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
(2) WIRRAL SCHOOLS SERVICES LIMITED
SCHEDULES VOLUME 1
(SCHEDULES 1-3)
CONFORMED COPY
INDEX OF SCHEDULES
| SCHEDULE | HEADING |
| SCHEDULE 1 | LAND |
| Part 1 | Bebington Headlease |
| Part 2 | Hilbre Headlease |
| Part 3 | Park High Headlease |
| Part 4 | Prenton High Headlease |
| Part 5 | South Wirral High Headlease |
| Part 6 | Wallasey Headlease |
| Part 7 | Not used |
| Part 8 | Weatherhead Headlease |
| Part 9 | Wirral Girls Headlease |
| Part 10 | Bebington Underlease |
| Part 11 | Hilbre Underlease |
| Part 12 | Park High Underlease |
| Part 13 | Prenton High Underlease |
| Part 14 | South Wirral High Underlease |
| Part 15 | Wallasey Underlease |
| Part 16 | Not used |
| Part 17 | Weatherhead Underlease |
| Part 18 | Wirral Girls Underlease |
| Part 19 | Plans |
| SCHEDULE 2 | FINANCIAL MATTERS |
| Part 1 | Lender’s Direct Agreement |
| Part 2 | The Council’s Design and Building Contract Direct Agreement |
| Part 3 | The Council’s Support Services Management Direct Agreement |
| Part 4 | Design and Building Contract Performance Guarantee |
| Part 5 | Support Services Management Agreement Performance Guarantee |
| Part 6 | Initial Senior Funding Agreements |
| Part 7 | Other Initial Funding Agreements |
| Part 8 | Rules for Refinancing |
| SCHEDULE 3 | WORKS |
| Part 1 | Design Development Procedure |
| Part 2 | Prohibited Materials |
| Part 3 | Schedule of Key Dates |
| Part 4 | Outline Design Documents |
| Part 5 | The Completion Standards |
| Part 6 | Decant Programme Methodology |
| Appendix 1 | Decant Programme: Park High |
| Appendix 2 | Decant: Further Obligations |
| Part 7 | Handback Requirements |
| Part 8 | Project Programme |
| Part 9 | Construction Site Rules |
| Part 10 | Handback Survey |
| SCHEDULE 4 | PAYMENTS |
| Part 1 | Definitions |
| Part 2 | Services Contract Payment |
| Part 3 | Performance Deduction Look-Up Table |
| Part 4 | Table of Service Units per School |
| Part 5 | Monitoring |
| Part 6 | Utility Services |
| Part 7 | Third Party Use |
| Part 7A | Catering |
| Part 8 | Value for Money Testing |
| Appendix 1 | Form of Performance and Payment Report |
| SCHEDULE 5 | ACCOMMODATION SERVICES OUTPUT SPECIFICATIONS |
| SCHEDULE 6 | SUPPORT SERVICES OUTPUT SPECIFICATIONS |
| Part 1 | Building and Asset Maintenance Output Specification |
| Part 2 | Support Service Requirements and Performance Tables |
| Part 3 | Service Level Agreements |
| Part 4 | Service Level Agreements Alteration Procedure |
| SCHEDULE 7 | REPORTS AND RECORDS |
| Part 1 | Reports |
| Part 2 | Records |
| SCHEDULE 8 | VARIATIONS |
| Variation Notice | |
| SCHEDULE 9 | INSURANCE |
| Part 1 | The Part 1 Insurance Period |
| Part 2 | The Part 2 Insurance Period |
| Appendix 1 | Endorsements |
| Appendix 2 | Broker’s Letter of Undertaking |
| Appendix 3 | Business Interruption Insurance – the Authority’s Obligations as Insurer |
| Appendix 4 | Schedule of Insured Parties |
| SCHEDULE 10 | LIAISON COMMITTEE |
| SCHEDULE 11 | COMPENSATION ON TERMINATION |
| Part 1 | Definitions |
| Part 2 | Project Co Default |
| Part 3 | Authority Default |
| Part 4 | Notice by the Authority |
| Part 5 | Force Majeure, Uninsurability and Planning Challenge |
| Part 6 | Corrupt Gifts |
| SCHEDULE 12 | DISPUTE RESOLUTION |
| SCHEDULE 13 | SENIOR REPRESENTATIVES |
| SCHEDULE 14 | COMPENSATION EVENTS |
| SCHEDULE 15 | METHODOLOGY FOR ASBESTOS |
| Appendix 1 | MB Wirral Policy |
| Appendix 2 | Asbestos Survey Risk Assessment |
| SCHEDULE 16 | LIQUIDATED DAMAGES |
| SCHEDULE 17 | QUALITY SYSTEMS |
| Part 1 | Design and Build Period Quality System |
| Part 2 | Operational Period Quality System |
| Appendix A | Quality Policy |
| Appendix B | Certificate of Approval |
| Appendix C | Proposed QA Implementation Plan |
