FORM OF LEASE
DATED
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X.X. XXXXXX ESQ AND OTHERS (1)
XXXXXX & XXXX LIMITED (2)
X.X. XXXXXX AND X.X. XXXX (3)
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L E A S E
Re: premises known as Unit ____
Fountain house Cleeve Road Leatherhead Surrey
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Commencing :
Term of Years:
Expires :
Rent of
XXXXXX XXXXXXX XXXXX
000 Xxxxxx Xxxx
Xxxxxx XX0X 0XX
Ref:
Tel: 00-000 0000
1.
T H I S L E A S E made the
of
B E T W E E N :
(1) XXXXX XXXXXX XXXXXX of Clouds Hills Farm Leatherhead Road Oxshott Surrey
XXXXXX XXXXXXX XXXXXX of Xxxxxx Xxxxx Xxxx Xxxx Xxxxxxxxxxx Xxxx Xxxxxxx
Xxxxxx XX0 0XX XXXX XXXXXX of Xxxxxxxx Xxxxxxx Xxxxxxxxx Xxxxxx Xxxx
Xxxxxxxxx Xxxxxx and XXXX XXXXXX XXXXXX of Byways Rose Hill Dorking Surrey
("the Landlord")
(2) XXXXXX & XXXX LIMITED whose registered office is at Regent House First
Floor 188 High Street Xxxxxx Surrey ("the Tenant") and
(3) XXXXXX XXXXXXXXXXX XXXXXXX XXXXXX of Tanglewood Xxxxxxxx Xx. Xxxx Xxxxxxx
xxxxxx XX0 0XX and XXXXXXXX XXXXX XXXX OF 00 Xxxxxxxxxxx Xxx Xxxxxxxxxx
Xxxxxxxxx XX0 0XX ("the Sureties")
W I T N E S S E T H as follows:-
DEFINITIONS AND INTERPRETATION
1. (1) THE following expressions shall unless the context otherwise requires
have the following meanings:-
(i) "the Landlord" includes the person for the time being
entitled to
2.
the reversion immediately expectant on the determination of the term
(ii) "the Tenant" includes the Tenant's successors in title and
personal representatives and if two or more persons obligations herein
express or implied on the part of the Tenant shall apply to such
persons jointly and severally
(iii) "the Sureties" shall include if any Surety is an individual
his personal representatives
(iv) "the demised premises" means the premises demised by Clause
2(1) and any part thereof
(v) "Plan 1" means the plan annexed hereto and marked Plan 1 and
"plan 2" means the plan annexed hereto marked Plan 2 and anything
referred to herein as shown on the said plans or either of them is so
shown for identification only
(vi) "The Building" means the building of which the demised
premises form part including all alterations and improvements to such
building and all plant equipment machinery fittings and
3.
furnishings now or hereafter on or about it and not included in any
demise thereof
(vii) "the Property" means the Landlord's property known as
Fountain House and shown edged red on Plan 2 upon which the Building
is erected
4.
[PICTURE OF LEASED PREMISES]
5.
(viii) "utilities" means and includes foul and surface water
drainage electricity gas water telephone heating ventilation air
conditioning the passage of smoke and fumes and all other utilities
and services and facilities from time to time provided or capable of
being provided to the Building the demised premises or any other
material premises
(ix) "conducting media" means and includes sewers drains
watercourses pipes wires vents chimneys ducts shafts cables cisterns
tanks gutters radiators meters sanitary and water apparatus and all
other conducting media or apparatus for the provision of utilities
(x) "the term" means the term of years granted by Clause 2(1)
together with the period of any extension or holding over thereof
whether by statute or at common law
(xi) "the commencement date" means the date expressed in Clause
2(1) as the commencement of the term
(xii) "the insured risks" means fire storm tempest lightning
explosion flood
6.
burst pipes impact and (in peacetime) aircraft and articles dropped
therefrom riot civil commotion malicious damage and such other
insurable risks as the Landlord may require (including provision for
the cost of demolition removal of debris temporary works professional
fees and disbursements and other incidental expenses) together with
loss of rent for such period (being not less than two years) as the
Landlord may require having regard to the likely period required for
reinstatement in the event of partial or total destruction
(xiii) "Unit" "the Common Areas" "the service charge" and "service
charge period" shall have the meanings assigned to them in the Second
Schedule
(xiv) "services" means and includes any services or other
obligations or things provided or performed by the Landlord which fall
within the scope of the service charge
(xv) "the Tenant's proportion of the service charge" means the
part of the service charge for which the Tenant
7.
is liable which shall be one sixth of the total of the service charge
(xvi) "Notice" means a notice in writing to the Tenant forty-eight
hours before any entry is made on the demised premises PROVIDED THAT
in the case of an emergency no notice shall be required
(xvii) "the prescribed rate" means four percent per annum above the
Base Rate of The Royal Bank of Scotland plc (or such other Clearing
Bank as the Landlord shall nominate) for the time being
(xviii) "the Planning Acts" means the Town and Country Planning Acts
1971 to 1974
(xix) "this Lease" means these presents whether the same are a
head lease or an inferior lease of any degree
(xx) "relevant review date" "reviewed rent" "the Surveyor" "the
said interval" and "the shortfall" shall have the meanings assigned to
them in Clause 6
(xxi) "the Landlord's Surveyor" shall mean any person or firm
appointed by or acting for the Landlord (including
8.
an employee of the Landlord) to perform the function of a surveyor for
any purpose of this Lease
(2) References to any statute herein shall be deemed to refer to any
statutory extension modification or re-enactment thereof for the time being
in force and any regulations or orders made thereunder
(3) Where in this Lease any act is prohibited the Tenant shall not allow
permit or suffer such act to be done
(4) Words importing the singular number shall include the plural and vice
versa and words importing the masculine or neuter gender shall include all
or any of the masculine feminine and neuter genders
(5) The headings herein shall not affect the construction of this Lease
PREMISES DEMISED, HABENDUM, REDDENDUM
2. (1) THE Landlord hereby demises unto the Tenant ALL THAT Part of the First
Floor of the Building shown on Plan 1 and thereon edged red and known as
Unit ___ Fountain House and more specifically described in the First
Schedule hereto TOGETHER WITH the Landlord's fixtures and fittings now or
at
9.
any time during the term hereby granted in or on the demised premises
TOGETHER ALSO WITH:
(i) the right to use the utilities supplied or provided by means
of such conducting media as actually serve the demised premises at the
date hereof
(ii) A right of way over and along the section of the forecourt
coloured xxxxx on Plan 2 with or without vehicles for the sole purpose
of gaining access to and egress from the car parking spaces and on
foot only for the sole purpose of gaining access to and egress from
the demised premises over and along the said forecourt (but so that
such right shall not prevent the parking of cars on the car parking
spaces) paths entrances landings passages and staircases in the
Property
(iii) subject to the provisions of Clause 3(46) the right to park
one private motor vehicle in each of the parking spaces numbered 14 15
16 and 17 shown on Plan 2
(iv) the right of support and protection from the remainder of
the Building
10.
