Exhibit 10.23
DATED 2 JULY 2002
EALING BROADWAY (NO. 1) LIMITED AND
EALING BROADWAY (NO. 2) LIMITED
AND
CRYSTAL DECISIONS (UK) LIMITED
___________________________________________________________
DEED
RELATING TO
PREMISES KNOWN AS
THE BROADWALK, EALING BROADWAY CENTRE, LONDON W5
___________________________________________________________
XXXXXXX XXXXXXXXX
LACON HOUSE
XXXXXXXX'X ROAD
LONDON WCLX 8RW
TEL: 000 0000 0000
DEED
DATE 2 JULY 2002
PARTIES
(1) EALING BROADWAY (NO. 1) LIMITED and EALING BROADWAY (NO. 2) LIMITED
whose registered offices are at 0 Xxxxxx Xxxxxx XX0X 0XX (the
"LANDLORD"); and
(1) CRYSTAL DECISIONS (UK) LIMITED (Company Number 2062372) whose
registered office is at The Broadwalk, 00 Xxx Xxxxxxxx, Xxxxxx X0 0XX
(the "TENANT")
RECITALS
(A) By a Lease of even date made between the Landlord (1) and the Tenant
(2) ("the Lease") the Landlord demised unto the Tenant the premises
known as The Broadwalk, Ealing Broadway Centre, London W5 ("the
Premises") for a term of five years commencing on 29 September 2001 and
expiring on 28 September 2006 ("the Term").
(B) The Plant and Equipment is Landlord's fixtures and fittings and forms
part of the Premises.
(C) The Landlord has collected the Replacement Amount in the event the
Plant and Equipment is in need of replacement. The Landlord has now
agreed subject to the terms of this Deed to make available to the
Tenant the Replacement Amount in order that the Tenant can comply with
its covenants in the Lease relating to the Plant and Equipment.
1. DEFINITIONS
1.1 In this deed the following definitions apply:
"ACT"
means the Landlord & Tenant Act 1954;
"ITEM"
means any item or items of Plant and Equipment;
"PLANT AND EQUIPMENT"
means the four boilers in the fourth floor plant
room, the circuit pumps and hot water pump, air
cooled chiller-roof, hot water calorifiers, office
air handling units and the two passenger lifts;
"REPLACEMENT AMOUNT"
means the sum of L127,234;
"REPLACEMENT COST"
means the capital cost of purchasing a replacement
for any Item exclusive of any VAT and excluding any
labour or professional costs of installing it or
removing the old Item;
"WORKING DAY"
means a day (except for Saturday and Sunday) on which
clearing banks in the City of London are (or would be
open but for a strike, lock out or other stoppage
affecting a particular bank or banks generally) open
during banking hours.
2. MAINTENANCE CONTRACTS
The Tenant will take out and/or maintain as appropriate during the Term
suitable maintenance contracts ("Contracts") in respect of the Plant
and Equipment any new Contracts or variations to existing Contracts to
be in a form approved by the Landlord (such approval not to be
(unreasonably withheld)
3. REPLACEMENT OF PLANT AND EQUIPMENT
In the event of it becoming necessary for the Tenant to replace an Item
in order to comply with its covenants in the Lease the Tenant may
request that the Landlord pays to the Tenant a sum from the Replacement
Amount as represents the Replacement Cost (or a contribution equal to
the Replacement Cost if the figure required is in excess of the
Replacement Amount)
3.1 Any request by the Tenant for payment of the Replacement Cost is to be
in writing and is to contain full details of the Item which needs
replacing and a breakdown of the Replacement Cost for it
3.2 Within 28 days of the Landlord having received a written request
containing the details mentioned in clause 3.1 together with such
further details as the Landlord may reasonably require, the Landlord
will confirm in writing to the Tenant whether it agrees that the
Replacement Cost requested should be paid from the Replacement Amount
3.3 If the Landlord confirms it will pay the whole or any part of the
requested Replacement Cost the Landlord may also require that:
3.3.1 the Tenant has the Item replaced by one of the Landlord's
approved contractors or suppliers; and
3.3.2 the Tenant procures that the Landlord has the benefit of any
warranties or guarantees in respect of the Item.
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3.4 Upon completion of the replacement of the Item the Tenant shall supply
all appropriate invoices to the Landlord including a valid VAT invoice
from the Tenant addressed to the Landlord in respect of Replacement
Cost ("Invoices").
3.5 Provided the Landlord's requirements (if any) have been complied with
the Landlord shall pay to the Tenant within twenty eight days of the
production by the Tenant of the Invoices the Replacement Cost.
3.6 In relation to any Item which may be replaced under the terms of this
Deed:
3.6.1 the Tenant's covenants in the Lease will apply to such Item
3.6.2 it will become a Landlord's fixture and fitting to remain at the
Premises at the end of the Term
4. DISPUTES
Where there is a dispute between the Landlord or the Tenant under the
provisions of this Deed then the Dispute shall be referred to an
independent surveyor of at least 10 years' relevant experience to be
agreed between the parties or, in the absence of agreement within 10
Working. Days to be appointed on the request of either party by the
President or a Vice-President for the time being of the Royal
Institution of Chartered Surveyors and he shall act as an expert and
not as an arbitrator.
5. CAPITAL ALLOWANCES
The Tenant recognises that the Landlord will be seeking capital
allowances on the Replacement Cost under the Capital Allowances Act
2001 Sections 537 and 538 as contributions towards the provision of
machinery and plant (those words having the same meanings as in the
Capital Allowances Act 2001) and accordingly the Tenant:
5.1 undertakes that it will not itself seek such capital allowances; and
5.2 will render and will cause its professional advisers to render to the
Landlord all assistance and information which the Landlord may
reasonably require in order to seek and secure such capital allowances
6. VAT
In the event of the Landlord paying an amount to the Tenant in respect
of value added tax on a supply by the Tenant to the Landlord in
circumstances where value added tax was not properly chargeable the
Tenant agrees that forthwith upon notification of the same from the
Customs & Excise it will apply pursuant to the Value Added Tax Act 1994
Section 80 for repayment of such amount and upon receiving the same
shall account for it to the Landlord
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7. END OF THE TERM
7.1 At the end of sooner determination of the Term the Tenant will hand to
the Landlord any guarantees or warranties (if any) in respect of any
Item which has been replaced.
7.2 If under the provisions of the Act there is to be no renewal of the
Lease then the provisions of this Deed will be of no further effect and
the Landlord will be entitled to any sum remaining of the Replacement
Amount.
7.3 If under the provisions of the Act there is a renewal of the Lease then
in respect of any sum remaining of the Replacement Amount the Landlord
will grant to the Tenant a Deed on similar terms to this Deed.
7.4 For the avoidance of doubt the Landlord's maximum liability under the
terms of this Deed and further Deed under clause 7.3 is the Replacement
Amount.
8. COSTS
Each of the parties hereto shall be responsible for their own costs in
connection with the preparation and completion of this Deed.
9. THIRD PARTIES
Unless expressly stated nothing in this Deed will create any rights in
favour of any person pursuant to the Contracts (Rights of Third
Parties) Act 1999.
IN WITNESS whereof the parties hereto have executed this Deed as a Deed the day
and year first before written.
EXECUTED as a DEED by )
EALING BROADWAY (NO. 1) LIMITED )
acting by:- ) (Illegible Signature)
Director/Authorised Signatory
Director/Secretary
EXECUTED as a DEED by )
EALING BROADWAY (NO.2) LIMITED )
acting by:- ) (Illegible Signature)
Director/Authorised Signatory
Director/Secretary
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