AGREEMENT FOR LEASE
20[ ]
(1) TINGDENE MARINAS LIMITED and
(2) [ ] AGREEMENT FOR LEASE relating to Plot [ ] Racecourse Marina Windsor SL4 5HT
1st Floor
Witan Gate House 500-600 Witan Gate West Milton Keynes Buckinghamshire MK9 1SH Ref: LBW.M-00730982
THIS AGREEMENT is made on 20[ ]
BETWEEN:
1. TINGDENE MARINAS LIMITED a company incorporated in England and Wales (company number 5426942) whose registered office is at Bradfield Road, Finedon Road Industrial Estate, Wellingborough, Northamptonshire NN8 4HB (the “Landlord”); and
2. [NAME], [of][a company incorporated in England and Wales (company number [ ]) whose registered office is at] [ ] (the “Tenant”).
The parties agree as follows:
1 DEFINITIONS
In this Agreement, unless the context otherwise requires, the following definitions apply:
“Access Date” the later of: (a) the date of this Agreement; and (b) the date upon which the Tenant is permitted to take occupation of the Property pursuant to clause 6.1;
“Completion” the completion of the grant of the Lease in accordance with the terms of this Agreement;
“Completion Date” the date 10 Working Days following Practical Completion;
“Contractor” the building contractor appointed by the Tenant to carry out the Tenant’s Works which, prior to such appointment, has been approved by the Landlord;
“Contract Rate” three per cent (3%) above the base rate from time to time of The Royal Bank of Scotland plc (or such other clearing bank as the Landlord shall notify to the Tenant in writing) calculated on a daily basis;
“Deposit” [ ] pounds (£[ ]);
“Enactment” every Act of Parliament directive and regulation and all subordinate legislation which at the relevant time has legal effect in England and Wales;
“Lease” a lease of the Property in the agreed form attached to this Agreement as Appendix 2;
“Longstop Date” [ ]1;
“Practical Completion” means that practical completion of the Tenant’s Works has occurred in that: 1 Suggest 12 months following exchange.
(a) the Lodge has been assembled;
(b) the Lodge and other goods that form part of the Lodge (e.g. white goods) have been installed;
(c) all relevant regulatory certificates have been obtained;
(d) the Lodge has been connected to all available utility services;
“Premium” [ ] pounds £[ ];
“Property” all the plot numbered [ ] situated on the Marina Lodge Development which is shown edged red on the plan annexed to this Agreement and more particularly defined in the Lease;
“Requisite Consents” all such licences, consents, permissions and approvals as may be required to enable the Tenant lawfully to commence and to carry out the Tenant’s Works;
“Standard Conditions” the Standard Commercial Property Conditions (Second Edition); “Tenant’s Specification” the specification, plans and drawings relating to the Tenant’s Works attached to this Agreement as Appendix 1;
“Tenant’s Works” the works for the erection of a Lodge on the Property to be carried out by or on behalf of the Tenant in accordance with this Agreement as detailed in the Tenant’s Specification;
“VAT” value added tax as provided for in the Value Added Tax Act 1994 or any similar tax replacing or introduced in addition to it;
“Yearly Rent” the yearly rent to be paid to the Landlord in accordance with clause 3.1 of the Lease.
2 INTERPRETATION
2.1 Unless this Agreement states otherwise references to specific Enactment includes every modification, consolidation and re-enactment and extension of it for the time being in force;
2.2 The clause headings in this Agreement are for reference only and shall not affect its construction or interpretation.
2.3
2.4
Where any party to this Agreement comprises more than one person, the obligations and liabilities of that party under this Agreement shall be joint and several obligations and liabilities of those persons.
Unless the context requires otherwise, the words “include” and “including” shall be deemed to be followed by the words “without limitation”.
3 ADDITIONAL DEFINITION FROM LEASE
In this Agreement the following expressions shall have the same meaning as in the Lease unless the context otherwise requires: Lodge, Maintenance Charge, Marina, Marina Lodge Development and Term Commencement Date.