(v) the right to use the sanitary conveniences shown on Plan 1
and situated on the First floor of the Building
(vi) The right to keep one dustbin in the dustbin area hatched
green on plan 2 or in such other place as the Landlord shall from time
to time designate and the right of access thereto for the purpose of
depositing and removing refuse
EXCEPTING AND RESERVING unto the Landlord and their tenants and the
occupiers of the Building and any adjoining or neighbouring premises and
all other persons authorised by the Landlord or having the like rights and
easements:
(i) the free and uninterrupted passage and running of utilities
from and to other parts of the Building and any adjacent or nearby
property through the conducting media which are now or may hereafter
during the term be in or upon or under the demised premises with the
right to construct and maintain new conducting media for the benefit
of any adjacent or nearby premises the right to
11.
repair maintain and renew such existing and new conducting media and
the right at any time but on Notice to enter (or in the Tenant's
absence to break and enter) the demised premises
(ii) the full right and liberty at any time or from time to time
to execute works and erections upon or to alter or rebuild any other
part of the Building or any adjacent or nearby premises and to use the
other parts of the Building and any adjacent or nearby premises in
such manner as the Landlord may think fit notwithstanding that the
access of light and air to the demised premises may thereby be
interfered with
(iii) the full right of support and protection from the demised
premises enjoyed by other parts of the Building
(iv) the full right and liberty to build on or into any perimeter
wall of the demised premises and after giving Notice to enter the
demised premises to place and lay in under and upon the same such
footings for any intended wall or structure with the foundations
therefor as the Landlord shall think proper and
12.
for such purpose to excavate the demised premises along the line of
the junction between the demised premises and any adjoining premises
AND also the right to erect and use scaffolding upon the demised
premises for such purposes
(v) the full right and liberty at any time on Notice to enter
(or during the Tenant's absence to break and enter) the demised
premises in order to (a) inspect or view the condition of the demised
premises (b) carry out work upon any adjacent or nearby premises and
(c) to carry out any repairs or other work or do contained or referred
to in the Second Schedule hereto
TO HOLD the same unto the Tenant from and including the _____ day of
_____ 19 _____ for the term of _____ years SUBJECT to all rights
easements privileges restrictions and stipulations of whatever nature
affecting the demised premises and YIELDING AND PAYING therefor unto
the Landlord FIRSTLY during the first _____ years of the term the
yearly rent of _____ and during the remainder of the term the yearly rent
of
13.
_____ or such other rent as may be assessed in accordance with the
provisions of Clause 6 whichever shall be the greater without any deduction
by equal quarterly payments in advance on the usual quarter days in every
year the first of such payments (being a proportionate part of a quarter's
rent if appropriate) to be made on the signing hereof AND YIELDING AND
PAYING by way of additional rent during the term SECONDLY the gross cost
to the Landlord from time to time (including any increased premium payable
in respect of the demised premises or any adjoining property or other parts
of the Building by reason of any act or omission of the Tenant) of keeping
the demised premises insured in the full reinstatement value thereof
against loss or damage by the insured risks such additional rent to be
paid on demand without any deduction and THIRDLY the Tenant's proportion of
the service charge at the times and in the manner specified in the Second
Schedule
14.
INTEREST ON ARREARS
(2) In the event of the rents hereinbefore reserved or any other money (or
part thereof) due from the Tenant under the provisions of this Lease being
in arrear or unpaid for any period after the same become due (whether
formally demanded or not) or if earlier the date upon which the Landlord
shall have expended moneys in respect of which interest is required under
this Lease then the Tenant shall pay to the Landlord interest from the due
date for payment or the date of expenditure of money by the Landlord (as
the case may be) on all such sums as are in arrear or unpaid at the
prescribed rate current at such date compounded with quarterly rests on the
usual quarter days until the date of payment and any such interest shall be
recoverable by the Landlord as rent in arrear
3. THE Tenant hereby covenants with the Landlord as follows:-
RENTS
(1) To pay the said rents at the times and in manner aforesaid and (save
for the said additional rents) by bankers standing order or direct debit
15.
RATES AND OUTGOINGS
(2) (a) To pay and discharge all existing and future rates taxes duties
charges burdens assessments impositions and outgoings whatsoever
(hereinafter collectively called "outgoings") and whether or not of a
non-recurring nature which now are or may be charged levied assessed
imposed or payable in respect of the demised premises either by the
owner or the occupier thereof and to pay bear and discharge the
proportion properly attributable to the demised premises of any
outgoings which may be charged levied assessed or imposed upon any
premises of which the demised premises form part (such proportion to
be determined by the Landlord's Surveyor whose decision shall be
final) and not to make any claim for relief against outgoings payable
in respect of the demised premises without the Landlord's prior
written consent
(b) To pay to the Landlord on demand all outgoings for utilities
available to or used on the demised premises and in case any utilities
shall be metered
16.
jointly with those used on other premises or the outgoings therefor
shall be assessed on or payable in respect of any part of the demised
premises in common with other premises to pay to the Landlord a fair
proportion to be settled in case of difference by the Landlord's
Surveyor whose decision shall be final
REPAIR (INTERNAL ONLY)
(3) Throughout the term to put and keep the interior of the demised
premises and (without prejudice to the generality of the foregoing) all
additions thereto and the Landlord's fixtures thereon and the conducting
media thereof in good and substantial repair and condition free from all
defects (whether or not inherent) in the demised premises
FIXTURES AND FITTINGS
(4) Without prejudice to the generality of the foregoing to repair or
replace forthwith by new articles of similar kind and quality any fixtures
fittings or plant or equipment (other than tenants or trade fixtures and
fittings) in the demised premises which shall become in need of repair or
replacement
17.
REPAINTING
(5) Without prejudice to the generality of the foregoing to paint with
three coats of good quality paint in a workmanlike manner all the internal
parts of the demised premises previously or usually painted in every fourth
year of the term the painting to be done in the last year of the term
(whether determined by effluxion of time or otherwise) as well and after
every such painting to treat redecorate repaper and clean all such parts as
have been previously or ought to be so dealt with using treatment and
materials of good quality such painting and redecorating in the last year
of the term to be carried out in colours and materials first approved in
writing by the Landlord
WORKS REQUIRED BY STATUTE
(6) That the Tenant will during the term do and execute or cause to be
done and executed all such works as under or by virtue of any Act of
Parliament already or hereafter to be passed now are or shall or may be
directed or required by any public local or other competent authority to be
done or executed upon or in respect of the demised premises or any part
thereof by the owner Landlord Tenant
18.
