Schedule 6

Schedule 6 Land Release and Vacant Possession arid Use of

Option Land Pending Transfer
Part 1: Vacant Possession
I Appointments
1.1 The Council shall after the date of this Agreement but no later than the first CPO Start Date
subject to and following the appropriate procurement process:
1.1.1 appoint land referencers for the following purposes and the selected land referencers shall
have a duty of care to the Council and the Buyer:
(a) of undertaking the referencing for the relevant CPO; and
(b) providing access to the Council and the Buyer to all referencing information carried
out including title and property search information and on site inspections and
enquiries in relation to the CPO and.
1.1.2 appoint a Selected Agent for the following purposes and the Selected Agent shall have a
duty of care to the Council and the Buyer:
(a) negotiations with the owners or prospective grantors of Third Party Interests including
having regard to the purchase contracts offered and entered into in accordance with
Schedule 2; and
(b) advice in relation to CPO Compensation in respect of Third Party Interests.
2 Rehousing Report
2.1 Within 6 months of the date of this Agreement, the Council shall complete the precedent
Rehousing Report attached at Schedule 26 by, in relation to each Existing Home comprised
within the Option Land, populating the blank fields in the precedent Rehousing Report with
such information of which the Council is aware at that time and provide a copy to the Buyer
and, if established, the Project Delivery Group.
2.2 Throughout the duration of this Agreement, and consistent with the timing of the Detailed
Needs Assessment the Council will keep the Rehousing Report up to date in relation to those
parts of the Option Land which have not yet been transferred to the Buyer.
2.3 The Rehousing Report shall contain the following information:
2.3.1 The address of every Existing Home located in the Option Land and which has not yet been
transferred to the Buyer.
2.3.2 In relation to each Existing Home listed in the Rehousing Report:
(a) the property type (e.g. House, apartment);
(b) the number of bedrooms in the property;
(c) the GIA of the Existing Home;
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(d) whether the property has a garden and/or off-road parking;
(e) whether they are:
(i) a Council Owned Residential Unit and, if so, whether they are (aa) occupied
by a Secure Tenant, (bb) let to a Short Term Occupier or a Registered
Provider, (cc) (so far as the Council has sufficient information to so specify)
occupied on any other basis or (dd) vacant;
(H) owned by an Owner;
(iii) owned by a Registered Provider and, if so, whether the Assured Tenant living
in the property has elected to be rehoused by the Council within the
Development.
(f) the Councils suggestion as to the type, number of bedrooms and GIA of the
Replacement Home that the Buyer would need to make available to replace the
property, such suggestion being in accordance with the provisions of clause 13.2.
2.3.3 In relation to each Existing Home listed in the Rehousing Report that is a Council Owned
Residential Unit occupied by a Secure Tenant, the additional information set out below in so
far as the Council is aware of the same (and the Council shall require its employees and
contractors to promptly communicate any changes they may identify to the relevant officers of
the Council):
(a) the Councils Needs prediction including:
(i) the number of lawful occupiers living in the property;
(H) the number of bedrooms required in the Replacement Home by reference to
the Needs of the Secure Tenant (and anyone lawfully living with them) living
in that property;
(Hi) any additional requirements in relation to the location and/or adaptation of the
Replacement Home arising as a result of any disability or for any other
reason;
(b) whether a Secure Tenant Contract Acceptance Form has been received in relation to
that property.
2.3.4 In relation to each Existing Home listed in the Rehousing Report that is owned by an Owner,
whether the property is subject to a Standard Purchase Contract, an Advance Existing
Purchase Contract or an Early Purchase Contract and, if applicable, any estimated
completion date in relation to those contracts.
2.3.5 Regarding properties where vacant possession has been secured by the Council but have not
yet been transferred to the Buyer:
(a) the addresses of those properties; and
(b) whether the properties have been re-let and, if so, on what basis.
2.3.6 Following service of a Home Election Notice, u~hether the Owners have confirmed (or are
deemed to confirm) that they wish to proceed with the acquisition of the Replacement Home.
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2.4 The Council shall provide an updated Rehousing Report to:
2.4.1 the Project Delivery Group as often as is reasonably required by the Project Delivery Group;
and
2.4.2 the Buyer on demand, if the Buyer is considering activating the Pre-PPDN procedure detailed
in clause 11.2 provided that the Buyer will pay (in advance) the Councils reasonably incurred
costs in providing any updated Rehousing Report more frequently than required by the
Project Delivery Group and such cost will not be Allowable Revenue Expenditure or Allowable
Capital Expenditure.
3 Rehousing Process
3.1 The Rehousing Report shall be used by the Buyer, the Council and the Project Delivery
Group to inform the Parties decisions about the Replacement Homes Proposal and the
practical decanting whether before or after a CPO is confirmed, together with the CPO
Implementation Programme.
3.2 The Buyer shall update the Project Delivery Group no less than every 6 months as to the
likely Estimated Habitable Date(s) for the Replacement Homes in the relevant Build Phase
and, as soon as reasonably practicable thereafter, the Council shall pass on such information
to the Owners, Registered Providers and Secure Tenants located within the Demolition Phase
in accordance with its obligations under the relevant purchase contracts or Secure Tenant
Contract or otherwise.
3.3 If the Buyer anticipates that one or more Estimated Habitable Date(s) for the relevant Build
Phase may occur before the Secretary of State has confirmed an Approved CPD for the
Demolition Phase, the Buyer and the Council may agree to decant some or all of the Owners
and Secure Tenants to the relevant Build Phase prior to the service by the Buyer of a VP
Requirement Notice (but shall not be obliged to do so).
3.4 Either Party shall be entitled to propose at a meeting of the Project Delivery Group that
residents, occupying Existing Homes in a Phase for which a CPO Start Notice has been
served but for which a VP Requirement Notice has not yet been served, move into a
Replacement Home prior to the service of a VP Requirement Notice for that Phase, but
neither Party shall be bound to commence such rehousing unless the other Party consents or
until there is a Satisfactory CPO. If the Parties agree to secure vacant possession (acting
reasonably) then the Parties shall also agree the timing by which the relevant mechanisms in
the relevant purchase contracts or Secure Tenant Contract shall be operated in order to
achieve early rehousing.
3.5 No Party can be required to complete on the grant of a Replacement Accommodation Lease
before an Independent Certifiers Habitable Certificate has been issued in respect of the
Replacement Accommodation.
3.6 The Demolition Phase may be subject to Purchase Contracts, for which a Home Election
Notice may be served in accordance with paragraph 3.1 of PartS of Schedule 2 and for which
completion notices may be served in accordance with Schedule 2.
3.7 The Parties acknowledge that there is nothing to prevent an Independent Certifiers Habitable
Certificate from being issued before or after an Approved CPO has been made or confirmed.
3.8 The Project Delivery Group shall use reasonable endeavours to:
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3.8.1 agree a practical and appropriate programme for:
(a) decanting Qualifying Owners, Secure Tenants and Assured Tenants (who, either
before or during the Detailed Needs Assessment have elected to be rehoused by the
Council in the Development) entitled to a Replacement Home to the Replacement
Home allocated under the Home Allocation Plan;
(b) decanting other residents from the relevant Build Phase
at all times having regard to the obligations of both Parties under this Agreement, the relevant
timescales for activating completion mechanisms under the Purchase Contracts (and any
other purchase contracts applicable to the relevant Demolition Phase), the Estimated
Habitable Date(s) for the Build Phase (which may be subject to change); and
3.8.2 thereafter to keep under review and agree changes as appropriate and necessary.
4 Early Vacant Possession: Reletting and Non-Residential Properties
4.1 Reletting
4.1.1 From the date of this Agreement until the service of the Trigger Notice the Council shall have
a discretion and be entitled to enter into each of the transactions envisaged in
paragraph 4.1.2 below and shall also be entitled to relet or part with possession of the
buildings at its discretion and in accordance with its policies from time to time (but not to
otherwise dispose of its interest) but shall have due regard to the probability of the
Development proceeding.
