Exhibit 10.26
DATED_________________________________2004
POLYCOM (UNITED KINGDOM) LIMITED
- to -
CLICKSOFTWARE EUROPE LIMITED
__________________________________________
Counterpart/
UNDERLEASE
Premises known as
Part of the Ground Floor
Building 589 (Postal ▇▇. ▇▇▇) ▇▇▇▇ ▇▇▇▇
Trading Estate Slough Berkshire
___________________________________________
Druces & ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ House
London Wall
London EC2M 5PS
Tel: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Fax: ▇▇▇ ▇▇▇▇ ▇▇▇▇
Ref: 61/73
CONTENTS
Clause Page No.
------ --------
1 Definitions..........................................................1
2 Interpretation.......................................................3
3 Demise...............................................................4
3.1 Rent...........................................................4
3.2 Additional Rent................................................4
4 Tenant's Covenants...................................................4
4.1 Payment of rents...............................................4
4.2 PAYMENT OF BUSINESS RATES......................................5
4.3 Interest on late payments......................................5
4.4 Interior painting..............................................5
4.5 Repair.........................................................5
4.6 Yielding Up....................................................5
4.7 Reinstatement..................................................6
4.8 Landlord's access..............................................6
4.9 Default remedies of the Landlord...............................6
4.10 Signs and aerials..............................................6
4.11 Use............................................................7
4.12 Nuisance.......................................................7
4.13 Estate Regulations.............................................8
4.14 Acts prejudicial to insurance..................................8
4.15 Safeguarding the Premises......................................8
4.16 Planning Applications..........................................9
4.17 Alterations....................................................9
4.18 Statutory obligations..........................................9
4.19 Alienation.....................................................9
4.20 Registration of dealings......................................12
4.21 ▇▇▇▇▇▇▇▇▇ and sale boards.....................................12
4.22 Costs of licences and notices as to breach of covenant........12
4.23 Indemnity.....................................................13
4.24 VAT...........................................................13
4.25 Defects.......................................................13
4.26 Prohibited uses...............................................14
4.27 Headlease.....................................................14
5 Landlord's Covenants................................................14
5.1 Quiet enjoyment...............................................14
5.2 Insurance.....................................................14
5.3 Services......................................................15
5.4 Head Lease....................................................15
6 Conditions..........................................................15
6.1 Re-possession on Tenant's default.............................15
6.2 Benefit of insurance and abatement of rent....................16
6.3 Notices.......................................................17
7 EXCLUSION OF 1954 ACT...............................................17
8 Contract (Rights of Third Parties) Act 1999.........................17
9 Certificate.........................................................17
10 Tenant's Option to Determine.....................................18
11 Declaration as to Non-Market Rent................................18
FIRST SCHEDULE Description of the Building and Fixtures...................18
SECOND SCHEDULE Part 1 The Rights.........................................18
Part 2 The Exceptions and Reservations....................................19
THIRD SCHEDULE Obligations of the Surety..................................20
FOURTH SCHEDULE Part 1 Service Charge for the Building....................22
Part 2 Calculation of the Service Charge and the costs of
services provided to the Building.......................................24
PARTICULARS
-----------
Date of this Deed : 2004
Landlord : POLYCOM (UNITED KINGDOM) LIMITED
Registered office : ▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Company Registration No. : 03726386
Tenant : CLICKSOFTWARE EUROPE LIMITED
Registered office : ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇
Company Registration No. : 03033615
Estate : the area from time to time comprising the
Superior Landlord's estate known as Trading
Estate Slough of which the Premises form
part
Building : the building and land known as Building 589
(Postal ▇▇. ▇▇▇) ▇▇▇▇ ▇▇▇▇ Trading Estate
Slough Berkshire as more particularly
described in the Head Lease
Commencement Date : the date hereof
Term : A term of years starting on and including
the date hereof and ending on and including
13th September 2007
Rent Commencement Date : [A date nine months from the Commencement
Date] 2005
Rent : (pound)64,000 per annum subject to review
as provided in this Lease
Permitted Use : a use within Class Bl of the Schedule to
the Town and Country Planning (Use Classes)
Order 1987
THIS LEASE is made on the date and between the parties stated in the
Particulars
WITNESSES as follows:
1 DEFINITIONS
In this Lease the following expressions have the meanings indicated:
the "Act" means the Landlord and Tenant
(Covenants) Act 1995
"Authorised Guarantee Agreement" has the meaning defined in and
for the purposes of Section 16
of the Act and the form of
such Agreement shall be as
reasonably required by the
Landlord
"Bin Store" the bin store in the position
shown hatched blue on Plan A
"Building" means the building as described
in the Head Lease
"Common Parts" car parking areas roadways
forecourts yards landscaped
areas plant machinery
equipment and Conducting Media
serving the aforesaid and in
respect of which the Premises
derive a benefit but not any
premises constructed intended
or adapted for occupation
"Conducting Media" all sewers drains pipes wires
watercourses subways cables
apparatus conduits and any
other media or works for the
conduct or transmission of any
service matter or material
which for the avoidance of
doubt shall include cabling
for security equipment access
control and telecommunications
but does not include any air
conditioning plant or
equipment
"Full Reinstatement Value" the costs (including
demolition professional fees
and any value added tax
payable) which would be likely
to be incurred in carrying out
repair or reinstatement in
accordance with the
requirements of this Lease at
the time when such repair or
reinstatement is likely to
take place having regard to
current building techniques
and materials
"Head Lease" a lease dated 15 January 1998
made between the Superior
Landlord (1) and Picturetel UK
Limited (2) as varied by a
Deed of Variation dated 7
April 2003 made between the
Superior Landlord (1) and the
Landlord (2)
"Insured Risks" fire lightning earthquake
explosion aircraft riot storm
tempest flood burst pipes
malicious damage and impact
damage and such other
insurable risks and on such
terms and subject to such
exclusions as the Superior
Landlord may from time to time
consider reasonably necessary
but excluding any risks which
the Superior Landlord shall
reasonably decide acting
properly and reasonably from
time to time not to include in
any policy (on the grounds of
unavailability of insurance
cover for that risk or
otherwise) but so that the
Landlord shall give at least
fourteen days' prior notice in
writing to the Tenant of any
risk ceasing to be covered by
any policy
"Loss of Rent" the loss of the rent first
reserved by clause 3 for such
period (being not less than
three years) as may reasonably
be required by the Superior
Landlord from time to time
having regard to the likely
period required for
reinstatement in the event of
both partial and total
destruction
"Plan A" the plan annexed hereto marked
Plan A
"Plan B" the plan annexed hereto marked
Plan B
"Planning Acts" includes the Town and Country
Planning Act 1990 the Planning
(Listed Buildings and
Conservation Areas) Act 1990
the Planning (Hazardous
Substances) Act 1990 and the
Planning (Consequential
Provisions) Act 1990
"Premises" means the part the ground
floor of the Building shown
edged red on Plan B and which
shall include where they exist
and where the context so
admits:-
(i) the doors door frames
internal glazing
equipment and fitments
serving the Premises
(ii) the internal plaster
and other internal
surfaces of load
bearing walls and
columns within the
Premises and of walls
dividing the Premises
from other parts of
the Building or
adjoining property
(iii) the inner half
