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HEADS OF TERMS: LEASEHOLD ACQUISITION FS 828 Havering SEN
(125 YEAR LEASE AT PEPPERCORN WITHOUT PREMIUM) - SofS procuring the works with
Agreement for Lease
Note: Although these heads of terms are not intended to be legally binding, once agreed, they will be
distributed within the Department for Education (DfE) and will inform the production of a number of
documents between the school and the Secretary of State for Education (SofS). It will therefore not be
possible to agree variations to the commercial terms set out below once the heads of terms are agreed
between the parties. In addition, a number of the provisions relate to policy requirements of the DfE. Any
derogation from the heads of terms would be considered on a case by case basis and the terms of other
transactions would not necessarily be relevant.
Background/Structure
THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAVERING of Town Hall, Romford
RM1 3BD owns the freehold interest in part land at St Edwards C of E Comprehensive School, London
Road, Romford, RM7 9NX. It is proposed that this land will be the permanent site for a new free school
Havering SEN.
THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF HAVERING of Town Hall, Romford
RM1 3BD has agreed to enter into an Agreement for Lease with the SofS. THE MAYOR AND
BURGESSES OF THE LONDON BOROUGH OF HAVERING of Town Hall, Romford RM1 3BD will grant
a 125 year peppercorn lease of the school site to the free school trust or other party (at the direction of
the SofS) on satisfaction of the conditions precedent set out in paras 18 & 19 of these heads of terms.
The lease will be granted before the main construction works begin. The intention is that the SofS will
procure the construction works on the site. Following completion of these works, the free school trust will
occupy and operate its school from this site in accordance with the terms of the lease.
1. Landlord
THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF
HAVERING of Town Hall, Romford RM1 3BD
2. Landlord’s Agent
London Borough of Havering Authorised Officer:
Jonathan Brown
Head of Property Services
Strategic Property Services
London Borough of Havering
E: jonathan.brown@onesource.co.uk
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3. Landlord’s Solicitor
London Borough of Havering Authorised Officer:
Lachlan Atcliff
Senior Lawyer (Property)
Legal and Governance
London Borough of Havering
E:Lachlan.atcliff@onesource.co.uk
4. Tenant
Unity Schools Partnership
Unity SP Offices, Park Road,
Haverhill, Suffolk, CB9 7YD.
Company Number 07400386.
5. Procuring Agent’s Solicitor
6. Procuring Agent
Womble Bond Dickinson LLP of St Ann’s Wharf, 112 Quayside,
Newcastle upon Tyne, NE1 3DX (marked for the attention of Barbara
Painter: Barbara.painter@wbd-uk.com)]
Secretary of State for Education c/o Department for Education,
5
th
Floor, Sanctuary Buildings, Great Smith Street, London
SW1P 3BT
7. Property
Part land at the site of St Edwards Academy contained within Title
Number [EGL27162]
An indicative plan showing the red line of the Property is attached. A
Land Registry compliant plan showing the extent of the lease demise
i.e. the school site edged in red will be provided following the
conclusion of the feasibility study.
8. Form of Lease
DfE Model 125 year peppercorn Free School Lease save where
amended only in accordance with the agreed Heads of Terms
Up-to-date version also available on GOV.uk website
(https://www.gov.uk/government/publications/free-schools-utcs-and-
studio-schools-model-lease )
9. Tenant’s Rights
9.1
The tenant will have the right of access from the public
highway over the land owned by the London Borough of
Havering. If necessary, a separate Deed will be agreed for
this right.
9.2
Attached is a plan showing the full extent of any rights of way
required clearly shown shaded brown – The Right Way will
be subject to any areas not occupied by parking spaces and
subject to the Council’s ability to reconfigure the car park
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layout in the future, provided the Tenant’s access is not
compromised in any way.
During the construction period, the Council will allow the
Tenant’s construction vehicles access over the car park
through the land not marked out as parking bays, providing
the Landlord’s entrances and exits to and from the car park
and adjoining playing fields are not obstructed in any way
and subject to any damage caused by said construction
vehicles being made good to the Landlord’s satisfaction.
9.3
9.4
Shared use of adjacent playing fields owned by the Landlord.
A separate agreement will be made with the Council for this
use.
Any other rights to be agreed between the parties acting
reasonably following completion of title due diligence
10. Insurance
11. Procuring Agent’s works
12. Early Access
The Tenant will insure the Property from the date of completion of the
Lease. Where the Tenant is a member of the Risk Protection
Arrangement such risks as are covered by the Risk Protection
Arrangement
The Landlord will permit the Tenant to carry out the proposed
development on the Property in accordance with the planning
permission referred to below.