4.1.2 From the date of the service of the Trigger Notice until (for each relevant Demolition Phase)
the date immediately prior to the date on which the Approved CPO is confirmed, if the Council
receives vacant possession of a property within the Option Land then the Council shall not
relet or otherwise deal with that property (including letting to another Secure Tenant), save
that the Council may:
(a) in respect of residential dwellings:
) (i) let the property to a Short Term Occupier on terms which shall not prevent or
impede the Council from giving vacant possession of such property when
required under this Agreement; or
(ii) let the property to a Registered Provider provided that such lease
(aa) is approved by the Buyer (such consent not to be unreasonably
withheld or delayed)
(bb) cannot be varied without the Buyers consent (such consent not to be
unreasonably withheld or delayed);
(cc) is excluded from the operation of sections 2428 of the Landlord
and Tenant Act 1954;
(dd) includes a break clause permitting the landlord to terminate the lease
on not more than 6 months notice;
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(ee) prohibits the Registered Provider from sub-letting on terms other than
a weekly periodic Assured Shorthold Tenancy which can be
terminated at any time on not more than 2 months notice pursuant to
section 21 of the Housing Act 1988;
(if) includes a covenant from the Registered Provider not to claim any
compensation in the event that the Council has to ultimately secure
vacant possession of any property via the CPU; and
(gg) shall otherwise be on terms which shall not prevent or impede the
Council from giving vacant possession of such property when
required under this Agreement.
(b) in respect of non-residential premises, let the property to a commercial tenant or
occupier provided that such lease or licence:
(i) is approved by the Buyer (such consent not to be unreasonably withheld or
delayed)
(U) cannot be varied without the Buyers consent (such consent not to be
unreasonably withheld or delayed);
(Ni) shall not permit alienation of any description;
(iv) is excluded from the operation of sections 24 28 of the Landlord and
TenantAct 1954;
Cv) shall include a break clause permitting the landlord to terminate the lease on
not more than 2 months notice;
(vi) includes a covenant from the relevant tenant not to claim any compensation
in the event that the Council has to ultimately secure vacant possession of
any property via the CPU;
(vU) shall otherwise be on terms which shall not prevent or impede the Council
from giving vacant possession of such property when required under this
Agreement.
4.1.3 From the date on which the Approved CPO is confirmed, if the bouncil receives vacant
possession of a property within the land comprised within the CPU (other than by a process
referred to in paragraph 4.1.1) then the Council shall not re let or otherwise deal with that
property, without the consent of the Buyer in its absolute discretion.
5 Vacant Possession GPO and Closure Orders
5.1 Resolutions in principle for a CPU and Buyer Proposals for Appropriation Schemes
5.1.1 In relation to each proposed CPU the Councils cabinet will be asked by Council officers to
resolve in principle to prepare the CPU as soon as reasonably practicable having regard to
the Councils obligations under this Agreement after service of the relevant CPU Start Notice.
5.1.2 In relation to any Appropriation Scheme Land if the Council has not made a CPU that will
override any Third Party Interests (including rights of light) or otherwise extinguish such Third
Party Interests (including rights of light) over the Appropriation Scheme Land, where such
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Third Party Interests would inhibit or restrict the carrying out and/or uae of the Development,
upon notice by the Buyer to the Council (a Buyers Appropriation Scheme Notice) and
accompanied by a draft Appropriation Scheme which shall contain the Buyers proposals for
any Additional Costs and Compensation Liability Security the Council shall consider details of
an Appropriation Scheme and the parties agree that the Appropriation Scheme shall accord
with the following principles:
(a) the consideration for (i) such transfer to the Council and (H) such transfer back or
lease back to the Buyer or a Connected Party (or in the case of the Seagrave Road
Site to the Buyer or a Connected Party or to the Seagrave Road LP) shall both be the
lowest possible conaideration consistent with the Councils statutory and legal
obligations;
(b) the Council and the Buyer shall use reasonable endeavours to minimise any liability
for stamp duty land tax or VAT or any other tax or levy in respect of such
Appropriation Scheme but to the extent that the Council becomes liable for any stamp
duty land tax or VAT or any other tax or levy as a result of the Appropriation, (i) the
Buyer will itself (or procure that the Connected Party or the relevant owner whose
identity and covenant strength shall first be approved by the Council (such approval
not to be unreasonably withheld or delayed) indemnify the Council in respect of such
liability, or (ii) that such other security as may be approved by the Council (such
approval not to be unreasonably withheld or delayed) is provided to the Council in
respect of such liability of the Council.
(c) the Council shall use reasonable endeavours to obtain all necessary consents for the
Appropriation and the Appropriation Scheme as soon as possible;
(d) the reasonable legal and professional costs of the Council in respect of the
Appropriation Scheme shall be paid for by the Buyer (or other party indemnifying the
Council as aforesaid) (and the Compulsory Purchase, Closure Order and
Appropriation Scheme Costs and Compensation Agreement provides for
compensation payable to the owners of Third Party Interests to be payable by the
Buyer subject to the terms of the Compulsory Purchase, Closure Order and
Appropriation Scheme Costs and Compensation Agreement);
(e) the Council and the Buyer shall work together to optimise the timing of the
implementation of the Appropriation Scheme in relation to (where relevant) the
achievement of the CPO Implementation Programme and the VP Target Date for a
relevant Phase;
(f) it will be an overriding aim of any Appropriation Scheme that the Councils liability for,
or potential liability for, expense in connection with its ownership of the land the
subject of the Appropriation Scheme will be minimised. These expenses include, but
are not limited to:
(i) rates;
(H) insurance (including occupiers liability insurance);
(iB) planning matters;
(iv) environmental matters; and
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(v) expenses associated with construction on the site to which the Appropriation
Scheme applies.
(g) the Buyer shall provide with the draft Appropriation Scheme an estimate of the
compensation for which the Council will be liable as a result of any appropriation
certified by an independent surveyor: and
(h) if required by the Council the Buyer shall provide or procure to be provided to the
Council such reasonable Additional Costs and Compensation Liability Security as the
Parties shall agree subject to paragraph 5.6.11
5.1.3 If the terms of the Appropriation Scheme (and subject to paragraph 5.6.11 including any
Additional Costs and Compensation Liability Security) have not been agreed within 60 days of
the Buyers Appropriation Scheme Notice the matter shall be referred for resolution to a panel
comprising the Chief Executive and Leader of the Council and such representatives of the
Buyer as the Buyer shall nominate (up to a maximum of 2 representatives) within a further 21
(twenty one) days
5.1.4 If by the date which is 120 (one hundred and twenty) days from the Buyers Appropriation
Scheme Notice the Appropriation Scheme shall not have been agreed and any necessary
third party consents have not been obtained then the Buyer may by written notice Terminate
this Agreement and the provisions of Schedule 16 shall apply to such Termination.
5.1.5 Following agreement of the Appropriation Scheme, if the Councils arrangements require, the
Council shall submit the agreed Appropriation Scheme to Cabinet within 60 Working Days of
the Appropriation Scheme being agreed for a decision whether to proceed with the
Appropriation Scheme and if this has not been so submitted to Cabinet and/or Cabinet has
not resolved to proceed with the agreed Appropriation Scheme within this time period then the
Buyer may by written notice Terminate this Agreement and the provisions of Schedule 16
shall apply to such Termination.
5.1.6 If the Appropriation Scheme shall not have been implemented by the relevant parties having
entered into all required documentation within 60 (sixty) Working Days of the Councils
cabinets decision to proceed with the Appropriation Scheme then the Buyer may by written
notice Terminate this Agreement and the provisions of Schedule 16 shall apply to such
Termination save that the Buyers right to Terminate will be suspended where the
Appropriation Scheme has not been implemented because:
(a) by the date whch is 60 (sixty) Working Days from such Councils cabinet decision, a
grant of any Secretary of State or other statutory third party consent required for it to
be lawfully implemented has not yet been obtained Provided That any such
suspension of the Buyers right to Terminate shall not apply following the grant of
such consent and the Buyer may Terminate this Agreement and the provisions of
Schedule 16 shall apply to such Termination if any suspension period exceeds 30
(thirty) Working Days; or
(b) of the failure of the Buyer to provide the agreed Additional Costs and Compensation
Liability Security Provided That any suspension of the Buyers right to Terminate shall
end when either such agreed Additional Costs and Compensation Liability Security
has been provided or the Buyer notifies the Council that the Appropriation Scheme is
not being pursued so no Additional Costs and Compensation Liability Security will be
required (save to cover any Additional Costs and Compensation incurred prior to the
date of such notification in which case such Additional Costs and Compensation
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Liability Security required to cover any Additional Costs and Compensation incurred
prior to the date of such notification shall be provided by the Buyer prior to any
Termination of this Agreement).
5.2 CPO Sub Group within Project Delivery Group
5.2.1 In relation to each CPO, no later than 10 Working Days after the CPO Start Date the Council
and the Buyer will set up a CPO sub group of the Project Delivery Group of such number of
representatives as they agree, with a minimum of 2 participants from the Buyer.
