Dated
Tuesday, 24 March 2015
«PROJECT_NAME»
Landlord(s)
(1)
GREEN ENERGY COMMERCIAL LTD
Tenant
LEASE
relating to premises known as
«LOCATION»
and the airspace thereabove
PARTICULARS
PART 1 : LAND REGISTRY PARTICULARS
LR1.
Date of lease
LR2.
Title number(s)
«LAND_REGISTRY_NUMBER»«AGENT»
LR2.1
Landlord's title number(s)
«AGENT»
LR2.2
Other title numbers
LR3.
Parties to this Lease
LR3.1
Landlord(s)
Tuesday, 24 March 2015
«PROJECT_NAME» [a company incorporated
in [England and Wales] with registered number
[«COMPANY_REGISTRATION_NUMBER»]
and
whose registered office is at [«LOCATION»].
LR3.2
Tenant
Green Energy Commercial Ltd, a company
incorporated in England and Wales with
registered number 07658155 and whose
registered office is at Maine House,
Adlington Business Park, Adlington. SK10
4PZ
LR4.
Property
In the case of a conflict between this
clause and the remainder of this Lease
then, for the purposes of registration, this
clause shall prevail.
The premises (referred to in this Lease as
"the Premises") being the area upon the
Landlord's Property (as defined in the
Other Particulars to this Lease) as shown for
identification edged [
] on the attached plan,
which shall include (for the avoidance of
doubt) the airspace thereabove, but which
shall exclude (for the avoidance of doubt)
the structure, walls and roof of the
Building
(as
defined
Particulars to this Lease).
LR5.
Prescribed statements etc
LR5.1
Statements prescribed under rules Not applicable
179 (dispositions in favour of a
charity), 180 (dispositions by a
charity) or 196 (leases under the
Leasehold Reform, Housing and
Urban Development Act 1993) of
in
the
Other
the Land Registration Rules 2003
LR5.2
This lease is made under, or by Not applicable
reference to, provisions of:
LR6.
Term for which the Property is Twenty years and six months from and
leased
including the date of this Lease
(This term is referred to in this Lease as
"the Term")
LR7.
Premium
LR8.
Prohibitions or restrictions on None
None
disposing of this lease
LR9.
Rights of acquisition etc
LR9.1
Tenant's contractual rights to None
renew this lease, to acquire the
reversion or another lease of the
Property or to acquire an interest
in other land
LR9.2
Tenant's covenant to (or offer to) None
surrender this lease
LR9.3
Landlord's contractual rights to None
acquire this lease
LR10.
Restrictive covenants given in this None
lease by the Landlord in respect of
land other than the Property
LR11.
Easements
LR11.1
Easements granted by this lease The rights specified in clause 3
for the benefit of the Property
LR11.2
Easements granted or reserved by None
this lease over the Property for
the benefit of other property.
LR12.
Property
rentcharge
burdening None
the Property
LR13.
Application for standard form of None
restriction
LR14.
Declaration of trust where there is Not applicable
more than one person comprising
the Tenant
PART 2 : OTHER PARTICULARS
Building
The Landlord’s building forming part of the Landlord’s
Property.
Distribution Network
The electrical distribution system owned and operated
by the DNO.
DNO
Any person who is the holder of a licence under section
6(1)(c) of the Electricity Act 1989 to distribute electricity
and whose standard conditions of its licence have effect
in respect of the geographic area within which the Solar
System is located.
Landlord’s Property
The Landlord’s Property known as «LOCATION» shown
for identification edged [RED] on the attached plan.
Metering Equipment
all of any part of the metering equipment, instrument
transformers
(both
voltage
and
current),
other
measuring equipment and apparatus used to measure
the
kilowatts
and
kilovoltamperes
of
electricity
generated by the Solar System and/or to be exported to
a distribution network (or to such other person as the
Tenant may elect), which shall at all times be owned by
the Tenant and form part of the Solar System.
