Exhibit 10.21
DATED 4TH NOVEMBER 1998
-----------------------
MILTON PARK LIMITED
and
VERTEX PHARMACEUTICALS (EUROPE) LIMITED
and
VERTEX PHARMACEUTICALS INCORPORATED
AGREEMENT FOR LEASE
-------------------
of premises at 88 Milton Park
Abingdon Oxfordshire
INDEX
Clause
1. Definitions and Interpretation
2. The Landlord's Works
3. Inspections
4. Practical Completion
5. The Lease
6. Right to Determine
7. Alienation
8. No Demise
9. No Restrictions
10. Defects And Duty of Care Agreements
11. No Merger
12. Adjudication
13. Service of Notice
14. Title and Matters to which The Premises are Subject
15. General Conditions
16. Guarantee
17. Acknowledgements
18. Termination
19. Entire Contract
20. Jurisdiction
1
First Schedule
Approved Drawings and Specifications
Planning Permission
Annexure A the Lease
Annexure B1 Architect's Warranty
Annexure B2 Civil and Structural Engineer's Warranty
Annexure B3 Construction Manager's Warranty
Annexure B4 Mechanical and Electrical Engineer's Warranty
Annexure B5 Insurance Policy
2
THIS AGREEMENT is made the 4th, day of November 1998
BETWEEN
(1) MILTON PARK LIMITED (Company No. 1772924) whose registered office is at
Nations House 103 Wigmore Street London W1H 9AB ("the Landlord")
(2) VERTEX PHARMACEUTICALS (EUROPE) LIMITED (Company No.2907620)
whose registered office is at 5 Cheapside Court Buckhurst Road Ascot
Berkshire SL-5 7RF("the Tenant")
(3) VERTEX PHARMACEUTICALS INCORPORATED of 130 Waverly Street Cambridge
Massachusetts USA ("the Guarantor") and whose address for service in the
United Kingdom is at 88 Milton Park Abingdon Oxfordshire
1. DEFINITIONS AND INTERPRETATION
1.1 In this Agreement unless the context otherwise requires the terms defined
in this clause shall for all purposes hereof have the meaning specified
"Approved Drawings" the plans listed in and forming a part of the
First Schedule
"Architect" Nicholas Hare Architects of 3 Barnsbury
Square London N1 1JL or such other architect
as the Landlord may from time to time appoint
in their place for the purposes of the
Landlord's Works
"Certificate of the written statement of practical completion
Practical Completion" of the Landlord's Works (other
than the Post Completion Works and the
Optional Works) to be issued by the
Construction Manager in accordance with the
provisions of clause 4 hereof and in this
Agreement the expression
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"Practically Completed" and "Practical
Completion" shall be interpreted accordingly
"Completion Date" the fifth working day immediately following
the Practical Completion Date
"Consents" all approvals consents licences and
permissions necessary for the construction
completion and retention of the Landlord's
Works and including (without prejudice to the
generality of the foregoing) planning
permissions and Building Regulation approvals
"Construction Manager" Glanville Projects Limited of Porterswood
House Porterswood St. Albans Hertfordshire
AL3 6PD or such other person as the
Landlord may appoint in their place for the
purposes of the Landlord's Works
"Defects Period" 36 calendar months from the Practical
Completion Date (which period shall also be
the Defects Period for the purposes of Clause
4(4) of the Lease)
"First Anniversary" the first anniversary of the date of issue of
the Certificate of Practical Completion
"General Conditions" the Standard Conditions of Sale (Third
Edition)
"Insurance Policy" an insurance policy in respect of latent
defects in the Premises to be procured by the
Landlord at its cost in the form annexed
hereto under Annexure B5 subject to such
minor amendments as the insurers may require
provided that any amendments shall not affect
the
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amount of the insurance cover the risks
insured or the amount of the excess
"Landlord's Estate" the land at Milton Park Abingdon Oxfordshire
known as Milton Park shown for the purpose of
identification only edged red on Plan 2
"Landlord's Solicitors" Pitmans of 47 Castle Street Reading RGI 7SR
(DX40102 Reading (Castle Street)) (Ref:
JCB\Milton)
"Landlord's Works" the construction of the Premises and the
ancillary service areas car parking and
landscaping in accordance with the Approved
Drawings and Specifications
"Lease" the Lease in the form of the draft annexed as
Annexure A
"Mechanical and Electrical Peter Brett Associates of 16 Westcote Road
Engineers" Reading Berkshire RG 30 2DE or such other
persons as the Landlord may appoint in their
place
"Optional Works" the installation of an external spiral fire
escape forming part of the Landlord's Works
as more particularly described in the Third
Schedule hereto
"Plan 1" the plan so numbered annexed to this
Agreement
"Plan 2" the plan so numbered annexed to this
Agreement
"Planning Permission" detailed planning permission dated 14 April
1997 and including the approval of reserved
matters
"Post Completion Works" those works forming part of the Landlord's
Works as set out in the Second Schedule
hereto
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"Practical Completion Date" the date upon which the Landlord's Works
(other than the Post Completion Works and the
Optional Works) are practically completed as
stated in the Certificate of Practical
Completion
"Premises" the premises shown edged red on Plan I to be
known as 88 Milton Park Abingdon Oxfordshire
"Professional Team" the Architect the Civil and Structural
Engineer the Mechanical and Electrical
Engineer and the Construction Manager
"Regulations" the Construction (Design and Management)
Regulations 1994
"Rent Commencement Date" the date immediately following the expiration
of the Rent Free Period
"Rent Free Period" a period of six months from the Completion
Date
"Site Inspections" inspection of the Landlord's Works which are
to be carried out on dates to be agreed
between the parties which shall be no more
frequently than once every 10 working days
(the first of which is to take place on the
[ ] day of [ ]) and shall be
conducted in accordance with the provisions
of Clause 4
"Specifications" the specifications listed in and forming a
part of the First Schedule
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"Civil and Structural
Engineer" Glanville Consultants of Porterswood House
Porterswood St. Albans Hertfordshire AL3 6PQ
or such other civil and structural engineer
from time to time appointed by the Landlord
in their place for the purpose of the
Landlord's Works
"Surveyor" means Mike Taylor of Ridge and Partners
Midland House Westway Oxford or failing him
Peter Blockley Chartered Architect Toll
Cottage Dorking Road Walton on the Hill
Tadworth Surrey KT20 7MY
"Target Date 6th November 1998
"Tenant's Solicitors" means Cameron McKenna Mitre House 160
Aldersgate Street London EC1A 4DD
(Ref.NMH/MIT4.68A/042741.0010)
"Tenant's Surveyor" means Ronald Jenkins Chartered Building
Surveyor 27a Leopold Road Wimbledon London
SW19 7BB
"working days" means any day from Monday to Friday
(inclusive) other than Christmas Day Good
Friday and any statutory bank or public
holiday
1.2 In this Agreement the following expressions shall for all purposes hereof
have the meanings attached to them in the Lease unless the context
otherwise requires:
1.2.1 Conduits
1.2.2 Permitted Use
1.2.3 the Principal Rent
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1.3 Words importing the singular include the plural and vice versa and words
importing one gender include any other gender
1.4 Reference to a numbered schedule paragraph or clause shall where the
context so requires be a reference to the schedule paragraph or clause of
this Agreement so numbered
1.5 The clause or paragraph headings in this Agreement are for the
convenience of the parties and shall not affect its interpretation
1.6 Where two or more persons are included in the expression "the Landlord"
"the Tenant" or "the Guarantor" the agreements by or with the Landlord
the Tenant or the Guarantor shall be deemed to be entered into by or with
such persons jointly and severally
1.7 Interest as defined in the Lease shall accrue on a daily basis in respect
of any sums due under this Agreement but which shall remain unpaid for a
period exceeding fourteen days and any such interest shall be paid from
the date when any such sums became due until payment thereof (as well as
before any judgment)
1.8 References to "the Landlord" do not include any successors in title of
the Landlord to the Premises in respect of any of the obligations
contained herein relating to the carrying out of the Landlord's Works
(save in the case of any successor in title of the Landlord who expressly
assumes such obligations) but otherwise do include the Landlord's
successors in title to the Premises
1.9 References to any Statute Statutory Instrument Regulation or Order shall
be construed as references to those provisions at the date of
commencement of the Landlord's Works and to any provision enacted in
substitution therefor to the extent that such variations or substitution
are applicable to the subject matter of this Agreement
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2. THE LANDLORD'S WORKS
2.1 The Landlord shall at its sole cost use all reasonable endeavours to
complete the Landlord's Works (apart from the Post Completion Works and
Optional Works) and procure the issue of the Certificate of Practical
Completion by the Target Date
2.2 The Landlord will at its sole cost procure the commencement carrying out
and completion of the execution of the Landlord's Works (other than the
Optional Works unless the Tenant shall serve notice under clause 2.11
hereof requiring the Optional Works to be carried out)
2.3 Without prejudice to the generality of the foregoing the Landlord further
agrees:
2.3.1 to procure that the Landlord's Works shall be carried out in conformity
with the Approved Drawings the Specifications the Consents (to the extent
that the same are obtained and remaining valid and unrevoked) and the
requirements of all competent and public authorities and to obtain as
soon as practicable any required consents and permissions for the
Landlord's Works which have not already been obtained; and
2.3.2 to procure that the Landlord's Works will be carried out in a good and
workmanlike manner using good quality materials of their several kinds
and in accordance with the Regulations
2.4 The Landlord shall be entitled to substitute for the materials specified
in the Specifications materials of similar quality and suitability and of
substantially the same appearance (insofar as they shall be visible after
incorporation into the Landlord's Works)
2.5 The Landlord may make or permit any minor variation to the Approved
Drawings or the Specifications insofar as the same does not materially
affect the quality of the Landlord's Works or the beneficial occupation
and use of the Premises for the Permitted Use
2.6 The Landlord shall procure that none of the following materials are
specified for use in the Landlord's Works:
2.6.1 high alumina cement or concrete whether in structural elements or
otherwise
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2.6.2 wood wool slabs in permanent shuttering form or in structural elements
2.6.3 calcium chloride in any admixtures
2.6.4 any aggregates for use in concrete which do not comply with British
Standard 8110:1985 or any aggregates for use in reinforced concrete
which do not comply with British Standards 882:1983 or such other British
Standards in respect of each as may be in force at the date of
specification
2.6.5 asbestos or any asbestos containing products as defined in the Asbestos
Regulations 1969 or any statutory modification or re-enactment thereof in
force at the date of specification
2.6.6 formaldehyde foam or material known to release formaldehyde in quantities
which the Health & Safety Executive have at the date of specification
certified as hazardous
2.6.7 calcium silicate bricks or tiles any slip bricks any crocodolite any
vermiculite plaster
2.6.8 any material generally known within the construction industry at the date
of specification to be deleterious to health and safety.
2.7 The Landlord shall at its sole cost enter into any agreement relating to
the Premises including any wayleave and/or similar easement or facility
as may be required in order to secure electricity gas water drainage
telecommunication and other such services and supplies for the benefit of
the Premises
2.8 Until completion of the Lease the Landlord shall at the cost of the
Landlord insure or procure that the Landlord's Works are kept insured in
the full reinstatement value for the usual contractor's risks
2.9 The Landlord shall provide the Tenant's Surveyor with copies of any
additional detail to the Specifications and the Approved Drawings as soon
as practicable after the additional details have been designed and if
revisions are necessary to update the Specifications and/or the Approved
Drawings and the Landlord shall take due cognisance of all
representations made by
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or on behalf of the Tenant in respect of such revisions if the
representations are made within 5 working days of the date the Tenant's
Surveyor receives details of the relevant revisions (excluding the day
of receipt)
2.10
2.10.1 In respect of the Landlord's Works the Landlord is the only client
(as defined in and for the purposes of the Regulations)
2.10.2 The Landlord shall deliver to the Tenant as soon as it is prepared a
copy of the Health and Safety file which complies with the requirements
of the Regulations
2.10.3 The Landlord shall forthwith either make a declaration to the Executive
(as defined in the Regulations) that the Landlord is the only client or
procure that its Agent appointed pursuant to Regulation 4(l) makes a
declaration to the Executive in either case in accordance with
Regulation 4(4) and if requested to do so by the Tenant the Landlord
shall supply to the Tenant a copy of the applicable declaration and of
the Executive's notice in response
2.11 If the Tenant shall request the Landlord in writing prior to date
provided in the Lease for the first review of the rent the Landlord
shall at its own expense carry out the Optional Works within a
reasonable period of time after receipt of such notice to the
reasonable satisfaction of the Tenant
2.12 The Landlord shall carry out the Post Completion Works within a
reasonable period after the date of this Agreement having regard to the
nature of such works to the reasonable satisfaction of the Tenant
3. INSPECTIONS
3.1 The Tenant and its professional team shall entirely at their own risk
be at liberty (by prior appointment on reasonable notice) to enter upon
the Premises for the purpose of viewing the state and progress of the
Landlord's Works and to inspect and view the materials and
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workmanship thereof PROVIDED ALWAYS that the following conditions shall
be observed in respect of every such entry on the Premises:
3.1.1 The Tenant and its professional team shall be at liberty to visit the
Premises at any reasonable time of the day but on the occasion of any
such visit they shall jointly and immediately report their presence on
the Premises to the Construction Manager or his appointed
representatives:
3.1.2 The Tenant and its professional team shall comply with all safety
requirements imposed by the Construction Manager (or his appointed
representative); and
3.1.3 The Tenant and its professional team shall not interfere with or
interrupt the progress of the Landlord's Works nor give or attempt to
give instructions to any trade contractor or any member of the
Professional Team;
3.2.1 The Tenant or its representative and the Construction Manager or his
appointed representative shall attend the Site Inspections
3.2.2 The Construction Manager shall prepare minutes of each Site Inspection
to record the condition of the Premises and shall use reasonable
endeavours to submit the same to the Tenant within 3 working days of
the Site Inspection
3.2.3 The Tenant shall make representations in writing regarding the
condition of the Landlord's Works to the Construction Manager with a
copy to the Landlord within 5 working days of each Site Inspection
3.2.4 The parties shall use their best endeavours to agree on any additional
works required arising from the Tenant's representations but if such
agreement is not made within 5 working days of the date of receipt of
the Tenant's representations by the Construction Manager the matter
shall be referred to the Surveyor for his determination who shall
determine the matter in accordance with clause 12
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3.2.5 In the event that the Tenant does not make a representation in
accordance with clause 3.2.3 regarding any aspect of the Landlord's
Works completed at the date of a relevant Site Inspection the Tenant
shall not be entitled to make any further representation with regard to
such matters pursuant to the provisions of clause 4.3
4 PRACTICAL COMPLETION
4.1 The Landlord shall give to the Tenant and the Tenant's Surveyor at
least three working days notice of the date the Construction Manager
intends to inspect that part of the Landlord's Works to be carried out
prior to Practical Completion for the purposes of issuing a Certificate
of Practical Completion (and as much notice as reasonably practicable
of any adjournment thereof) and the Tenant and its professional team
shall be entitled to attend every such inspection
4.2 The Tenant and its professional team shall be entitled to make
representations to the Construction Manager during such inspection and
the Landlord shall instruct the Construction Manager to have due and
proper professional regard to the same
4.3 If the Tenant's Surveyor reasonably considers that subject to clause
4.6 the Landlord's Works have not been completed in accordance with
this Agreement sufficient for the Construction Manager to issue a
Certificate of Practical Completion he shall within 5 working days
after his inspection notify the Construction Manager in writing of his
reasons and state what further works are required
4.4 Subject to clause 4.5 the Landlord shall carry out such further works
as soon as possible and shall notify the Tenant's Surveyor when such
further works have been completed whereupon the Tenant's Surveyor shall
within 5 working days re-inspect the Premises and if necessary the
procedure set out in this clause shall be repeated as often as
necessary until subject to clause 4.6 the Landlord's Works are
completed in accordance with this Agreement sufficient to entitle
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the Construction Manager to issue a Certificate of Practical Completion
and the Construction Manager shall not issue such certificate until
such time as such further works notified by the Tenant's Surveyor have
been completed
4.5 If the Landlord disputes a notice from the Tenant's Surveyor under
clause 4.4 stating further works which are required the dispute shall
be determined by the Surveyor who shall determine the matter in
accordance with clause 12
4.6 For the purposes of this Clause 4 the Tenant shall not be entitled to
object to the issue of the Certificate of Practical Completion on the
grounds of one or more of the following being outstanding:
4.6.1 The Post-Completion Works or the Optional Works
4.6.2 Snagging items which are agreed by the Landlord and the Tenant or
determined by the Surveyor
4.6.3 Soft landscaping
4.6.4 Works which are not reasonably required to enable the Tenant to gain
access to the Premises and beneficially occupy the Premises for the
purposes permitted by the Lease as agreed by the Landlord and the
Tenant or determined by the Surveyor PROVIDED THAT the Landlord shall
procure completion of all such matters to the reasonable satisfaction
of the Tenant's Surveyor as soon as reasonably practicable (or in
accordance with such other timetable in relation to the Post Completion
Works and the Optional Works as is provided for by this Agreement)
4.7 In the event that the Surveyor upholds an objection of the Landlord
pursuant to Clause 4.5 then the other provisions of this Agreement
(including in particular the definition of Completion Date and Rent
Commencement Date) shall be interpreted as if the Certificate of
14
Practical Completion had been issued on the date on which the Tenant
objected to its issue without justification
4.8 The Landlord shall deliver to the Tenant free of charge a set of "as
built" drawings and all manuals and guarantees in respect of the
Landlord's Works as soon as reasonably practicable following Practical
Completion
5. THE LEASE
5.1 On the Completion Date the Landlord will grant or will procure the
grant of and the Tenant will accept the Lease of the Premises
5.2 The Lease and the Counterpart thereof shall be prepared by the
Landlord's Solicitors and the properly executed Counterpart shall be
delivered to the Landlord's Solicitors on completion
5.3 The Lease shall be completed at the offices of the Landlord's
Solicitors on or before 2.00 pm on the Completion Date
5.4 The Principal Rent reserved by the Lease shall be paid from the Rent
Commencement Date but all other rents and sums payable under the Leases
shall be paid with effect from the Completion Date
5.5 The Landlord shall grant the Lease with full title guarantee
6. RIGHT TO DETERMINE
If the Practical Completion Date has not occurred on or before the 1st
February 1999 the Tenant shall have the right to terminate this
Agreement by serving notice in writing to that effect on the Landlord
at any time prior to the date on which the Landlord's Works (other than
the Post Completion Works and the Optional Works) are practically
completed for the purposes of this Agreement and in the event of
service of such notice this Agreement shall cease and determine on the
date of service of such notice by the Tenant but without prejudice to
the rights and liabilities of the parties which have accrued up to that
date
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7. ALIENATION
The Tenant shall not assign or part with its interest under this
Agreement or any part thereof or otherwise dispose of the same or any
part thereof and the Tenant named herein shall personally accept the
Lease and execute a counterpart thereof provided that if the Practical
Completion Date has not occurred on or before the 1st February 1999 the
Tenant may assign its interest under this Agreement with the prior
consent of the Landlord which shall not be unreasonably withheld or
delayed and provided further that the Tenant may assign the benefit of
this Agreement to any person to whom the Lease (when granted) is
assigned
8. NO DEMISE
Until the actual grant of the Lease this Agreement shall not operate or
be deemed to operate as a demise of the Premises nor (save as otherwise
provided by this Agreement) shall the Tenant have or be entitled to any
estate right title or interest in the Premises or any part thereof
9. NO RESTRICTIONS
Nothing herein contained or implied shall impose or be deemed to impose
any restriction on the use of any other part of the Landlord's Estate
not comprised in this Agreement nor give to the Tenant the benefit of
or the right to enforce any covenant agreement condition or stipulation
entered into by any purchaser or lessee or tenant of the Landlord in
respect of property not comprised in this Agreement or to prevent or
restrict in any way the development of the Landlord's Estate not
comprised in this Agreement
10. DEFECTS AND WARRANTY AGREEMENTS
10.1 The Landlord will procure that all defects arising in the Landlord's
Works prior to the expiry of the Defects Period are made good at the
Landlord's cost to comply with the provisions of clause 2.3 hereof
PROVIDED THAT notice of the said defects has been given in writing to
the Landlord by the Tenant not less than 10 working days before the
expiry of the Defects Period
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and provided that the Tenant affords all access necessary for the same
but the Landlord shall not be liable to compensate the Tenant in
respect of any reasonably necessary disturbance or disruption caused
thereby to the Tenant's business carried on at the Premises but shall
reinstate any damage caused to the Premises or the Tenant's property as
soon as practicable and to the reasonable satisfaction of the Tenant
10.2 The Landlord shall make good any such defects as aforesaid notified to
it in writing during the period from the date hereof until the First
Anniversary as soon as practicable after the First Anniversary (save
for defects which require urgent attention which shall be remedied as
soon as practicable after written notification to the Landlord) and
after the First Anniversary all defects shall be remedied as soon as
practicable after written notification to the Landlord (provided such
notification is made before the end of the Defects Period) all such
defects being remedied to the reasonable satisfaction of the Tenant
10.3 Following the remedying of any defects in accordance with the preceding
provisions of this clause it is expressly agreed that in the event of
any claim by the Tenant arising out of the design or workmanship of the
Landlord's Works the Tenant shall rely upon the enforcement against the
Professional Team of the rights conferred upon the Tenant by the
warranty agreements referred to in Clause 10.4 of this Agreement and
upon the Insurance Policy
10.4 The Landlord shall procure from the Professional Team and shall deliver
to the Tenant as soon as practicable after the Completion Date warranty
agreements executed by such parties in the forms annexed to this
Agreement and for this purpose the relevant form of warranty agreement
is that at Annexure B 1 (in the case of the Architect) Annexure B2 (in
the case of the Civil and Structural Engineer) Annexure B3 (in the case
of the Construction Manager) and Annexure B4 (in the case of the
Mechanical and Electrical Engineer)
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10.5 The Landlord shall procure the issue of the Insurance Policy with a
minimum level of cover of not less than the full re-building cost of
the Landlord's Works (including all fees and expenses) and shall comply
with the provisions of clause 4(5) of the Lease as if the Lease had
been completed on the date of this Agreement
11. NO MERGER
This Agreement shall remain in force as to any of the stipulations and
obligations hereof which shall not have been performed and remain to be
performed notwithstanding the grant of the Lease SAVE THAT it is hereby
expressly agreed that the Landlord shall have no continuing liability
to the Tenant or to any other person for the design and construction of
the Landlord's Works after the completion of the remedying of defects
in accordance with clause 10
12. ADJUDICATION
Where under the terms of this Agreement a matter is referred to the
determination of the Surveyor the following provisions shall apply:-
12.1 The Surveyor shall act as an expert and not as an arbitrator
12.2 The Surveyor must afford each party the opportunity within reasonable
time limits to make representations to inform each party of the
representations of the other and allow each party to make submissions
to him on the representations of the other party
12.3 The fees and expenses of the Surveyor including the costs of his
nomination are to be borne as the Surveyor shall in his discretion
determine (and otherwise equally between the Landlord and the Tenant)
and unless the parties otherwise agree they shall each bear their own
costs relating to the determination of the issue by the Surveyor unless
the Surveyor shall in his discretion otherwise determine
12.4 The determination by the Surveyor shall be issued as soon as possible
and is to be conclusive and binding upon the parties save in the case
of manifest error
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13. SERVICE OF NOTICES
The provisions of clause 5(2) of the Lease shall apply in relation to
notices served pursuant to this Agreement as if the same were set out
herein
14. TITLE AND MATTERS TO WHICH THE PREMISES ARE SUBJECT
14.1 The Landlord shall deduce its title to grant the Lease to the Tenant in
accordance with Section 110 of the Land Registration Act 1925 and the
Tenant having received office copies of the said title dated 20th
August 1998 shall be deemed to accept the Lease subject to all matters
contained or referred to in the said office copies and shall not raise
any objection or requisition in relation thereto
14.2 The Premises are let subject to:
14.2.1 all matters registered and capable of registration (whether or not so
registered prior to the date of this Agreement) by any Local or other
Competent Authority
14.2.2 all orders directions notices charges restrictions conditions
agreements schemes resolutions requirements or other matters arising
under any of the Town and Country Planning Acts
14.2.3 all overriding interests as defined by the Land Registration Act 1925
as amended (whether or not the Premises are registered)
14.2.4 all matters revealed by the documentation referred to in clause 14.1
above so far as the same are still subsisting and affect the Premises
and the Tenant or the Tenant's Solicitors having been supplied with
copies of such matters or with such information as the Landlord has
concerned the same the Tenant acknowledges that it has entered into
this Agreement with full knowledge and notice thereof and shall raise
no objection requisition or enquiry in respect of such matters
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15. THE GENERAL CONDITIONS
The General Conditions are incorporated in this Agreement to the extent
that they are not varied by or inconsistent with the terms hereof and
subject to the following amendments
15.1.1 General Conditions 1.1.1 (b) and (f) are deleted and all references
in the General Conditions to the "contract" and the "Agreement" shall
be deemed to be references to this Agreement
15.1.2 where General Conditions impose on the Landlord a duty to inform the
Tenant (including but not limited to General Conditions 3.1.33.3.2(b)
and 3.3.2 (c)) that obligation is to be construed as an obligation to
inform the Tenant as soon as practicable after the information in
question has come to the attention of the Landlord.
