This and the following [insert number of pages in Annexure A] pages comprise Annexure “A” referred to in the Lease between COUNCIL OF THE CITY OF RYDE ABN 81 621 292 610 as Crown Land Manager of RYDE PARK (R77264) RESERVE TRUST as Lessor and
[insert name of Lessee] as Lessee.
Clause Page Number
1. INTERPRETATION DEFINITIONS AND ADMINISTRATION 6
2. DEFINITIONS 6
3. CONSTRUCTION 7
4. SEVERABILITY 9
5. ESSENTIAL TERMS OF LEASE 9
6. SECTIONS OF LEGISLATION NOT TO APPLY 9
7. TERM OF LEASE 10
8. PERMITTED USE 10
9. PAYMENT OF RENT 10
10. CONTINUING OBLIGATION 12
11. NO REDUCTION IN RENT 12
12. LESSEE TO PAY RATES 12
13. LESSEE TO PAY OTHER CHARGES 13
14. LESSEE TO PAY FOR SERVICES 13
15. LESSEE TO PAY COST OF WORK 13
16. COSTS PAYABLE 13
17. INTEREST ON OVERDUE MONEYS 14
18. MANNER OF PAYMENT OF RENT AND OTHER MONEYS 14
19. GOODS AND SERVICES TAX 14
20. SUBLEASING, ASSIGNMENT AND PARTING WITH POSSESSION 14
21. TERMINATION OF LEASE 15
22. TERMINATION OF LEASE UNDER SECTION 3.43 OF CLM ACT 2016 15
23. TERMINATION OF LEASE ON XXXXXXX 00
00. ACCEPTANCE OF RENT NOT WAIVER 16
25. HOLDING OVER BY LESSEE 16
26. LESSEE TO YIELD UP 17
27. ADDITIONS AND ALTERATIONS 17
28. MAINTENANCE OF PREMISES AND ENCLOSED AREAS 18
29. LESSEE TO ERECT BARRICADES ETC 19
30. LESSEE NOT TO REMOVE MATERIALS 19
31. ADVERTISING 19
32. NOTIFICATION OF ACCIDENT 19
33. RODENTS AND VERMIN 19
34. LESSEE NOT TO BURN OFF 20
35. LESSEE NOT TO COMMIT NUISANCE ETC 20
36. HAZARDOUS SUBSTANCES 20
37. RELICS 20
38. ARTEFACTS 20
39. OWNERSHIP AND REMOVAL OF IMPROVEMENTS AND TENANT FIXTURES 21
40. GENERAL REQUIREMENT TO REPAIR 21
41. BREAKAGES 21
42. LESSOR'S RIGHT TO ENTER INSPECT AND REPAIR 21
43. INDEMNITIES AND INSURANCE 21
44. INDEMNITIES 22
45. RELEASE OF LESSOR FROM LIABILITY 22
46. NO LIABILITY FOR FAILURE OF SERVICES 23
47. LESSEE NOT TO IMPOSE LIABILITY ON LESSOR 23
48. INSURANCE - PUBLIC RISK AND OTHER INSURANCES 23
49. PROVISIONS RE POLICIES 23
50. HAZARDOUS CHEMICALS 24
51. QUIET ENJOYMENT 24
52. APPROVAL BY THE LESSOR 24
53. OPINION OF THE LESSOR 25
54. LESSEE TO COMPLY WITH ALL COMMONWEALTH AND NSW STATE LAWS 25 55. LESSEE TO COMPLY WITH ENVIRONMENTAL LAWS 25
56. LESSEE’S FAILURE TO COMPLY WITH STATUTORY REQUIREMENTS 25
57. INDEMNITY FOR NON-COMPLIANCE WITH LEGISLATION 26
58. INDEMNITY FOR BREACH OF ENVIRONMENTAL LAW 26
59. PROCEDURE - DISPUTE RESOLUTION 26
60. NOTICES 27
61. NO MORATORIUM 28
62. NO WAIVER 28
63. NO MERGER 28
64. COUNTERPARTS 28
65. CONTACT PERSON 28
66. APPLICABLE LAW 28
67. NO HOLDING OUT 28
68. WHOLE AGREEMENT 29
69. SPECIAL CONDITIONS 29
SCHEDULE 1 30
SCHEDULE 2 32
SCHEDULE 3 33
70. RETAIL LEASES ACT 33
71. LAND TAX 33
72. GUARANTEE AND INDEMNITY 33
73. SECURITY DEPOSIT 34
74. BANK XXXXXXXXX 00
00. TRADING HOURS 34
76. OTHER EXPENSES 35
77. GREASE ARRESTOR 35
78. LESSOR’S FIXTURES 35
79. RIGHT OF FIRST REFUSAL 35
80. LESSEE’S OBLIGATIONS AT THE END OF THIS LEASE 36
81. FIT OUT 36
82. OUTDOOR SEATING AREA 37
SCHEDULE 4 38
The Lessor and the Lessee hereby covenant and agree the one with the other as follows:
Authority for Grant of Lease
1.1 The Lessor warrants:
(a) that the Premises comprise the whole or part of dedicated or reserved Crown land within the meaning of the CLM Xxx 0000;
(b) that the Lessor is the Crown land manager of the Reserve under Part 3 of the CLM Xxx 0000;
(c) that the Lessor has power under Part 3 Division 3.4 of the CLM Xxx 0000 to grant a lease of the Reserve or part thereof.
In this Lease unless the contrary intention appears:
Business Day means any day which is not a Saturday, Sunday or Public Holiday in Xxx Xxxxx Xxxxx;
XXX Xxx 0000 means the Crown Land Management Xxx 0000;
Commencing Date means the date specified in Column 2 of Item 1 of Schedule 1;
Environment has the same meaning given to that term in the Protection of the Environment Operations Xxx 0000;
Environmental Law means any Law relating to the protection of the Environment;
Terminating Date means the date on which the Term expires, as specified in Column 2 of Item 3 of Schedule 1;
Hazardous Substance means a substance that because of its quantity, concentration, acute or chronic toxic effects, carcinogenicity, teratogenicity, mutagenicity, corrosiveness, flammability, or physical, chemical or infectious characteristics, may pose a hazard to property, human health or the environment when improperly treated, stored, disposed of or otherwise managed;
Improvements mean any structure or work of a permanent nature attached to the land;
Law includes the provisions of any statute, rule, regulation, proclamation, ordinance or by-law, present or future, whether state, federal or otherwise;
this Lease means this Lease Agreement including the Schedules, and all Annexures hereto;
Local Council means the council established under the Local Government Xxx 0000
for the Local Government Area in which the Premises are situated;
Minister means the Minister for the time being administering the CLM Xxx 0000 or any Act consolidating or replacing that Act;
Party means a party to this Lease;
Premises means the land and/or buildings described in Part 2 of Schedule 2;
Regulations means the Local Government (General) Regulation 2005 and Crown Land Management Regulation 2018, as amended or replaced from time to time;
Rent means the rent reserved under Clause 9 of this Lease;
Reserve means the dedicated or reserved Crown land described in Part 1 of Schedule 2;
Retail Leases Act means the Retail Leases Xxx 0000 (NSW) or any Act enacted in substitution thereof in the event of its repeal, and includes regulations thereunder as amended from time to time;
Revocation means the revocation of the reservation or dedication of the Reserve under Sections 2.7 or 2.11 of the CLM Xxx 0000;
Sub-Lessee means a person who holds a sub-lease of any part of the Premises from the Lessee in accordance with a provision of this Lease;
Tenant Fixtures means any plant equipment fittings or improvements in the nature of fixtures brought onto the Premises by, on behalf of, or at the request of the Lessee;
Term means the period specified in Column 2 of Item 2 of Schedule 1;
Termination means a termination of this lease as a consequence of the expiration of the Term (or any extension thereof), a termination by virtue of Section 3.43 of the CLM Xxx 0000 or a termination under Clause 23.