5.2.2 The Council and the Buyer shall ensure that the CPO sub group will meet fortnightly or more
frequently as they may agree.
5.2.3 Matters on which the CPO sub group will as applicable advise or assist are set out in
clause 38 and include:
(a) CPOs;
(b) the process of engagement with residents referred to in clause 11.2;
(c) progress on acquisition of Third Party Interests;
(d) the CPO Implementation Programme;
(e) Blight Notice procedures;
(f) any Inquiry or Inquiries into objections to an Approved CPO or an Approved Closure
Order:
(g) resources including the CPO Budget;
(h) the production and dissemination of reports and other information;
(i) securing vacant possession of Third Party Interests in accordance with a VP
Requirement Notice; and
(j) an Appropriation Scheme
5.2.4 Ifs dispute arises between the representatives of the Council and the Buyer in the CPO sub
group, such disputes will be referred to the Project Delivery Group and will be determined in
accordance with clause 40.
5.3 Initial Negotiation
5.3.1 In re!ation to each CPO, within 20 Working Days of the CPO Start Date for a CPO the Buyer
and the Council will begin (insofar as such has not already started) negotiations using the
Selected Agent with the owners or prospective grantors of Third Party Interests in relation to
such CPO and where applicable in accordance with the process of engagement with
residents referred to in clause 11.2 and the CPO Implementation Programme.
5.4 Referencing
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5.4.1 In relation to each CPO, within 20 Working Days of the CPO Start Date for that CPO the
Council will commence the formal title referencing for the Third Party Interests and on Site
and near Site inspections and enquiries in relation to the CPO Land.
5.5 Negotiations and Selected Agent
5.5.1 The Council and the Buyer will during the negotiations for the acquisition or grant of any Third
Party Interest keep each other reasonably informed of the progress of such negotiations.
5.5.2 Each Party will notify the other of the exchange and completion of any agreement for the
acquisition or grant of any Third Party Interest.
5.5.3 Nothing in the provisions of this Schedule will prevent the Council or the Buyer negotiating
with the owners of Third Party Interests provided that it is in accordance with the provisions of
this Agreement.
5.6 CPO, CPO Budget and CPO Map
5.6.1 Within 4 months of the CPO Start Notice for any GPO the Council will prepare the following
documents in draft and submit the same to the Project Delivery Group and/or GPO sub group
for its approval:
(a) the Statement of Reasons;
(b) the GPO, including schedule of Third Party Interests and GPO map;
(c) subject to paragraph 5.6.2 of this Schedule, the CPO Budget
(d) a report identifying all the Council interests in a Demolition Phase, the Earls Court,
Regeneration Site, or the Seagrave Road Site, or elsewhere including any Councils
interests which are to be Appropriated; and
(e) the report to the cabinet supporting the making of the CPO and any Appropriation of
Councils interests.
5.6.2 A CPO Budget shall be prepared by the Council prior to the making of any GPO and in
respect of a Blight Notice for or in respect of a Third Party Interest before accepting that Blight
Notice Provided that there will be no obligation to prepare, submit or maintain a CPO Budget
for any CPO where the Council has given notice pursuant to paragraph 5.6.6 below and
clause 2.11 of the Compulsory Purchase, Closure Order and Appropriation Scheme Costs
and Compensation Agreement that it will be using its own resources to fund the costs
associated with a CPO or a Blight Notice.
5.6.3 To allow the Council to prepare a CPO Budget the Buyer shall cooperate with the Council and
upon receiving a written request by the Council the Buyer shall provide relevant land
acquisition related information in its possession (to the extent reasonably and properly
required by the Council) in order to draw up the CPO Budget.
5.6.4 The GPO Budget shall where one is required be monitored and reviewed on a quarterly basis
with the Buyer and the Council.
5.6.5 The GPO Budget shall contain an overall estimate and breakdown for all GPO Compensation
and Costs set out in Schedule 1 of the Compulsory Purchase, Closure Order and
Appropriation Scheme Costs and Compensation Agreement and the Council shall provide the
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Buyer with a quarterly update on these estimates showing actual costs against budgeted
costs, together with an explanation for any cost overruns and an alert of any potential cost
overruns and their respective amounts as soon as such potential cost overruns appear more
likely than not.
5.6.6 In the event that the Council has notified the Buyer in writing in advance that it will be using its
own resources to fund the costs and compensation associated with a CPQ or a Blight Notice
or an Appropriation and that such costs and compensation will not be included in the CPO
Compensation and Costs, paragraphs 5.6.2 and 5.6.5 of this Schedule will apply (in order to
keep the Buyer informed as to costs and compensation in the context of other potential CPOs
or Blight Notices) save that there will be no obligation to provide an alert of any potential cost
overruns (as would otherwise have been the case as specified in paragraph 5.6.5 of this
Schedule).
5.6.7 The Project Delivery Group and/or CPO sub group as appropriate will consider the
documents listed in paragraph 5.6.1 and advise whether they are ready to be submitted to the
Councils cabinet for a resolution to make a CPO or to undertake an Appropriation.
5.6.8 If the Project Delivery Group and/or CPO sub group as appropriate consider that such
documents are not ready to be submitted to the Councils cabinet, the Project Delivery Group
and/or CPO sub group as appropriate shall direct how the matter should then proceed
including, but not limited to:
(a) what further steps, evidence, information and/or resources, if any, the Council and/or
the Buyer should take, acquire and/or provide in order to support the case for making
a CPO and/or Appropriation and the period of time that the Council and/or the Buyer
shall have to do this;
(b) the date by which revised documents, which reflect these further steps should be
submitted to the Project Delivery Group for approval for it to be submitted to the
Councils cabinet for a resolution to make a CPO and/or Appropriation.
5.6.9 If the Project Delivery Group and/or CPO sub group as appropriate considers that such
documents or revised versions thereof are ready to be submitted to the Councils cabinet,
then:
(a) the Council and Buyer shall jointly instruct Counsel to advise on:
(i) whether, based on the information provided to Counsel in the instructions, the
prospects of a CPO made pursuant to a cabinet resolution and based on
those documents being confirmed are more than 50%; and
() irrespective of the prospects of success, whether Counsel considers that the
prospects of successfully promoting a CPO can be enhanced by the Council
and/or the Buyer providing or supplying any further information, evidence and
reports prior to those documents being submitted to the Councils cabinet for
approval; and
(Hi) the proposed Appropriation (if any).
(b) the identity of Counsel to be instructed shall be agreed by the Project Delivery Group.
5.6.10 CPO Suspension Notice and CPO Restart Notice
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(a) At any time prior to the Council passing a resolution to make a CPO the Buyer shall
be entitled to serve on the Council a CPO Suspension Notice which shall have effect
for up to 6 months from the date of such notice.
(b) After receipt of a CPO Suspension Notice:
(i) the Council shall cease carrying out all procedures in respect of the relevant
CPO which is the subject of the CPO Suspension Notice other than any
procedures or processes specified in writing from time to time by the Buyer at
the time of or subsequent to the service of the CPO Suspension Notice which
the Council shall continue with;
(ii) the Time Critical Item Completion Period referred to at Appendix I to this
Schedule shall be suspended in respect of the relevant CPO (whether or not
any procedures or processes are specified as those for the Council to
continue with pursuant to paragraph 5.6.1 0(b)(i) above);
(Hi) the Project Delivery Group shall meet within 10 (ten) Working Days of the
service of a CPO Suspension Notice to consider and agree what if any
matters should be continued or commenced during the period of a CPO
Suspension Notice.
(c) No later than 6 months after service of a CPO Suspension Notice, the Buyer may
provide notice to the Council that the Council shall re-start the process and
procedures in respect of the CPO which was the subject of the CPO Suspension
Notice by service on the Council of a CPO ReStart Notice and the Council and the
Buyer (acting reasonably) shall agree a revised CPO Implementation Programme for
such CPO, and whether any further information or documentation is required to
support the CPO (including whether an updated Detailed Needs Assessment is
required) and a commensurately revised Time Critical Item Completion Period
referred to at Appendix I to this Schedule and where thi~ is not agreed within S
Working Days of the service of such a CPO ReStart Notice, either the Buyer or the
Council may refer the matter(s) to the dispute resolution procedure set out in clause
40
5.6.11 Additional Costs and Compensation Liability Security
(a) If reasonably required by the Council the Buyer shall provide Additional Costs and
Compensation Liability Security in respect of Non-Deductible Compensation and
Costs and such Additional Costs and Compensation Liability Security may include
any or any combination of the following at the discretion of the Buyer:
(i) A guarantee;
(H) A cash security deposit;
(Hi) Security over other assets;
(iv) The inclusion of the whole or part of the Additional Costs and Compensation
Liability as an Outstanding Liability under this Agreement;
(v) An adjustment to the Initial Guaranteed Amount;
(vi) Any other form of security acceptable to the Council.