15.q1.3 General Conditions 2.2 2.3 4.2 4.3.2 5.2.2. (c) (d) (f) and (g)
5.2.3 5.2.5 5.2.6 6.1 6.2 6.7(a) and 6.7(b) are deleted
16. GUARANTEE
16.1 The Guarantor guarantees to the Landlord the due performance by the
Tenant of the Tenant's obligations under this Agreement
16.2 If at any time before completion of the Lease the Tenant goes into
liquidation or has a petition presented for its winding up or has an
administrative receiver or administrator appointed or in either case
has a receiver appointed or enters into a composition with its
creditors then and in any such case the Landlord may at any time before
completion of the Lease by notice in writing served on the Tenant's
Solicitors invoke the provisions of clause 16.3
16.3 Immediately upon service of notice pursuant to clause 16.2 (but without
prejudice to any preexisting right of action of any party in respect of
any breach by any other party of its obligations under this
agreement):-
(a) the rights of the Tenant under this agreement shall cease and
determine absolutely and the Tenant shall be released from any
further liability under this agreement; and
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(b) this agreement shall from that date have effect as if the
obligation to accept the Lease and the other obligations on the
part of the Tenant contained in this agreement were primary
obligations of the Guarantor and the Guarantor shall accept the
Lease in place of the Tenant and shall otherwise be bound to the
Landlord accordingly
17. ACKNOWLEDGEMENTS
17.1 The Tenant hereby admits and acknowledges as follows:
17.1.1 It has inspected the Approved Drawings and the Specifications and will
prior to the Practical Completion Date inspect the Premises;
17.1.2 It has obtained advice and information with regard to the Premises
independently of the Landlord;
17.1.3 It has seen and accepts the quality and colour of the proposed finishes
to the external and internal parts of the Premises
17.1.4 It has not been induced to enter into this Agreement by or in reliance
upon any statement either oral or in writing made by or on behalf of
the Landlord other than the Landlord's Solicitors' written replies to
written enquiries made by the Tenant's Solicitors prior to the date
hereof and the Tenant accepts that if any such statement has been made
other than as aforesaid it was not made as a condition warranty or
representation for the purpose of inducing the Tenant to enter into
this Agreement
18. TERMINATION
18.1 For the purposes of this clause an "event of default" shall occur if
there shall prior to the Completion Date be any breach of the
agreements covenants or other obligations of the Tenant under this
Agreement which (if capable of remedy) shall not be remedied by the
Tenant within such reasonable period as the Landlord shall stipulate in
writing
21
18.2 Upon the occurrence of an event of default the Landlord in addition to
and without prejudice to any other rights and remedies may prior to
the Completion Date rescind this Agreement forthwith by giving written
notice to the Tenant to that effect and the Tenant's interest hereunder
shall cease
19. ENTIRE CONTRACT
This Agreement constitutes the entire contract between the parties
20. JURISDICTION
This Agreement shall be governed in accordance with English Law and the
parties hereby agree to submit to the jurisdiction of the Courts of
England
IN WITNESS whereof the parties hereto have executed this Agreement
under seal
22
FIRST SCHEDULE
SPECIFICATIONS AND PLANS OF LANDLORD'S WORKS ATTACHED HERETO
23
SECOND SCHEDULE
POST COMPLETION WORKS
24
THIRD SCHEDULE
OPTIONAL WORKS
25
EXECUTED and delivered as a Deed )
by MILTON PARK LIMITED )
acting by:- )
Director /S/
Director/Secretary /S/
EXECUTED and delivered as a Deed )
by VERTEX PHARMACEUTICALS )
(EUROPE) LIMITED )
acting by:- )
Director
Director/Secretary
EXECUTED and delivered )
as a DEED by VERTEX )
PHARMACEUTICALS INCORPORATED)
acting by: )
26
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
GENERAL
Building 88 is a two storey building comprising c. 2,300 sq m. The building
forms part of a development of three similar buildings orientated in an 'H'
shape around a central courtyard. Building 88 has a third storey which has been
designed to accommodate plant, both in an enclosed central area and on open
'balconies' at both ends of the building. The building has two entrance areas
both forming a core containing a stair and lift to the first floor, fitted
separate male, female and disabled toilet areas, riser cupboards and doors into
the 'shell workspace' area.
The core areas will be finished to a normal developer's specification including
plastered and painted walls, carpeted first floor landings and stairs, non slip
ceramic tiles to ground floor entrance with plasterboard ceilings and feature
lighting. Perimeter radiators provide space heating. With the exception of the
first floor disabled WC and ground floor shower next to lift 4 and staircase 7
described at 10 below, WC areas have fully tiled walls, suspended ceilings, non
slip ceramic tiled floors and are fitted with usual sanitary provision.
The remaining 'workspace' area on both ground and first floors are finished as a
basic shell with no floor or ceiling finishes, untreated blockwork walls and
unfinished cladding panels. No electrical, gas, water or heating distribution
will be made in these areas with only such services as are necessary for life
safety or protection of the building fabric.
The thermal performance of the external building envelope will comply in all
respects with the Building Regulations for England and Wales, Part L, 1995.
All building work will comply with the relevant British Standards, BS Codes of
Practice, Public Utility Regulations and Bye Laws. Mechanical and Electrical
installations will comply to the design codes of CIBSE. Health and Safety files
and 0 & M Manuals are provided on practical completion.
All works are being undertaken in accordance with the following drawings:
Architects Drawings:
406(-)002R, 003W, 004T, 005M, 008E, 009C, 011E, 012D, 013B, 015J, 016J, 017D,
021F.
Services Drawings:
WB864/E100/, 401-1, 401-2, 402-1, 402-2, 403-1, 403-2, 404-1, 404-2, 405-1,
405-2, 405-3, 406-1, 406-2, 406-3.
1241/M13A, 14A, 15A, 16A, 17B, 18B.
Peter Brett Associates Drawing:
9422/ME/50OF and H
1. FOUNDATIONS
Mass concrete trench fill and pad foundations on vibro-compacted sub-grade,
designed in accordance with the recommendations of the site investigation
report Np 31095/10 dated June 1997.
1
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
2. STRUCTURAL FRAME
Steel frame with intumescent paint or boarding to achieve as required fire
protection.
Hot rolled structural steel trusses, shot blasted and zinc phosphate primed
finish supporting cold rolled galvanised steel purlins.
3. GROUND FLOOR SLAB
In-situ mesh reinforced concrete slab on granular sub-base to core
areas, wide bay fibre reinforced concrete slab and granular sub-base to
office areas designed for uniformly distributed load of 20kN/mTO THE POWER
OF 2 (4001b per sq ft). Insulation 'U' value is to be 0.45W/m2 or
better
4. EXTERNAL WALLS
Masonry-cavity wall with 'Red Bank Gobelin' or similar external facing
brick skin, 160mm cavity with 75mm rockwool partial cavity fill and 140mm
non-load bearing dense blockwork.
Insulation 'U' Value is to be 0.45W/mTO THE POWER OF 2 DEG.C or better.
Precast reconstituted stone lintels above first floor windows.
Aluminium Pvf2 coated BS 18B 25 Dark Grey RAL 7037 Light Grey flat
composite Luxalon cladding panels in window bays and Kingspan cladding
panels fixed horizontally with proprietary fittings at the plant room and
gable ends.
5. UPPER FLOORS
Precast concrete floor slabs to first floor offices 260mm deep, designed
for uniformly distributed load of 6kN/mTO THE POWER OF 2 (120lb/sq ft).
Precast concrete floor slabs to plant rooms 150mm deep, designed for
uniformly distributed load of 5.OkN/mTO THE POWER OF 2.
6. ROOF
Aluminium mill finish standing seam Kalzip roof cladding with 170mm
insulation, vapour barrier and steel liner tray, to achieve 'U' value of
0.45W/mTO THE POWER OF 2. Concealed aluminium gutters and exposed
downpipes.
Precast concrete floor planks to flat roof areas 150mm deep with screed to
falls and Sarnafil single ply inverted flat roof system.
7. GLAZING
Double glazed polyester powder coated, colour Dark Grey BS 18B 25
externally and White RAL 9016 internally, thermally broken Hunter Douglas
aluminium windows with approximately 50% top hung opening lights. Polyester
powder coated aluminium doors and external fire exit doors.
2
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
All ground floor windows to south and west elevations and first floor
windows to west elevations to have external aluminium Kingfisher sun
louvres.
Full height glazing to front entrance area.
Glazed rebated entrance doors, letter box and conduit for entry control.
8. INTERNAL WALLS
Blockwork generally to underside of floors or roof structure, with a
plaster finish to core areas. No plaster or other finish to other
'workspace' areas.
Block to WC cubicles.
9. STAIRCASES
Precast concrete staircases to front entrances.
Polyester powder coated balustrading and maple handrail to front staircases
and landing.
Ladder access to plant rooms.
Galvanised mild steel painted external spiral fire escape stair to east and
west elevation. Galvanised mild steel-painted external spiral fire escape
stair to south elevation to be procured and fitted at a later date--see
Agreement for Lease.
10. INTERNAL FITTINGS
DOORS
Internal entrance doors to be solid core maple veneered with vision panels,
with maple linings and architraves.
All other doors off entrance areas to be solid core maple veneered flush
doors, maple linings and architraves.
Toilet cubicle doors to be maple with maple linings and architraves. Riser
duct doors to be painted MDF.
The female toilet doors will be hung on the jamb nearest the basins.
DOOR FURNITURE
Pull handles and kick/push plates to be stainless steel and other
ironmongery satin anodised aluminium by Newman Tonks.
JOINERY
Maple skirtings to entrance areas. No skirtings anywhere else in building.
All window boards to be omitted as agreed with Vertex.
3
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
TOILETS
Toilet areas to have white china sanitaryware, laminate panels to concealed
WC and urinal cisterns, solid acrylic resin vanity units to wash hand
basins, toilet roll holders, mirrors, coat hooks and fused spur outlets for
hand dryers.
At Vertex's request, the first floor disabled WC and the ground floor
shower located next to lift 4 and stair 7 shown on the general arrangement
drawings will be left as a shell, i.e. no wall, floor, ceiling or sanitary
fitting or finishes will be included. Drainage services will be left capped
off. No radiators will be installed. Pipework to radiators will be capped
off. No mechanical ventilation provision shall be made.
11. INTERNAL FINISHES
WALLS
Front entrance, staircase and landing areas to be plastered and finished
with emulsion paint finish.
All other 'workspace' areas to be fairfaced blockwork.
With the exception of the first floor disabled WC and the ground floor
shower next to lift 4 and staircase 7 described at 10 above, toilet walls
to be plastered and have full height Langley ceramic tiles.
FLOORS
Staircase and landing areas to have Escopallas Excell carpet tiles
antistatic to IBM Standard for general office use with nosings to staircase
tread.
Cleaners room to be sand/cement screed with sheet vinyl flooring.
VVith the exception of the first floor disabled WC and the ground floor
shower next to lift 4 and staircase 7 described at 10 above, toilet areas
to be sand/cement screed with slip resistant 300 x 300mm Langley ceramic
tiling.
Front entrances to have non-slip Langley ceramic tiling with
aluminium/polypropylene entrance matting.
'Workspace' areas to be powerfloat concrete on ground floor and concrete
planks on first floor. First floor planks to receive a coloured dust
sealer.
Plant room floors and lift motor room will receive and application of three
coats of "Watco Octaseal" paint.
CEILINGS
Entrance, staircase and landing areas generally to have Gyproc MF
plasterboard ceiling.
4
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
With the exception of the first floor disabled WC and the ground floor
shower next to lift 4 and staircase 7 described at 10 above, toilet areas
to have exposed narrow grid Armstrong Microlux Dune suspended ceiling with
600 x 600mm moisture resisting tiles.
No other ceiling finishes in the building.
12. LIFT
2 No Eight person Schindler 100 Series hydraulic passenger lifts.
Lift car door and returns are finished in stainless steel. Full height
carpet tiles to side walls, half height carpet with tinted mirror to rear
wall and handrail below. Carpet tiles to floor. Concealed lighting to
ceiling.
A flush telephone wall cabinet (no telephone or cabling) will be provided.
13. ELECTRICAL INSTALLATION
The incoming electrical supply will be provided by the local electricity
supply authority, and will be delivered and metered at low voltage, maximum
anticipated load allowance of 290 KVA.
Separate cable risers shall be provided, 1 per each building core.
Electrical riser to be fitted out with lighting and small power
distribution system for first floor only. Data/communication risers to
provide space for tenant fit out.
LIGHTING
Emergency lighting, based on integral or remote battery units shall be
provided to all relevant escape route areas in accordance with BS5266 and
as required by the local authority.
Lighting installation shall comprise of the following areas and the
artificial average illumination level will be:
i. Entrance: 200-300 Lux; wall mounted low energy Marlin luminaires.
ii. Staircases and landing areas: 150 Lux; Marlin recessed low energy
compact fluorescent luminaires.
iii. Toilets (with the exception of the first floor disabled WC and the
ground floor next to lift 4 and staircase 7 described at 10 above):
150 Lux; low energy recessed compact fluorescent Marlin luminaires
to cubicles and circulation areas, low voltage Marlin downlighters
or pelmet lighting over the vanity units.
iv. Plant rooms etc: 200-250 Lux; linear fluorescent luminaires with
metal reflectors or compact fluorescent bulkhead luminaires surface
linked.
5
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
V. Unoccupied 'workspace' areas: Minimum numbers of fluorescent batten
tubes to be installed to provide minimum lighting to render building
safe (as agreed with Vertex).
POWER DISTRIBUTION
Single and double outlet switched 13 amp socket outlets shall be positioned
within the core areas and plantrooms to provide for routine maintenance,
cleaning and general services. No other small power distribution.
Emergency lighting, based on integral or remotely battery units shall be
provided to all relevant escape route areas in accordance with BS5266 and
as required by the local authority.
FIRE ALARM
A "break glass" fire alarm installation and automatic smoke detection
system shall be provided to all core and workspace areas of the building
designed in accordance with BS5839, protection category L2. The alarm and
detection system shall have the facility to be extended to accommodate
tenant requirements. Fire alarm sounders are provided to give coverage to
the whole of the building based on an open plan basis.
LIGHTING PROTECTION
The building shall be provided with its own lightning protection system
designed in accordance with BS6651.
ACCESS SYSTEM PROVISION
An access conduit system shall be provided from the external doors in the
entrance areas to above the suspended ceiling for the installation of a
security system by a future tenant.
14. HEATING, PLUMBING AND VENTILATION
GAS - GENERAL
2 No low pressure gas connections shall be provided from the local supply
authority mains to the gas meter enclosure. Both gas mains rise to serve
two gas fired low pressure hot water (LPHW) 'Ideal CXD 70' boilers at roof
level in the plant room which provide hot water distribution (see below)
and shall be provided to comply with local gas board regulations.
WATER - GENERAL
2 No dedicated 35 mm dia water connections will be provided from the local
supply authority mains to 2 No cold water storage tanks in the plant room.
COLD WATER DISTRIBUTION
6
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
Cold water distribution within the 2 core areas of toilet/cleaners
accommodation is provided from the storage tanks. Cold water connected to
all sanitary fittings in both core areas. Overflow pipes to toilets
discharge onto floor where a gully is provided.
HOT WATER DISTRIBUTION
The building shall be provided with four gas fired boilers in the plant
room (as described above) capable of serving hot water to all appropriate
sanitary fittings in the core areas. Two hot water systems will be provided
with each system comprising of two gas fired boiler units, pressurisation
set, primary and secondary pipework and hot. water treatment equipment
located within the dedicated plant room.
SPACE HEATING
Dedicated LPHW pipework distribution systems comprising weather compensated
circuits shall be provided to be capable of serving a network of perimeter
radiators to the core areas.
VENTILATION
With the exception of the first floor disabled WC and ground floor shower
next to lift 4 and staircase 7 described at 10 below, toilet extract
ventilation will be provided to serve the initial cores by central extract
fan units in the plantroom. Supply air shall be introduced from the
adjacent circulation areas. Toilet areas shall be maintained at a negative
pressure with respect to surrounding areas to control migration of odours
etc.
Ventilation to the roof plant rooms shall be provided to meet local
authority requirements via louvres in the external walls.
GENERAL
The sanitary and plumbing systems to serve the toilet and cleaner
accommodation shall be designed in accordance with current Codes of
Practice and to suit requirements of local authority.
15. INCOMING SERVICES
Services to be installed to the buildings as follows:
FOUL AND SURFACE WATER SEWERS - Connected to existing main drainage system.
Electricity - Cables to be laid to existing Southern Electric low voltage
system. 2 No 145 KVA supplies.
GAS - Pipes to be laid to British Gas main supply. 2 No @ 378 kwh.
BT, MERCURY AND COMTEL - Ducts to be installed for BT, Mercury
Communications and Comtel.
7
88 MILTON PARK OUTLINE SPECIFICATION
VERTEX LANDLORD'S WORKS
- --------------------------------------------------------------------------------
WATER SUPPLY - Pipework to be laid to existing Thames Water mains supply. 2
No 35mm supplies with meters are provided.
16. EXTERNAL LIGHTING
Lighting to pedestrian access, car parking, utility and amenity space with
low level bollards and 5m columns with amenity luminaire, Thom Johanna or
similar with 150W high pressure lamp in a decorative housing with a dished
reflector above, to achieve average illuminance of 5 - 7 Lux.
17. CAR PARKING
A total of 270 car parking spaces to be provided. Loading - heavy delivery
vehicles and cars. Finish -concrete block paving roads and bituminous
macadam spaces with block paving corner demarkation, precast concrete kerbs
generally.
Access roads to the development to be finished with bituminous macadam
wearing course.
8
VALE
OF WHITE HORSE
Planning & Engineering Department
TOWN AND COUNTRY PLANNING ACT 1990
NOTICE OF PERMISSION
To: Lansdown Estates Group Ltd
c/o Granville Projects
80 Milton Park
Abingdon
Oxon OX14 4RY
Application No: MIL/59/122
Proposal: Demolition of 88 Milton Park and erection of proposed
B1/or B8 development.
Address: 88 Milton Park
Milton
Abingdon
Oxon
OX14 4RY
DATE OF DECISION: 14th April 1997
The Vale of White Horse District Council, in pursuance of powers under the
Above Act hereby PERMIT the above development to be carried out in
accordance with the application and accompanying plans submitted by you,
subject to compliance with the conditions specified hereunder.
1. THE DEVELOPMENT TO WHICH THIS PERMISSION RELATES SHALL BE BEGUN WITHIN A
PERIOD OF FIVE YEARS FROM THE DATE OF THIS PERMISSION.
2. THE DEVELOPMENT SHALL BE LANDSCAPED IN ACCORDANCE WITH A SCHEME WHICH SHALL
BE SUBMITTED TO AND APPROVED IN WRITING BY THE DISTRICT PLANNING AUTHORITY
BEFORE THE DEVELOPMENT COMMENCES AND SHALL ENSURE:
a) THE RETENTION OF SELECTED EXISTING TREES AND SHRUBS ON THE SITE,
b) THE PROTECTION 0F THE SELECTED EXISTING TREES AND SHRUBS ON THE SITE
DURING THE DEVELOPMENT OF THE SITE;
c) THE CARRYING OUT OF ANY EARTH MOVING OPERATIONS CONCURRENTLY WITH THE
CARRYING OUT OF THE BUILDING AND OTHER WORKS;
d) COMPLETION OF THE SCHEME DURING THE PLANTING SEASON NEXT FOLLOWING
THE COMPLETION OF THE BUILDING(S), OR SUCH OTHER DATE AS MAY BE
AGREED IN WRITING WITH THE DISTRICT PLANNING, AUTHORITY;
e) THE MAINTENANCE OF THE LANDSCAPED AREAS FOR A PERIOD OF FIVE YEARS OR
UNTIL ESTABLISHED, WHICHEVER MAY BE LONGER. ANY TREES OR SHRUBS
REMOVED, OR WHICH IN THE OPINION OF THE DISTRICT PLANNING AUTHORITY,
ARE DYING, BEING SEVERELY DAMAGED OR BECOMING SERIOUSLY DISEASED
WITHIN FIVE YEARS OF PLANTING, SHALL BE REPLACED BY TREES OR SHRUBS
OF SIMILAR SIZE AND SPECIES TO THOSE ORIGINALLY REQUIRED TO BE
PLANTED.
3. PRIOR TO THE FIRST USE OF ANY BUILDING, THE CAR PARKING AREA SHOWN ON THE
APPROVED PLAN REFERENCE (406/002E) SHALL BE CONSTRUCTED, DRAINED, LAID AND
MARKED OUT IN ACCORDANCE WITH THE SPECIFICATION OF OXFORDSHIRE COUNTY
COUNCIL OR SUCH WORKS. THEREAFTER THE AREA SHALL BE KEPT PERMANENTLY FREE OF
ANY OBSTRUCTION TO SUCH USE.
The reasons for the Council's decision to grant permission for the
development subject to compliance with the conditions hereinbefore
specified are:
1. TO COMPLY WITH THE REQUIREMENTS OF SECTION.91 OF THE TOWN & COUNTRY PLANNING
ACT, 1990.
2. TO ENSURE THE IMPLEMENTATION OF A SATISFACTORY SCHEME OF LANDSCAPING WHICH
WILL IN DUE COURSE IMPROVE THE ENVIRONMENTAL QUALITY OF THE DEVELOPMENT AND
SOFTEN ITS IMPACT ON THE AREA.
3. IN THE INTEREST OF HIGHWAY SAFETY.
/s/
CHIEF PLANNING AND ENGINEERING OFFICER,
WARRANTY AGREEMENT CoWa/P&T
(IN SCOTLAND LEAVE BLANK THIS AGREEMENT
FOR APPLICABLE DATE SEE is made the day of 199
CLAUSE ON PAGE 4) ----------- -----------------
BETWEEN:
(insert name of (1) NICHOLAS HARE ARCHITECTS
the Consultant) -----------------------------------------------------------------------------------
of/whose registered office is situated at 3 Barnsbury Square,
-----------------------------------------
London N1 IJL ("the Firm"), and
-----------------------------------------------------------------
(insert name of
the Purchaser/the Tenant) (2) -----------------------------------------------------------------------------------
whose registered office is situated at
-------------------------------------------
-----------------------------------------------------------------------------------
(delete as appropriate) ("the Tenant" which term shall include all permitted assignees
under this Agreement).