3.1 Construction in accordance with this Clause
This Lease shall be construed in accordance with this clause unless the context requires otherwise.
3.1.1 Clauses and Sub-clauses
(a) A reference to a clause includes all sub-clauses, paragraphs, subparagraphs and other components which form part of the clause referred to.
(b) A reference to a sub-clause includes any sub-paragraphs and other components of the sub-clause referred to.
3.1.2 Contra Preferentum
No rules of construction shall apply to the disadvantage of any party responsible for preparation of this Lease or any part of it.
3.1.3 Defined Terms
If a word or phrase is defined cognate words and phrases have corresponding definitions. A defined term, unless inconsistent with the context of its use, is denoted by the appearance of that word using a capital letter at the beginning of that word.
Words importing any gender include the other genders.
Headings (including any headings described as parts and sub-headings within clauses) wherever appearing shall be ignored in construing this Lease.
A reference to this Lease shall include any extension or variation of this Lease.
A reference to $ or "dollars" is a reference to the lawful currency of Australia.
A reference to a person includes:
(a) an individual, a firm, unincorporated association, corporation and a government or statutory body or authority; and
(b) the legal personal representatives, successors and assigns of that person.
Words importing the singular include the plural and vice versa.
If an inconsistency occurs between the provisions of this Lease and the provisions of a lease granted in accordance with this Lease, the provisions of this Lease shall prevail.
A reference to a statute, legislation, ordinance, code or other law includes regulations and other statutory instruments under it and consolidations, amendments, re- enactments or replacements of any of them made by any legislative authority.
A reference to time is a reference to local time in Sydney.
A reference to writing includes any mode of representing or reproducing words in tangible and permanently visible form.
3.2 Warranties and Undertakings
(a) The Lessee warrants that it:
(1) has relied only on its own inquiries about this Lease; and
(2) has not relied on any representation or warranty by the Lessor or any person acting or seeming to act on the Lessor’s behalf.
(b) The Lessee must comply on time with undertakings given by or on behalf of the Lessee.
3.3 Further assurances
Each Party must do everything necessary to give full effect to this Lease.
3.4 Relationship of Lessor and Lessee
Nothing contained or implied in this Lease will be deemed or construed to create the relationship of partnership or of principal and agent or of joint venture between the Lessor and the Lessee. Specifically, the Parties understand and agree that neither the method of computation of Rent, nor any other provision, nor any acts of the Lessee and the Lessor or either of them will be deemed to create any relationship between them other than the relationship of Lessor and Lessee upon the terms and conditions only as provided in this Lease.
3.5 Time to be of the essence
Where in any provision of this Lease a party is given or allowed a specified time within which to undertake or do any act or thing or any power is conferred or any event occurs after the lapsing of a specified time, time shall be the essence of the contract in that regard.
Any provision of this Lease, which is prohibited or unenforceable in any jurisdiction, shall as to such jurisdiction be ineffective to the extent of such prohibition or inability to enforce without invalidating the remaining provisions of such provisions in any other jurisdiction.
The Lessor and the Lessee agree that the clauses specified in Column 2 of Item 15 of Schedule 1 are essential conditions of this Lease.
6.1 The covenants and powers implied in every lease by virtue of Sections 84, 84A, 132, 133, 133A and 133B of the Conveyancing Xxx 0000 do not apply or are not implied in this Lease and are expressly negatived except in so far as the same or some part or parts of it are included in the covenants hereinafter contained. The employment in this Lease of any words in any of the forms of words contained in the first column of Part II of the Fourth Schedule to the Conveyancing Xxx 0000 shall not imply any covenant under Section 86 of that Act.
6.2 Part 4 of the Civil Liability Act 2002 (NSW) does not apply to this Lease.
TERM AND PERMITTED USE
The Lessor grants to the Lessee a lease of the Premises for the Term specified in Column 2 of Item 2 of Schedule 1. The Term shall commence on the Commencing Date specified in Column 2 of Item 1 of Schedule 1.
8.1 The Lessee will not use the Premises or allow the Premises to be used for any purpose other than the Permitted Use specified in Column 2 of Item 4 of Schedule 1.
8.2 Unless expressly permitted under a provision of this Lease the Lessee will not reside on the Premises or permit any other person to reside on the Premises.
LESSEES RENT AND OUTGOINGS
For the purposes of this clause:
Base Annual Rent means:
(a) the Initial Rent where the Rent has not been adjusted or redetermined in accordance with sub-clauses 9.3 or 9.4; or
(b) in any other case - the Rent as last redetermined or adjusted in accordance with the provisions of sub-clauses 9.3 or 9.4;
Due Date means the date for payment of Rent under this Lease as is specified in Column 2 of Item 7 of Schedule 1 and thereafter each anniversary of that date;
Initial Rent means the Rent payable under this Lease in respect of the Premises as is specified in Column 2 of Item 5 of Schedule 1 expressed as an annual amount;
Market Rent means the Rent that would reasonably be expected to be paid for the Premises if it were offered for the same or a substantially similar use to which the Premises may be put under this lease and on similar terms and conditions;
Market Rent Review Date means the date specified in Column 2 of Item 8 of Schedule 1;
Rent means the greater of:
(a) the Base Annual Rent payable upon each Due Date; or
(b) the statutory minimum Rent payable in respect of a lease granted under the CLM Xxx 0000 which is not subject to any rebate;
Rent Adjustment means an adjustment of Rent made under sub-clause 9.3.
9.2 Lessee to Pay Rent
The Lessee covenants with the Lessor that the Lessee will on the Commencing Date and thereafter during the whole of the Term on the Due Date pay the Rent to the Lessor in accordance with the provisions of this clause without demand free of exchange and without deduction whatsoever.
9.3 Calculation of Rent Adjustment
(a) On each Anniversary of the Due Date the Rent will be adjusted in accordance with the following formula:
R B C
R represents the Base Annual Rent following adjustment under this Clause;
B represents the Base Annual Rent before adjustment under this Clause;
C represents the Consumer Price Index number for the last quarter for which such a number was published before the due date; and
D represents the Consumer Price Index number for the last quarter of the last adjustment of rent for which such a number was published.
(b) In this clause “Consumer Price Index number” in relation to a quarter, means the number for that quarter appearing in the Consumer Price Index (All Groups Index) for Sydney published by the Australian Statistician.
(c) Any Rent adjusted under this sub-clause must be adjusted to the nearest whole dollar.
(d) An adjustment of Rent made under this clause shall take effect on its Due Date notwithstanding that any Rent notice to the Lessee is not issued until after that date.
9.4 Market Rent Review
(a) In addition to the Rent adjustment provided for in clause 9.3 the Rent may, subject to the following provisions of this clause, be redetermined to an amount that is the market Rent on that date with effect on and from each Market Rent Review Date by the Lessor.
(b) A redetermination of Rent for the purposes of sub-clause 9.4(a) will be taken to have been made on the Market Rent Review Date if it is made at any time within the period of six months before and up to six months after that Market Rent Review Date.
(c) Where the Lessor does not redetermine the Rent as provided for in clause 9.4(a) it may subsequently redetermine the Rent at any time before the next Market Rent Review Date. No succeeding Market Rent Review Date will be postponed by reason of the operation of this clause.
(d) An adjustment of Rent made under sub-clause 9.4(c) will take effect and be due and payable on the next due date following the date of issue of the notice
of adjustment (or where the said due date and the date of issue of the notice of redetermination are the same, then that date) even if the Lessee wishes to dispute the redetermination.
(e) The parties agree that the Market Rent is to be determined in accordance with the procedure stipulated in the Retail Leases Act or such other statutory mechanism that may replace the provisions of the Retail Leases Act applicable at the date of this Lease. In the event of any inconsistency between these clauses and the Retail Leases Act, the parties acknowledge the Retail Leases Act provisions shall apply.