or occupier thereof and will keep the Landlord indemnified against all
claims and liability in respect thereof
INSPECTION, NOTICE OF WANTS OF REPAIR
(7) To permit Landlord's Agents with or without workmen and others at
reasonable times upon Notice to enter upon and examine the condition of the
demised premises and if as a result of such examination or otherwise the
Landlord becomes aware of any breaches of covenant by the Tenant hereunder
the Landlord may serve upon the Tenant a notice in writing specifying any
repairs and/or other works necessary to be done and requiring the Tenant
forthwith to execute the same and if the Tenant shall not within one month
after service of such notice proceed diligently with the execution of such
repairs and/or other works and thereafter diligently complete the same then
to permit the Landlord to enter upon the demised premises and execute such
repairs and/or other works and the cost thereof 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
19.
payment shall be forthwith recoverable as liquidated damages or as rent in
arrear
ENTRY BY LANDLORD FOR WORKS
(8) To permit the Landlord's Agents and workmen at all reasonable hours in
the daytime upon Notice to enter upon the demised premises so far as may be
useful or necessary in order to inspect maintain repair or execute any
works of construction or otherwise alter any other part of the Building or
adjoining property or any conducting media upon or under the demised
premises
ENTRY BY LANDLORD FOR GENERAL PURPOSES
(9) To permit Landlord's Agents with or without workmen and others at
reasonable times upon Notice to enter upon the demised premises for any
purpose connected with the interest of the Landlord in the demised premises
and not hereinbefore referred to including (without prejudice to the
generality of the foregoing) for the purpose of making or disposing of any
interest of the Landlord
PLANNING APPLICATIONS AND PERMISSIONS
(10) (a) At the expense of the Tenant to obtain from the appropriate
authorities
20.
all licences consents and permissions as may be required for the carrying
out by the Tenant of any operations or uses on any part of the demised
premises
(b) Not without the prior written consent of the Landlord to make any
application for permission under the provisions of the Planning Acts
without first producing a copy of the same and obtaining the prior written
consent of the Landlord to such application
(c) Notwithstanding any consent that may have been granted by the Landlord
not to implement any planning permission before such permission has been
produced to the Landlord and acknowledged by it in writing as satisfactory
to it but so that the Landlord may refuse so to express its satisfaction
with any such planning permission on the ground that the period thereof or
anything contained therein or omitted therefrom would in the opinion of the
Landlord's Surveyor be or be likely to be prejudicial to its interest in
the demised premises whether during the term or following the expiration
thereof
21.
(d) At the expense of the Tenant to remove any works or alterations
carried out or made without any necessary planning permission or other
consent required from any competent authority or in respect of which such
permission or other consent is withdrawn or lapses and at the expense of
the Tenant to comply with every order of the planning or other competent
authority requiring the removal or demolition of or other work in
connection with any such works or alterations and in all such cases at its
own expense and to the satisfaction of the Landlord to make good all damage
caused by such removal demolition or other work
(e) Unless the Landlord shall otherwise in writing direct to carry out
before the date of expiration or sooner determination o.the term any works
stipulated to be carried out to the demised premises as a condition of any
planning permission which may have been granted during the term and
implemented by the Tenant or any other person whether or not the date by
which the
22.
planning permission requires such works to be carried out falls within the
term
(f) In any case where a planning permission is granted subject to
conditions and if the Landlord reasonably so requires to provide security
for the compliance with such conditions and such planning permission shall
not be implemented until such security shall have been provided
(g) If reasonably required by the Landlord but at the cost of the Tenant
to appeal against any refusal of planning permission or the imposition of
any conditions on a planning permission in either case made pursuant to an
application therefor under this sub-clause
BREACH OF PLANNING ACTS
(11) Not to do or omit to be done any act matter or thing in on or
respecting the demised premises which shall contravene the provisions of
the Planning Acts and at all times hereafter to keep the Landlord
indemnified against all actions proceedings costs expenses claims and
demands in respect of any such act matter or thing
23.
COMPENSATION UNDER PLANNING ACTS
(12) That if the Tenant shall receive any compensation in respect of the
interest of the Tenant hereunder because of any restriction placed upon the
user of the demised premises under or by virtue of the Planning Acts then
if and when the Tenant's interest hereunder shall be determined by
surrender or under the power of re-entry herein contained the Tenant shall
forthwith make such provision as is just and equitable for the Landlord to
receive its due benefit from such compensation
ALTERATIONS
(13) (a) Not to erect any new building or erection or make or permit or
suffer to be made any alterations or additions to the demised premises
or cut alter or injure any part thereof and not to make any change in
the existing design or appearance of the demised premises PROVIDED
ALWAYS that the Tenant may with the prior written consent of the
Landlord carry out internal non-structural alterations to any
buildings for the time being erected on the demised premises PROVIDED
FURTHER that
24.
if the Landlord shall consent in writing to the Tenant carrying out
internal non-structural alterations the Tenant shall not make any such
alterations except in accordance with plans elevations sections and
specifications previously approved by the Architects and Surveyors of
the Landlord and the Superior Landlord (the Tenant paying the
reasonable fees of such Architects and Surveyors in relation thereto)
(b) Not to make any alteration or addition to the electrical
installation of the demised premises save in accordance with the terms
and conditions laid down by the Institution of Electrical Engineers
and the regulations of the Electricity Supply Authority
(c) If the Tenant shall make any addition or alteration to the
demised premises then at the expiration or sooner determination of the
term if so required by the Landlord at the Tenant's own cost to
reinstate and make good the demised premises to the satisfaction of
the Landlord and restore the same to the
25.
same plan and design as if such addition or alteration (or such of
them as may be specified by the Landlord) had not been made and to pay
the expenses incurred by the Landlord (including all professional
fees) of and incidental to the superintendence of such reinstatement
and making good
PROHIBITED ALIENATION
(14) (a) Not to assign underlet or charge part of the demised premises
(meaning a portion only and not the whole thereof) or agree to do so
and not to part with or share the possession or occupation of the
whole or part of the demised premises or agree to do so
(b) Not to hold or occupy the demised premises or any part thereof as
nominee trustee or agent or otherwise for the benefit of any other
person
PROVISIONS RELATING TO SUB-LETTINGS ETC
(15) (a) Not to create any interest in the demised premises (however
remote or inferior) otherwise than at the full rack rent (being not
less than the rent then payable under this Lease) without a fine or
premium and with provision for
26.
rent reviews coinciding with the reviews under this Lease
(b) To procure in any underletting of the demised premises that the
rent under such underletting is reviewed in accordance with the terms
of the said rent reviews but not to agree the rent payable thereunder
with the undertenant without the prior written consent of the Landlord
(such consent not to be unreasonably withheld) and to procure that if
the rent under any Underlease is to be determined by an independent
person not to determine whether such person is to act as an expert or
as an arbitrator without the Landlords prior written consent and to
procure that the Landlord's representations as to the rent payable
thereunder are made to such independent person to the reasonable
satisfaction of the Landlord
(c) Not to vary the terms of or accept any surrender of any
underlease permitted under this Clause (or agree so to do) without the
Landlord's written consent (such consent not to be unreasonably
withheld)
27.