WHEREAS:
(delete as appropriate) A. The Tenant has entered into an agreement to lease with
-----------------------------------------------------------------------------------
MILTON PARK LTD
-------------------------------------------------------- ("the Client") relating to
-----------------------------------------------------------------------------------
(insert description of
the premises) -----------------------------------------------------------------------------------
------------------------------------------------------------------ ("the Premises")
(insert -----------------------------------------------------------------------------------
description of
the development) at 86-88 MILTON PARK, ABINGDON, OXON
-----------------------------------------------------------------------------------
(insert address
of the development) --------------------------------------------------------------- "the Development").]
(delete as appropriate) ["The Premises" are also referred to as "the Development" in this Agreement.]
insert date B. By a contract ("the Appointment") dated --------------------------------------------
or appointment the Client has appointed the Firm as [architects] in connection with the
(delete/complete Development.
as appropriate)
C. The Client has entered or may enter into a contract ("the Building Contract") with
(insert name or
building contractor VARIOUS TRADE CONTRACTORS TO BE
or a building ------------------------------------------------------------------------------------
contractor to be SELECTED BY THE CLIENT
selected by the ------------------------------------------------------------------------------------
Client)
------------------------------------------------------------------------------------
for the construction of the Development.
NOW IN CONSIDERATION OF THE PAYMENT OF ONE POUND
(L1) BY THE PURCHASER/THE TENANT TO THE FIRM
(RECEIPT OF WHICH THE FIRM ACKNOWLEDGES) IT IS
HEREBY AGREED as follows:
(delete as appropriate 1. The Firm warrants that it has exercised
to reflect terms of the and will continue to exercise reasonable skill
appointment) [and care] [care and diligence] in the
performance of its services to the Client
under the Appointment. In the event of any
breach of this warranty:
(a) subject to paragraphs (b) and (c) of this
clause, the Firm shall be liable for the
reasonable costs of repair renewal and/or
reinstatement of any part or parts of the
Development to the extent that
- the Tenant incurs such costs and/or
- the Tenant is or becomes liable either
directly or by way of financial
contribution for such costs.
The Firm shall not be liable for other
losses incurred by the Tenant.
(b) the Firm's liability for costs under
this Agreement shall be limited to that
proportion of such costs which it would
be just and equitable to require the Firm
to pay having regard to the extent of the
Firm's responsibility for the same and on
the basis that
---------------------------
(insert the names GLANVILLE AND ASSOCIATES
of other intended ------------------------------------------
warrantors) GLANVILLE PROJECTS
------------------------------------------
PETER BRETT ASSOCIATES
------------------------------------------
MACGREGOR SMITH
------------------------------------------
shall
--------------------------------------
be deemed to have provided contractual
undertakings on terms no less onerous
than this Clause 1 to the Tenant in
respect of the performance of their
services in connection with the
Development and shall be deemed to have
paid to the Tenant such proportion which
it would be just and equitable for them
to pay having regard to the extent of
their responsibility;
(c) the Firm shall be entitled in any action
or proceedings by the Tenant to rely on
any limitation in the Appointment and to
raise the equivalent rights in defence of
liability as it would have against the
Client under the Appointment;
(d) the obligations of the Firm under or
pursuant to this Clause I shall not be
released or diminished by the appointment
of any person by the Tenant to carry out
any independent enquiry into any relevant
matter.
(delete where 2. [Without prejudice to the generality of Clause 1,
the Firm is the Firm further warrants that it has exercised
the quantity and will continue to exercise reasonable skill
surveyor) and care to see that, unless authorised by the
Client in writing or, where such authorisation
is given orally, confirmed by the Firm to the
Client in writing, none of the following has
been or will be specified by the Firm for use
in the construction of those parts of the
Development to which the Appointment relates:
(a) high alumina cement in structural
elements:
(b) wood wool slabs in permanent formwork to
concrete:
(c) calcium chloride in admixtures for use in
reinforced concrete:
(d) asbestos products:
(e) naturally occurring aggregates for use in
reinforced concrete which do not comply
with British Standard 882: 1983 and/or
naturally occurring aggregates for use in
concrete which do not comply with British
Standard 8110: 1985.
(further
specific
materials
may be added
by agreement) In the event of any breach of this
warranty the provisions of Clauses 1a,
b, c and d shall apply.]
3. The Firm acknowledges that the Client has
paid all fees and expenses properly due and
owing to the Firm under the Appointment up to
the date of this Agreement.
4. The Tenant has no authority to issue any
direction or instruction to the Firm in relation
to the Appointment.
5. The copyright in all drawings, reports,
models, specifications, bills of quantities,
calculations and other documents and information
prepared by or on behalf of the Firm in
connection with the Development (together
referred to in this Clause 5 as "the Documents")
shall remain vested in the Firm but, subject
to the Firm having received payment of any fees
agreed as properly due under the Appointment.
The Tenant and its appointee shall have a
licence to copy and use the Documents
and to reproduce the designs and content of them
for any purpose related to the Premises
including, but without limitation, the
construction, completion, maintenance,
letting, promotion, advertisement,
reinstatement, refurbishment and repair of the
Premises. Such licence shall enable the Tenant
and its appointee to copy and use the Documents
for the extension of the Premises but such use
shall not include a licence to reproduce the
designs contained in them for any extension of
the Premises. The Firm shall not be liable for
any use by the Tenant or its appointee of any of
the Documents for any purpose other than that
for which the same were prepared by or on
behalf of the Firm.
6. The Firm shall maintain professional indemnity
insurance in an amount of not less than
(insert amount) ONE AND A HALF MILLION POUNDS (L1,500,000) for
any one occurrence or series of occurrences
arising out of any one event for a period
(insert period) of years from the date of practical completion
of the Premises under the Building Contract,
provided always that such insurance is
available at commercially reasonable rates.
The Firm shall immediately inform the Tenant
if such insurance ceases to be available at
commercially reasonable rates in order that
the Firm and the Tenant can discuss means of
best protecting the respective positions of
the Tenant and the Firm in the absence of such
insurance. As and when it is reasonably
requested to do so by the Tenant or its
appointee the Firm shall produce for
inspection documentary evidence that its
professional indemnity insurance is being
maintained.
(insert number [7 This Agreement may be assigned ONCE by the
of times) Tenant by way of absolute legal assignment to
another person taking an assignment of the
Purchaser's/the Tenant's interest in the
(delete if under Premises without the consent of the Client or
Scots law) the Firm being required and such assignment
shall be effective upon written notice thereof
being given to the Firm. No further assignment
shall be permitted.]
8 Any notice to be given by the Firm hereunder
shall be deemed to be duly given if it is
delivered by hand at or sent by registered
post or recorded delivery to the Tenant at its
registered office and any notice given by the
Tenant hereunder shall be deemed to be duly
given if it is addressed to "The Senior
Partner"/"The Managing Director" and delivered
by hand at or sent by registered post or
recorded delivery to the above-mentioned
address of the Firm or to the principal
business address of the Firm for the time
being and, in the case of any such notices,
the same shall if sent by registered post or
recorded delivery be deemed to have been
received forty eight hours after being posted.
9 No action of proceedings for any breach of
(complete as this Agreement shall be commenced against the
appropriate) Firm after the expiry of years from the
date of practical completion of the Premises
under the Building Contract.
(delete if under [10 The construction validity and performance of
Scots law) this Agreement shall be governed by English law
and the parties agree to submit to the non-exclusive
jurisdiction of the English Courts.]
(alternatives, [AS WITNESS the hands of the parties the day and
delete as year first before written.
appropriate)
Signed by or on behalf of the Firm
-------------------
(for agreement in the presence of:
executed under hand --------------------------------
and NOT as a deed)
Signed by or on behalf of the Tenant
-------------------
in the presence of:
-------------------------------]
WARRANTY AGREEMENT CoWa/P&T
(IN SCOTLAND LEAVE BLANK THIS AGREEMENT
FOR APPLICABLE DATE SEE is made the day of 199
CLAUSE ON PAGE 4) ----------- -----------------
BETWEEN:
(insert name of (1) GLANVILLE AND ASSOCIATES
the Consultant) -----------------------------------------------------------------------------------
of/whose registered office is situated at PORTERSWOOD HOUSE, PORTERSWOOD,
-----------------------------------------
ST. ALBANS, HERTS AL3 6PQ ("the Firm"), and
-----------------------------------------------------------------
(insert name of
the Purchaser/the Tenant) (2) -----------------------------------------------------------------------------------
whose registered office is situated at
-------------------------------------------
-----------------------------------------------------------------------------------
(delete as appropriate) ("the Tenant" which term shall include all permitted assignees
under this Agreement).
WHEREAS:
(delete as appropriate) A. The Tenant has entered into an agreement to lease with
-----------------------------------------------------------------------------------
MILTON PARK LTD
-------------------------------------------------------- ("the Client") relating to
-----------------------------------------------------------------------------------
(insert description of
the premises) -----------------------------------------------------------------------------------
------------------------------------------------------------------ ("the Premises")
(insert -----------------------------------------------------------------------------------
description of
the development) at 86-88 MILTON PARK, ABINGDON, OXON
-----------------------------------------------------------------------------------
(insert address
of the development) --------------------------------------------------------------- "the Development").]
(delete as appropriate) ["The Premises" are also referred to as "the Development" in this Agreement.]
insert date B. By a contract ("the Appointment") dated --------------------------------------------
or appointment the Client has appointed the Firm as [architects] in connection with the
(delete/complete Development.
as appropriate)
C. The Client has entered or may enter into a contract ("the Building Contract") with
(insert name or
building contractor VARIOUS TRADE CONTRACTORS TO BE
or a building ------------------------------------------------------------------------------------
contractor to be SELECTED BY THE CLIENT
selected by the ------------------------------------------------------------------------------------
Client)
------------------------------------------------------------------------------------
for the construction of the Development.
NOW IN CONSIDERATION OF THE PAYMENT OF ONE POUND
(L1) BY THE PURCHASER/THE TENANT TO THE FIRM
(RECEIPT OF WHICH THE FIRM ACKNOWLEDGES) IT IS
HEREBY AGREED as follows:
(delete as appropriate 1. The Firm warrants that it has exercised
to reflect terms of the and will continue to exercise reasonable skill
appointment) [and care] [care and diligence] in the
performance of its services to the Client
under the Appointment. In the event of any
breach of this warranty:
(a) subject to paragraphs (b) and (c) of this
clause, the Firm shall be liable for the
reasonable costs of repair renewal and/or
reinstatement of any part or parts of the
Development to the extent that
- the Tenant incurs such costs and/or
- the Tenant is or becomes liable either
directly or by way of financial
contribution for such costs.
The Firm shall not be liable for other
losses incurred by the Tenant.
(b) the Firm's liability for costs under
this Agreement shall be limited to that
proportion of such costs which it would
be just and equitable to require the Firm
to pay having regard to the extent of the
Firm's responsibility for the same and on
the basis that
(insert the names
of other intended GLANVILLE PROJECTS
warrantors) ------------------------------------------
NICHOLAS HARE ARCHITECTS
------------------------------------------
PETER BRETT ASSOCIATES
------------------------------------------
MACGREGOR SMITH
------------------------------------------
shall
--------------------------------------
be deemed to have provided contractual
undertakings on terms no less onerous
than this Clause 1 to the Tenant in
respect of the performance of their
services in connection with the
Development and shall be deemed to have
paid to the Tenant such proportion which
it would be just and equitable for them
to pay having regard to the extent of
their responsibility;
(c) the Firm shall be entitled in any action
or proceedings by the Tenant to rely on
any limitation in the Appointment and to
raise the equivalent rights in defence of
liability as it would have against the
Client under the Appointment;
(d) the obligations of the Firm under or
pursuant to this Clause I shall not be
released or diminished by the appointment
of any person by the Tenant to carry out
any independent enquiry into any relevant
matter.
(delete where 2. [Without prejudice to the generality of Clause 1,
the Firm is the Firm further warrants that it has exercised
the quantity and will continue to exercise reasonable skill
surveyor) and care to see that, unless authorised by the
Client in writing or, where such authorisation
is given orally, confirmed by the Firm to the
Client in writing, none of the following has
been or will be specified by the Firm for use
in the construction of those parts of the
Development to which the Appointment relates:
(a) high alumina cement in structural
elements:
(b) wood wool slabs in permanent formwork to
concrete:
(c) calcium chloride in admixtures for use in
reinforced concrete:
(d) asbestos products:
(e) naturally occurring aggregates for use in
reinforced concrete which do not comply
with British Standard 882: 1983 and/or
naturally occurring aggregates for use in
concrete which do not comply with British
Standard 8110: 1985.
(further
specific
materials
may be added
by agreement) In the event of any breach of this
warranty the provisions of Clauses 1a,
b, c and d shall apply.]
3. The Firm acknowledges that the Client has
paid all fees and expenses properly due and
owing to the Firm under the Appointment up to
the date of this Agreement.
4. The Tenant has no authority to issue any
direction or instruction to the Firm in relation
to the Appointment.
5. The copyright in all drawings, reports,
models, specifications, bills of quantities,
calculations and other documents and information
prepared by or on behalf of the Firm in
connection with the Development (together
referred to in this Clause 5 as "the Documents")
shall remain vested in the Firm but, subject
to the Firm having received payment of any fees
agreed as properly due under the Appointment.
The Tenant and its appointee shall have a
licence to copy and use the Documents
and to reproduce the designs and content of them
for any purpose related to the Premises
including, but without limitation, the
construction, completion, maintenance,
letting, promotion, advertisement,
reinstatement, refurbishment and repair of the
Premises. Such licence shall enable the Tenant
and its appointee to copy and use the Documents
for the extension of the Premises but such use
shall not include a licence to reproduce the
designs contained in them for any extension of
the Premises. The Firm shall not be liable for
any use by the Tenant or its appointee of any of
the Documents for any purpose other than that
for which the same were prepared by or on
behalf of the Firm.
6. The Firm shall maintain professional indemnity
insurance in an amount of not less than
(insert amount) ONE AND A HALF MILLION Pounds (L1,500,000) for
any one occurrence or series of occurrences
arising out of any one event for a period
(insert period) of years from the date of practical completion
of the Premises under the Building Contract,
provided always that such insurance is
available at commercially reasonable rates.
The Firm shall immediately inform the Tenant
if such insurance ceases to be available at
commercially reasonable rates in order that
the Firm and the Tenant can discuss means of
best protecting the respective positions of
the Tenant and the Firm in the absence of such
insurance. As and when it is reasonably
requested to do so by the Tenant or its
appointee the Firm shall produce for
inspection documentary evidence that its
professional indemnity insurance is being
maintained.
(insert number [7 This Agreement may be assigned ONCE by the
of times) Tenant by way of absolute legal assignment to
another person taking an assignment of the
Purchaser's/the Tenant's interest in the
(delete if under Premises without the consent of the Client or
Scots law) the Firm being required and such assignment
shall be effective upon written notice thereof
being given to the Firm. No further assignment
shall be permitted.]
8 Any notice to be given by the Firm hereunder
shall be deemed to be duly given if it is
delivered by hand at or sent by registered
post or recorded delivery to the Tenant at its
registered office and any notice given by the
Tenant hereunder shall be deemed to be duly
given if it is addressed to "The Senior
Partner"/"The Managing Director" and delivered
by hand at or sent by registered post or
recorded delivery to the above-mentioned
address of the Firm or to the principal
business address of the Firm for the time
being and, in the case of any such notices,
the same shall if sent by registered post or
recorded delivery be deemed to have been
received forty eight hours after being posted.
9 No action of proceedings for any breach of
(complete as this Agreement shall be commenced against the
appropriate) Firm after the expiry of years from the
date of practical completion of the Premises
under the Building Contract.
(delete if under [10 The construction validity and performance of
Scots law) this Agreement shall be governed by English law
and the parties agree to submit to the non-exclusive
jurisdiction of the English Courts.]
(alternatives, [AS WITNESS the hands of the parties the day and
delete as year first before written.
appropriate)
Signed by or on behalf of the Firm
-------------------
(for agreement in the presence of:
executed under hand --------------------------------
and NOT as a deed)
Signed by or on behalf of the Tenant
-------------------
in the presence of:
-------------------------------]
LATENT DEFECTS PROPOSAL
Unit 88 Milton Park
INSURED VALUES:
Items 1/4 - Building (pound)2,035,000
Item 5 - Disturbance Costs @ 2.5% (pound) 50,000
---------
(pound)2,085,000
Item 6 - Rent 12 months @(pound)300,000 p.a. (pound) 300,000
---------
(pound)2,385,000
---------
PREMIUM:
Items 1/5 - Building/Disturbance Costs (pound)18,648.24
Deposit (pound) 2,236.00
Item 6 - Rent (pound) 2,246.40
---------
(pound)23,130.64
---------
NOTES:
Single Premium
12 Years Cover
Building Cover Deductible (pound)20,000
Annual Inflation Cover (Building, only) - 5%
All Premiums inclusive of Insurance Premium Tax at 4%
(Rate may change prior to cover commencing)
COMMERCIAL UNION ASSURANCE COMPANY plc
LATENT DEFECTS POLICY
The Insurers agree (subject to the terms definitions exclusions and conditions
of this policy) that if after payment of the premium DAMAGE (as within defined)
shall be discovered then the Insurers will pay to the Insured the value of the
Property Insured at the time of the discovery of the DAMAGE or the amount of
such DAMAGE or at the Insurers' option reinstate or repair such property or any
part of it or remedy any defect therein to prevent DAMAGE
Provided that the liability of the Insurers under this policy shall not exceed
i in the whole the total sum insured or in respect of any item its sum
insured at the time of the discovery of the DAMAGE
ii the sum insured remaining after deduction for any other DAMAGE unless the
Insurers shall have agreed to reinstate any such sum insured
This policy incorporates the Schedule Specification and Endorsements which shall
be read together as one contract. Words and expressions to which specific
meaning is given in any part of this policy shall have the same meaning wherever
they appear
THE SCHEDULE
AGENCY MEPC Insurance Management Limited
BRANCH & AGENT NO. 959 800093UP Policy No.
THE INSURERS: Commercial Union Assurance Company plc
THE INSURED:
ADDRESS
THE PROPERTY INSURED As detailed in the attached Specification
TOTAL SPECIFICATION SUM INSURED (pound)
DEDUCTIBLE:
In respect of
1 Item No. 4 the first(pound) ) Subject to maximum
) policy deductible each
2 Item No. 6 the first(pound) ) incident of DAMAGE
) being(pound)
3 All other items the first(pound) )
THE SUM INSURED BY THIS POLICY (pound)
being 100% of the total Specification sum insured
PERIOD OF INSURANCE:
1 For Item 4a From
to
2 For Items 4b and 4c From
to
3 For all other items From
to
PREMIUM(Pound) less deposit of(pound) =(pound)
(inclusive of(pound) Insurance Premium Tax)
BRANCH ADDRESS: 82 Pall Mall, London, SWIY 5HF
2
THE PROPERTY INSURED
The building situate
ITEM NO. SUM INSURED
1. The building excluding property as described in item (pound))
numbers 2 & 3 occupied as )
)
2 Landlord's fixtures and fittings and permanently )
installed services forming part of the building (pound))
)
3 Roads, pavements, car parks, lighting, walls, gates )
fences and landscaping of the area adjacent to )
the building but only to the extent of the )
Insured's liability therefore (pound))
)
4 Costs incurred in repairing DAMAGE to the Property )
Insured discovered during the period of insurance )
applicable to this item (pound))
)
a in respect of roofs with less than 6% pitch )
from the horizontal (pound))
)
b in respect of that part of the Waterproofing )
Envelope below ground level (pound))
)
c in respect of other parts of the Waterproof )
Envelope (pound))
5 Costs necessarily and reasonably incurred
with the consent of the Insurers for dismantling, moving,
removing, returning and re-erecting property not
forming part of the building to enable repairs or
rebuilding to proceed (pound)
6 Months rent (pound)
--------
(pound)
--------
--------
MEMO
Payment of any claim under Items Nos 2, 3, 5 and 6 is conditional upon payment
being made or liability admitted for a claim under Item Nos 1 or 4
MEMO - WAIVER OF RIGHTS OF REDRESS
Notwithstanding Claims Condition 6 the Insurers hereby agree not to pursue any
subrogated rights of redress they may accrue against the Lansdown Estates
Group's design team and construction managers otherwise than in respect of
fraud or fraudulent acts.