| Appendix D | Contact Directory |
| Appendix E | Local Procedures |
| SCHEDULE 18 | EMPLOYEES |
| Part 1 | Employee Information |
| Part 2 | Terms and Conditions of Employment |
| SCHEDULE 19 | ADMISSION AGREEMENTS AND BONDS |
| Part 1 | Jarvis Workspace FM Limited |
| Part 2 | Compass Group PLC |
| Part 3 | MTL Commercial Limited |
| SCHEDULE 20 | STAFF SECURITY PROTOCOL |
| SCHEDULE 21 | OPERATIONAL SITE RULES |
| SCHEDULE 22 | DRAFT TRANSITIONAL SERVICES AGREEMENT |
| SCHEDULE 23 | CITY LEARNING CENTRE |
| SCHEDULE 24 | NEW MOVEABLE EQUIPMENT SCHEDULE OF RATES |
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
| Clause | Subject Matter | Page |
| 1. | Definitions and Interpretation | 4 |
| 2. | Demise and Rents | 6 |
| 3. | Tenant’s Covenants | 6 |
| 4. | Landlord’s Covenants | 8 |
| 5. | Agreements and Declarations | 8 |
| 6. | New Tenancy | 9 |
| Schedule 1 | (The Premises) |
| Schedule 2 | (Easements and Rights granted) |
| Schedule 3 | (Rights excepted and reserved) |
| Schedule 4 | (The documents (if any) containing incumbrances to which the Premises are subject) |
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.
- 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.
- 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)
1.2 all works of diversion shall be carried out in a proper and workmanlike manner in accordance with good practice current at the time and with good quality suitable and sufficient materials as to provide the Landlord and any other person so entitled with Service Media of at least equivalent size quality and capacity to those with are being diverted;
1.3 so far as possible the passage or running of the Services through such Service Media shall not be disrupted and the Tenant will provide temporary arrangements during any period of diversion of permanent Service Media.
3. A right of support and shelter for the Premises from any Adjoining Premises owned by the Landlord.
4. A right (subject to the provisions of paragraph 1 of this Schedule) to the free and uninterrupted passage and running of all services from and to the Premises through and
along all Service Media from time to time within but not exclusively serving any Adjoining Premises.
SCHEDULE 3
(Rights excepted and reserved)
3. A right for the Landlord and all those authorised by the Landlord to enter those parts of the Premises which are not built upon at all reasonable times (having regard to the Tenant’s obligations under the Project Agreement) on giving reasonable notice (except in emergency) and the right to inspect construct lay maintain repair replace alter or renew any Service Media and to make connections to any Service Media within the Premises the person exercising this right doing as little damage and causing as little inconvenience as possible and making good any damage to the Premises thereby occasioned and carrying out all works in a proper and workmanlike manner in accordance with good practice current at the time and with good quality suitable and sufficient materials and at no time shall the exercise of the Landlord’s rights under this paragraph 3 interfere with the Tenant’s obligations under the Project Agreement.
4. All rights of light or air now subsisting or which might (but for this exception) be acquired over any other land.
5. A right to build upon and demolish maintain repair replace and renew any buildings upon any part of any Adjoining Premises owned by the Landlord and any other land owned by the Landlord in such manner as the Landlord may think fit.
6. A right of support and shelter from the Premises for any Adjoining Premises owned by the Landlord.
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:)
Director
Director/Secretary
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