EXHIBIT 10.22
DATED 10th April 2002
API (NO. 23) LIMITED
- and -
ARLINGTON PROPERTY INVESTMENTS LIMITED
- and -
PAREXEL INTERNATIONAL LIMITED
- and -
PAREXEL INTERNATIONAL CORPORATION
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AGREEMENT
for grant of Lease relating to
The Quays Uxbridge
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INDEX
CLAUSE PAGE
1. Definitions etc................................................ 1
2. Condition...................................................... 3
3. Acquisition of the Premises.................................... 3
4. Lincoln Lease.................................................. 4
5. Lincoln Signage................................................ 4
6. Enforcement of Building Contractor's Warranty.................. 5
7. Provisions concerning the Works................................ 6
8. Practical Completion .......................................... 8
9. Defects........................................................ 8
10. Tenant's Works................................................. 8
11. Grant of Lease and Possession ................................. 8
12. No demise ..................................................... 9
13. Agreement not to be assigned................................... 9
14. Title.......................................................... 9
15. Representations................................................ 10
16. Notices ....................................................... 10
17. Non merger .................................................... 11
18. Grant of Lease and Possession ................................. 11
19. Guarantor...................................................... 11
20. Landlord's Guarantee .......................................... 12
21. Building name.................................................. 13
22. Interest....................................................... 13
23. Opinion Letter................................................. 13
24. Jurisdiction................................................... 13
25. Disputes dealt with by experts................................. 13
26. Insurance...................................................... 14
ANNEXURE l.............................................................. 17
Lease.......................................................... 17
ANNEXURE 2.............................................................. 18
Licence for Alterations -Tenant's Works........................ 18
ANNEXURE 3.............................................................. 26
Lincoln Lease (Third Floor).................................... 26
ANNEXURE 4.............................................................. 27
Opinion Letter................................................. 27
ANNEXURE 5..............................................................
Outline Specification..........................................
ANNEXURE 6..............................................................
Air Conditioning Warranty......................................
ANNEXURE 7..............................................................
Side Letter....................................................
ANNEXURE 8 .............................................................
JCT Contract Amendments........................................
AGREEMENT FOR LEASE
AN AGREEMENT made the 10th day of April 2002
BETWEEN:-
(1) API (NO. 23) LIMITED of Arlington House Arlington Business Park Theale
Reading RG7 4SA ("the Landlord")
(2) ARLINGTON PROPERTY INVESTMENTS LIMITED of Arlington House as aforesaid
("the Landlord's Guarantor")
(3) PAREXEL INTERNATIONAL LIMITED of River Court 50 Oxford Road Denham
Uxbridge Middlesex UB9 4DL ("the Tenant")
(4) PAREXEL INTERNATIONAL CORPORATION whose principal office is 160 Federal
Street Massachusetts 02110 USA ("the Guarantor")
WHEREBY IT IS AGREED as follows:-
1. DEFINITIONS ETC.
1.1 In this Agreement unless the context otherwise requires:-
" AIR CONDITIONING WARRANTY" means a deed of warranty to be given by
the Building Contractor in connection with the Works (in the form
annexed hereto as Annexure 6)
"BUILDING CONTRACT" means a JCT 1998 Design and Build form of building
contract with Arlington's standard amendments which are attached at
Annexure 8 and with such amendments as the Tenant shall approve (such
approval not to be unreasonably withheld or delayed)
"BUILDING CONTRACTOR" means Morgan Lovell Group PLC or such other
building contractor as the Tenant shall approve (such approval not to
be unreasonably withheld or delayed)
"COMPLETION DATE" means the later of (i) 17th day of May 2002 or (ii)
the Unconditional Date
"CONDITION" means the completion of a transfer of the freehold of the
Premises (being the land comprised in H.M. Land Registry Title Number
AGL47068) to the Landlord but (for the avoidance of doubt) not the
registration of such transfer at H.M. Land Registry
"CONTRACTOR'S WARRANTIES" means the following deeds of warranty
- Deed of Warranty dated 22 April 1994 made between The Noble
Lewis Partnership (1) Lincoln (2) and The Burton Group Plc (3)
- Deed of Warranty dated 31 March 1995 made between The Noble
Lewis Partnership (1) Lincoln (2) and The Burton Group Plc (3)
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- Deed of Warranty dated 31 March 1995 made between Lovell
Construction Limited (1) The Burton Group Plc (2)
"DETAILED SPECIFICATION" means the specification for the works forming
part of the Building Contract
"LEASE" means the lease to be granted by the Landlord to the Tenant as
