and hatched purple on
the Plan including any costs reasonably anticipated by the
Landlord to be incurred by the Landlord in the future in respect
of such roadway
8
(but not in respect of a period exceeding one year in advance) in
respect of any of the matters referred to in this sub-clause
4.15.2 Not to park or permit the parking by employees contractors or
visitors to the Tenant on any of the roadways or footpaths shown
respectively hatched xxxxx and hatched purple on the Plan
4.16 ACTS PREJUDICIAL TO INSURANCE
4.16.1 Not to do anything as a result of which any policy of insurance
against damage to the Premises or to any neighbouring premises
may be prejudiced or payment of the policy moneys may be withheld
in whole or in part or whereby the rate of premium in respect of
any such insurance may be increased and to give notice to the
Landlord forthwith upon the happening of any event which might
affect any insurance policy relating to the Premises
4.16.2 In relation to the insurance effected by the Landlord in respect
of the Premises to pay to the Landlord any excess required by the
insurers or by the Landlord on demand by the Landlord following
any damage or destruction by any Insured Risks where such excess
would be applicable to any claim in respect of such damage or
destruction
4.17 SAFEGUARDING THE PREMISES
4.17.1 With respect to fire precautions and safeguarding the Premises
against damage by any of the Insured Risks or otherwise to comply
with all requirements and recommendations of the insurers of the
Premises or the relevant insurance brokers or of the fire brigade
or local authority and the reasonable and proper requirements of
the Landlord
4.17.2 Not to store or bring on to or allow to remain on the Premises
any article substance or liquid of a specially combustible
inflammable or explosive nature or which may be a source of
contamination without the Landlord's prior written consent (which
consent not to be unreasonably withheld or delayed) provided that
the nature and work of the Tenant's business carried out in a
proper and lawful manner will not be considered a breach of this
clause.
4.17.3 To give written notice to the Landlord upon the occurrence of any
contamination of the Premises and also upon the occurrence of any
pollution of the environment in breach of any legislative
provision caused by any use of or action or activity on the
Premises
4.18 PLANNING APPLICATIONS
Not without the prior written consent of the Landlord to make any
application for any consent under the Planning Acts but if such
application is for consent to do anything which the Tenant is
permitted to do under this Lease (or where the approval of the
Landlord is first required and the Landlord has approved the doing of
such thing) such consent shall not be unreasonably withheld
4.19 ALTERATIONS
Not to erect or place any new building or structure whatsoever on the
Premises (including any temporary or moveable building or structure)
or make any alteration whether structural
9
or otherwise or any addition to the Premises or to the building
erected thereon Provided That the Tenant may with the written consent
of the Landlord (such consent not to be unreasonably withheld) carry
out internal structural and non-structural alterations to the building
on the Premises and further may erect install or alter demountable
partitioning not affecting the structure or air conditioning system
within the said building without the consent of the Landlord subject
to the Tenant notifying the Landlord of such works within 14 days of
completion and supplying the Landlord with all relevant drawings and
specifications applicable thereto
4.20 STATUTORY OBLIGATIONS
4.20.1 At the Tenant's expense to comply in all respects with the
provisions of all statutes and legislation (whether now or
subsequently in force) affecting or applicable to the Premises or
their use and forthwith to give notice to the Landlord of any
notice direction or order made by any local or competent
authority
4.20.2 The Tenant shall maintain a health and safety file for any works
carried out to the Premises and shall comply with the
Construction (Design and Management) Regulations 1994 in respect
thereof and provide to the Landlord upon reasonable request a
copy of such file
4.20.3 Upon any assignment or underlease permitted by this Lease to
supply to the assignee or sub-tenant any health and safety files
and/or operating manuals
4.21 ALIENATION
4.21.1 Not to charge or mortgage either the whole or any part of the
Premises without the prior written consent of the Landlord in the
case of a bona fide finance, arrangement which relates to the
true value of the assets (such consent not to be unreasonably
withheld or delayed) nor to assign underlet (save in respect of a
Permitted Part) share or part with the possession or occupation
of any part of the Premises nor to permit any such dealing under
a permitted underlease
4.21.2 Not to hold or occupy the Premises or any part as nominee trustee
or agent or otherwise for the benefit of any other person
4.21.3 Not to assign the Premises without the prior consent in writing
of the Landlord (such consent not to be unreasonably withheld
where the provisions hereinafter contained are satisfied)
PROVIDED ALWAYS that where the assignment of the Premises are to
an assignee of at least the same financial standing or greater
financial standing as the original Tenant the Landlord will not
be entitled to withhold its consent (so long as the provisions
contained in Clauses 4.21.4, 4.21.5 and 4.21.6 are satisfied)
4.21.4 It is agreed that the Landlord will not be deemed to be
unreasonable in withholding consent to a proposed assignment of
the whole of the Premises if it is withheld on the ground (and it
is the case) that one or more of the circumstances mentioned
below exist (whether or not such withholding is solely on such
ground or on that ground together with other grounds):
10
(a) that in the reasonable opinion of the Landlord the effect of
the proposed assignment upon the value of the Landlord's
reversionary interest in the Premises would be to diminish
or otherwise adversely affect such value to a material
degree
(b) that in the reasonable opinion of the Landlord the effect of
the assignment would mean that there is a reduced likelihood
of the tenant's covenants and obligations in this Lease
being fulfilled
(c) that the proposed assignee is an associated company of the
Tenant BUT the Landlord will reasonably consider any
proposed assignment by the original Tenant under this lease
to an associated company PROVIDED the original Tenant's
Guarantor remains a Surety and Guarantor in respect of the
assignee's performance of the Tenant Covenants in this Lease
and remains the sole or principal debtor in respect of all
obligations to be owned by the assignee under the Tenant
Covenants contained in this Lease
(d) that the Surety has not agreed on any assignment to any
Company (as defined in Clause 4.21.12) to enter into a deed
of guarantee in respect of the obligations on the part of
the Tenant contained in an Authorised Guarantee Agreement
entered into pursuant to Clause 4.21.5 or the assignee's
performance of the Tenant's Covenants (as defined in Section
28 of the Act) in this Lease in such form of deed as the
Landlord may reasonably require with such deed to include
obligations on the part of the Surety similar to those on
the part of the Tenant set out in Clause 4.21.5 (i)-(iii)
4.21.5 On any assignment:
(a) the Tenant will enter into an Authorised Guarantee Agreement
which will be in such form as the Landlord may reasonably
request and be prepared by or on behalf of the Landlord and
at the cost of the Tenant and under which the assignor will
agree (inter alia) with the Landlord:
(i) that it is liable as sole or principal debtor in
respect of all obligations to be owed by the
assignee under the Tenant Covenants (as defined in
Section 28 of the Act) in this Lease
(ii) to be liable as guarantor in respect of the
assignee's performance of the Tenant Covenants (as
above defined) in this Lease (provided that such
liability shall be no more onerous than the
liability to which the assignor would be subject in
the event of its being liable as sole or principal
debtor in respect of the obligations owed by the
assignee under the said Tenant Covenants)
(iii) in the event of this Lease being disclaimed to enter
into a new lease of the Premises the term of which
shall expire simultaneously with the date upon which
(but for any disclaimer) this Lease would have
expired by effluxion of time (and not by any other
means) and the Tenant Covenants shall be identical
to (mutatis mutandis but in any event no more
onerous than) the Tenant Covenants in this Lease
(b) if the Landlord reasonably so requires the Tenant shall
obtain acceptable guarantors for any person to whom this
Lease is to be assigned who will covenant with the Landlord
on the terms (mutatis mutandis) set out in the Third
Schedule
11
(c) if the Landlord reasonably so requires the proposed assignee
will prior to the assignment enter into such reasonable rent
deposit arrangement and/or provide such additional security
for performance by the proposed assignee of its obligations
under this Lease as the Landlord may reasonably require
(d) the proposed assignee shall enter into a covenant with the
Landlord to pay the rents reserved by and perform and
observe the covenants on the part of the Tenant contained in
this Lease
4.21.6 Clauses 4.21.4 and 4.21.5 shall operate without prejudice to the