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(b) Where Additional Costs and Compensation Liability Security is reasonably required
by the Council the Buyer shall specify to the Council the Additional Costs and
Compensation Security offered by the Buyer and the terms on which such security
will be provided (Additional Costs and Compensation Security Arrangements)
for approval by the Council.
(c) The Council shall not unreasonably require any Additional Costs and Compensation
Security or unreasonably withhold its approval to any proposed Additional Costs and
Compensation Security Arrangements.
(d) Where Additional Costs and Compensation Security Arrangements are to be provided
the Buyer and the Council shall endeavour to agree the terms of such documentation
as may be required to implement such arrangements (Additional Costs and
Compensation Security Documentation) and each Party shall not unreasonably
withhold its agreement to such terms.
(e) Any dispute as to (a) whether the Council is unreasonably requiring Additional Costs
and Compensation Security or (b) whether the Council or the Buyer is unreasonably
withholding its approval to any proposed Additional Costs and Compensation Security
Arrangements or to the Additional Costs and Compensation Security Documentation
may be referred for determination by an Expert in accordance with clause 40 and the
Expert shall have regard where the dispute relates to the need for or amount of
Additional Costs and Compensation Security in relation to the Appropriation of land
which is not Council owned land to the principle in paragraph 5.1.2(f).
(f) As soon as possible and in any event within 20 Working Days following agreement or
determination of any Additional Costs and Compensation Security each Party shall
enter into the same and as soon as possible shall do all such other things as may be
necessary to give effect thereto;
(g) Additional Costs and Compensation Security shall not be required to be in force until
5 Working Days before the relevant CPO is to be made and/or the rele~iant transfer of
land to the Buyer is to be made following an Appropriation.
5.7 Where Counsel considers that the prospects of obtaining a confirmed CPO are more
than 50%
If Counsel has advised that the prospects of a CPO (made pursuant to a cabinet resolution
and based on the documents) being confirmed are more than 50% then:
5.7.1 within 10 (ten) Working Days of receipt of any Counsels advice received pursuant to an
instruction issued under paragraph 5.6.9 the Project Delivery Group shall meet to decide
whether the draft CPO, CPO map and Statement of Reasons (incorporating any amendments
suggested in Counsels advice if applicable) is ready to be submitted to the Councils cabinet
for a resolution to make a CPO; and
5.7.2 If the Project Delivery Group decides that the draft CPO, CPO map and Statement of
Reasons are ready to be submitted to the Councils cabinet for a resolution to make a CPO it
shall provide the Council with written notification to proceed with submitting the draft CPO,
CPO map and Statement of Reasons to the Councils cabinet for a resolution to make a CPD;
and
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5.7.3 where the Project Delivery Group has served written notification in accordance with
paragraph 5.7.2 the draft GPO, GPO map and Statement of Reasons shall be submitted to
the Councils cabinet as soon as reasonably practicable subject to paragraph 5.8.5.
5.8 Where Counsel considers that the prospects of obtaining a confirmed CPO are 50% or
less
5.8.1 If Counsel has advised that the prospects of a GPO (made pursuant to a cabinet resolution
and based on the documents) being confirmed are 50% or less the Project Delivery Group
shall meet within 10 (ten) Working Days of receipt of Counsels advice to decide including the
collation and production of additional documentation where Counsel advises this is required
to improve the chance of securing a confirmed GPO:
(a) the steps to be taken following receipt of Counsels a vice and the period of time
within which those steps should be taken; and
(b) if relevant the date by which a further draft GPO (including GPO schedule) and CPO
map should be submitted to the Project Delivery Group for approval for it to be
submitted to the Councils cabinet for a resolution to make a GPO; and
(c) whether, prior to submitting the documents back to the Project Delivery Group and if
the Project Delivery Group consider t appropriate, the Buyer and Council shall jointly
instruct Counsel to advise on the matters detailed in this paragraph in the light of the
further evidence and/or information collated; and
(d) the Project Delivery Group will submit written details of the matters outlined at
5.8.1(a) to (c) for the Buyers approval within 5 Working Days.
5.8.2 In the event that the Buyer has confirmed approval in writing of the steps to be carried out at
5.8.1(a) to (c), the Project Delivery Group shall arrange for the steps identified to be
undertaken within the programme identified.
5.8.3 Once the steps identified at paragraph 5.8.1(a) have been carried out to the satisfaction of the
Project Delivery Group and the Buyer the Project Delivery Group and/or GPO sub group as
appropriate will consider whether the documents are ready to be submitted to the Councils
cabinet in accordance with paragraph 5.6.8.
5.8.4 The Council shall, if necessary, continue to modify the draft CPO and supporting
documentation and evidence in a manner to secure the opinion of Counsel that the draft CPO
has more than a 50% chance of being confirmed unless and until the Council receives the
advice of Counsel that the CPO is incapable of being modified and has a 50% or less chance
of being confirmed and becoming a Satisfactory GPO and therefore should not be made and
following receipt of that advice from Counsel then the Council can abandon attempts to make
the CPO subjectto paragraphs 5.10.10 and 5.10.11.
5.8.5 If, at anytime, the Project Delivery Group and/or GPO sub group as appropriate disagrees on
any aspect within this paragraph 5, the matter shall be referred to be determined in
accordance with clause 40.
5.8.6 Subject to paragraph 5.7 as soon as reasonably practicable (bearing in mind the agenda for
meetings of the Councils cabinet and the need for pre-meeting information and appropriate
publicity) after the CPO sub group and/or Project Delivery Groups decision to submit a
proposed CPO to the Councils cabinet, the Councils officers shall submit the following
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documents, as approved by the Project Delivery Group and/or CPO sub group, to the
Councils cabinet for a resolution to make the CPO and Appropriate the relevant Councils
interest(s) and authority to seal the same:
(a) Statement of Reasons in respect of the CPO;
(b) CPO and CPO map;
(c) a report supporting the making of, pursuing, confirmation and implementation of the
CPO.
(d) a report identifying all the Councils land in the Earls Court Regeneration Site which is
to be Appropriated.
5.9 Information Exchange for a CPO and a Closure Order
5.9.1 The Council will regularly (not less than fortnightly) consult with the Buyer in relation to the
progress of the preparation for, making of, pursuing, confirmation and implementation of any
CPO and arrangements, procedures, preparation for and conduct of any Inquiry and the
Council will supply to the Buyer, as soon as reasonably practicable, copies of all relevant
documentation relating to the CPO for consultation and comment by the Buyer (except where
the Council has been advised by Counsel that the supply of such documents could prejudice
the success of the CPO).
5.9.2 The Council and Buyer will regularly (not less than fortnightly) consult with each other in
relation to the progress of the preparation for, making of, pursuing, confirmation and
implementation of any Closure Order and each will supply the other, as soon as reasonably
practicable, copies of all relevant documentation relating to any Closure Order for consultation
and comment (except where the Council has been advised by Counsel that the supply of
such documents could prejudice the success of the Closure Order).
5.9.3 The Councils and the Buyers obligations in paragraphs 5.9.1 and 5.9.2 will be discharged by
provision of information to the CPO sub group and/or the Project Delivery Group as
appropriate.
5.9.4 The Buyer will (at its own cost) provide all reasonable assistance to the Council with any CPO
and Closure Order.
5.10 Making any CPO
5.10.1 Subject to paragraph 5.6.10 (CPO Suspension Notice) and subject to the Buyer supplying to
the Council any relevant Additional Costs and Compensation Security Documentation
pursuant to paragraph 5.6.11 no later than the expiry of 6 months from the date on which the
CPO Start Notice was served (or 8 months in relation to a CPO within paragraph (c) of the
defined term CPO) the Councils cabinet will be asked to resolve to make a CPO and
Appropriate the Councils interests within the relevant Demolition Phase.
5.10.2 If the Council has resolved to make a CPO the Council will, in full consultation with the Buyer,
proceed with due diligence (and in any event within 10 (ten) Working Days of the date of the
resolution) to mske the CPO.