ALIENATION WITH LANDLORD'S LICENCE
(16) Not to assign underlet or charge the whole of the demised premises
without the previous consent in writing of the Landlord and Provided That
the Landlord may as a condition for giving its consent for any permitted
assignment or underletting require the proposed assignee or 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 in the case of an underletting) and Provided Further that:-
(a) if an intended assignee shall be a limited company then if the
Landlord shall so require two (or more if the Landlord so requires) of
its directors of satisfactory standing shall join in such deed as
sureties for such company in order jointly and severally to covenant
with the Landlord as sureties that such company will pay the said
rents and perform and observe the said covenants and to indemnify the
Landlord against all loss damages costs and expenses arising by reason
of any default by the company and such covenant
28.
shall further provide that any neglect or forbearance of the Landlord
shall not release or exonerate the sureties and shall further provide
for the sureties to accept a new lease of the demised premises upon
disclaimer of this Lease by the company or on its behalf if so
required by the Landlord within three months of such disclaimer such
new lease to be for the residue then unexpired of the term and at the
rents payable and subject to the same Tenant's covenants and to the
same provisos and conditions as those in force immediately before such
disclaimer and to be granted at the cost of the sureties in exchange
for a counterpart duly executed by the sureties and
(b) upon the Landlord consenting to an underletting of the demised
premises to procure that the underlease shall contain:-
(i) an unqualified covenant on the part of underlessee with
the Landlord that the underlessee will not assign or charge (or
agree so to do) any part of the premises (as
29.
distinct from the whole) thereby demised and will not underlet or
(save by way of an assignment of the whole) part with or agree so
to do or share possession of or permit any person to occupy the
whole or any part of the premises thereby demised
(ii) a covenant on the part of the underlessee with the
Landlord that the underlessee will not assign or charge (or agree
so to do) the whole of the premises thereby demised without the
previous consent in writing of the Landlord
(iii) covenants by the underlessee to prohibit the
underlessee from doing or suffering any act or thing upon or in
relation to the premises demised by, the Underlease which will
contravene any of the Tenant's obligations in this Lease
(iv) provision for review of the rent reserved by the
Underlease corresponding both as to the terms
30.
and dates with the provisions set out in Clause 6 hereof for
review of the yearly rent first hereby reserved
REGISTRATION OF DEALINGS
(17) Within one month after any Assignment of the term or after any
underletting by the Tenant or after any assignment of any Underlease or
after any devolution by Will or otherwise of the term or any Mortgage or
Charge affecting the term to produce to and leave with the Landlord's
solicitors the deed instrument or document effecting the same together with
a certified copy thereof and to pay such reasonable fee (being not less
than 15.00 (pounds)) as they may require and such fees as may be payable to
the Superior Landlord and to procure that every document creating an
underletting of the demised premises or any part thereof shall contain a
similar covenant by the underlessee with the Tenant and the Landlord
PROVIDED THAT registration of any such deed instrument or document shall be
evidence of notification of such transaction to the Landlord but shall not
require the Landlord to consider the terms of such transaction or the said
deed
31.
instrument or document and shall not be evidence that it has done so
COSTS IN RESPECT OF BREACH OF COVENANT
(18) To pay all expenses (including professional fees) incurred by the
Landlord arising out of or incidental to any breach of the Tenant's
covenants herein contained and in the preparation and service of any notice
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 such breach notwithstanding that forfeiture may be avoided
otherwise than by relief granted by the Court and any Schedule of
Dilapidations (including a terminal Schedule)
PARTY ITEMS
(19) Insofar as the same is not included in the Tenant's proportion of the
service charge 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 and other
32.
amenities or things the use or benefit of which is common to the demised
premises and any adjoining or neighbouring premises notwithstanding that
any part of any such item may not be specifically used or appear to be i
usable by the Tenant in relation to the demised premises such proportion to
be determined by the Landlord's surveyors whose determination shall be
final and binding on the Tenant
NUISANCE
(20) Not to use the demised premises for any illegal or immoral purpose or
for any noisy noxious dangerous or offensive trade manufacture or business
or for anything which may be or become a nuisance annoyance or cause damage
or inconvenience to the Landlord or the tenants or occupiers of any
adjoining or neighbouring property or to any local or other authority
INSURANCE REQUIREMENTS
(21) (a) At all times during the term to comply with all requirements of
the insurers of the demised premises
(b) Not without the Landlord's prior written consent to effect any
insurance
33.
of the demised premises (other than of the glass or contents)
(c) Not to do anything which may prejudice any policy of insurance
for the time being in force in respect of the demised premises or any
adjoining or nearby premises or which may result in such insurance
becoming void or voidable or the rate of premium under such insurances
being increased and if the payment of any insurance monies is refused
as a result of anything done by the Tenant to pay to the Landlord on
demand with interest at the prescribed rate the amount so refused
PROHIBITION OF DANGEROUS SUBSTANCES
(22) Not to store or bring upon the demised premises any substance or
article of a specially combustible inflammable or dangerous nature
PREVENTION OF FIRE
(23) To keep the demised premises equipped with effective fire fighting
equipment maintained in good working order and to comply with all
regulations of the fire authority and other precautions against fire
34.
which may be deemed necessary by the Landlord's surveyor or insurers
USER
(24) At all times during the term to use the demised premises as an
industrial building or structure as defined in Section 7 of the Capital
Allowances Act 1968 and to which Section 73 of the Finance Xxx 0000 applies
and for no other purpose
PROVIDED that the Tenant hereby acknowledges and admits that
notwithstanding the foregoing provisions as to the use of the demised
premises permitted to the Tenant the Landlord does not thereby or in any
way give or make any representation or warranty that any such use is a
permitted use within the provisions of the Planning Acts nor shall any
consent in writing which the Landlord may hereafter give to any change of
use be taken as including any such representation or warranty and that
notwithstanding that any such use is not a permitted use within such
provisions the Tenant shall remain fully bound and liable to the Landlord
in respect of the obligations undertaken by the Tenant by virtue of this
Lease without any compensation recompense or relief of any kind
35.
