18 more pages of the Wirral Council Schools PFI contract including the Bebington High headlease

Wirral Council has a Schools PFI contract with Wirral Schools Services Limited. The contract is very long, too long to fit in one blog post.

The first 17 pages of the contract have been previously published here, followed by the next 6 pages and the next 38 pages of the mammoth contract here.

What I scanned in today was part of one of the schedules about land. Included below is the Bebington headlease along with the index page for the schedules.

CONFORMED COPY

SCHEDULES VOLUME 1

(SCHEDULES 1-3)

CONFORMED COPY

INDEX OF SCHEDULES

SCHEDULE 1

LAND

Part 1

Bebington Headlease

DATED                2001

(1) WIRRAL BOROUGH COUNCIL

(2) WIRRAL SCHOOLS SERVICES LIMITED

HEADLEASE

-of-

Bebington High School, Bebington Road

Bebington, Merseyside

THIS LEASE IS A NEW TENANCY FOR THE

PURPOSES OF THE LANDLORD AND TENANT

(COVENANTS) ACT 1995

ROWE & MAW

20 Black Friars Lane

London EC4V 6HD

Tel: 020 7248 4282

Fax: 020 7248 2009

Ref: 709/476/27909.00001

CONTENTS

THIS LEASE made the        day of        2001

BETWEEN:

WIRRAL BOROUGH COUNCIL of Town Hall, Brighton Street, Wallasey, Wirral, Merseyside, CH44 8ED (the “Landlord”); and

WIRRAL SCHOOLS SERVICES LIMITED having its registered office at Frogmore Park, Watton-at-Stone, Hertfordshire SG14 3RU (registration number 4115637) (the “Tenant”).

WITNESSES as follows:

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

In this lease the following expressions have the respective specified meanings (subject to any particular interpretation required by clause 1.2):

“Adjoining Premises” means any land or buildings neighbouring or adjoining or adjacent to the Premises;

“Buildings” means the buildings now or hereafter during the Term at the Premises and “Building” means any one of them;

“Permitted Use” means use of the Premises to comply with the obligations and exercise the rights of the Tenant under the Project Agreement;

“Perpetuity Period” means the period of eighty years from the date hereof which is the perpetuity period applicable to this lease;

“Plan” means the plan attached hereto;

“Premises” means the Premises described in Schedule 1;

“Project Agreement” means the agreement entitled Project Agreement made between (1) the Landlord and (2) the Tenant dated                              and as varied from time to time under Clause 32 thereof or supplemented or any other agreement superseding that agreement or substituted for that agreement and in either case expressed to be made subsequent to it;

“Rent” means a peppercorn, if demanded, per annum;

“Service Media” means all sewers drains pipes gullies gutters ducts mains channels wires cables conduits flues and any other conducting media;

“Services” means soil water electricity gas compressed air telecommunications signals and other liquids gasses or signals capable of passing along or through Service Media; and

“Term” means a term of 30 years from and including the date hereof subject to the provisions for the prior determination of the Term hereinafter contained;

1.2 Interpretation

(1) Words importing the singular include the plural and vice versa and words importing one gender shall include both genders.

(2) Where a party comprises more than one person covenants and obligations of that party take effect as joint and several covenants and obligations.

(3) A covenant by the Tenant not to do (or omit) any act or thing also operates as a covenant not knowingly to permit or suffer it to be done (or omitted) and to prevent (or as the case may be to require) it being done.

(4) References in this lease to:

(a) any clause sub-clause schedule or paragraph is a reference to the relevant clause sub-clause schedule or paragraph of this lease and clause and schedule headings shall not affect the construction of this lease;

(b) the Premises shall be construed as extending to any part of the Premises and shall include all and each and every part of any:

(i) Buildings from time to time thereon;

(ii) Service Media within the Premises and exclusively serving the Premises;

(iii) additions alterations and improvements thereto; and

(iv) Landlord’s fixtures and fittings therein;

(c) any statute (whether generally or specifically) shall include all derivative instruments orders regulations and in each case any re-enactment or modification thereof from time to time.

2. DEMISE AND RENTS

Subject to compliance by the Tenant with its obligations under the Project Agreement the Landlord DEMISES unto the Tenant ALL THAT the Premises TOGETHER WITH the easements and rights (in common with the Landlord and all others with its authority or otherwise from time to time entitled thereto) specified in Schedule 2 which shall enure for the benefit of the Tenant and all those expressly authorised by the Tenant EXCEPT AND RESERVING to the Landlord and all other persons from time to time entitled to the rights mentioned in Schedule 3 TO HOLD the Premises unto the Tenant for the Term SUBJECT to:

(a) the provisions contained or referred to and rights granted to any party in the documents specified in schedule 4 insofar as they relate to the Premises;

YIELDING AND PAYING therefor during the Term to the Landlord the Rent payable annually in advance the first payments being made on the date hereof.

3. TENANT’S COVENANTS

The Tenant COVENANTS with the Landlord:

3.1 Pay rent

To pay the Rent without deduction set-off or counterclaim at the times and in the manner aforesaid.