severed medially of
internal non load
bearing walls
dividing the Premises
from the other parts
of the Building and
the whole of all non
load bearing walls
wholly within the
Premises
(iv) the flooring raised
floors and floor
screeds down to the
joists or other
structural parts
supporting the
flooring of the
Premises
(vi) the plaster or other
surfaces of the
ceilings and the
whole of any false
ceilings within the
Premises and the
voids between the
ceiling and any false
ceilings
but excluding the structural
parts load bearing framework
roofs foundations joists and
external walls external
glazing and all air
conditioning plant and
equipment of the Building (or
any other building erected in
its place)
"Prescribed Rate" three per centum above the
Base Rate of National
Westminster Bank PLC from time
to time (or such other
clearing bank as the Landlord
shall nominate) or (if such
rate shall cease to be
published) such other
reasonable or comparable rate
as the Landlord shall from
time to time designate
"Service Charge" means the aggregate of the
costs and liabilities referred
to in Part 1 of the Fourth
Schedule hereto
"Superior Landlord" means Slough Trading Estate
Limited and its successors in
title and assigns
"Tenant's Proportion of the Service means 8.305% of the Service
Charge" Charge
2 INTERPRETATION
2.1 The expressions "the Landlord" and "the Tenant" shall wherever
the context so admits include their respective successors in
title (but subject so far as the Tenant is concerned to the
provisions of the Act as to the liability on the Tenant (being
the original tenant) or its successors in title on the Tenant's
covenants and other obligations herein)
2.2 Where the Landlord, Tenant or the Surety (if any) for the time
being are two or more persons the terms "the Landlord", "the
Tenant" or "the Surety" (if any) include the plural number and
obligations expressed or implied to be made by such party are
deemed to be made by such persons jointly and each of them
severally
2.3 Words importing one gender include all other genders and words
importing the singular include the plural and vice versa
2.4 References in this Lease to any statute or legislation (whether
specific or general) include any other statute or legislation
replacing amending or supplementing the same and any orders
regulations bye-laws notices permissions approvals or consents
thereunder
3 DEMISE
The Landlord with full title guarantee hereby demises to the Tenant
the Premises together with the Rights referred to in Part 1 of the
Second Schedule but subject to the Exceptions and Reservations
referred to in Part 2 of the Second Schedule to hold to the Tenant for
the Term starting on the Commencement Date yielding and paying
therefor during the Term:
3.1 RENT
yearly the Rent to be paid without any deduction or set off by equal
quarterly payments in advance on the Twenty-fifth day of March the
Twenty-fourth day of June the Twenty-ninth day of September and the
Twenty-fifth day of December in every year the first payment for the
period from and including the Rent Commencement Date up to and
including the day immediately preceding the quarter day next after
such date to be made on the Rent Commencement Date
3.2 ADDITIONAL RENT
as additional rent the sums payable by the Tenant in respect of the
Service Charge pursuant to and in accordance with the Fourth Schedule
such sums to be paid as there stated and recoverable by distress in
the same way as rent in arrear
4 TENANT'S COVENANTS
The Tenant covenants with the Landlord as follows:
4.1 PAYMENT OF RENTS
To pay the respective rents and sums of money reserved and made
payable at the times and in the manner in which the same are set out
or referred to in clause 3 without any deduction or set off and to
make all such payments to the Landlord on the due date through the
Tenant's bankers by the direct debit system
4.2 PAYMENT OF BUSINESS RATES
To bear pay and discharge all existing and future Uniform Business
Rates now or at any time or times during the Term assessed or imposed
or charged upon or payable in respect of the Premises PROVIDED THAT if
the partition wall referred to in clause 10.3 is not erected and the
local rating authority should charge the Tenant in respect of any area
beyond the extent of the Premises ("the extended area") the Landlord
hereby agrees that the Tenant shall not be liable for paying any
Uniform Business Rates applicable to any such extended area and the
Landlord further agrees to indemnify the Tenant forthwith against any
such charge.
4.3 INTEREST ON LATE PAYMENTS
If the Tenant shall fail to pay any rents or any other sum payable
under this Lease within 14 days of when the same is due (whether
formally demanded or not) to pay to the Landlord as additional rent
(but without prejudice to any other rights of the Landlord including
those under clause 6) interest on all such rents or other sums from
the due date for payment until the date actually paid at the
Prescribed Rate current at such due date and any such interest shall
be recoverable by the Landlord as rent in arrear
4.4 INTERIOR PAINTING
In the last year of the Term to prepare and paint all the interior of
the said building where usually or previously so painted in a good and
workmanlike manner (all such painting to be carried out in colours and
patterns first approved in writing by the Landlord (such approval not
to be unreasonably withheld or delayed))
4.5 REPAIR
Well and substantially to repair and maintain the Premises save for
any defects or repairs arising out of inherent defects in the Premises
(damage by any of the Insured Risks excepted unless the insurance
moneys are withheld in whole or in part or the policy avoided by
reason of any act or omission on the part of the Tenant or any
undertenant or any employee or invitee of either of them) and at all
times to keep the same in good and substantial repair and condition
and so repaired cleaned painted and maintained and further to keep all
parts of the Premises clean and tidy and free from rubbish and waste
materials
4.6 YIELDING UP
At the expiration or sooner determination of the Term to yield up the
Premises in good and substantial repair and consistent with the full
and due compliance by the Tenant with its obligations under this Lease
and to remove such tenant's trade fixtures and fittings and any signs
erected by or at the instance of the Tenant making good any damage
caused by such removal
4.7 REINSTATEMENT
4.7.1 Before the expiry or sooner determination of the Term
(unless or to the extent otherwise required in writing by
the Landlord) to carry out such works as shall be necessary
in order to ensure that the Premises or such part or parts
of them as may be required by the Landlord or the Superior
Landlord conform with the description in the First Annexure
(so far as the same relates to the Premises)
4.7.2 All such works shall be carried out to the reasonable
satisfaction of the Landlord and the Superior Landlord and
the Tenant shall apply for any necessary planning permission
or approval which may be required under the Planning Acts or
other legislation
4.8 LANDLORD'S ACCESS
Subject to giving not less than 48 hours prior notice (except in an
emergency when no notice shall be required) to permit the Landlord the
Superior Landlord or their respective agents at all times during the
Term during reasonable hours in the day (or at any time in the case of
emergency) with or without workmen and others to enter the Premises
for the purpose of ascertaining that the covenants and conditions of
this Lease have been performed and observed by the Tenant and
examining (including opening up floors walls and ceilings where
necessary to examine subject to the Landlord making good any such
works or damage as soon as possible to the Tenant's reasonable
satisfaction) the state of repair and condition of the Premises or for
the purpose of taking inventories of the Landlord's fixtures or of
carrying out works on the adjoining property of the Landlord and of
exercising any of the Exceptions and Reservations referred to in Part
2 of the Second Schedule the persons exercising such rights of entry
causing as little inconvenience as reasonably practicable and making
good any damage caused as soon as reasonably practicable
4.9 DEFAULT REMEDIES OF THE LANDLORD
If within three months after service of a notice from the Landlord
requiring the Tenant to remedy any breach of covenant relating to the
state of repair or condition of the Premises for which the Tenant is
responsible hereunder (or earlier in case of emergency) the Tenant
shall not have commenced and diligently proceeded with such works then
to permit the Landlord to enter upon the Premises and execute all or
any such works and the Landlord's proper costs and expenses (including
the ▇▇▇▇▇▇▇▇'s surveyors and other proper professional fees in
connection therewith) together with interest thereon at the Prescribed
Rate (current at the date three months after service of such notice)