9.5 Set increase
On each Anniversary of the Due Date the Rent will be increased by the following [TBC} % increase.
The obligation of the Lessee to pay the Rent is a continuing one during the Term of this Lease and any extension of it and shall not xxxxx in whole or in part or be affected by any cause whatsoever.
Subject to this Lease the Lessee will not without the written consent of the Lessor by any act, matter or deed or by failure or omission impair, reduce or diminish directly or indirectly the Rent required to be paid under this Lease. However, if at any time during the Lease:
(a) some natural disaster or other serious event occurs which is beyond the reasonable control of the Lessee; or
(b) as a result of the damage, the Lessee is not able to use the Premises in a reasonable manner,
the Lessee’s obligations to pay Rent will xxxxx to the extent proportional to the effect on the Lessee’s ability to occupy and use the Premises until the Premises are restored to a condition in which the Lessee is able to conduct the Lessee’s activities and/or occupy the Premises in a reasonable manner.
12.1 The Lessee will when the same become due for payment pay all (or in the first and last year of the Term the appropriate proportionate part) rates, taxes (including Land Tax), assessments, duties, charges and fees whether municipal, local government, parliamentary or otherwise which are at any time during the currency of this Lease separately assessed and lawfully charged upon, imposed or levied in respect of the Lessee's use or occupation of the Premises to the extent referable to the Lessee's use or occupation of the Premises.
12.2 The Lessee will if required by the Lessor produce to the Lessor evidence for such payments within 10 business days after the respective due dates for payment and in case such rates, taxes, duties and fees so covenanted to be paid by the Lessee are not paid when they become due the Lessor may if it thinks fit pay the same and any such sum so paid may be recovered by the Lessor from the Lessee.
The Lessee will pay (or reimburse the lessor) all other fees, charges and impositions not referred to in clause 12 for which it may properly be liable and which are at any time during the Term payable in respect of the Premises or on account of the use and occupation of the Premises by the Lessee including but without limitation:
(a) All premiums and other mounts in respect of insurances effected by the Lessor relating to the Premises;
(b) Cost of maintenance, repair and servicing, redecoration ad renovation of the premises, excluding the cost of any structural repair;
(c) All costs incurred in management, control, and administration of the Premises;
(d) Costs of supplying services to the Premises; and
(e) All costs associated with gardening and pest and vermin control.
The Lessee will as and when the same become due for payment pay to the Lessor or to any other person or body authorised to supply the same all proper charges for gas, electricity, water or other services supplied to the Lessee or consumed in or on the Premises, by the Lessee. If any services are not separately metered, then the Lessee shall pay the amount that the Lessor reasonably assesses to be the proportion that is payable by the Lessee. The Lessee shall also be required to pay for water usage as requested from the Lessor.
Whenever the Lessee is required under this Lease to do or effect any act, matter, work or thing then the doing of such act matter or thing will unless this Lease otherwise provides be at the sole risk, cost and expense of the Lessee.
16.1 Costs Payable to Lessor
Except where a law limits costs being incurred by a Lessee being recovered from the Lessor, the Lessee will pay in full the Lessor's reasonable legal costs, the fees of all consultants and all duties fees, charges and expenses incurred reasonably, properly and in good faith by the Lessor in consequence of or in connection with or incidental to:
(a) any variation of this Lease made otherwise than at the request of the Lessor;
(b) any application for the consent of the Lessor and the Minister if applicable under this Lease;
(c) any and every failure to comply, breach or default by the Lessee under this Lease;
(d) the exercise or attempted exercise of any right power privilege authority or remedy of the Lessor under or by virtue of this Lease;
(e) the examination of plans, drawings and specifications of any improvement erected or constructed or to be erected or constructed on the Premises by the Lessee and the inspection of it, in this case the costs to be mutually agreed;
(f) any entry, inspection, examination, consultation or the like which discloses a breach by the Lessee of any provision of this Lease;
(g) the Lessee requiring the Lessor to do any act, matter or thing under this Lease, unless otherwise provided for in this Lease, the Lessee will reimburse the Lessor for all reasonable costs and expenses incurred in complying with that requirement.
The Lessee will pay interest to the Lessor on any moneys due and payable under the Lease or on any judgment in favour of the Lessor in an action arising from the Lease until all outstanding moneys including interest are paid in full. The rate of interest applicable is the rate set by the Lessor’s Bank for the time being as its benchmark rates for overdrafts of one hundred thousand dollars ($100,000.00) or more. Interest will accrue and be calculated daily.
The Rent and other moneys payable in accordance with this Lease must be paid to the address or bank account specified in Column 2 of Item 9 of Schedule 1 or to such other person or at such other address as the Lessor may from time to time direct by notice in writing served on the Lessee.
19.1 For the purposes of this Lease, "GST", "taxable supply", "consideration" and "tax invoice" have the meanings given to those terms in the A New Tax System (Goods and Services Tax) Xxx 0000 (Cth).
19.2 All payments to be made or other consideration to be provided under this Lease are GST exclusive unless otherwise expressly stated. If any payment or consideration to be made or provided by the Lessee to the Lessor is for a taxable supply under the Lease on which the Lessor must pay GST and the Lessor gives the Lessee a tax invoice, the Lessee must pay to the Lessor an amount equal to the GST payable (the "GST Amount") by the Lessor for that taxable supply upon receipt of that tax invoice.
19.3 The Parties agree that they are respectively liable to meet their own obligations under the GST Law. The GST Amount must not include any amount incurred in respect of penalty or interest or any other amounts payable by the Lessor as a result of default by the Lessor in complying with the GST Law.
20.1 The Lessee may not sublet, assign this Lease or part with possession of the Premises or any part of them without the consent of the Lessor. The Lessor will not unreasonably withhold its consent.
20.2 The Lessee agrees that consent will be taken not to have been "unreasonably withheld" if the Lessor has been served with a notice by the Minister requiring the Minister's consent to any assignment or sub lease or parting with possession of the
Premises and the Minister has been requested to give consent but has not given that consent.
20.3 If the Lessee is a corporation, it will be treated as assigning this Lease, for the purposes of sub-clause 20.1, if the person or persons who beneficially own or control a majority of its voting shares at the commencement of this Lease cease to do so, except as a result of transmission on the death of a shareholder. This clause will not apply if the Lessee is a corporation, the voting shares of which are listed on a Stock Exchange in Australia.
20.4 The Lessee is to pay the Lessor's reasonable legal and other costs relating to considering and giving consent, including any costs which the landlord incurs in making inquiries as to the respectability, solvency, responsibility, stature, experience and capability of any proposed subtenant or assignee or the person to whom possession is to be transferred. If required by the Lessor, then the parties must enter into a deed of assignment.
20.5 The Lessee may not mortgage or charge this Lease or any estate or interest in the leased Premises.
Subject to Clauses 22 and 23 this Lease terminates on the date specified in Column 2 of Item 3 of Schedule 1.
22.1 The Lessor and Lessee acknowledge that, subject to sub-clause 22.2, this Lease will terminate under Section 3.43 of the CLM Xxx 0000 if the reservation or dedication over that part of the Reserve that comprises the whole or part of the Premises is revoked, unless the revocation notification otherwise provides.
22.2 Where only part of Premises is affected by a revocation or proposed revocation the Lessor undertakes to consult with the Lessee and the Lessee undertakes to consult with the Lessor to determine if an agreement under Section 3.43(2) can be reached for the continuation of this Lease in respect to that part of the Premises not affected by the revocation.
22.3 The Lessee expressly acknowledges that as provided by Section 3.43(4) of the CLM Xxx 0000 no compensation shall be payable in respect of the Termination of this Lease by the operation of Section 3.43.
