UK-Peterborough-Werringon Centre-Olympus House Lease - Caec Howard (Arkwright) Ltd. and Premier Research Worldwide Ltd.
DATED 10th December 1999
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CAEC HOWARD (ARKWRIGHT) LIMITED
and
PREMIER RESEARCH WORLDWIDE LIMITED
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LEASE
relating to Suites 1-10 Olympus House
Werringon Centre Peterborough
in the County of Cambridgeshire
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BIRCHAM & CO.
SOLICITORS
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LEASE dated 10th December 1999
1. PARTICULARS
1.1 The Landlord
CAEC HOWARD (ARKWRIGHT) LIMITED
1.2 The Tenant
RESEARCH DATA WORLDWIDE LIMITED whose registered office is at 400
Carability Green Luton Bedfordshire
1.3 The Property
Ground floor office accommodation together with ancillary toilet
accommodation shown for the purposes of identification only edged green
on the attached plan and known as Suites 1-10 forming part of the
Building
1.4 The Building
The building shown for the purposes of identification only edged red
on the attached plan and known as Olympus House Werrington Peterborough
1.5 The Term
A term of ten years commencing on 1st October 1999 and any statutory
continuation of the term of years
1.6 The Rent
From 1st October 1999 until 30th September 2004 the yearly rent of
(pound)70,720 exclusive and thereafter such rent as may from time to
time be agreed or determined in accordance with clause 6.7 by equal
monthly instalments in advance on the first day of each month the first
payment for the period from 1st October 1999 to 30th November 1999 to
be made on the completion of this lease
1.7 The Basic Service Charge
(pound)22,115.50 per annum exclusive payable by equal monthly
installments on the rent days (such charge being subject to adjustment
and review in accordance with the provisions of the schedule hereto)
the first payment for the period from 1st October 1999 to 30th November
1999 to be made on the signing of this lease
1.8 The Permitted Use
Office accommodation and ancillary medical testing laboratory
1.9 The Car Park
The car park forming part of the Building
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2. LEASE
2.1 Demise
The Landlord lets the Property to the Tenant together with the
rights specified in sub-clause 2.3 but excepting and reserving
the rights specified in sub-clause 2.3 for the term specified
in item 1.5 of the Particulars the tenant paying yearly and
proportionately for any fraction of a year the Rent and the
Basic Service Charge at the times and in the manner specified
in items 1.6 and 1.7 of the Particulars respectively
2.2 Rights for the Tenant
The following rights (which are common to the Landlord and occupiers of
other properties adjoining or neighbouring the Property) are included
in the letting:
2.2.1 the right (with or without vehicles on carriageways)
to go pass and re-pass to and from the Property over
and along any private highways and service yards
belonging to the Landlord giving access to the
Property until in respect of the said private
highways such time as the same shall become
maintainable at the public expense
2.2.2 the right to use the toilet accommodation within the
Building and which forms part of the Common Parts
2.2.3 the right of way on foot over the passageways within
the Building and which form part of the Common Parts
thereof to gain access to the Property
2.2.4 the right to free and uninterrupted use (subject to
minimum temporary interruption for repair alteration
or replacement) for the purpose of necessary supplies
to the Property of all Service Installations which
are not part of the Property
2.2.5 the right for the Property to be supported and
protected by the remainder of the Building
2.2.6 The right to park cars within the Car Park subject at
all times to the directions given from time to time
by the Landlord's Surveyor concerning the use of the
Car Park and the allocation of parking spaces therein
by means of regulations given under the provisions
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of clause 4.32(a) and (b) hereof or otherwise BUT at
no time shall the Tenant be allocated less than ten
car parking spaces in the Car Park except when works
of repair or maintenance to the Building make this
impossible
2.3 Exceptions
There is excepted and reserved to the Landlord the free and
uninterrupted use of all Service Installations which are in the
Property and serve other properties or which shall come into existence
within 80 years of the date of this lease
3. INTERPRETATION
In this Lease (including any schedule) where the context admits:
3.1 the Particulars means the Particulars set out in clause 1 of
this lease and references to numbered items of the Particulars
are references to the numbered sub-clauses of that clause
3.2 the Landlord means the person named as Landlord in item 1.1 of
the Particulars and includes any other person for the time
being entitled to the immediate reversion on this lease
3.3 the Tenant means the person named as the Tenant in item 1.2 of
the Particulars and includes the successor in Title of the
Tenant to the term created by this Lease
3.4 the Guarantor means the person (if any) named as the Guarantor
in item 1.3 of the Particulars
3.5 the Property means the property described in item 1.4 of the
Particulars and includes:
3.5.1 any service installations exclusively serving the
Property notwithstanding they might extend beyond the
boundaries of the Property
3.5.2 all fixtures and fittings (except tenant's trade
fixtures and fittings) in or forming part of the
Property
3.5.3 And it is agreed and declared that:
3.5.3.1 the walls where these are common to other
parts of the building of which the Property
is part shall be treated as party walls and
maintained as such
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3.5.3.2 the structural part of any ceiling is not
part of the Property but any decorative
finish or false ceiling applied or fixed
thereto is part of the Property
3.5.3.3 the decorative finishes (including plaster)
within the Property applied to the
structural parts of the Building form part
of the Property
3.5.3.4 The structural part of any floor is not part
of the Property but any finish applied or
fixed thereto is part of the Property
3.6 the Building means the building known as Olympus House and
external areas shown for the purposes of identification only
edged red on the attached plan of which the Property forms
part
3.7 the Centre includes the Building and means the land and
buildings known as the Werrington Centre Staniland Way
Peterborough the approximate boundaries of which are shown by
the thick broken black line on the plan attached hereto and
where the context admits any additional buildings in which
after (but not more than 80 years after) the date of this
lease Landlord shall have acquired a freehold or leasehold
interest and which shall have been so constructed as to form
an integral part of the Centre
3.8 the Common Parts mean any pedestrian ways concourses and
circulation areas toilet accommodation staircases escalators
and lifts service roads and servicing areas forecourts car
parks landscaped areas signs walls and any other structures
and any other ways or areas which areas are designated from
time to time by the Landlord for common use by or for the
benefit of those occupying the Centre and those visiting it
except the Building Common Parts
3.9 the Building Common Parts mean the items listed under this
definition of the Common Parts but in this case they are
limited to those within the Building for the common use of