The Tenant’s obligation in the Lease in respect of repair shall be
suspended while these works are being carried out and the
alterations clause will be amended to permit the proposed
development without Landlord’s prior consent.
12.1
The Landlord will permit the Procuring Agent and/or its
approved contractor(s) to access the Property (and if
relevant other land belonging to the Landlord) prior to
exchange of contracts and/or following exchange of
contracts for the purposes of undertaking preparatory and
enabling works and/or undertaking survey work.
12.2
The terms of the access will be as follows: -
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(a) the Procuring Agent to provide reasonable prior notice
to the Landlord.
(b) the Procuring Agent to make good any physical
damage it causes.
13. Exchange & Completion
13.1
The Landlord and Procuring Agent will endeavour to
exchange conditional contracts by [31 October 2021]
13.2
Completion of the Lease will take place following
satisfaction of all the Conditions Precedent for Completion
though the Procuring Agent will be permitted to elect to
complete earlier at its discretion
.
13.3
13.4
13.5
The Agreement for Lease will permit the Procuring Agent
to assign the Agreement for Lease to another Secretary of
State or an entity controlled by the Procuring Agent or
subsidiary of it or to an academy school trust or to a
proposed proprietor of an academy school trust prior to
completion without Landlord’s consent being required.
There will be provision in the Agreement for Lease
allowing the Procuring Agent to direct that on satisfaction
of the Conditions Precedent for Completion of the Lease,
the Landlord will grant the Lease to another Secretary of
State or an entity controlled by the Procuring Agent or
subsidiary of it or to the Tenant or to a publicly funded
school trust nominated by the Procuring Agent (of which
notice has been given to the Landlord) or to a proposed
proprietor of an academy school trust.
The Landlord will be responsible for ensuring the Property
is secure until completion of the Lease.
14. Conditions Precedent for
Exchange of Contracts
14.1
Satisfactory completion of title investigation;
14.2
14.2
Receipt of satisfactory survey results;
SofS consent to the disposal of land as a consequence of
this project.
Completion will be conditional upon: -
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15. Conditions Precedent for
Completion of the Lease
15.1
Procuring Agent obtaining planning permission (without a
challenge being made during the JR period) for 60 places
(including 8 full time Early Years / nursery places) within
the age range of 3-16 yrs for pupils with Special
Educational Needs upon terms acceptable to the
Procuring Agent. The Procuring Agent will apply for that
planning permission and pursue that application with due
diligence.
15.2
In the event that the planning application is refused or
confirmed is unacceptable to the Procuring Agent, the
Procuring Agent may appeal where planning counsel
advises that there is a better than 75% chance of that
appeal succeeding
15.3
15.4
The Landlord acquiring good title to the Property.
Termination of the existing Church Supplemental
Agreement (CSA)between THE HORNCHURCH
ROMFORD AND HAVERING FOUNDATION and St
Edward’s School.
15.5
15.6
15.7
15.8
15.9
Deed of Right of Way over the Landlord’s car park land
and Licence of the Landlord’s playing field land for use by
the Tenant.
The long-stop date for the satisfaction of the planning
Condition Precedent will be 18 months from the date the
planning application is submitted.
The long-stop date for the satisfaction of any other
Conditions Precedent will be 12 months form the date of
agreed HOTs.
If any of the Conditions Precedent are not met by their
relevant Long Stop Dates either party may determine the
Agreement for Lease upon giving notice to the other.
The Procuring Agent may at its discretion waive any or all
of the Conditions Precedent.
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16. Costs
Each party is responsible for its own costs.
17. O & M
18. Agreement on Environmental
Liability
19. Acquisition of School Land
and Termination of CSA at St
Edward’s Academy
The Landlord will provide DfE staff, or their representatives access to
and obtain a copy of the site's health and safety files and the
Operational and Maintenance Manuals including Planned,
Preventative Maintenance Schedules and full site drawings and
schematics. This information will include, but not limited to the 5 year
electrical certificate, the asbestos management plan, survey, register
and risk assessment, the L8 Water Risk Assessment including all
associated documentation (i.e. 5 year water temperature records)
and the Fire Risk Assessment.
Clause 7 of the Free School Model Lease is to apply as drafted and
will provide that any liability under Environmental Law (including,
without limitation, any liability under the Contaminated Land Regime)
arising in respect of Hazardous Substances in, on, under or
emanating from the Property, on or before the date of this Lease,
shall be the sole responsibility of the Landlord.
The Landlord has agreed to a land swap with THE HORNCHURCH
ROMFORD AND HAVERING FOUNDATION in order to acquire
ownership of the Property. THE HORNCHURCH ROMFORD AND
HAVERING FOUNDATION has agreed to the termination the CSA
with St Edward’s Academy prior to transfer of the Property to the
Landlord.