23.1 The Lessor may end the Lease in the manner set out below in the following circumstances:
(a) if the Rent or any part of it or any other moneys owing to the Lessor under the Lease is or are in arrears for one month, whether formally demanded or not;
(b) if the Lessee breaches an essential condition of this Lease or any rule or regulation made under this Lease;
(c) if defects notified under a provision of this Lease are not remedied within the time specified in the notice;
(d) if the Lessee is a corporation and an order is made or a resolution is passed for its winding up except for reconstruction or amalgamation;
(e) if the Lessee is a company and ceases or threatens to cease to carry on business or goes into liquidation, whether voluntary or otherwise, or is wound up or if a liquidator or receiver (in both cases whether provisional or otherwise) is appointed;
(f) if the Lessee is a company and is placed under official management under the corporations law or enters a composition or scheme of arrangement;
(g) if the interest of the Lessee under this Lease is taken in execution;
(h) if the Lessee or any person claiming through the Lessee conducts any business from the leased Premises after the Lessee has committed an act of bankruptcy.
23.2 In the circumstances set out in sub clause 23.1, the Lessor may end the Lease by:
(a) notifying the Lessee that it is ending the Lease; or
(b) re-entering the Premises, with force if necessary, and ejecting the Lessee and all other persons from the Premises and repossessing them; or
(c) doing both.
23.3 If the Lessor ends this Lease under this clause, the Lessee will not be released from liability for any prior breach of this Lease and other remedies available to the Lessor to recover arrears of Rent or for breach of this Lease will not be prejudiced.
23.4 If the Lessor ends this Lease under this clause or under clause 22, it may remove the Lessee's property and store it at the Lessee's expense without being liable to the Lessee for trespass, detinue, conversion or negligence. After storing it for at least one month, the Lessor may sell or dispose of the property by auction or private sale. It may apply any proceeds of the auction or sale towards any arrears of Rent or other moneys or towards any loss or damage or towards the payment of storage and other expenses.
23.5 If the Lessor ends this Lease under this clause, it may, besides any other rights and remedies that it might have, recover from the Lessee damages for the loss of the benefit of the rest of this Lease.
Demand for, or acceptance of Rent or any other moneys due under this Lease by the Lessor after forfeiture does not operate as a waiver of forfeiture.
25.1 On and from the Terminating Date of this Lease, the Lessee shall be entitled with the consent of the Lessor to remain in possession of the Premises on the following terms and conditions:
(a) the Lessee shall become a monthly tenant of the Lessor at a monthly rental equivalent to one twelfth of the annual Rent payable at the time of expiration of this Lease;
(b) the Lessee shall comply with and be bound by the terms and conditions of this Lease insofar as the terms and conditions are applicable, provided that the Lessor may from time to time by notice in writing served on the Lessee direct that any particular condition not apply or be amended in the manner set out in the notice.
25.2 The Lessor and the Lessee expressly agree that where any provision of this Lease confers any right, duty, power or obligation on a Party upon the expiration of this Lease and the Lessee is authorised to remain in possession of the Premises pursuant to a consent granted under this clause the emergence of the right, duty, power or obligation shall be postponed until such time as the Lessee ceases to be entitled to possession pursuant to this clause.
25.3 The tenancy created by operation of this clause may be determined by the Lessor serving on the Lessee a notice to quit. The notice shall take effect at the expiration of the period of one month from the date of service of the notice or such further period as may be specified in the notice.
25.4 The tenancy created by operation of this clause may be determined by the Lessee serving on the Lessor a notice stating that as from a date specified in the notice the tenancy is surrendered.
26.1 The Lessee will forthwith upon the expiry or determination of this Lease or any extension of it peaceably vacate the Premises at the Lessee’s expense.
26.2 The Lessee must:
(a) unless otherwise provided for in this Lease, remove the Tenant Fixtures and must remove any signs, names, advertisements, notices or hoardings erected, painted, displayed, affixed or exhibited upon, to or within the Premises by or on behalf of the Lessee (other than a notice displayed by the Lessor); and
(b) unless otherwise provided for in this Lease, rehabilitate the Premises, (to the extent to which it has been altered or affected by the Lessee’s occupation and use of the Premises) as nearly as practicable to the original condition before the installation of the Tenant Fixtures to the reasonable satisfaction of the Lessor; and
(c) ensure that when it vacates the Premises, the Premises comply with any Environmental Law to the extent that it did so at the time of granting of this Lease; and
(d) leave the Premises in a clean and tidy condition and make good the premises to the Lessor’s reasonable satisfaction.
OBLIGATIONS AND RESTRICTIONS RELATING TO PREMISES
The Lessee shall not make any additions or alterations to the Premises without first obtaining the written consent of the Lessor, the Minister (unless it has been deemed to have been given under section 2.23 of the CLM Act 2016) and any development consent required under the Environmental Planning & Assessment Xxx 0000. Any
additions or alterations consented to by the Lessor and the Minister shall be carried out at the Lessee’s expense and in a workmanlike manner.
28.1 Repairs and maintenance
The Lessee must at its own cost:
(a) keep the Premises and the Lessee’s Property clean and free from rubbish, store all rubbish in proper containers and have it regularly removed;
(b) keep the Premises in the same condition as it was in at the date the Lessee first entered occupation of the Premises (fair wear and tear excepted) including repairing or replacing anything in the Premises (including all furnishings and floor coverings) which are damaged, worn or destroyed with items of at least the same quality;
(c) paint and, where appropriate paper, any parts of the Premises previously painted or papered whenever reasonably required by the Lessor;
(d) maintain in working order all plumbing, drains, pipes and sewers exclusively servicing the Premises;
(e) maintain any planters, gardens or landscaped areas in the Premises in good condition, well watered, properly drained and free of weeds;
(f) treat in a proper and professional manner (including polishing or varnishing as appropriate) all surfaces of the Premises (including wood, tile and metal surfaces) with the appropriate materials approved by the Lessor when reasonably required by the Lessor;
(g) repair all defective lights, fluorescent tubes, windows, doors and locks in or exclusively servicing the Premises;
(h) make good any damage caused to any adjacent property by the Lessee;
(i) take all reasonable measures to ensure that any fair wear and tear to the Premises does not cause any loss or damage to the Premises, the Building, or any person; and
(j) give the Lessor prompt written notice of any material damage to the Premises or anything likely to be a risk to the Premises or any person in the Premises.
The Lessee agrees to comply with all directions of the Lessor in relation to the operation of the boom gates at the Reserve. The Lessee must also keep the Premises locked and secured at all times when not in use.
The Lessee must ensure that it keeps its bins in the area designated for the bins as advised to the Lessee by the Lessor from time to time. The Lessee must keep its bins and the said area clean and tidy at all times. The indemnities herein granted in favour
of the Lessor extend in respect of this area as well. The Lessee will use this area at its own risk.
Where the Premises or any part of the Premises become to the knowledge of the Lessee (or which ought reasonably to be in the knowledge of the Lessee) unsafe, hazardous or dangerous the Lessee will forthwith erect such warning signs, fences and barricades as may be necessary until the Premises are rendered safe.
30.1 The Lessee will not mine, remove, extract, dig up or excavate any sand, stone, gravel, clay, loam, shell or similar substance from, on or in the Premises or permit any other person to undertake such action without the prior consent in writing of the Lessor and the Minister and subject to such conditions as the Lessor or the Minister may determine.
30.2 Sub clause 30.1 does not apply to any removal, digging up or excavation as may be necessary to construct or undertake any improvement authorised by or under this Lease provided that any such removal, digging up or excavation is undertaken in accordance with the requirements of that authorisation.
30.3 A failure by the Lessee to comply with any condition imposed pursuant to sub clause
30.1 constitutes a failure by the Lessee to comply with a provision or covenant of this Lease.