those occupying the Building and not the Centre as a whole
3.10 the Retained Parts mean the Common Parts and any storage or
plant rooms used in connection with the provision of services
by the Landlord and all
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Service Installations which serve the Building except the
Building Retained Parts
3.11 the Building Retained Parts means the Building Common Parts
and any storage boiler and plant rooms used in connection with
the provision of the services by the Landlord to the occupiers
of the Building and not the Centre as a whole and all Service
Installations within the Building and those outside it which
exclusively serve it
3.12 the Service Installations means sewers pipes wires flues ducts
channels drains gutters gullies and similar conduits and
apparatus for the supply of water electricity gas telephone
television or radio signals or for the disposal of fumes or
foul or surface water
3.13 the Rent means the sum specified as Rent in item 1.6 of the
Particulars or such other sum as shall for the time being be
Rent under the provisions of clause 6.7
3.14 the Landlord's Surveyor means the Head of Property Service for
the time being of the Landlord or such other person appointed
by the Landlord to act as its Surveyor for the purpose of this
lease who may or may not be a person in the full-time
employment of the Landlord
3.15 Person includes a company corporation or other body legally
capable of holding land
3.16 Masculine includes the feminine and the singular the plural
and vice versa
3.17 Obligations undertaken by more than one person are joint and
several obligations
3.18 any covenant by the Tenant not to do any act or thing shall be
construed as if it were a covenant not to do or permit or
other such act or thing
3.19 rights excepted and reserved or granted to the Landlord shall
be construed as excepted and reserved or granted to the
Landlord and all persons authorised by the Landlord
4. TENANT'S COVENANTS
The Tenant covenants with the Landlord as follows:
4.1 To pay Rent
To pay the Rent and the Basic Service Charge at the times and in the
manner
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described in items 1.6 and 1.7 of the Particulars respectively
4.2 Outgoings
To pay all existing and future rates taxes assessments
impositions and outgoings assessed or imposed on or in respect of the
Property (whether assessed or imposed on the Landlord or the Tenant)
except:
4.2.1 any tax in respect of the rents under this Lease (other than any
amounts payable under clause 4.36)
4.2.2 any tax in respect of the Grant of this Lease
4.2.3 any tax in respect of any dealing by the Landlord with the
reversion immediately expectant on the determination of the term
4.3 Interest on arrears
If any rent or other sums payable by the Tenant to the Landlord under
this Lease shall be due but unpaid for 21 days to pay on demand to
the Landlord (if the Landlord shall so require) interest at 3% above
the current Barclays Bank plc base lending rate from time to time
(which interest rate shall still apply after and notwithstanding any
judgment of the Court) on such money from the due date until payment
provided that this sub-clause shall not prejudice any other right
remedy in respect of such money
4.4 Repair and Decoration
4.4.1 To repair maintain and renew the interior of the
Property and keep the Property (other than the
structure of the Building which may form part of it
but including in particular the carpets and other
decorative finishes applied thereto) clean and in
good repair
4.4.2 As often as shall in the reasonable opinion of the
Landlord's Surveyor be necessary in order to maintain
a high standard of decorative finish and
attractiveness as well as to preserve the Property
(and at least once in any period of five years of the
term and in the last six months of the Tenant's
occupation of the property) to clean prepare and
paint or polish or otherwise treat in the appropriate
manner approved by the Landlord's Surveyor all
internal materials surfaces and finishes of the
Property and to wash all surfaces requiring washing
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4.4.3 At the end of the tenancy created by this Lease to
give up the Property duly repaired and decorated in
accordance with the provisions of this sub-clause
PROVIDED THAT.
4.4.4.1 All work referred to in this clause
shall be done in a good and workmanlike
manner and to the reasonable
satisfaction of the Landlord's Surveyor
4.4.4.2 Papering and painting carried out in the
last six months of the Tenant's
occupation of the Property shall be
carried out in colours first approved in
writing by the Landlord's Surveyor
4.4.4.3 Damage by fire or any other peril
covered by the Landlord's insurance is
excepted from the Tenant's liability
under this sub-clause unless the whole
or part of the insurance money is
irrecoverable by reason of any act or
default of the Tenant
4.4.4.4 The Tenant shall pay the Landlord's
Surveyor's reasonable and proper fees
incurred as a result of any breach of
this sub-clause
4.4.4.5 The Tenant shall pay a sum equivalent to
the loss of rent incurred by the
Landlord during such period as is
reasonably required for the carrying out
of works after the end of the tenancy by
reason of any breach of this sub-clause
without prejudice to any other right of
the Landlord
4.5 Maintenance
4.5.1 To keep the service installations which solely serve
the Property clear unobstructed and in good and fair
condition and not to do anything which causes an
obstruction or damage to any service installation in
the Centre
4.5.2 To take all necessary precautions against frost
damage to any pipes or water apparatus in the
Property
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4.5.3 To take all necessary care and precautions to avoid
water damage to any other part of the Centre by
reason of bursting or overflowing of any pipe tank or
water apparatus in the Property and to indemnify the
Landlord against liability for any such damage
4.5.4 To clean the inner surface of the windows and other
lights and any glass in the doors and the skylights
of the Property as often as reasonably necessary
4.6 To repair on notice
4.6.1 To make good with all practicable speed (commencing
work within two months or sooner if necessary and
then proceeding diligently) any defect in repair or
decoration of the Property for which the Tenant is
liable in accordance with the Tenant's covenants and
of which the Landlord has given notice in writing
4.6.2 If the Tenant shall not comply with paragraph 4.6.1
to allow the Landlord to enter the Property and make
good such defects and to repay to the Landlord on
demand the expense of doing so (including surveyor's
fees)
4.7 Statutory requirements
4.7.1 To execute works and do all things on or in respect
of the Property which are required by the Offices
Shops and Railway Premises Act 1963 or any other
present or future Act of Parliament or by any order
byelaw or regulation
4.7.2 To comply with all requirements of any present or
future Act of Parliament order byelaw or regulation
as to the use of or otherwise concerning the Property
4.8 To permit entry
4.8.1 To permit the Landlord and the Landlord's agents and
workmen and all others authorized by it on reasonable
notice during normal working hours (except in
emergency) to enter the Premises for the purposes of:
4.8.1.1 viewing and recording the condition of the
Property
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4.8.1.2 repairing maintaining altering or
cleaning any part of the Building (other
than the Property) or premises adjoining
the Building