right of the Landlord to impose any further conditions upon a
grant of consent where such imposition is reasonable
4.21.7
(a) Not to underlet the whole or a Permitted Part of the
Premises without the prior consent in writing of the
Landlord (such consent not to be unreasonably
withheld) otherwise than at a rent which is not less than
the open market rental value of the Premises without a fine
or premium and with provision for upwards only rent reviews
coinciding with the reviews under this Lease and in other
respects with materially the same covenants and conditions
as are contained in this Lease
(b) Not to vary the terms of any underlease permitted under this
clause 4.21.7 without the Landlord's written consent such
consent not to be unreasonably withheld or delayed and
throughout the term of any underlease to require the
undertenant at all times to perform and observe the Tenant's
covenants (except as to the payment of rent) and the
conditions contained in this Lease
(c) Not to grant any underlease of a Permitted Part without
first obtaining an Order of the Court excluding the
provisions of Sections 24-28 of the Landlord and Xxxxxx Xxx
0000 (as amended) in respect of the tenancy to be created
4.21.8 The Landlord may as a condition for giving its consent for any
permitted underletting require the proposed underlessee to enter
into a direct covenant with the Landlord to perform and observe
the Tenant's covenants and the conditions contained in this Lease
(save as to payment of rent)
4.21.9 Upon the Landlord consenting to an underletting of the Premises
procure that the underlessee covenants with the Landlord:
(a) not to assign (or agree to do so) any part of the Premises
(as distinct from the whole) and not to charge or underlet
or share or (save by way of an assignment of the whole) part
with possession of or permit any person to occupy the whole
or any part of the Premises and
(b) not to assign (or agree to do so) the whole of the Premises
without the prior consent in writing of the Landlord (such
consent not to be unreasonably withheld)
4.21.10 To notify the Landlord in writing with relevant details within
fourteen days of any rent payable under an underlease being
reviewed
4.21.11 In the event that any circumstances or conditions specified in
clauses 4.21.4 and 4.21.5 above are framed by reference to any
matter falling to be determined by the Landlord (or by any other
person) if the Tenant disputes such determination then either the
Landlord
12
or the Tenant shall be entitled to require the matter or matters
in question to be referred to an independent expert who in the
absence of agreement between the parties shall be appointed on
the application of either party by the President of the Royal
Institution of Chartered Surveyors and the determination of such
independent expert shall be conclusive as to the matter or
matters in question and shall be final and binding on the parties
and his costs shall be met by the parties in such proportions as
the independent expert shall determine
4.21.12 The Tenant shall be entitled without obtaining any consent from
the Landlord to permit another company or companies (in this
clause 4.21.12 called a "Company") to occupy as licensee part or
parts of the Premises if and so long as that Company is a member
of the same group of companies as the subsidiary or the holding
company or a company who has the same holding company as the
Tenant (the terms subsidiary and holding company as being defined
in accordance with Section 736 of the Companies Act 1985) and the
conditions set out in the remainder of this clause 4.21.12
continue to be fulfilled
(a) No relationship of Landlord and Tenant shall arise out of
such occupation
(b) Written notice shall be given to the Landlord no later than
14 days after such occupation commences:
(i) of the identity of such Company and
(ii) of the part of the Premises concerned
(c) The Tenant shall provide such reasonable and proper evidence
as the Landlord may reasonably require from time to time to
satisfy itself that the relationship of Landlord and Tenant
does not arise or has not arisen out of such occupation
4.21.13 The Tenant indemnifies the Landlord against all reasonable and
proper losses damages costs and expenses suffered or incurred by
the Landlord as a result of any breach by the Tenant of the
provisions of clause 4.21.12
4.22 REGISTRATION OF DEALINGS
Within one month after the execution of any assignment or underlease
permitted under this Lease or any assignment of such underlease or
after any devolution by will or otherwise of the Term or after any
other dealing with this Lease to supply a certified copy of the deed
or instrument effecting the same to the Landlord and to pay such
reasonable and proper fee as the Landlord may require for registration
4.23 RELETTING AND SALE BOARDS
To permit the Landlord or its agents within the last six months of the
Term after reasonable written notice has been given to the Tenant to
enter upon the Premises and to affix upon any suitable part a notice
board for reletting or selling the same and not to remove or obscure
the same and to permit all persons authorised in writing by the
Landlord or its agents to view the Premises during reasonable hours in
the daytime
13
4.24 COSTS OF LICENCES AND NOTICES AS TO BREACH OF COVENANT
To pay on demand and indemnify the Landlord against all reasonable and
proper costs charges and expenses (including professional fees (and
for the avoidance of doubt the costs of any environmental reports or
audits)) incurred by the Landlord arising out of or incidental to any
application made by the Tenant for any consent or approval of the
Landlord or any breach of the Tenant's covenants or the preparation
and service of a schedule or interim schedule of dilapidations or any
notice which the Landlord may serve on the Tenant whether served
before or after the determination of this Lease (including a notice
under Section 146 of the Law of Property Act 1925) requiring the
Tenant to remedy any breach of any of its covenants or arising out of
or in connection with any proceedings referred to in Section 146 or
147 of that Act notwithstanding that forfeiture may be avoided
otherwise than by relief granted by the Court
4.25 INDEMNITY
To be responsible for and to indemnify the Landlord against:
4.25.1 all damage loss or injury occasioned to the Premises or any
adjoining premises or to any Conducting Media or to any person or
chattel (whether or not upon the Premises) caused by any act
default or negligence of the Tenant or any undertenant or the
servants agents licensees or invitees of either of them or by
reason of any defect in the Premises and
4.25.2 all reasonable and proper losses damages costs expenses claims
and proceedings incurred by or made against the Landlord arising
out of any breach by the Tenant of any of its obligations arising
by virtue of this Lease
4.26 VAT
To pay to the Landlord upon demand any value added tax chargeable
upon:
4.26.1 any supply made by the Landlord to the Tenant pursuant to this
Lease so that all consideration for any such supply is exclusive
of value added tax
4.26.2 any supply where pursuant to this Lease the Tenant is required to
pay to the Landlord any sum in respect of any costs fees expenses
or other expenditure or liability (of whatever nature) in
connection with that supply except to the extent that any such
value added tax may be recoverable by the Landlord from H M
Customs & Excise PROVIDED that where the VAT supply relates
partly to the Premises and partly to other property then the
Tenant's covenant is a covenant to pay to the Landlord a proper
proportion of that sum
4.27 DEFECTS
To inform the Landlord immediately in writing of any defect in the
Premises which might give rise to a duty imposed by common law or
statute on the Landlord and to indemnify the Landlord against all
actions costs claims and liabilities suffered or incurred by or made
against the Landlord in respect of the Premises under the Defective
Premises Xxx 0000
4.28 FLOOR LOADING
14
Not to overload the flooring of the Premises or impose upon any part
of the structure a strain greater than that which it is designed or
able to maintain
4.29 COSTS OF PARTY ITEMS
In so far as the Tenant is not obliged to contribute to the costs of
the same under any other provision of this Lease to pay a fair and
proper proportion of the expense (including any professional fees) of
repairing rebuilding painting maintaining cleaning and lighting all
party structures and all roofs conducting media boundary structures
forecourts yards roads ways entrances passages staircases balconies
and other amenities or things the use or benefit of which is common to
the Premises and any adjoining or neighbouring premises such
proportion to be determined by the Landlord's Surveyor whose
determination shall (save in the case of manifest error) be final and
binding on the Tenant
4.30 PROHIBITED USES
Not to use or carry out from the Premises or any part thereof any
electroplating panel beating or spray painting
5. LANDLORD'S COVENANTS
The Landlord covenants with the Tenant (but so that no liability shall
attach to the Landlord in respect of any breach by the Landlord of its
obligations under this Lease after the reversion immediately expectant on
the determination of the Term has ceased to be vested in the Landlord):
5.1 QUIET ENJOYMENT
That the Tenant performing and observing the covenants conditions and
agreements contained in this Lease shall and may peaceably and quietly