hereinafter provided the form of which is attached at Annexure 1
"LINCOLN" means Lincoln National (UK) Plc (Company Registration Number:
1821029)
"LINCOLN INSURANCE" means Lincoln Insurance Services Limited (Company
Registration Number: 1814420)
"LINCOLN LEASE" means the lease of the third floor of the Premises to
be granted to Lincoln Insurance by the Landlord pursuant to the
Purchase Contract which lease shall be in the form contained in
Annexure 3
"LINCOLN SIGNAGE" means any existing sign placard or advertisement
placed outside the building on the Premises or affixed to the exterior
of the building on the Premises stating the name and/or business of
Lincoln
"LONG STOP DATE" means the date 24 months from the Works Commencement
Date
"OUTLINE SPECIFICATION" means the specification listed in Schedule 1
and annexed hereto as Annexure 5 as added to altered or varied from
time to time in accordance with the provisions of this Agreement
"PRACTICAL COMPLETION" means practical completion of the Works pursuant
to the Building Contract
"PREMISES" means the property known as The Quays Uxbridge more
particularly described in the form of lease annexed as Annexure 1
"PROGRAMME" means a programme and methodology for the carrying out of
the Works submitted to and approved by the Tenant under clause 7.2.2
"PURCHASER" means any person acquiring a freehold or long leasehold
interest in the Premises
"PURCHASE CONTRACT" means an agreement of even date with this Agreement
between Lincoln and the Landlord relating to the acquisition of the
Premises and the grant of the Lincoln Lease
"SIDE LETTER" means the side letter in the form of the draft attached
at Annexure 7 to be issued by the Landlord to the Tenant on completion
of the Lease
"TARGET DATE FOR COMPLETION" means the date 18 months from the Works
Commencement Date
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"TENANT'S WORKS" means any works intended to be carried out by the
Tenant which are approved by the Landlord pursuant to CLAUSE 10
"TERMINATION DATE" means 31st December 2002
"TRANSFER" the transfer in the form of the draft provided to the
Tenant's solicitor and which is attached to the Purchase Contract
"UNCONDITIONAL DATE" means the date that the Condition is satisfied
"WORKS COMMENCEMENT DATE" means as soon as reasonably practicable after
the earlier of (i) the expiry of the Lincoln Lease or (ii) a written
request by the Tenant to commence the Works
"WORKING DAY" any day except Saturday Sunday and bank or other public
holidays in England
"WORKS" means the installation at the premises of three roof mounted
air handling units as described or referred to in the Detailed
Specification
1.2 If the Tenant or the Guarantor is more than one person any reference to
the Tenant or the Guarantor shall include a reference to each such
person and any obligation on the part of the Tenant or the Guarantor
shall take effect as a joint and several obligation by all the persons
entering into the same
1.3 Reference in this Agreement to the Landlord means API (No.23) Limited
only and for the avoidance of doubt the obligations of the Landlord
hereunder are personal to API (No.23) Limited and shall not bind its
assigns or successors in title
1.4 Reference in this Agreement to any numbered Clause, Schedule or
Annexure is a reference to the clause or schedule of or annexure to
this Agreement so numbered
1.5 Any headnotes and marginal notes in this Agreement are for convenience
only and do not form part of this Agreement and shall not be referred
to in construing it
2. CONDITION
2.1 Clauses 3.4, 3.5, 4, 5, 6, 7, 8, 9, 10, 11, 14, 15, 17, 18, 21, 22, 23
and 25 (inclusive) of this Agreement are conditional upon the
Unconditional Date occurring and shall come into effect on the
Unconditional Date
2.2 The remainder of this Agreement has effect from the date of this
Agreement
2.3 If the Unconditional Date does not occur on or before the Termination
Date then either party hereto may terminate this Agreement at any time
after the Termination Date (but shall not be entitled to terminate this
Agreement pursuant to this clause after the Unconditional Date occurs)
by serving written notice on the other party upon which this Agreement
will determine
2.4 Such termination is without prejudice to any rights that any party may
have against another party for antecedent breach of this Agreement
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3. ACQUISITION OF THE PREMISES
3.1 The Landlord shall comply in all material respects with all obligations
on its part contained in the Purchase Contract and use its reasonable
endeavours to procure that Lincoln complies with its obligations
therein
3.2 The Landlord shall not make any variation to the provisions of the
Transfer which would adversely affect the rights or obligations of the
Tenant under this Agreement and/or Lease and/or the Lincoln Lease nor
vary the completion date (by more than 5 Working Days) or waive any
obligations and conditions imposed on Lincoln in respect of the
Contractor's Warranties in the Purchase Contract and/or imposed on
Lincoln Insurance relating to the entry into of the Lincoln Lease
3.3 Prior to completion of the purchase of the Premises the Landlord will
obtain an H.M. Land Registry Priority Search in favour of the Landlord
and/or any mortgagee in respect of Title Number AGL 47068 and shall
provide a certified copy thereof to the Tenant
3.4 Within ten Working Days of completion of the purchase of the Premises
the Landlord shall provide to the Tenant a certified copy of the