4.8.1.3 repairing maintaining cleaning altering
replacing or adding to any of the
Service Installations which serve other
parts of the Centre or nearby premises
and for any other reasonable purpose
connected with the management of the
Landlord's adjoining or nearby property
PROVIDED that the Landlord shall make good all damage to the Property
caused by such entry
4.9 Letting Board
During the last six months of the tenancy created by this
Lease to allow a letting board or notice to be displayed on
the Property and during the whole of the term to allow a sale
board or notice to be displayed on the Property (but not so
that any board or notice unnecessarily obstructs the light of
the Property) and to allow prospective tenants or purchasers
to view the Property at all reasonable times on reasonable
notice
4.10 Alienation
4.10.1 Unless otherwise permitted under this Clause the
Tenant shall not:
4.10.1.1 hold the Property expressly or impliedly
on trust for another person
4.10.1.2 part with possession of the Property
4.10.1.3 share possession of the Property with
another person
4.10.1.4 allow anyone other than the Tenant or
its employees to occupy the Property
4.10.2 The Tenant shall not assign a part (as distinct from
the whole) of the Property
4.10.3 The Tenant shall not assign the whole of the Property
without:
4.10.3.1 procuring that any intended assignee
("the Assignee") of the Demised Premises
enters into direct covenants
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with the Landlord to pay the rents
reserved by this Lease and observe and
perform all the Tenant's covenants in
this Lease from the date of the
assignment or transfer of the Tenant's
interest hereunder to the Assignee for
the residue of the Term or until such
interest is further assigned (other than
by an excluded assignment within the
meaning of Section 11 of the Landlord
and Tenant (Covenants) Act 1995)
whichever is the shorter period
4.10.3.2 obtaining the consent of the Landlord
(such consent not to be unreasonably
withheld)
4.10.3.3 first entering into an Authorised
Guarantee Agreement within the meaning
of Section 16 of the Landlord and Tenant
(Covenants) Act 1995 in a form
reasonably required by the Landlord
4.10.4 The Landlord may refuse the consent referred to at
4.10.3 above where there is at the time of the
Tenant's request for such consent any subsisting
breach of the Tenant's covenants hereunder
4.10.5 The Landlord shall be entitled to require as a
condition precedent to the grant of the consent
referred to at 4.10.3.2 above
4.10.5.1 (where the proposed assignee is a
corporate body) the provision of a deed
of covenant duly executed by one or more
guarantors reasonably acceptable to the
Landlord by which he or they enter into
covenants with the Landlord in the form
of the covenants set out in the Clause 8
hereto, and/or
4.10.5.2 the deposit with the Landlord of a sum
equal to at least one half of the yearly
rent payable hereunder for the time
being in such form as the Landlord may
reasonably require
4.10.5.3 The power of the Landlord to decide upon
any of the matters requiring its
decision under sub-clause or
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4.10.5.4 shall be exercised reasonably
4.10.6 The Tenant shall not charge a part (as distinct from
the whole) of the Property
4.10.7 The Tenant shall not charge the whole of the Property
except to a bank or similar financial institution for
the purpose only of borrowing money on the security
of this Lease
4.10.8 The Tenant shall not underlet the whole or any part
of the Property:
4.10.8.1 unless the proposed undertenant has
first covenanted by deed with the
Landlord in such form as the Landlord
may reasonably require that with effect
from the date of the underlease and
during the term thereof
the undertenant will observe and perform
all the provisions of the underlease to
be observed and performed by the
undertenant; nor
4.10.8.2 (where the proposed undertenant is a
corporate body and the Landlord
reasonably so requires) without first
procuring a covenant by deed with the
Landlord from two individuals who are or
a company which is acceptable to the
Landlord as surety for the undertenant;
nor
4.10.8.3 except by way of a "permitted
underlease"; nor
4.10.8.4 (in the case of an underletting of part)
in a unit or units first approved by the
Landlord (such consent not to be
unreasonably withheld or delayed); nor
4.10.8.5 without the prior written consent of the
Landlord (which will not be unreasonably
withheld or delayed)
4.10.9 A "permitted underlease" is an underlease which
4.10.9.1 is granted without any fine or premium
4.10.9.2 reserves a rent not less than the
greater of the best rent which the
Tenant ought reasonably to obtain in the
open market upon the grant of such
underlease and the
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Rent then payable or that reasonably
attributable to the permitted part being
that part of the Property approved by
the Landlord in accordance with Clause
4.10.6.4
4.10.9.3 incorporates provisions for the review
of rent at the same times and on the
same basis as in this Lease; and
4.10.9.4 is (so far as is consistent with an
underlease) in a form substantially the
same as this Lease except that further
subletting shall be prohibited
4.10.9.5 is excluded from the operation of
sections 24-28 of the Landlord and
Tenant Act 1954; and
4.10.9.6 would not if granted produce more than
two exclusively occupied units of
accommodation in the Property
4.10.10 The Tenant shall enforce and shall not waive or vary
the provisions of an underlease and shall operate at
the relevant dates of review the rent review
provisions contained in an underlease but shall not
agree the rent upon such a review without the prior
approval of the Landlord
4.10.11 The Tenant may share occupation of the Property with
a company that is a member of the same group (as
defined by Section 42 of the Landlord and Tenant Act
1954):
4.10.11.1 for so long as both the Tenant and that
company remain members of the same
group; and
4.10.11.2 provided that no tenancy is created, and
4.10.11.3 provided that within 21 days of such
sharing the Landlord receives notice of
the company sharing occupation and the
address of its registered office
Notification
4.11.1 The Tenant shall upon request from time to time
provide within one month all information which the
Landlord may request under section 40(1)(a) and (b)
of the Landlord and Tenant Act 1954
4.11.2 The Tenant shall within 28 days of any assignment
charge or
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underlease of or of any other devolution of this
Lease or of any interest deriving from this Lease
give notice thereof to the Landlord's solicitor
produce for registration the original or a certified
copy of the document effecting or evidencing such
devolution and pay such reasonable registration fee
as the Landlord's solicitor may require being not
less than (pound)20 (plus VAT)
4.12 Heating Equipment
4.12.1 Not to provide within the Property equipment for the
dissipation of heat unless it is of a quality
character and design previously approved of in
writing by the Landlord's Surveyor and to install
such equipment in accordance with the reasonable
requirements of the Landlord's Surveyor
Heating
4.12.2 Not at anytime during the Term to install or use
heating equipment in the Property for space heating
or heating the main water supply therein save with
the prior consent of the Landlord's Surveyor
equipment using for these purposes a supply of heat
from the Landlord's Heating Plant for the Building
Provided that the Tenant may use other forms of