hold and enjoy the Premises during the Term without any lawful
interruption or disturbance by the Landlord or any person rightfully
claiming through or under it
5.2 INSURANCE
At all times during the Term to keep the Premises insured together
with 3 years Loss of Rent for the Landlord's benefit in the Full
Reinstatement Value against the Insured Risks and its liability to
third parties and if the Premises are damaged or destroyed by any of
the Insured Risks the Landlord will as soon as reasonably possible
expend the insurance proceeds which it receives to repair or reinstate
the Premises using such materials as are then appropriate subject to
all necessary consents and licences being obtained and will make up
any deficiency in the insurance proceeds out of its own monies
Provided that:
5.2.1 the Landlord's obligations under this covenant shall cease if the
insurance shall be rendered void or voidable or the policy moneys
withheld in whole or in part by reason of any act or default of
the Tenant or any undertenant or any of their respective
employees contractors licensees or invitees
15
5.2.2 if the Premises are destroyed or so seriously damaged by any
Insured Risk as to require (in the opinion of the Landlord's
surveyor whose decision shall be final and binding upon the
parties) substantial reconstruction then the Landlord may at any
time within six months give notice in writing to determine this
Lease and immediately upon the expiry of that notice this demise
shall determine but without prejudice to the rights and remedies
of any party against any other in respect of any antecedent claim
or breach of covenant and all insurance money shall be the
absolute property of the Landlord
5.2.3 if the Premises following any destruction or damage shall not
have been repaired reinstated or replaced in accordance with the
foregoing covenants so as to render the Premises it for
occupation or use within a period of two years eleven months from
the date of destruction or damage the Tenant may thereafter by
giving one month's notice in writing determine this Lease but
without prejudice to the rights of either party in respect of any
antecedent claim or breach of covenant and all insurance money
shall be the absolute property of the Landlord
5.3 INSURANCE DETAILS
To provide upon written request from the Tenant but not more than once
in any twelve month period details of the policy under which the
Premises are insured including sufficient details of the Insured Risks
5.4 SERVICES
Subject to payment by the Tenant of the Tenant's Proportion of the
Service Charge in respect of the matters referred to in Part 1 of the
Fifth Schedule and the sums payable in accordance with Part 2 of the
Fifth Schedule the Landlord shall use all reasonable endeavours to
provide the services as specified in the Fifth Schedule as it
considers desirable or necessary in accordance with good estate
management and notwithstanding the provisions of clause 4.6 of this
Lease subject as aforesaid the Landlord shall maintain and repair the
Parking Area and subject to payment by the Tenant of the sums payable
pursuant to clause 4.15 of this Lease the Landlord shall maintain the
roadway known as Aberdeen Avenue to the extent referred to in clause
4.15
6. CONDITIONS
Provided always and it is hereby agreed and declared as follows:
6.1 RE-POSSESSION ON TENANT'S DEFAULT
If at any time during the Term:
6.1.1 the rents reserved by this Lease or any of them or any part of
them shall be in arrear for fourteen days after the same shall
have become due (whether legally demanded or not) or
6.1.2 the Tenant shall at any time fail or neglect to perform or
observe any of the covenants conditions or agreements on its part
to be performed and observed contained in this Lease or in any
licence approval or consent given by the Landlord to the Tenant
in relation to
16
the Premises or in any other deed supplemental to this Lease or
by which this Lease may be varied
6.1.3 the Tenant either shall (being a corporation) have an application
made for an administration order (whether or not at its instance)
or enter into liquidation whether compulsory or voluntary (not
being a voluntary liquidation for the purpose of reconstruction
only) or (being an individual) become bankrupt or
6.1.4 the Tenant shall make any arrangement or composition with
creditors or suffer any distress or execution to be levied on
property of the Tenant or have an encumbrancer take possession or
a receiver appointed in respect of the same
then and in any such case it shall be lawful for the Landlord (or any
person or persons duly authorised by it in that behalf) to re-enter
into or upon the Premises and thereupon the Term shall absolutely
cease and determine but without prejudice to the rights and remedies
of the Landlord in respect of any antecedent breach by the Tenant of
any of the covenants conditions or agreements contained in this Lease
6.2 BENEFIT OF INSURANCE AND ABATEMENT OF RENT
6.2.1 The benefit of all insurance effected by the Landlord under this
Lease or otherwise in respect of the Premises shall belong solely
to the Landlord but if the Premises or any part of them shall at
any time be destroyed or damaged by any of the Insured Risks so
as to be unfit for occupation or use then and in every such case
(unless the Landlord's policy of insurance in relation to the
Premises shall have been rendered void or voidable or the policy
moneys withheld in whole or in part by reason of the act default
or omission of the Tenant or any undertenant or any of their
respective employees contractors licensees or invitees) the rent
first reserved by this Lease or a fair and just proportion
thereof according to the nature and extent of the damage
sustained shall be suspended and cease to be payable until the
Premises shall have been repaired or reinstated and made fit for
occupation or use in accordance with clause 5.2
6.2.2 No account shall be taken of damage in relation to any alteration
or improvement to the Premises carried out otherwise than by the
Landlord unless such alteration or improvement has in fact been
taken into account in effecting both the insurance of the
Premises and the insurance in respect of the Loss of Rent
6.2.3 Any dispute between the Landlord and the Tenant concerning the
proportion or duration of the suspension or cesser shall be
determined by an arbitrator appointed in default of agreement
between the Landlord and the Tenant on the application of either
of them by the President of the Royal Institution of Chartered
Surveyors and any such reference shall be a submission to
arbitration within the Arbitration Xxx 0000
6.3 NOTICES
The provisions of Section 196 Law of Property Act 1925 (as amended)
shall apply to the giving and service of all notices and documents
under or in connection with this Lease;
17
6.4 CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999
Unless expressly stated nothing in this Lease will create any rights
in favour of any person pursuant to the Contracts (Rights of Third
Parties) Xxx 0000
6.5 TEMPORARY CLOSURE OF SERVICES AND RIGHTS
Upon forty-eight hours' prior written notice (except no notice shall
be required in the case of emergency) the Landlord may temporarily
withdraw any of the services referred to in Part 1 to the Fifth
Schedule or close the rights contained in paragraphs 1 and 3 of Part 1
of the Second Schedule (provided always the Landlord uses all
reasonable endeavours to maintain access to the Premises at all
relevant times and will use all reasonable endeavours to ensure that
such repair or maintenance work is confined to the weekends and not
carried out during normal business hours Monday to Friday) to permit
the carrying out of any repairs maintenance or works by it or any
person authorised by it and in such circumstances the Tenant shall
have no claim against the Landlord in connection with any such
withdrawal the Landlord procuring that the person carrying out such
works endeavouring to keep such closure or withdrawal to the minimum
reasonably required but the Landlord shall use its reasonable
endeavours to restore such services as soon as practicable;
6.6 LIMITATION OF LIABILITY OF LANDLORD
Notwithstanding anything contained in this Lease the Landlord shall
not be liable for
6.6.1 any interruption in the Services referred to in Part 1 of the
Fifth schedule to this Lease by reason of any lack of repair or
maintenance of any plant equipment or other machinery or
apparatus or any damage or destruction thereof due to a cause
beyond the reasonable control of the Landlord by reason of
mechanical or other defect or breakdown or freezing or other
inclement conditions or shortage of fuel labour or materials but
the Landlord shall use its reasonable endeavours to restore such
services as soon as practicable
6.6.2 any injury or loss of or damage to the goods and chattels of the
Tenant or lawful occupier of the Premises by reason of any act
omission or negligence of any servant or agent of the Landlord or
of any other person where such person is not under the control or
direction of the Landlord
6.7 ENGLISH LAW
This deed shall be governed by and construed in all respects in
accordance with English law and its parties submit themselves to its
jurisdiction of the English Courts. Nothing contained in this deed
shall limit the rights of any party to take proceedings against any
other party in any other court of competent jurisdiction nor shall the
taking of proceedings in one jurisdiction preclude its taking of
proceedings in any other jurisdiction whether concurrently or not.