Transfer of the Premises duly stamped with ad valorem stamp duty and a
Pd stamp
3.5 The Landlord shall procure that:-
3.5.1 duly completed H.M. Land Registry applications are submitted
together with the relevant fee and all necessary accompanying
documentation to the relevant District Land Registry in order
to register the Landlord with absolute title in respect of the
Premises within the priority period conferred by the search
referred to in clause 3.3 and shall also procure that
certified copies of such applications (and any supporting
documentation) will be provided at the same time to the
Tenant; and
3.5.2 all necessary steps are taken in order to ensure that the
Landlord is registered with title absolute in respect of the
Premises including responding to all requisitions raised by
H.M. Land Registry and the Tenant is kept informed of the
progress of such applications (including being provided with
copies of any requisitions raised and replies thereto)
3.5.3 the Tenant is notified as soon as reasonably practical upon
the completion of such application and that office copy
entries and the relevant filed plan are provided to the Tenant
in respect of the Landlord's registered title as soon as
reasonably practical following completion of such application
4. LINCOLN LEASE
4.1 The Landlord shall comply with all obligations on its part in the
Purchase Contract relating to the grant of the Lincoln Lease and shall
use its reasonable endeavours to procure that Lincoln Insurance
complies with its obligations in the Purchase Contract in relation
thereto
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4.2 It is agreed that rent under the Lincoln Lease is due to the Tenant
from the commencement of the Lincoln Lease and accordingly the Landlord
shall not collect any rent under the terms of the Lincoln Lease
5. LINCOLN SIGNAGE
The Landlord shall procure that as soon as practically possible after
the Completion Date but in any event within 2 months after the
Completion Date the Lincoln Signage is removed from the Premises and
that all damage caused by such removal is made good to the reasonable
satisfaction of the Tenant
6. ENFORCEMENT OF BUILDING CONTRACTOR'S WARRANTY
6.1 The Landlord shall request Lincoln to assign the benefit of the
Contractor's Warranties to it either on completion of the acquisition
of the Premises or as soon as reasonably practicable thereafter and
shall provide a certified copy of each such assignment to the Tenant
together with a certified copy of all consents required to the relevant
assignment
6.2 At the request of the Tenant and following the relevant assignment and
subject to clause 6.4 the Landlord shall use its reasonable endeavours
to diligently enforce the Landlord's rights pursuant to the relevant
Contractor's Warranty in relation to any defects or other faults in the
Premises
6.3 The Landlord shall not compromise or waive any claims it may have
pursuant to the Contractor's Warranties in any way
6.4 Notwithstanding the provisions contained in clause 6.2 the Landlord
shall not be required to take any action pursuant to 6.2 if and to the
extent that:-
6.4.1 the relevant building contractor has been adjudicated bankrupt
or is in liquidation; and/or
6.4.2 the Landlord is advised in writing by Counsel of not Jess than
10 years standing that any such action would have a less than
50% chance of success
6.5 The Tenant shall save harmless and fully indemnify the Landlord within
10 Working Days of demand in respect of all proper costs and expenses
incurred by the Landlord in relation to or otherwise arising out of
compliance by the Landlord with the obligations in this clause provided
always that (where reasonably required by the Landlord) before
incurring any costs and expenses under this clause the Landlord may
acting reasonably require the Tenant to deposit a sum of money to cover
any anticipated costs and expenses or to provide such other security as
the Landlord shall reasonably require
6.6 The Landlord shall pay to the Tenant all costs expenses and damages
recovered by the Landlord under the Contractor's Warranties and shall
hold such monies on trust for the Tenant pending such payment
6.7 The Landlord shall keep the Tenant fully and regularly informed of all
steps taken by it pursuant to clause 6.2 of this Agreement and will
allow the Tenant the opportunity to jointly instruct Counsel referred
to in 6.4.2 and the opportunity of attending any conferences with
Counsel referred to in 6.4.2
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6.8 The Landlord will allow the Tenant to make representations to it both
in relation to the prosecution of claims and the conduct of proceedings
and the Landlord will pay due regard to such representations
6.9 In relation to each Contractor's Warranty which has been assigned to
the Landlord, the Landlord shall so far at it is legally able to do so
assign the benefit of its rights and interest under such Contractor's
Warranty or Warranties to a Purchaser and shall procure a direct
covenant in favour of the Tenant from such Purchaser whereby the
Purchaser covenants with the Tenant to observe and perform the
obligations of the Landlord under this clause 6 (including for the
avoidance of doubt this clause 6.9) until 21 October 2003
7. PROVISIONS CONCERNING THE WORKS
7.1.1 It is hereby agreed and declared by the parties hereto that the new air
handling units to be installed by the Landlord as part of the Works in
place of the 3 existing air handling units are to have a performance
criteria (in terms of delivering heating, cooling, humidification,