31.1 The Lessee must not permit to be displayed or placed on the Premises or any part of them any sign, advertisement or other notice without first obtaining the Lessor's written consent other than safety signs, in respect of which the Lessor's consent will not be required; and
31.2 The Lessor may at any time by notice in writing require the Lessee to discontinue to use any piece or mode of advertising to which the Lessor has granted consent under sub-clause 31.1 which in the opinion of the Lessor has ceased to be suitable or has become unsightly or objectionable and the Lessee on receipt of the notice must comply accordingly.
The Lessee will give to the Lessor prompt notice in writing of any serious accident to any person or accident to the Premises or serious defect at or to the Premises unless that defect or accident is capable of being and is promptly remedied by the Lessee.
The Lessee will take all reasonable precautions to keep the Premises free of rodents, vermin, insects and pests and will in the event of failing to do so if required by the Lessor but at the cost of the Lessee employ from time to time a duly certified pest exterminator approved by the Lessor whose approval will not be unreasonably withheld. In performing its obligations pursuant to this clause the Lessee and any
person acting on the Lessee's behalf will not use any substance or undertake any activity prohibited by any law.
If applicable, the Lessee will not carry out any burning off on the Premises except with the prior consent of the Lessor in writing, which consent shall not be unreasonably withheld, and after compliance with the requirements of the Rural Fires Xxx 0000. Any consent granted in accordance with this condition shall be subject to such reasonable conditions as the Lessor may impose.
The Lessee will not:
(a) carry on or permit to be carried on at the Premises any noxious, nuisance or offensive trade or business; or
(b) do or permit to be carried on at the Premises any act, matter or thing which results in nuisance damage or disturbance to the Lessor or owners or occupiers of adjoining or neighbouring lands or buildings; or
(c) use the Premises for any illegal activity.
The Lessee must not bring on to the Premises or keep any Hazardous Substance on the Premises without the prior consent of the Lessor, which consent shall not be unreasonably withheld.
37.1 Unless authorised to do so by a permit under section 87 or a consent under section
90 of the National Parks and Wildlife Xxx 0000 and subject to observance and compliance with any conditions imposed on the grant of such permit or consent the Lessee will not knowingly disturb, destroy, deface or damage any aboriginal relic or place or other item of archaeological significance within the Premises and will take reasonable precautions in drilling excavating or carrying out other operations or works on the Premises against any such disturbance, destruction, defacement or damage.
37.2 If the Lessee becomes aware of any aboriginal relic or place or other item of archaeological significance within the Premises the Lessee will within 24 hours notify the Lessor and the Chief Executive of the Office of Environment and Heritage of the existence of such relic, place or item.
37.3 The Lessee will not continue any operations or works on the Premises likely to interfere with or disturb any relic, place or item referred to in sub clause 37.2 without the approval of the Chief Executive of the Office of Environment and Heritage and the Lessee will observe and comply with all reasonable requirements of the said Director- General in relation to carrying out the operations or works.
All fossils, artefacts, coins, articles of value, articles of antiquity, structure and other remains or things of geological historical or archaeological interest discovered on or under the surface of the Premises shall be deemed to be the absolute property of the Lessor and the Lessee will as authorised by the Lessor watch or examine any excavations and the Lessee will take all reasonable precautions to prevent such articles or things being removed or damaged and will as soon as practicable after discovery thereof notify the Lessor of such discovery and carry out the Lessor's orders as to the delivery up to or disposal of such articles or things at the Lessor's expense.
IMPROVEMENTS AND PLANT
39.1 Upon expiry or sooner determination of this Lease all Improvements undertaken by the Lessee become the property of the Lessor.
39.2 During the Term and any extension of it, ownership of Tenant Fixtures vests in the Lessee. Notwithstanding anything contained in this Lease, so long as any Rent or other moneys are due by the Lessee to the Lessor or if the Lessee has committed any breach of this Lease which has not been made good or remedied and whether the Lessee is still in possession or not, the Lessee shall not be entitled to remove any of the Tenant Fixtures, fittings or equipment from the leased property.
Without prejudice to any specific obligations contained in this Lease the Lessee will to the satisfaction of the Lessor at all times keep the Premises in good repair and properly maintained in all respects.
The Lessee will immediately at the Lessee's expense make good any breakage defect or damage to the Premises (including but not limited to broken glass) or to any adjoining premises or to any facility or appurtenance of the Lessor occasioned by want of care, misuse or abuse on the part of the Lessee, the Lessee's agents, servants, invitees or licensees.
The Lessor, the Lessor's agents, the Minister and the Minister’s delegates may at all reasonable times upon giving to the Lessee reasonable notice (except in the case of emergency when no notice shall be required) and accompanied by the Lessee or an employee or agent of the Lessee enter upon the Premises and view the state of repair of the Premises and may serve upon the Lessee a notice in writing of any defect (the repair of which is the Lessee's obligation under this Lease to undertake) requiring the Lessee within two months to repair the same.
For the purposes of clauses 44, 45, 46, 47, 48, 49, 57 and 58 –
Lessor means the Lessor, Her Majesty the Queen Her Heirs and Successors, the State of New South Wales, the Minister and the agents, servants, employees and contractors of Her Majesty, Her Majesty's Heirs and Successors, the State of New South Wales and the Minister.
Claim/s means actions, suits, claims, demands, proceedings, losses, damages, compensation, costs, legal costs, charges and expenses.
44.1 Indemnity for use of Premises
(a) The Lessee indemnifies and keeps indemnified the Lessor from and against all Claims whatsoever to which the Lessor shall or may be or become liable for or in respect of the Lessee’s occupation operation and use of the Premises or for or in respect of all Claims of whatsoever nature or kind and howsoever arising (and whether to any property or to any person resulting in the destruction or damage of any property or the death or injury of any person) at or upon the Premises or originating on the Premises, although occurring or sustained outside the Premises, except to the extent that any such Claims:
(1) arise from or are contributed to by the negligence or wilful act or omission on the part of the Lessor; or
(2) arise from the occupation, operation or use of the Premises by any other occupier, or the acts of any person who has access to the Premises with the consent of another occupier, and the Lessor is adequately indemnified by that other occupier in respect of the relevant Claim or demand, and the Lessor will use its reasonable endeavours to ensure that an indemnity in or to the effect of this form is contained in any agreement with any other occupier of the Premises.
44.2 Indemnity Continues After Expiration of Lease
The obligations of the Lessee under this clause continue after the expiration or other determination of this Lease in respect of any act, deed, matter or thing happening before such expiration or determination for the period limited by the Statute of Limitations.
44.3 Exclusion of Consequential Loss
Despite any other provision of this Lease, both Parties exclude, (and agree that they will have no rights against the other for) liability for consequential or indirect loss arising out of this Lease including (without limitation) in respect of loss of profits or loss of business. This clause does not apply in respect of wilful acts by either Party.
45.1 The Lessee shall occupy, use and keep the Premises at the risk of the Lessee and hereby releases to the full extent permitted by law the Lessor from all Claims resulting from any accident, damage or injury occurring therein (but excluding such Claims to the extent that such Claims arise out of the negligent or wilful acts omissions or default of the Lessor) and the Lessor shall have no responsibility or liability for any loss of or damage to fixtures and/or personal property of the Lessee or any agent or
servant of the Lessee or of any member of the public whilst in or upon the Premises (but excluding such Claims to the extent that such Claims arise out of the negligent acts or wilful omissions or default of the Lessor).
45.2 The obligations of the Lessee under this clause shall continue after the expiration or other determination of this Lease in respect of any act, deed, matter or thing happening before such expiration or determination for which the Lessee is responsible. Such obligation is to be governed by the Statute of Limitations.
The Lessor will not be under any liability for any loss, injury or damage sustained by the Lessee or any other person at any time as a result of or arising in any way out of the failure of the electricity, telephones, gas, water supply, sewerage, drainage or any other services or facilities provided by the Lessor or enjoyed by the Lessee in conjunction with the Premises or this Lease provided that such failure is not due to the negligent or wilful act or omission of the Lessor its servants or agents.