7. RENT REVIEW
7.1 In this clause:
"ASSUMPTIONS"
means the assumptions that:
(a) the Premises are in good and substantial repair and
condition
(b) the Landlord the Tenant and any sub-tenant have complied
with all their respective covenants and obligations imposed
by this Lease on each of them
(c) all parts of the Premises are fit and ready for use for the
Permitted Use
18
(d) the rent at which the Premises could reasonably be expected
to be let is that which would be payable after the expiry of
any rent free period or after the receipt of such other rent
concession or inducement (in each case for fitting out
purposes) as may be negotiated in the open market between a
landlord and a tenant upon a letting of the Premises
(e) no work has been carried out on the Premises during the Term
which has diminished the rental value of the Premises and
(f) any damage to or destruction of the Premises or any means of
access to them has been fully reinstated
"CURRENT RENT"
means the yearly rent reserved by this Lease (disregarding any
suspension of rent under any other provision of this Lease) as
varied from time to time pursuant to this clause
"MATTERS TO BE DISREGARDED"
means each of the following matters so far as they may affect
rental value:
(a) the fact that the Tenant or any sub-tenant has previously
been in occupation of the Premises
(b) any goodwill attaching to the Premises by reason of the
carrying on of the business of the Tenant or any sub-tenant
at the Premises and
(c) any improvement to the Premises carried out during the Term
by the Tenant or any sub-tenant other than improvements
effected at the expense of the Landlord or pursuant to any
obligation to the Landlord whether under the provisions of
this Lease or any other deed or document
(d) the provisions of clause 4.6
(e) the Tenant's obligation to reinstate
"NEW RENT"
as at any Review Date means the higher of:
(a) the Current Rent immediately before that Review Date and
(b) the Rental Value as at that Review Date
"PRESIDENT"
means the President for the time being of the Royal Institution
of Chartered Surveyors or any other body reasonably specified by
the Landlord
"RENTAL VALUE"
as at any Review Date means the open market rental value of the
Premises as described in the First Schedule at that Date:
(a) as agreed by the Landlord and the Tenant or
(b) as determined by a Valuer pursuant to the provisions of this
clause
19
"VALUER"
means a chartered surveyor who has at least five years'
experience of practice in property of the nature and type of the
Premises and who is acquainted with the market in the area in
which the Premises are located
7.2 The New Rent shall be payable from and including each Review Date
7.3 If the Landlord and the Tenant do not agree upon the amount of the
Rental Value by a date being three months before the relevant Review
Date either the Landlord or the Tenant may require the Rental Value to
be determined by a Valuer
7.4 Both the Landlord and the Tenant may require the Rental Value to be
determined by a Valuer even if no attempt has been made to agree the
Rental Value
7.5 Where the Rental Value is to be determined by a Valuer and the
Landlord and the Tenant do not agree as to his appointment within
seven days of either of them putting forward a nomination to the other
such Valuer shall be appointed at the request of either party by the
President
7.6.1 The Valuer shall act as an expert and not as an arbitrator and
his decision (including any decision as to the costs of such
determination) shall be final and binding on the parties. The
costs of appointment and fees of the Valuer shall be paid in such
proportion as the Valuer directs or if no direction is made then
equally by the Landlord and the Tenant
7.6.2 The Valuer shall upon appointment either by the parties or the
President be required upon his determination to provide a
reasoned award to the Landlord and the Tenant
7.7 Notwithstanding that the Valuer shall act as an expert the Landlord
and the Tenant shall each be entitled to make representations and
counter-representations to such Valuer a copy of which shall be
supplied by the Valuer to the other of them and in making an award as
to costs the Valuer shall have regard to the representations and
counter-representations made to him
7.8 The Valuer shall determine the Rental Value as the yearly open market
rack rental value at which the Premises might reasonably be expected
to be let with vacant possession in the open market by a willing
lessor to a willing lessee for a term of years equal in length to the
balance unexpired of the Term as at the relevant Review Date and on
the terms and conditions of a lease which are otherwise the same as
this Lease except as to the actual amount of the Current Rent and the
date on which the term commences and making the Assumptions but taking
no account of the Matters to be Disregarded
7.9 If by the relevant Review Date the New Rent has not been ascertained
(whether or not negotiations have commenced) the Tenant shall continue
to pay the Current Rent on each day appointed by this Lease for
payment of Rent until the New Rent has been ascertained and upon such
ascertainment of the New Rent the Tenant will pay to the Landlord as
arrears of rent an amount equal to the difference between the New Rent
and the Current Rent actually paid for the period since the relevant
Review Date together with interest on the difference at four per
centum below the Prescribed Rate
20
7.10 In no event shall the yearly rent payable by the Tenant to the
Landlord after the relevant Review Date be less than the yearly rent
payable by the Tenant to the Landlord immediately before such relevant
Review Date
7.11 A memorandum in the form set out in the Fourth Schedule of any
increased rent determined pursuant to this clause 7 shall as soon as
may be after such determination be prepared in duplicate and signed by
or on behalf of the Landlord and Tenant and attached to this Lease
with each party bearing their own costs
8. SURETY
In consideration of this demise being made at the Surety's request the
Surety covenants with the Landlord in the terms set out in the Third
Schedule
IN WITNESS of which this Lease has been executed and is delivered as a deed on
the date appearing as the date of this Lease
FIRST SCHEDULE
Description of the Building and Fixtures
The schedule annexed to this Lease headed "The First Schedule"
21
SECOND SCHEDULE
Part 1 - The Rights
1. The right in common with the Landlord and all other persons now or at any
time after the date of this Lease similarly entitled to pass at all times
and for all purposes connected with the proper use of the Premises in
accordance with this Lease:
1.1 with or without vehicles over the land shown hatched xxxxx on the Plan
and
1.2 on foot only over the land shown hatched purple on the Plan
2. The free and uninterrupted passage and running of water soil gas
electricity and telephone or any other service or supply through the
Conducting Media now or which hereafter serve the Premises and which run
through under or over the Estate or the neighbouring land of the Landlord
3. The right of support and protection for the benefit of the Premises as is
now enjoyed from all other parts of the Estate
4. The right in common with the Landlord and all other persons to use (subject
to available capacity) the cycle parking areas on the ground floor of the
Car Deck marked "cycles" on the Plan for the purposes of parking pedal
cycles
Part 2 - The Exceptions and Reservations
1. To the Landlord and all others authorised by it the free and uninterrupted
passage and running of water soil gas electricity and telephone or any
other service or supply from the other buildings and land of the Landlord
and its tenants adjoining or near the Premises and from the land and
premises of others so authorised as aforesaid through the Conducting Media
which are now or may hereafter be in through under or over the Premises
2. To the Landlord and all others authorised by it the right at all times to
enter the Premises with all necessary equipment for the purposes of:
2.1 carrying out repairs maintenance or works in relation to the Parking
Area
8.1 laying constructing installing replacing repairing maintaining or
altering any Conducting Media now or hereafter in through under or
over the Premises or any adjoining property or making connections to
any such Conducting Media