for the period from the date that such is requested to the date of
payment shall be a debt due from the Tenant to the Landlord and be
forthwith recoverable as rent in arrear
4.10 SIGNS AND AERIALS
Not to erect any pole mast or aerial or erect or display any sign
noticeboard or advertisement on any part of the Premises except a
sign approved by the Landlord and the Superior Landlord indicating
the name of the Tenant in a position approved by the Landlord such
approvals to be in writing which shall not be unreasonably withheld
or delayed)
4.11 USE
4.11.1 Not to use the Premises or any part thereof otherwise than
for the Permitted Use and not at any time to store anything
on any part of the Premises outside the building erected
thereon other than in any area specifically designed for
such storage
4.11.2 To use only for the parking of vehicles those parts of the
Premises designated for such purpose
4.11.3 To ensure that all refuse rubbish and waste is placed in
secure and closed containers designed for that purpose and
location in the Bin Store and to take all reasonable
measures to prevent escape of refuse rubbish or waste
material from such containers
4.12 NUISANCE
4.12.1 Not to use the Premises or any part of them for any illegal
purpose nor to carry out on or from the Premises any noisy
noxious dangerous or offensive act activity or business nor
anything which may be or become a nuisance damage annoyance
or inconvenience to the Landlord the Superior Landlord or
any of their tenants or the occupiers of any premises in the
neighbourhood and in particular not to do or permit to be
done anything which might cause electronic or radio
interference with any adjoining or neighbouring premises
4.12.2 Not to do anything which would or might lead to any
contamination of the Premises or pollution of the
environment or lead to the pollution obstruction damaging or
overloading of the Conducting Media and if the Tenant causes
such pollution following the date hereof to carry out (or at
the Landlord's election to pay to the Landlord the proper
costs and fees of carrying out) all works necessary to
remedy the contamination or pollution or to remove the
source of the contamination or pollution created by the
Tenant and for the avoidance of doubt this obligation shall
not apply to any pollution or contamination in existence
prior to the date hereof
4.12.3 Where the Tenant has failed to observe any of the
obligations in this clause 4.12 to pay to the Landlord or
the Superior Landlord the proper costs incurred by it in
obtaining such reports as the Landlord or Superior Landlord
may reasonably require to establish what damage or harm may
have been caused to the Premises or other property of the
Landlord or the Superior Landlord and the remedial cleaning
or other works necessary
4.12.4 Not to discharge or allow to enter into any underground or
other waters any poisonous noxious or harmful effluent
liquid or substance
4.13 ESTATE REGULATIONS
To observe such reasonable regulations as may from time to time
be made by the Landlord or the Superior Landlord for the
purposes of good estate management (it being understood and
noted by the Parties that none exist at the date hereof)
4.14 ACTS PREJUDICIAL TO INSURANCE
4.14.1 Not to do anything as a result of which any policy of
insurance against damage to the Premises or to any
neighbouring premises may be prejudiced or payment of the
policy moneys may be withheld in whole or in part or whereby
the rate of premium in respect of any such insurance may be
increased (unless the Tenant pays the increased premium) and
to give notice to the Landlord forthwith upon the happening
of any event which might affect any insurance policy
relating to the Premises Provided that the Landlord agrees
to supply the Tenant with a summary of the terms of and
conditions of such policy of insurance and evidence of
payment of the premium upon written request not more than
once in each year of the Term together with any changes
thereto as soon as possible following such changes
4.14.2 In relation to the insurance effected by the Landlord in
respect of the Premises following a claim to pay to the
Landlord any excess required by the insurers (provided that
the Landlord will use its reasonable endeavours to keep this
as low as practicable or by the Landlord on demand by the
Landlord following any damage or destruction by any Insured
Risks where such excess would be applicable to any claim in
respect of such damage or destruction
4.15 SAFEGUARDING THE PREMISES
4.15.1 With respect to fire precautions and safeguarding the
Premises against damage by any of the Insured Risks or
otherwise to comply with all requirements and reasonable
recommendations of the insurers of the Premises or the
relevant insurance brokers or of the fire brigade or local
authority and the reasonable requirements of the Landlord
and the Superior Landlord
4.15.2 Not to store or bring on to or allow to remain on the
Premises any article substance or liquid of a specially
combustible inflammable or explosive nature or which may be
a source of contamination
4.15.3 To give written notice to the Landlord upon the occurrence
of any contamination of the Premises and also upon the
occurrence of any pollution of the environment in breach of
any legislative provision caused by any use of or action or
activity on the Premises by the Tenant
4.16 PLANNING APPLICATIONS
Not without the prior written consent of the Landlord and the
Superior Landlord to make any application for any consent under
the Planning Acts but if such application is for consent to do
anything which the Tenant is permitted to do under this Lease
(or where the approval of the Landlord or the Superior Landlord
is first required) and the Landlord and the Superior Landlord
has approved the doing of that thing such licence shall not be
unreasonably withheld or delayed by the Superior Landlord also
4.17 ALTERATIONS
Not to make any alterations or additions to the Premises
Provided That the Tenant may with the written consent of the
Landlord and the Superior Landlord such consent not to be
unreasonably withheld or delayed make internal non-structural
alterations at the Premises PROVIDED THAT the Tenant shall not
make any alterations at any time to the air conditioning plant
and equipment serving the Premises PROVIDED FURTHER THAT the
Landlord's consent or the Superior Landlord's consent will not
be required for the installation and removal of interior
demountable partitions
4.18 STATUTORY OBLIGATIONS
4.18.1 At the Tenant's expense to comply in all respects with the
provisions of all statutes and legislation (whether now or
subsequently in force) affecting or applicable to the
Premises or their use and (as soon as reasonably
practicable) to give notice to the Landlord of any notice
direction or order made by any local or competent authority
4.18.2 Where required by statute or legislation the Tenant shall
maintain a health and safety file for any works carried out
to the Premises and shall comply with the Construction
(Design and Management) Regulations 1994 in respect thereof
and provide to the Landlord upon reasonable request a copy
of such file
4.19 ALIENATION
4.19.1 Not to charge mortgage or underlet either the whole or any
part of the Premises nor to assign (subject to Clauses
4.19.8 below) share or part with the possession or
occupation of any part of the Premises
4.19.2 Not (subject to Clause 4.19.8 below) to hold or occupy the
Premises or any part as nominee trustee or agent or
otherwise for the benefit of any other person
4.19.3 Not to assign the whole of the Premises without the prior
consent in writing of the Landlord and the Superior Landlord
(such consent in each case not to be unreasonably withheld
or delayed where the provisions hereinafter contained are
satisfied)
4.19.4 It is agreed that the Landlord and the Superior Landlord
will not be deemed to be unreasonable in withholding consent
to a proposed assignment of the whole of the Premises if it
is withheld on the ground (and it is the case) that one or
more of the circumstances mentioned below exist (whether or
not such withholding is solely on such ground or on that
ground together with other grounds):-
4.19.4.1 that in the reasonable opinion of the Landlord or the
Superior Landlord the effect of the proposed assignment
upon the value of the Landlord's reversionary interest in
the Premises or the value of the Superior Landlord's
reversionary interest in the Building would be to
materially diminish or otherwise materially adversely
affect such values
4.19.4.2 that in the reasonable opinion of the Landlord or the
Superior Landlord the effect of the assignment would mean
that there is a materially reduced likelihood of the
tenant's covenants and obligations in this Underlease
being fulfilled
4.19.4.3 that the proposed assignee is an associated company of the
Tenant not of (at least) equivalent financial standing to
the Tenant as at the Commencement Date
