EXHBIT 10.1
DATED
11
th
October
2007
PETTIFER ESTATES LIMITED (1)
and
BIO-ANALYTICAL SYSTEMS LIMITED (2)
and
BIOANALYTICAL SYSTEMS INC (3)
AGREEMENT FOR LEASE
of
Office B Building 500
Abbey Park, Stoneleigh, Warwickshire
Lodders
Solicitors LLP
Stratford
upon Avon
THIS AGREEMENT is
dated 11
th October
2007 and is made
BETWEEN:
|
(1)
|
PETTIFER ESTATES LIMITED (Company
Number 03834274) whose registered office is at 50 Stratford Road
Shipston-on-Stour Warwickshire CV36 4BA (“
the Landlord ”)
and
|
|
(2)
|
BIO-ANALYTICAL SYSTEMS LIMITED (Company
Number 03581072) whose registered office is at Building 28,
Stoneleigh Deer Park, Kenilworth, CV8 2LQ (
“the Tenant” )
|
|
(3)
|
BIOANALYTICAL SYSTEMS INC of
Purdue Research Park, 2701 Kent Avenue West Lafayette IN47906 USA
(
“the Guarantor” )
|
NOW IT IS HEREBY AGREED as
follows:
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1.1
|
In
this Agreement unless the context otherwise requires:
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| |
(a)
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Words
importing any gender include every gender
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| |
(b)
|
Words
importing the singular number only shall include the plural number
and vice versa
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| |
(c)
|
Words
importing persons include firms companies and corporations and vice
versa
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(d)
|
Any
reference to any statute (whether or not specifically named) shall
include any statutory modification or re-enactment of it for the
time being in force and any order instrument plan regulation
permission and direction made or issued under it or under any
statute replaced by it or deriving validity from it
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(e)
|
References
to clauses schedules and annexures are references to the relevant
clause in or schedule or annexure to this Agreement
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(f)
|
Where
any obligation is undertaken by two or more persons jointly those
persons shall be jointly and severally liable in respect of that
obligation
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(g)
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Any
obligation on the Landlord the Tenant or the Guarantor not to do or
omit to do anything shall be deemed to include an obligation not to
knowingly allow that thing to be done or omitted to be done by any
person under its control
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| |
(h)
|
The
headings to the clauses and schedules shall not affect the
interpretation
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1.2
|
In
this Agreement (including the schedules) unless the context
otherwise requires the following expressions shall have the
following meanings (and the definitions in Schedule 1 Part 1
paragraph 1 shall also apply):
|
“Appointments” means
the appointments of the Professional Team to be entered into in the
form of the appointments attached at
schedule
5 subject
to such amendments as may be reasonably required by the members of
the Professional Team with the Tenant’s approval (not to be
unreasonably withheld or delayed)
“
Architect ”
means Robothams Architecture of The Old Library 12 Church Street
Warwick CV34 4AB or such other reputable firm or person as may from
time to time be appointed in connection with the Landlord’s
Works and approved by the Tenant (such approval not to be
unreasonably withheld or delayed)
“
Building ”
means the building to be constructed as part of the Building Works
and known as Building 500, Abbey Park, Stoneleigh, Warwickshire (to
include the Premises (as defined in the draft Lease) having a
target Net Internal Area of 6,655 square feet and with 24 car
parking spaces)
“
Building Contract ”
means the contract or contracts to be entered into by the Landlord
with the Building Contractor for the Landlord’s Works which
shall be in the form of the JCT Standard Form of Building Contract
with Contractors Design 1998 Edition (as amended by JCT amendments
1: 1999, 2:2000 3:2001 4: 2002 and 5:2003 and with such further
amendments as the Landlord shall reasonably require and as shall be
approved by the Tenant (such approval not to be unreasonably
withheld or delayed) and which shall provide for a defects
liability period of 12 months
“
Building Contractor ”
means such reputable building contractor as the Landlord may from
time to time appoint in connection with the Landlord’s Works
and notify to the Tenant in writing and as approved by the Tenant
such approval not to be unreasonably withheld or
delayed
“Building Works” means
the construction of the Building as part of the Development as
described in the Plans and Specifications
“
Completion Date ”
means the latest of:
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(i) |
the
date 20 Working Days after the Practical Completion Date;
and
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(ii) |
the
date 10 Working Days after delivery to the Tenant’s
Solicitors of an engrossed Lease
|
“
CDM Regulations ”
means The Construction (Design and Management) Regulations 1994 and
any related codes of practice together with any requirements issued
from time to time by the Health and Safety Executive
“Consents” means
all consents licences permissions and approvals whether of a public
or private nature which are relevant in the context of the
Development.