heating at times when the supply of heat for the
said Heating Plant may fail or be reduced below that
sufficient to keep the Property and any hot water
supply at a reasonable temperature
4.13 Alterations
4.13.1 Not to make any alterations or additions affecting
the structure of the Property or its external
appearance
4.13.2 Not without the Landlord's written consent (which
shall not be unreasonably withheld) to make any
other alterations or additions to the Property
4.13.3 Not to install or erect any exterior lighting shade
or awning or place leave or install any merchandise
or other things or structure in front of or
elsewhere outside the Property
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4.13.4 At the end of the tenancy created by this Lease if
so required by the Landlord substantially to
reinstate the Property to the same condition as it
was in at the date of grant of this Lease such
reinstatement to be carried out under the
supervision and to the reasonable satisfaction of
the Landlord's Surveyor
4.13.5 To procure that any alterations or additions to the
Property which shall be permitted by the Landlord
under paragraph (b) shall be carried out only by
contractors first approved in writing by the
Landlord (which approval shall not be unreasonably
withheld)
4.14 Signs
4.14.1 Not to place on the exterior of the Property any
name writing notice sign placard sticker or
advertisement
4.14.2 To remove if so required by the Landlord's Surveyor
any signs placards stickers or advertisements on or
inside the windows of the Property which shall in
his reasonable opinion detract from the appearance
of the Property or the Centre as a whole
4.15 Deliveries etc
4.15.1 Not to load or unload vehicles except in the service
roads or servicing areas or yards and in the course
of such loading or unloading
4.15.1.1 to comply with all reasonable
requirements and regulations of the
Landlord and
4.15.1.2 not to cause any unnecessary obstruction
4.15.1.3 Not to permit any motor vehicle or
trailer to be parked in the service
roads or servicing areas or yards except
for such period of time as may be
reasonable for loading or unloading or
as may be otherwise permitted by the
Landlord
4.16 Noisy machinery
Not to install or use in or upon the Property any machinery or
apparatus which causes noise or vibration which can be heard or felt in
adjoining premises or which may cause structural damage
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4.17 As to supply services
4.17.1 To comply with the requirements and regulations of
the statutory authorities or other supply companies
with regard to any Service Installation in the
Property
4.17.2 Not without the Landlord's written consent (which
shall not be unreasonably withheld) to carry out the
work to any service installation as is referred to
in paragraph (a) or make any alteration or extension
to it
4.18 Nuisance
Not to do anything upon the Property which is or may become a nuisance
damage or annoyance to the Landlord or to the tenant or occupier of
other parts of the Centre
4.19 Use
4.19.1 Not to use the whole or any part of the Property
4.19.1.1 for any illegal or immoral purpose
4.19.1.2 for any offensive noisy or dangerous
trade business or manufacture
4.19.1.3 otherwise than as an office
4.19.1.4 Not to use the whole or any part of the
Property for any business other than the
business specified in item 8 of the
Particulars or for any class of business
other than the class of business so
specified without the previous written
consent of the Landlord Provided that:
4.19.2 the Landlord shall be entitled to withhold its
consent referred to in the above clause at its
absolute discretion if it is of the opinion that the
proposed change would or might adversely affect the
tenant-mix of the Centre (that is to say the balance
between different businesses and classes of business
carried on) whether by causing excessive competition
or otherwise
4.19.3 subject to clause 4.19.2 the Landlord's consent shall
not be unreasonably withheld
4.19.3.1 Not to allow any person to reside or
sleep on the
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Property
4.19.3.2 Not to hold any sale by auction on the
Property
4.19.3.3 Not to install any automatic vending
machine on any part of the exterior of
the Property
4.20 Use of Common Parts
To comply with the Landlord's reasonable regulations as to hours and
times during which any part of the Common Parts and the Building Common
Parts shall be closed for servicing cleaning or redecorating or some
other reasonable purpose
4.21 Not to invalidate insurance
4.21.1 Not (by act or omission) to do anything which may
invalidate any insurance policy effected by the
Landlord in respect of the Centre including the
Property or increase the premium for it
4.21.2 To repay to the Landlord all sums paid by way of
increased premiums by reason of any breach by the
Tenant of paragraph (a)
4.21.3 To notify the Landlord in writing within 24 hours of
any outbreak of fire in the Property or other event
likely to lead to a claim on the Landlord's insurance
relating to the Property
4.22 Tenant's Insurances
4.22.1 To maintain in force throughout the term insurance in
respect of the Property against liability to third
parties for injury to or deaths of any person or
damage to any property and to maintain such insurance
for the benefit of the Landlord as well as the Tenant
and to produce to the Landlord on request the policy
relating to any insurance specified in paragraph (a)
and the last premium receipt
4.22.2 To indemnify the Landlord in respect of any loss or
damage which the Tenant is obliged to insure against
under this sub- clause
4.23 Obstruction to access
4.23.1 Not to place or leave anything in the Common Parts
and the Building Common Parts or otherwise obstruct
them
4.23.2 To indemnify the Landlord against any damage which
may arise by reason of the Landlord (in order to
clear fire escape routes or
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otherwise) removing goods placed or left in breach of
the covenant in paragraph (a)
4.23.3 To make good immediately any damage caused to the
Retained Parts and the Building Retained Parts by the
Tenant or any employee or licensee of the Tenant
4.24 Floor loadings
4.24.1 Not to overload floors or any other structure of the
Property
4.24.2 Forthwith to make good to the reasonable satisfaction
of the Landlord's Surveyor any damage caused to the
Property or the Building by any breach of paragraph
(a) hereof
4.25 Music etc
Not to play or use any musical instrument or apparatus which reproduces
sound in the Property so that it can be heard in adjoining premises or
in the Building if the Landlord shall in its absolute discretion
consider such sound is undesirable and give written notice to the
Tenant to that effect
4.26 Animals
Not to keep any animal fish reptile or bird in the Property
4.27 Pests
To take all practical steps to keep the Property clear of rats mice and
other pests
4.28 To pass on Notices
To supply The Landlord with a copy of any notice affecting the Property
served on the Tenant by any competent authority (or received by the
Tenant from any other person) immediately it is received by the Tenant
4.29 As to Planning Acts
4.29.1 To comply with all the requirements under the Acts
relating to Town and Country Planning which affect
the Property
4.29.2 Not without the Landlord's written consent to make
any application for planning permission affecting the
Property nor to implement any such permission
4.30 To preserve easements
4.30.1 To preserve so far as the Tenant is able all rights
of light and