ventilation and where reasonably practicable acoustic levels) which is
equivalent to the existing air handling units but no better than the
existing handling units
7.1.2 Accordingly the Landlord and the Tenant shall as soon as reasonably
practicable following the Completion Date liaise with one another to
agree a mutually convenient time at which the Landlord and the Tenant
and their professional advisors can attend the Premises to inspect and
test the existing air handling units to ascertain their existing
performance and to establish a performance criteria (in terms of
delivering heating, cooling, humidification, ventilation and where
reasonably practicable acoustic levels) based upon and equivalent to
such existing air handling units ("the Performance Criteria")
7.1.3 If there is any dispute as to the ascertainment of the Performance
Criteria then either the Landlord or the Tenant may by notice in
writing to the other within fourteen days after the date of the meeting
at the premises refer the matter for determination pursuant to clause
25
7.2.1 The Landlord shall procure that a Detailed Specification is prepared in
consultation with the Tenant as soon as reasonably practicable after
the Performance Criteria has been agreed or determined pursuant to
clause 7.1 and shall submit the same to the Tenant for approval (such
approval not to be unreasonably withheld or delayed) provided that if
the proposed Detailed Specification satisfies the Performance Criteria
and the Outline Specification then the Tenant shall not be entitled to
withhold its approval.
7.2.2 The Landlord shall procure that the Programme is prepared as soon as
reasonably practicable after the Performance Criteria has been agreed
or determined pursuant to clause 7.1 and shall submit the draft
Programme to the Tenant for approval (such approval not to be
unreasonably withheld or delayed)
7.3.1 As soon as reasonably practicable after the date hereof the Landlord
shall (to the extent not already done) enter into the Building Contract
and provide a certified copy of the same to the Tenant and procure that
the Works are commenced with all reasonable speed and carried out in a
good and workmanlike manner in accordance with the provisions of the
Building Contract the Programme and the Detailed Specification and
shall use all
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reasonable endeavours to procure that the Works are practically
completed on or before the Target Date but such period shall be
extended by such further period as is reasonable if there shall he any
delay from any cause entitling the Building Contractor to an extension
of time under the Building Contract (not being caused by the default or
omission of the Landlord) or from any cause whatsoever beyond the
reasonable control of the Landlord
7.3.2 If the Works shall not have been practically completed by the Long Stop
Date then the Tenant may carry out the Works in which case the Landlord
shall reimburse to the Tenant the proper cost of carrying out the Works
including proper consultants fees
7.4 The Landlord reserves the right but at no charge to the Tenant
7.4.1 to substitute materials and fitments of at least the same
suitability and quality as those contained in the Detailed
Specification if at any time such materials or fitments are
not reasonably procurable or not procurable within a
reasonable time or do not comply with any statutory
requirements and to vary the Detailed Specification as may be
necessary in consequence of the use of such substituted
materials or fitments but not further or otherwise
7.4.2 to make such other alterations to the Works as may be approved
by the Tenant such approval not to be unreasonably withheld or
delayed
7.5 The Landlord shall convene meetings at intervals of not more than one
month at which there shall be present such of the professional advisers
and/or contractors in respect of the Works as the Landlord may consider
appropriate for the purposes of consultation and liaison with the
Tenant and inspecting and reviewing the progress of the Works and the
Tenant may by itself and/or by its representative or surveyor attend
such meetings and shall be entitled to express its views on any matter
relating to the Works to the Landlord but Shall not give or attempt to
give any instructions to any contractor or professional adviser
7.6 The Landlord shall give to the Tenant not less than 10 Working Days'
notice of the date on which it anticipates that any decision as to the
issue of a statement of practical completion under the Building
Contract is to be given and the Tenant shall by itself or its
representative or surveyor thereafter be entitled to attend such
meeting and prior thereto to inspect the Works and shall send its
observations in writing as to any matters relating to the Works to the
Landlord not later than 2 Working Days prior to the said date and may
make verbal observations to the Landlord on the said date and the
Landlord shall procure that all such written and verbal observations
are drawn to the attention Of the person deciding to issue such
statement of practical completion but so that such person shall not in
any way be fettered thereby
7.7 The Landlord shall procure that within 14 days of entering into
Building Contract the Building Contractor shall provide to the Tenant
the Air Conditioning Warranty
7.8.1 Notwithstanding that the Tenant may be in occupation of the Premises or
that the Lease may have been granted the Landlord its agents building
contractors and professional advisers or others shall have full right