“Development” means
the construction of the Building
“Employer’s Agent” means
P.C.M LIMITED (company
number 03264983) whose registered office is at 50 Stratford Road
Shipston on Stour CV36 4BA or such other reputable firm or person
as the Landlord may from time to time appoint in connection with
the Landlord’s Works and approved by the Tenant (such
approval not to be unreasonably withheld or delayed)
“
Estimated Practical Completion Date ”
means 17
th March
2008 as extended (if at all) under
clause
7
“
Expert ”
means an independent chartered surveyor agreed upon between the
parties or in the absence of agreement appointed on the application
of either party by the President for the time being of the Royal
Institution of Chartered Surveyors or his duly appointed deputy
such person being an independent suitably qualified professional
person (including but not limited to a solicitor a surveyor or
planning counsel) having regard to the subject matter of the
dispute with at least ten years post qualification experience in
commercial property mattes similar to the subject matter of the
dispute.
“Gross External Area” means
the gross external area in square feet measured in accordance with
the Code of Measuring Practice published by the Royal Institution
of Chartered Surveyors (Fifth Edition)
“Group Company” means
a group company of the Tenant as defined in Section 42 of the
Landlord and Tenant Act 1954.
“Landlord’s Fit-Out Works”
means
the works of fitting out performed on behalf of the Tenant by the
Landlord as designed by the Tenant and specified in
Schedule 7
“
Landlord’s Works ”
means the Building Works (subject to
clause 9 )
any Tenant’s Variations and the Landlord’s Fit-Out
Works
“
Lease ”
means the Lease of the Premises to be granted by the Landlord and
accepted by the Tenant which shall be in the form of the draft
attached at
schedule
2 subject
to any alterations made pursuant to this Agreement
“
Licence for Alterations ”
means the licence for alterations to be entered into between the
parties in relation to the Tenants Works and which shall be in the
form of the draft attached at
schedule
3
“
Longstop Date ”
means 16
th March
2009 (as referred to in
clause 5.4 )
“Management Company” means
Abbey (Deer) Park Management Limited (company number
5394746)
“
Minor Defects ”
means any non-structural defects in the Landlord’s Works or
unfinished works which do not materially interfere with the
Tenant’s beneficial use and occupation of the Premises and
which (in either case) would normally appear on a
contractor’s snagging list
“
Necessary Consents ”
means the Planning Permission all relevant planning permissions and
all other building regulation approvals consents licences
permissions and approvals whether of a public or a private nature
which shall be necessary for the carrying out and completion of the
Landlord’s Works or the Tenant’s Works as the case may
be
“
Net Internal Area ”
means the net internal area in square feet measured in accordance
with the Code of Measuring Practice published by the Royal
Institution of Chartered Surveyors (Fifth Edition)
“
Outstanding Works ”
means any landscaping planting and seeding works comprised in the
Landlord’s Works which it would not be appropriate or prudent
to carry out until the next planting season following the Practical
Completion Date
“
Planning Agreement ”
means
the planning agreement dated 24 September 2002 referred to at
clause 2.1.47 of the draft lease
“
Planning Permission ”
means
reserved matters consent reference W04/1229
“
Plans and Specifications ”
means the plans and specifications annexed to this Agreement
at
schedule 6
“
Practical Completion Date ”
means the date certified by the Employer’s Agent as such in
the Statement of Practical Completion relating to the
Landlord’s Works
“
Premises ”
has the meaning attributed to it by the Lease
“
Professional Team ”
means the Architect and the Structural Engineer
“Property” means
land and buildings known as North and South Deer Parks Stoneleigh
Warwickshire registered at the Land Registry with title number
WK351452
“
Rent Commencement Date ”
means the date 6 months after the Practical Completion
Date
“Stipulated Rate” means
the rate per annum of three percent above the base rate from time
to time of Barclays Bank plc (or where such base rate is not quoted
such other rate as would in the reasonable opinion of the Landlord
be the nearest equivalent thereto if such base rate were
quoted
“
Statement of Practical Completion ”
means the Statement of Practical Completion issued by the
Employer’s Agent in accordance with
clause 9 and
relating to the Landlord’s Works
“
Structural Engineer ”
means