4.19.5 On any assignment:-
4.19.5.1 the Tenant will enter into an Authorised
Guarantee Agreement which will be in such form as
the Landlord and Superior Landlord may reasonably
require and be prepared by or on behalf of the
Landlord and at the cost of the Landlord and
under which the assignor will agree (inter alia)
with the Landlord:-
4.19.5.1.1 to be liable as guarantor in respect of the
assignee's performance of the Tenant
Covenants (as above defined) in this
Underlease (provided that such liability
shall be no more onerous than the liability
to which the assignor would be subject in
the event of it being liable as sole or
principal debtor in respect of the
obligations owed by the assignee under the
said Tenant Covenants)
4.19.5.1.2 in the event of this Underlease being
disclaimed to enter into a new lease of the
Premises the term of which shall expire
simultaneously with the date upon which
(but for any disclaimer) this Lease would
have expired by effluxion of time (and not
by any other means) and the Tenant's
Covenants shall be identical to (mutatis
mutandis but in any event no more onerous
than) the Tenant Covenants in this Lease
4.19.5.2 If the Landlord reasonably so requires to obtain
acceptable guarantors not being more than two
persons or a company guarantee or a rent deposit
f or any person to whom this Lease is to be
assigned who in the case of the former will
covenant with the Landlord on the terms (mutatis
mutandis) set out in the Third Schedule
4.19.5.3 the proposed assignee shall enter into a covenant
with the Landlord to pay the rents reserved by
and perform and observe the covenants on the part
of the Tenant contained in this Underlease during
such time as the term hereby granted is vested in
such assignee subject always to the continuing
liability of the assignee pursuant to Clause
4.19.5.1 hereof
4.19.6 Clauses 4.19.4 and 4.19.5 shall operate without prejudice to
the right of the Landlord lawfully to refuse such consent on
any other ground or grounds or lawfully to impose further
conditions where such refusal or such imposition would be
reasonable
4.19.7 In the event that any circumstances or conditions specified
in clauses 4.19.4 and 4.19.5 above are framed by reference
to any matter falling to be determined by the Landlord (or
by any other person) if the Tenant disputes such
determination then either the Landlord or the Tenant shall
be entitled to require the matter or matters in question to
be referred to an independent expert who in the absence of
agreement between the parties shall be appointed on the
application of either party by the President of the Royal
Institution of Chartered Surveyors and the determination of
such independent expert shall be conclusive as to the matter
or matters in question and shall be final and binding on the
parties and his costs shall be met by the parties in such
proportions as the independent expert shall determine
4.19.8 The Tenant shall be entitled without obtaining any consent
from the Landlord to permit another company or companies (in
this clause 4.19.8 called a "Company") to occupy as licensee
part or parts of the Premises if and so long as that Company
is a member of the same group of companies as the subsidiary
or the holding company or a company who has the same holding
company as the Tenant (defined in accordance with Section
736 of the Companies Act 1985) and the conditions set out in
the remainder of this clause 4.19.8 continue to be
fulfilled;
4.19.8.1 No relationship of landlord and tenant shall
arise out of such occupation
4.19.8.2 Written notice shall be given to the Landlord no
later than 14 days after such occupation
commences:
4.19.8.2.1 of the identity of such Company
4.19.8.2.2 as to how clause 4.19.8 is satisfied and
4.19.8.2.3 of the part of the Premises concerned
4.19.8.3 The Tenant shall provide such evidence as the
Landlord may reasonable require from time to time
to satisfy itself that the relationship of
landlord and tenant does not arise or has not
arisen out of such occupation
4.19.8.4 The Tenant indemnities the Landlord against all
losses damages costs and expenses suffered or
incurred by the Landlord as a result of any
breach by the Tenant of the provisions of this
clause 4.19.8
4.20 REGISTRATION OF DEALINGS
Within one month after the execution of any assignment permitted under
this Underlease or any assignment of such underlease or after any
devolution by will or otherwise of the Term or after any other dealing
with this Lease to supply a certified copy of the deed or instrument
effecting the same to the Landlord and to pay such reasonable fee as
the Landlord may require for registration
4.21 RELETTING AND SALE BOARDS
To permit the Landlord or its agents to enter upon the Premises and to
affix upon any suitable part so as not to block out any light a notice
board for reletting or selling the same and not to remove or obscure
the same and to permit all persons authorised in writing by the
Landlord or its agents to view the Premises during business hours in
the daytime upon not less than 48 hours prior notice
4.22 COSTS OF LICENCES AND NOTICES AS TO BREACH OF COVENANT
To pay on demand and indemnify the Landlord and the Superior Landlord
against all proper and reasonable costs charges and expenses
(including professional fees) incurred by the Landlord and the
Superior Landlord arising out of or incidental to any application made
by the Tenant for any consent or approval of the Landlord (except
where such consent or approval is unreasonably withheld where it may
be so not withheld) or any breach of the Tenant's covenants or the
preparation and service of a schedule or interim schedule of
dilapidations or any notice which the Landlord may serve on the Tenant
whether served before or after the determination of this Underlease
(including a notice under Section 146 of the Law of Property Act 1925
requiring the Tenant to remedy any breach of any of its covenants or
arising out of or in connection with any proceedings referred to in
sections 146 or 147 of that Act notwithstanding that forfeiture may be
avoided otherwise than by relief granted by the Court)
4.23 INDEMNITY
To be responsible for and to indemnify the Landlord against:
4.23.1 all damage loss or injury occasioned to the Premises or
any adjoining premises or to any Conducting Media or air
conditioning plant and equipment or to any person or
chattel (whether or not upon the Premises) caused by any
act default or negligence of the Tenant or any undertenant
or the servants agents licensees or invitees of either of
them or by reason of any defect in the Premises and
4.23.2 all losses damages costs expenses claims and proceedings
incurred by or made against the Landlord arising out of
any breach by the Tenant of any of its obligations arising
by virtue of this Lease
4.24 VAT
In exchange for a valid VAT invoice addressed to the Tenant to pay to
the Landlord upon demand any value added tax properly chargeable upon
4.24.1 any supply made by the Landlord to the Tenant pursuant to
this Lease so that all consideration for any such supply
is exclusive of value added tax
4.24.2 any supply (whether made to the Landlord or to a third
person) where pursuant to this Lease the Tenant is
required to pay to the Landlord any sum in respect of any
costs fees expenses or other expenditure or liability (of
whatever nature) in connection with that supply except to
the extent that any such value added tax may be
recoverable by the Landlord from H.M. Customs and Excise
4.25 DEFECTS
Upon becoming aware of the same to inform the Landlord immediately as
soon as reasonably practicable in writing of any defect in the
Premises which gives rise to a duty imposed by common law or statute
on the Landlord and to indemnify the Landlord against all actions
costs claims and liabilities suffered or incurred by or made against
the Landlord in respect of the Premises under the Defective Premises
Act 1972
4.26 PROHIBITED USES
Not to use or carry out from the Premises or any part thereof any
electroplating panel beating or spray painting
4.27 HEADLEASE
Not to do omit suffer or permit in relation to the Premises any act or
thing which would or might cause the Landlord to be in breach of the
Headlease or which if done omitted or suffered or permitted by the
Landlord would or might constitute a breach of the covenants on the
part of the Tenant and the conditions contained in the Headlease
PROVIDED THAT nothing in this sub-clause contained shall impose on the
Tenant any obligation to do any work or pay any sums or sums of money
for which the Tenant is not otherwise liable hereunder
5 LANDLORD'S COVENANTS
The Landlord covenants with the Tenant:
5.1 QUIET ENJOYMENT
That the Tenant performing and observing the covenants conditions and
agreements contained in this Lease shall and may peaceably and quietly
hold and enjoy the Premises during the Term without any lawful
interruption or disturbance by the Landlord or any person rightfully