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4 DEPOSIT
4.1 The Tenant shall pay the Deposit to the Landlord on the date of this Agreement.
4.2 The Landlord shall hold the Deposit as stakeholder on terms that on Completion it is paid to the Landlord.
5 TENANT’S WORKS
5.1 The Tenant shall procure that the Contractor carries out and completes the Tenant’s Works:
5.1.1 as expeditiously as possible following the Access Date;
5.1.2 in a good and workmanlike manner and in accordance with good building practice and the terms of any Requisite Consents and in accordance with all statutory requirements, and the recommendations and requirements of the fire officer;
5.1.3 with good and substantial materials of their respective kinds in accordance with the Tenant’s Specification;
5.1.4 in accordance with the reasonable requirements of the Landlord as to the mode of carrying out the Tenant’s Works;
5.1.5 without causing any legal nuisance or damage to the Landlord or the owners or occupiers of the Marina or any adjoining or neighbouring premises; and
5.1.6 to the reasonable satisfaction of the Landlord.
5.2 The Landlord shall from time to time on reasonable prior notice be entitled to enter the Property in order to inspect and examine the progress in carrying out the Tenant’s Works.
5.3 The Tenant shall within 2 Working Days of Practical Completion advise the Landlord in writing that the Tenant’s Works are practically complete.
6 OCCUPATION BY THE TENANT
6.1 The Landlord shall within 5 Working Days of written request from the Tenant allow the Tenant and the Contractor to occupy the Property before Completion in order to start the Tenant’s Works on the terms set out in the remainder of this clause 6
6.2 The Tenant shall occupy as a licensee only and not as tenant.
6.3 The licence to occupy shall be for the period commencing on the Access Date and ending on the earliest of:
6.3.1 the Completion Date;
6.3.2 rescission or termination of this Agreement;
6.3.3 service of notice by the Landlord of any breach of the Tenant's obligations under this licence
6.4 During the period of the licence to occupy the Tenant shall be subject to the same exceptions, reservations, covenants, conditions and other provisions contained in the Lease so far as they are not inconsistent with this licence to occupy.
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6.5 Notwithstanding clause 6.4 the Tenant shall not be obliged to pay the Yearly Rent or a licence fee equally to the Yearly Rent nor pay to the Landlord any Maintenance Charge and other monies in respect of the Property which would be payable by the Tenant if the Lease had been granted.
6.6 The licence to occupy is personal to the Tenant and the Tenant shall not assign the benefit of it or part with or share the possession or occupation of the Property or any part of the Property.
6.7 The Landlord and the Tenant agree that:
6.7.1 the Landlord shall have and be entitled to all available remedies for breach of any of the covenants or agreements on the part of the Tenant as if the Lease had actually been granted, but this shall not affect the application of clause 6.7.2;
6.7.2 this licence to occupy shall not be deemed to operate as a demise of the Property, nor shall the Tenant have or be entitled to any estate, right, title or interest in the Property
7 GRANT OF LEASE
7.1 On the Completion Date the Landlord will grant the Lease for the Premium and the Tenant will accept the Lease and will pay in accordance with the provisions of this Agreement:
7.1.1 the Premium (less the Deposit); and
7.1.2 the Yearly Rent for the period commencing on the Completion Date and expiring on 31 December next following.
7.2 Following receipt of the Tenant’s notice served pursuant to clause 5.3 the Landlord shall engross the Lease and the counterpart of it and shall send the counterpart to the Tenant.
7.3 The Tenant shall deliver the counterpart to the Landlord, executed by the Tenant within 5 Working Days of receipt
8 COMPLETION
8.1 Completion is conditional upon Practical Completion occurring on or before the Longstop Date.
8.2 In the event that Practical Completion has not occurred by the Longstop Date then:
8.2.1 either the Landlord or the Tenant may terminate this Agreement on written notice to the other, such notice to take effect on the date of service on the other party; and
8.2.2 termination of this Agreement pursuant to this clause shall be without prejudice to any rights which may have accrued for the benefit of either party against the other
8.3 Completion of the Lease shall take place on the Completion Date.
8.4 On Completion the Tenant shall pay to the Landlord any sums due under this Agreement or under the terms of the Lease.
9 TITLE
The title to the Property is registered at HM Land Registry with title absolute under Title Number BK430824
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10 VACANT POSSESSION
Vacant possession of the Property shall be given to the Tenant on the Completion Date.