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other easements enjoyed by the Property and at all
times to afford to the Landlord such facilities and
assistance as may enable the Landlord to prevent
anyone acquiring any right of light or other easement
over the Property
4.31 Expenses of the Landlord
To pay to the Landlord on an indemnity basis all costs fees
charges disbursements and expenses (including without
prejudice to the generality of the foregoing those payable to
counsel solicitors surveyors and bailiffs) incurred by the
Landlord in relation or incidental to:
4.31.1 every application made by the Tenant for a consent or
approval required or made necessary by the provisions
of this Lease whether or not such consent or approval
shall be granted or given
4.31.2 the preparation and service of a notice under Section
146 of the Law of Property Act 1925 or incurred by or
in contemplation of proceedings under Sections 146 or
147 of that Act notwithstanding that forfeiture is
avoided otherwise than by relief granted by the Court
4.31.3 the effecting of any forfeiture not requiring such
notice
4.31.4 the recovery or attempted recovery of arrears of rent
or other sums due from the Tenant
4.31.5 any steps taken in contemplation of or in connection
with the preparation and service of all notices and
schedules (whether statutory or otherwise) relating
to wants of repair to the Demised Premises or other
breaches of the Tenant's covenants in this Lease
whether served during or after the expiration of the
Term and the inspection and supervision of any works
required to be done
4.32 Regulations and Refuse
4.32.1 To comply with all such regulations (consistent with
the terms of this Lease) for the proper management of
the Centre or the comfort or convenience of its
occupiers or the control or security
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of the Common Parts and the Building Common Parts and
other Retained Parts as the Landlord shall make from
time to time and communicate in writing to the Tenant
4.32.2 In particular to comply with such regulations as are
referred to in clause 4.32.1 with regard to car
parking and the disposal of refuse and also to comply
with all requirements of any interested authority as
to refuse disposal
4.33 Discharge private sewers
4.33.1 Not to discharge any trade effluent as defined by the
Public Health (Drainage of Trade Premises) Act 1937
as amended (or any re-enactment of the same) from the
Property into any private sewers for the time being
serving the same without the consent of the Landlord
and any competent authority and then subject to such
conditions as may be imposed including the charges
for treatment
4.33.2 Not to allow anything but water to be discharged into
any surface water sewer serving the Property
4.34 Security and fire alarms
4.34.1 To permit the duly authorised employees and agents of
the Landlord and any security company which is
responsible for maintaining any fire alarm systems in
the Centre to enter the Property upon reasonable
notice during the usual business hours for the
purpose of servicing and maintaining such systems
Provided that the Landlord or security company
respectively shall make good any damage to the
Property
4.34.2 To maintain repair and when necessary renew any fire
alarms and ancillary equipment installed in the
Property by the Landlord
4.34.3 Not to make any connections to any alarm systems
provided by the Landlord without the prior written
consent of the Landlord's Surveyor and then not to
install in the Property any equipment or apparatus
which is intended to be an extension of any such fire
alarm system other than such apparatus or equipment
as is
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compatible with the Landlord's equipment comprising
that system
4.35 Keys and Signs
At the end of the tenancy created by this Lease to give up all keys of
the Property to the Landlord and remove all lettering and signs put up
by the Tenant in the Property and forthwith to make good an y damage
caused by such removal
4.36 VAT
In addition to the rents fees and other
sums payable by the Tenant under this Lease to pay any Value Added Tax
(or any substituted or similar tax) which is now or may become payable
in respect of any such rents fees and other sums
5. LANDLORD'S COVENANTS
The Landlord covenants with the Tenant as follows:
5.1 Quiet Enjoyment
That as long as the Tenant pays the rent and complies with the terms of
the Lease the Tenant may enjoy the Property peaceably during the term
without any interruption by the Landlord or any person lawfully
claiming under or in trust for the Landlord
5.2 To insure
5.2.1 To keep the Building (including the Building Retained
Parts) and a sum to cover two years' rents insured
against fire and such other perils as the Landlord
may from time to time reasonably insure against such
insurance to be effected with a substantial and
reputable insurance office for the full reinstatement
value (including the cost of demolition and all
necessary professional fees in connection with
reinstatement)
5.2.2 In case of damage to the Building or any part of it
to apply any insurance money received by the Landlord
under the insurance referred to in paragraph (a) in
reinstating such damage as quickly as reasonably
practicable
5.3 To provide services
Within the Centre
5.3.1 To keep the Common Parts and Service Installations
serving the
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Centre which are not the liability for repair of any
tenant or other occupier of Property therein
adequately repaired maintained cleaned and lighted
until these may be declared maintainable at the
public expense
Within the Building
5.3.2 To keep those parts of the Building including the
Building Common Parts which are not the liability for
repair of any tenant or other occupier thereof and in
particular the exterior and main structure and roof
of the Building and the Service Installation serving
it adequately repaired maintained decorated and
cleaned and to clean light and heat the Building
Common Parts and to provide heating to the areas of
the Building intended for letting to at least the
standard required under any statutory provisions for
office premises and to maintain an adequate supply of
hot water to the wash hand basins in the toilets of
the Building and other equipment and supplies in such
toilets as may be reasonable
6. PROVISOS
The Parties agree that the lease is subject to the following
provisions:
6.1 Landlord's right of re-entry
In any of the following events:
6.1.1 If any rent or other sum due under this Lease is
unpaid for 28 days after becoming due (whether
formally demanded or not)
6.1.2 If there is a breach of any of the Tenant's covenants
contained in this Lease
6.1.3 If the Tenant (being an individual) becomes bankrupt
or makes any composition with his creditors or (being
a company) enters into liquidation (except voluntary
liquidation for the purpose of reconstruction or
amalgamation) or has a receiver appointed
6.1.4 if execution is levied on goods in the Property Then
the Landlord may re-enter the Property and the tenancy
created by this Lease shall immediately come to an end
and the re-entry shall not prejudice any of the
Landlord's other rights and remedies
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6.2 Suspension of rent
6.2.1 If the whole or any part of the Property or its
essential accesses or services are destroyed or
damaged by fire or any other risk covered by the
Landlord's insurance so as to render the Property
unfit for use then (unless the insurance money or
any part thereof is irrecoverable by reason of any