2.3 carrying out inspections of or tests to any such Conducting Media and
doing such other things in relation to any Conducting Media which
directly or indirectly serve or are connected to other premises or the
Landlord considers proper to ensure such Conducting Media are in good
working order and condition
2.4 exercising any of the rights of the Landlord contained in this Lease
22
the Landlord making good any damage caused by the exercise of this right
and in accordance with clause 4.9 of this Lease
3. To the Landlord full right and liberty at any time hereafter or from time
to time to execute works and erections upon or to alter or rebuild any of
the buildings erected on any neighbouring property of the Landlord and to
use such property and each part of it in such manner as the Landlord may
think fit notwithstanding that the access of light and air to the Premises
may thereby be interfered with
4. To the Landlord and all others the tenants and other occupiers of other
parts of the Estate the right of support and protection from the Premises
THIRD SCHEDULE
Obligations of the Surety
1. If at any time during the Term the Tenant shall not pay any of the rents or
other sums payable under this Lease or perform and observe any of the
covenants conditions or other terms of the Lease the Surety shall pay such
rents or other sums or observe or perform such covenants conditions or
other terms
2. By way of separate and additional liability and notwithstanding that the
guarantee in paragraph 1 may be unenforceable or invalid for any reason the
Surety indemnifies the Landlord against all reasonable and proper losses
damages costs and expenses suffered or incurred by the Landlord arising out
of or in connection with any failure by the Tenant to pay any of the rents
and sums or to perform and observe any of the covenants conditions or other
terms referred to in paragraph 1
3. If:
3.1 the Tenant shall be wound up or (being an individual) become bankrupt
and its liquidator or trustee in bankruptcy shall disclaim this Lease
or
3.2 the Tenant shall cease to exist or shall die or
3.3 this Lease shall be forfeited
(the date on which such event occurs being called the "Relevant Date") the
Landlord may within three months after the Relevant Date by notice in
writing require the Surety to accept a lease of the Premises for a term
commencing on the Relevant Date and continuing for the residue then
remaining of the Term at the same rents and with the same covenants and
conditions as are reserved by and are contained in this Lease and in such
case the Surety shall take such lease accordingly and execute a counterpart
of it and pay all costs and duties in relation to it
23
4. The Surety undertakes with the Landlord that;
4.1 its obligations to the Landlord are primary obligations and it is
jointly and severally liable with the Tenant (both before or after any
disclaimer by a liquidator or trustee in bankruptcy) for the
fulfilment of all the Tenant's covenants and obligations
4.2 the Surety shall not claim in any liquidation bankruptcy
administration receivership composition or arrangement of the Tenant
in competition with the Landlord and that the Surety shall remit to
the Landlord the proceeds of all judgements and all distributions
which the Surety may receive from any liquidator trustee in bankruptcy
administrator administrative receiver or supervisor of the Tenant and
shall hold for the benefit of the Landlord all security and rights the
Surety may have over assets of the Tenant while any liabilities of the
Tenant or the Surety to the Landlord remain outstanding and
4.3 if the Landlord shall not require the Surety to take a new lease of
the Premises the Surety shall nevertheless upon demand pay to the
Landlord a sum equal to the rent first reserved under this Lease and
all other sums that would have been payable under this Lease in
respect of the period from and including the Relevant Date until the
expiry of twelve months after such date or until the Landlord shall
have granted a lease of the Premises to a third party (whichever shall
first occur) in addition and without prejudice to the Surety's other
obligations to the Landlord
5. The Surety waives any right to require the Landlord to proceed against the
Tenant or to pursue any other remedy of any kind which may be available to
the Landlord before proceeding against the Surety
6. The liabilities of the Surety under this Schedule shall not be affected by:
6.1 the granting of time or any other indulgence or concession to the
Tenant or any compromise or compounding of the Landlord's rights
6.2 the Tenant being in liquidation or (as the case may be) declared
bankrupt
6.3 any variation in the terms and conditions of this Lease
6.4 any delay in exercising or failure to exercise or other exercise
(including re-entry under clause 6.1) of any of the Landlord's rights
against the Tenant
6.5 any refusal by the Landlord to accept rent tendered by or on behalf of
the Tenant following a breach by the Tenant of its obligations under
this Lease
6.6 any legal limitation or any immunity disability or incapacity of the
Tenant (whether or not known to the Landlord) or the fact that any
dealings with the Landlord by the Tenant (including the acceptance by
the Tenant of this Lease) may be outside or in excess of the powers of
the Tenant or
6.7 any other thing (including the expiration or sooner determination of
the Term or any such disclaimer or the death of the Surety (or any of
the persons comprising the Surety) or (in relation to one or more of
such persons) the discharge of the other person or persons)
24
whereby (but for this provision) the Surety or any of them would be
exonerated either wholly or in part from any of the Surety obligations
hereunder
FOURTH SCHEDULE
Rent Review Memorandum
[Premises]
Lease dated [ ] between
[ ]
Pursuant to the above Lease [ ] as Landlord and [ ] as Tenant
record that the yearly rent has been increased to the sum of L[ ] with
effect from [relevant Review Date]
Dated: [ ]
Signed
--------------------------------
Landlord/Tenant
FIFTH SCHEDULE
Part 1 - Service Charge for the Development
Heads of Expenditure
All reasonable and proper costs and liabilities which the Landlord (which in
this Schedule shall where the context admits include any other company which is
a member of the same group of companies as the Landlord) incurs or becomes
liable to pay or discharge in connection with the Development in respect of:
1. The repair decoration maintenance renewal rebuilding cleaning upkeep
of the Common Parts and roadways and footpaths respectively shown
hatched xxxxx and hatched purple on the Plan but excluding the roadway
known as Aberdeen Avenue being situate external to the Development
2. The lighting of the Common Parts or other parts of the Development as
determined from time to time by the Landlord
3. Repairing maintaining and renewing any Conducting Media in or for any
part of the Estate to the extent that they are not the responsibility
of any tenant of the Landlord on the Estate or of a statutory
undertaker or do not exclusively serve premises occupied by a tenant
25
4. The payment of rates taxes charges duties assessments impositions and
outgoings of any kind whether parliamentary parochial local or of any
other description now or hereafter imposed or charged upon or payable
in respect of the Common Parts or the Estate
5. Compliance with all statutes bye-laws regulations and the requirements
of all competent authorities and of the insurers in relation to the
Development in force from time to time insofar as the same are not the
responsibility of the Tenant under this Lease or any other tenant by
reason of the demise to it of any other part of the Development
6. The inspection of the Development by the Landlord's Surveyor as may be
reasonably necessary
7. The periodical carrying out of works or provision of services of any
kind which the Landlord may reasonably deem desirable or necessary in
accordance with good estate management for the purpose of maintaining
the Development and of the provision of any services not specifically
set out in this Part reasonably provided by the Landlord from time to
time for the better enjoyment or use of the Development by the Tenant
and any other tenant of any other part of the Development PROVIDED
ALWAYS that the Landlord may at any time add to any expenditure any
reasonable depreciation or other allowance or provision for future