11 RESTRICTIONS ON SUBSALE AND ASSIGNMENT
11.1 This Agreement is personal to the Tenant and the Tenant shall not assign, underlet, charge or otherwise deal with the benefit of this Agreement whether in whole or in part.
11.2 The Landlord shall not be obliged to grant the Lease to anyone other than the Tenant.
11.3 Pending completion of the Lease this Agreement shall not operate or be deemed to operate as a demise of the Property.
12 VAT
12.1 All monies payable under this Agreement are exclusive of VAT and any obligation to pay money includes and an obligation to pay any VAT chargeable in respect of that payment.
12.2 When a taxable supply for VAT purposes is made under this Agreement, a valid VAT invoice shall be issued in respect of that supply.
12.3 Any VAT payable under this Agreement shall be paid at the same time and in the same manner as the taxable supply to which it relates.
13 INDEMNITY
The Tenant shall indemnify the Landlord without set-off, counterclaim or any other deduction whatsoever from and against all action, proceeds, costs, claims, demands, losses, expenses, damages and liabilities whatsoever arising as a result of the Tenant failing to observe and perform its obligations in this Agreement.
14 DISPUTE RESOLUTION
If any dispute arises between the Landlord and the Tenant under or in connection with this Agreement, it shall be determined by an arbitrator in accordance with the Arbitration Act 1996
15 TERMINATION
In addition to the right to terminate this Agreement in clause 8.2, the Landlord and the Tenant will be entitled to terminate this Agreement by serving written notice on the other if:
15.1 the other party breaches a material term of this Agreement and either;
15.1.1 that breach is incapable of remedy; or
15.1.2 that breach is capable of remedy and the other party does not remedy the breach within 20 Working Days of a written notice from the other party requiring the breach to be remedied;
15.2 anything occurs in relation to the other party which, had the Lease been granted, would entitle the Landlord to exercise its right of re-entry under the Lease.
16 EFFECT OF TERMINATION
If this Agreement is terminated before the grant of the Lease:
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16.1 it will not prejudice the rights of the parties in respect of any breach of this Agreement outstanding at the date this Agreement is terminated;
16.2 if it has started the Tenant’s Works, the Tenant shall (if reasonably requested to do so by the Landlord) reinstate the Property to the state and condition in which the Tenant received it;
16.3 the Landlord shall return the Deposit to the Tenant provided that where the Landlord terminates this Agreement pursuant to clause 15 due to the Tenant’s breach, the Landlord may forfeit and keep the Deposit.
16.4 except in relation to this clause 16, neither the Landlord or the Tenant will be under any future liability to the other under this Agreement.
17 STANDARD CONDITIONS
The Standard Conditions are incorporated into this Agreement in so far as they are applicable to the grant of a lease provided that where there is any inconsistency between the Standard Conditions and the other provisions of this Agreement, the other provisions of this Agreement shall prevail.
18 LATE PAYMENT
Any sum due from the Tenant to the Landlord under this Agreement which is not paid when it is due shall (together with any VAT applicable to it) bear interest at the Contract Rate after as well as before judgment for the period from and including the date when it fell due to and including the date of actual payment and that interest is payable at the same time as the payment to which it relates.
19 ENTIRE AGREEMENT
This Agreement constitutes the entire contract between the Landlord and the Tenant. It may only be varied by the parties or their solicitors (with their authority) in writing by specific reference to this clause, stating that this Agreement is varied in the manner specified.
20 GENERAL
20.1
This Agreement and any claim or matter arising under or in connection with it shall be governed by and construed in accordance with the law of England and Wales.
20.2 The parties irrevocably agree that the Courts of England and Wales shall have exclusive jurisdiction over any claim or matter arising under or in connection with this Agreement.
20.3 If any of the provisions of this Agreement remain to be complied with at Completion this Agreement shall continue in full force and effect notwithstanding Completion.
20.4 A person who is not a party to this Agreement shall not have any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.
IN WITNESS of which the parties have signed this Agreement on the date stated at the beginning of this Agreement.
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SIGNED by [ ] duly authorised for and on behalf of the Landlord
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