Solar System
the multiple components comprising the complete
photovoltaic system installed (or to be installed) in or
upon the Premises and/or the Landlord's Property,
including but not limited to the cells and modules,
mechanical
and
electrical
connections
including
inverters, the Metering Equipment, cabling and wiring,
switchgear and all associated equipment including
mountings, a scada system and means of regulating
and/or modifying the electricity generated, and all
alterations, improvements and additions thereto.
Rent
A peppercorn.
THIS LEASE is made on the date set out in clause LR1 of the Land Registry Particulars
BETWEEN
(1)
the Landlord; and
(2)
the Tenant
OPERATIVE PROVISIONS
1.
INTERPRETATION
1.1
The Particulars form part of this Lease and words and expressions set out in the Particulars
are to be treated as defined terms in this Lease.
1.2
In this Lease:
1.2.1
“including” means “including, without limitation”;
1.2.2
references to the end of the “Term” include the determination of the Term
before the end of the term of years granted by this Lease;
1.2.3
references to the Landlord include its successors in title and, in the case of
individuals, include their personal representatives, and the Landlord’s
covenants bind, any person in occupation of the Landlord’s Property or
deriving title under the Landlord, their successors in title, and any other
person under the Landlord’s or their control including employees, agents,
workmen and invitees; and
1.2.4
references to the Tenant include its successors in title and, in the case of
individuals, include their personal representatives, and the Tenant’s covenants
bind, any undertenant or other person in occupation of the Premises or
deriving title under the Tenant, their successors in title, and any other person
under the Tenant’s or their control including employees, agents, workmen and
invitees.
1.3
The parties to this Lease do not intend that any of its terms will be enforceable by virtue of
the Contracts (Rights of Third Parties) Act 1999 by any person not a party to it.
2.
LETTING, TERM AND TERMINATION
2.1
The Landlord with full title guarantee lets the Premises together with the benefit of the
rights set out in clause 3 to the Tenant for the Term reserving to the Landlord the Rent.
2.2
The Tenant may quietly enjoy the Premises and the exercise of the rights in clause 3
throughout the Term without any interruption by the Landlord or anyone lawfully claiming
under or in trust for the Landlord.
3.
TENANT'S RIGHTS
3.1
The Premises are let with the benefit of all the rights granted in the deeds referred to in
the title number of the Premises specified at clause LR.2.1 of the Land Registry Particulars
of this Lease together with the following rights for the benefit of the Tenant and those
authorised by the Tenant, so far as the Landlord is able to grant them:
3.1.1
to install, maintain, inspect (which shall include the taking of meter readings
and collecting data from the Solar System including by way of remote
monitoring), repair, alter, replace, remove and operate within and upon the
Landlord's Property the Solar System including the right to attach the Solar
System upon the Premises (including, if applicable, the roof of the Building)
and to carry out all associated electrical and construction works;
3.1.2
to use all means of access with prior consent, consent not to be unreasonably
withheld, in and over the Landlord's Property (which for the avoidance of
doubt includes the Building and, to the extent necessary, through any
neighbouring land between the Landlord's Property and the adopted highway)
in order to exercise the rights granted in this Lease and to comply with the
Supplier’s obligations under this Lease;
3.1.3
to connect into, use and alter the conduits and existing electrical installations
serving the Landlord's Property for the passage or transmission of utilities to
and from the Solar System and the Landlord's Property; and
3.1.4
To provide support for the Solar System (and, to the extent any part of the
Solar System is installed within the Building, protection) from the remainder of
the Building.
4.
RENT
If demanded, the Tenant is to pay the Rent to the Landlord annually during the Term.
5.
COSTS AND OUTGOINGS
5.1
The Tenant is under no obligation to pay to the Landlord any contribution to costs or
expenses of maintaining, inspecting, cleaning, repairing, servicing, altering, renewing,
rebuilding or replacing any part of the Landlord's Property (including the Building) or
means of access used in common between the Premises and any other property.