of entry from the Works Commencement Date upon those parts of the
Premises and every part thereof which are reasonably required so
8
as to enable the Works to be carried out as expeditiously as possible
and in accordance with the Programme with equipment machinery and
materials at all reasonable times for the purposes of carrying out the
Works
7.8.2 The Landlord and the Tenant shall liaise with each other in connection
with the Programme and the access arrangements for the Landlord and the
Building Contractor so as to enable the Tenant at the same time to
carry out its fit out works provided further that the Tenant shall not
in any way hinder or interfere with the Building Contractor's access to
the Premises or any part thereof or do anything which would put the
Landlord in breach of the terms of the Building Contract
7.8.3 The Landlord or the person exercising the rights of entry hereunder
shall ensure that such rights are exercised so as to cause as little
disturbance interference or inconvenience to the Tenant and any other
occupier of the Premises as is reasonably practicable and the person
exercising such rights shall make good any damage caused to Premises as
soon as reasonably practicable
8. PRACTICAL COMPLETION
8.1 The statement of practical completion of the Works issued under the
Building Contract shall (subject to Clause 8.2) be final and binding on
the parties hereto as to the date and fact of Practical Completion
8.2 If there is any dispute as to the date or fact of Practical Completion
either the Landlord or the Tenant may by notice in writing to the other
within fourteen days after the date of such statement refer the matter
for determination pursuant to CLAUSE 25
9. DEFECTS
The Landlord will procure that the Building Contractor makes good to the
reasonable satisfaction of the Tenant within a reasonable time of receipt of
notification thereof any defects or other faults in the Works which:-
9.1 are not in accordance with the Building Contract and
9.2 appear within a period of 12 months from the date of Practical
Completion and
9.3 are notified in writing by the Tenant to the Landlord not later than
seven days before the date of expiration of the period of 12 months
from the date of Practical Completion
10. TENANT'S WORKS
10.1 If the Tenant desires to carry out any fitting out works to the
Premises which would require the approval of the Landlord pursuant to
the Lease the Tenant shall at its own cost prepare in triplicate and
submit to the Landlord for approval (such approval not to be
unreasonably withheld or delayed provided that the Tenant first enters
into such covenants with the Landlord as the Landlord reasonably
requires including reinstatement) plans and specifications or other
adequate details of such fitting out works which it desires to carry
out. Any such works which are approved by the Landlord are "TENANT'S
WORKS"
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10.2 The Tenant and the Guarantor shall first enter into a licence for
alterations in respect of the Tenant's Works prior to the Tenant
commencing the Tenant's Works in the form of the draft licence annexed
hereto as ANNEXURE 2
11. GRANT OF LEASE AND POSSESSION
11.1 On the Completion Date the Landlord will
11.1.1 grant or procure the grant of the Lease and the Tenant and the
Guarantor will execute and deliver to the Landlord a
counterpart thereof; and
11.1.2 issue the Side Letter to the Tenant
11.2 The Tenant and the Guarantor having executed the counterpart Lease in
escrow the conditions of the escrow being:-
11.2.1 that the Unconditional Date occurs
11.2.2 the grant of the Lincoln Lease
11.2.3 that the consents of the Mortgagees or chargees to the grant
of the Lease have been obtained
11.2.4 the issue of the Side Letter simultaneously with the grant of
the Lease
11.2.5 vacant possession (save in relation to the third floor of the
Premises)
and subject to the all of the conditions of the escrow being satisfied
the Tenant and the Guarantor hereby irrevocably authorise the Landlord
to complete the Lease on their behalf
11.3 Completion of the grant of the Lease shall take place at the offices of
the Landlord's solicitors
11.4 The Lease shall be in the form of the draft lease annexed hereto as
ANNEXURE 1 and the lease and counterpart thereof shall be prepared by
the Landlord's solicitors
11.5 The term of the Lease shall be 20 years commencing on the Completion
Date
11.6 The initial rent to be reserved by the Lease shall be L2,109,670.00 per
annum
11.7 The review dates to be inserted in CLAUSE 7.15 of the Lease shall be
every fifth anniversary of the date referred to in CLAUSE 11.5
11.8 Rent first reserved shall commence to be payable on the date which is
18 months after the Completion Date and all rents service charges and
outgoing payable by the Tenant under the Lease shall commence to be
payable on the Completion Date
11.9.1 (Save as referred to in Clause 14.2.5) Vacant possession of the
Premises shall be given on completion of the Lease
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11.9.2 The Landlord and the Tenant shall prior to completion jointly inspect
the Premises as early as possible on the Completion Date to ascertain
whether vacant possession of the Premises (excluding the third floor
which is to be leased to Lincoln Insurance) can be given and in
ascertaining such matters the parties shall act reasonably and in good
faith and shall immediately notify their respective solicitors as to
whether vacant possession (as aforesaid) can be given.