5.10.3 Within 15 (fifteen) Working Days of the date on which the CPO is made and the Buyer
receives from the Council a copy thereof, together with all notices and the Statement of
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Reasons in respect thereof, the Buyer will serve on the Council written notice (the Buyers
Approval Notice) confirming that:
(a) the Buyer is satisfied that so far as it is aware the CPO has been made in compliance
with all statutory requirements; and
(b) the Buyer is satisfied with the GPO in terms of the Third Party Interests included in
the GPO or
(c) that the CPO is not approved
and any failure to serve the Buyers Approval Notice within the 15 (fifteen) Working Days
referred to above will be deemed to be service of the Buyers Approval Notice, and following
receipt of the Buyers Approval Notice the CPO will be termed an Approved GPO.
5.10.4 The Council will (subject to any necessary Additional Costs and Compensation Security
pursuant to paragraph 5.6.11 being provided) within 10 (ten) Working Days of the date on
which the Buyer serves the Buyers Approval Notice:
(a) submit an Approved CPO to the Secretary of State for confirmation and use its
reasonable endeavours to obtain confirmation of the GPO and shall jointly appoint
Counsel with the Buyer to advise in relation thereto; and
(b) Appropriate all interests owned by the Council in the CPO Land.
5.10.5 If the Council fails to submit the Approved CPO to the Secretary of State for whatever reason
it shall be obliged and under an obligation to continue to seek to submit the Approved GPO to
the Secretary of State unless and until the Council receives the advice of Counsel that
submitting the Approved CPO to the Secretary of State has a 50% chance or less of being
confirmed but if the Council has received the advice of Counsel that there is a 60% chance or
less of securing a confirmed CPO which would be a Satisfactory GPO this shall be a Council
Abandonment Event and the Council shall be entitled to abandon the GPO subject to
paragraph 5.10.11.
5.10.6 The Council shall promptly invite representatives of the Buyer to attend all meetings and all
consultations with Counsel relating to the preparation of the case in support of any Approved
GPO and for any Inquiry into objections against any Approved GPO and shall consult with the
Buyer in relation to the form of the joint instructions to be provided for Counsel and the
selection of witnesses to give evidence on behalf of the Council and the Buyer at any Inquiry.
5.10.7 The Buyer will be entitled to appoint and will appoint if requested by the Council or on the
advice of Counsel professional consultants to support the Council in seeking the confirmation
of any Approved GPO, including the giving of evidence as to matters within its or their
competence or proper expertise, the provision of expert witnesses and attendance or giving
assistance at any Inquiry.
5.10.8 The Council shall negotiate with objectors to any Approved CPO and seek the withdrawal of
objections and agree with the Buyer the form and content of appropriate undertakings (if any)
to objectors having first obtained the advice of Counsel thereon where possible and
consistent with this Agreement.
5.10.9 In relation to the first Demolition Phase the Council will not be obliged (save to the extent that
the Council decides at its own discretion to proceed) to proceed to an Inquiry into any
objections into any GPO or take any further steps to secure confirmation of any CPO save for
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the preparation and issue of its Statement of Case for any Inquiry or written representations in
any written representations process or initial submissions in relation to any court hearing
(where applicable) unless:
(a) in the case of an Inquiry by the date which is 8 weeks before the date for exchange of
evidence pursuant to Rule 15(3) of the Compulsory Purchase (Inquiries Procedure)
Rules 2007; or
(b) in the case of any written representations process by the date 8 weeks before the
deadline for written representations to be submitted:
the Buyer has:
(i) demolished the light industrial units on those parts of Roxby Place within the
red edging on the plan attached with drawing number 55100/78 as labelled
Roxby Place Site; or
(U) begun construction of the basement of the buildings approved pursuant to the
Seagrave Road Planning Permission and required for the relevant
Replacement Homes
5.10.10 If there is a failure to make a CPO and this Agreement is not Terminated then the procedures
required to be followed by the Council in making and submitting a replacement and/or further
Approved CPO to the Secretary of State shall only be repeated to the extent that Counsel has
advised they need to be repeated and any dispute on this matter shall be referred to Counsel
acting as an expert and not as an arbitrator (and who, for the avoidance of doubt, shall only
be the same Counsel as has advised pursuant to paragraph 5.6.9(a) if the Buyer and Council
agree) and the provisions of the Arbitration Act 1996 shall not apply to the expert, his decision
or the procedure by which he reaches his decision and the experts decision on the matter
shall in the absence of manifest error be final and binding on the Council and the Buyer; and
(a) if the Council or the Buyer wish to refer the matter to Counsel then either said Party
will give notice in writing to that effect to the other and such notice shall contain
details of the matter that the said party wishes to refer to Counsel;
) (b) if the matter is not resolved within 2 Working Days of such notification either said
party may then refer the matter to Counsel;
(c) Counsel will allow the said parties to make written representations and written
counter-representations to him within 5 Working Days of the date of his appointment
but will not be in any way fettered by such representations and counter-
representations and will rely on his own judgment (and such period cannot be
extended without the consent of the said parties);
(d) the said parties will give Counsel such assistance as Counsel considers necessary to
carry out his function;
(e) Counsel will give notice in writing of his decision to the said parties within 10 Working
Days of his appointment or within such extended period as the said parties may both
agree in writing;
(f) the costs of Counsel in determining any matters pursuant to this paragraph 5.10.8
shall be paid by the said parties in equal shares
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5.10.11 Where a Council Abandonment Event occurs then:
(a) the Council shall be under a duty to publicise its decision in full consultation with the
Buyer; and
(b) the Council shall reject any requests by Third Party Interests within the abandoned
CPO to acquire their Third Party Interests unless included in a further CPO unless the
Buyer expressly agrees or requests such acquisition; and
(c) the Buyer shall not be under any duty to acquire and/or fund the acquisition of such a
Third Party Interest nor shall such an acquisition by the Council nor any costs and
compensation paid in respect of the same be regarded as CPO Compensation and
Costs unless it has expressly agreed or requested such acquisition pursuant to sub
paragraph (b) above.
5.11 Preparation and Making of Closure Orders by the Council
5.11.1 Where reasonably practicable in sufficient time to allow for the potential conjoining of any
Inquiry in relation to a Closure Order with any Inquiry in relation to objections to an Approved
CPO, the Buyer will identify for the Council the requirement for any Closure Orders within the
Demolition Phase or for the carrying out and use of the Development and will (at its own cost)
work with the Council to prepare applications for such Closure Orders.
5.11.2 Whether or not a CPO is required for proposed Development to be carried out or used but
where a Closure Order is required for the carrying out or use of proposed Development then if
the Buyer requests the Council to prepare a Closure Order then the Council shall prepare a
Closure Order in draft and send to the Buyer a copy of the draft Closure Order and all
proposed notices and statement of reasons in respect thereof and within 15 (fifteen) Working
Days of the date of receipt the Buyer will serve on the Council written notice (the Buyers
Closure Order Approval Notice):-
(a) confirming that the Buyer is satisfied that so far as it is aware that the draft Closure
Order is in a format in compliance with all statutory requirements; and
(b) confirming that the Buyer is satisfied with the proposals contained in the draft Closure
Order; or
(c) that the Closure Order is not approved
and any failure to serve the Buyers Closure Order Approval Notice within the 15 (fifteen)
Working Days referred to above will be deemed to be service of the Buyers Closure Order
Approval Notice, and following receipt of the Buyers Closure Order Approval Notice the
proposed Closure Order will be termed an Approved Closure Order; and
(d) the Closure Order shall not be made, published, submitted to the Secretary of State
or the Magistrates Court (as appropriate) unless it is an Approved Closure Order and
if there is a related CPO to be made by the Council the Approved Closure Order shall
be made and published by the Council no later than I (one) month from receipt of the
Buyers Closure Order Approval Notice or I (one) month from the making of any
related CPO whichever is the later;
(e) The Council will use reasonable endeavours to obtain the Closure Order;
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(f) The Council will keep the Buyer informed of the progress made in the making and
confirmation of the Closure Order, any objections thereto and any negotiations
undertaken with the highway authority and relevant Government Office in respect
thereof and of any communications with the confirming body and/or the Planning
lnspectorate and the Magistrates Court;
(g) the Council will use reasonable endeavours to secure the earliest possible date for an
Inquiry to hear objections to the Closure Order (or a Magistrates Court hearing) and,
in the case of an Inquiry, seeking a conjoined Inquiry with any Inquiry into objections
to a related CPO for a Demolition Phase
(h) the Council will consult the Buyer and take into account all reasonable
representations made by the Buyer as to the progress and conduct of the promotion
of the Closure Order and in relation to all submissions and any evidence to be
submitted to the Inquiry or Magistrates Court hearing;
(i) the Council will supply to the Buyer all relevant advice, documentation,
correspondence and reports received and issued in respect of the Closure Order;
(j) the Council will appoint an experienced counsel to present the Councils case for
confirmation of the closure Order at the Inquiry or Magistrates Court hearing and will
notify the Buyer of and invite the Buyer to any consultation with counsel and shall
consult with the Buyer on the form of the instructions (to be provided in draft form for
the Buyers comment)
and in this paragraph 5.11 and in paragraph 5.12 references to the making or confirmation of
a Closure Order shall mean (as the context admits) to having performed all administrative
steps so that no further steps are required before the Closure Order can take effect.