-3-
DEFINITION
The word DAMAGE, in capital letters, shall mean
1 destruction of or physical damage to
2. threat of imminent collapse of
any portion of the Property Insured for which a Certificate of Practical
Completion has been received by the Insurers and for which they have
formally confirmed cover directly caused by
a a defect existing prior to the commencement of the Period of Insurance
but remaining undiscovered at that date
i in the design or construction of elements essential to the
stability and strength of the Property Insured or in the
materials used in the construction of such elements
ii in the external walls and roofing of the Property Insured
iii in respect of Item No. 4 of the Specification only - in the
design or construction of the Waterproofing Envelope, i.e. the
roof, skylights, external walls, cladding, windows, doors and
lowest floor or in the materials used in the construction of the
Waterproofing Envelope
b subsidence landslip or ground heave of the land on which the Property
stands
-4-
EXCLUSIONS
This policy does not cover
1 DAMAGE discovered after the relevant period of insurance
2 DAMAGE due to arising from
a. wear and tear
b. inadequate maintenance of the Property Insured
c. abnormal use or overloading of the Property Insured beyond its design
capacity
d. normal settlement or bedding down
e. normal shrinkage or expansion of materials used in the construction of
the Property Insured
f. change in colour texture or any ageing process of the Property Insured
g. faulty or inadequate weatherproofing except as insured by Item No 4 of
the Specification
3. loss or destruction or damage due to or arising from fire, lightning,
explosion, earthquake, storm, flood, escape of water from any tank
apparatus or pipe whether caused by DAMAGE insured hereby or otherwise
4. the cost of any work for which any contractor is responsible under the
defects liability provisions contained in any contract for works after
issue of Certificate of Practical Completion or date of hand over whichever
is applicable
5. consequential or economic loss of any kind or description except loss of
rent when such loss is included in the cover under this policy
6. any property more specifically insured by or on behalf of the Insured
7. loss or destruction or damage caused by pollution or contamination but this
shall not exclude destruction of or damage to the Property Insured, not
otherwise excluded, caused by
a. pollution or contamination which itself results from DAMAGE
b. DAMAGE which itself results from pollution or contamination
8. loss or destruction or damage occasioned by war invasion act of foreign
enemy hostilities (whether war be declared or not) civil war rebellion
revolution insurrection military or usurped power nationalisation
confiscation requisition seizure or destruction by the government or any
public authority
9. loss or destruction of or damage to any property whatsoever or any loss or
expense whatsoever resulting or arising therefrom or any consequential loss
directly or indirectly caused by or contributed to by or arising from
a ionising radiations or contamination by radioactivity from any
nuclear fuel or from any nuclear waste from the combustion of nuclear
fuel
b the radioactive toxic explosive or other hazardous properties of any
explosive nuclear assembly or nuclear component thereof
10. loss or destruction or damage due to or arising from pressure waves caused
by aircraft or other aerial devices travelling at sonic or supersonic
speeds
GENERAL PROVISIONS
1 CONDITION OF AVERAGE (UNDERINSURANCE)
The sum insured by each item of this policy other than those applying
solely to fees or removal of debris is declared to be separately subject to
Average
Whenever a sum insured is declared to be subject to Average if such sum
shall at the discovery of any DAMAGE be less than the value of the property
covered within such sum insured the amount payable by the Insurers in
respect of such DAMAGE shall be proportionately reduced
2 DEDUCTIBLES
This policy does not cover the amounts of the deductibles stated in the
Schedule in respect of each and every loss as ascertained after the
application of all other terms and conditions of the policy including any
condition of Average
3 ASSIGNMENT
This policy is assignable to any party acquiring an Insurable Interest in
the Property Insured subject to prior notification being received by the
Insurers and admitted by them in writing
GENERAL CONDITIONS
1 POLICY VOIDABLE
This policy shall be voidable in the event of misrepresentation
misdescription or non disclosure in any material particular
2 RESTRICTIVE AGREEMENTS
The Insured shall not enter into any agreement lease or contract with any
party which would limit modify or curtail the fights of the Insurers
against third parties without their consent
3 ALTERATION
This policy shall be avoided if there be any alteration modification change
of use or addition to the Property Insured whereby the risk of DAMAGE is
increased unless admitted by the Insurers in writing
4. REASONABLE PRECAUTIONS
The Insured shall take all reasonable precautions to prevent DAMAGE
5 JURISDICTION
This policy shall be construed in accordance with English Scottish or
Northern Ireland law and shall be subject to the exclusive jurisdiction of
the appropriate Court of England and Wales Scotland or Northern Ireland and
any arbitration hereunder should be held in the United Kingdom of Great
Britain and Northern Ireland
The Insurers shall not be liable to the Insured for exemplary or punitive
damages in any circumstances whatsoever
CLAIMS CONDITIONS
1 ACTION BY INSURED
A On discovery of DAMAGE the Insured shall
i notify the Insurers immediately
ii carry out and permit to be taken any action which may be
reasonably practicable to prevent further DAMAGE
iii deliver to the Insurers at the Insured's expense
a full information in writing of the property destroyed or
damaged and the amount of the DAMAGE
b details of any other insurances on any property hereby
insured
within 30 days after discovery of the DAMAGE and
c all such proofs and information relating to the claim as may
reasonably be required
d if demanded a statutory declaration of the truth of the
claim and of any matters connected with it
B No claim under this policy shall be payable unless the terms of this
condition have been complied with
2 FRAUD
If a claim is fraudulent in any respect or if fraudulent means are used by
the Insured or anyone acting on his behalf to obtain any benefit under the
policy or if any DAMAGE is caused by the wilful act or with the connivance
of the Insured all benefit under the policy shall be forfeited
3 REINSTATEMENT
If any property is to be reinstated or replaced by the Insurers the Insured
shall at his own expense provide all such plans documents books and
information as may reasonably be required. The Insurers shall not be bound
to reinstate exactly but only as circumstances permit and in a reasonably
sufficient manner and shall not in any case be bound to expend in respect
of any one of the items insured more than its sum insured
4 INSURERS RIGHTS FOLLOWING CLAIM
On the discovery of DAMAGE in respect of which a claim is made the Insurers
and any person authorised by the Insurers may without thereby incurring any
liability or diminishing any of the Insurers rights under this policy enter
the premises where such DAMAGE has occurred
No property may be abandoned to the Insurers
5 CONTRIBUTION AND AVERAGE
If at the time of discovery of any DAMAGE there is any other insurance
effected by or on behalf of the Insured covering any of the property
destroyed or damaged the liability of the Insurers hereunder shall be
limited to its rateable proportion of such DAMAGE
If any such other insurance shall be subject to any Average
(underinsurance) condition this policy if not already subject to any such
condition of Average shall be subject to Average in like manner
If any such other insurance is subject to any provision whereby it is
excluded from ranking concurrently with this policy either in whole or in
part or from contributing rateably the liability of the Insurers under this
policy shall be limited to that proportion of the DAMAGE which the sum
insured under this policy bears to the value of the property
6 SUBROGATION
Any claimant under this policy shall at the request and expense of the
Insurers take and permit to be taken all necessary steps for enforcing
rights against any other party in the name of the Insured before or after
any payment is made by the Insurers
7 ARBITRATION
If any difference arises as to the amount to be paid under this policy
(liability being otherwise admitted) such difference shall be referred to
an arbitrator to be appointed by the parties in accordance with statutory
provisions. Where any difference is by this condition to be referred to
arbitration the making of an award shall be a condition precedent to any
right of action against the Insurers
CLAUSES
1 RENT
Any insurance hereby on rent applies only if the said building or any part
thereof is unfit for occupation in consequence of DAMAGE and then the
amount payable shall not exceed such proportion of the sum insured on rent
as the period necessary for reinstatement bears to the term of rent insured
2 FEES
The insurance by Items Nos 1 to 4 includes an amount in respect of
Architect Surveyors' Legal and Consulting Engineers' Fees necessarily and
reasonably incurred in the reinstatement or repair of Property Insured
consequent upon its destruction or damage but not for preparing any claim,
it being understood that the amount payable under any item shall not exceed
in total its sum insured
3. REMOVAL OF DEBRIS
The insurance by Items Nos 1 to 4 extends to include costs and expenses
necessarily incurred by the Insured with the consent of the Insurers in
a removing debris
b dismantling and/or demolishing
c shoring up or propping
of the portion or portions of the Property Insured destroyed or damaged by
any peril hereby insured against
The liability of the Insurers under this memo and the policy in respect of
any item shall in no case exceed the sum insured thereby
The Insurers will not pay for any costs or expenses:
i incurred in removing debris except from the site of such property
destroyed or damaged and the area immediately adjacent to such site
ii arising from pollution or contamination of property not insured by
this policy
4 INDEXATION OF SUM INSURED AND DEDUCTIBLE
The sum insured by each of Item Nos 1, 2, 3, 4 and 5 of the Specification
and the amount(s) of the Deductible(s) will each be separately increased by
5% compound on each anniversary of the commencement of the period of
insurance. For the purpose of any loss settlement the sum insured as
adjusted in accordance with the foregoing provisions shall be regarded as
the sum insured at the time of the discovery of the DAMAGE
5 REINSTATEMENT (85% AVERAGE)
Subject to the following Special Conditions in the event of DAMAGE the
basis upon which the amount payable in respect of Items Nos 1 to 4 is to be
calculated shall be the reinstatement of the property destroyed or damaged
For the purpose "reinstatement" means
a the rebuilding or replacement of property destroyed which, provided
the liability of the Insurers is not increased, may be carried out
i in any manner suitable to the requirements of the Insured
ii upon another site
b the repair or restoration of property damaged
c the remedy of any defect to prevent DAMAGE
in any case to a condition equivalent to or substantially the same as but
not better or more extensive than its condition when new except as
necessary to remedy such defect
SPECIAL CONDITIONS
1 The liability of the Insurers for the repair or restoration of property
damaged in part only shall not exceed the amount which would have been
payable had such property been wholly destroyed
2 If at the time of reinstatement the sum representing 85% of the cost which
would have been incurred in reinstating the whole of the property covered
by any item subject to this memorandum exceeds its sum insured at the time
of the discovery of any DAMAGE, the liability of the Insurers shall not
exceed that proportion of the amount of the DAMAGE which the said sum
insured shall bear to the sum representing the total cost of reinstating
the whole of such property at that time
3 No payment beyond the amount which would have been made payable in the
absence of this memorandum shall be made
a unless reinstatement commences and proceeds without unreasonable delay
b until the cost of reinstatement shall have been actually incurred
c if the property insured at the time of its loss destruction or damage
shall be insured by any other insurance effected by or on behalf of
the Insured which is not upon the same basis of reinstatement
4 All the terms and conditions of the policy shall apply
a in respect of any claim payable under the provisions of this memo
except in so far as they are varied hereby
b where claims are payable as if this memo had not been incorporated
6 PUBLIC AUTHORITIES
Subject to the following Special Conditions the insurance by Items Nos 1 to
4 of this policy extends to include such additional cost of reinstatement
of the destroyed or damaged property thereby insured as may be incurred
solely by reason of the necessity to comply with Building or other
Regulations under or framed in pursuance of any Act of Parliament or with
Bye-Laws of any Public Authority excluding
a the cost incurred in complying with any of the aforesaid Regulations
or Bye-Laws:
i in respect of the discovery OF DAMAGE occurring prior to the
granting of this extension
ii in respect of loss destruction or damage not insured by the
policy
iii under which notice has been served upon the Insured prior to the
discovery of the DAMAGE
iv in respect of undamaged property or undamaged portions of
property other than foundations of that portion of the property
destroyed or damaged
b the additional cost that would have been required to make good the
property lost destroyed or damaged to a condition equal to its
condition when new had the necessity to comply with any of the
aforesaid Regulations or Bye-Laws not arisen
c the amount of any charge or assessment arising out of capital
appreciation which may be payable in respect of the property or by the
owner thereof by
SPECIAL CONDITIONS
1 The work of reinstatement must be commenced and carried out without
unreasonable delay after the discovery of the DAMAGE and may be carried out
upon another site (if the aforesaid Regulations or Bye-Laws so necessitate)
subject to the liability of the Insurers under this extension not being
thereby increased
2 If the liability of the Insurers under any item of the policy apart from
this extension shall be reduced by the application of any of the terms and
conditions of the policy then the liability of the Insurers under this
extension in respect of any such itern shall be reduced in like proportion
3 The total amount recoverable under any item of the policy shall not exceed
its sum insured
4 All the terms and conditions of the policy except in so far as they are
varied hereby shall apply as if they had been incorporated herein
5 Interim payments will be available following sectional completion of
reinstatement work.
GLANVILLE PROJECTS
Corinthian Court, 80 Milton Park Abingdon, Oxford OX14 4RY
Telephone: 01235 821010 Fax:01235 835492
e-mail: glanville_milt@compuserve.com
Our Ref: MS/AMB/GP706
13th October 1998
Milton Park Limited
Corinthian Court
80 Milton Park
Abingdon
Oxon OX14 4RY
FOR THE ATTENTION OF HUGH RICHARDS
Dear Hugh
86 - 88 MILTON PARK, ABINGDON
As discussed, please see the proposed roller shutter door details as follows:
o Dimension of 3985 mm x 3500 mm
o Heavy Duty
o Profile HR116 double-skinned
o Smooth Aluminium Finish
o Colour RAL 7032 'Pebble' (finish both sides in a tough top grade paint)
o Electrically operated
o 3 Phase supply
o ZAK System
o Safety edge
For further detailed specification, please see the manufacture's brochure.
Delivery/installation is eight weeks from finalised details being agreed and
order being placed.
If you require any further information please do not hesitate to contact me.
Yours sincerely
/s/Mark Sperring
- ---------------------
MARK SPERRING
CONSTRUCTION MANAGER
ESTATE REGULATIONS
These regulations are imposed by the Landlord and affect the whole of the
Estate
1. No open storage of materials or pallets shall be permitted on the
Premises.
2. All rubbish and waste materials shall be placed in proper receptacles in an
area designated by the Landlord and not be allowed to accumulate. No waste
materials shall be burnt within the Estate.
3. No smoke or fumes or noxious smells shall be emitted from the Premises so
as to cause in the opinion of the Landlord or its surveyors annoyance or
interference with the proper enjoyment of adjoining premises of the
Landlord or its tenants or of the premises adjoining or near the Estate.
4. The Tenant must not use industrial machinery engines and equipment so as to
cause excessive noise dust or nuisance. Any excess which in the opinion of
the Landlord's Surveyor is causing annoyance to adjoining tenants of the
Landlord or to the occupiers in the vicinity shall be abated immediately
upon notice.
5. No mechanically operated vehicles, cycles, hand trucks or trailers shall be
parked or left unattended outside areas properly reserved for such parking
or in such manner as to obstruct roadways into or on the Estate nor so as
to prevent ingress and egress of fire fighting equipment round the
curtilage of a building or buildings erected thereon and not to cause any
obstruction on any of the common parts of the Estate by parking vehicles or
leaving goods thereon.
6. The Tenant must secure all buildings comprised in the Premises by locking
all windows and doors therein for the purpose of ensuring proper security
and to reduce the risk of the spread of fire.
7. The Tenant must not load or off-load vehicles except within the curtilage
of the Premises.
8. The Tenant must not store inflammable materials, explosive substances or
liquids except in proper containers or receptacles properly labelled and
signed all in accordance with the regulations of all competent authorities
and to the satisfaction of the Landlord's insurers and in any event not
abutting any boundary fences or other adjoining property of the Landlord.
9. Any external lighting within the curtilage of the Premises is to be
maintained in good condition and fully operate during night time working
hours.
10. Traffic Regulations as shown by road signs must be observed including
parking and speed limits.
11. Care and consideration must be given to pedestrians and others using Estate
roads.
12. All vehicles on the Estate are at the owner's risk and the Landlord will
not be liable for damage or theft or any other hazard.
13. The Tenant shall at all times insofar as it lies within its power take all
such steps as are necessary to ensure that all vehicles (except private
cars and light vans with a carrying capacity of less than 15 cwt.) shall
when leaving the Estate (a) by the Potash Lane entrance under all
circumstances turn Southwards away from the village of Milton and (b) by
the Harwell Lane entrance under no circumstances tum northwards towards
the village of Sutton Courtenay. Such vehicles shall at no time travel
over any part of those sections of Potash Lane and Harwell Lane which
run between the two entrances to the Estate and the villages of Milton
and Sutton Courtenay respectively likewise the Tenant shall take all
such steps as are necessary to ensure that all such vehicles when
returning to the Estate shall under no circumstances travel over any
part of the above mentioned sections of Potash Lane and Harwell Lane.
14. Animals must be kept under proper control.
15. The playing of games is prohibited on the roadways and other areas and in
the interests of safety boating, swimming and paddling in the lakes is also
prohibited
16. The Tenant is to ensure that employees familiarise themselves with the
procedure in case of fire and the use of fire telephone and fire
appliances.
17. If any fire appliance or other safety equipment provided by the Landlord is
used or found to have been damaged this fact must be reported to the
Landlord's Security Officer at the Information Building.
18. All goods brought into the Estate area at the owner's risk.
19. Personnel must confine themselves to their own employer's premises and
areas of common use on the Estate.
20. No vehicle of any description shall be driven on or over any roads on the
Estate by any person who does not at the relevant time possess a valid
licence entitling him to drive that class of vehicle on a public highway.
[VERTEX LETTERHEAD]
November 2, 1998
MILTON PARK LIMITED
CORINTHIAN COURT
80 MILTON PARK
ABINGDON
OXFORDSHIRE
OX14 RY
Re: PROPOSED AGREEMENT FOR LEASE AND LEASE (THE "TRANSACTION DOCUMENTS")
BETWEEN MILTON PARK LIMITED (THE "LANDLORD"), VERTEX PHARMACEUTICALS
(EUROPE) LIMITED (THE "TENANT") AND VERTEX PHARMACEUTICALS
INCORPORATED (THE "COMPANY") FOR UNIT 88. THE FORUM MILTON PARK
ABINGDON OXFORDSHIRE (THE "PREMISES")
Dear Sirs:
The undersigned has acted as counsel to the Company in connection with its
guarantee of the obligations of Vertex Pharmaceuticals (Europe) Limited under
the Transaction Documents.
I have reviewed the Transaction Documents, the Restated Articles of
Organization of the Company and the By-Laws of the Company. I have also examined
such other documents and records and have performed such investigation as to
matters of fact and law as I have deemed necessary or appropriate for the
purpose of this opinion. With respect to certain matters of fact, I have relied
upon representations of the officers of the Company.
In my examination, I have assumed the genuineness of all signatures, the
authenticity of all documents submitted to me as originals, the conformity with
the original documents of all documents submitted to me as copies or facsimiles,
and the authenticity and completeness of the originals of such latter documents.
I have assumed the due authorization and execution by the Landlord and Tenant of
the Transaction Documents. I have assumed (without independent verification)
that the Landlord has full power and authority to enter into, execute and
deliver the Transaction Documents and perform its obligations thereunder and the
conditions thereof in accordance with their terms.
I am member of the bar of the Commonwealth of Massachusetts and I
express no opinion as to any matters insofar as any laws other than the laws
of the Commonwealth of Massachusetts may apply. This opinion is given subject
further to the qualification that enforcement of the Transaction Documents
may be affected by events or changes in the law of the Commonwealth of
Massachusetts occurring after the date of this opinion, and I disclaim any
obligation to advise you of any such events or changes in the law which might
affect any matters or opinions set forth herein.
Milton Park Limited
November 2, 1998
Page 2
Based upon the foregoing, and subject the qualifications and exceptions
herein contained, I am of the opinion that:
1. The Company is a corporation duly organized and existing, under the laws of
the Commonwealth of Massachusetts and has the corporate power to carry on
its business as it is now being conducted and to own its property and other
assets.
2. The Company has the corporate power and legal capacity to enter into,
execute and deliver the Transaction Documents and to perform all its
obligations under the Transaction Documents.
3. The execution and delivery of the Transaction Documents by the Company has
been duly authorized by all necessary corporate action of the Company.
4. Execution of the Transaction Documents by Richard H. Aldrich, Senior Vice
President and Chief Business Officer of the Company, on behalf of the
Company, will constitute and operate as due execution thereof.
5. When the Transaction Documents are duly executed and delivered by the
Company, they will be legally binding and enforceable against the Company
in the Commonwealth of Massachusetts in accordance with their terms,
subject to the qualifications in paragraph 14 below. The performance by the
Company of its obligations under the Transaction Documents will not result
in the creation or imposition of any lien, charge, security or encumbrance
upon any of its assets or properties under the law of the Commonwealth of
Massachusetts.
6. The execution, delivery of the Transaction Documents by the Company and
performance of the Company's obligations thereunder will not result in any
breach of or default under any provisions of Massachusetts law or under any
decree of any Massachusetts governmental authority, agency or court or, to
my actual knowledge, under any instrument or under any deed or contract to
which the Company is a party at the date hereof or which at the date hereof
binds any of the Company's property or other assets.
7. No taxes of the Commonwealth of Massachusetts are imposed by withholding or
otherwise on any payment which may become due from the Company under the
Transaction Documents.
8. Every consent, authorization, license or approval of, or registration with
or declaration to, any governmental or public bodies or authorities or
courts required by the Company in connection with the execution, delivery,
validity, admissibility in evidence or, subject to the qualifications set
forth in paragraph 14 below,
the enforceability of the Transaction Documents or the performance by the
Company of its obligations under the Transaction Documents including
(without limitation) all payments which may become due from the Company in
accordance with the provisions of the Transaction Documents have been
obtained or made and are in full force and effect.
Milton Park Limited
November 2, 1998
Page 3
9. Neither the Company, nor any of its assets, is entitled to immunity on the
grounds of sovereignty or otherwise from any legal action or proceeding.
10. It is not necessary to ensure the legality, validity, admissibility in
evidence or, subject to the qualifications set forth in paragraph 14 below,
enforceability of the Transaction Documents that it or any other instrument
be notarized, filed, recorded, registered or enrolled in any court, public
office or elsewhere in the Commonwealth of Massachusetts or that any stamp,
registration or similar tax or charge be paid in the Commonwealth of
Massachusetts on or in relation to the Transaction Documents.
11. The Company has the legal capacity to contract to be bound by the choice of
English law in the Transaction Documents and to submit irrevocably to the
jurisdiction of the English Courts under the terms of the Lease, and such a
choice of law and submission to jurisdiction and the irrevocable agreement
by the Company to accept service of process by leaving documents at the
registered office of the Tenant will be recognized as valid under the law
of the Commonwealth of Massachusetts.
12. Any final judgment against the Company for a sum of money or order for
specific performance of the Company's obligations under the Transaction
Documents issued by a court of the Commonwealth of Massachusetts will be
enforceable against the Company under the law of the Commonwealth of
Massachusetts, subject to the qualifications set forth in paragraph 14
below.
13. At the date of this letter, to my actual knowledge, without having made any
search or investigation of the records of any court, governmental agency or
other body, no litigation, arbitration or other legal proceedings have been
commenced before and no judgment or award has been given or made by any
court, tribunal or government agency involving the Company which would (if
adversely determined) be likely to have a materially adverse effect on the
Company's ability to observe and perform its obligations under the
Transaction Documents or which in any way disputes or calls into question
the power or authority of the Company to enter into and perform any such
obligations.
14. My opinions in paragraphs 5, 8, 10 and 12 with regard to the enforceability
of the Transaction Documents are subject to the qualifications that such
enforceability may be limited by (i) any applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance, moratorium or similar laws relating
to or affecting the rights or remedies of creditors generally which may be
in effect from time to time, (ii) general principles of equity (regardless
of whether considered in a proceeding in equity or at law) (iii) duties and
standards imposed on creditors and parties to contracts, from time to time,
including, without limitation, requirements of good faith, reasonableness,
fair dealing and diligence, and (iv) and by equitable principles of
general application (regardless of whether such equitable principles are
considered in an action at law or in equity), including concepts of
materiality, and by possible limitations on certain remedial provisions
contained therein. The aforesaid opinions as to enforceability of the
Transaction Documents are also subject to the qualification that certain
provisions contained in the Transaction Documents may not be enforceable,
but (subject to the limitations set forth in the
Milton Park Limited
November 2, 1998
Page 4
foregoing clauses (i) and (ii)) such unenforceability will not render the
Transaction Documents invalid as a whole or substantially interfere with
realization of the principal benefits provided thereby. Further, I express
no opinion as to the validity or enforceability of any provision in the
Transaction Documents (i) relating to the rights of the Landlord to
collect any payment which is in the nature of or could be construed to be a
penalty, (ii) that may be deemed or construed to waive any constitutional
or statutory right of the Company that may not lawfully be waived, (iii)
relating to submission by the Borrower to the jurisdiction of English
courts to the extent that a court has discretion to assume or decline such
jurisdiction, (iv) relating to the severability of any provision of the
Transaction Documents, (v) purporting to relieve parties of the
consequences of their own negligence or misconduct, or (vi) granting
indemnity to the extent that public policy considerations or court
decisions may limit the rights of Landlord to obtain indemnification.
This opinion is given solely in relation to the matters referred to herein
and for your benefit and for the benefit or your successors in title and assigns
to the Premises referred to in the Transaction Documents. It may not be quoted,
passed to or relied upon by any other person or for any other purpose.
Very truly yours,
/s/Sarah P. Cecil
-------------------
Sarah P. Cecil
Corporate Attorney
Vertex Pharmaceuticals (Europe) Milton Park Limited
Ltd Corinthian Court, 80 Milton Park
5 Cheapside Court Abingdon, Oxfordshire OX14 4RY
Buckhurst Road
Ascot Berks SL5 7RF
Telephone (01235)865555
Fax (01235) 865560
www.miltonpark.co.uk
Dear Sirs
4th November 1998
UNIT 88 MILTON PARK ABINGDON OXFORDSHIRE ("THE PROPERTY")
We are writing to approve in principle your proposed works at the Property as
set out on the attached specification and drawings. Our approval is in principle
only at this stage and final approval to your works will only be given by way of
our formal Licence for Alterations. The following terms must be complied with.
1. Prior to any work commencing at the Property, detailed plans and
specification of your final proposal for your works are supplied to us and
we have given our approval, which is not to be unreasonably withheld or
delayed, to such proposals.
2. Prior to any work commencing at the Property, a formal Licence for the
carrying out of the works is entered into by you and by Vertex
Pharmaceuticals Incorporated in such form as we shall reasonably require.
3. You will not commence the carrying out of the works. until you have
received all necessary planning and other necessary consents, and that all
works shall comply with building regulations and all other appropriate
regulations or codes of practice.
4. You will give prior notice to us of the date of commencement of your works.
5. If commenced the works shall be carried out to a professional standard with
good quality materials and to our reasonable satisfaction.
6. Any variation to the proposed works shall require our prior consent which
shall not be unreasonably withheld or delayed.
7. The work and all associated contractors vehicles, plant, materials and
personnel shall not interfere with or cause nuisance to any neighbouring
property or occupier.
8. Notwithstanding the provisions and without prejudice to the Agreement for
Lease and Lease due to be entered into between us, that any damage caused
to property owned by Milton Park Limited (including hard and soft
landscaping areas) in carrying out the works shall be made good as soon as
is practicable after such damage is caused.
9. Where practicable, all contractors vehicles, plant and materials shall be
located in the car park area to the north of the Property.
10. [????????] to be entered into between us.