11.10 On the date which is 18 months after the Completion Date the Landlord
shall pay to the Tenant the sum of L1,250,000 together with VAT (if
any) properly payable thereon upon receipt of a valid VAT invoice
12. NO DEMISE
Pending completion of the grant and acceptance of the Lease this Agreement shall
not operate as a demise of the Premises
13. AGREEMENT NOT TO BE ASSIGNED
This Agreement (save for the provisions of Clauses 6, 7, 8 and 9) is personal to
the Tenant and the Guarantor and (save as aforesaid) shall not be assigned or
disposed of by the Tenant in any manner whatsoever. No obligation of the
Landlord under this Agreement shall be enforceable by any person except for the
Tenant and the Guarantor (save for the provisions of Clauses 6, 7, 8 and 9)
14. TITLE
14.1 The Standard Conditions of Sale (Third Edition) shall be incorporated
in this Agreement so far as the same are not varied by or inconsistent
with the provisions of this Agreement
14.2 The Premises are let subject to and with the benefit of:
14.2.1 all matters contained or referred to in the Property and
Charges Register of Title Number AGL47068 (save for financial
charges) and the documents listed in the Schedule 2 insofar as
they relate to the Premises to the extent that these relate to
or affect the Premises and are still subsisting and capable of
taking effect
14.2.2 all local land charges whether registered or not before the
date hereof and all matters capable of registration as local
land charges whether or not actually so registered
14.2.3 all notices charges orders resolutions demands plans proposals
requirements restrictions agreements conditions directions or
other matters whatsoever served or made by any local or other
competent authority before on or after the date hereof and
14.2.4 whether the title is registered at H.M. Land Registry or not
all such matters as are referred to in Section 70 of the Land
Registration Act 1925
14.2.5 a lease of the third floor of the Premises in the form of the
draft annexed hereto at Annexure 4 which is entered into prior
to the completion of the Lease pursuant to this Agreement
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14.3 The Tenant shall be deemed to have full knowledge and notice of the
present use and the permitted use of the Premises and shall not be
entitled to require any information or to raise any objections or
requisitions in regard to the present use or permitted use of the
Premises or any contravention of any legislation (including any
regulations orders or other subordinate legislation) relating to the
Town and Country Planning Act 1990 or any development which may have
been carried out since 1st July 1948
15. REPRESENTATIONS
The Tenant hereby admits and confirms
15.1 that save in respect of the written statements of the Landlord's
solicitors and Lincoln's solicitors prior to the date hereof no
representation whether oral or written has been made to it prior to the
date hereof by or on behalf of the Landlord concerning the Premises
which has influenced or persuaded it to enter into this Agreement or
which forms part of this Agreement or of any agreement collateral
herewith and
15.2 that it has obtained advice and information with regard to the Premises
independently of the Landlord
15.3 that this Agreement constitutes the entire contract between the parties
16. NOTICES
Any notice hereunder shall be in writing and may be served in the case of either
party at their addresses hereinbefore set out or at such other address as the
respective parties may from time to time in writing specify and shall be
sufficiently served if sent by A.R. recorded delivery post and shall in such
case be deemed to be served when it would be received in the normal course of
post
17. NON MERGER
Save in so far as they have been performed or can be provided for in the Lease
the provisions of this Agreement shall remain in full force and effect after and
notwithstanding completion of the Lease
18. VAT
All monies payable by either party hereunder shall be exclusive of value added
tax and the party making the payment shall pay any value added tax chargeable in
respect of any supply made by the other hereunder and further shall indemnify
the other in respect of any value added tax payable by the other to any third
party in connection with any matter arising hereunder save insofar as any such
tax is recoverable by the other as an input for value added tax purposes
19. GUARANTOR
In consideration of the Landlord entering into this Agreement with the Tenant at
the request of the Guarantor the Guarantor guarantees to the Landlord:-
19.1 That the Tenant will comply with all the terms of this Agreement and