5.12 Preparation and Making of Closure Orders by the Buyer
5.12.1 In the event that the Buyer is to make an application for a Closure Order, the Buyer shall
apply for a Closure Order either before or as soon as reasonably practicable after the making
of any related CPO.
5 12 2 If the Buyer applies for a Closure Order it shall
(a) use reasonable endeavours to obtain such Closure Order;
(b) keep the Council informed of the progress made in the making and confirmation and
implementation of such Closure Order, any objections made thereto and any
negotiations undertaken with the highways authority and relevant Government Office
in respect thereof and of any communications with the confirming body and/or the
Planning Inspectorate;
(c) use reasonable endeavours to secure the earliest possible date for an Inquiry to
consider objections to such Closure Order, seeking a conjoined Inquiry with any
related CPO which has been made and in respect of which an Inquiry into objections
to the CPO is due to be held;
(d) consult with the Council and take into account all reasonable representations made
by the Council as to the progress and conduct of the promotion and pursuance of the
confirmation of such Closure Order and in relation to all submissions and any
evidence to be submitted to the Inquiry;
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(e) supply to the Council all relevant advice, documentation, correspondence and reports
received and issued by the Buyer in respect of the promotion and pursuance of the
confirmation of the Closure Order; and
(f) appoint an experienced counsel to present the Buyers case for confirmation of such
Closure Order at the Inquiry and to notify the Council of and invite the attendance of
the Council at all consultations with such counsel;
5.12.3 Subject to the Council having decided to support a Buyers Closure Order, the Council will
use reasonable endeavours to assist the Buyer in securing confirmation of such Closure
Order as a Satisfactory Closure Order as soon as possible.
5.13 Confirmation of an Approved CPO and process if an Approved GPO is a Satisfactory
CPO
5.13.1 If the Secretary of State notifies the Council pursuant to section 14A of the Acquisition of Land
Act 1981 that the Approved CPO is one which the Council may confirm itself the Council will
provide a copy of the letter of notification to the Buyer and proceed to confirm the Approved
CPO as soon as reasonably practicable thereafter.
5.13.2 If the Secretary of State confirms the Approved CPO the Council will provide a copy of the
letter of confirmation, any report from the Inspector and a copy of the confirmed Approved
CPO to the Buyer as soon as reasonably practicable thereafter
5.13.3 Once an Approved CPO is confirmed:
(a) the Buyer will confirm in writing to the Council no later than 10 (ten) Working Days
after receiving the confirmed Approved CPO and any other documents pursuant to
paragraphs 5.13.1 to 5.13.2 above whether the confirmed Approved CPO is
satisfactory and if so it will be termed a Satisfactory CPO; and
(b) insofar as such has not already been agreed, as soon as reasonably practicable (and
in event within 10 (ten) Working Days) following confirmation by the Buyer that the
confirmed Approved CR3 is a Satisfactory CPO, the Council and the Buyer will
through the Project Delivery Group and/or the CPO sub group (as appropriate) use
reasonable endeavours to agree the next steps in the CPO Implementation
Programme. Any disputes will be referred to be determined in accordance with
clause 40; and
(c) as soon as reasonably possible after receiving confirmation that the confirmed CPO
is a Satisfactory CPO (and in any event within 25 Working Days of receiving such
confirmation save where this period is extended in accordance with paragraph 5.13.4)
the Council will prepare all relevant and necessary notices and documents on behalf
of the Council and then publish and serve a notice of confirmation of the Satisfactory
CPO, which shall be a combined notice of confirmation of the Satisfactory CPO and
(in respect of those interests in which a GVD can be made) a notice of intention to
make a GVD in respect of the Satisfactory CPO and will take all necessary steps to
comply with all other relevant statutory requirements in relation to the confirmed
Satisfactory CPO;
(d) unless the Council has notified the Buyer pursuant to paragraph 5.6.6 the Council will
not make any GVD and/or serve any notices to treat and/or notices of entry and/or
take any other steps required to be taken to acquire any Third Party Interests
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pursuant to any CPO unless and until it receives a VP Requirement Notice or the
Buyer otherwise agrees, following which paragraph 7.2 shall apply; and
(e) the Council will seek to implement the Satisfactory CPO and continue to seek to
implement the Satisfactory CPO (including scheme modifications acceptable to the
Buyer) unless and until the Council receives Counsels advice that the
implementation of the Satisfactory CPO has a 50% or less prospect of success and
therefore should not be pursued and the Council may treat this as a Council
Abandonment Event and abandon its attempts to implement the CPO subject to
paragraph 5.10.11.
5.13.4 If any part of the Time Critical Item Completion Period for completion of the fifth Time Critical
Item (item no.5 in Appendix Ito this Schedule) falls within the following periods:
(a) 15 July to 1 September (inclusive); or
(b) 15 December to l5January (inclusive)
(the Suspension Periods) any part of such Time Critical Item Completion Period that, as at
the start of one of the aforementioned periods, is unexpired will be suspended and will only
continue to expire following the xpiry of either of the Suspension Periods, Provided That
such suspension shall not occur to the extent that the reason for such Time Critical Item
Completion Period falling within either of the Suspension Periods is caused or contributed to
by the Councils failure to achieve completion of any other Time Critical Items within its
respective Time Critical Item Completion Periods.
5.14 Confirmation of Satisfactory Closure Order
5.14.1 If the Secretary of State, the Council or the court (as appropriate to the type of Closure Order
concerned) confirms or makes the Closure Order the Council will provide a copy of the letter
of confirmation, any report from an inspector, decision of the Council or of the court (as
appropriate) to the Buyer as soon as reasonably practicable and the Buyer will notify in writing
to the Council no later than fifteen (15) Working Days of receiving the aforesaid relevant
documentation whether the confirmed or made (as appropriate) Closure Order is a
Satisfactory Closure Order Provided That if the Buyer is the recipient of the aforesaid
documentation and not the Council then the Buyer will supply copies of the relevant
documentation to the Council and notify in writing to the Council no later than fifteen (15)
Working Days of receiving the aforesaid relevant documentation whether the confirmed or
made (as appropriate) Closure Order is a Satisfactory Closure Order.
5.14.2 Following confirmation or making (as appropriate) of a Satisfactory Closure Order the Council
and/or the Buyer (as appropriate) shall take all steps to implement the same to enable the
Development to be carried out and used in accordance with the CPO Implementation
Programme and in accordance with this Agreement.
5.15 Where a confirmed CPO is not a Satisfactory CPO or where a confirmed Closure Order
is not a Satisfactory Closure Order
5.15.1 If an Approved CPO is not a Satisfactory CPO, then:
(a) the Buyer shall provide reasons to the Council why the Approved CPO is not a
Satisfactory CPO; and
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(b) the Buyer may elect to recommence the CPO process set out in this Schedule; and
request that the Council make a new CPO for the relevant Phase and may serve a
new CPO Start Notice in respect of that Phase and Counsels (and who for the
avoidance of doubt shall only be the same Counsel as has advised pursuant to
paragraph 5.6.9(a) if the Council and the Buyer agree) advice shall be sought as
soon as reasonably practicable whether a new CPO could be made which enables
the relevant Phase of the Development to be carried out and used and which
adequately responds to the Buyers reasons why the Approved CPO is not a
Satisfactory CPO (including any scheme or Development modifications to the
relevant Phase acceptable to the Buyer) and which would have greater than a 50%
chance of success for being confirmed as a Satisfactory CPO; or
(c) subject to Schedule 16 proceed to issue a new CPO Start Notice for a CPO for a new
andfor modified Phase in accordance with the terms of this Agreement.