11. That a full height (ground floor slab to underside of first floor concrete
plank) high density block wall (or similar) shall be built along the line
of the cladding panels and glazing panels in the area marked "Animal Cage
Room" on the plan attached, and adequately tied into the structure of the
Property so as to provide additional security against a break in to this
part of the Property.
Please acknowledge receipt of this letter by signing and returned the enclosed
duplicate.
Yours faithfully
/s/
- ---------------------------------
FOR AND ON BEHALF OF MILTON PARK LTD
- ---------------------------------
signed by Vertex Pharmaceuticals (Europe) Ltd in acceptance of the terms of this
letter.
[CHART]
[CHART]
GENERAL SPACE ALLOCATION (24,000 sf )
60-70% Laboratories
20-25% Offices
10-15% Other
LABORATORY REQUIREMENTS
CHEMISTRY LABORATORY (3000 sf)
100% outside fresh air system with no recirculation
72-80 lnft of bench space with reagent shelves above and base cabinets below
Bench tops to be made of epoxy resin or chemical resistant material
3-4 stainless steel sinks in each lab
Fume cupboards to be 2 m wide at face with face velocities of 75-100 lfpm
with sufficient make-up air systems to support this operation. 24 fume
cupboards total.
40 lnft of bench space along walls or other areas for HPLC's and similar
equipment
Central (house) nitrogen line on each hood and bench
Central (house) nitrogen line on each equipment bench
Compressed air to each module, with drops at equipment benches
Central vacuum to each bench/hood
Deionized water outlet at each sink
Electrical requirements: approx 240-260 amps per lab with 2 circuits/bench,
2 circuits/fume cupboard, 8 general circuits per room
Eye-wash safety shower combination unit
CHEMICAL & SOLVENT STORAGE ROOM (500 sf)
100% exhaust
Non-flammable chemicals to be stored via compatibility class in cabinets and
shelves
Localized extraction system for stored chemicals
Flammable chemicals to be stored in flammable storage cabinet that meet local
fire codes
THESE REQUIREMENT DESCRIPTIONS AND SPECIFICATIONS ARE PRELIMINARY AND NOT ALL
INCLUSIVE OF THE FINAL DESIGN SPECIFICATIONS TO BE INCLUDED IN VERTEX FIT-OUT
OF 88 MILTON PARK. THIS DOCUMENT IS INTENDED FOR CONCEPTUAL REVIEW AND
APPROVAL FROM MILTON PARK LIMITED IN ORDER FOR VERTEX TO OBTAIN APPROVAL TO
PROCEED WITH, GENERAL FIT-OUT PLAN OF 88 MILTON PARK.
BIOLOGY LABORATORY (3000 sf)
Air supply 70% exhaust/30% recirculated
120 lnft bench space (epoxy) per lab with reagent shelves above and
base cabinets below
1-2 chemical fume cupboards, galvanized ductwork. Fume hood 1-2m wide
at face with face velocity of 80-90 lf pm
Central (house) nitrogen line (high pressure) on each equipment bench
Deionized water outlet in each sink
Electrical requirements: 2 circuits/bench, 1 circuit/fume cupboard,
4-208/30/30a circuits, 6-8 general circuits throughout
3-4 stainless steel sinks
Eye wash safety shower combination unit
COMMON EQUIPMENT SPACE (2000 sf)
Up to 70% recirculated air
80 lnft bench space with base cabinets and reagent shelves
Special electrical requirements based on equipment
- 208 v 20 amp circuits
- 208 v 30 amp circuits
- 110 dedicated circuits (amperage varying from 20-60)
Emergency power outlets on each bank of outlets, if available
Approximately 30-35% of space for common equipment. Number of
outlets, emergency circuits, other needs to be determined. Equipment
includes freezers, refrigerators, centrifuges, shakers,
spectrophotometers, scintillation counters, gamma counters,
lyophilizers.
COLD ROOM (150 sf)
Approximate size 12' x 12'
1 or 2 walk-in cold rooms, prefabricated unit with condensers
independent of main building system.
+4(degree)C cold room
House Nitrogen hook-up (100PSI)
10 lnft of bench space
02 level alarm
THESE REQUIREMENT DESCRIPTIONS AND SPECIFICATIONS ARE PRELIMINARY AND NOT ALL
INCLUSIVE OF THE FINAL DESIGN SPECIFICATIONS TO BE INCLUDED IN VERTEX FIT-OUT
OF 88 MILTON PARK. THIS DOCUMENT IS INTENDED FOR CONCEPTUAL REVIEW AND
APPROVAL FROM MILTON PARK LIMITED IN ORDER FOR VERTEX TO OBTAIN APPROVAL TO
PROCEED WITH GENERAL FIT-OUT PLAN OF 88 MILTON PARK.
ANIMAL PHARMACOLOGY LAB (3000 sf)
ANIMAL ROOM
100% exhaust with humidity controlled to 45 to 58%
Climate controlled room to be maintained between 68%--72 (degree) F,
with failure alarm
Sheet vinyl flooring with coved edges, sealed on all ends for all
associated rooms.
Diurnal light cycle timer
Separate exhaust system, with emergency power, to provide 50 lfpm for
each animal housing unit, with loss of ventilation alarm
10-12 animal cage housing units with 100 cfm exhaust per unit (1800
cfm total)
Task lighting for benches to be used during dark cycles
Two surgery rooms to be physically isolated from main room with bench
top and sink with foot-controlled system. Counter to be 10-15
lnft.
Cage wash area to have stainless counter and sink, with small cage
washing machine.
Supply storage room (150 sf)
Deionized water to be made available for washer. Outlet at sink also.
Smaller "dirty animal cage room for isolation work, size as noted on
plans.
All areas to be in compliance with Home Office requirements
PHARMACOLOGY LAB
Similar in design and specification to Biology Lab
DARKROOM (200 sf)
Sheet vinyl flooring, sealed on ends
Spiral door 36" diameter, removable
110 dedicated circuit 20 amp
Developer hard piped to drain, with back flow preventer and chemical
recovery (Hg) unit
Wall to have pass-through for film developer
Safe-light for darkroom use
Stainless steel sink 3 foot, separate drain from developer
Safebin storage for films
12 lnft bench acid resistant, w/base cabinets and reagent shelves
Paint to be non-glare and dark to avoid light reflection.
Low bench (30"D x 4'W x 29"H ) for Land Camera (Polaroid MP-4)
RADIOISOTOPE LAB (400 sf)
Dedicated 100% exhaust fume cupboard (-1m) with charcoal filter unit
(75-90 lfpm)
Dedicated electrical outlets (20 amp circuit) for fume cupboard
Refrigerator and freezer (under counter) with emergency power
Emergency power for fume cupboard
20 lnft bench with stainless steel top
Three (3) foot stainless steel sink, w/deionized water
110 v 20 amp dedicated outlets
THESE REQUIREMENT DESCRIPTIONS AND SPECIFICATIONS ARE PRELIMINARY AND NOT ALL
INCLUSIVE OF THE FINAL DESIGN SPECIFICATIONS TO BE INCLUDED IN VERTEX FIT-OUT
OF 88 MILTON PARK. THIS DOCUMENT IS INTENDED FOR CONCEPTUAL REVIEW AND APPROVAL
FROM MILTON PARK LIMITED IN ORDER FOR VERTEX TO OBTAIN APPROVAL TO PROCEED WITH
GENERAL FIT-OUT PLAN OF 88 MILTON PARK.
SPECIALIZED INSTRUMENT ROOMS
NMR Suite
NMR Room/Suite specifications to be determined pending choice of
equipment and requirements for magnetic field.
PROTEIN NMR 400
Space requirements (25' x2O')
2-110 V dedicated outlet
208V/30/20 amp circuit
Nitrogen (high pressure 50-90 psi)
Vibration platform
12 foot ceiling clearance
COMPUTER MODELING
Standard office space, approx 500 sf, for graphics computers. Final
specifications TBD pending choice of equipment
CRYSTALLOGRAPHY LAB
Space requirements (500 sf)
Generator 208 V, 30 amp single phase
Rotating Anode 208 V, 50 amp three phase & 115 V, 15A, single phase
Cold water (40 psi)
Auxiliary space for chiller and pumps.
Reinforced floor 100-150 lbs/sf
Task lighting over each generator
Helium line (1/2" line)
House nitrogen line
Liquid nitrogen insulated lines from central bulk tank
THESE REQUIREMENT DESCRIPTIONS AND SPECIFICATIONS ARE PRELIMINARY AND NOT ALL
INCLUSIVE OF THE FINAL DESIGN SPECIFICATIONS TO BE INCLUDED IN VERTEX FIT-OUT
OF 88 MILTON PARK. THIS DOCUMENT IS INTENDED FOR CONCEPTUAL REVIEW AND APPROVAL
FROM MILTON PARK LIMITED IN ORDER FOR VERTEX TO OBTAIN APPROVAL TO PROCEED WITH
GENERAL FIT-OUT PLAN OF 88 MILTON PARK.
CENTRAL STORAGE AND SATELLITE STORAGE
CENTRAL STOCKROOM/STORAGE AREA
All general lab supplies and other small laboratory items
HAZARDOUS WASTE ROOM
Specifications and final contents to be determined
RADIOACTIVE WASTE STORAGE ROOM
Specifications to be determined per review of guidelines
CENTRAL GAS CYLINDERS STORAGE AREA
Gas cylinder racks
Centralized C02 gas manifold
BULK NITROGEN STORAGE AREA
400-600 gallon liquid nitrogen storage tank located in enclosed area
outside loading dock
THESE REQUIREMENT DESCRIPTIONS AND SPECIFICATIONS ARE PRELIMINARY AND NOT ALL
INCLUSIVE OF THE FINAL DESIGN SPECIFICATIONS TO BE INCLUDED IN VERTEX FIT-OUT
OF 88 MILTON PARK. THIS DOCUMENT IS INTENDED FOR CONCEPTUAL REVIEW AND APPROVAL
FROM MILTON PARK LIMITED IN ORDER FOR VERTEX TO OBTAIN APPROVAL TO PROCEED WITH
GENERAL FIT-OUT PLAN OF 88 MILTON PARK.
CENTRAL FACILITIES
MECHANICAL ROOM / PLANT SPACE
House vacuum delivered to all laboratories 22 to 28 in/Hg capacity, TBD
Deionized water system with regeneration tanks, etc. Capacity TBD
Outlets at all laboratory sinks, glasswash sinks, glass
washers, equipment room sinks, isotope room, darkroom, and
specialty equipment rooms where needed.
Central fire system
Electrical requirements (estimated) (19-28
watts/sf)
2-3 watts/sf in labs
1-2 watts/sf in offices
10-15 watts/sf for lab and lab support power. Could be higher
based on specialized equipment rooms requirements.
6-8 watts/sf for HVAC
Connected Load vs. Demand Load to be determined
Primary electrical supply upwards of 750-1000 kVA
Chillers for building air conditioning (size TBD)
Cooling towers as required
Distribution system for helium to crystallography and to analytical
laboratories
Distribution system for C02 to tissue culture/immunology laboratories
Connection to existing Bulk nitrogen tank for central nitrogen
distribution system to all laboratories.
Stand-by generator to be sized appropriately (possibly located near
new substation)
UPS for NMR and computer equipment, sized for 100 amps for 5 minutes
Air compressor size TBD
Hot water boilers
Hot water system, size TBD
Central building security system
Central telecommunications distribution room
THESE REQUIREMENT DESCRIPTIONS AND SPECIFICATIONS ARE PRELIMINARY AND NOT ALL
INCLUSIVE OF THE FINAL DESIGN SPECIFICATIONS TO BE INCLUDED IN VERTEX FIT-OUT
OF 88 MILTON PARK. THIS DOCUMENT IS INTENDED FOR CONCEPTUAL REVIEW AND APPROVAL
FROM MILTON PARK LIMITED IN ORDER FOR VERTEX TO OBTAIN APPROVAL TO PROCEED WITH
GENERAL FIT-OUT PLAN OF 88 MILTON PARK.
ADMINISTRATIVE OFFICES
Offices for administrative functions in Research and Business
Development
Administration support area to be open cubicle arrangement
File Storage Room
Copier Room
Telecommunications Room
Mail Room
Conference Rooms as space allows, throughout laboratory and offices
spaces
LABORATORY OFFICES AND WORK SPACES
R & D WORK SPACE
Staff Scientist space as offices where it can be accommodated
Multi-discipline partition area for remaining staff
General interaction areas throughout as allowed
GENERAL SPACE
LECTURE HALL (FIRST FLOOR OF OFFICE SPACE)
Capable of accommodating 50-80 people
Projection room as required
Room darkening system to eliminate window light as determined
LUNCH ROOM
Space with small kitchen for 20-30 people
No food service option, but small food prep area for employees
RECEPTION
Main entrance for employees and frequent visitors on ground floor
Reception located on first floor adjacent to core area
Main security entrance
EMPLOYEE ENTRANCE
Back of building near rear core
Card access or other secured access system
THESE REQUIREMENT DESCRIPTIONS AND SPECIFICATIONS ARE PRELIMINARY AND NOT ALL
INCLUSIVE OF THE FINAL DESIGN SPECIFICATIONS TO BE INCLUDED IN VERTEX FIT-OUT OF
88 MILTON PARK. THIS DOCUMENT IS INTENDED FOR CONCEPTUAL REVIEW AND APPROVAL
FROM MILTON PARK LIMITED IN ORDER FOR VERTEX TO OBTAIN APPROVAL TO PROCEED WITH
GENERAL FIT-OUT PLAN OF 88 MILTON PARK.
VALE OF WHITE HORSE
Planning & Engineering Department
BUILDING REGULATIONS
BUILDING ACT 1984 Building Regulation Number: 98/0010 l/OTHN1
NOTICE OF PASSING OF BUILDING PLANS
APPLICANT: MILTON PARK LTD
C/O GLANVILLE AND ASSOCIATES
CORINTHIAN COURT
80 MILTON PARK
ABINGDON OX14 4RY
PROPOSAL: ERECTION OF THREE NEW UNITS 86,87 AND 88
LOCATION: SITE OF
88 MILTON PARK
MILTON
ABINGDON
OXON
OX14 4RY
Plans were deposited with this Local Authority on the 24.03.1998 as in
accordance with the Building Regulation 1991 Regulation 11 (1) (b) under plan
reference number.
Notice is hereby given pursuant to the Building I Act 1984 Section 16 that the
said plans were passed on
Date: 11.09.1998 /s/
------------------------------------
Chief Planning & Engineering Officer
If the proposed work is not commenced within 3 years of the deposit of the
plans, the council may give notice that the said plans shall no longer have
effect, in accordance with the Building Act 1984 Section 32.
Notice is required of commencement and other appropriate stages of work.
This Notice is valid only for the purposes of the Building Regulations 1991
and does not constitute an approval for any other Statutory requirement
whatsoever.
Proposed work within the meaning of Town and Country Planning Acts for which
express planning permission is necessary, may not proceed until such permission
is obtained
NOTICE OF COMMENCE AND COMPLETION OF CERTAIN STAGES OF WORK
14.(1) A person who proposes to carry out building work shall not commence
that work unless. (a) he has given the local authority notice that he
intends to commence work; and (b) at least two days have elapsed since
the end of the day on which he gave the notice.
(2) A person carrying out building work shall not.
(a) cover up any excavation for a foundation, any damp-proof course or any
concrete or other material laid over a site; or
(b) cover up in any way drain or sewer to which these regulations apply,
unless he has given the local authority notice that he intends to
commence that work, and at least one day has elapsed since the end of
the day on which he gave the notice.
(3) A person who has laid, haunched or covered any drain or sewer in
respect of which part H of the schedule 1 (drainage and waste disposal)
imposes a requirement shall give notice to that effect to the local
authority not more than five days after the completion of the work.
(4) A person carrying out building work shall, not more than five days
after that work has been completed, give the local authority, notice to
that effect.
(5) Where a building is being erected, and that building (or any part of
it) is to be occupied before completion, the person carrying out that
work shall give the local authority at least five days notice before
the building or any part of it is occupied.
(6) Where a person fails to comply with paragraphs (1) to (3), he shall
comply within a reasonable time with any notice given by local
authority requiring him to cut into, lay open or pull down so much of
the work as prevents them from ascertaining whether these regulations
have been complied with.
(7) If the local authority have given notice specifying the manner in which
any work contravenes the requirements in these Regulations, a person
who has carried out any further work to secure compliance with these
regulations shall within a reasonable time after completion of such
further work give notice to the local authority of its completion.
(8) In this regulation "day" means any period of 24 hours commencing at
midnight and excludes any Saturday, Sunday, Bank holiday or public
holiday.
VALE OF WHITE HORSE
PLANNING & ENGINEERING DEPARTMENT
TOWN AND COUNTRY PLANNING ACT 1990
NOTICE OF PERMISSION
To: Lansdown Estates Group Ltd
c/o Granville Projects
80 Milton Park
Abingdon Oxon OX14 4RY
Application No: MIL/59/122
Proposal: Demolition of 88 Milton Park, and erection of proposed
B1/or B8 development.
Address: 88 Milton Park
Milton
Abingdon
Oxon
OX14 4RY
DATE OF DECISION: 14th April 1997
The Vale of White Horse District Council, in pursuance of powers under the
Above Act, hereby PERMIT the above development to be carried out in accordance
with the application and accompanying plans submitted by you, subject to
compliance with the conditions specified hereunder.
1. THE DEVELOPMENT TO WHICH THIS PERMISSION RELATES SHALL BE
BEGUN WITHIN A PERIOD OF FIVE YEARS FROM THE DATE OF THIS
PERMISSION.
2. THE DEVELOPMENT SHALL BE LANDSCAPED IN ACCORDANCE WITH A
SCHEME WHICH SHALL BE SUBMITTED TO AND APPROVED IN WRITING BY
THE DISTRICT PLANNING AUTHORITY BEFORE THE DEVELOPMENT
COMMENCES AND SHALL ENSURE:
a) THE RETENTION OF SELECTED EXISTING TREES AND SHRUBS ON
THE SITE;
b) THE PROTECTION OF THE SELECTED EXISTING TREES AND
SHRUBS ON THE SITE DURING THE DEVELOPMENT OF THE
SITE;
c) THE CARRYING OUT OF ANY EARTH MOVING OPERATIONS
CONCURRENTLY WITH THE CARRYING OUT OF THE BUILDING
AND OTHER WORKS;
d) COMPLETION OF THE SCHEME DURING THE PLANTING
SEASON NEXT FOLLOWING THE COMPLETION OF THE
BUILDING(S), OR SUCH OTHER DATE AS MAY BE
AGREED IN WRITING WITH THE DISTRICT PLANNING
AUTHORITY;
[GRAPHIC OMITTED]
E) THE MAINTENANCE OF THE LANDSCAPED AREAS FOR
A PERIOD OF FIVE YEARS OR UNTIL ESTABLISHED,
WHICHEVER MAY BE LONGER. ANY TREES OR SHRUBS
REMOVED, OR WHICH IN THE OPINION OF THE
DISTRICT PLANNING AUTHORITY, ARE DYING,
BEING SEVERELY DAMAGED OR BECOMING
SERIOUSLY DISEASED WITHIN FIVE YEARS OF
PLANTING, SHALL BE REPLACED BY TREES OR
SHRUBS OF SIMILAR SIZE AND SPECIES TO THOSE
ORIGINALLY REQUIRED TO BE PLANTED.
3. PRIOR TO THE FIRST USE OF ANY BUILDING, THE CAR PARKING AREA
SHOWN ON THE APPROVED PLAN REFERENCE (406/002E) SHALL BE
CONSTRUCTED, DRAINED, LAID AND MARKED OUT IN ACCORDANCE WITH
THE SPECIFICATION OF OXFORDSHIRE COUNTY COUNCIL FOR SUCH
WORKS. THEREAFTER THE AREA SHALL BE KEPT PERMANENTLY FREE
OF ANY OBSTRUCTION TO SUCH USE.
The reasons for the Council's decision to grant permission for
the development subject to compliance with the conditions
hereinbefore specified are:
1. TO COMPLY WITH THE REQUIREMENTS OF SECTION 91 OF THE TOWN &
COUNTRY PLANNING ACT, 1990.
2. TO ENSURE THE IMPLEMENTS OF A SATISFACTORY SCHEME OF
LANDSCAPING WHICH WILL IN DUE COURSE IMPROVE THE ENVIRONMENTAL
QUALITY OF THE DEVELOPMENT AND SOFTEN ITS IMPACT ON THE AREA.
3. IN THE INTEREST OF HIGHWAY SAFETY
/S/
------------------------------------------
Chief Planning and Engineering officer
[GRAPHIC OMMITTED]
MILTON PARK SUMMARY OF INSURANCE
GUARDIAN POLICY 5OU009645
PERIOD 1.10.98 TO 30.9.99
GENERAL NOTE
The policy operates following insured damage to "buildings" where
responsibility for repair/reinstatement rests solely with Milton Park Limited
INSURED
Milton Park Limited
PROPERTY INSURED
BUILDINGS, INCLUDING:
-Landlords Fixtures and Fittings
-Small outside buildings extensions annexes gangways loading bays
service area yards car parks roads pavements walls gates fences street
furniture and landscaping
-Professional Fees
-Debris removal costs
-Services - mains, cabling drains etc, and accessories, extending to the
perimeter of the premises or to the public mains
-Metered water
LOSS RENT - 3 YEARS, INCLUDING:
-Rent Receivable
-Monies payable for accommodation and services
-Automatic cover for rent increases during insurance year
INSURED DAMAGE
Fire
Lightning
Explosion
Aircraft
Riot & Civil Commotion
Malicious Damage
Earthquake or Subterranean Fire
Storm, Tempest or Flood, EXCLUDING
damage by frost
damage to fences, gates and moveable property in the open
Burst Pipes
Impact
Sprinkler Installation Leakage
Theft (other than normally insurable under tenants policies)
Subsidence, landslip or heave, EXCLUDING
normal settlement or bedding down of new structures
settlement or movement of made-up ground
coastal or river erosion
damage occurring, whilst the property is in course of erection
or undergoing demolition,structural alteration or repair
damage attributable solely to change in water table level
Accidental Damage, EXCLUDING
breakage of plate glass in shop fronts
faulty or defective design materials
inherent vice or latent defect
gradual deterioration or wear and tear
faulty or defective workmanship
corrosion, rust wet rot, dry rot, vermin, diseases, marring
or scratching joint leakage or failure of welds
cracking, fracturing collapse or overheating of boilers
economisers and similar plant
mechanical or electrical breakdown or derangement
pollution or contamination
disappearance or unexplained loss
collapse or cracking
Terrorism
Limited cover (pound)100,000 available under Sun Alliance
policy.
Full cover placed with Pool Reinsurance Co. Limited at an
additional premium
POLICY EXCESS (Buildings cover only)
1. Malicious Damage, Storm, Tempest, Flood, Burst Pipes,
Accidental Damage (pound)100
2. Vacant Properties - Damage as in 2 and Theft (pound)250
3. Impact by vehicles owned by or under control
of insured (pound)100
4. All other Damage NIL
MAIN POLICY CLAUSES
Average - requirement to insure for full value
Reinstatement - basis of cover is cost of reinstating
damage
Day One Basis - reinstatement cost of buildings assessed at
each annual renewal of policy ("Declared
Value")--policy sum insured extends to 150%
of Declared Value to cover inflation
Non-Invalidation - policy cover not prejudiced by increase in
risk occurring without authority or
knowledge of Insured (i.e. tenants actions)
Other Interests - automatically noted (where required)
Public Authorities - additional cost of reinstatement included to
comply with building regulations
Workmen - policy not prejudiced by routine works
being carried out to buildings
Unoccupancy - Insurer requires notice of a building being
unoccupied for more than three months
(satisfied by quarterly declaration to
insurer)
Subrogation Waiver - Insurer agrees to waive these rights
against legitimate occupier
Extinguishment Expenses - costs legitimately incurred in fire
fighting (e.g. recharging fire
extinguishers)
Theft of Keys - expenses incurred to replace locks etc.