anticipated expenditure in connection with the services set out in
this Schedule
8. Any removal of refuse from time to time from the Development (not the
responsibility of the Tenant) and pest control provided always the
Tenant shall be responsible for all refuse in respect of the Premises
9. Employing such reasonable numbers of staff and contractors whether
directly or otherwise in connection with the performance of the
Landlord's obligations under this Lease and the provision of services
to the Development and all other proper incidental expenditure in
relation to such employment including (but without limitation) the
making of statutory and other reasonable insurance health pension and
welfare payments contributions and premiums and other reasonable
payments that the Landlord may at its reasonable discretion deem
desirable or necessary and the reasonable costs of provision of
uniforms working clothes tools appliances cleaning and other materials
and equipment for the proper performance of their duties
10. The reasonable and proper fees charges and expenses and commissions
payable to any solicitor accountant valuer architect surveyor engineer
and managing agent who the Landlord may from time to time employ in
connection with the management repair and maintenance of the
Development and the provision of services including (but not by way of
limitation) and the preparation of service charge accounts in relation
to the services listed in this Part PROVIDED THAT where the Landlord
undertakes any function which could or would normally be undertaken by
a managing agent the Landlord shall be entitled to a reasonable fee
which shall not exceed 12% of the Service Charge in any Service Charge
Period
11. Providing and maintaining fire fighting equipment as the Landlord may
from time to time consider reasonably appropriate
12. The provision of security and security devices as the Landlord may
from time to time consider reasonably appropriate
13. The provision of upkeep of and tending and stocking of any of the
Landscaped Areas
26
14. The provision at the discretion of the Landlord of a fund or funds to
cover future costs in carrying out repairs renewals decorations
replacements and all other work to the Development and also in respect
of all plant equipment fixtures and fittings and the like
15. The provision and replacement of signage within the Common Parts
16. The rates gas electricity water drainage telephone charges the cost of
fuel and all other incidental expenses of the provision of the
services to the Development
17. All insurances of whatsoever nature relating to the Common Parts and
all plant and equipment therein or thereon
18. Any Value Added Tax payable on any of the costs referred to in this
Schedule in accordance with clause 4.26 of this Lease
19. Carrying out works or services of any kind whatsoever for the purposes
of maintaining or improving the services in or for the Premises and/or
the Development and/or the Common Parts
Part 2 - Calculation of the Service Charge and the costs of services provided
to the Development
1.1 The Landlord shall as soon as practicable after the end of each
Service Charge Period:
(1) prepare an account or accounts giving particulars of the Service
Charge and the costs of services provided to the Building for
that Period and showing the Tenant's Proportion of the Service
Charge and of the Tenant's part the costs of services provided to
the Building; and
(2) supply to the Tenant a copy of such account or accounts
1.2 Upon such account or accounts being certified by the Landlord's
Surveyor acting in good faith it shall be conclusive evidence for the
purposes of this Lease of all matters of cost referred to in it save
in the case of manifest error.
2.1 Advance payments on account of the Tenant's Proportion of the Service
Charge or the Tenant's part of the costs of services provided to the
Development in respect of a Service Charge Period shall be paid to the
Landlord by the Tenant according to the reasonable estimate made by
the Landlord's Surveyor acting as expert of the amount of the Service
Charge or the amount of the costs of services to be provided to the
Development for that Service Charge Period.
2.2 Written notice of such estimate shall be promptly given to the Tenant.
2.3 Such payments shall be made by equal instalments on each of the
quarter days occurring during the relevant Service Charge Period or
(if the estimate is notified to the Tenant after such a quarter day)
on such of them as occur after such notification.
2.4 The first advance payment shall be:
27
(1) in respect of the period from the Commencement Date until the
next quarter day after the date of this Lease;
(2) paid by the Tenant on the date of this Lease; and
(3) calculated according to an estimate of the Service Charge or the
amount of the costs of services to the Development made in
accordance with paragraph 2.1 of this Part and notified in
writing to the Tenant.
3. If the Tenant's Proportion of the Service Charge or the Tenant's part
of the costs of services to the Development for a Service Charge
Period;
(1) exceeds any amounts paid by the Tenant to the Landlord as advance
payments on account thereof the amount of the excess (or the
whole proportion if no advance payments have been made) shall
(notwithstanding the expiration or sooner determination of the
Term) be paid by the Tenant to the Landlord within twenty-one
days of the supply to the Tenant of the account or accounts
pursuant to paragraph 1 of this Part; or
(2) is less than such amounts so paid the amount of the difference
shall be credited to the Tenant against the next payments of
rents due.
4. In respect of each of the Service Charge Periods in which occur the
Commencement Date and the date of the expiration or sooner
determination of the Term the Tenant shall only be obliged to pay the
Tenant's Proportion of the Service Charge and the Tenant's part of the
costs of services to the Development in respect of that part of the
Service Charge and the costs of services to the Development for that
Period as bears to the whole of that Service Charge or of the costs of
services to the Development (as appropriate) the same proportion that
the number of days of the Term occurring in the relevant Period bears
to 365
SIXTH SCHEDULE
Cubist Pharmaceuticals UK Limited
000 Xxxxxxx Xxxx
Xxxxxx
Xxxxxxxxx
XX0 0XX
2002
Dear Sirs
BUILDING 595 (POSTAL [ ]) BATH ROAD TRADING ESTATE SLOUGH
With regard to Clause 4.13.5 of the Lease of even date herewith, it is confirmed
that the aim of the Audit is to ensure that the occupier has complied with
statutory regulations in order that the potential for:-
1. Environmental damage to the building, land and ground water is eliminated.
2. Environmental liability is avoided.
28
3. Nuisance to any adjoining occupier is minimised.
The Audit will comprise a site walk over inspection, an audit of sample
documentation with discussions with on site personnel, but it will not include
any testing or intrusive investigations.
The aspects to be covered by the Audit include the delivery storage and disposal
of any potentially contaminative materials and compliance with statute and
licensing regulations/consents.
The report to be provided shall summarise the survey findings and specifically
identify any concerns and the measures required to rectify them in order of
importance and priority. Any measures identified shall be carried out pursuant
to clause 4.13.8 of the Lease
Please confirm acceptance of the provisions of this side letter, by signing and
returning the duplicate copy herewith.
Yours faithfully
Director
For and on behalf of
Slough Trading Estate Limited
29
DRAFT FIRST SCHEDULE
BUILDING NO. 595 ALL SUBJECT TO MEASUREMENT
BATH ROAD AND AMENDMENT UPON
TRADING ESTATE COMPLETION OF WORKS
SLOUGH
A three storey office building with roof top plant room measuring overall
approximately m ( ' ") x m ( ' ") with approximate floor to floor heights of
4.25 m (13' 11") and providing net internal floor areas of:
GROUND FLOOR OFFICES m (POWER OF 2) (SQ. FT.)
FIRST FLOOR OFFICES m (POWER OF 2) (SQ. FT.)
SECOND FLOOR OFFICES m (POWER OF 2) (SQ. FT.)
-----------------------------------------------------------------
TOTAL m (POWER OF 2) (SQ. FT.)
FRAME
Structural steel framework or in situ reinforced concrete with all steel columns
and beams fire protected with intumescent paint where supporting floors. Painted
finish where exposed.