5.15.2 Where an Approved CPO has been submitted to the Secretary of State and not confirmed
then the Buyer may decide (in consultation with the Council and Counsel) to either:
(a) request that the Council make a new CPO for the relevant Phase and Counsels
advice shall be sought as soon as reasonably practicable whether a new CPO could
be made which enables the relevant Phase of the Development to be carried out and
used and which adequately responds to the reason why the Approved CPO has not
been confirmed (including any scheme or Development modifications to the relevant
Phase acceptable to the Buyer) and which would have greater than a 50% chance of
success for being confirmed as a Satisfactory CPD; or
(b) subject to Schedule 16 proceed to issue a new CPO Start Notice for a new andlor
modified Phase in accordance with the terms of this Agreement.
5.15.3 If an Approved CPO is confirmed with modifications not approved by the Buyer prior to
confirmation of the CPO such that in the opinion of the Buyer it is not a Satisfactory CPO,
then the Buyer may at any time nonetheless notify the Council that it wishes to proceed with
the Unsatisfactory CPO which will then be deemed to be a Satisfactory CPO.
5.15.4 If an Approved Closure Order is not a Satisfactory Closure Order, then:
(a) the Buyer shall provide reasons to the Council why the Approved Closure Order is not
a Satisfactory Closure Order;
(b) the Buyer may elect to recommence the Closure Order process set out in this
Schedule; and if the Closure Order is one to be made by the Council, request that the
Council make a new Closure Order for the relevant Phase and Counsels advice shall
be sought as soon as reasonably practicable whether a new Closure Order could be
made which enables the relevant Phase of the Development to be carried out and
used and which adequately responds to the Buyers reasons why the Approved
Closure Order is not a Satisfactory Closure Order (including any scheme or
Development modifications to the relevant Phase acceptable to the Buyer) and which
would have greater than a 50% chance of success for being confirmed as a
Satisfactory Closure Order; and
(c) Where an Approved Closure Order has been submitted to the Secretary of State and
not confirmed then the Buyer may decide in consultation with the Council and
Counsel to request that if the Closure Order is one to be made by the Council, the
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Council make a new Closure Order for the relevant Phase and Counsels advice shall
be sought as soon as reasonably practicable whether a new Closure Order could be
made which enables the relevant Phase of the Development to be carried out and
used and which adequately respond to the reasons why the Approved Closure Order
has not been confirmed (including any scheme or Development modifications to the
relevant Phase acceptable to the Buyer) and which would have greater than a 50%
chance of success for being confirmed as a Satisfactory Closure Order.
If an Approved Closure Order is confirmed with modifications (not approved by the Buyer prior
to confirmation of the Closure Order) such that in the opinion of the Buyer it is not a
Satisfactory Closure Order, then the Buyer may at any time nonetheless notify the Council
that it wishes to proceed with the Unsatisfactory Closure Order which will then be deemed to
be a Satisfactory Closure Order.
5.16 Referrals to Upper Tribunal
Where, following service of a GVD or notice to treat in respect of a Third Party Interest in
respect of a Satisfactory CPO, it has not been possible within 6 months to conclude
negotiations in respect of CPO Compensation in respect of a Third Party Interest, then unless
the Buyer agrees otherwise, the Council (in consultation with the Buyer) will refer the
determination of any such Compensation payable to the claimant to the Upper Tribunal
(Lands Chamber), acting reasonably and with the aim of determining the appropriate amount
of CPO Compensation payable.
5.17 Blight Notices
The provisions of the Compulsory Purchase, Closure Order and Appropriation Scheme Costs
and Compensation Agreement will apply to any Blight Notices served on the Council following
the date hereof.
5.18 Initial and Final Demolition Notices
5.18.1 If the Council receives an application under a Right to Buy in respect of residential property
contained within the area covered by a CPO Start Notice then the Council shall as soon as
possible carry out the procedures set out in the Housing Act 1985 (section 1 38A, section
1388 and schedules 5 and 5A) to issue and serve initial and/or final demolition notices, as
appropriate, to suspend the right to buy application and if the Parties are in dispute on any
matter thereafter the dispute will be referred to an Expert pursuant to clause 40.
6 VP Requirement Notice
6.1.1 The Buyer may serve a VP Requirement Notice any time after the confirmation of the relevant
Satisfactory CPO (and any relevant Satisfactory Closure Order) but:
(a) there must be at least a period of 3 months between the date of the VP Requirement
Notice and the first Estimated Habitable Date for any of the Replacement Homes that
are to be provided to replace the Existing Homes comprised in the VP Requirement
Notice:
(b) the VP Date may not be a date later than the date on which the relevant Satisfactory
CPO will cease to be capable of implementation;
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(c) the VP Date may not be less than 7 months from the date of the VP Requirement
Notice;
(d) the VP Date must be at least 3 months after the last Estimated Habitable Date for any
of the Replacement Homes that are to be provided to replace the Existing Homes
comprised in the VP Requirement Notice.
6.1.2 Both: (a) the Time Critical Item Completion Period for the Time Critical Item numbered 6 in
Appendix ito this Schedule for a Demolition Phase will be extended where the Council is
prevented from achieving such Time Critical Item within that Time Critical Item Completion
Period by any of the following; and (b) the VP Date will be extended where:
(a) a Satisfactory CPO has been challenged by a validly made application under section
23 of the Acquisition of Land Act 1981; or
(b) there is a Judicial Review challenge to the making of a GVD or the service of a notice
to treat or a notice of entry (or any decision to take any such step) in relation to a
Satisfactory CPO.
In such circumstances, the VP Date and the Time Critical Item Completion Period for such
Time Critical Item will be 3 months after the date of a judgment or decision from which no
appeal is possible or in relation to which the deadline for filing any appeal has passed without
any appeal having been issued PROVIDED THAT at the request of the Buyer, where the
Council can continue to implement the GVD or notice to treat or notice of entry in relation to
all or part of the CPO Land it will continue to do so or in the alternative make a new GVD or
serve a new notice to treat or notice of entry and if there is any doubt as to whether this is
possible either Party may refer this to the Project Delivery Group (who shall meet within 10
(ten) Working Days of such referral) for an opinion and if the Parties are in dispute on any
matter thereafter, either Party may refer the dispute to an Expert pursuant to clause 40.4.
6.1.3 Any number of VP Requirement Notices can be served in relation to a Phase save that the
Buyer shall not be permitted to serve a VP Requirement Notice in relation to part or all of a
Phase where, to do so, would mean that, by virtue of previous VP Requirement Notices
served, the Council would, at any one time, be decanting more than 200 Existing Homes in a
7 month period.
7 Following Service of the VP Requirement Notice
7.1 VP Requirement Notice Service
Subject to a VP Requirement Notice being served upon the Council and only following service
of the VP Requirement Notice,the Council shall in respect of the Existing Homes identified in
the VP Requirement Notice:
7.1.1 immediately commence the process of relocating all Short Term Occupiers who are
occupying the Existing Homes within the relevant Demolition Phase and progress this
process with all due speed; and
7.1.2 immediately serve notice on any Registered Providers to whom a lease of an Existing Home
has been granted in accordance with paragraph 4.1 .2(a)(ii) of this Schedule and take all steps
necessary to secure possession of any such properties;
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7.1 .3 immediately serve notice on any owners or occupiers of any non residential premises to
whom a lease has been granted in accordance with this Schedule and take all steps
necessary to secure possession of any such properties; and
7.1.4 immediately serve notice on any unlawful occupiers (including squatters) and take all steps
necessary to secure possession of such properties.
7.2 GVD and Notices to Treat
7.2.1 Following service of the VP Requirement Notice, the Council will in accordance with the
provisions of this Schedule:
(a) in respect of those Third Party Interests in which a GVD can be made make a GVD or
GVDs in respect of a Satisfactory GPO in accordance with the CPO Implementation
Programme; and
(b) in respect of those Third Party Interests in which no GVD can be made serve in
respect of a Satisfactory GPO a notice or notices to treat (and either simultaneously
or in due course) a notice or notices of entry in accordance with the GPO
Implementation Programme.
7.3 Satisfaction of Vacant Possession Condition
7.3.1 The Council shall diligently and expeditiously use all powers available to it to procure that the
owners of Third Party Interests give vacant possession of Third Party Interests in compliance
with the GPO Implementation Programme but, in any event, by the VP Date and in
accordance with arrangements agreed between the Council and the owners of the Third Party
Interests and if such owners refuse to vacate the Third Party Interests the Council will take
such steps as are necessary to obtain vacant possession in accordance with the GPO
Implementation Programme and in any event by the VP Date including necessary
enforcement action including if required the execution of a deed poll to secure vacant
possession.
