1.1 In this Lease unless the context otherwise requires the following words and expressions shall have the following meanings:
| drainage water gas electricity telephone and any other services or amenities of like nature; | ||||
| means all buildings structures and other erections whether temporary or permanent that are in the course of being constructed or have already been constructed in on or under the Property; | ||||
| "Conduits" | gutters gullies pipes sewers drains watercourses channels ducts flues wires aerials cables mains cisterns tanks and all other conducting media together with all meters and other apparatus used in connection with them; | |||
| the procedure set out in clause ♦ of the Lease; | ||||
| the Environmental Protection Act 1990 the Environment Act 1995 the Water Resources Act 1991 the Water Industry Act 1991 and any other Law or Laws of a similar nature in force at any time during the Term; | ||||
| all fixtures and fittings in or upon the Property to include plant and machinery lifts boilers central heating air conditioning lighting plumbing sanitary and sprinkler systems [hardware and cabling of computer systems] and any other apparatus from time to time in or upon the Property; | ||||
| (a) an agreement pursuant to Section 1 of the Academies Act 2010 made between (1) the Secretary of State for Education and (2) [name of Academy Trust] [supplemental to a Master Funding Agreement made between the same parties]4; and (b) any replacement or renewal of such agreement between the same parties and in substantially the same form; and (c) any replacement agreement made between the Tenant and the Secretary of State for Education(or the successor government body which assumes his functions for funding educational organisations of the Tenant's kind) and which provides funding for the Tenant in relation to the operation of educational services at the Property; | ||||
| | a Fellow of the Royal Institution of Chartered Surveyors with at least 10 years' experience in valuing properties similar to the Property; | |||
| means (a) during the period that the Project Agreement subsists the Project Insurances and (b) where there is no Project Agreement subsisting fire smoke damage lightning explosion earthquake storm tempest flood subsidence landslip heave impact terrorism bursting or overflowing of water tanks and pipes damage by aircraft and other aerial devices or articles dropped therefrom riot and civil commotion labour disturbance and malicious damage and such other risks as the Tenant insures against from time to time Subject in all cases to any exclusions or limitations as may from time to time be imposed by the insurers or underwriters Provided that if in respect of any period of time the Tenant is unable to effect insurance against any one or more of such risks or upon terms or at a premium which the Tenant considers reasonable then during such period such risk or risks are deemed to be excluded from the definition of "Insured Risks"; | ||||
| "Interest" | interest at the rate of [•] per cent per annum above [•] Bank plc Base Rate for the time being in force (both before and after any judgment) such interest to be compounded with rests on the usual quarter days or if such Base Rate ceases to be published then at the rate of 1 per cent per annum above the rate at which the Landlord could reasonably borrow from time to time; | |||
| land and buildings including the Property [registered at the Land Registry under Title Number [•]] [comprised in the documents set out at Schedule 4]; | ||||
| "Law" | any statute or any order instrument or regulation made under it or any notice or order issued by a government department the legislative making institutions of the European Union minister or local public regulatory or other authority; | |||
| "Lease" | this Lease as varied from time to time together with any other deed document or agreement at any time during the Term amending supplemental or collateral to it; | |||
| means those authorisations in valid form which are necessary lawfully to carry out the demolition of any Buildings including without limitation (1) planning permission and approval of reserved matters; (2) building regulation consents and byelaw approvals; (3) the requirements of all competent authorities regulating the Property and/or its use; (4) all necessary orders for the stopping-up or diversion of highways or footpaths; and (5) the consents of all parties having interests in or rights over the Property who in the absence of such consent could impede the demolition of any Buildings by its lawfully exercising their powers; | ||||
| all present and future rates taxes duties charges assessments impositions and outgoings whatsoever (whether parliamentary local or of any other description including capital or non-recurring and including any novel expenses); | ||||
| means the licence granted to Project Co pursuant to clause ♦ of the Project Agreement; | ||||
| "Plan" | ||||
| the Town and Country Planning Act 1990 the Planning (Listed Buildings and Conservation Areas) Act 1990 the Planning (Hazardous Substances) Act 1990 the Planning (Consequential Provisions) Act 1990 the Planning and Compensation Act 1991 the Planning and Compulsory Purchase Act 2004 and any other Law or Laws of a similar nature in force at any time during the Term; | ||||