act or default of the Tenant) the rent or a fair
proportion of it according to the nature and extent
of the damage shall be suspended until the date that
the Property with the essential accesses and
services is again fit for occupation
6.2.2 Any dispute concerning this sub-clause shall be
referred to arbitration in the manner specified in
clause 7
6.2.3 Clause 6.2.1 above shall not apply if the Property
with its essential accesses and services are repaired
or reinstated within two weeks after the occurrence
of the damage in question
6.3 Landlord's right to alter the premises
6.3.1 The Landlord shall be entitled to alter add to and
execute works on other parts of the Centre or
adjoining or nearby premises of the Landlord
(including if necessary work on the part of the
building above the Property and the erection of
scaffolding in front of the Property) notwithstanding
that the access of light and air to the Property may
be interfered with
6.3.2 The Landlord shall be entitled to alter the Common
Parts and the Building Common Parts but not so as to
render the access to or amenities of the Property
substantially less convenient for the Tenant
6.4 Accidents
6.4.1 The Landlord shall not be responsible to the Tenant
or the Tenant's licensees nor to any other person in
the Property:
6.4.1.1 for any accident happening or injury
suffered in the Property
6.4.1.2 for any damage or loss of any goods or
property sustained in the Property
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6.4.2 The Landlord shall not be responsible to the Tenant
or the Tenant's licensees nor to any other person in
the Centre:
6.4.2.1 for any accident happening or injury
suffered in the Centre
6.4.2.2 for any damage or loss of any goods or
property sustained in the Centre
Except where due to the negligence of any employee of the Landlord
6.5 As to goods left on the Property
If at the end of the tenancy any furniture or effects belonging to the
Tenant are left in the Property for more than 14 days the Landlord
shall have the power to remove them and to sell the same as agent for
and on behalf of the Tenant and the Landlord shall pay or account to
the Tenant on demand for the proceeds of sale (but not any interest
thereon) less any costs of storage and sale reasonably incurred by the
Landlord
6.6 Without prejudice to the
generality of the covenants by the Tenant
hereinbefore contained it is agreed that (a) in the event of
the service of a notice under any statutory provision
requiring by reason of anything done or permitted on the
Property during the term the execution of works therein or (b)
in the event of the need for structural repairs to the
Property in common with other adjoining or neighboring
Property belonging to the Landlord the Landlord may if it
shall so desire elect to execute such works and the Tenant
will on demand refund to the Landlord the proper and
reasonable costs of such works as shall be certified by the
Landlord's Surveyor. If the Landlord shall elect to execute
the aforesaid works then the Tenant shall afford to the
Landlord all necessary access to the Property and other
facilities for the purpose of carrying out the said works
6.7.1 Where in this sub-clause the following emboldened words
commence with capital letters they have the following meanings
unless the context otherwise requires:
Review Dates
1st October 2004 and each subsequent fifth
anniversary of that date
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Review Date
Any One of the Review Dates
Relevant Review Date
The Review Date by reference to which Rent is being
reviewed
Restrictions
Restrictions imposed by an Authority which operate to
impose any limitation in relation to the review of
rent or the collection of any increase in rent
Open Market Rent
As defined in Clause 6.7.4.
6.7.2 Time is not of the essence except where specified
6.7.3 With effect from each Review Date the Rent shall be
the amount payable (but for any abatement of Rent)
immediately prior to that Review Date or (if greater)
the Open Market Rent as agreed or determined under
this clause 6.7
6.7.4 "Open Market Rent" means the best yearly rent at
which the Property might reasonably be expected to be
let at the Relevant Review Date by a willing landlord
assuming that:
6.7.4.1 the Property is available to let as a
whole to a willing tenant with vacant
possession on the open market without a
fine or premium under a lease for a term
of fifteen years but commencing on the
Relevant Review Date including
provisions for review of rent on the
Review Dates and otherwise on the same
terms as this Lease (except as to the
amount of the Rent)
6.7.4.2 the willing tenant has had the benefit
of a rent free period of occupation of
such length as would be granted in the
open market and that this period has
expired immediately before the Relevant
Review Date
6.7.4.3 the covenants and provisions of this
Lease on the part of the Landlord and
the Tenant have been fully performed
and observed
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6.7.4.4 the Property may be used for any purpose
(in addition to the Permitted Use) which
is at the Relevant Review Date permitted
under the Town and Country Planning Act
1990 or any Act in re-enactment thereof
or in substitution therefor
6.7.4.5 if the Property has been destroyed or
damaged it has been fully restored
6.7.4.6 the Property is fully fitted out and
equipped to the requirements of a
willing tenant and is available for
immediate beneficial occupation and use
6.7.4.7 no work has been carried out to the
Property (unless by the Landlord or a
superior landlord) which has diminished
its rental value
6.7.4.8 every prospective willing landlord and
willing tenant is able to recover VAT
in full
6.7.5 but disregarding:
6.7.5.1 any effect on rent of the fact that the
Tenant any undertenant or any of their
respective predecessors in title have
been in occupation of the Property
6.7.5.2 any goodwill attached to the Property by
reason of the carrying on of the
business of the Tenant any undertenant
or any of their predecessors in title
6.7.5.3 any effect on rent of the Restrictions
6.7.5.4 any adverse effect upon rent of any
temporary works operations or other
activities on any adjoining or
neighbouring property
6.7.5.5 any effect on rent attributable to any
improvement to the Property carried out
not more than ten years before the
Relevant Review Date with consent where
required and otherwise than in pursuance
of an obligation to the Landlord or its
predecessors in title to the extent only
that such improvement has been carried
out without
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cost to the Landlord or its predecessors
in title and that such improvement was
completed either during the Term or
during any period of occupation prior to
the commencement of the Term arising out
of an agreement to grant this Lease
6.7.6.1 The Landlord may serve upon the Tenant
notice during the period of nine months
before or at any time after a Review
Date requiring the Rent to be increased
with effect from that Review Date or
stating that the Rent is not to be
increased
6.7.6.2 If the Landlord serves notice requiring
the Rent to be increased ("Review
Notice") the Landlord and the Tenant
shall endeavour to agree the Open Market
Rent as at the Relevant Review Date
6.7.6.3 If the Landlord and the Tenant do not
agree the Open Market Rent within three
months after service of a Review Notice
or by the date three months before the
Relevant Review Date (whichever is the
later) either may by notice to the other
require the Open Market Rent as at the
Relevant Review Date to be determined