Subject to any other provision of this Lease, the Lessee will not without the written consent of the Lessor or Minister by any act, matter or deed or by failure or omission cause or permit to be imposed on the Lessor or Minister any liability of the Lessee under or by virtue of this Lease even though the Lessee is entitled to do so under any law present or future or otherwise.
48.1 The Lessee will effect and maintain with a reputable and solvent insurer with respect to the Premises and the activities carried on in the Premises public risk insurance for an amount not less than the amount set out in Column 2 of Item 12 of Schedule 1 (or such other amount as the Lessor may from time to time reasonably require) as the amount payable in respect of liability arising out of any one single accident or event. The Lessor acknowledges that the Lessee may effect the public risk insurance pursuant to an insurance policy which is not specific as to the location of risk.
48.2 The Lessee must effect and maintain the following insurances in respect of the Premises:
(a) public liability insurance in an amount for each accident or incident, not less than the sum specified in Item 12, or such other sum as the Lessor may specify by notice in writing to the Lessee;
(b) plate glass insurance for full replacement value;
(c) workers compensation covering all workers with a common law extension or endorsement in an amount approved by the Lessor; and
(d) any other insurance reasonably required by the Lessor.
48.3 The Lessee must produce to the Lessor evidence of the currency of the insurances effected in accordance with this clause on demand.
48.4 The insurance policies effected pursuant to this clause must note the interest of the Lessor in the insurance so effected.
49.1 All insurance policies required to be effected by the Lessee pursuant to this Lease are specified in clause 48 above and shall be in place prior to occupying the Premises.
49.2 The Lessee will produce to the Lessor, once per calendar year or once per period of insurance (whichever first occurs), a certificate of insurance and/or a certificate of currency in respect of the insurance policies required to be effected by the Lessee pursuant to this Lease.
49.3 The Lessee will not at any time during the Term do any act or omit to do any act which it ought reasonably believe may render void or voidable any policy of insurance. If the Lessee does any act or fails to do any act whereby the rate of premium on such insurance shall be liable to be increased, the Lessee will obtain insurance cover for such increased risk and pay all additional premiums required on account of the additional risk caused by the use to which the Premises are put by the Lessee.
49.4 The Lessee will use all reasonable endeavours to ensure that full, true and particular information is given to the office or company with which the said insurances are effected of all matters and things the non-disclosure of which might in any way prejudice or affect any such policy or policies of insurance or the payment of all or any moneys there under.
LESSOR’S WARRANTIES AND COVENANTS
The Lessor warrants that it has not received any notices pursuant to the
Contaminated Land Management Xxx 0000 (NSW).
The Lessor warrants that subject to:
(a) the Lessor’s rights under this Lease;
(b) the Lessee complying with its obligations under this Lease;
the Lessee may hold and occupy the Premises without undue interference by the Lessor.
LESSOR'S POWERS AND FUNCTIONS
52.1 This clause does not apply to a consent or approval under clause 20.
52.2 In any case where pursuant to this Lease the doing or executing of any act, matter or thing by the Lessee is dependent upon the approval or consent of the Lessor such approval or consent will not be effective unless given in writing and may be given or withheld (unless the context otherwise requires) by the Lessor and may be given subject to such conditions as the Lessor may determine unless otherwise provided in
this Lease provided such consent or approval is not unreasonably withheld or such terms and conditions are not unreasonable.
52.3 Any failure by the Lessee to comply with a condition imposed by the Lessor pursuant to sub-clause 52.2 constitutes a failure by the Lessee to comply with a condition of this Lease.
Any opinion to be formed by the Lessor for the purposes of this Lease may be formed by the Lessor on such grounds and material as the Lessor determines to be sufficient. If the Lessor deems it necessary, such opinion will be formed after consultation with any New South Wales Government Department, the Local Council or other public authority or the Standards Association of Australia or any other body whose objects and functions are relevant. In forming any such opinion the Lessor is deemed to be exercising merely administrative functions.
COMPLIANCE WITH STATUTES AND OTHER INSTRUMENTS
54.1 The Lessee will comply with the requirements of all statutes, regulations or by-laws and requirements of all relevant public and local authorities in so far as they apply in relation to the use and occupation of the Premises to the extent to which the Lessee is bound at law to comply with the same and nothing in this Lease affects this obligation.
54.2 The Lessee will forthwith on being served with a notice by the Lessor comply with any notice or direction served on the Lessor by a competent authority relating to the destruction of noxious animals or plants or pests or the carrying out of repairs alterations or works on or to the Premises.
In relation to its use of the Premises, the Lessee must, during the Term, and in relation to the Premises:
(a) comply with relevant Environmental Laws;
(b) use its best endeavours to prevent a breach of any Environmental Law;
(c) report any breach even if accidental; and
(d) provide to the Lessor as soon as reasonably practicable details of notices received by or proceedings commenced against the Lessee pursuant to an Environmental Law:
(1) relating to a breach or alleged breach by the Lessee of an Environmental Law; or
(2) requiring the Lessee to carry out works to decrease the affectation of the Premises by any Hazardous Substance.
Where the Lessee breaches any law in relation to its use of the Premises it is taken to breach a condition of this Lease, provided that:
(a) the Lessee has been found guilty of the breach, and
(b) the Lessor determines that the breach warrants the Termination of this lease.
The Lessee indemnifies and keeps indemnified the Lessor from and against any Claims arising from the non-compliance by the Lessee with any New South Wales or Commonwealth legislation that may apply to the Lessee’s use and occupation of the site and access thereto and the Lessee’s operation of their business from the site and access thereto.
This clause shall not merge on the expiration or other determination of this Lease in respect of any act, deed, matter or thing happening before such expiration or determination.
Without prejudice to any other indemnity granted by this Lease, the Lessee indemnifies and keeps the Lessor indemnified against all Claims arising from a breach by the Lessee of any Environmental Law which breach is in relation to the Premises. This clause shall not merge on expiration or other determination of this Lease in respect of any act, deed, matter or thing happening before such expiration or determination.
59.1 In the event that the Lessor and the Lessee are in dispute regarding any matter relating to or arising under this Lease or in respect of any approvals or consents to be granted by the Lessor (except those approvals or consents where the Lessor has an obligation to act reasonably) to the Lessee hereunder, then either the Lessor or the Lessee may give notice and particulars of such dispute to the other Party.
59.2 Where a notice of dispute is served pursuant to this clause the Parties agree to enter into informal negotiations to try and resolve the dispute in good faith and in an amicable manner.
59.3 If the dispute is not resolved informally within 21 days of service of written notice, the Parties may confer with a mutually agreed third party whose role will be to assist in the resolution of the dispute by mediation or expert appraisal of the dispute. The Parties agree to provide all information and assistance reasonably requested by such third party, including access to any accounting or other business records relating to or arising out of the Lease.
59.4 A third party appointed in accordance with this clause may decide in which proportions any fees will be borne by the respective Parties. In the absence of any such decision by the third party fees shall be borne equally by the Parties.
59.5 Neither Party shall be entitled to commence or maintain any proceedings in any court or tribunal until negotiations or mediations have taken place pursuant to this clause except where either Party seeks urgent interlocutory relief.
59.6 Either Party may at any time bring negotiations or mediation to an end by serving upon the other Party written notice stating that the dispute has failed to be resolved. Upon service of such notice both Parties shall be entitled to pursue any legal remedies available to them in relation to the dispute. This sub-clause does not in any way limit a mediator's power to apportion fees under sub-clause 59.4.
59.7 Notwithstanding the existence of a dispute being dealt with under this clause the Parties must, unless acting in accordance with an express provision of this Lease, continue to perform their obligations under this Lease.