Cox Turner Morse Limited (company
number 02158827) whose registered office is at Waterlinks House
Richard Street Aston Birmingham B& 4AA or such other reputable
firm of structural engineers as may from time to time be appointed
in relation to the Landlord’s Works and approved by the
Tenant (such approval not to be unreasonably withheld or
delayed)
“
Tenant’s Delays ”
means such period of time as may be reasonable in respect of any
delay in the carrying out of the Landlord’s Works arising
from or incidental to any Tenant’s Variations requested by
the Tenant pursuant to
clause 7
whether or not such Tenant’s Variations are actually carried
out or any defects in the design of the Landlord’s Fit-Out
Works which result in them not being capable of being readily
incorporated into the Landlord’s Works in a timely manner or
any failure by the Tenant to promptly provide further information
design input or approvals in relation to the Landlord’s
Fit-Out Works where requested pursuant to
clause 12
"
Tenant's Representative "
means Bryan Green of Bioanalytical Limited and Mike Sutton of CB
Richard Ellis, Cornwall Court, Cornwall Street, Birmingham, B3 2DT
or such other person as the Tenant may from time to time appoint to
act as its representative in relation to this
Agreement
“Tenant’s Variations”
means such works as the Landlord may be obliged to carry out in
addition to or omit from the Landlord’s Works at the cost of
the Tenant under
clause
7
“Tenant’s Works” means
that part of the Tenant’s fitting out works at the Premises
so described in the specification annexed at
schedule 8
“VAT” means
value added tax chargeable pursuant to the Value Added Tax Act 1994
or any tax of a similar nature that may be substituted for it or
levied in addition to it
“
Warranties ”
means the warranties by the Building Contractor and the
Professional Team to be entered into in favour of the Tenant
pursuant to
clause 4 in
the form of the warranties attached at
schedule
4 subject
to such amendments as may be reasonably requested by members of the
Professional Team and approved by the Tenant (such approval not to
be unreasonably withheld or delayed)
“
Working Day ”
means any day except Saturday Sunday and bank or other public
holidays in England
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2
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The Tenant’s Representative
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2.1
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The
Tenant may appoint the Tenant's Representative to carry out such of
the functions of the Tenant under this Agreement as the Tenant in
its absolute discretion may determine and which are to be notified
by the Tenant to the Landlord from time to time
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2.2
|
The
Landlord shall be entitled to treat all communications, directions,
representations of the Tenant's Representative as communications
directions and representations of the Tenant, and the Landlord
shall direct all communications to the Tenant through the Tenant's
Representative other than under
clause 18 or
where specifically directed otherwise in writing by the
Tenant
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3
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Landlord’s Building Obligation
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3.1
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The
Landlord shall as soon as reasonably practicable after the date
hereof and at its own expense diligently carry out or procure the
carrying out of the Landlord’s Works and shall complete them
in a good and workmanlike manner in accordance with good building
practice and using all reasonable skill, care and attention and
using only new suitable good quality materials and in accordance
with:
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(a)
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all
Necessary Consents;
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(b)
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all
statutes from time to time in force which affect the
Landlord’s Works;
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(c)
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the
terms of this Agreement;
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(d)
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all
relevant British Standards and Codes of Practice from time to time
in force unless otherwise agreed or unless otherwise provided in
the Plans and Specifications;
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(e)
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the
Plans and Specifications.