that the Guarantor will make good to the Landlord on demand all losses
costs damages and expenses
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occasioned to the Landlord by any default of the Tenant in complying
with such terms and that although as between the Tenant and the
Guarantor the Guarantor may only be a guarantor for the Tenant as
between the Guarantor and the Landlord the Guarantor shall be liable as
if the Guarantor were a principal debtor or covenantor for all
obligations herein contained and is jointly and severally liable with
the Tenant for the same
19.2 The obligations of the Guarantor set out in this clause shall remain in
full force and effect notwithstanding:-
19.2.1 any modification of whatsoever nature which may be made in the
structure style or legal form of the Tenant
19.2.2 any forbearance time indulgence or other concession which may
be made in the structure style or legal form of the Tenant
19.2.3 any variation amendment or modification of the terms
conditions or other provisions of this Agreement whether or
not such variation amendment or modification is effected with
the consent or knowledge of the Guarantor and whether or not
such variation amendment or modification may increase or
otherwise vary the liability of me Guarantor under this
Agreement
19.2.4 any invalidity in or irregularity or unenforceability of the
obligations or the Tenant under this Agreement or any
invalidity in or irregularity in the execution of this
Agreement by the Tenant or any deficiency in the powers of the
Tenant to enter into this Agreement
19.2.5 any delay on the part of the Tenant to take steps to enforce
performance or observance of the or any of the Tenant's
obligations in this Agreement or which may be allowed by The
Tenant to the Landlord
19.2.6 any assignment of this Agreement or the liquidation or
bankruptcy (as the case may be) of the Tenant
19.2.7 any other act or thing or omission which but for this
provision might operate to exonerate or release the Guarantor
19.3 That in the event of the Tenant becoming bankrupt or entering into
liquidation and the trustee in bankruptcy or the liquidator disclaiming
the Agreement and The Landlord within two months after the disclaimer
serving upon the Guarantor a notice to do so the Guarantor will take up
the Lease on the terms of this Agreement in place of the Tenant
19.4 That upon completion of the Lease in accordance with CLAUSE 11 hereof
the Guarantor will as surety enter into the Lease and into any Licence
for Alterations pursuant to CLAUSE 10.2
20. LANDLORD'S GUARANTEE
20.1 In consideration of the Tenant entering into this Agreement with the
Landlord at the request of the Landlord's Guarantor the Landlord's
Guarantor guarantees to the Tenant that the Landlord will comply with
clauses 7,8, 9 and 11.10 and that in case of default by the Landlord
the Landlord's Guarantor will on demand pay and make good to the
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Tenant all losses damages costs and claims arising out of such default
and that although as between the Landlord and the Landlord's Guarantor
the Landlord's Guarantor may only be a guarantor for the Landlord as
between the Landlord's Guarantor and the Tenant the Landlord's
Guarantor shall be liable as if the Landlord's Guarantor were a
principal debtor or covenantor for all obligations contained in this
clause and is jointly and severally liable with the Landlord for the
same
20.2 The obligations of the Landlord's Guarantor set out in this clause
shall remain in full force and effect notwithstanding:-
20.2.1 any modification of whatsoever nature which may be made in the
structure style or legal form of the Landlord
20.2.2 any forbearance time indulgence or other concession which may
be made in the structure style or legal form of the Landlord
20.2.3 any variation amendment or modification of the terms
conditions or other provisions of this Agreement whether or
not such variation amendment or modification is effected with
the consent or knowledge of the Landlord's Guarantor and
whether or not such variation amendment or modification may
increase or otherwise vary the liability of the Landlord's
Guarantor under this Agreement
20.2.4 any invalidity in or irregularity or unenforceability of the
obligations or the Landlord under this Agreement or any
invalidity in or irregularity in the execution of this
Agreement by the Landlord or any deficiency in the powers of
the Landlord to enter into this Agreement
20.2.5 any delay on the part of the Landlord to take steps to enforce
performance or observance of the or any of the Landlord's