5.2
The Landlord acknowledges that except in respect of liability for death or personal injury or
damage to the Landlord’s Property (including the Building) caused by the negligence or
action of the Tenant, the Tenant shall have no responsibility or liability whatsoever, under
contract, tort or otherwise in the case of any failure of the Solar System to supply or
generate electricity.
6.
ASSIGNMENT, UNDERLETTING AND CHARGING
6.1
The Tenant is free to assign or novate this Lease without the consent of the Landlord and
the Landlord shall approve (such approval not to be unreasonably withheld or delayed) and
enter into such form of deed of novation as the Tenant shall reasonably require in order to
effect such assignment or novation of this Lease.
6.2
For the avoidance of doubt the Tenant may charge or part with possession (by means
including assignment and underletting) of the whole of the Premises without the consent
of the Landlord and the Tenant may assign its rights and benefits under this Lease without
the consent of the Landlord.
7.
END OF THE TERM
7.1
At the end or sooner determination of the Term the Tenant shall return the Premises to
the Landlord but shall not be under any obligation to remove anything installed by the
Tenant in or upon the Premises or the Landlord’s Property.
7.2
For the avoidance of doubt, in all circumstances where the Tenant is entitled to enter in or
upon the Premises or the Landlord's Property under this Lease the Landlord hereby
consents to the Tenant exercising such of the Rights as are reasonably necessary in order
to remove the Solar System from the Premises and/or the Landlord's Property
notwithstanding that the Lease may have been terminated.
8.
LANDLORD'S COVENANTS
8.1
The Landlord shall comply with its obligations in this Lease and shall at all times during the
Term:
8.1.1
use its reasonable endeavours to respond promptly to any request for
guidance or instruction which is reasonably required by the Tenant in relation
to the Solar System;
8.1.2
keep the Landlord's Property in sufficient repair to provide support for the
Solar System (including, in respect of roof-mounted Solar Systems, that part of
the roof and all structural or load bearing columns of any building forming part
of the Landlord 's Property as lies below the Solar System);
8.1.3
make no alteration to the Solar System and shall not remove any existing
component(s) from the Solar System (or allow others to do so);
8.1.4
not touch, obstruct, interfere with or damage the Solar System (or allow
others to do so) and employ all reasonable security measures to ensure the
security of the Solar System;
8.1.5
not obstruct the Solar System so as to prevent light falling on the Solar
System, or allow such an obstruction;
8.1.6
use its reasonable endeavours to the extent permissible by law to take any
steps necessary to restrict any party from using any neighbouring property for
any purpose which may temporarily or permanently interfere with, impede, or
restrict the flow of light to the Solar System;
8.1.7
ensure that the Landlord 's Property is, and will remain for the Term,
connected to the Distribution Network;
8.1.8
do all things reasonably necessary to ensure that the Supplier can exercise its
rights and perform its obligations under this Agreement and operate the Solar
System including, but not limited to, providing all means of access in and over
the Landlord's Property and providing constant A.C. power to the Solar System
in order to allow the Solar System to operate to its optimum performance
levels;
8.1.9
inform the Supplier immediately upon becoming aware of any material
matters, fault or damage to either the Solar System or any part of the
Landlord's Property which supports it or within which it is contained
(howsoever caused), and not take steps to repair the Solar System; and
8.1.10
Ensure that at all times the Solar System remains identifiable as being the
Tenant's property.
8.1.11
The landlord shall keep that part of the roof of the building as lies below the
property in sufficient repair to support the equipment provided, to enable the
landlord to comply with this covenant the landlord shall be permitted to
request the tenant in writing to temporarily either relocate the equipment on
the roof to the landlords property to a reasonably identified position or to
temporarily remove the equipment at the tenants absolute discretion both at
the landlords cost so that such repairs/alterations may be carried out and
carried out as expeditiously as possible. The request shall also estimate the
time the relocation or removal is likely to be required for and the landlord
shall pay in addition to the costs of relocation or removal and reinstatement
following completion of the repairs in each case the revenue lost should there
be a disconnection of the equipment for more than 48 hours or should there
otherwise be a loss of revenue where the period of disconnection exceeds 48
hours under the FiT scheme as a result of such relocation or removal. The
landlord shall pay such costs and lost revenue within seven days of written
demand.