Prevention Of Access
(Rent Cover) - Interruption of use following Damage at
nearby property
General Exclusions - Nuclear risk, Sonic Bank, War
MILTON PARK,LIMITED
INSURANCE 1.10.98 TO 30.9.99
TENANT Vertex Pharmaceuticals (Europe) Limited
PROPERTY MILTON PARK - UNIT 88
INSURER Guardian Insurance Ltd.
POLICY NO. 917F632007
SCOPE OF COVER Commercial "All Risks"
(Physical Loss or Damage)
POLICY EXCESSES Fire, Aircraft, Explosion, Earthquake,
Riot & Civil Commotion, Impact and Terrorism Nil Excess
Subsidence, Landslip or Heave (pound)1,000 Excess
All Other Losses (e.g. Malicious Damage,
Storm, Flood and Burst Pipes) (pound)100 Excess
RENEWAL DATE 30th September 1999
INSURED VALUE Building - (pound)TBA
Loss Rent -(pound)300,000 p.a. (Period Covered - 3 years)
The building value represents the cost of rebuilding as at 1st October 1997 and
is inclusive of professional fees and site clearance costs. The policy cover is
placed with the benefit of the Day One Basis inflation protection scheme
providing for increased building costs that may be encountered during a period
of reinstatement.
PREMIUM RATE Inclusive of (pound) TBA Terrorism deposit
Insurance Premium Tax at the current rate is included
PREMIUM (pound) TBA
NB: In the event of an incident occurring which may give rise to a claim under
these insurance arrangements it is imperative that immediate notification be
made by telephone to the Estate Office on 01235 865555. Full written details of
the incident together with repair estimates should follow as soon as
practicable thereafter.
Arlington Business Park Tel+44 (0) 1734 642000
Theale Fax+44 (0) 1734 642287
Reading, RG7 4SD DX 4053 Reading 1
United Kingdom
The Directors
Lansdown Estates Group Limited
Corinthian Court
80 Milton Park
Abingdon
OXON
OX 14 4RY
15 November 1996
Dear Sirs
ACCOUNTANTS REPORT TO LANSDOWN ESTATES GROUP LIMITED (THE COMPANY) ON THE
STATEMENT OF SERVICE CHARGES FOR MILTON PARK, ABINGDON
In accordance with the terms of engagement with the company in respect of the
above named property, we have examined the attached Statement of Service
Charges prepared by the company for the year ended 30 September 1996. In our
opinion, the Statement is in agreement with the books and records in respect of
the above named property maintained by the company.
Yours faithfully
KPMG
CHARTERED ACCOUNTANTS
LANSDOWN ESTATES GROUP LTD
EXPENDITURE RELATING TO TENANTS' SERVICES
FOR THE YEAR ENDED 30 SEPTEMBER 1996
Financed from Monies Financed from the Total Expenditures
collected in the year the Sinking Fund
(pound) (pound) (pound)
Estate Road 197,382 22,573 219,955
Drainage 139,776 39,465 179,241
Electrical 83,840 7,160 91,000
Landscaping 105,815 24,489 130,304
Telecom - Ducting 2,965 2,965
Security 50,770 47,737 98,507
Estate Staff 94,727 94,727
Estate Premises - Rent and Rates 10,949 10,949
Estate Premises - Office Costs 18,589 18,589
Estate Vehicles and Equipment - Running Costs 1,143 1,143
Estate Vehicles and Equipment - Depreciation 11,033 11,033
Insurance 16,896 16,896
-------- ------- ------
733,885 141,424 875,309
Management Fee 73,388 73,388
--------- -------- -------
807,273 141,424 948,697
--------- --------- -------
--------- --------- -------
Accounting Policy
The above record of expenditure is derived from the accounting records of the
company and the expenditure is allocated in accordance with the accruals
concept as required by standard accounting practice.
LANDSDOWN ESTATES GROUP LIMITED
EXPENDITURE RELATING TO TENANTS' SERVICES
FOR THE YEAR ENDED 30 SEPTEMBER 1995
(pound)
(1) Estate Road 190,438
(2) Drainage 166,466
(3) Electrical 82,969
(4) Landscaping 136,912
(5) Telecom-Ducting 2,965
(6) Security 85,396
(7) Estate Staff 99,449
(8) Estate Premises - Rent and Rates 11,691
(9) Estate Premises - Office Costs 33,516
(10) Estate Vehicles and Equipment - Running Cost 1,826
(11) Estate Vehicles and Equipment - Depreciation 12,123
(12) INSURANCE 25,328
-------
849,079
MANAGEMENT FEE 84,907
TOTAL 933,986
ACCOUNTING POLICY
The above record of expenditure is derived from the accounting records of the
company and the expenditure is allocated in accordance with the accruals concept
as required by standard accounting practice.
Arlington Business Park Tel+44 (0) 118 964 2000
Theale Fax+44 (0) 118 964 2222
Reading, RG7 4SO DX 4053 Reading 1
United Kingdom
The Directors
Lansdown Estates Group Limited
Corinthian Court
80 Milton Park
Abingdon
Oxon OX14 4RY
21 November 1997
Dear Sirs
ACCOUNTANTS REPORT TO LANSDOWN ESTATES GROUP LIMITED (THE COMPANY) ON THE
STATEMENT OF SERVICE CHARGES FOR MILTON PARK, ABINGDON
In accordance with our terms of engagement with the company in respect of the
above named property, we have examined the attached Statement of Service
Charges prepared by the company for the year ended 30 September 1997. In our
opinion, the Statement is in agreement with the books and records in respect of
the above named property maintained by the company.
Yours faithfully
KPMG
LANSDOWN ESTATES GROUP LTD
EXPENDITURE RELATING TO TENANTS' SERVICES
FOR THE YEAR ENDED 30 SEPTEMBER 1997
Financed from the Monies Financed from the Total Expenditure
collected in the year Sinking Fund
pound) (pound) (pound)
Estate Road 187.774 44.828 232.602
Drainage 148.225 9.125 157.350
Electrical 83.272 83,272
Landscaping 114.891 28.984 143.875
Telecom - Ducting 2.964 2,964
Security 55.809 18.327 74.136
Estate Staff 83.652 83.652
Estate Premises - Rent and Rates 9.960 9.960
Estate Premises - Office Costs 17.137 17.137
Estate Vehicles and
Equipment - Running Costs 1.809 1.809
Estate Vehicles and Equipment
- Depreciation 5.586 5.586
Insurance 7.738 7.738
--------- --------- -------
718.817 101.264 820,081
Management Fee 71.881 71.881
--------- --------- -------
790.698 1 101.264 891.962
--------- --------- -------
--------- --------- -------
ACCOUNTING POLICY
The above record of expenditure is derived from the accounting records of the
company and the expenditures allocated in accordance with the accruals concept
as required by standard accounting practice.
Exhibit 3
DATED 1998
MILTON PARK LIMITED (1)
and
VERTEX PHARMACEUTICALS (EUROPE) LIMITED (2)
and
VERTEX PHARMACEUTICALS INCORPORATED (3)
LEASE
of
88 Milton Park Abingdon
Oxfordshire
THIS LEASE is made on the Lease Date BETWEEN (1) the Landlord (2) the Tenant and
(3) the Guarantor
PARTICULARS DEFINITIONS AND INTERPRETATION
PARTICULARS
A. "Lease Date" is 1998
B. "Landlord" is MILTON PARK LIMITED whose registered office is at Nations
House 103 Wiginore Street London W1H 9AB (Company Registration Number
1772924)
C. "Tenant"is VERTEX PHARMACEUTICALS (EUROPE) LIMITED whose registered
office is at 5 Cheapside Court Buckhurst Road Ascot Berkshire SL5 1RF
(Company Registration Number 2907620)
D. "Guarantor" is VERTEX PHARMACEUTICALS INCORPORATED of 130 Waverly
Street Cambridge Massachussets, USA
E. "Premises" are more particularly described in Part 1 of the schedule to
this Lease and shortly known as 88 Milton Park Abingdon Oxfordshire
F. "Centre" means that part of the Estate to be known as the Forum
comprising buildings 86/88 Milton Park shown edged green on Plan 1
G. "Estate" is the Landlord's estate of which the Premises form part known
as Milton Park Abingdon Oxfordshire shown verged red on Plan 2 together
with such additional land or excluding such land of lesser area (but
including the Premises and the land over which it enjoys rights granted
by this Lease) as the Landlord may from time to time specify and
together with all buildings fixtures or structures whatsoever from time
to time thereon
H "Rent Commencement Date" is 1998
I. "Term Date" is the usual quarter day next before the Lease Date
J. "Term " is 15 years calculated from the Term Date
K. "Principal Rent" for the period commencing on the Rent Commencement
Date and ending immediately before the first Review Date is Three
hundred thousand pounds ((pound)300,000.00) per annum and for the
period commencing on the first Review Date and thereafter until the
next following Review Date is the Review Rent per annum fixed in
accordance with clause 6
L. "Permitted Use" is use within Class B1 or Class B8 of the Schedule to
the Town and Country Planning (Use, Classes) Order 1987
M. "Estate Service Rent" is the fair and proper proportion applicable to
the Premises from time to time of the Estate Service Expenditure for
any relevant Service Period
1
N. "'Centre Service Rent" is the fair and proper proportion applicable to
the Premises from time to time of the Centre Services Expenditure for
any relevant Service Period
0. "Provisional Sum" in relation to each Service Period means an amount
calculated by the Landlord's managing agents acting as experts and not
arbitrators as their reasonable and proper estimate of the likely
Estate Service Rent and Centre Service Rent for the relevant Service
Period
P. "Regulations" are the regulations made by the Landlord in its
reasonable and proper discretion applicable to the Estate a copy of
which in their form current at the date of this Lease has been given to
the Tenant
Q. "Reversionary Obligations" are the covenants declarations and other
matters affecting the Premises contained or referred to in the
Landlord's freehold reversionary title number BK 102078 as at 20th
August 1998
R. "Agreement for Lease" means the Agreement dated 1998 between
the Landlord (1) the Tenant (2) and the Guarantor (3) pursuant to
which this Lease is granted
S "Defects Period" means the period of the term terminating on
DEFINITIONS AND INTERPRETATION
1. The following expressions and those contained in the particulars have
the meanings specified
(a) "Adjoining Premises" means any land or buildings adjoining or
near to the Premises and comprised in the Estate
(b) "Conduits" means pipes sewers drains mains ducts and all other
conducting media and ancillary equipment
(c) "Centre Services" means the provision and carrying out by or
on behalf of the Landlord of the services set out in Section A
of Part IV of the Schedule hereto
(d) "Centre Services Expenditure" means all expenditure reasonably
incurred by the Landlord or which the Landlord anticipates is
likely reasonably to be incurred in providing all or any of
the Centre Services and the matters specified in Section B of
Part IV of the Schedule including the reasonable and proper
cost of employing managing agents (whether or not the
Landlord's or employers) and caretakers in relation to the
Centre but excluding any expenditure on any part of the Centre
for which any other tenant shall be responsible and exclusing
also any costs of recovering outstanding sums from any tenant
(e) "Enactment" means any Act of Parliament and all subordinate
legislation made under such Acts
(f) "Estate Services" means the provision and carrying out by or
on behalf of the Landlord of the Services set out in Section A
of Part V of the Schedule hereto
2
(g) "Estate Service Expenditure" means all expepditure reasonably
incurred by the Landlord or which the Landlord anticipates is
likely reasonably to be incurred in providing all or any of
the Estate Services and the matters specified in Section B of
Part V of the Schedule including the reasonable and proper
cost of employing managing agents (whether or not the
Landlord's own employees) and caretakers in relation to the
Estate but excluding any expenditure on any part of the Estate
for which any other tenant shall be responsible and excluding
also any costs of recovering outstanding sums from any tenant
(h) "Ineligible Use for Value Added Tax Purposes" means a use by
the Tenant of the Premises which has the effect that a supply
of the Premises by the Landlord to the Tenant is not a taxable
supply notwithstanding that the Landlord may have made an
election to waive the exemption from Value Added Tax pursuant
to Schedule 10 to the Value Added Tax Act 1994
(i) "Value Added Tax" means Value Added Tax or any similar tax
chargeable instead of or in addition thereto as provided by
statute
(j) "Insurers" means the insurance office or underwriters with
whom the Premises are insured
(k) "Insured Risks" means:
(i) loss damage or destruction whether total or partial
caused by fire lightning explosion aircraft and
articles dropped therefrom storm flood burst pipes
impact riot civil commotion malicious damage and
other perils against which the Landlord from time to
time reasonably thinks fit to insure except for such
exclusions and limitations as may be imposed by the
Insurers
(ii) property owners liability; and
(iii) loss of three years Principal Rent Estate Service
Rent and Service Centre Rent
(l) "Insurance Rent" means in respect of any period for which the
same is required to be calculated an amount equal to the
aggregate of the total premium for insuring the Premises and a
fair and proper proportion of the cost of insuring the common
parts of the Centre against the Insured Risks and the
reasonable and proper cost of an annual insurance valuation of
the Premises where carried out
(m) "Interest" means interest during the period from the date on
which the relevant payment is due to the date of payment (both
before and after any judgement) calculated on a daily basis at
the rate of four per centurn (4%) per annurn above the base
rate for the time being of Barclays Bank plc or of some other
UK clearing bank nominated in writing from time to time by the
Landlord
(n) "Plan 1" and "Plan 2" means the plans so numbered and annexed
to this Lease
3
(o) "Public Authority" means the Secretary of State and any
government department public local or any other competent
authority oT-institution and any court of law or any of them
or any of their duly authorised officers
(p) "Review Date" means the day of and every fifth
anniversary of that date during the Term
(q) "Current Rent" means the Principal Rent payable under this
Lease immediately before the Review Date
(r) "Market Rent" means the yearly rent which might reasonably be
expected to be payable on a letting of the Premises on the
assumption that the same is fit for its intended use and is as
described in Part VI of the Schedule hereto at the Review Date
in the open market between willing parties with vacant
possession without fine or premium for the Term calculated
from the Review Date but otherwise on the terms of this Lease
(other than the actual amount of Principal Rent but including
the same rent review provisions) on the assumptions that all
covenants on the part of the Tenant in it have been complied
with that the Tenant and any hypothetical lessee and their
successors in title is and will remain registered for Value
Added Tax purposes and able fully to recover all or any Value
Added Tax which may become payable on supplies made by the
Landlord under this Lease and that any rent free or rent
concessionary period in each case given or allowed for a
tenant's fitting out period has expired and disregarding any
effect on rent of the fact that the Tenant or any undertenant
has been in occupation of the Premises or any part of them any
goodwill attached to the Premises by reason of the business
then carried on at them by the Tenant or any undertenant and
any effect on rent attributable to the existence of any
alteration or improvement to the Premises carried out during
or prior to the commencement of the Term by the Tenant or any
undertenant or their respective predecessors in title
(otherwise than pursuant to an obligation to the Landlord or
its predecessors in title excepting any such as may be
required in order to comply with any Enactment)
(s) "Review Rent" means the higher of the Current Rent and 74 per
cent of the Market Rent
(t) "Surveyor" means an independent chartered surveyor having not
less than ten years practice in the United Kingdom next before
the date of his appointment and recent substantial experience
in the sale letting and valuation of premises of similar
character and quality to those of the Premises and who is a
partner or director of a leading firm or company of chartere d
surveyors having specialist market and valuation knowledge of
such premises
(2) Singular words include the plural and vice versa and the
masculine gender includes the neuter gender and vice versa and
each includes the feminine gender
(3) The expressions "Landlord" "Tenant" and "the Guarantor"
wherever the context so admits include their respective
successors in title and where two or more persons comprise the
"Tenant" or "the Guarantor" such persons covenant with the
Landlord jointly and severally
4
(4) The Landlord and/or the Tenant by covenanting not to do or omit any act
or thing also covenants not to permit or suffer it to be done or
omitted
(5) References in this Lease to:
(a) any consent licence or approval of the Landlord or words to
similar effect mean a consent licence or other approval in
writing signed by or on behalf of the Landlord
(b) the Premises (except in clause 3(10)) shall be construed as
extending to any part of the Premises
(c) a specific Enactment includes every statutory modification
consolidation and re-enactment and statutory extension of it
for the time being in force (except any reference to the Town
and Country Planning (Use Classes)Order 1987)
(d) any rent (whether or not defined in the Particulars or in
clause 1(1)) and other amounts which may be or become payable
to the Landlord under this Lease are exclusive of all Value
Added Tax which may be or become chargeable on the relevant
supply by the Landlord
(6) This Lease shall be governed by and construed in all respects in
accordance with the law of England and the Tenant and the Guarantor
submit to the non-exclusive jurisdiction of the English Courts and
agree that any process may be served on them by leaving a copy of the
relevant documents at the registered office of the Tenant
DEMISE AND RENTS
2. The Landlord with full title guarantee DEMISES the Premises to the
Tenant for the Term TOGETHER WITH the rights set out in Part III of the
Schedule and EXCEPT and RESERVED as provided in Part II of the Schedule
YIELDING and PAYING:
(1) FIRST yearly and proportionately for any part of a year the
Principal Rent payable by equal quarterly payments in advance
on the usual quarter days in each year without deduction the
first payment or a proportionate part for the period
commencing on the Rent Commencement Date (calculated on an
annual basis) to be made on the that date
(2) SECONDLY with effect from the day of as additional
yearly rent the Estate Service Rent (including the Provisional
Sum on account)payable in accordance with clause 7
(3) THIRDLY with effect from the day of as additional
yearly rent the Centre Service Rent (including the Provisional
Sum on account)payable in accordance with clause 7
(4) FOURTHLY as additional rent Interest payable on demand on any
sum of whatsoever nature due from the Tenant to the Landlord
(whether as rent or
5
otherwise) which shall not be received by the Landlord within
fourteen days after the sum is due
(5) FIFTHLY with effect from the day of as additional
yearly rent the Insurance Rent payable without deduction
within 21 days of demand
(6) SIXTHLY any Value Added Tax from time to time payable by the
Tenant under this Lease
TENANT'S COVENANTS
3. The Tenant covenants with the Landlord throughout the Term:
PAYMENT OF RENTS
(1) (a) To pay the rents reserved by this Lease on the days and in the
manner set out in clause 2
(b) To pay in addition to the rents and other amounts which may be
or become payable by the Tenant to the Landlord under this
Lease all Value Added Tax which may be or become chargeable on
the relevant supply by the Landlord to the Tenant (subject to
receipt of an appropriate Value Added Tax invoice)
PAYMENT OF OUTGOINGS
(2) To pay all existing and future rates taxes duties charges and other
outgoings whatsoever whether recurring non-recurring usual or novel
which are now or at any time during the Term shall be payable by the
owner landlord tenant or occupier in respect of the Premises excluding
all sums payable by the Landlord in respect of the grant of this Lease
or of any dealing with the reversion to this Lease or of the Landlord's
receipt of income
PAYMENT OF COST OF NOTICES CONSENTS ETC
(3) To pay all costs charges and expenses (including counsel's solicitors'
and surveyors' fees)incurred by the Landlord in and incidental to:
(a) the preparation and service of a notice under Section 146 Law
of Property Act 1925 or in or in reasonable contemplation of
any proceedings under Section 146 or 147 of that Act
notwithstanding that forfeiture is avoided otherwise than by
relief granted by the court and
(b) every step taken during or within 6 months after the
expiration of the Term and in reasonable contemplation of or
in connection with or with the actual service of all notices
and schedules of dilapidations relating to the Tenant's
obligations and
(c) to the extent that such costs charges and expenses are
reasonable and proper every application for consent or licence
or approval under this Lease (save where any consent licence
or approval is unreasonably withheld or delayed)
6
REPAIR DECORATION AND GENERAL CONDITION
(4) To repair and renew (where necessary in the context of repair) and keep
the Premises in good and substantial repair and condition and clean and
tidy and in good decorative order in conformity with the principles of
good estate management (damage by any Insured Risk excepted save to the
extent that the payment of the insurance money has been refused by
reason of any act or default of the Tenant or of any undertenant or of
any licensee of the Tenant or any undertenant or of any person at the
Premises with the consent of the Tenant or any undertenant) Provided
that the obligations of the Tenant as to the repair of the Premises
shall not extend to any matter for which the Landlord is responsible
under Clause 4(4)
STRUCTURAL AND OTHER ALTERATIONS AND SIGNS
(5) (a) Not to erect any new buildings or structures on the Premises
(b) Not to make any alteration or addition to the Premises or any
part thereof except with the Landlord's prior written consent
(which will not be unreasonably withheld or delayed) and (if
the consent is given) to carry the work out in a good and
workmanlike manner to the reasonable satisfaction of the
Landlord and in accordance with the reasonable requirements of
the Landlord Provided that the Tenant may install alter or
remove internal demountable partitioning and carry out any
other internal non-structural works without requiring the
consent of the Landlord provided details of such internal
non-structural works are provided to the Landlord within 3
months of carrying out the same
(c) Not to attach or exhibit in or on the Premises (including the
windows) any sign or other material which is visible from the
outside nor to erect its corporate sign on the -signboard
provided by the Landlord without the Landlord's consent (such
consent not to be unreasonably withheld or delayed)
(d) At the expiration of the Term (unless either the Landlord
shall have notified the Tenant to the contrary not less than
three months before the expiration of the Term or the Landlord
and the Tenant shall have otherwise agreed) to reinstate all
alterations carried out by the Tenant and any undertenant or
other occupier during the Term and to make good the Premises
to the reasonable satisfaction of the Landlord
COMPLIANCE WITH ENACTMENTS
(6) (a) To comply with all Enactments and with the requirements of
every Public Authority in respect of the Premises and their
use and any permitted work being carried out to them and not
to do or omit anything by which the Landlord may become liable
to make any payment to do anything under any Enactment or
requirement of a Public Authority