claiming through or under it or by title paramount
5.2 INSURANCE
At all times during the Term to use all reasonable endeavours at the
expense of the Tenant to enforce the Superior Landlord's covenants in
the Headlease to keep the Premises insured for the Superior Landlord's
benefit in the Full Reinstatement Value against the Insured Risks and
if the Premises are damaged or destroyed by any of the Insured Risks
the Landlord will use all reasonable endeavours to enforce the
Landlord's covenant in the Headlease to repair or reinstate the
Premises
Provided that:
5.2.1 the Landlord's obligations under this covenant shall cease
if the insurance shall be rendered void or voidable or the
policy moneys withheld in whole or in part by reason of
any act or default of the Tenant or any undertenant or any
of their respective employees contractors licensees or
invitees
5.2.2 if the Premises, the Building, the essential access
thereto or the essential services are destroyed or so
seriously damaged by any Insured Risk as to require (in
the proper and reasonable opinion of the Landlord's
surveyor whose decision shall be final and binding upon
the Parties) substantial reconstruction then the Landlord
may at any time within six months of the said damage or
destruction give one months' notice in writing to
determine this Lease and immediately upon the expiry of
that notice this demise shall determine but without
prejudice to the rights and remedies of any party against
any other in respect of any antecedent claim or breach of
covenant and all insurance money shall be the absolute
property of the Landlord
5.2.3 Any dispute as to the operation of the provisions in this
clause 5.2 shall be resolved in accordance with clause
6.2.3
5.3 SERVICES
To provide the services set out in the Fourth Schedule hereto PROVIDED
ALWAYS that (in the absence of negligence or other breach of duty) the
Landlord shall not be liable for or by reason of the stoppage bursting
leakage breakage or failure of any lighting system pipes appliance
apparatus or machinery or the choking stoppage or overflow thereof in
or connected with or used for the purpose of the Premises or any part
thereof nor for any temporary or partial breakdown failure or
suspension in any of the Landlord's services
5.4 HEAD LEASE
5.4.1 to pay the rent reserved by the Head Lease and to perform
so far as the Tenant is not liable for such performance
under the covenants on its part contained in this Lease
the lessee's covenants and conditions contained in the
Head Lease
5.4.2 upon receiving written notice from the Tenant and at the
expense of the Tenant to take all reasonable steps to
enforce the covenants on the part of the Superior Landlord
contained in the Head Lease in so far as they relate to or
affect the Premises
5.4.3 to take all reasonable steps to obtain at the cost of the
Tenant the consent of the Superior Landlord whenever the
Tenant makes an application for any consent required
hereunder where the consent of both the Landlord and the
Superior Landlord is needed by virtue of this Lease and
the Head Lease
5.4.4 to meet any cost levied by the Superior Landlord pursuant
to clauses 4.15 and 4.28 of the Head Lease
6 CONDITIONS
Provided always and it is hereby agreed and declared as follows:
6.1 RE-POSSESSION ON TENANT'S DEFAULT
If at any time during the Term:
6.1.1 the rents reserved by this Lease or any of them or any
part of them shall be in arrear for twenty one days after
the same shall have become due (whether legally demanded
or not) or
6.1.2 the Tenant shall at any time fail or neglect to perform or
observe any of the covenants conditions or agreements on
its part to be performed and observed contained in this
Lease or in any licence approval or consent given by the
Landlord to the Tenant in relation to the Premises or in
any other deed supplemental to this Lease or by which this
Lease may be varied
6.1.3 the Tenant either shall (being a corporation) enter into
administration (whether or not at its instance or by order
of the court) or enter into liquidation whether compulsory
or voluntary (not being a voluntary liquidation for the
purpose of reconstruction only) or (being an individual)
become bankrupt or
6.1.4 the Tenant shall make any arrangement or composition with
creditors or suffer any distress or execution to be levied
on property of the Tenant or have an encumbrancer take
possession or a receiver appointed in respect of the same
then and in any such case it shall be lawful for the Landlord (or any
person or persons duly authorised by it in that behalf) to re-enter
into or upon the Premises and thereupon the Term shall absolutely
cease and determine but without prejudice to the rights and remedies
of the Landlord or Tenant in respect of any antecedent breach by the
other of any of the covenants conditions or agreements contained in
this Lease
6.2 BENEFIT OF INSURANCE AND ABATEMENT OF RENT
6.2.1 The benefit of all insurance effected by the Landlord
under this Lease or otherwise in respect of the Premises
shall belong solely to the Landlord or the Superior
Landlord (as the case shall be) but if the Premises or any
part of them the Building, the essential access thereto or
the essential services shall at any time be destroyed or
damaged by any of the Insured Risks so as to render the
Premises unfit for occupation or use then and in every
such case (unless the Landlord or Superior Landlord's
policy of insurance in relation to the Premises shall have
been rendered void or voidable or the policy moneys
withheld in whole or in part by reason of the act default
or omission of the Tenant or any undertenant or any of
their respective employees contractors licensees or
invitees) the rent first reserved by this Lease or a fair
and just proportion thereof according to the nature and
extent of the damage sustained aforesaid shall be
suspended and cease to be payable until the Premises shall
have been repaired or reinstated pursuant to the
provisions contained in the Head Lease
6.2.2 No account shall be taken of damage in relation to any
alteration or improvement to the Premises carried out
otherwise than by the Landlord or Superior Landlord unless
such alteration or improvement has in fact been taken into
account in effecting both the insurance of the Premises
and the insurance in respect of the Loss of Rent
6.2.3 Any dispute between the Landlord and the Tenant concerning
the proportion or duration of the suspension or cesser
shall be determined by an arbitrator appointed in default
of agreement between the Landlord and the Tenant on the
application of either of them by the President of the
Royal Institution of Chartered Surveyors and any such
reference shall be a submission to arbitration within the
Arbitration Act 1996
6.3 NOTICES
The provisions of Section 196 Law of Property Act 1925 (as amended)
shall apply to the giving and service of all notices and documents
under or in connection with this Lease
7 EXCLUSION OF 1954 ACT
7.1 The Landlord has served on the Tenant in relation to the tenancy
granted by this Lease a notice in the form, or substantially in the
form, set out in Schedule 1 to the Regulatory Reform (Business
Tenancies) England and Wales Order 2003 ("the Order")
7.2 A duly authorised signatory on behalf of the Tenant has made a
statutory declaration in the form, or substantially in the form, set
out in paragraph 8 of Schedule 2 to the Order in relation to such
notice
7.3 The parties agree that the provisions of Sections 24-28 (inclusive)
of the Landlord and Tenant Act 1954 shall not apply to this Lease
7.4 This Lease is not granted pursuant to an agreement made before the
granting of this Lease
8 CONTRACT (RIGHTS OF THIRD PARTIES) ACT 1999
Notwithstanding any other provision of this Lease nothing in this Lease
confers or purports to confer any right to enforce any of its terms
on any person who is not a party to it
9 CERTIFICATE
It is certified that there is no agreement for lease to which this
Lease gives effect
10 TENANT'S OPTION TO DETERMINE
10.1 In this clause "Termination Date" shall mean the second
anniversary of the Commencement Date
10.2 If the Tenant shall desire to determine the Term on the Termination
Date and shall give the Landlord not more than 12 months nor less
than 6 months previous notice in writing of such desire terminating
on the Termination Date and the Tenant shall up to the time of such
determination pay the rents which have become due and ascertained by
the Termination Date and shall on the Termination Date deliver to the
Landlord vacant possession of these Premises then immediately on the
expiration of such notice the Term shall cease but without prejudice
to the remedies of either party against the other in respect of any
previous claim or breach of covenant and the Landlord shall on such
determination repay to the Tenant any part of the rents paid in
advance by the Tenant in respect of the period from the Termination
Date to the date unto which such payments were made.