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3.2
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In
relation to the Landlord’s Works the Landlord
shall:
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(a)
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at
its own cost obtain as soon as requisite all Necessary Consents and
shall give all notices required to be given by statute or
otherwise
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(b)
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not
use or specify and shall procure that there are not used or
specified any products or materials not conforming to all relevant
British Standards and Codes of Practice now in force or which at
the time of use are widely known to builders or consultants of the
relevant discipline within Britain to be deleterious to health and
safety or to the durability of buildings and/or other structures in
the particular circumstances in which they are used (in any such
case unless otherwise agreed or unless otherwise provided in the
Plans and Specifications) and in the event the Landlord becomes
aware that any non-conforming products or materials or goods have
been or are being used or specified for use or are proposed to be
used in the Landlord's Works the Landlord shall immediately notify
the Tenant and shall take such steps as are necessary to prevent
further use or specification of such products or
materials
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3.3
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The
Landlord shall enter into the Building Contract and (insofar as it
shall not have done so before then) each of the Appointments as
soon as reasonably practicable after the date hereof and shall use
all reasonable endeavours to procure that during the carrying out
of the Landlord's Works that the Contractor and the Professional
Team are continuously appointed and given prompt and adequate
instructions in accordance with the terms of the Building Contract
or Appointments (as the case may be)
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3.4
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The
Landlord shall at its expense provide or procure the provision to
the Tenant of certified copies of the Building Contract and each
Appointment promptly following such being entered into and in any
event on or before the Completion Date
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3.5
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The
Landlord will take all reasonable steps to ensure the due
performance and observance of the duties and obligations on the
part of the Building Contractor under the Building
Contract
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3.6
|
Insofar
as failure to do so would materially affect the rights of the
Tenant under the Warranties, the Landlord will comply with its
obligations to the Building Contractor and the Professional Team
respectively under the Building Contract and the
Appointments
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3.7
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The
Landlord shall not make any alteration in the terms of the Building
Contract or the Appointments or agree to any release of the
Contractor or any member of the Professional Team which would in
either case adversely affect rights of the Tenant under the
Warranties Provided that this clause 3.7 shall not prevent the
Landlord from determining the employment of the Building Contractor
or the appointment of any member of the Professional Team where the
Landlord is otherwise entitled to do so
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3.8
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No
approval or inspection or testing by or on behalf of the Tenant
shall in any way relieve the Landlord or the Building Contractor or
the members of the Professional Team (or any one or more of them)
from their respective obligations in respect of the design
supervision and execution of the construction of the
Landlord’s Works
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| 3.9 |
Provided
that the Tenant shall have first paid to the Landlord an agreed sum
being a maximum of £278,452.00 the Landlord will procure that
the Landlord’s Fit-Out Works are carried out and completed as
part of the Landlord’s Works in accordance with the relevant
provisions of this Agreement |
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4.1
|
The
Landlord shall on or before the Completion Date procure that the
duly executed Warranties are delivered unconditionally to the
Tenant from the Building Contractor and each member of the
Professional Team together with up to date professional indemnity
insurance details in respect of each such warrantor
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4.2
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Notwithstanding
anything else contained in this Agreement the Tenant may (but shall
not be obliged to) delay completion of the Lease until the
Warranties have been provided to it (but for the avoidance of doubt
this
clause 4.2 shall
not entitle the Tenant to delay completion of the Lease on the
grounds that any evidence of professional indemnity cover for such
warrantors is outstanding)
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4.3
|
If
any replacement Building Contractor or member of the Professional
Team is appointed in connection with the Landlord's Works after the
delivery of the Warranties to the Tenant pursuant to clause 4.1,
the Landlord shall procure that in relation to such replacement
that there is delivered to the Tenant as soon as reasonably
practicable after such replacement appointment:
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(a)
|
a
certified copy of the Building Contract or its Appointment (as
appropriate); and
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(b)
|
a
duly executed Warranty
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4.4
|
To
the extent that the Landlord secures a parent company guarantee of
the Building Contractor’s obligations under the Building
Contract the Landlord shall (in addition to procuring a Warranty
from the Building Contractor in favour of the Tenant) procure that
such parent company enters into a guarantee of the Warranty in
favour of the Tenant such guarantee to be in the form contained at
schedule 4
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5.1
|
The
Landlord will use all reasonable endeavours to procure that the
Practical Completion Date occurs on or before the Estimated