| the Occupiers' Liability Act 1957 the Factories Act 1961 the Offices Shops and Railway Premises Act 1963 the Fire Precautions Act 1971 the Defective Premises Act 1972 the Health and Safety at Work etc. Act 1974 the Occupiers' Liability Act 1984 and any other Law or Laws regulating the safety of premises and those occupying or visiting the same in force at any time during the Term; | ||||
| | the President of the Institution of Chartered Surveyors; | |||
| means the agreement between the Landlord, the Tenant and the Department for Education known as the Principal Agreement and dated ♦ | ||||
| ♦ | ||||
| an agreement made between the Landlord (1) and ♦ (2) and dated ♦ relating to the construction and provision of services to various buildings and services on the Property and any variation or renewal of such agreement; | ||||
| the insurance policies set out in the Project Agreement taken out and maintained by the Project Co pursuant to the Project Agreement; | ||||
| "Property" | the property described in [Part 1] Schedule 1; | |||
| the full cost of reinstating the Property including:- (a) temporarily making the Property safe and protecting any adjoining structures; (b) debris removal demolition and site clearance; (c) obtaining planning and any other requisite consents or approvals; (d) complying with the requirements of any Law; (e) architects' surveyors' and other fees incurred by the Tenant in relation to the reinstatement; (f) all construction costs; (g) any VAT chargeable on any of the reinstatement costs (save where the Tenant is able to recover such VAT as an input in relation to supplies made by the Tenant); | ||||
| "Rent" | a peppercorn; | |||
| the adjoining land of the Landlord described in Part 2 Schedule 1;]6 | ||||
| | an agreement made between the Landlord (1) and the Tenant (2) dated ♦ ] | |||
| | the Secretary of State for Education or such other Minister of the Crown who is a successor to such person and who is party to the Funding Agreement with the Academy at the relevant time; | |||
| "Term" | 125 years from and including the Term Commencement Date; | |||
| [•];7 | ||||
| the date of expiration or sooner determination of the Term; | ||||
| "the 1954 Act" | the Landlord and Tenant Act 1954; | |||
| "the 1995 Act" | the Landlord and Tenant (Covenants) Act 1995; | |||
| "VAT" | Value Added Tax or any equivalent tax which may at any time during the Term be imposed in substitution for it or in addition to it and all references to rents or other sums payable by the Tenant are exclusive of VAT. | |||
1.2 In interpreting this Lease:-
1.2.1 references to Clauses pages and Schedules are to Clauses and pages of and Schedules to this Lease unless stated otherwise;
1.2.2 the expression "Landlord" includes the person for the time being entitled to the immediate possession of the Property on the expiry of the Term;
1.2.3 the expression "Tenant" includes the person in whom for the time being the Tenant's interest under this Lease is vested;
1.2.4 where reference is made to a statute this includes all prior and subsequent enactments amendments and modifications relating to that statute and any subordinate legislation made under such statute;
1.2.5 references to a "person" include any individual firm unincorporated association or body corporate and words importing the singular number include the plural number and vice versa and words importing one gender include all genders;
1.2.6 if the Tenant is or are at any time more than one person any reference to the Tenant is deemed to refer to each such person and any obligation on the part of the Tenant takes effect as a joint and several obligation;
1.2.7 any covenant by the Tenant not to carry out any action is to be construed as if it is (where appropriate) additionally a covenant by the Tenant not to permit or suffer such action to be done;
1.2.8 the words "include" and "including" are to be construed without limitation and in construing this Lease the ejusdem generis principle does not apply and general words are not to be given a restrictive meaning because they are followed by particular examples intended to be embraced by the general words;
1.2.9 a reference to an act or omission of the Tenant includes an act or omission of any undertenant and any other person deriving title under the Tenant and includes an act or omission of their respective employees and visitors and anyone at the Landlord's Property with the express or implied authority of any one or more of them;
1.2.10 a reference to the Property includes any part of it except where the word is used in Clause 3.12;
1.2.11 a reference to the end of the Term or to the Termination Date is to the end of the Term however it terminates;
1.2.12 a consent of the Landlord shall be valid if it is either:
(a) given in writing and signed by a person duly authorised on behalf of the Landlord; or
(b) (if required by the Landlord after any request for consent from the Tenant but prior to consent being given) it is by deed; and
if a consent is not by deed it will not affect the Landlord's ability to require that any other consent should be by deed;
1.2.13 any notice given to the Landlord shall not be valid unless it is in writing;