10.3 It is a condition precedent of the Tenant's option to determine the
Term that the Tenant pays to the Landlord on or before the
Termination Date the sum of (pound)8,515 (exclusive of Value Added
Tax) save that such sum shall not be payable if the Landlord has not
erected the partition wall referred to in the letter dated May 2004
and addressed to ▇▇▇▇▇▇▇▇ ▇▇▇▇ of Click Software (paragraph 2) to the
Tenant's reasonable satisfaction.
11 DECLARATION AS TO NON-MARKET RENT
The parties hereto acknowledge that the rent payable under this
Underlease does not represent the open market value for the Premises
such rent being less than the open market rent for the Premises
IN WITNESS of which this ▇▇▇▇▇ has been executed and is delivered as a deed on
the date appearing as the date of this Lease
FIRST SCHEDULE
Description of the Building and Fixtures
The schedule annexed to this Lease headed "First Schedule"
SECOND SCHEDULE
Part 1
The Rights
1 The right for the Tenant its lawful visitors and all others
reasonably authorised by the Tenant in common with the Landlord and
all other persons now or at any time after the date of this Lease
similarly entitled and subject to not overloading any Conducting
Media having regard to the overall capacity of the Building:-
1.1 to use and connect into all Conducting Media now or hereafter serving
the Premises including the use of the air conditioning
1.2 to pass and ▇▇▇▇▇▇ over the Road shown hatched red on Plan A with or
without vehicles and over the areas hatched purple on Plan A on foot
only
1.3 of access and egress to and from the Premises through the adjoining
property of the Landlord at all times of the day and night together
with a right to use the emergency exits immediately adjacent to the
Premises in the event of an emergency together with all necessary
vehicular and pedestrian rights in respect of the car park to the
Building
1.4 the right of support shelter and protection for the Premises from the
Building and the other premises comprised in the Head Lease and the
Estate
1.5 a right of access to and from the plant room in the Building for the
purposes of repairing maintaining and replacing any plant and
equipment situate therein and serving the Premises
1.6 a right to use the toilet and kitchen facilities adjacent to the
Premises
1.7 a right to the free and uninterrupted passage and running of water
soil gas electricity and telephone or any other service or supply
from the other buildings and land of the Landlord and its tenants
adjoining or near the Premises and from the land and premises of
others so authorised as aforesaid through the Conducting Media which
are now or may hereafter be in through under or over the Premises
1.8 a right to use 14 parking spaces (as shown hatched black on Plan A)
in the car park serving the Building for the parking of one private
motor car in each space together with all necessary rights of access
to and from the car parking spaces
Part 2
The Exceptions and Reservations
1 To the Landlord and all others authorised by it the free and
uninterrupted passage and running of water soil gas electricity and
telephone or any other service or supply from the other buildings and
land of the Landlord and its tenants adjoining or near the Premises
and from the land and premises of others so authorised as aforesaid
through the Conducting Media which are now or may hereafter be in
through under or over the Premises
2 To the Landlord and all others authorised by it the right at all
reasonable times (except in case of emergency) to enter the Premises
with all necessary equipment for the purposes of:
2.1 laying constructing installing replacing repairing maintaining or
altering any Conducting Media now or hereafter in through under or
over the Premises or any adjoining property or making connections to
any such Conducting Media
2.2 carrying out inspections of or tests to any such Conducting
Media
2.3 exercising any of the rights of the Landlord contained in this
Underlease
2.4 complying with the Landlord's covenants contained in this Underlease
2.5 complying with the lessees covenants contained in the Superior Lease
2.6 laying constructing installing replacing maintaining or altering any
air conditioning plant or equipment now or hereafter in through under
or over the Premises or any adjoining property or making connections
to any such air conditioning equipment
3 To the Landlord full right and liberty at any time hereafter or from
time to time to execute works and erections upon or to alter or
rebuild any of the buildings erected on any neighbouring property of
the Landlord and to use such property and each part of it in such
manner as the Landlord may think fit notwithstanding that the access
of light and air to the Premises may thereby be interfered with
4 The right of support and shelter from the Premises for the remainder
of the Building and the Estate
5 To the Landlord and all those authorised by it a right of way for the
purposes of access and egress to and from the plant room in the
Building over and along any part of the Premises as required subject
always to the Landlord giving not less than 48 hours prior notice in
writing save that no notice shall be required in an emergency
6 The exceptions and reservations contained in the Head Lease
7 To the Landlord and all those authorised by it a right of access and
egress to and from the cupboard containing the riser in the Building
The persons exercising such rights of entry causing as little
inconvenience as reasonably practicable and making good any damage
caused as soon as reasonably practicable
THIRD SCHEDULE
Obligations of the Surety
1 If at any time during the Term the Tenant shall not pay any of the
rents or other sums payable under this Lease or perform and observe
any of the covenants conditions or other terms of the Lease the
Surety shall pay such rents or other sums or observe or perform such
covenants conditions or other terms
2 By way of separate and additional liability and notwithstanding that
the guarantee in paragraph 1 may be unenforceable or invalid for any
reason the Surety indemnifies the Landlord against all losses damages
costs and expenses suffered or incurred by the Landlord arising out
of or in connection with any failure by the Tenant to pay any of the
rents and sums or to perform and observe any of the covenants
conditions or other terms referred to in paragraph 1
3 If:
3.1 the Tenant shall be wound up or (being an individual) become bankrupt
and its liquidator or trustee in bankruptcy shall disclaim this Lease
or
3.2 this Lease shall be forfeited (the date on which such event occurs
being called the "Relevant Date") the Landlord may within three
months after the Relevant Date by notice in writing require the
Surety to accept a lease of the Premises for a term commencing on the
Relevant Date and continuing for the residue then remaining of the
Term at the same rents and with the same covenants and conditions as
are reserved by and are contained in this Lease and in such case the
Surety shall take such lease accordingly and execute a counterpart of
it and pay all proper and reasonable costs and duties in relation to
it
4 The Surety undertakes with the Landlord that:
4.1 its obligations to the Landlord are primary obligations and it is
jointly and severally liable with the Tenant (both before or after
any disclaimer by a liquidator or trustee in bankruptcy) for the
fulfilment of all the Tenant's covenants and obligations
4.2 the Surety shall not claim in any liquidation bankruptcy
administration receivership composition or arrangement of the
Tenant in competition with the Landlord and that the Surety
shall remit to the Landlord the proceeds of all judgments and
all distributions which the Surety may receive from any
liquidator trustee in bankruptcy administrator administrative
receiver receiver or supervisor of the Tenant and shall hold
for the benefit of the Landlord all security and rights the
Surety may have over assets of the Tenant while any
liabilities of the Tenant or the Surety to the Landlord remain
outstanding and
4.3 if the Landlord shall not require the Surety to take a new lease of
the Premises the Surety shall nevertheless upon demand pay to the
Landlord a sum equal to the rent first reserved under this Lease and
all other sums that would have been payable under this Lease in
respect of the period from and including the Relevant Date until the
expiry of six months after such date or until the Landlord shall have
granted a lease of the Premises to a third party (whichever shall
first occur) in addition and without prejudice to the Surety's other
obligations to the Landlord
5 The Surety waives any right to require the Landlord to proceed
against the Tenant or to pursue any other remedy of any kind which
may be available to the Landlord before proceeding against the Surety
6 The liabilities of the Surety under this Schedule shall not be
affected by:
6.1 the granting of time or any other indulgence or concession to the
Tenant or any compromise or compounding of the Landlord's rights
6.2 the Tenant being in liquidation or (as the case may be) declared
bankrupt
6.3 any variation in the terms and conditions of this Lease
6.4 any delay in exercising or failure to exercise or other exercise
(including re-entry under clause 6.1) of any of the Landlord's rights