RUBBISH
(25) Not to form any refuse dump or scrap heap on the demised premises but
to remove not less frequently than once a week all refuse rubbish and scrap
which may have accumulated on the demised premises and generally to keep
the demised premises clean and in good order
SIGNS AND ADVERTISEMENTS
(26) Not to affix to or upon any part of the exterior of the demised
premises or of the external walls rails or fences thereof any sign placard
poster xxxx signboard inscription or other advertisement except such as
shall be approved in writing by the Landlord
NO AUCTIONS
(27) Not to hold any sale by auction on the demised premises
STATUTORY NOTICES ETC
(28) Within seven days of the receipt of any notice or order or proposal
for an order given issued or made to the Tenant by a planning or other
competent authority under or by virtue of the Planning Acts or any other
Act of Parliament or otherwise to give full particulars to the Landlord and
if so
36.
required by the Landlord produce such notice to the Landlord and also
without delay to take all reasonable or necessary steps to comply with any
such notice or order AND ALSO at the request of the Landlord make or join
with the Landlord in making such objection or representation against or in
respect of any proposal for such a notice or order as the Landlord may deem
necessary or expedient
COMPLIANCE WITH LEGISLATION
(29) To comply forthwith at the Tenant's own expense with any nuisance
sanitary or other statutory notice lawfully served by any competent
authority upon either the Landlord or the Tenant in respect of the demised
premises and similarly to comply with all requirements of all legislation
and all requirements of any competent authority so far as they relate to or
affect the demised premises or the user thereof or the employment therein
of any person or any fixture machinery plant or chattels therein and not at
any time during the term to do or omit on or about the demised premises any
act or thing by reason of which the Landlord may under any enactment incur
or have imposed upon it or become liable to pay any penalty
37.
damages compensation costs charges or expenses and to keep the Landlord
fully and effectually indemnified against all proceedings costs expenses
claims and demands in respect thereof
NOTICE FOR RE-LETTING OR SALE
(30) To permit the Landlord during the six months immediately preceding the
determination of the term or (in the case of the prospective sale of any
reversionary interest) at any time during the term to affix and retain
without interference upon any part of the demised premises a notice for
re-letting or selling the same and during the said six months to permit
persons with written authority from the Landlord or the Agent of the
Landlord at reasonable times of the day to view the demised premises
PREVENTION OF ENCROACHMENT
(31) To take all necessary steps to prevent any encroachment upon the
demised premises or the acquisition of any new right to light air passage
drainage or other easement over upon or under the demised premises and to
give notice to the Landlord of any threatened encroachment or attempt to
acquire any such easement
38.
PROTECTION OF EASEMENTS
(32) To use its best endeavours to prevent any easement or right belonging
to or used with the demised premises from being obstructed or lost
NO OBSTRUCTION OF LIGHTS
(33) Not to stop up darken or obstruct any windows or light belonging to
the demised premises or to any other part of the Building or any adjoining
or neighbouring buildings now or hereafter belonging to the Landlord or
prevent the free and uninterrupted access of light and air thereto
YIELDING UP
(34) To yield up the demised premises with the fixtures and additions
thereto at the determination of the term in good and substantial repair and
condition in accordance with the covenants hereinbefore contained
COSTS OF LICENCES
(35) To pay on demand the legal and Surveyors' and other professional fees
and disbursements of the Landlord resulting from all applications by the
Tenant for any consent or approval of the Landlord required by this Lease
including fees' actually
39.
incurred in cases where consent or approval is refused or the application
is withdrawn
COSTS OF DISTRAINT FOR RENTS
(36) To pay to the Landlord on demand all costs charges and expenses
(including legal and Surveyors' and other professional fees) including
Bailiffs' costs incurred by the Landlord for or in connection with the levy
of a distress for the rents payable hereunder or any part thereof or as a
result of the Bailiff being paid the said rents or any part thereof whether
or not any distress in the event be levied or otherwise for or in
connection with the recovery of arrears of the said rents or the moneys
payable by the Tenant hereunder
PLEDGING CHATTELS AS SECURITY
(37) Not to give any xxxx of sale or offer preferential security on the
stock in trade or personal chattels of the Tenant which shall for the time
being be on or about the demised premises
GENERAL INDEMNITY FOR ACTS OF TENANT
(38) To be responsible for and to indemnify the Landlord against (a) all
damage loss or injury occasioned to the demised premises or any adjoining
or neighbouring premises or the
40.
utilities or conducting media thereof or to any person or chattels (whether
or not upon the demised premises) caused by any act default or negligence
of the Tenant or the servants agents licencees or invitees of the Tenant
or by reason of any defect in the demised premises or any part thereof &
(b) (without prejudice to the foregoing) all losses claims proceedings
costs & expenses occasioned by any default in the Tenant's obligations
under this Lease
VAT
(39) To pay and indemnify the Landlord against any Value Added Tax payable
in respect of any costs fees or other moneys for which the Tenant is liable
pursuant to this Lease
NOT TO OVERLOAD
(40) Not to overload any floor of the demised premises or impose upon any
part of the structure a strain greater than that which it is designed or
able to bear
NO AERIALS
(41) Not to erect any aerial upon the outside of the demised premises or of
the Building
USE OF COMMON AREAS
41.
(42) Not to damage misuse or obstruct the Common Areas in any way
NO OUTSIDE STORAGE OR DISPLAY
(43) Not to place or store or exhibit any goods or materials for sale or
otherwise outside the demised premises
PARKING AREAS
(44) Not to use such parts of the Property as are laid out as parking areas
otherwise than for the parking of the number of private motor vehicles
permitted by Clause 2 (1) of persons employed in or visiting the demised
premises
CONDUCTING MEDIA
(45) Not to overload damage obstruct or otherwise misuse any conducting
media (whether or not serving the demised premises)
LANDLORD'S REGULATIONS
(46) To comply with any regulations which the Landlord may make
consistently with the terms of this Lease to govern the use and enjoyment
of the Property and/or any land or premises used or to be used in common or
jointly with any other person by the tenants and occupiers thereof
MAINTENANCE CONTRACTS
42.
(47) At the Tenant's cost to enter into such contracts as the Landlord may
require with reputable contractors for the repair maintenance inspection
and servicing of any central heating air conditioning and fire fighting
equipment serving the demised premises or any plant and' machinery
contained therein
BREACHES BY UNDERTENANTS TO BE REMEDIED
(48) Forthwith upon discovering any breach of any of the Tenant's covenants
or conditions contained in this Lease by any undertenant or other person in
occupation of the demised premises to take all necessary steps and
proceedings to remedy such breach
LANDLORD TO BE INFORMED OF DEFECTS
(49) To inform the Landlord immediately in writing of any defect in the
demised premises which might give rise to a duty imposed by common law or
statute on the Landlord in favour of any other person (including the
Tenant)
TO PROVIDE INFORMATION AS TO OCCUPANCY
(50) Within one month after any written request by the Landlord to notify
the Landlord in writing:-
43.