3.2 Use

Not to use the Premises for anything other than the Permitted Use.

3.3 Easements

(1) Not to obstruct any window or light or abandon any easements from time to time enjoyed by the Premises.

(2) To give immediate written notice to the Landlord of any encroachment on or circumstances which might result in the acquisition of any easement or other right over the Premises and at the Tenant’s expense to take or join in such proceedings or take such other steps as the Landlord may require to prevent any such acquisition.

3.4 Incumbrances

To comply with all covenants and other matters relating to the Premises (and in particular those contained or referred to in the documents specified in schedule 4) so far as they are enforceable and still subsisting.

3.5 Alienation

(a) The Tenant shall not assign, underlet, charge, hold on trust for another, part with or share possession or occupation of the whole or any part or parts of the Premises except as may be permitted or required by this lease. For the avoidance of doubt, nothing in this Clause 3.5(a) shall prevent the Tenant from charging the whole of the Premises in favour of any person providing funding under the Funding Agreement (as defined in the Project Agreement) from time to time.

(b) Notwithstanding the terms of Clause 3.5(a) the Tenant must assign the whole of the lease to a permitted assignee of the Tenant’s interest under the Project Agreement, such assignment of this lease to take place simultaneously with the assignment of the Project Agreement.

(c) The Tenant shall not underlet any part or the whole of the Premises without the consent of the Landlord save that the Tenant shall be permitted to grant an underlease of the whole of the Premises to the Landlord on the date hereof in the form of the underlease annexed to the Project Agreement.

3.6 Overriding lease

If at any time during the Term the Landlord shall grant a tenancy of the reversion immediately expectant on the determination of this lease whether persuant to section 19 Landlord and Tenant (Covenants) Act 1995 or otherwise any covenant on the part of the Tenant to obtain the consent of the Landlord under this lease to any dealing shall be deemed to include a further covenant also to obtain the consent of the lessor under such tenancy to such dealing.

3.7 Permit Entry

To permit the Landlord and any others authorised by the Landlord to enter the Premises on reasonable notice at reasonable times (except in emergency) to ascertain that the covenants on the part of the Tenant in this lease are being observed and performed and to enable the Landlord to exercise his rights or fulfil its obligations

under the Project Agreement subject to complying with the obligations of the Landlord under the Project Agreement.

3.8 Project Agreement

The parties to this lease agree that where the provisions of this lease and the Project Agreement conflict, the terms of the Project Agreement shall prevail.

4. LANDLORD’s COVENANT

The Landlord covenants with the Tenant that the Tenant paying the rents and complying with its obligations under this lease and the Project Agreement may peaceably hold and enjoy the Premises during the Term without any interruption by the Landlord or any person lawfully claiming through under or in trust for it.

1. AGREEMENTS AND DECLARATIONS

PROVIDED ALWAYS AND IT IS AGREED AND DECLARED

5.1 Exclusions

(1) The Tenant shall not have the benefit of any easement right or privilege other than those expressly hereby granted.

(2) Any rights granted or reserved by this lease in respect of anything which does exist at the date hereof shall be effective only if it comes into existence before the expiry of the Perpetuity Period.

(3) The Landlord gives no express or implied warranty that the Permitted Use will be or remain a lawful or authorised use under the Planning Acts or otherwise.

(4) So far as the law shall allow the right of the Tenant (or any undertenant) to compensation on quitting the Premises is excluded.

5.2 Notices

Clause 54.10 of the Project Agreement shall apply in respect of any notices or other communications served or required to be served hereunder.

5.3 Termination

If the Project Agreement is terminated for any reason or expires the Term shall automatically determine without notice but without prejudice to any claim by one party in respect of any antecedent breach of any obligation of the other under this lease.

5.4 Exclusion of Landlord and Tenant Act 1954

Having been authorised to do so by an order of the            Court made on            under section 38(4) of the Landlord and Tenant Act 1954 (as amended) the parties agree that the provisions of sections 24 to 28 inclusive of the Landlord and Tenant Act 1954 (as amended) shall be excluded in relation to the tenancy hereby created.

1. NEW TENANCY

This lease is a new tenancy for the purposes of the Landlord and Tenant (Covenants) Act 1995.

IN WITNESS whereof this lease has been duly executed as a deed (but not delivered until) the day and year first above written.

SCHEDULE 1

(The Premises)

The land and buildings and structures known as Bebington High School Higher Bebington Road Bebington Merseyside shown for the purpose of identification only edged in red on the Plan.

SCHEDULE 2

(Easements and Rights granted)

along all Service Media from time to time within but not exclusively serving any Adjoining Premises.

SCHEDULE 3

(Rights excepted and reserved)

Schedule 4

(The documents containing incumbrances to which the Premises are subject)

The rights, reservations, covenants and other matters referred to in the Registers of Title Number MS435412.

THE COMMON SEAL of WIRRAL )
BOROUGH COUNCIL )
was affixed to this Deed in the )
presence of: )

…………………………………….
As authorised officer

THE COMMON SEAL of WIRRAL )
SCHOOL SERVICES LIMITED )
was hereunto affixed in the presence of:)

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