against the Tenant
6.5 any refusal by the Landlord to accept rent tendered by or on behalf
of the Tenant following a breach by the Tenant of its obligations
under this Lease
6.6 any legal limitation or any immunity disability or incapacity of the
Tenant (whether or not known to the Landlord) or the fact that any
dealings with the Landlord by the Tenant (including the acceptance by
the Tenant of this Lease) may be outside or in excess of the powers
of the Tenant or
6.7 any other thing (including the expiration or sooner determination of
the Term or any such disclaimer or the death of the Surety (or any of
the persons comprising the Surety) or (in relation to one or more of
such persons) the discharge of the other person or persons) whereby
(but for this provision) the Surety or any of them would be
exonerated either wholly or in part from any of the Surety
obligations hereunder
FOURTH SCHEDULE
Part 1
Service Charge for the Building
Costs and liabilities which the Landlord (which in this Schedule shall where
the context admits include any other company which is a member of the same
group of companies as the Landlord) reasonably and properly incurs or becomes
liable to pay or discharge in connection with the Building or the occupiers
thereof in respect of:
1 The repair decoration maintenance renewal rebuilding cleaning and
upkeep of such parts of the structure floors walls foundations
exterior (including glass) and roof of the Building and Common Parts
as are not the responsibility of the Tenant under this Lease or any
other tenant in pursuance to the demise to it of any other part of
the Building PROVIDED THAT the Tenant shall not be required to pay or
contribute to the repair maintenance renewal or the replacement of
any lifts now or from time to time installed in the Premises
2 The lighting of the Common Parts and the roadway and footpath shown
respectively hatched brown and hatched purple on the Plan during such
hours as the Landlord shall reasonably from time to time determine
and the maintenance repair and renewal of the said roadways and
footpaths
3 The payment of rates taxes charges duties assessments impositions and
outgoings of any kind whether parliamentary parochial local or of any
other description now or hereafter imposed or charged upon or payable
in respect of the Common Parts
4 The provision of hot water to the hot water taps in the Building and
the provision during such hours and at such times of the year as the
Landlord shall reasonably decide of central heating and
air-conditioning to the Premises and such parts of the Common Parts
and the remainder of the Building as the Landlord shall from time to
time reasonably determine and the repair maintenance renewal and
replacement of all plant and equipment for or in connection with the
provision of hot water central heating and air conditioning
5 Compliance with all statutes bye-laws regulations and the
requirements of all competent authorities and of the insurers in
relation to the occupation and enjoyment of the Building in force
from time to time insofar as the same are not the responsibility of
the Tenant under this Lease or any other tenant by reason of the
demise to it of any other part of the Building
6 The periodical carrying out of works or provision of services of any
kind which the Landlord may reasonably deem desirable or necessary
for the purpose of maintaining the Building
7 Any removal or refuse from time to time from the Building and pest
control in the Building
8 Cleaning from time to time all Common Parts and all windows in the
Common Parts and the cleaning of the external windows of the Building
9 Employing such reasonable numbers of staff and contractors whether
directly or otherwise in connection with the provision of services to
the Building and all other reasonable incidental expenditure in
relation to such employment including (but without limitation) the
making of statutory and other reasonable insurance health pension and
welfare payments contributions and premiums and other reasonable
payments that the Landlord acting reasonably may deem desirable or
necessary and the reasonable costs of provision of uniforms working
clothes tools appliances cleaning and other materials and equipment
for the proper performance of their duties
10 The reasonable and proper fees charges and expenses and commissions
payable to any surveyor or managing agent who the Landlord may from
time to time employ in connection with the management of the Building
PROVIDED THAT such fees charges and expenses shall not exceed 10% of
the Service Charge in any Service Charge Period
11 Providing and maintaining fire fighting equipment as necessary
12 The provision of upkeep of and tending and stocking of any floral
and/or plant displays or areas together with the maintenance and
repair of the landscaped areas (if any)
13 The provision and replacement of signage within the Common Parts
14 The gas electricity water drainage telephone charges the cost of fuel
and all other incidental expenses of the provision of the services to
the Building
15 All insurances relating to the Common Parts and all plant and
equipment therein or thereon
16 All sums (other than the principal rent and service charge) payable
by the Landlord to the Superior Landlord pursuant to the Head Lease
17 Any otherwise irrecoverable Value Added Tax payable on any of the
costs referred to in this Schedule
Part 2
Calculation of the Service Charge
and the costs of services provided to the Building
1
1.1 The Landlord shall as soon as practicable after the end of
each Service Charge Period:-
1.1.1 prepare an account or accounts giving particulars of the
Service Charge and the costs of services provided to the
Building for that Period and showing the Tenant's Proportion
of the Service Charge and of the Tenant's part the costs of
services provided to the Building; and
1.1.2 supply to the Tenant a copy of such account or accounts
1.2 Upon such account or accounts being certified by the Landlord's
Surveyor (which certificate shall be conclusive save in the case of
manifest error) it shall be promptly given to the Tenant
2
2.1 Advance payments on account of the Tenant's Proportion of the Service
Charge or the Tenant's part of the costs of services provided to the
Building in respect of a Service Charge Period shall be paid to the
Landlord by the Tenant according to the reasonable estimate made by
the Landlord's Surveyor acting as expert of the amount of the Service
Charge or the amount of the costs of services to be provided to the
Building for that Period
2.2 Written notice of such estimate shall be promptly given to the Tenant
2.3 Such payments shall be made by equal instalments on each of the
quarter days occurring during the relevant Service Charge Period or
(if the estimate is notified to the Tenant after such a quarter day)
on such of them as occur after such notification
2.4 The first advance payment shall be:-
2.4.1 in respect of the period from the Commencement Date until
the next quarter day after the date of this Lease;
2.4.2 paid by the Tenant on the date of this Lease; and
2.4.3 calculated according to an estimate of the Service Charge or
the amount of the costs of services to the Building made in
accordance with paragraph 2.1 of this Part of this Schedule
and notified in writing to the Tenant
3 If the Tenant's Proportion of the Service Charge or the Tenant's part
of the costs of services to the Building for a Service Charge
Period:-
3.1 exceeds any amounts paid by the Tenant to the Landlord as advance
payments on account thereof the amount of the excess (or the whole
proportion if no advance payments have been made) shall
(notwithstanding the expiration or sooner determination of the Term)
be paid by the Tenant to the Landlord within twenty-one days of the
supply to the Tenant of the account or accounts pursuant to paragraph
1 of this Part of this Schedule; or
3.2 is less than such amounts so paid the amount of the difference shall
be credited to the Tenant against the next payments of rents due or
repaid to the Tenant in the event of expiration or sooner
determination of the Term
4 In respect of each of the Service Charge Periods in which occur the
Commencement Date and the date of the expiration or sooner
determination of the Term the Tenant shall only be obliged to pay the
Tenant's Proportion of the Service Charge and the Tenant's part of
the costs of services to the Building in respect of that part of the
Service Charge and the costs of services to the Building for that
Period as bears to the whole of that Service Charge or of the costs
of services to the Building (as appropriate) the same proportion that
the number of days of the Term occurring in the relevant Period bears
to 365
5 The parties agree that nothing in this Lease or otherwise shall
oblige the Tenant to pay more than (pound)15,200 in any single year
of the Term (and proportionately for any part of a year) in respect
of service charges payable under this Lease
FIRST ANNEXURE
BUILDING NO. 589 (Postal 270)
BATH ROAD
TRADING ESTATE
SLOUGH
Part of the ground floor measuring approximately [26.88m (88'2") x 35.74m
(117'3")] within a three storey office building with roof top plant room and
providing net internal floor area of-
Part of Ground Floor [700.19m(2) 7,537sq.ft.]