(a) whether the Tenant occupies the demised premises wholly or in
part
(b) whether the Tenant has granted an Underlease of the whole or any
part of the demised premises and if so then to comply forthwith with
the provisions of Clause 3(17) of this Lease (if such provisions have
not already been complied with) and to advise the Landlord of the rent
reserved by any Underlease and the full name and address of any
underlessee and
(c) whether there are any grounds known to the Tenant on which an
application under Section 24(1) or Section 26(1) of the Landlord and
Xxxxxx Xxx 0000 might reasonably be opposed by the Competent Landlord
(as defined by that Act)
FRONT DOOR
(51) To ensure that the front door of the building is kept securely locked
at all times except when actually in use by persons entering or leaving the
building
(52) To use and procure that all employees invitees visitors of the Tenant
or other persons under the control of the Tenant shall use the said
sanitary conveniences in a
44.
proper and reasonable manner and not to throw dirt rubbish rags or other
refuse or permit the same to be thrown into the sinks basins or lavatories
4. THE LANDLORD hereby covenants with the Tenant:-
QUIET ENJOYMENT
(1) That the Tenant paying the rents hereby reserved and performing and
observing the covenants on the Tenant's part herein contained shall
peaceably hold and enjoy the demised premises during the term without any
interruption by the Landlord or any person rightfully claiming under or in
trust for the Landlord
INSURANCE AND REINSTATEMENT
(2) Subject to the due payment at all times of the yearly rent secondly
hereby reserved to keep the demised premises insured in the full
reinstatement value thereof against loss or damage by the insured risks
(and so that the amount for loss of rent may take into account a reasonable
estimate of potential increases pursuant to Clause 6) subject to such
excesses exclusions or limitations as the Landlord or its Insurers may
require in some insurance office of repute or with such
45.
underwriters and through such agency as the Landlord may from time to time
decide and to make all payments necessary for such purpose when the same
shall respectively become payable and to cause all moneys received by
virtue of such insurance to be laid out (subject to the Landlord being able
to obtain all necessary consents) in rebuilding and reinstating the demised
premises and the Tenant will pay the Landlord on demand with interest at
the prescribed rate the amount equivalent to any excess which may be
applicable to such insurance Provided Always that
(a) the Landlord's obligation under this covenant shall cease if the
insurance shall be rendered void or voidable by reason of any act or
default of the Tenant and
(b) if the rebuilding or reinstatement of the demised premises or the
Building shall be prevented or frustrated all such insurance moneys
shall be the absolute property of the Landlord
(c) the Landlord shall at the Tenant's cost whenever reasonably
required on 14 days' notice produce to the Tenant or
46.
his agent at the offices of the Landlord or the Landlord's solicitors
the policy of insurance and the receipt for the current year's premium
5. PROVIDED ALWAYS and it is hereby expressly agreed as follows:-
PROVISO FOR RE-ENTRY
(1) If the rents hereby reserved or any part thereof shall at any time be
unpaid for twenty-one days after becoming payable (whether formally
demanded or not) or if the covenants on the Tenant's part herein contained
shall not be performed or observed or if the Tenant for the time being (or
any of them) shall become bankrupt or make any assignment for the benefit
of creditors or enter into an agreement or make any arrangement with
creditors for liquidation of the debts of the Tenant by composition or
otherwise or suffer any distress or process of execution to be levied on
the goods of the Tenant or being a corporation shall go into liquidation or
if a Receiver shall be appointed of any part of its undertaking or if the
demised premises shall be vacant or unoccupied for a period of three
consecutive months then and in any such case it shall be
47.
lawful for the Landlord at any time thereafter to re-enter upon the demised
premises or any part thereof in the name of the whole and thereupon this
demise shall absolutely determine but without prejudice to the rights of
action of the Landlord in respect of any antecedent breach of the Tenant's
covenants herein contained
CESSER OF RENT
(2) In case the demised premises or any part thereof shall at any time
during the term be destroyed or damaged by fire or aircraft or other
insured risks so as to be unfit for occupation and use and the policy of
insurance effected by the Landlord shall not have been vitiated or payment
of the policy moneys refused in whole or in part in consequence of any act
or default of the Tenant then from the date of such destruction or damage
the rent hereby reserved or a fair proportion thereof according to the
nature and extent of the damage sustained shall be suspended until the
demised premises shall be again rendered fit for occupation and use or
until the expiration of two years whichever shall first occur and any
dispute regarding the cesser of rent shall be referred to a
48.
single arbitrator to be appointed in default of agreement upon the
application of either party by the President_for the time being of the
Royal Institution of Chartered Surveyors or such professional body of
surveyors as the Landlord shall designate under the Arbitration Acts 1950
and 1979
RECEIPT OF RENT NOT WAIVER
(3) The receipt of rent by the Landlord shall not be deemed to be a waiver
of any of the covenants provisions or conditions herein contained and on
the part of the Tenant to be observed and performed
NO COMPENSATION
(4) Any entitlement of the Tenant or any undertenant to compensation from
the Landlord on quitting under the Landlord and Tenant Act or other
legislation shall be excluded (so far as permitted by law)
EXCLUSION OF RESTRICTIONS BY IMPLICATION
(5) Nothing herein contained or implied shall impose any restriction on
the use of any property not comprised in this Lease or give the Tenant the
benefit of or the right to enforce or to have enforced or to permit the
release or modification of any covenant agreement or condition entered into
by any
49.
purchaser from or by any lessee or occupier of the Landlord in respect of
property not comprised in this Lease or prevent or restrict in any way the
development of any property not comprised in this Lease
LIMITATION OF LANDLORD'S LIABILITY
(6) Notwithstanding anything herein contained the Landlord shall not be
liable or responsible for:-
(a) any interruption in the utilities services amenities or
facilities normally available to the Tenant by reason of any necessary
repair or maintenance of any plant equipment conducting media or other
apparatus or damage thereto or destruction thereof through any cause
beyond the Landlord's control or by reason of mechanical or other
defect or breakdown or freezing or other inclement conditions or
unavoidable shortage of fuel materials or labour
(b) any act omission or negligence of any servant or agent of the
Landlord in or about the performance of any duty relating to any such
utilities services amenities or facilities
50.
(c) any defect or want of repair relating to any matter for which the
Landlord may be responsible unless the Landlord shall have had actual
notice thereof
(d) any accident or occurrence of injury or loss of or damage to
goods or chattels sustained by the Tenant or any invitee of the Tenant
upon any part of the Property by reason of any act omission or
negligence of any servant or agent of the Landlord or of any other
person whether or not such person is under the direction or control of
the Landlord
RENT REVIEWS
6. (1) PROVIDED ALWAYS AND IT IS HEREBY AGREED that after the expiration of
each period of five years (the time in each case being computed from the
commencement date and the date of expiration of each such period being
hereinafter referred to as the "relevant review date") the yearly rent
first hereby reserved for the time being payable hereunder shall be
reviewed (the Landlord being entitled at any time within the period of
twelve months next before the relevant review
51.
date or at any time thereafter to serve notice in writing upon the Tenant
requiring a review of the rent hereby reserved) and from and after each
relevant review date the yearly rent payable in respect of the demised
premises shall be such sum (the "reviewed rent") as shall be agreed between
the Landlord and the Tenant (or determined as hereinafter appearing) as
represents the best yearly open market rack rental value of the demised
premises as at the relevant review date as between a willing landlord and a
willing tenant without taking a fine or premium for a term of years
commencing on the relevant review date and equal in length to the whole of
the term with vacant possession and taking no account of
(i) any goodwill attributable to the demised premises by reason
of any trade or business carried on therein by the Tenant
(ii) any improvements to the demised premises carried out during
the term by the Tenant with the consent of the Landlord other
than any
52.