Practical Completion Date PROVIDED THAT the Estimated Practical
Completion Date shall be extended by such period or periods (if
any) as may be properly certified by the Employer’s Agent to
be due to any Tenant’s Delays or to any act or omission of
the Tenant or those for whom the Tenant is responsible (including
without prejudice to the generality of the foregoing its
professional consultants and contractors) in any such case whether
arising before or after the Estimated Practical Completion Date and
such extensions shall run consecutively or concurrently as may be
fair and reasonable in the circumstances
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5.2
|
The
Landlord shall keep the Tenant informed of any variations to the
Estimated Practical Completion Date
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5.3
|
If
the Practical Completion Date has not occurred for whatever reason
by the Longstop Date then the Tenant may at any time thereafter
(but not after the Practical Completion Date has occurred) by
notice in writing to the Landlord terminate this Agreement and any
such termination shall be without prejudice to any rights which any
party to this Agreement may have against any other party in respect
of any prior breaches of this Agreement or in respect of any sums
payable hereunder down to the date of termination and the Tenant
shall forthwith cancel any entry it may have made at the Land
Registry to protect this Agreement and (save where the Practical
Completion Date has not occurred due to any Tenant’s Delays
or to any act or omission of the Tenant or those for when the
Tenant is responsible (including without prejudice to the
generality of the foregoing its professional consultants and
contractors)) the Landlord shall promptly reimburse to the Tenant
the cost of any Tenant’s Variations which have been paid for
by the Tenant pursuant to provisions of clause 7 and the cost of
any Tenant’s Works which have been carried out and paid for
by the Tenant pursuant to the terms of this Agreement together with
the monies paid in accordance with clause 3.9
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5.4
|
If
the Practical Completion Date has not occurred by the Longstop Date
for any reason other than default on the part of the Landlord then
the Landlord may at any time thereafter (but not after the
Practical Completion Date has occurred) by notice in writing to the
Tenant terminate this Agreement and any such termination shall be
without prejudice to any rights which any party to this Agreement
may have against any other party in respect of any prior breaches
of this Agreement or in respect of any sums payable hereunder down
to the date of termination and the Tenant shall forthwith cancel
any entry it may have made at the Land Registry to protect this
Agreement and (save where the Practical Completion Date has not
occurred due to any Tenant’s Delays or to any act or omission
of the Tenant or those for when the Tenant is responsible
(including without prejudice to the generality of the foregoing its
professional consultants and contractors)) the Landlord shall
promptly reimburse to the Tenant the cost of any Tenant’s
Variations which have been paid for by the Tenant pursuant to
provisions of clause 7 and the cost of any Tenant’s Works
which have been carried out and paid for by the Tenant pursuant to
the terms of this Agreement together with the monies paid in
accordance with clause 3.9
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| 6.1 |
The
Landlord shall not make any variation or omissions to the Building
Works without the prior written consent of the Tenant
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| 6.2 |
The
Landlord may vary or make omissions from the Landlord’s Works
not comprising the Building Works Provided that where such
variation or addition will have a material adverse effect upon the
Premises (including the Net Internal Area) or the Tenant's use and
enjoyment of them the Landlord shall first obtain the written
consent of the Tenant (which shall not be unreasonably withheld or
delayed where reasonable and proper provisions are made to meet the
Tenant’s concerns)
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| 6.3 |
Notwithstanding
clauses 6.1 and 6.2 the
Landlord may without any consent from the Tenant make variations or
omissions to the Landlord’s Works where:
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(a)
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the
variations or additions are required in order to comply with any
statutes; and/or
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(b)
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the
variations involve the substitution of materials where any
materials specified in the Plans and Specification cannot be
obtained or if their delivery at the appropriate time or at
reasonable cost cannot be guaranteed and such alternative materials
are of equivalent or superior standard and appearance;
and/or
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(c)
|
the
variations are insubstantial or immaterial and of a routine nature
Provided that such variations or additions referred to in
this
clause 6.3(c) will
not result in any of the following:
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|
(i) |
there
will be no effect on the intended Net Internal Area of the
Premises
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|
(ii) |
there
will still be 24 car parking spaces provided for the
Premises
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|
(iii) |
there
will be no material effect on the external appearance of the
Building
|
|
(iv) |
there
will be no breach of statutory requirements
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6.4
|
In
any case where the Tenant’s consent is required to any
proposed variation or addition to the Landlord’s
Works:
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(a)
|
the
Landlord shall serve written notice on the Tenant detailing the
proposed variation and requesting the Tenant’s consent to
such variation
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(b)
|
the
Tenant shall serve a counternotice within 7 Working Days of receipt
of such notice consenting to such variation or detailing the
Tenant’s reasons for not consenting to such variation
and
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(c)
|
in
the event that the Tenant fails to serve such counternotice within
7 Working Days (in relation to which time shall be of the essence)