by a Chartered Surveyor having at least
ten years' experience in assessing the
rental value of premises similar to the
Property and acting as a single
arbitrator
6.7.6.4 If the Landlord and the Tenant do not
agree on the joint appointment of an
arbitrator the arbitrator shall be
nominated on the joint application of
the Landlord and the Tenant (or if
either of them neglects to concur in
such application then on the sole
application of the other) by the
President or other chief officer or
acting chief officer for the time being
of the Royal Institution of Chartered
Surveyors
6.7.6.5 The arbitrator shall act as an
arbitrator in accordance
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with the Arbitration Acts 1950-1979
6.7.6.6 The arbitrator shall within three months
of his appointment or within such
extended period as the Landlord may
agree give the Landlord and the Tenant
written notice of the amount of the
Open Market Rent as determined by him
but if he does not or if for any reason
it becomes apparent that he will not be
able to complete his duties in
accordance with his appointment the
Landlord and the Tenant may agree upon
or either of them may apply for the
appointment of another arbitrator (which
procedure may be repeated as often as
necessary) pursuant to the provisions of
this Clause 6.7
6.7.6.7 The costs of the arbitrator including
those incidental to his appointment
shall be borne by the Landlord and the
Tenant in such manner as the arbitrator
determines
6.7.7 Where the Rent payable with effect from a Review Date
is not ascertained prior to that Review Date the
Tenant shall:
6.7.7.1 with effect from the Relevant Review
Date pay an "Interim Rent" at the rate
at which Rent was payable (ignoring any
abatement) immediately prior to that
Review Date; and
6.7.7.2 if the Rent when ascertained exceeds the
Interim Rent then within seven days of
the Rent being ascertained ("the
Payment Date") pay to the Landlord an
amount equal to the aggregate of the
sums by which each quarterly installment
of Rent would have exceeded each
instalment of Interim Rent had the Rent
been ascertained by the Relevant Review
Date together with interest on each of
those sums from the date it would have
been due to the Payment Date at a rate
2% above the current Barclays Bank plc
base lending rate from
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time to time
6.7.8 Where Restrictions are in force at a Review Date the
Landlord may (whether or not Rent has been agreed or
determined with effect from that Review Date) give
notice to the Tenant at any time but not later than
28 days (in respect of which time is of the essence)
after such Review Date postponing that Review Date
until such later date (being not later than the next
following Review Date) as the Landlord may
subsequently by not less than three months' prior
notice specify and in that event the Rent payable
immediately prior to the Review Date that is
postponed shall (notwithstanding any review that may
have taken place as at that Review Date) continue to
be the Rent payable until increased upon review at
the postponed or (as the case may be) a subsequent
Review Date
6.7.9 Where Rent is increased with effect from a Review
Date the Landlord and Tenant shall (at their own
cost) sign memoranda thereof in such form as the
Landlord may reasonably require for annexation to
both the original and counterpart of this Lease
6.8 In this clause 6.8 "Determination Date" means 30th September
2004
6.8.1 If the Tenant wishes to determine this Lease on the
Determination Date it must:
6.8.1.1 serve notice upon the Landlord not
earlier than twelve months and not later
than six months before the Determination
Date (time being of the essence) of its
intention to determine this Lease;
6.8.1.2 pay the Rent and perform and observe the
covenants on the part of the Tenant
contained in this Lease up to the
Determination Date; and
6.8.1.3 yield up the Property on the
Determination Date with vacant
possession and otherwise in accordance
with the provisions of this Lease
6.8.2 Subject to compliance with clause 6.8.1 of this Lease
shall
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determine upon the Determination Date but without
prejudice to the rights of any party against another
in respect of any antecedent breach of covenant
6.8.3 Upon the Determination Date the Tenant shall hand
over to the Landlord the original Lease any land
certificate and all other title deeds and documents
relating to the Property and shall execute such
document as the Landlord shall reasonably require in
order to cancel any entry or title at H M Land
Registry
6.9 The marginal notes shall not affect the construction of this
Lease
7. ARBITRATION
Wherever in this Lease there is provision for reference to arbitration
then in the absence of any express contrary provision such reference
shall be made in accordance with the Arbitration Acts 1950 to 1979 or
any statute amending or replacing it to the determination of a single
arbitrator (who shall so far as reasonably possible be a person
experienced in the letting of premises similar to that the subject of
this Lease to be agreed upon by the parties or failing agreement
appointed by the President of the Royal Institution of Chartered
Surveyors (or if the President is not available or is unable to make
such appointment then by the Vice-President or next senior official of
the Institution then available and able to make such appointment or if
no such officer shall be available and able then by such officer of
such professional body of surveyors as the Landlord shall reasonably
designate)
8. GUARANTEE
The Guarantor covenants with and guarantees to the Landlord:
8.1 That the Tenant shall duly pay the rents in manner prescribed
in this Lease and will comply with all the terms of this Lease
and that the Guarantor will make good to the Landlord on
demand all losses costs damages and expenses occasioned to the
Landlord by any default of the Tenant in paying the rents or
complying with the terms Provided that any neglect or
forbearance by the Landlord in enforcing or giving time to the
Tenant for payment of the rents or compliance with the terms
of this Lease shall not affect the liability of the Guarantor
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8.2 That in the event of the Tenant becoming bankrupt or entering
into liquidation and the trustee in bankruptcy or liquidator
disclaiming this Lease and the Landlord within two months
after the disclaimer serving upon the Guarantor a notice to do
so the Guarantor will accept from the Landlord a Lease of the
Property for a term equal to the residue then remaining
unexpired of the term granted by this Lease but otherwise on
the same terms as this Lease
9. Certificate
It is hereby certified by the parties that there is no agreement for
lease to which this Lease gives effect
IN WITNESS whereof the parties to these presents have caused their respective
Common Seals to be affixed to this Deed the day and year first before written
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THE SCHEDULE
1. The Service Charge to be paid by the Tenant under the terms of this
Lease is to be calculated in two parts. First the Tenant shall
contribute (together with other occupiers of the property within the
Centre) to the maintenance of the Centre and the services provided
therein by the Landlord for the benefit of the Centre those that occupy
property therein and those that visit it and Secondly the Tenant shall
contribute (together with the other occupiers of the Building) to the
maintenance of the Building and the provision of services therein by