All to structural engineer's design and specification
ROOF
Comprising twin skin insulated metal decking of embossed aluminium, raised seam
external sheet on metal spacers on dense acoustic board on coated galvanised
steel profiled inner sheets. Mineral wool insulation between sheets and inner
sheets with all joints sealed. All on galvanised steel purlins.
Canopy with underlining of feature profiled colour coated metal sheeting.
Roof drained via uPVC or galvanised steel rainwater pipes with rodding access.
Safety access systems are provided to all roof areas.
EXTERNAL WALLS
General: South elevation consists of curtain xxxxxxx framing containing glazed
vision areas, and mill finish aluminium faced insulated spandrel panels covered
with aluminium rainscreen feature panels with a natural anodised finish. North,
east and west elevations consist of glazed vision areas and reconstituted stone
cladding panels.
Schuco or similar curtain xxxxxxx/windows consisting of aluminium framing which
is self draining, thermally broken and pressure equalised. All exposed aluminium
has a natural anodised finish. Sealed unit double glazing to vision areas
consist of clear glass outer pane, cavity and clear glass inner panel. Glazing
incorporates ceramic fritting modesty areas and is toughened as required. The
curtain xxxxxxx to the main entrance area is double glazed with low 'E' clear
glass in an aluminium framing system and steel sub-frame.
Page 1
Reconstituted stone cladding of modular reinforced concrete construction with an
exposed aggregate surface, integral insulation and stainless steel fixings.
Painted steel support column to canopy.
Plant room screening consists of a louvre cladding system on steel posts with
blockwork backup walls where required.
The main entrance door to front is a proprietary single glazed revolving door
housed in a glazed drum and canopy with security locking. Matching glazed in
letter plate adjacent. Secondary escape door to front and 1 1/2 leaf escape door
from rear consist of sealed unit double glazing in matching aluminium framework.
Internal statutory signage and panic release furniture/security locking.
ATRIUM
The curtain xxxxxxx to the main entrance area reception atrium space internally
and externally consists of Schuco (or similar) structural glazing system double
glazed with clear glass. All toughened glass heat soaked and with low 'E' clear
coating.
EXTERNAL AREAS
Access roads and car parks generally in bituminous macadam with suitable
sub-base to lorry access areas. x no. car park spaces and access road to the
front (south) of the building finished in concrete block paving. x no. car
spaces and access to north. Car park spaces to rear marked with white
thermoplastic lining and with contrasting colour pavers to the front.
An insitu concrete frame deck car park is provided to the rear with stone mastic
asphalt surfacing and reconstituted stone cladding, silver kassette panel
cladding or good quality insitu concrete finish with galvanised steel or Armco
barrier protection within. Lighting column mounted luminaires to top level
providing average 20 lux and vapour proof fluorescent xxxxxx fittings to lower
level providing average 50 lux.
Pedestrian access by 2 no. galvanised steel spiral stairs. Vehicle access to the
upper level by a reinforced concrete ramp at approximately 1 in 7 slope with
mastic asphalt surface. Clear height to underside of deck car park approximately
2300mm. Common cycle parking located under the deck parking complete with
galvanised steel bike hoops for approximately 60 cycles (total).
The access road to the Bath Road frontage will be finished in block paving.
Access road to the rear car park area will be finished in bituminous macadam
capable of accepting refuse lorry loading.
The paths around the building will be paved with Marshalls mistral block paving
(or similar). Feature stone or similar paving will be laid around front
courtyard landscaped piazza.
Foul drainage is taken to the existing foul sewer system. Surface water drainage
is taken to existing surface water system and or soakaways with petrol
interceptors to car park areas as required.
1.5m high coated galvanised steel centinal fencing to boundaries. Automatic
barriers with access control to car park.
Hard and soft landscaping of shrub, tree and lawn planting, paved and gravel
areas provided around the site.
Page 2
Free standing signage to front provided for tenant's use.
1 no. enclosed bin store to west, clad and roofed with plastic coated profiled
steel with matching double door access.
Electricity sub-station and switch gear room to west of block construction clad
to match main building with steel deck roof. Concrete floor. Designated area and
duct provision for possible tenant's generator or compactor.
INTERNAL
FLOORS
Ground floor reinforced concrete slab to the office areas designed to carry a
uniformly distributed load of 15KN/m (POWER OF 2). Float finish with applied
dust sealant.
Upper floors designed to carry 3KN/m (POWER OF 2) plus 1KN/m (POWER OF 2)
allowance for partitions. Concrete beam floors with grouted joints and applied
dust sealant.
Roof plant areas of concrete floor designed for 7.5KN/m (POWER OF 2).
Office areas complete with PSA medium grade 600 x 600 steel encapsulated raised
access floor finished with commercial quality carpet tiles. Raised floor zone
approximately 250mm over all.
Toilet areas with ceramic tile finish and matching skirtings.
Cleaners cupboards floors finished with safety sheet vinyl flooring.
Reception area floor finished with reconstituted marble tiling with honed finish
dirt barrier matting (recessed) to entrance doors.
STAIRS
The main atrium feature staircase is enamel paint coated steelwork with steel
treads. Balustrading is coated steel balusters with polished stainless steel mid
rails. Alternatively toughened glass panels and polished tubular stainless steel
handrail.
The secondary staircases are of precast concrete construction
CEILINGS
The reception/atrium area has a plasterboard finish including bulkheads with
emulsion paint finish.
Office and core areas provided with proprietary suspended ceiling system with
600 x 600mm white Rockfon Plano fibre glass or similar tegular tiles in an
exposed polyester powder coated micro-look Tee grid.
INTERNAL WALLS
Page 3
Internal partition walls to office, staircases, toilets and plant duct areas of
concrete block/studwork, drylined and emulsion painted. Full height ceramic
tiling to toilets, tiled splashbacks to cleaner cupboard sinks. Matt gloss
paint/intumescent paint to steel columns.
Internal doors comprise maple veneered lacquer finish solid core flush faced
doors, fire resisting where required and complete with vision panels to
circulation areas. Ironmongery is stainless steel with matching door closers.
Statutory and gender signage to doors as necessary. Door frames, architraving
and skirtings of solid maple.
Feature wall to ground floor reception desk back drop area is finished with acid
etched or ceramic coated frameless glass xxxxxxx with silicone joints.
Riser cupboard doors and frames are matt gloss painted softwood flush with dry
lined walls. Door sets are fire resisting as necessary and with appropriate
ironmongery.
Internal aluminium framed full height clear glazed doors and screens with
stainless steel ironmongery.
WC partitions, doors and duct xxxxxxx comprising proprietary plastic laminated
panel system, complete with indicator bolts, coat hook buffer and fittings as
necessary.
ACCOMMODATION
Toilet cores are identical layout on each floor and each consisting of:-
Disabled Person W.C. - 1 no. Low level disabled person w.c.
- 1 no. Low level wall mounted wash hand basin.
- 1 no. Mirror.
- 1 no. Full set of stainless steel grab rails.
Shower Room - 1 no. Shower tray in glazed cubicle with hardwood
slatted seat.
Cleaner's cupboard - 1 no. cleaner's sink.
Male Toilet - 2 no. Low level w.c. suites with concealed cisterns in
cubicles.
- 2 no. Wash hand basins inset in vanity tops.
- 1 no. Full width mirror behind vanity top.
- 2 no. Wall mounted bowl urinals with automatic flushing
cistern at high level.
Female Toilet - 2 no. Low level w.c. suites with concealed cisterns in
cubicles.
- 2 no. Wash hand basins inset in vanity tops.
- 1 no. full width mirror behind vanity top.
All sanitaryware is in white glazed vitreous china of commercial standard
complete with hot and cold water services and connection to soil drainage as
appropriate. Plastic seats and toilet roll holder to each w.c.