60.1 Service of Notice on Lessee
Any notice served by the Lessor on the Lessee must be in writing and will be sufficiently served if:
(a) served personally or left addressed to the Lessee at the address stated in Column 2 of Item 10 of Schedule 1 or such other address as the Lessee notifies in writing to the Lessor; or
(b) sent by email to the Lessee’s email address stated in Column 2 of Item 10 of Schedule 1 or such other address as the Lessee notifies in writing to the Lessor;
(c) forwarded by prepaid security mail addressed to the Lessee at the address stated in Column 2 of Item 10 of Schedule 1
and every such notice must also be served on the Lessee’s solicitors, as they may be nominated from time to time, or such other address as the Lessee’s solicitors notify in writing to the Lessor, by any methods identified in clauses 60.1 (a) and (b).
60.2 Service of Notice on Lessor
Any notice served by the Lessee on the Lessor must be in writing and will be sufficiently served if:
(a) served personally or left addressed to the Lessor at the address stated in Column 2 of Item 11 of Schedule 1 or such other address as the Lessor notifies in writing to the Lessee; or
(b) sent by email to the Lessor’s email address stated in Column 2 of Item 11 of Schedule 1 or such other address as the Lessor notifies in writing to the Lessee;
(c) forwarded by prepaid security mail addressed to the Lessor at the address stated in Column 2 of Item 11 of Schedule 1
and every such notice must also be served on the Lessor’s solicitors, as they may be nominated from time to time, or such other address as the Lessor’s solicitors notify in writing to the Lessee, by any methods identified in clauses 60.1 (a) and (b).
(a) Any notice served by the Lessor or the Lessee under this Lease will be effective if signed by a director or secretary or the solicitors for the Party giving the notice or any other person or persons nominated in writing from time to time respectively by the Lessor or by the Lessee to the other.
(b) Any notice sent by prepaid security mail will be deemed to be served at the expiration of 2 Business Days after the date of posting.
Any present or future legislation which operates to vary obligations between the Lessee and the Lessor, except to the extent that such legislation is expressly accepted to apply to this Lease or that its exclusion is prohibited, is excluded from this Lease.
No waiver by a Party of any breach of any covenant obligation or provision in this Lease either express or implied shall operate as a waiver of another breach of the same or of any other covenant obligation or provision in this Lease contained or implied. None of the provisions of this Lease shall be taken either at law or in equity to have been varied waived discharged or released by a Party unless by express consent in writing.
Nothing in this lease merges, postpones, extinguishes, lessens or otherwise prejudicially affects the rights and remedies of the Parties under this Lease or under any other agreement.
64.1 A Party may execute this lease by signing any counterpart.
64.2 All counterparts constitute one document when taken together.
The Lessor and the Lessee each must nominate a person to contact about matters arising under this Lease. The person so nominated is the person referred to in Column 2 of Items 13 and 14 of Schedule 1 or such other person as the Lessor nominates in writing to the Lessee and the Lessee nominates in writing to the Lessor from time to time.
This Lease shall be construed and interpreted in accordance with the law of New South Wales.
The Lessee will not in connection with the Premises or otherwise directly or indirectly hold out or not permit to be held out to any member of the public any statement, act, deed, matter or thing indicating that the Premises or the business conducted or operated thereon or any parts or parts thereof are or is being carried on or managed or supervised by the Lessor nor shall the Lessee act as or represent itself to be the servant or agent of the Lessor.
68.1 The provisions contained in this Lease expressly or by statutory implication cover and comprise the whole of the agreement between the Parties.
68.2 No further or other provisions whether in respect of the Premises or otherwise will be deemed to be implied in this Lease or to arise between the Parties hereto by way of collateral or other agreement by reason or any promise representation warranty or undertaking given or made by any Party hereto to another on or prior to the execution of this Lease.
68.3 The existence of any such implication or collateral or other agreement is hereby negatived.
The Special Conditions set out in Column 2 of Item 16 of Schedule 1 apply and form part of this Lease.
[INSERT start date]
[INSERT term in years e.g. five years]
[INSERT end date]
Initial Rent (to be paid by Lessee)
$ [INSERT] per annum excluding GST (This is the final rent amount per annum.
$ [INSERT per annum Market Rent] per annum excluding GST and
[INSERT first date for payment of rent]
Market Rent Review Date
Address for Payment of Rent
[OPTIONAL] Electronic Funds Transfer details for payment of rent
Name of financial institution: [INSERT name]
BSB: [INSERT BSB number]
Acc no: [INSERT account number] Account in name of: [INSERT name]
Lessee’s address for Service of Notices
[INSERT address of lessee] Attention:
Lessor’s address for Service of Notices
COUNCIL OF THE CITY OF RYDE
Locked Bag 0000 Xxxxx Xxxx XXX 0000
Attention: General Manager Phone: 0000 0000
Public Risk Insurance amount
Lessor’s Contact Person
Name: Senior Coordinator Property Management
Xxxxxx’s Contact Person
[INSERT contact details] Name:
1.1, 1.2, 7, 8, 9, 11, 12, 20, 21, 27, 28,
40,44, 45, 47, 48, 49, 54, 56
[The special conditions set out in Schedule 3]
[INSERT IF LESSE IS A COMPANY}
Security Deposit/bank Guarantee amount
6 Months rental and outgoings and GST
End of Schedule 1
Particulars of the Reserve
3 December 0000
Xxxx & XXX
Xxxx - Xxx 00 XX 0000000
Council of the City of Ryde
Xxxxxxxxxxx xx xxx Xxxxxxxx (xxxxxx xxxx)
Part/Whole Lot in Deposited Plan
Part Xxx 00 XX 0000000 being the building known as Ryde Park Café, Ryde Park, Ryde NSW
Refer to Schedule 4
$ [insert final rent amount per annum.
Refer to Schedule 4 as hatched
Description of any structures
Third Party Exclusive Area
(where land is, or is intended to be fenced)
70.1 The Lessee acknowledges:
(a) that the Lessee has received a draft Lease, a copy of the ‘NSW Retail Tenant’s Guide’, a disclosure statement and an Outgoings Statement not later than seven (7) days before the Commencing Date of this Lease;
(b) that the Lessee has received an account of all legal expenses; and
(c) that for the purposes of section 17 of the RLA the Lessor has substantially complied with any fit out obligation required of it.
71.1 Pursuant to section 21C Land Tax Management Act 1956 (NSW), the Lessor is not liable for the payment of land tax.
71.2 The Lessee acknowledges that as a lessee of land or part of land owned by a local council, it is for land tax purposes deemed to be the owner of that land or parcel of land consisting of the land leased and as such the Lessor is not considered to be the owner of that land for land tax purposes.
71.3 The Lessee acknowledges that the intent of this clause is that the Lessee may be liable for land tax as though it is the owner of the land.
71.4 Unless any of the exemptions available under subsection 21C(6) apply, the Lessee enters into this Lease in full knowledge of the provisions of section 21C and its liability for payment of such tax as assessed and determined by the Chief Commissioner.
72.1 In consideration of the Lessor leasing the Premises to the Lessee at the request of the Guarantor, the Guarantor unconditionally and irrevocably guarantees to the Lessor:
(a) the payment of all money payable by the Lessee to the Lessor under this Lease; and
(b) the performance and observance by the Lessee of the terms and conditions of this Lease.
72.2 The Guarantor indemnifies the Lessor against any loss and/or liability arising out of the default by the Lessee of the terms and conditions of this Lease.
72.3 Neither this Lease, nor the obligations of the Guarantor under this Lease, will be affected by anything which might otherwise operate to release the Guarantor from the provisions of this clause, including the death of the Guarantor.
72.4 This guarantee and indemnity:
(a) is a continuing guarantee and indemnity;
(b) will not be discharged by any partial payment; and
(c) remains in force until all money payable by the Lessee to the Lessor has, in fact, been paid and the obligations of the Lessee under this Lease have been completely performed.