improvements effected at the expense of the Landlord or in pursuance
of any obligation to the Landlord whether under the provisions of this
Lease or any other document
But upon the supposition (if not a fact) that the demised premises and the
Property shall be in good and substantial repair and free from defects and
ready for immediate beneficial occupation and that all the Tenant's and the
Landlord's covenants shall have been complied with and in all other
respects on the terms and conditions of this Lease including the provisions
of this clause and if the Landlord and the Tenant have not agreed on the
amount of the reviewed rent by a date three months before the relevant
review date then and in any such case the question shall as soon as
practicable be referred by either party to the decision of some competent
person ("xxx Xxxxxxxx") to be agreed upon by the Landlord and by the Tenant
or (in the event of failure so to agree) to be nominated by or on behalf of
the President for the time being of the Royal Institution of Chartered
Surveyors or such professional
53.
body of Surveyors as the Landlord shall designate who shall at the option
of the Landlord to be notified to the Surveyor and the Tenant in writing
within 21 days following the agreement of the parties as to the identity of
the Surveyor or the nomination of the Surveyor as aforesaid act either as
an arbitrator pursuant to the provisions of the Arbitration Acts 1950 and
1979 or as an expert valuer whose decision shall be final and binding on
all persons who are or have been parties hereto and which decision shall be
given within two months of his appointment or within such extended period
as may be reasonable
(2) Notice in writing of his appointment shall be given by the Surveyor to
the Landlord and the Tenant and he shall invite each to submit within a
specified period (which shall not exceed four weeks) a valuation
accompanied if desired by a statement of reasons
(3) If the Surveyor shall fail to determine the open market rent and give
notice thereof within the time and in the manner provided or if he shall
relinquish his appointment or die or if it shall become apparent that for
any
54.
reason he will be unable to complete his duties the Landlord nay apply to
the said President for a substitute to be appointed in his place which
procedure may be repeated as may times as necessary
(4) The fees of the Surveyor shall be shared as the Surveyor shall
determine
(5) In the event of the reviewed rent not being ascertained by the
relevant review date then:-
(a) during the period ("the said interval") from the relevant review
date to the quarter day immediately following the date on which the
reviewed rent shall be agreed or (failing agreement) the decision of
the Surveyor shall have been communicated to the Landlord and the
Tenant the rent payable hereunder shall continue to be paid at the
rate payable immediately before the relevant review date
(b) at the expiration of the said interval there shall be due as
additional rent a sum ("the shortfall") equal to the amount (if any)
by which the rent actually payable during the said interval falls
short of the rent
55.
which would have been payable during the said interval if the reviewed
rent had been ascertained by the relevant review date
(c) at the expiration of the said interval the Tenant shall pay
interest on the shortfall at the prescribed rate
(d) such interest shall be calculated from each quarter day during
the said interval to the end of the said interval on the portion of
the shortfall which would have been payable on that quarter day (if
the reviewed rent had been ascertained by the relevant review date)
(6) In no event shall the reviewed rent payable after each relevant review
date be less than the yearly rent payable immediately before such relevant
review date
(7) As respects all periods of time referred to in this Clause 6 time
shall not be of the essence
(8) If on any relevant review date there shall be in force any act which
shall restrict interfere with or affect the Landlord's right to revise the
rent hereby reserved in accordance with the terms hereof then the Landlord
shall be entitled once
56.
following each removal or modification of such Act to serve notice
requiring a review of the said rent (hereinafter called an "interim
notice") upon the Tenant and from and after the date of service of such
interim notice until the next relevant review date the rent shall be
increased to whichever is the higher of the best yearly open market rack
rental value of the demised premises (determined in accordance with this
Clause) at the date of service of the interim notice and the rent payable
immediately prior thereto and the provisions of this Clause shall apply
accordingly with the substitution of the said date of service for the
relevant review date
(9) The Landlord may at any time earlier than three months before the end
of the term serve notice in writing upon the Tenant requiring a review of
the rent hereby reserved as at the date seven days before the expiration of
the term and in such event such date shall be treated as a relevant review
date and the provisions of sub-clauses (1) to (8) of this Clause 6 shall
apply accordingly
(10) A memorandum of any increased rent determined pursuant to this Clause
6 shall as
57.
soon as may be after such determination be endorsed on or annexed to the
Lease and Counterpart thereof and signed by or on behalf of the Landlord
and the Tenant respectively
NOTICES
7. THIS Deed shall incorporate the regulations as to notices contained in
Section 196 of the Law of Property Xxx 0000 as amended by the Recorded Delivery
Service Xxx 0000
LEGAL COSTS OF LEASE
8. THE Landlord's Solicitors' fees and disbursements incurred in connection
with the preparation and completion of this Lease and Counterpart thereof
together with the stamp duties payable thereon shall be paid by the Tenant
SURETIES
9. THE Sureties in consideration of the demise hereinbefore contained being
made by the Landlord at the Sureties' instance and request HEREBY JOINTLY AND
SEVERALLY COVENANT with AND GUARANTEE to the Landlord that the Tenant will at
all times during the term pay the rents hereby reserved (including any increased
rent determined pursuant to Clause 6) and all other sums and payments agreed to
be paid by the Tenant at the respective times and in manner hereinbefore
appointed for
58.
payment thereof and will also duly perform and observe and keep the several
covenants and obligations hereinbefore on the part of the Tenant contained
PROVIDED THAT if the Tenant fails to pay the rents hereby reserved and all other
sums and payments agreed to be paid and/or fails to perform and observe the
covenants and obligations hereinbefore on the part of the Tenant contained then
the Sureties and the Sureties only shall exercise the option of EITHER
(i) making good to the Landlord all losses costs and expenses sustained
by the Landlord through the default of the Tenant in respect of such
matters provided that any neglect or forbearance of the Landlord in
endeavouring to obtain payment of the said rents and payments as and when
the same become due or its delay to take steps to enforce performance or
observance of the several covenants and obligations herein on the part of
the Tenant contained and any time which may be given by the Landlord to the
Tenant or that the Tenant may have ceased to exist or any other act or
thing shall not release or in any way lessen or affect the liability of the
Sureties under this guarantee AND the Sureties hereby further jointly and
severally
59.
covenant that if in those circumstances the Landlord shall so require by
notice in writing the Sureties will accept within three months of service
of such notice a Lease of the demised premises for a term equivalent to the
residue then unexpired of the Lease at the same rents as shall be payable
hereunder immediately prior to such notice (with provision for the review
of rent at the times and in the manner contained in this Lease) and subject
to the like covenants provisos and conditions as are contained in this
Lease with the exception of this clause 9 the said new Lease and the rights
and liabilities thereunder to take effect as from the date of such
disclaimer or forfeiture and in such case the Sureties shall pay the
Landlord's % costs of and accept such new Lease accordingly and will
execute and deliver to the Landlord a counterpart thereof OR
(ii) offering to the Landlord whereupon the Landlord shall accept a full
surrender of the residue then unexpired of the Lease and the release of all
covenants and obligations contained therein on the part of both the Tenant
and the Sureties and the Sureties hereby jointly and severally covenant to
pay
60.
or cause to be paid to the Landlord a sum equivalent to six of the
quarterly payments of rent payable hereunder at the rate applicable at the
date of the exercise of the said option but the calculation of such sum
will not include any additional rent or insurance premium payable under the
terms of this Lease and it is further agreed that if the Sureties exercise
the second option herein then the Sureties and the Tenant shall be released
from all further liability under the terms of this Lease
I N W I T N E S S whereof the Landlord and the Sureties have hereunto set
their respective hands and seals and the Tenant has caused its Common Seal to be
hereunto affixed the day and year first above written
THE FIRST SCHEDULE - SEE CLAUSE 2(1)
(ITEMS INCLUDED IN THE DEMISED PREMISES)
1. The inner surfaces and interior decorative finishes of walls and stanchions
which are exterior walls of the Building and their stanchions (but not
other parts of such exterior walls or stanchions) and the inner surfaces of
the ceilings
61.