the Landlord pursuant to clause 5.3 of this Lease and for the benefit
of those that occupy the Building and those that visit it the Tenant's
contributions as aforesaid to be calculated as appears herein
1.1 "the Expenditure" means the Expenditure described in
paragraph 1.4 and may (at the discretion of the Landlord) include a
reasonable sum by way of provision for future Expenditure on such
items in paragraph 1.4 as call for Expenditure of a periodically
recurring but short term nature whether such expenditure is likely to
be incurred during or after the end of the tenancy and shall be
expressed in two parts the first being the expenditure attributable to
the Centre excluding the Building (the Centre Exhibition) and the
second the Expenditure limited to the Building and incurred for the
benefit of solely those who occupy it (or parts of it) or visit it
(the Building Expenditure)
1.2 "Chargeable Unit" means a separate unit in the Centre
which is let or intended for letting so that all the Chargeable units
in the Centre (which include those within the Building) together
comprise all the services in the Centre except the Retained Parts and
the Building Retained Parts
1.3 "Floor Area" means in relation to any Chargeable Unit the
total internal floor area measured inside the boundary walls except in
the case of a shop front where the measurement shall be taken from the
boundary of the Property
1.4 "The Tenant's Proportion" means the proportion of the Centre
Expenditure and the Building Expenditure attributable to the Property
as determined
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from time to time by the Landlord's Surveyor in accordance
with paragraph 1.5
1.5 "The Landlord's "Account year"" means a year ending on the
31st March or such annual period as the Landlord may at its
discretion determine from time to time and notify in writing
to the Tenant
2. Basic Charge
The Basic Service Charge shall be the yearly sum specified in item 1.7
of the Particulars or such other yearly sum as the Landlord's Surveyor
may from time to time determine as being fair and reasonable and notify
in writing to the Tenant and shall comprise the two elements of the
service charge as set out before
3. Adjustments
As soon as practicable after the end of each Landlord's Account Year
the Landlord shall deliver to the Tenant a statement showing in
reasonable detail the Centre Expenditure and the Building Expenditure
for such year and showing the Tenant's Proportion of such Expenditure
shown by such statement shall exceed the Basic Service Charge paid in
respect of such Landlord's Account Year the Tenant shall immediately
pay to the Landlord the amount of such excess. If the Tenant's
Proportion of such total Expenditure shall be less than the Basic
Service Charge paid in respect of such Landlord's Account Year then the
Landlord shall allow to the Tenant off the next payment of rent (or if
the tenancy has come to an end shall immediately pay to the Tenant) the
amount of such difference. These Provisions shall continue to apply
notwithstanding the tenancy has come to an end but only in respect of
the period down to the end of the tenancy
4. Expenditure
The Expenditure comprises the cost properly incurred by the Landlord in
respect of the Centre and the Building in discharging its obligations
under clauses 5.2 and 5.3 of this Lease and providing other services
and in particular (but is not limited to) the following items or such
of them as may from time to time be applicable
(a) repairing renewing and maintaining (including cleaning painting and
decorative treatment and periodic washing) the Retained Parts and the
Building Retained Parts
(b) insurance against third party employer's and public liability in
respect of
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the Retained Parts
(c) such further insurances as the Landlord may reasonably effect in
respect of the Building and the Centre and any lifts boilers or other
apparatus therein
(d) maintaining operating and replacing any signs loudspeakers or
public address systems in the Retained Parts and the
Building Retained Parts
(e) maintaining repairing and replacing fire prevention and fire
warning equipment in the Retained Parts and the Building Retained Parts
and such security systems in the Building and the Centre as a whole and
the cost of answering any false alarm calls where these cannot be
recharged against the Tenant or other tenants of premises in the Centre
(f) Providing staff for servicing and managing the Centre such cost to
include insurance pensions and welfare contributions benefits in kind
and provision of clothing
(g) all charges assessments impositions and other outgoings (other than
rent) payable by the Landlord in respect of the Centre as a whole or
any part of the Retained Parts or Building Retained Parts
(h) the cost of
providing and maintaining any plants shrubs trees grassed areas flowers
furniture or furnishings or feature in the Centre
(i) the cost of collecting storing and disposing of refuse
(j) the cost of and incidental to compliance by the Landlord with:
(i) any notice regulations or order of any competent authority
and
(ii) any requirement of any present or future Act of
Parliament Order Byelaw or Regulations in respect of the
Centre as a whole or of the Retained Parts
(k) the reasonable and proper fees and expenses of the Landlord's
Surveyor and any other person or firm employed by the Landlord for the
general management of the Centre (or if any such person is an employee
of the Landlord then a reasonable fee to the Landlord for such work)
(1) all fees and expenses payable to any surveyor accountant or other
agent in connection with the preparation and audit of any service
account (or if such work is undertaken by an employee of the Landlord
then a reasonable fee to the Landlord for such work)
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5. Tenant's Proportioned Expenditure
In determining the Tenant's Proportion the Landlord's Surveyor shall
calculate
5.1 (as to the Centre) the floor area of the Chargeable Units
within the Centre at the end of the Landlord's Account Year
and the proportion of the floor area of the Property to this
total shall be the proportion of the Centre Expenditure to be
met by the Tenant and
5.2 (as to the Building) the total floor area of the Chargeable
Units within the Building at the end of the Landlord's Account
Year and the proportion of the floor area of the Property to
this total shall be the proportion of the Building Expenditure
to be met by the Tenant
AND the total of the Tenant' proportion of the Expenditure in respect
of the Centre and the Building calculated under the provisions of parts
.1 and .2 above is the Service Charge to be paid by the Tenant for the
respective Landlord's Account Year
6. Certificate
Each annual statement of Expenditure shall be certified by the
Landlord's Surveyor and a duly certified copy of such statement shall
be evidence for the purposes of this Lease of the matters covered by
such statement but the Landlord shall upon request permit the Tenant to
inspect at any time up to two months of the delivery of a statement the
vouchers and receipts for items included in it
7. No implied obligations
The inclusion of a service in the list contained in paragraph 4 shall
not imply an obligation on the part of the Landlord to provide such
service
Seal (THE COMMON SEAL of PREMIER
(RESEARCH WORLDWIDE LIMITED
(was hereunto affixed in the presence of:
Director
/s/ signature illegible
Director/Secretary
/s/ signature illegible
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