9.
LANDLORD AND TENANT ACT 1954
9.1
The Landlord and the Tenant agree to exclude the provisions of sections 24 to 28 Landlord
and Tenant Act 1954 in relation to the tenancy created by this Lease. The Tenant confirms
that before the date of this Lease:
9.1.1
the Landlord served on the Tenant a notice (“the Notice”) on or before the
date of this Lease in relation to the tenancy created by this Lease in a form
complying with the requirements of Schedule 1 to The Regulatory Reform
(Business Tenancies) (England and Wales) Order 2003;
9.1.2
the Tenant, or a person duly authorised by the Tenant, in relation to the
Notice made a declaration (“the Declaration”) on a date being at least 14 days
before the date of this Lease in a form complying with the requirements of
Schedule 2 to The Regulatory Reform (Business Tenancies) (England and
Wales) Order 2003;
9.1.3
where the Declaration was made by a person other than the Tenant, the
declarant was duly authorised by the Tenant to make the Declaration on the
Tenant’s behalf; and
9.1.4
10.
it was not contractually bound to enter into the tenancy created by this Lease.
TITLE WARRANTY
The Landlord warrants that:
10.1.1
it has title to grant this Lease and has either (a) obtained or (b) sought to
procure all necessary consents to enable it to grant this Lease (including but
not limited to any mortgagee, superior landlord or insurer of the Landlord's
Property);
10.1.2
the use of the Premises and the exercise of the rights granted by this Lease by
the Tenant will not constitute a breach of any restrictions or covenant
affecting the Landlord’s Property; and
10.1.3
the Solar System shall at all times during the Term remain the property of the
Tenant (or any person to whom the Tenant transfers ownership thereof) and
the Landlord shall have no right, title or interest in or to the Solar System (save
the right to use of the Solar System subject to the terms and conditions of this
Lease). For the avoidance of doubt, the Tenant shall have the right to transfer
its right, title and interest in and to the Solar System to a third party without
the consent of the Landlord, provided that any such transfer shall not affect its
ability to perform its obligations under this Lease.
10.2
The Landlord will use all reasonable endeavours to obtain and/or procure all necessary
consents as may be required for the intended use of the Premises by the Tenant under this
Lease and shall (at the Tenant's cost) provide all reasonable assistance to the Tenant to
enable the Tenant to procure the registration of this Lease (and any of the rights within it)
at the Land Registry against the registered title of the Landlord's Property and shall
promptly assist the Tenant with any requisitions raised by the Land Registry (including
liaising with any funder, bank or other mortgagees of the Landlord's Property as
appropriate).
11.
TENANT'S BREAK RIGHT
11.1
The Tenant may determine this Lease at any time during the Term ("Break Date") by
serving on the Landlord not less than 30 days' prior written notice to that effect ("Break
Notice").
11.2
If the Tenant serves a Break Notice then this Lease shall immediately determine on the
Break Date but without prejudice to any right of action of either party in respect of any
previous breach by the other of this Lease.
12.
SEVERANCE
If any term of this Lease is found by any court or body or authority of competent
jurisdiction to be illegal, unlawful, void or unenforceable, such term shall be deemed to be
severed from this Lease and this shall not affect the remainder of this Lease which shall
continue in full force and effect.
13.
EXECUTION
The parties have executed this Lease as a deed and it is delivered on the date set out in
clause LR1 of the Land Registry Particulars.
EXECUTED as a DEED
[LANDLORD]
acting by a Director
by
)
)
)
Director
in the presence of:
Witness
signature
Witness name
Witness address
Occupation
EXECUTED as a DEED
GREEN ENERGY COMMERCIAL LTD
acting by a Director
in the presence of:
Witness
signature
Witness name
Witness address
Occupation
by
)
)
)
Director