-------------------------------------------------------------------------------
EXTERNAL AREAS
--------------
INTERNAL
--------
FLOOR
-----
Reinforced concrete slab to the office areas designed to carry a uniformly
distributed load of 15KN/m2 at ground floor level.
Office areas complete with 600 x 600 PSA medium grade steel encapsulated raised
access floor finished with ▇▇▇▇▇▇▇▇ cut pile fusion bonded 100% nylon carpet
tiles. False floor zone 450mm overall.
Toilet areas with ceramic tile finish and matching skirtings.
Cleaners cupboards floors finished with Polysafe safety sheet vinyl flooring.
CEILINGS
--------
Office areas provided with proprietary suspended ceiling system with Solitex
mineral fibre tiles in an exposed polyester powder coated grid.
Toilets have plasterboard ceiling fixed to metal firrings with vinyl silk
emulsion paint finish.
INTERNAL WALLS
--------------
Internal partition walls to staircases, toilets and plant duct areas of
concrete blockwork or drylined construction. The internal partitioning between
the atrium and office areas comprising aluminium framing with anodised finish
and single glazing to match the external office elevations (including spandrel
panels). The system is fire rated as required.
Office and staircase walls with plasterboard drylined finish of appropriate
fire resistant construction with emulsion paint and emulsion paint to concrete
columns.
Toilet areas lined with a proprietary laminate panel system.
Internal doors comprise factory applied catalysed paint finish solid core flush
doors, fire resisting where required. Ironmongery is polished stainless steel
tubular range with matching door closers where specified.
WC partitions, doors and duct ▇▇▇▇▇▇▇ comprising proprietary plastic laminated
panel systems. Luxaflex stove enamelled slat blinds with powder coated boxes to
offices.
ACCOMMODATION
-------------
Ground Floor (Male) 2 no. Low level WC suites in cubicles.
2 no. Urinal bowls with automatic
flushing cistern.
3 no. Wash hand basins inset to
vanity unit.
1 no. Wall mounted flush stainless
steel paper towel dispenser and
bin.
Ground Floor (Female) 2 no. Low level WC suites in cubicles.
2 no. Wash hand basins inset to
vanity unit.
1 no. Wall mounted flush stainless
steel paper towel dispenser and
bin.
Ground Floor (Disabled) 1 no. Low level disabled WC suite.
1 no. Low level wash hand basin.
1 no. Wall mounted flush stainless
steel paper towel dispenser and
bin. Grab rails.
Cleaners cupboard 1 no. Steel cleaners sink.
All sanitaryware is in white glazed vitreous china complete with hot and cold
water services as appropriate and connection to soil water drainage. Toilet
suites are Armitage ▇▇▇▇▇▇ Braemar with concealed cisterns. Sinks are ▇▇▇▇▇
▇▇▇▇▇ round sinks.
Vanity units are black granite and Grohe Chiara chrome mixer taps and full
width mirrors behind.
FIRE ALARM INSTALLATION
-----------------------
A comprehensive, fully addressable, manual and automatic fire alarm system is
provided in accordance with BS5839 and other relevant standards.
ELECTRICAL INSTALLATION
-----------------------
Main control and protection is provided as follows:-
Tenant Fuseboards 1 no. 16- way TP&N MCB fuseboard.
Artificial lighting is afforded as follows:-
Office area ▇▇▇ ▇▇. 500 x 500, 2x36w HF TCL luminaire with
Category 2 louvre.
Male WC 3 no. 210mm dia compact fluorescent luminaire
with frosted glass cover.
1 no. 1200mm single ▇▇▇▇▇▇ luminaire with grid
diffuser.
1 no. 1500mm, 1x50w fluorescent.
WC lobby 1 no. 210mm dia compact fluorescent luminaire
with frosted glass cover.
Female WC 2 no. 600mm single ▇▇▇▇▇▇ luminaires with grid
diffuser.
2 no. 210mm dia compact fluorescent luminaire
with frosted glass cover.
Disabled WC 2 no. 210mm dia compact fluorescent luminaire
with frosted glass cover.
Water heater room 1 no. 1500mm, 2x58w ▇▇▇▇▇▇ luminaire with
polycarbonate prismatic diffuser.
Cleaners cupboard 1 no. 600mm single ▇▇▇▇▇▇ luminaire
Tea recess 2 no. 130mm dia. fluorescent luminaire with
frosted glass cover.
Emergency lighting is provided for means of escape to BS5266 by means of self
contained maintained units.
2 no. metal cased double socket outlets provided to the toilet core recess.
1 no. single switched socket outlet in WC lobby.
1 no. metal cased double switched socket in the riser cupboard.
59 no. three-compartment floor boxes comprising one compartment with two-gang
switched power socket outlets (both connected), one compartment with 4 no. RJ45
voice/data outlets (two connected) and one compartment with flat blanking plate
are provided within the raised access flooring system.
The installation is wired in PVC sheathed cable of reputable manufacture drawn
through welded screwed steel conduit or galvanised trunking fully complying
with the regulations of the Institute of Electrical Engineers.
MECHANICAL INSTALLATION
-----------------------
Air conditioning is provided with a total of 2 8 no. fan coils. Supply and
extract air is distributed through duct work in vertical shafts from and to
air handling units.
Ventilation is provided to toilet areas by an extract system achieving ten air
changes per how with makeup air taken from the office by transfer fans. The
exhaust system is equipped with standby equipment in the event of fan failure.
Heating water, hot water services and supply and extract ductwork extend from
the main risers at high level across the floor and incorporate distribution
ductwork, pipework, fan coil units, controls linked to the central data loop,
ceiling grilles and diffusers, all fittings, valves, dampers, test points and
insulation.
Cold water supplies are provided to all sanitary appliances, hot water heaters
and connections to any mechanical services plant. Drinking water is provided
at each floor level.
Hot water is provided by individual cistern electric hot water heaters located
adjacent to toilet areas.
EXECUTED as a Deed by )
POLYCOM (UNITED KINGDOM )
LIMITED acting by two )
Directors or by one )
Director and the Company )
Secretary:- )
...............................
Director
...............................
Director/Secretary
EXECUTED as a Deed by )
CLICKSOFTWARE EUROPE )
LIMITED acting by two )
Directors or by one )
Director and the Company)
Secretary:- )
............................
Director
............................
Director/Secretary