2. The floor finishes but not items below such finishes
3. The inner half severed medially of internal walls dividing the demised
premises from other parts of the Building and the whole of all other
internal walls or partitions
4. Windows and window frames
5. All additions and improvements to the demised premises
6. All Landlord's fixtures and fittings in or upon the demised premises
whether or not installed at the date hereof
7. Any conducting media exclusively serving the demised premises
THE SECOND SCHEDULE - SERVICE CHARGE
PART I - DEFINITIONS
1. "Unit" means a part of the Property (including the demised premises) let or
intended for letting
2. "the Common Areas" means all parts of the Property other than any Unit
including (without prejudice to the generality of the foregoing) the following
insofar as the responsibility for the repair and maintenance thereof is not
imposed exclusively on any one lessee of the Property
62.
either under the covenants contained in this Lease or in any other lease of a
Unit:-
(a) All roads ways forecourts yards parking areas and other open spaces
and unbuilt areas
(b) All entrances passages halls staircases and other parts of the
Building or any other building or structure upon the Property
(c) All plant machinery equipment utilities and conducting media in under
or serving the areas referred to in paragraphs 2(a) and (b) of this
Schedule
(d) All boundary walls fences and other boundary structures of the
Property
3. "service charge" means the aggregate cost to the Landlord of:-
(a) repairing renewing redecorating maintaining and cleaning the structure
and exterior of the Building and all other parts thereof the responsibility
for the repair and maintenance whereof is not imposed exclusively on any
one Lessee of the Property or any unit under the covenants contained in
this Lease or in any other lease of a unit and of any other building or
erection upon the Property which accommodates any Unit other than those
parts of the said structure and exterior maintainable by occupational
63.
tenants or lessees in pursuance of the demise to them
(b) repairing renewing redecorating maintaining cleaning and lighting the
Common Areas and any land adjoining the Property used for the benefit of
any part of the Property and any plant machinery equipment (including
entryphone) and conducting media serving or used for the benefit of any
part of the Property other than those exclusively serving one Unit
(c) carrying out or contributing to the repair renewal redecoration
maintenance cleaning and lighting of party structures and all conducting
media boundary structures forecourts yards roads ways amenities and things
used or enjoyed by the occupiers of the Property or any part of it in
common with the owners or occupiers of any adjoining or neighbouring
property
(d) executing such works and complying with such requirements relating to
the Common Areas (or other land or thing as referred to in paragraph 3(b)
of this Schedule) as are directed or required by any Act of Parliament or
by any statutory local or other competent authority
64.
(e) tending maintaining and renewing all gardens and grassed planted or
landscaped areas and all trees shrubs grass and other plants within the
Common Areas
(f) cleaning the windows of the Property inside and out at least once in
every period of two months
(g) regulating and controlling the movement ad parking of vehicles upon
the Property
(h) paying and discharging all rates outgoings and charges for utilities
imposed assessed or charged on any part of the Common Areas
(i) providing (if and to the extent that the Landlord considers it
appropriate) security fire fighting and prevention apparatus cleaning
lighting refuse collection entryphone and any other services which the
Landlord shall in its absolute discretion procure for the better use and
enjoyment of the Property and its facilities
(j) retaining managing agents and professional advisers and all other
costs and expenses incurred in connection with the management and
administration of the Property and the preservation or improvement of its
65.
use and enjoyment and the provision of the services
(k) insuring the Common Areas and the utilities and services of the
Property and third party and public liability and liability under the
Defective Premises Xxx 0000 in relation to the Property and any other risks
relating to the management of the Property and the provision of services
for it
(l) providing a contingency fund in each year of a reasonable sum to cover
the prospective and contingent costs of carrying out necessary repairs
decorations and replacements to the Property and any premiums on sinking
fund policies covering future capital expenditure on fixtures and fittings
(m) The cost of carrying out works or services of any kind whatsoever
which the Landlord may deem desirable or necessary for the purpose of
maintaining or improving the services in or for the Property and the cost
of any other services reasonably provided by the Landlord from time to time
for the better employment or use of the Property by its occupiers
(n) The proper fees charges expenses and commissions payable to any
solicitor
66.
accountant surveyor valuer architect engineer and managing agent which the
Landlord may from time to time employ in connection with the management
repair and maintenance of the Building
(o) Value Added Tax on the cost of any of the services provided under this
Lease
4. "service charge period" shall mean the period for which the service charge
is calculated as from time to time determined by the Landlord and notified to
the Tenant
PART II - CALCULATION AND COLLECTION OF SERVICE CHARGE
5. The determination by the Landlord of the amount of the service charge or
the Tenant's proportion of the service charge shall be accepted by the Tenant as
final-and binding if verified by the Landlord's Surveyor
6. Advance payments on account of the Tenant's proportion of the service
charge shall be paid by the Tenant according to the reasonable estimate made by
the Landlord's Surveyor of the amount of the service charge for the current
service charge period by equal installments each of the usual quarter days
occurring during such current service charge period but shall be subject to
adjustment
67.
under paragraphs 7 and 8 of this Schedule and the first advance payment (being a
proportion from the date hereof to the quarter day next following) shall be made
on the execution hereof
7. The Landlord shall as soon as practicable after the end of each service
charge period supply to the Tenant a statement verified by the Landlord's
Surveyor giving particulars of the service charge incurred for that service
charge period and if the Tenant's proportion of the service charge shall be more
or less than the total of the payments on account paid by the Tenant during that
service charge period under paragraph 6 of this Schedule then any sum due to or
payable by the Landlord by way of adjustment to the Tenant's proportion of the
service charge shall be added to or subtracted from (as the case may be) the
next advance payment on account of the Tenant's proportion of the service charge
on the quarter day following the date of receipt by the Tenant of the verified
statement
8. Notwithstanding the previous provisions of this Schedule the Landlord may
at any time during the currency of any service charge period by notice to the
Tenant increase the amount of any or all of the remaining payments on account of
the
68.
Tenant's proportion of the service charge for that service charge period
69.