73.1 The Lessee must, on or before the Commencing Date, pay to the Lessor the Security Deposit referred to in Item 18 of Schedule 1.
73.2 The Security Deposit will be refunded to the Lessee on termination of this Lease and the vacation of the Premises by the Lessee, provided that the Lessor at any time may deduct from the Security Deposit and apply the amount deducted, to pay any amount that may be payable to the Lessor as a result of any breach by the Lessee of any of the terms and conditions of this Lease (and such deduction is not to be deemed to waive the Lessee’s breach).
73.3 If any amount is deducted from the Security Deposit pursuant to sub-clause 73.2, the Lessee must immediately pay to the Lessor within seven (7) days a similar amount or the same amount so as to restore the Security Deposit.
74.1 Lessee to Provide a Bank Guarantee
In lieu of the Security Deposit referred to in clause 73, the Lessee may provide the Lessor prior to the Commencing Date with a Bank Guarantee for the amount of the Security Deposit.
74.2 The Lessor is entitled to call on part or all of the Bank Guarantee to cover any amount that may be payable by the Lessee to the Lessor, as a result of any breach by the Lessee of any of the terms and conditions of this Lease.
74.3 If payment is made under the Bank Guarantee, the Lessee must give to the Lessor an additional or replacement bank guarantee no later than seven (7) days after being requested to do so, such that the amount guaranteed is the amount specified in Item 18.
74.4 Replacement of Bank Guarantee if Option exercise
The Lessee must, at the expiration of the Term provide to the Lessor a replacement Bank Guarantee for an amount which is equivalent to the amount specified in Item 18.
75.1 Trading Hours
Unless prohibited by law, the Lessee may trade from the Premises during the following hours:
(a) 10am to 6pm on Monday, Tuesday, Wednesday and Thursday;
(b) 10am to 10pm on Friday and Saturday;
(c) during daylight savings times between 10am to 7pm on Monday, Tuesday,
Wednesday and Thursday; and
(d) during daylight savings times between 10am to 11pm on Friday and Saturday (Trading Hours).
75.2 Trading outside Trading Hours
The Lessee may with the Lessor’s approval, trade from the Premises outside the Trading Hours.
The Lessor may change the Trading Hours in the manner prescribed by the Act.
76.1 After-hours access and services
The Lessee must, within 14 days of demand:
(a) pay for all services in connection with the Premises, including electricity, gas, water, data/internet services, telephone services and waste removal; and
(b) where the Premises are not separately metered, pay for the cost of installing separate meters to assess the charges for the services.
76.2 Costs and duty
The Lessee must pay the Lessor’s reasonable costs of preparation, negotiation, stamping, execution, registration, variation, consents, assignments and approvals relating to this Lease, other than lease preparation expenses (as defined in the Act) which the Act prohibits being recovered from lessees. If the LRS do not register this lease after lodgement, the lessee shall accept the Lease in an unregistered form.
The Lessee must at its own cost ensure that the 1000 litre capacity grease arrestor on the Premises is kept in good condition and emptied regularly.
The Lessee must:
(a) repair and maintain the Lessor’s Fixtures (but excluding expenses of a capital nature) in accordance with the Lessor’s reasonable requirements; and
(b) comply with the Lessor’s reasonable requirements concerning the use of the Lessor’s fixtures, including airconditioning and heating equipment.
The Lessee must, prior to applying for the Lessor’s consent for an assignment of this Lease, give written notice to the Lessor offering to assign this Lease to the Lessor, or its nominee on the same terms as the proposed assignment. The offer must remain open for acceptance by the Lessor for 14 days.
80.1 In addition to the other obligations imposed on the Lessee at the end of this Lease, the Lessee shall also comply with the following:
(a) At the end of this Lease, the Lessee must:
(1) vacate the Premises and give them back to the Lessor in a condition consistent with the Lessee having complied with its obligations under this Lease;
(2) remove the Lessee’s Property (including all signs and lettering) and reinstate the Premises to the condition the Premises were in at the Commencement Date of this Lease, including making good any damage caused by complying with this clause and painting and redecorating all parts of the Premises previously painted and decorated; and
(3) give to the Lessor all keys and other security devices for the purposes of obtaining access to the Premises.
80.2 Anything left in the Premises after 7 days of the end of this Lease will be deemed to be abandoned by the Lessee and will become the property of the Lessor and may be removed by the Lessor at the Lessee’s cost and at the Lessee’s risk. Any costs incurred by the Lessor shall become a debt due and owing to the Lessor by the Lessee.
81.1 Lessee Works
(a) The Lessee must at its own cost fit out the Premises to a standard appropriate for the use of the Premises for the Permitted Use (Lessee Works).
(b) The Lessee Works must:
(1) be carried out by qualified tradesmen in a professional manner using good quality materials;
(2) be in accordance with the Design Documentation approved by the Lessor; and
(3) be carried out according to the requirements of any law (including the WHS Law) and any government authority.
81.2 General Obligations
The Lessee must:
(a) at its cost remove all rubbish and refuse from the Premises occurring as a result of the Lessee Works in accordance with the directions of the Lessor or its authorised representative;
(b) make good any damage caused to the Building by the Lessee Works to the reasonable satisfaction of the Lessor; and
(c) when carrying out the Lessee Works do everything reasonably necessary to protect people and property.
81.3 Alteration of building services
(a) If the Lessee Works necessitate that the base building or any mechanical services, airconditioning or sprinklers in the Premises be altered then the Lessor will carry out the necessary alteration at the cost of the Lessee (Alterations).
(b) Prior to carrying out the Alterations the Lessor may notify the Lessee and provide the Lessee with a schedule of the Lessor’s proposed costs for carrying out the Alterations.
(c) The Lessee must promptly reimburse the Lessor for the costs incurred by the Lessor to carry out the Alterations.
81.4 Approvals and consents
The Lessee must obtain and is responsible for the costs of obtaining all consents and approvals required for it to carry out the Lessee Works. Copies of approvals and consents obtained by the Lessee pursuant to this clause must be provided to the Lessor.
The Lessee indemnifies the Lessor and the Minister against any action, demand, cost, liability or loss due to any damage, loss, injury or death occurring in the Premises, caused or contributed to by the Lessee Works.
82.1 For the duration of this Lease, the Lessee may also occupy the outdoor seating area being 45m² as shown in the Plan as part of its permitted use of the Premises, provided the Lessee has proper approvals from statutory authorities as required. The Lessee acknowledges this is a non-exclusive licence and privilege to use and occupy the outdoor seating area in consideration of the Lessee entering into this Lease and complying with the terms of the Lease.
82.2 The Lessee agrees to use this outdoor seating area at its own risk and the Lessee acknowledges that the same obligations in relation to the Premises referred to in this Lease extend to this outdoor seating area, including without limitation the indemnities referred to in clauses 43 and 44 of this Lease. Further, clause 45 shall also apply in relation to the Lessee’s use of the outdoor seating area. The Lessee must also ensure that it includes this outdoor seating area in relation to the insurance provisions in clauses 48 and 49.
82.3 Notwithstanding any other clause in this Lease, the Lessee must not make any changes, alterations or additions to this outdoor seating area without the express consent of the Lessor, at the Lessor’s discretion.
Dated this day of 2019
EXECUTED by the General Manager on behalf of the COUNCIL OF THE CITY OF RYDE (ABN 81 621 291 610 as Crown
Land Manager of the RYDE PARK(R77264) RESERVE TRUST pursuant to delegation dated
under Section 377 of the Local Government Xxx 0000 (NSW):
Signature of Witness
Name of Witness [BLOCK LETTERS]
Address of Witness
in accordance with the provisions of section 127(1) of the Corporations Xxx 0000 (Cth) in the presence of:
Name [BLOCK LETTERS]
Name [BLOCK LETTERS]
in the presence of:
Signature of Witness
Name of Witness [BLOCK LETTERS]