Vanity units are post formed laminate faced with inset wash hand basins complete
with chrome mixer taps and fittings and full width mirrors behind.
LIFT INSTALLATION
Page 4
2 no. 10 person 800 Kg Kone Monospace and 1 no. 13 person 1000Kg Kone Monospace
lifts or equal are provided.
LIGHTNING PROTECTION
A lightning protection system is provided comprising horizontal tapes, down
conductors via steel frame and earth terminations in concrete or PVC xxxxxxxx.
All roof mounted plant and fixed metallic abutments are bonded to the system.
FIRE ALARM INSTALLATION
A comprehensive, fully addressable, manual and automatic fire alarm system is
provided in accordance with BS5839 Part 1. Cat. L1 upgradeable to Cat. L2 for
open plan office layout and including break glass points, automatic detectors
and sounders and analogue alarm panel located at the main entrance. All designed
so that the tenant can extend the system to suit his own partition layout.
ELECTRICAL INSTALLATION
A 500KVA L.V. electricity supply is provided.
Main control and protection by:-
Main low voltage distribution switchboard consisting of a cubicle panel
conforming to Form 4 type 2 and complying with BS:5486 Part 1 with rear access.
This is housed in the external electrical switchroom. Space provision within the
switchroom is made for tenant's installation of suitable switchgear for a
standby generator if required.
XPLE/SWA/LSF cables emanate from the main LV switchboard via underground cable
ducts to serve the building's electrical power requirements. Space provision for
installation of additional cables for generator support and for check metering
per floor plate is provided.
A rising electrical service provides vertical LV distribution to tenant's and
landlord's plant. Duct provision for an additional generator-support.
OFFICE AREA DISTRIBUTION
A distribution board is provided to each floor plate with spare ways for future
small power fit-out by the tenant. The distribution board also feeds a lighting
busbar in the ceiling void, from which lighting control boxes and fan-coil units
are fed. Spare ways over and above those allowed for small power fit-out
(typically 25% minimum) are provided within each distribution board and the main
switch board.
Lighting is provided throughout as follows:-
Atrium feature lighting comprising of metal halide downlighters.
Offices with 600 x 600mm recessed fluorescent luminaires withLG3 Category 2 vee
bladed reflectors providing 350-400 lux at desk top level. Controlled by
multi-gang switch plates.
Page 5
Cleaner's Cupboard with surface mounted fluorescent luminaire, toilets with
circular recessed fluorescent downlighters with PIR control, stairs with
combination of circular, recessed fluorescent downlighters and surface mounted
wall lights, all providing 200 lux at floor level.
Plant rooms with surface mounted bulkhead or fluorescent tube luminaires
providing 100 lux at floor level.
Fluorescent surface mounted sealed bulkhead luminaires provided to lift shaft
and ducts as necessary for servicing access illumination.
External quality general illumination and security flood lighting provided by
column mounted luminaires with photocell and time clock control. 10 lux average
at ground level, minimum 5 lux.
Soffit lighting to roof overhanging main entrance.
The courtyard landscape area has feature lighting.
Bin Store with external quality fluorescent tube luminaries with sealed
diffusers. Common cycle area with external quality fluorescent tube luminaires
with sealed diffusers. Sub-station, switchroom and meter cupboards with external
quality fluorescent sealed bulkhead luminaires.
Emergency lighting is provided for means of escape to BS5266 by way of self
contained maintained units to Building Regulations and Fire Officer
requirements.
Small power consisting of twin flush switched socket outlets on core walls for
general cleaning purposes only. Flush switched fused spur units for water
heaters and tenant's hand dryers. Xxxxxx socket to male toilets.
HEATING, COOLING AND VENTILATION
GENERAL OFFICE AREAS
The heating and cooling to the general office areas is provided by chassis type
ceiling void mounted fan coil units. The fan coil units supply heated/cooled air
into the office space via a ducted system through ceiling mounted 600 x 600mm
diffusers.
Low temperature hot water is supplied to the fan coil units from gas-fires
boilers and a dual head low temperature hot water pump.
Chilled water is supplied to fan coil units from packaged air cooled liquid
chiller(s) located on the roof.
FRESH AIR
Tempered fresh air is provided to the office areas by an air handling unit
located in the roof plant room. The tempered air is ducted to terminate adjacent
to each fan coil unit air intake via uninsulated ductwork.
Vitiated air passes from high level in the office through the ceiling void and
extract ductwork to the roof plant room where it is extracted to atmosphere.
Page 6
Constant temperature low temperature hot water is circulated to the air handling
units from the boilers via a pump set.
RECEPTION/ATRIUM
An air handling unit at roof level supplies heated/cooled air via insulated
ductwork to linear diffusers at first floor level to ventilate the reception
space. Extract air is drawn from the reception ceiling void back to the AHU.
Trench heaters underneath the reception facade glazing provide heating to
counteract draughts.
CENTRAL CHILLER PLANT
The central chiller plant comprises of packaged air-cooled chiller located on
the roof. A twin head pump distributes the chilled water through the chiller.
The chiller uses HFC refrigerants.
The pump circulates chilled water to the local fan coil units via insulated and
vapour-sealed metal pipework. Pipework is installed in prefabricated modules.
CENTRAL BOILER PLANT
The central boiler plant comprises two cast iron gas fired boilers.
A twin head duty/standby pump set circulates low temperature hot water from the
boilers to air handling plant and fan coil units via insulated metal pipework.
The boilers and pumps are located in a rooftop packaged plantroom.
HUMIDITY CONTROL
Space is designated within the fresh air supply air handling unit for
humidification lances to be installed by the tenant is required.
TOILETS
Toilets and showers - Each provided with dedicated twin fan extract ventilation
system. Supply air taken from the office space via ceiling mounted transfer
ducts or door grills.
AUTOMATIC CONTROLS
A BMS system monitors and controls the Mechanical Engineering Systems.
The system comprises a number of outstations and intelligent FCU controllers,
which will be connected via a LAN to a central outstation with LCD display
located in the main plantroom.
The BMS has the capability to provide the following:-
Control and fault monitoring functions provided to all central plant items. Fan
coil units are provided with stand alone direct digital controls. Mechanical
services control panels to Form 2 construction with separate sections for power
and control.
Page 7
Dedicated control of each item of plant, timed on/off switching and optimum
start control. PID valve control, high/low level alarms, trip alarms and status
conditions. A fireman's switch panel is provided for remote operation of
mechanical plant.
WATER MAINS
Incoming water main to the meter position with copper pipework connections to
water heater/boiler, sanitaryware and any mechanical services plant. Pipework
insulated as necessary and gloss painted where exposed.
Hot water is provided by a central gas fired unit located in the main plant
room.
GAS MAINS
Incoming gas main to the meter position, steel and copper pipework connection to
all gas appliances, pipework gloss painted where exposed.
TELECOMMUNICATIONS
6 no. uPVC ducts are provided entering the building at side to riser ducts for
tenant's data and telecommunication lines.
SECURITY
Wireways with draw wires are provided to all external doors for installation of
tenant's electronic locking/door release.
Ducting is provided for installation of tenant's CCTV.
Page 8
THE COMMON SEAL of )
SLOUGH TRADING ESTATE LIMITED )
was affixed to this deed in the presence of: )
Director
Director/Secretary
EXECUTED as a DEED by CUBIST )
PHARMACEUTICALS (UK) LIMITED )
acting by: )
Director
Director/Secretary
EXECUTED as a DEED by )
CUBIST PHARMACEUTICALS INC. )
acting by: )
Director
Director/Secretary