(b) Forthwith on receipt of any communication or proposal from any
Public Authority relating to the Premises to send the Landlord
a copy of it
7
LANDLORD'S RIGHT TO ENTER FOR VARIOUS PURPOSES
(7) To permit the Landlord and all others properly authorised by it at
reasonable times on reasonable prior notice (except in an emergency) to
enter and remain on the Premises with or without equipment for all
reasonable and proper purposes authorised by and in conformity with the
provisions of the Lease and to allow the Landlord to affix (but not so
as to interfere materially with the Tenant's use and enjoyment of the
Premises) relevant notices to the Premises relating to the letting of
the Premises at the expiry of the Term and the sale of the Landlord's
reversionary interest in the Premises
COMPLIANCE WITH NOTICES RELATING TO REPAIR AND CONDITION
(8) IF within two months after service of a notice from the Landlord to
remedy any breach of covenant relating to the state of repair or
condition of the Premises (or earlier in the case of emergency) the
Tenant shall not have commenced and be proceeding expeditiously with
the remedial work or if in the Landlord's reasonable opinion the Tenant
is unlikely to have completed or has not completed the relevant work
within a reasonable time after service of the notice to permit the
Landlord to enter the Premises to remedy the breach and to pay the
Landlord the cost of doing so and all expenses incurred (including
solicitors costs and surveyors fees) within seven days of demand use
(9) (a) Subject to the provisions of sub-clause (b) hereof not to use
the Premises or any tenant's chattels in them
(i) for any purpose (and not to do anything in or to the
Premises) which may be or become or cause a nuisance
disturbance obstruction or damage to any person or
property
(ii) for any dangerous noxious noisy illegal or offensive
trade business or activity or for residential
purposes
(iii) (without prejudice to the preceding paragraphs of
this sub-clause) except for the Permitted Use
(b) Not to use more than 300 sq m of the Premises for the purposes
of conducting scientific experiments on live animals ("the
Experiments") provided that such use shall be subject to the
Tenant strictly complying with the following conditions:
(i) it shall before commencing the Experiments obtain all
necessary consents and shall in the course of the
Experiments comply with all relevant Enactments and
regulations
(ii) it shall not publicise or promote (whether orally or
in writing) the fact that the Experiments are
conducted at the Premises
(iii) subject to the Landlord's prior written approval
(such approval not to be unreasonably withheld or
delayed) it shall make suitable provision in relation
to the protection of the animals personnel and the
Premises
8
(iv) it shall limit the Experiments conducted in the
Premises to those related to medical research
(v) it shall only use mice and rats in the Experiments
(vi) it shall cease forthwith upon written notice from
the Landlord to conduct the Experiments if in the
Landlord's reasonable opinion:
(1) the Experiments are having the effect of
materially diminishing the rental or
capital value of the Premises or any other
premises on the Estate
(2) the Experiments are materially impeding the
letting of any nearby building on the
Estate
(3) the Experiments are causing the Landlord to
take significant management action as
a result of or in reasonable anticipation
of the actions of third parties due to the
carrying on of the Experiments at the
Premises
(4) the carrying out of the Experiments at the
Premises are materially and adversely
damaging the reputation of the Landlord or
its employees or the Estate
ALIENATION
(10) Not to:
(a) assign mortgage or charge or in any other manner part with
possession of any part of the Premises (as distinct from the
whole) save as specifically permitted herein;
(b) assign underlet or otherwise part with or share possession of
the whole of the Premises or underlet any part except in
accordance with clauses 3(10)(c) and 3(10)(d)
(c) assign the whole of the Premises except:
(i) to a person which before the assignment shall have
(if reasonably required by the Landlord) procured a
covenant with the Landlord by a reasonably
acceptable guarantor or guarantors to guarantee the
observance and performance of the Tenant's covenants
in this Lease in the terms set out in Part VII of
the Schedule
(ii) to an assignee which is able to recover 80 per cent
or more of its input Value Added Tax
(iii) without obtaining the Landlord's consent which shall
not be unreasonably withheld or delayed subject:
9
(A) to the prior satisfaction of the condition
in sub-clause 3(1 0)(c)(i) and
(B) the Tenant having first entered into an
authorised guarantee agreement with the
Landlord complying with the provisions of
section 16 of the Landlord and Tenant
(Covenants) Act 1995 and containing those
provisions mentioned in section 16.5(a) to
(c) (inclusive) of THAT ACT;
(d) underlet the whole of the premises or part thereof:
(i) without obtaining the Landlord's approval of the form
and content of the underlease (which shall not be
unreasonably withheld or delayed) and a covenant by
the undertenant with the Landlord to observe and
perform throughout the term of the underlease those
of the Tenant's covenants (in the case of an
underletting -of part so far as they apply to the
part being underlet) under this Lease so far as they
relate to the premises being underlet (other than to
pay rent) which will be included in the underlease on
the part of the undertenant; nor without prejudice to
the generality of the foregoing;
(ii) without reserving as a yearly rent payable by equal
quarterly instalments in advance on the usual quarter
days the open market rack rental value of the
premises being underlet except on a basis by which
the principal rent reserved by the underlease shall
be reviewed not less frequently then once in every
five years of the term sub-demised to the greater
of:
(A) the rent payable under the underlease
immediately before the relevant review; and
(B) the open market rack rental value of the
premises demised. by the underlease on the
date of review
(iv) in consideration of a fine or premium;
(v) without taking from the undertenant covenants with
the Tenant (which the Tenant shall enforce) not to
assign the premises being underlet without the
Landlord's consent which shall not be unreasonably
withheld or delayed and not to underlet the whole or
part of them or otherwise deal with them by sharing
or parting with possession or charging them save in a
manner otherwise permitted by this Lease;
(vi) except on a basis providing for the exclusion of
sections 24 to 28 inclusive Landlord and Tenant Act
1954 in relation to the underlease in pursuance of an
Order duly made under Section 38(4)(a) of that Act
before the grant of the underlease
10
(vii) except for a term which will end no later (but may
end earlier) than the day before the contractual
expiry of the Term
(viii) on the basis that there shall be no more than four
occupants of the Premises (including the Tenant) at
any one time
nor without obtaining the Landlord's consent (which subject to
the satisfaction of the above conditions) shall not be
unreasonably withheld or delayed;
(e) agree any variation of any under lease without the landlord's
consent (which shall not be unreasonably withheld or delayed);
(f) effect any transaction which this clause allows subject to the
Landlord's consent more than three months after the date of
the consent unless it otherwise provides;
(g) assign the whole of the Premises or underlet the whole or part
of the Premises to a person who in the reasonable opinion of
the Landlord will use the Premises for an Ineligible Use for
Value Added Tax Purposes
(h) Within twenty-eight days after any assignment or other
devolution of this Lease to give notice of it in duplicate to
the Landlord with a copy of the instrument (including any
relevant probate letters of administration or assent)
(i) The Tenant and/or any undertenant may share
occupation of the Premises with a company which is a
member of the same group as the Tenant or the
undertenant (within the meaning of Section 42 of the
Landlord and Tenant Act 1954) for so long as both
companies remain members of that group and provided
that:
(i) no relationship of landlord and tenant is
created between the two companies and no
security of tenure is conferred upon the
occupier; and
(ii) within fourteen days of the commencement of
the sharing the Tenant gives to the Landlord
notice of the company sharing occupation and
the address of its registered office
INSURANCE AND FIRE FIGHTING EQUIPMENT
(11) (a) Not to do or omit anything by which the insurance policy
relating to the Premises becomes void or voidable (insofar as
the Tenant has been made aware of the terms of the relevant
insurance policy)
(b) To comply with all requirements and reasonable recommendations
of the Insurers made known to the Tenant and to provide and
maintain unobstructed appropriate operational fire fighting
equipment on the Premises and not to obstruct the means of
escape in case of emergency from or to the Premises
NOT TO OBSTRUCT OR OVERLOAD
(12) Not to obstruct:
11
(a) or damage or use any area leading to the Premises in a way
which causes nuisance or damage
(b) or discharge any deleterious matter into any Conduits serving
the Premises and to keep them clear and functioning properly
(c) stop-up or darken the windows and other openings of the
Premises
(d) any notice erected by the Landlord under clause 3(7) nor to
overload or cause undue strain to the Premises or to any
structure surrounding or located within (but excluded from)
the Premises or to any Conduits
PRESERVATION OF EASEMENTS
(13) (a) Not to give any acknowledgement that any rights of light and
other easements belonging to the Premises are enjoyed by the
consent of any third party
(b) Not to do or omit anything which might subject the Premises to
the creation of any new easement and to give notice to the
Landlord forthwith of any encroachment known to the Tenant
which might have that effect
DEFECTIVE PREMISES
(14) Immediately upon becoming aware of the same to give notice to the
Landlord of any defect in the Premises which might give rise to:
(a) an obligation on the Landlord to do or refrain from doing
anything in relation to the Premises; or
(b) any duty of care or the need to discharge such duty imposed by
the Defective Premises Act 1972 or otherwise and at all times
to display and maintain all notices which the Landlord may
from time to time reasonably require to be displayed at the
Premises in relation to their state of repair and condition
YIELD UP
(15) At the expiration or sooner determination of the Term:
(a) to remove all tenant's fixtures and chattels and to yield up
the Premises in the STATE of repair condition decorative order
and layout required by this Lease and
(b) In the event that at the date of such expiration or sooner
determination the Tenant is or has been engaged in carrying
out any Experiments to comply with all Enactments and
regulations regarding all decommissioning of laboratories and
(c) To leave all mechanical and electrical installations forming
part of or left in the Premises in working order and
maintained in accordance with manufacturers recommendations
COVENANTS
(16) To observe and perform the Reversionary Obligations and Regulations
12
VALUE ADDED TAX: TO INFORM AND INDEMNIFY
(17) (a) The Tenant shall notify the Landlord in writing within thirty
(30) days of ceasing to use the Premises for an Ineligible Use
for Value Added Tax purposes if the Premises were at the most
recent time of supply so used or of starting to use the
Premises for an Ineligible Use for Value Added Tax Purposes if
the Premises were at the most recent time of supply not so
used
(b) Within thirty (30) days of receiving a request in writing from
the Landlord to provide the Landlord with evidence that H M
Customs and Excise has agreed that the Tenant is has been or
will be using the Premises for an Ineligible Use for Value
Added Tax Purposes or such other information as the Landlord
may reasonably require to enable the Landlord to assess
whether the Tenant is has been or will be using the Premises
for an Ineligible Use for Value Added Tax Purposes
(c) Within seven (7) days of receiving any notice in writing from
the Landlord which contains a statement of the Landlord's
understanding as to whether or not the Tenant will on the date
stated in the notice be using the Premises for an Ineligible
Use for Value Added Tax Purposes to notify the Landlord
whether or not that understanding is correct
(d) To maintain suitable records to ensure that the Tenant is able
to comply with its obligations in this clause 3(17)
(e) Notwithstanding the provisions of clauses 3(9) and 3(10) of
this Lease not to use the Premises for an Ineligible Use for
Value Added Tax Purposes
(f) To indemnify and keep the Landlord indemnified on an after-tax
basis from and against all actions claims costs demands
expenses Value Added Tax liabilities and losses (whether
arising before or after the beginning of the Term) arising
from any breach of the covenants on the Tenant's part
contained in sub-clauses (a) (b) (c) (d) or (e) of this clause
3(17) and for this purpose the Landlord's losses shall be
deemed to include any Value Added Tax on supplies made to the
Landlord which the Landlord would be unable to recover (by way
of credit or repayment) or which has been recovered but which
the Landlord is liable to repay
LANDLORD'S COVENANTS
4. The Landlord covenants with the Tenant:
QUIET ENJOYMENT
(1) That if the Tenant observes and performs its covenants
contained in this Lease the Tenant may peaceably and quietly
hold and enjoy the Premises without any lawful interruption by
the Landlord or any person rightfully claiming through under
or in trust for it or by title paramount
13
MAINTENANCE AND REPAIR
(2) Save for any reason or circumstances beyond the Landlord's
control (for which it shall not be liable but which control it
shall use all reasonable endeavours to restore) and save to
the extent that the same are maintainable at the public
expense to take all steps necessary and consistent with the
principles of good estate management to maintain repair and
keep in good and substantial repair and condition such of the
Conduits roadways and other facilities as are referred to in
Parts IV and V of the Schedule and save as aforesaid to
provide at all times the Centre Services and the Estate
Services
INSURANCE
(3) (a) to keep the Premises insured against the Insured Risks and (in
relation to the risks described in clause 1 (k)(i)) in the
full rebuilding cost (but not necessarily the facsimile
reinstatement cost) of the Premises and to use all reasonable
endeavours to procure that such insurance contains a waiver of
subrogation rights against the Tenant and tenant's
non-invalidation clause
(b) on request to supply the Tenant with suitable evidence of such
insurance by way of a Schedule of insurance details including
an accurate summary of the risks against which the insurance
is effected and details of all excesses and exclusions
(c) if and whenever during the Term the Premises are damaged or
destroyed by an Insured Risk (save to the extent that the
payment of the insurance monies is refused by reason of any
act or default of the Tenant or of any undertenant or of any
licensee of the Tenant or any undertenant or of any person at
the Premises with the consent of the Tenant or any
undertenant) the Landlord will with all convenient speed take
the necessary steps to obtain any requisite planning
permissions and consents and if they are obtained to lay out
all monies received in respect of such insurance (except sums
in respect of public liability and loss of rents) in and
towards replacing (but not necessarily in facsimile
reinstatement) the damaged or destroyed parts as soon as
reasonably practicable and will make up any deficiency out of
its own money PROVIDED ALWAYS THAT the Landlord shall not be
liable to do so if it is unable (having used all reasonable
endeavours) to obtain every planning permission and consent
necessary to execute the relevant work in which event the
Landlord shall be entitled to retain all the insurance monies
received.
DEFECTS
(4) (a) The Landlord shall subject to the provisions of sub-clause (b)
hereof as soon as reasonably practicable make good or procure
the making good at its own expense of all defects (but not any
defect which is due to normal condensation natural shrinkage
or drying out) in the Premises which are directly attributable
to defective design workmanship supervision or materials or
defective supervision of the construction of the Premises or
defective preparation of the site on which the Premises are
constructed which appear and are notified to it in writing by
the Tenant at any time
14
before the expiration of the Defects Period PROVIDED THAT the
Tenant shall afford to the Landlord all reasonable access to
the Premises and areas affected by such defects subject to the
Landlord causing as little inconvenience to the occupier of
such areas as may in all the circumstances be practicable and
making good all damage to any property of the Tenant or the
Premises caused during such entry to the reasonable
satisfaction of the Tenant and for the avoidance of doubt and
without prejudice to the generality of the foregoing the
Landlord shall not be required to procure the making good of
any defect which is attributable to the carrying out of any
fitting out or other works by the Tenant or to the effect of
any such works or to the use and occupation of the Premises by
the Tenant PROVIDED THAT if during the carrying out of any
fitting out or other works by the Tenant the Tenant shall
discover a defect which would have been required to be
remedied by the Landlord under the provisions of this clause
if it had been discovered by some other means or remained
latent the fact that the same shall have been discovered as a
result of the carrying out of any fitting out or other works
by the Tenant shall not exclude any liability which the
Landlord would have had if the defect had been discovered by
some other means or presented itself under any other
circumstances
(b) The Landlord shall make good any such defects as aforesaid
notified to it in writing during the period from the date
hereof until as soon as practicable
after (save for defects which require
urgent attention which shall be remedied as soon as
practicable after written notification to the Landlord) and
after all defects shall be remedied as soon as practicable
after written notification to the Landlord (provided such
notification is made before the end of the Defects Period) all
such defects being remedied to the reasonable satisfaction of
the Tenant
DEFECTS INSURANCE
(5) (a) The Landlord shall as soon as reasonably practicable procure
for the Tenant's benefit at the Landlord's own cost a Defects
Insurance Policy ("the Defects Insurance Policy") in the form
of the attached draft (subject to such minor amendments as the
insurers may require provided that any amendments shall not
affect the amount of the insurance cover the risks insured or
the amount of the excess) in the joint names of the Landlord
and the Tenant issued by the Commercial Union Assurance
Company plc or some other reputable insurance company and
shall then provide the Tenant with true copy of the proposed
Defects Insurance Policy
(b) Notwithstanding that the Defects Insurance Policy shall be in
the joint names of the Landlord and the Tenant the Tenant
shall be entitled to any proceeds of the Defects Insurance
Policy in respect of its liability under its covenants
contained in this Lease in priority to the Landlord and the
Landlord will direct the insurers accordingly in the event of
a claim and take such action as may be necessary and/or
appropriate to ensure that monies payable under the Defects
Insurance Policy are paid to and received
15
by the Tenant as soon as practicable after the occurrence of
any claim under the Defects Insurance Policy arising
AGREEMENTS AND DECLARATIONS
5. IT IS AGREED AND DECLARED THAT:
(1) Without prejudice to any other remedies and powers contained
in this Lease or otherwise available to the Landlord if
(a) the whole or part of the rents shall be unpaid for
twenty-one days after becoming payable (in the case
of the Principal Rent whether formally demanded or
not); or
(b) any of the Tenant's covenants in this Lease are not
performed or observed; or
(c) the Tenant (or if more than one person any one of
them being a company) is the subject of a petition
for its winding up; or enters into liquidation
whether voluntary (except for reconstruction or
amalgamation of a solvent company) or compulsorily;
or has a provisional liquidator or a receiver
(including an administrative receiver) appointed; or
is the subject of an administration order or a
petition for one or of a voluntary arrangement or a
proposal for one under Part I Insolvency Act 1986; or
is unable to pay its debts within the meaning of
section 123 Insolvency Act 1986 or is otherwise
insolvent; or having been registered with unlimited
liability it acquires limited liability; or
(d) the Tenant (or if more than one person any one of
them being an individual) is the subject of a
bankruptcy petition or bankruptcy order or of any
application or order or appointment under Section 253
or Section 273 or Section 286 Insolvency Act 1986; or
otherwise becomes bankrupt or insolvent; or
(e) the Tenant enters into or makes any proposal to enter
into any arrangement or composition for the benefit
of his creditors
then the Landlord may at any time thereafter (and
notwithstanding the waiver of any previous right of
re-entry) re-enter the Premises whereupon this Lease
shall absolutely determine but without prejudice to
any Landlord's rights of action in respect of any
antecedent breach of the Tenant's covenants in
this Lease
(2) In addition to any other mode of service any notice required
or authorised to be given under this Lease shall be validly
served if served in accordance with Section 196 Law of
Property Act 1925 as amended by the Recorded Delivery Service
Act 1962 and any such notice shall be deemed (whether or not
it is actually the case) to be a notice required to be served
for the purposes of such Section
(3) If and whenever during the Term the Premises or the means of
access thereto and/or therefrom on the Centre or the Estate or
any of them are damaged or destroyed by any of the Insured
Risks so that the Premises or any part of them are unfit for
occupation or use
16
or access thereto is prevented then (save to the extent that
payment of the insurance money is refused by reason of any act
or default of the Tenant or of any undertenant or of any
licensee of the Tenant or any undertenant or of any person at
the Premises with the consent of the Tenant or any
undertenant) the Principal Rent the Estate Service Rent and
the Centre Service Rent or a fair proportion thereof according
to the nature and extent of the damage sustained shall cease
to be payable until the Premises or the affected part shall
have been rebuilt or reinstated so that the Premises are made
wholly fit for occupation or use (or as the case may be access
to and from the Premises is restored) the amount of such
proportion and the period during which the rents shall cease
to be payable to be determined by the Surveyor acting as an
expert and not as an arbitrator and in conformity with similar
arrangements as to his appointment as apply to a Surveyor
appointed under clause 6.