1.2.14 the Landlord is entitled to withhold its consent where it requires the corresponding consent of any mortgagee or superior landlord of the Property until it obtains that consent (and the Landlord shall use all reasonable endeavours to obtain such consent and shall ensure that any charges or superior leases created after the date of this Lease shall contain obligations on the mortgagee or superior landlord not unreasonably to withhold or delay consent in circumstances where the Landlord's consent cannot be unreasonably withheld or delayed under this Lease);
1.2.15 a right of the Landlord or anyone else to have access to or entry upon the Property extends to any superior landlord and any mortgagee of the Landlord's Property and to anyone authorised by the Landlord or any superior landlord or mortgagee including during the period that the Project Agreement subsists Project Co or its successors under the Project Agreement and their servants agents and contractors and includes a right of entry with workmen equipment and materials;
1.2.16 pursuant to the Perpetuities and Accumulations Act 1964 the perpetuity period applicable to this Lease is eighty (80) years from the Term Commencement Date and whenever a future interest is granted it shall vest within that period and if it does not it will be void for remoteness;
1.2.17 the table of contents and headings to Clauses paragraphs and Schedules do not affect the construction of this Lease;
1.2.18 a right granted by the Landlord is granted in common with all other persons entitled to it and/or authorised by the Landlord to exercise it;
1.2.19 a right excepted or reserved to the Landlord is also reserved to any other person entitled to it and/or authorised by the Landlord and during the period that the Project Agreement subsists shall also be exercisable by or on behalf of the Project Co or its successors under the Project Agreement and their servants agents and contractors;
1.2.20 where the Landlord is entitled to enter the Property on giving notice it is also entitled to enter without notice in emergency and may break and enter if it considers it necessary;
1.2.21 nothing entitles the Tenant to enforce any obligation given by anyone to the Landlord;
1.2.22 any person undertaking any obligation under or by virtue of this Lease which is a 'landlord covenant' for the purposes of the 1995 Act does so only in respect of the period of time during which the immediate reversion to this Lease is vested in such person and not further or otherwise;
1.2.23 any works (whether of repair decoration alteration or otherwise) that the Tenant is permitted or obliged to carry out in accordance with this Lease shall be carried out in accordance with good modern practice;
1.2.24 a provision of this Lease which is void or unenforceable shall be severed from all other provisions of this Lease and the remaining provisions shall continue to have effect;
1.2.25 if a provision of this Lease extends beyond the limitations set by any Law or rule of law but if it were not so extended would remain unaffected by the Law or rule of law the provision is deemed to be varied so as not to extend beyond the limitations;
1.2.26 if any matter is referred to arbitration pursuant to this Lease:
(a) it is to be conducted in accordance with the Arbitration Act 1996; and
(b) the arbitrator has no power:
(i) to order rectification setting aside or cancellation of this Lease;
(ii) to direct that the recoverable costs of the arbitration or any parts of the arbitral proceedings will be limited to a specific amount;
(iii) where there are provisions in this Lease for the payment of interest at a specified rate to award interest whether in addition to or in substitution for such interest provisions;
1.2.27 if any matter in this Lease is to be determined by an arbitrator:
(a) he is to be appointed by agreement between the Landlord and the Tenant or at the request and option of either of them is to be nominated by the President;
(b) if he dies delays or declines to act the President may on the application of either the Landlord or the Tenant discharge him and appoint another to act in his place in the same capacity; and
(c) if either the Landlord or the Tenant pays his fees and expenses it may recover the proportion (if any) the other party was obliged to pay from that other party as a debt recoverable on demand;
1.2.28 wherever and to the extent that any provision of this Lease would or might contravene the provisions of section 25 of the1995 Act then:-
(a) such provision is to take effect only in so far as it may do so without contravening section 25 of the 1995 Act (and where such provision extends beyond the limits permitted by section 25 of the 1995 Act that provision is to be varied so as not to extend beyond those limits); and
(b) where such provision is incapable of having any effect without contravening section 25 of the 1995 Act this Lease is to be construed and interpreted as if such provision were deleted; and
(c) the legality validity and enforceability of any of the remaining provisions of this Lease is not in any way to be affected or impaired as a result.
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(iv) 4 These words are only relevant where the Authority and the Academy Trust have an existing Master Funding Agreement in place.
(v) 5 Project specific amendment will be required to refer to numbered plan or plans
(vi) 6 Delete if not applicable.
(vii) 7 Where applicable, it is envisaged that the lease will be granted following expiry of the Defects Liability Period provided for in the D&B Contract.