the Tenant shall be deemed to approve such variation
|
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6.5
|
The
Landlord shall procure that a copy of every instruction variation
order certificate and other instrument relating to the Building
Works and issued by the Employer's Agent pursuant to the Building
Contract is promptly supplied to the Tenant
|
| 7.1 |
If
the Tenant wishes to request any variations or omissions to be made
to the Building Works in so far as they relate to the Premises or
the Landlord’s Fit-Out Works the Tenant shall deliver to the
Landlord for approval a written application specifying the proposed
variation or omission and the following provisions of this
clause 7 shall
apply
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| 7.2 |
The
Landlord shall not unreasonably withhold consent to any written
application made by the Tenant pursuant to clause 7.1 for a
variation or omission to the Building Works in so far as they
relate to the Premises or the Landlord’s Fit-Out
Works
|
| 7.3 |
If
the proposed variations or omissions are approved by the Landlord
the Landlord shall as soon as practicable thereafter procure the
preparation and the delivery to the Tenant of such amended drawings
and other documents as may be necessary to enable the Tenant to
decide whether to proceed with such variation or omission and a
reasonably detailed elemental breakdown and binding quote from the
Building Contractor of the costs thereof (which will also include
details (separately itemised) of the reasonable fees payable to
members of the Professional Team in connection with such omissions
or variations) but making due allowance (and in respect of which an
elemental breakdown shall be provided) for all costs saved by the
Landlord in the cost of the Building Works by reason of such
omissions or variations, together with details of whether it is
likely that incorporating such omissions or variations into the
Landlord’s Works shall reasonably delay the Estimated
Practical Completion Date
|
| 7.4 |
If
the Tenant wishes such variation or omission to be made it shall
within ten Working Days of receipt of such drawings documents and
estimate notify the Landlord in writing of its acceptance and
promptly thereafter the Landlord shall procure that such variations
or omissions are incorporated into the Building Works and carried
out in the manner required by this Agreement
|
| 7.5 |
Whether
or not such Tenant’s Variations are made the Tenant shall
within ten Working Days of written demand pay to the Landlord the
amount of all reasonable and proper costs fees and expenses
incurred (other than by the Landlord) in connection with the
preparation of such drawings documents and estimate
|
| 7.6 |
The
cost of the Tenant's Variations shall be certified monthly by the
Employer's Agent as the Tenant's Variations proceed and the Tenant
shall pay the amount stated in such certificate within 10 Working
Days of such certificate being delivered to the Tenant Provided
always that the amount payable hereunder shall not exceed the cost
of the Tenant’s Variations in question as specified in the
quote delivered by the Building Contracts or pursuant to clause
7.3.
|
| 7.7 |
As
soon as reasonably practicable after the Practical Completion Date
the Landlord shall procure that the Employer's Agent produces a
final account itemising the costs notified and agreed (including
any allowance) pursuant to this
clause 7 relating
to all Tenant's Variations and shall forward the same to the Tenant
and within 10 Working Days of receipt of such final account the
Tenant shall (subject to the proviso to
clause 7.6 )
pay any balance owing to the Landlord and in the event that such
final account shall show a balance due to the Tenant the Landlord
shall repay such excess to the Tenant within 10 Working Days of
production of the final account
|
| 8 |
Site Visits by and Supply of Information to the
Tenant
|
|
8.1
|
The
Landlord shall arrange (at intervals agreed with the Tenant but not
less frequently than monthly) project and site meetings (and of
which the Tenant shall be given notice and be entitled to attend)
to discuss the progress of the Landlord's Works at which
appropriate representatives of the Landlord, the Building
Contractor and the Professional Team shall be present and copies of
the minutes of such meetings shall be provided to the Tenant
promptly after such meetings and the Tenant shall be entitled to
make representations at such meetings and the minutes of such
meetings shall record any representations made by the
Tenant
|
|
8.2
|
The
Landlord shall give reasonable prior notice to the Tenant (being
not less than 3 Working Days) of all other site meetings at which
the Tenant shall be entitled to attend and will in any event
promptly provide the Tenant with copies of any minutes of site
meetings
|
|
8.3
|
The
Landlord shall take proper account of (but shall not be bound by)
any representations made by or on behalf of the Tenant in
connection with the Landlord’s Works and the progress thereof
considered during such meetings Provided that nothing in this
clause shall interfere in any way with the rights and obligations
of the Landlord under the Building Contract
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8.4
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The
Landlord shall until the Practical Completion Date permit the
Tenant and other persons authorised by it at their own risk and
subject to the Tenant making good any damage caused by such parties
(which the Tenant covenants to do) at such intervals as may from
time to time be reasonable subject to first reporting to the
Building Contractor and to complying with the proper requirements
of the Building Contractor as to numbers safety or otherwise to
enter onto the Premises (accompanied by a representative of the
Landlord if the Landlord shall so require) to view the progress and
state of the Landlord’s Works and the materials used or
intended for use in them and to prepare drawings for the
Tenant’s Works (but so that the persons so entering shall not
interfere with the progress of the Landlord’s Works and shall
address any comments to the Landlord or the Employer’s Agent
and not to the Building Contractor or any member of the
Professional Team)
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8.5
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As
a result of any such inspections the Tenant shall be entitled (but
not obliged) to make representations regarding th
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