(4) In the event that the Premises or the means of access thereto and/or
therefrom on the Centre or the Estate are so damaged or destroyed by
any of the Insured Risks so as to render the Premises or any part
thereof unfit for occupation or use (and the policy of insurance
effected by the Landlord shall not have been vitiated or payment of the
policy monies refused in whole or in part in consequence of any act or
default of the Tenant or of any under tenant or of any licensee of the
Tenant or any undertenant or of any person at the Premises with the
consent of the Tenant or any undertenant) and the Landlord has despite
using all reasonable endeavours been unable to complete the
reinstatement of the Premises or the means of access within 30 months
from the date of the damage or destruction then either party (but in
the case of the Landlord only where it has used such reasonable
endeavours aforesaid and the damage prevents the use of the whole (or
substantially the whole) of the Premises) may prior to the completion
of such reinstatement terminate this Lease by giving fourteen days
written notice to the other and upon the expiry of such notice this
Lease shall absolutely cease and determine but without prejudice to the
rights of any party in respect of any prior breach of the covenants and
conditions contained herein
(5) Nothing in this Lease shall impose upon the Tenant any obligation to
make good or remediate any form of contamination to the Premises the
Centre the Estate or any other land and premises unless the
contamination in question is caused directly by the Tenant its
undertenants or other occupiers of the Premises in their use of the
Premises
RENT REVIEW
6.1 The Market Rent may be agreed in writing at any time between the
Landlord and the Tenant
6.2 If the Landlord and the Tenant shall not have agreed the Market Rent by
the date three months immediately before the relevant Review Date
either party may in its discretion require the Market Rent to be
assessed by the Surveyor in the following manner:
(a) the Surveyor shall be appointed to assess the Market Rent by
the Landlord and the Tenant or (if they fail to agree the
appointment) by or on behalf of the President for the time
being the Royal Institution of Chartered Surveyors on the
application of either the Landlord or the Tenant
17
(b) the surveyor shall act as an expert and not as an arbitrator
(and shall give the Landlord and the Tenant the opportunity to
make written representations to him in such manner as he may
direct but shall make the determination in accordance with his
own opinion)
6.3 If the Surveyor shall die delay or become incapable of acting or
unwilling to act or if for any other reason the President or the person
acting on his behalf shall in his absolute discretion think fit the
President may by writing discharge the Surveyor and appoint another in
his place
6.4 The cost of the reference to the Surveyor shall be apportioned between
the Landlord and the Tenant as the Surveyor shall in his discretion
determine whose decision shall be final and binding on the Landlord and
the Tenant
6.5 When the Market Rent as at the relevant Review Date has been
ascertained in accordance with this Lease memoranda of the Review Rent
shall be signed by or on behalf of the Landlord and the Tenant (at
their own cost) and annexed to this Lease and its counterpart
6.6 If the Market Rent has not been ascertained by the relevant Review Date
the Tenant will continue to pay the Current Rent and when the Market
Rent is ascertained the Tenant will on the quarter day immediately
following the date on which the Market Rent is ascertained pay the
Landlord any amount which the Review Rent for the period commencing on
the relevant Review Date and ending on such quarter day exceeds the
Current Rate plus Interest (but calculated at the relevant base rate)
on the excess from time to time from the Review Date calculated by
reference to the relevant quarter day on which the appropriate
proportion of the excess became payable
7. ESTATE SERVICE RENT AND CENTRE SERVICE RENT
7.1 For the purposes of this Lease:
(a) "Account Date" means 30 September in every year of the Term or
such other date as the Landlord may from time to time nominate
by notice in writing to the Tenant
(b) "Service Period" means the period:
(i) from the Account Date; and thereafter to (and
including) the first
(ii) between two consecutive Account Dates (excluding the
first and including the second); thereafter
(iii) commencing immediately after the last Account Date of
the Term and ending on the expiration of the Term
7.2 The Landlord shall as soon as convenient after each Account Date
prepare an account showing the Estate Service Expenditure and the
Centre Service Expenditure for the year ended on that Account Date and
containing a fair summary of the expenditure referred to and upon the
account being certified by the Landlord's managing agents it shall be
18
conclusive evidence for the purposes of this Lease of all matters of
fact referred to except in case of manifest error
7.3 The Tenant shall pay the Landlord on account of Estate Service Rent and
Centre Service Rent the Provisional Sum in relation to each Service
Period the first payment (being a proportionate sum in respect of the
period commencing on and ending immediately before the
quarter day next after the Lease Date ) to be made on the Lease Date
and the subsequent payments to be made by equal instalments in advance
on the usual quarter days
7.4 If the Estate Service Rent or the Centre Service Rent for any Service
Period:
(a) exceeds the Provisional Sum for that Service Period the excess
shall be due to the Landlord within 14 days of demand; or
(b) is less than the Provisional Sum for that Service Period the
overpayment shall be credited to the Tenant against subsequent
payments on account of the Estate Service Expenditure or the
Centre Service Expenditure (as the case may be) until the
overpayment is balanced or until the expiry of the Term when a
cash repayment will be made to the Tenant
7.5 Any omission by the Landlord to include in the Estate Service
Expenditure or Centre Service Expenditure a sum expended or liability
incurred in the relevant Service Period shall not preclude it from
including such sum or the amount of such liability in any subsequent
period
7.6 Any sum accounted for as part of the Estate Service Expenditure shall
not be accounted for as part of the Centre Service Expenditure and vice
versa
7.7 The provisions of this clause 7 shall continue to apply notwithstanding
the expiration or sooner determination of the Term but only for the
purposes of calculations and payment of the Estate Service Rent and the
Centre Service Rent for the period down to such expiration or sooner
determination
8. RIGHT TO DETERMINE
The Tenant may subject to it having given not less than 12 months
notice in writing ("the Break Notice") to the Landlord determine the
Term on the 10th anniversary of the Term Date ("the Break Date")
PROVIDED ALWAYS the Tenant's right to determine shall be further
subject to the following:
(a) the Tenant yielding up the Premises with full vacant
possession on the Break Date
(b) the Tenant having materially complied with all its covenants
and obligations under this Lease at the Break Date
(c) The Tenant shall pay to the Landlord a sum equivalent to the
Principal Rent the Estate Service Rent the Centre Service Rent
and the Insurance Rent calculated for a period of 12 months
(such calculation to be based on the amount of such rents for
the year ending on the Break Date) and such sum (estimated in
the case of the
19
Estate Service Rent the Centre Service Rent and the Insurance
Rent (where relevant) and balanced by the appropriate payment
when the precise sums due are known) is received by means of
cleared funds into the account of the Landlord no later than
one day before the Break Date
9. GUARANTOR'S COVENANTS
At the request of the Tenant and in consideration of the grant of this
lease made at its request the Guarantor enters with the covenants set
out in Part VII of the Schedule
THE SCHEDULE
PART I
("THE PREMISES)
The land and buildings and appurtenances thereto known as 88 Milton Park
Abingdon Oxfordshire shown edged red on Plan I
PART II
EXCEPT AND RESERVED to the Landlord (and all other persons authorised by the
Landlord or having like rights) the free and uninterrupted rights:
(1) to the passage and running of water soil gas electricity telephone and
other services or supply to and from any Adjoining Premises through the
Conduits in or under the Premises
(2) for the Landlord to enter the Premises for the purposes mentioned in
and subject to the provisions of this Lease
(3) of light air and protection now or after the date of this Lease enjoyed
by any Adjoining Premises
(4) at any time hereafter to alter rebuild make connections to or demolish
any building on any Adjoining Premises in such manner as the person
exercising the right shall think fit notwithstanding the same may
obstruct affect or interfere with (but in each case not materially) the
amenity of or the passage of light and air to the Premises or have an
insubstantial effect on the means of access to them
PROVIDED THAT if the Landlord exercises any of the above rights by
carrying out work on the Premises it shall forthwith make good any
damage caused to the reasonable satisfaction of the Tenant and shall
use all reasonable endeavours to minimise any disruption or
inconvenience to the Tenant and other occupiers of the Premises
PART III
TOGETHER WITH the benefit of the rights -
(1) to the passage and running of water soil gas electricity telephone and
other services or supply to and from the Premises through the Conduits
in or under the Adjoining Premises
20
(2) of support and protection as is now enjoyed from the Adjoining,
Premises
(3) now set out in the Property register of the Landlord"s title at H M
Land Registry as may be relevant
(4) at convenient times and upon reasonable notice (except in emergency) to
enter the Adjoining Premises of the Landlord (as at the date hereof) if
it shall be necessary to do so in order to view the state and condition
of the Premises and to make good all damage caused
(5) (in common with the Landlord and all other persons having a like right)
to pass and repass to and from the Premises at all times and for all
purposes connected with the Permitted Use (but not otherwise) over and
along those parts of the Estate which are designed and intended for
those purposes including (without prejudice to the generality of the
foregoing) the Estate roads
(6) to the exclusive use of the car parking areas shown edged and hatched
yellow on Plan 1 for the purpose of parking private cars and light
commercial vehicles and not for any other purpose (save for gaining
access to and from the Premises) and to use such other 39 additional
car parking spaces for such purposes as aforesaid within the car
parking area serving the Centre as the Landlord may from time to time
reasonably designate
(7) subject to the Landlord's prior written consent (such consent not to be
unreasonably withheld) to install the corporate sign of the Tenant on
the signboard provided by the Landlord
PART IV
SECTION A
(CENTRE SERVICES)
(a) Repairing resurfacing cleaning lighting maintaining and (where
necessary) renewing replacing and improving the estate roads within the
Centre and the forecourts car parking areas loading bays landscaped
areas boundary walls fences hedges gates entrances and signs now or at
any time during the Term constructed on the Centre including any drains
sewers pipes cables gutters inspection chambers or any other services
or fittings relating thereto over in or under the Centre which in each
case are not the responsibility of any individual tenant or occupier to
maintain
(b) Retaining and providing the services of all staff necessary for the
efficient maintenance and management of the Centre together with any
working accommodation for such staff
(c) Maintaining security services in respect of the Centre which are
sufficient in the Landlord's reasonable opinion
(d) Compliance by the Landlord with every notice regulation or order of any
competent local or other authority in relation to the Centre or its
appurtenances
(e) Effecting and maintaining in force an insurance policy or policies
against any and every liability of the Landlord for injury to or death
of any person (including every agent servant
21
and workman of the Landlord) and damage to or destruction of the
property of any such person arising out of the maintenance of the
Centre
(f) Carrying out all other work or providing services of any kind
whatsoever which the Landlord may from time to time reasonably consider
necessary or desirable and which are in accordance with the principles
of good estate management of the Centre
Section B
(a) all reasonable and proper fees charges expenses and commissions
incurred in the administration and management of the Centre or payable
to any solicitor accountant surveyor valuer agent or architect or any
of them whom the Landlord may from time to time employ in connection
with the management or maintenance of the Centre including the cost of
preparing or causing to be prepared statements of said costs charges
and expenses and auditing the same but excluding any fees charges
expenses and commission paid for the collection of rent from the
tenants of and the letting or reletting of any premises on the Centre
(b) a charge equivalent to ten per centum of the aggregate costs expenses
and outgoings referred to in Section A of this part of this Schedule
such sum to be in respect of the general administration and supervision
costs of the Landlord relating to or in connection with the matters
specified or referred to in Section A of this part of this Schedule or
any of them
(c) such reasonable and proper sum as the Landlord shall in its reasonable
discretion think fit as being a reasonable provision for expenditure
likely to be incurred in the future in connection with the matters
mentioned in Section A of this part of this Schedule
PART V
SECTION A
(ESTATE SERVICES)
(a) Repairing resurfacing cleaning lighting maintaining and (where
necessary) renewing replacing and improving the estate roads serving
the Estate and the forecourts car parking areas loading bays landscaped
areas boundary walls fences hedges gates entrances and signs now or at
any time during the Term constructed on the Estate including any drains
sewers pipes cables gutters inspection chambers or any other services
or fittings relating thereto over in or under the Estate which in each
case are not the responsibility of any individual tenant or occupier to
maintain
(b) Retaining and providing the services of all staff necessary for the
efficient maintenance and management of the Estate together with any
working accommodation for such staff
(c) Maintaining security services in respect of the Estate which are
sufficient in the Landlord's reasonable opinion
(d) The maintenance replacement renewal and improvement of the sewerage
pumping station and drainage and sewerage system serving the Estate
22
(e) Compliance by the Landlord with every notice regulation or order of any
competent local or other authority in relation to the Estate or its
appurtenances
(f) Effecting and maintaining in force an insurance policy or policies
against any and every liability of the Landlord for injury to or death
of any person (including every agent servant and workman of the
Landlord) and damage to or destruction of the property of any such
person arising out of the maintenance of the Estate
(g) Carrying out all other work or providing services of any kind
whatsoever which the Landlord may from time to time reasonably consider
necessary or desirable and which are in accordance with the principles
of good estate management of the Estate
Section B
(a) all reasonable and proper fees charges expenses and
commissions incurred in the administration and management of
the Estate or payable to any solicitor accountant surveyor
valuer agent or architect or any of them whom the Landlord may
from time to time employ in connection with the management or
maintenance of the Estate including the cost of preparing or
causing to be prepared statements of said costs charges and
expenses and auditing the same but excluding any fees charges
expenses and commission paid for the collection of rent from
the tenants of and the letting or reletting of any premises on
the Estate
(b) a charge equivalent to ten per centum of the aggregate costs
expenses and outgoings referred to in Section A of this part
of this Schedule such sum to be in respect of the general
administration and supervision costs of the Landlord relating
to or in connection with the matters specified or referred to
in Section A of this part of this Schedule or any of them
(c) such reasonable and proper sum as the Landlord shall in its
reasonable discretion think fit as being a reasonable
provision for expenditure likely to be incurred in the future
in connection with the matters mentioned in Section A of this
part of this Schedule
PART VI
(SPECIFICATION AND PLANS FOR NOTIONAL OFFICE BUILDING
FOR RENT REVIEW PURPOSES)
See annexure
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88 MILTON PARK HYPOTHETICAL OFFICE SPECIFICATION
VERTEX [FOR RENT REVIEW PURPOSES]
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EXPLANATORY NOTE:
The purpose of this specification is to describe the premises to be valued on
rent review as outlined in the lease.
Broadly "the Centre" and the external parts of "the Premises" (as described in
the lease) are as outlined in the Agreement for Lease. However, it is assumed
for rent review that the Premises have been fitted out on both ground and first
floors as comfort cooled open plan offices. Both core areas are fitted to the
developer's specification, as outlined in the Agreement for Lease.
GENERAL
Building 88 is a two storey building comprising C 2,300 sq m. The building
forms part of a development of three similar buildings orientated in an 'H'
shape around a central courtyard. Building 88 has a third storey which has been
designed to accommodate plant, both in an enclosed central area and on open
'balconies' at both ends of the building. The building has two entrance areas
both forming a core containing a stair and lift to the first floor, fitted
separate male, female and disabled toilet areas, riser cupboards and doors into
the comfort cooled open plan office areas.
The core areas will be finished to a normal developers specification including
plastered and painted walls, carpeted first floor landing and stairs, non-slip
ceramic tile finish to ground floor entrance with plasterboard ceilings and
feature lighting. Perimeter radiators provide space heating and WC areas have
fully tiled walls, non slip ceramic tiles floors and are fitted with usual
sanitary provision.
The ground and first floors of the building are finished as high quality
comfort cooled open plan offices. There is a raised computer floor, suspended
ceiling with Cat II lighting, antistatic carpets throughout, floor sockets and
air cooling system with associated filtered fresh air ventilation. All plant
serving the premises is housed within the third storey plant room area.
The thermal performance of the external building envelope will comply in all
respects with the Building Regulations for England and Wales, Part L, 1995.
1 FOUNDATIONS
Mass concrete trench fill and pad foundations on vibro-compacted
sub-grade, designed in accordance with the recommendations of the site
investigation report No 31095/01 dated June 1997.
2 STRUCTURAL FRAME
Steel frame with intumescent paint or boarding to achieve as required
fire protection.
Hot rolled structural steel trusses, shot blasted and zinc phosphate
primed finish supporting cold rolled galvanised steel purlins.
88 MILTON PARK HYPOTHETICAL OFFICE SPECIFICATION
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3 GROUND FLOOR SLAB
In-situ mesh reinforced concrete slab on granular sub-base to core
areas, wide bay reinforced concrete slab and granular sub-base to
office areas designed for uniformly distributed load of 20kN/mTO THE
POWER OF2 (400lb per sq ft). Insulation 'U' value is to be 0.45W/mTO
THE POWER OF2 or better.
4 EXTERNAL WALLS
Masonry-cavity wall with 'Red Bank Gobelin' or similar external facing
brick skin, 160mm cavity with 75mm rockwool partial cavity fill, and
140mm non-load bearing dense blockwork.
Insulation 'U' Value is to be 0.45W/mTO THE POWER OF2 or better.
Precast reconstituted stone lintels above first floor windows.
Aluminium Pvf2 coated BS 18B 25 Dark Grey RAL 7037 Light Grey flat
composite Luxalon cladding panels in window bays and Kingspan cladding
panels fixed horizontally with proprietary fixings at the plant room
and gable ends.
5 UPPER FLOORS
Precast concrete floor slabs to first floor 260mm deep, designed for
uniformly distributed load of 6kN/mTO THE POWER OF2 (120 lbs/sq ft).
Precast concrete floor slabs to plant rooms 150mm deep, designed for
uniformly distributed load of 5.0KN/mTO THE POWER OF2.
6 ROOF
Aluminum mill finish standing seam Kalzip roof cladding with 170mm
insulation, vapour barrier and steel liner tray, to achieve 'U' value
of 0.45W/mTO THE POWER OF2. Concealed aluminium gutters and exposed
downpipes.
Precast concrete floor planks to flat roof areas 150mm deep with screed
to falls and Sarnafil single ply inverted flat roof system.
7 GLAZING
Double glazed polyester powder coated, colour Dark Grey BS 18 B 25
external and white RAL 9016 internal, thermally broken Hunter Douglas
aluminium windows with approximately 50% top hung opening lights.
Polyester powder coated aluminium doors and external fire exit doors.
All ground floor windows to south and west elevations and first floor
windows to west elevations to have external aluminium Kingfisher sun
louvres.
Glazed rebated entrance doors, letter box and conduit for entry
control.
2
88 MILTON PARK HYPOTHETICAL OFFICE SPECIFICATION
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8 INTERNAL WALLS
Blockwork generally to underside of floors or roof structure, with a
plaster finish to core areas.
Blockwork to W.C cubicles.
9 STAIRCASES
Precast concrete staircases to front entrances.
Mild steel painted balustrading and maple handrail to front staircases
and landing.
Ladder access to plant rooms.
Glavanised mild steel painted external spiral fire escape stair to east
and west elevation. Galvanised mild steel painted external spiral fire
escape stair to south elevation.
10 INTERNAL FITTINGS
DOORS
Internal entrance doors to be solid core maple veneered with vision
panels, with maple linings and architraves.
All other doors off entrance areas to be solid core maple veneered
flush doors, maple linings and architraves.
Toilet cubicle doors to be maple with maple linings and architraves.
Riser duct doors to be painted MDF.
DOOR FURNITURE
Pull handles and kick/push plates to be stainless steel, and other
ironmongery satin anodised aluminium by Newman Tonks.
JOINERY
Skirtings to entrance and office to be maple areas. Window boards to
office areas to be maple.
TOILETS
Toilet areas to have white china sanitaryware, laminate panels to
concealed WC and urinal cisterns, solid acrylic resin vanity units to
wash hand basins, toilet roll holders, mirrors, coat hooks and fused
spur outlets for hand dryers.
3
88 MILTON PARK HYPOTHETICAL OFFICE SPECIFICATION
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11 INTERNAL FINISHES
WALLS
Front entrance, staircase, landing and office areas to be plastered and
finished with emulsion paint finish.
Toilet walls to be plastered and have full height Langley ceramic
tiles.
FLOORS
Staircase, landing and office areas to have Escopallas Excell carpet
tiles anti-static to IBM Standard for general office use with nosings
to staircase tread.
Cleaners room to be sand/cement screed with sheet vinyl flooring.
Toilet areas to be sand/cement screed with slip resistant 300 x 300mm
Langley ceramic tiling.
Front entrance to have non-slip Langley ceramic tile finish with
matwell and aluminum/polypropylene entrance matting.
CEILINGS
Entrance, staircase and landing areas generally to have Gyproc MF
plasterboard ceiling.
Toilet areas to have exposed narrow grid Armstrong Microlux Dune
suspended ceiling with 600 x 600mm moisture resisting tiles.
Office areas to have exposed narrow grid Armstrong Microlux Dune
suspended ceiling with 600 x 600 tiles.
12 LIFT
2 No Eight person Schindler 100 hydraulic passenger lift.
Lift car door and returns are finished in stainless steel. Full height
carpet tiles to side walls, half height carpet with tinted mirror to
rear wall and handrail below. Carpet tiles to floor. Concealed lighting
to ceiling.
13 ELECTRICAL INSTALLATION
The incoming electrical supply will be provided by the local
electricity supply authority, and will be delivered and metered at low
voltage, maximum anticipated load allowance of 290 KVA.
4
88 MILTON PARK HYPOTHETICAL OFFICE SPECIFICATION
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Separate cable risers shall be provided 1 per each building core.
Electrical risers to be fitted out with lighting and small power
distribution systems for first floor only. Data/communication risers to
be provide space for tenant fit out.
13.1 LIGHTING
Emergency lighting, based on integral or remote battery units shall be
provided to all relevant escape route areas in accordance with BS5266
and as required by the local authority.
Lighting installation shall comprise of the following areas and the
artificial average illumination level will be:-
i) Entrance:- 200-300 Lux; wall mounted low energy Marlin
luminaires.
ii) Staircases and landing areas:- 150 Lux; Marlin recessed low
energy compact fluorescent luminaires.
iii) Toilets:- 150 Lux; low energy recessed compact fluorescent
Marlin luminaires to cubicles and circulation areas, low
voltage Marlin downlighters or pelmet lighting over the vanity
units.
iv) Plant rooms :- 200-250 Lux; linear fluorescent luminaires
with metal reflectors or compact fluorescent bulkhead
luminaires surface fixed.
v) Open plan office : 400 Lux; recessed modular fluorescent
luminaires in 600 x 600mm modules with 2 x 40W 2L lamps (mains
frequency) and LG3 Cat 2 louvre within full accessible
suspended ceiling. Facility for automatic lighting control
system.
13.2 POWER DISTRIBUTION
Single and double outlet switched 13 amp socket outlets shall be
positioned within the core areas and plantrooms to provide for routine
maintenance, cleaning and general services.
13.3 FIRE ALARM
A "break glass" fire alarm installation and automatic smoke detection
system shall be provided to all core and office areas of the building
designed in accordance with BS5839, protection category L2. The alarm
and detection system shall have the facility to be extended to
accommodate tenant requirements. Fire alarm sounders are provided to
give coverage to the whole of the building based on an open plan basis.
13.4 LIGHTNING PROTECTION
The building shall be provided with its own lightning protection system
designed in accordance with BS6651.
5
88 MILTON PARK HYPOTHETICAL OFFICE SPECIFICATION
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13.5 ACCESS SYSTEM PROVISION
An access conduit system shall be provided from external doors to above
suspended ceiling to all external doors for the installation of a
security system by a future tenant.
14 HEATING, PLUMBING AND VENTILATION
14.1 GAS - GENERAL
2 No low pressure 65mm dia. gas connections shall be provided from the
local supply authority mains to the gas meter enclosures. Both gas
mains rising to serve two gas fired low pressure hot water (LPHW)
'Ideal CXD 70' boilers at roof level in the plant room which provide
hot water distribution (14.4 below) and space heating (14.6 below) and
shall be provided to comply with local gas board regulations.
14.2 WATER - GENERAL
2 No dedicated 35 mm dia. water connection will be provided from the
local supply authority mains to 2 No cold water storage tanks in the
plant room.
14.3 COLD WATER DISTRIBUTION
Cold water distribution within the 2 core areas of toilet/cleaners
accommodation is provided from the storage tanks. Cold water connected
to all sanitary fittings in both core areas.
14.4 HOT WATER DISTRIBUTION
The building shall be provided with four gas fired boilers in the plant
room (as in 14.1 above) capable of serving hot water to all appropriate
sanitary fittings in both core areas and space heating requirements in
all areas. Two hot water systems will be provided with each system
comprising of two gas fired boiler units, pressurisation set, primary
and secondary pipework and hot water treatment equipment located within
the dedicated plant room.
14.5 COOLING
Ceiling mounted localised cooling units with individual condenser
plant mounted externally on flat roof areas. Each cooling unit will
have a wall mounted over-ride controller for manual on/off and
temperature adjustment.
14.6 HEATING
Heating will be provided by gas fired boilers (as at 14.1 above)
feeding pressed steel perimeter panel radiators in all areas.
14.7 VENTILATION
Fresh air will be provided to all open plan office areas by means of
roof mounted packaged air handling units containing filters, heating
and cooling elements and a fan.
6
88 MILTON PARK HYPOTHETICAL OFFICE SPECIFICATION
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The filtered fresh air then being delivered at room temperature to the
space from ceiling mounted grills.
Toilet/cleaners extract ventilation will be provided to serve the cores
by central extract fan units in the plantroom. Supply air shall be
introduced from the adjacent circulation areas. Toilet and cleaners
areas shall be maintained at a negative pressure with respect to
surrounding areas to control migration of odours etc.
Ventilation to the roof plant rooms shall be provided to meet local
authority requirements via louvres in the external walls.
14.8 General
The sanitary and plumbing systems to serve the toilet and cleaner
accommodation shall be designed in accordance with current Codes of
Practice and to suit requirements of local authority.
1 INCOMING SERVICES
Services to be installed to the buildings as follows:-
FOUL AND SURFACE WATER SEWERS - Connected to existing main drainage
system.
ELECTRICITY - Cables to be laid to existing SEB low voltage system.
GAS - Pipes to be laid to British Gas main supply.
BT, MERCURY AND COMTEL - Ducts to be installed for BT, Mercury
Communications and Comtel.
WATER SUPPLY - Pipework to be laid to existing Thames Water mains
supply.
2 EXTERNAL LIGHTING
Lighting to pedestrian access, car parking, utility and amenity space
with low level bollards and 5m columns with amenity luminaires, Thorn
Johanna or similar with 150W high pressure SON lamp in a decorative
housing with a dished reflector above, to achieve average illuminance
of 3-5 Lux.
PART VII
GUARANTEE PROVISIONS
(1). The Guarantor guarantees to the Landlord the due and punctual payment
and performance by the Tenant of all the tenant's obligations and
liabilities under this Lease and shall indemnify the Landlord against
all losses damages costs and expenses arising or incurred by the
Landlord as a result of the non-payment or non-performance of those
obligations or liabilities
(2). The obligations of the Guarantor under this Lease:-
(a) constitute a direct primary and unconditional liability to pay on
demand to the Landlord any sum which the Tenant is liable to pay under
this Lease and to perform on demand by the Landlord any obligation of
the Tenant under this Lease without the need for any recourse on the
part of the Landlord against the Tenant;
2.(b) will not be affected by:
2.(b)1 any time or indulgence granted to the Tenant by the Landlord;
2.(b)2 any legal limitation disability or other circumstances relating to the
Tenant or any irregularity unenforceability or invalidity of any
obligations of the Tenant under this Lease;
2.(b)3 any licence or consent granted to the Tenant or any variation in the
terms of this Lease save as provided in Section 18 of the Landlord and
tenant (Covenants) Act 1995;
2.(b)4 the release of one or more of the parties defined as the Guarantor (if
more than one); or
2.(b)5 any other act omission matter event or thing whereby (but for this
provision) the Guarantor would be exonerated in whole or in part from
the guarantee other than a release by deed given by the Landlord.
(3) So long as this guarantee remains in force the Guarantor shall not:-
3.(a) in the event of any bankruptcy liquidation rehabilitation, moratorium
or other insolvency proceedings relating to the Tenant claim or prove
as creditor in competition with the Landlord; or
3.(b) be entitled to claim or participate in any security held by the
Landlord in respect of the obligations of the Tenant under this Lease;
or
3.(c) exercise any right of set-off against the Tenant
(4). If:-
24
4.(a) the Tenant (being a company) enters into liquidation and the liquidator
disclaims this Lease; or
4.(b) the Tenant (being a company) is dissolved and the Crown disclaims this
Lease; or
4.(c) the Tenant (being an individual) becomes bankrupt and
the trustee in bankruptcy disclaims this Lease; or
4.(d) this Lease is forfeited
then within six months after the disclaimer or forfeiture the
Landlord may require the Guarantor by notice to accept a lease of
the Premises for a term equivalent to the residue which would have
remained of the Term if there had been no disclaimer or forfeiture at
the same rents and subject to the same covenants and conditions
(including those as to the review of rent) as are reserved by and
contained in this Lease
(5). The new lease and the rights and liabilities under it shall take effect
as from the date of the disclaimer or forfeiture and the Guarantor
shall be liable for all payments due under the new lease as from the
date of disclaimer or forfeiture as if the new lease had been granted
on the date of disclaimer or forfeiture.
(6). The Guarantor or his personal representatives shall pay the Landlord's
costs of and accept the new lease and shall execute and deliver to the
Landlord a counterpart of it.
(7). If the Landlord does not require the Guarantor to take a lease of the
Premises the Guarantor shall pay to the Landlord on demand a sum equal
to the rents that would have been payable under this Lease but for the
disclaimer or forfeiture in respect of the period from the date of the
disclaimer or forfeiture until the date which is six months after the
date of the disclaimer or forfeiture or the date on which the Premises
have been re-let by the Landlord whichever first occurs
EXECUTED as a DEED )
by MILTON PARK LIMITED )
acting by:- )
Director
Secretary
25
EXECUTED as a DEED )
by VERTEX PHARMACEUTICALS )
(EUROPE) LIMITED acting by:- )
Director
Secretary
EXECUTED AS A DEED )
by VERTEX PHARMACEUTICALS )
INCORPORATED acting by:- )
26