obligations in this Agreement or which may be allowed by the
Tenant to the Landlord
20.2.6 any assignment of this Agreement or the liquidation or
bankruptcy (as the case may be) of the Landlord
20.2.7 any other act or thing or omission which but for this
provision might operate to exonerate or release the Landlord's
Guarantor
21. BUILDING NAME
The Tenant shall have the right to determine the name of the building situated
on the Premises such name to be first approved by the Landlord (such approval
not to be unreasonably withheld or delayed) which may (if the Tenant chooses) be
linked to the name or business of the Tenant
22. INTEREST
Any party obliged to make payment under this Agreement shall pay to the
receiving party on demand interest at the rate of 3% per annum above the base
lending rate from time to time of Barclays Bank Plc on all monies payable
pursuant to this Agreement which are not paid on the
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due date in respect of the period from and including the due date up to the date
of payment in cleared funds (and whether before or after any judgment)
23. OPINION LETTER
On or before completion of the Lease the Tenant and/or the Guarantor shall
procure the giving of an opinion letter from Hale and Dorr or such other firm as
the Landlord shall approve (such approval not to be unreasonably withheld or
delayed) in the form annexed hereto as ANNEXURE 4 in respect of the Lease such
opinion letter to be addressed to the Landlord or such other person as the
Landlord shall specify
24. JURISDICTION
This Agreement shall be construed in accordance with the law of England and
Wales and the Landlord and the Tenant and the Guarantor each submit to the
non-exclusive jurisdiction of the Courts of England and Wales
25. DISPUTES DEALT WITH BY EXPERTS
Where under this Agreement any issue is required to be dealt with by or
submitted for the determination of an expert the following shall apply:-
25.1 the expert shall be an Independent Consultant Engineer and
shall be appointed by the parties jointly or if they cannot or
do not agree on the appointment on the request of either party
appointed by the President (or other acting senior officer for
the time being) of the Royal Institution of Building Services
Engineers
25.2 the person so appointed shall act as an expert not as an
arbitrator and the decision of the expert shall be final and
binding except in the case of manifest error
25.3 the expert so appointed shall afford the parties the
opportunity to make representations to him; and
25.4 the fees and expenses of the expert including the costs of his
nomination shall be borne equally by the parties (unless they
otherwise agree) and each party shall bear their own costs
with respect to the determination of the issue by the expert
unless he shall otherwise determine
26. INSURANCE
If the Premises shall be destroyed on or before the Completion Date the Tenant
and the Guarantor shall in any event complete the Lease on the Completion Date
and the provisions of Clause 5.6 of the Lease shall apply accordingly.
IN WITNESS whereof the parties hereto have executed this document is a deed the
day and year first before written
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EXECUTED as a DEED by )
THE LANDLORD )
acting by:- )
Director [ILLEGIBLE]
Director/Secretary [ILLEGIBLE]
EXECUTED as a DEED by )
THE LANDLORD'S GUARANTOR )
acting by:- )
Director [ILLEGIBLE]
Director/Secretary [ILLEGIBLE]
16
SCHEDULE 1
The Scope of Works for the replacement of Air Handling Units produced by GW
Consultants dated March 2002.
SCHEDULE 2
DATE DOCUMENT
1. 19.4.1990 Section 52 Agreement made between (1) the Mayor and
Burgesses of the London Borough of Hillingdon (2)
Burton Property Trust Limited (3) Law 96 Limited
2. 3.3.1992 Licence relating to the discharge of surface water
made between (1) British Waterways Board and (2)
Uxbridge Springwaters Developments Limited
("Uxbridge")
3. 3.3.1992 Licence relating to the discharge of surface water
made between (1) British Waterways Board and (2)
Uxbridge
4. 22.4.1994 Deed of Variation made between (1) Burton Property
Trust Limited (2) Uxbridge (3) Denham Yacht Station
Limited (4) The Burton Group plc (5) The Mayor and
Burgesses of the London Borough of Hillingdon
5. 22.4.1994 Agreement relating to Section 38 of the Highways
Act between (1) The Mayor and Burgesses of the
London Borough of Hillingdon and (2) Uxbridge
6. Undated BT Wayleave Agreement
7. 28.5.1996 Letter from London Borough of Hillingdon to
Uxbridge
8. 5.11.1998 Letter from Lincoln Insurance Services Limited to
Cable & Wireless Communication Services Limited