7.3.2 If the Council fails to satisfy the Vacant Possession Condition by the VP Date the Council
shall continue diligently and expeditiously to use all powers available to it to satisfy the Vacant
Possession Condition unless and until it shall have been established in accordance with this
paragraph 7.3 that a VP Abandonment Event has occurred.
7.3.3 If the Council considers that the prospects of success of the Council securing any order of the
Court or lawfully being able to operate any other legal process necessary to enable it to
secure possession of any Third Party Interest to enable the Council to lawfully satisfy the
Vacant Possession Condition in a Demolition Phase (taking into account any appeal process
that may be available) shall be less than 50% (the VP Abandonment Test) then the Buyer
and the Council shall endeavour to agree whether the VP Abandonment Test is satisfied and
in default of agreement the matter may be referred by either party to and Expert in
accordance with clause 40.4 provided that:
(a) the Expert in this case shall be a Queens Counsel experienced in proceedings of the
nature and type in issue
(b) the Expert in this case shall be agreed between the Parties or in default of agreement
appointed at the request of either of the Parties by or on behalf of the Chairman for
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the time being of the General Council of the Bar or his duly appointed deputy or other
person authorised to make appointments on his behalf.
7.3.4 If the parties agree or the Expert shall determine that the VP Abandonment Test shall be
satisfled then in respect of the relevant Third Party Interests the Buyer shall not be entitled to
bring any claim against the Council seeking (by way of specific performance or similar
remedy) to compel the Council to satisfy the Vacant Possession Condition in accordance with
the obligations in paragraph 7.3.2 of this Part of this Schedule for the Demolition Phase (and
this shall be a VP Abandonment Event) but subject and without prejudice to paragraphs 7.3.5
and 7.3.7 of this Part of this Schedule
7.3.5 If a VP Abandonment Event occurs and if required by the Buyer, the Parties shall endeavour
to agree (such agreement not to be unreasonably withheld or delayed) such modifications to
the Demolition Phase and other relevant matters as may be fair and reasonable so that parts
of the relevant Demolition Phase may be transferred to the Buyer (including subject to any
outstanding Third Party Interests (which, unless the Council otherwise agrees, shall not
comprise a dwelling or dwellings which are occupied) as the Buyer may agree but without
prejudice to the remaining provisions of this paragraph) and the arrangements in this
Agreement can continue in relation to the Demolition Phase notwithstanding that the VP
Abandonment Test is not satisfied in relation to the relevant Third Party Interest(s) and
following agreement such arrangements shall be implemented provided that such
modifications and arrangements shall ensure that where in respect of any part of the
Demolition Phase that is not to be transferred to the Buyer under such arrangements the
relevant Third Party Interest(s) in such parts of the Demolition Phase comprise a dwelling or
dwellings which are occupied, criteria (a) and (b) the PPDN Criteria will be met in respect of
such Third Party Interest(s) so that the PPDN Criteria will continue to be met in respect of that
part of the Option land which remains vested in the Council.
7.3.6 Any land or Third Party Interests in respect of which a VP Abandonment Event has occurred
shall remain part of the Option Land and the Buyer shall be entitled to bring such land forward
as part of a subsequent Phase provided that the Council has been able to satisfy the VP
Condition in respect thereof.
7.3.7 Nothing in this paragraph 7.3 of this part of this Schedule shall limit any other right or remedy
of the Buyer against the Council which arises as a result of the Council failing to satisfy the
VP Condition in relation to the relevant land or Third Party Interests and in particular (but
without limitation) (a) any right to Terminate this Agreement (b) any liability of the Council to
pay LADS (c) any liability of the Council to pay damages at large on Termination of this
Agreement (but subject and without prejudice to the express limitations on the recovery of
such LADS or other damages provided for in clause 39 or in Schedule 6 or paragraph 7 of
Schedule 16.
7.4 Transfer of Third Party Interests
If the Council shall acquire any Third Party Interest pursuant to the terms of this Schedule, or
the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and
Compensation Agreement, the Council will at the request from time to time of the Buyer sell
and the Buyer will buy all such Third Party Interests as are capable of being transferred (as
opposed to having been extinguished by the Council acquiring the same) in accordance with
the provisions of Part 3 of this Schedule.
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8 Buyers Interests in Earls Court Regeneration Site
The Council shall not make any compulsory purchase order required for the Development in
respect of the Buyers (or the interests of any Connected Party) interests in the Earls Court
Regeneration Site without the prior written consent of the Buyer.
9 Approach to Application of Time Critical Events and LADS
Appendix 2 is appended to this Schedule for information purposes only and is not to be used
in construing this Agreement but is used to illustrate the approach to the CPO and
Appropriation and Appropriation Scheme process and the application of Time Critical Items,
Time Critical Item Periods and LADS and procedural time period compliance periods any of
which may result in a Refund Termination Event.
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Part 2- Liquidated and Ascertained Damages
LIQUIDATED AND ASCERTAINED DAMAGES
Time Critical Items
1.1 If, in respect of a CPQ (except a CPQ made in respect of the interest and rights specified in
paragraph (c) of the defined term CPO), the Council fails to achieve completion of one or
more of the Time Critical Items by the relevant Time Critical Item Completion Period or Date,
the Council shall pay and/or allow LADS to the Buyer in accordance with this Part 2.
1.2 The period in respect of which the Council would otherwise be liable to pay and/or allow
LADS in relation to a CPO in accordance with this Part 2 as a consequence of any of Time
Critical Items numbered 1, 2 or Sin Appendix 1 below not being complete within its
respective Time Critical Item Completion Period shall be reduced by the equivalent period (if
any) by which any Time Critical Item 4 or 5 (but not 6 or 7) in Appendix 1 below in
relation to that CPO is completed prior to the expiry of its respective Time Critical Item
Completion Period (an Item 1, 2 or 3 Time Saving Period) provided that any Item 1, 2, or 3
Time Saving Period shall only apply once in reducing the period in respect of which the
Council would otherwise have been liable for LADS in relation to not having completed Time
Critical Items 4 or Sin Appendix 1 below.
1.3 Insofar as the Council is, in relation to a CPO, unable to complete a Time Critical Item within
its respective Time Critical Item Completion Period by reason of any impediment, prevention
or default of the Buyer, then such Time Critical Item Completion Period shall be extended by
such period as is fair and reasonable as a result thereof.
1.4 If a VP Requirement Notice in respect of that CPO is issued by the Buyer prior to the
occurrence of Time Critical Item numbered Sin Appendix 1, the Council shall have no
liability to the Buyer for LADS in relation to any failure to complete Time Critical Item
numbered Sin Appendix I within its Time Critical Item Completion Period in respect of that
CPO.
1.5 Without prejudice to paragraph 1.3 above, the Time Critical Item Completion Period for the
Time Critical Item numbered 6 in Appendix I below for a CPO will be extended if the
Council is prevented from achieving completion of such Time Critical Item within such Time
Critical Item Completion Period by the Independent Certifiers Habitable Certificate(s) not
having been issued for all the relevant Replacement Homes. In such circumstances, such
Time Critical Item Completion Period will expire 3 months after the date upon which the
Independent Certifiers Habitable Certificate has been issued for all the relevant Replacement
Homes.
1.6 Where a Challenge is made during a Time Critical Item Completion Period that has the effect
of delaying completion of the Time Critical Item to which such Time Critical Item Completion
Period relates beyond the relevant Time Critical Item Completion Period, then such Time
Critical Item Completion Period shall be extended by such period as is fair and reasonable as
a result thereof.
1.7 Where in this part of this Schedule reference is made to a Demolition Phase such reference
shall also include a part of a Demolition Phase in respect of which a VP Requirement Notice
has been served as if such part itself comprised the whole of the Demolition Phase, provided
that, for the avoidance of doubt, only the GEA of the relevant development on that part of the
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Demolition Phase in respect of which the VP Requirement Notice has been served shall be
used in calculating any liability of the Council for LADS pursuant to paragraph 2.1 below.
2 Councils Liability for LADS
2.1 Subject to the limitation set out in paragraph 3 below, if in respect of any Demolition Phase (or
any part thereof) the Council fails to achieve completion of a Time Critical Item within the
relevant Time Critical Item Completion Period (or date) then the Council will pay or allow
LADS to the Buyer at the rate of 0.50 (Indexed) multiplied by the GEA (expressed in square
feet) of the development permitted to be carried out on the relevant Demolition Phase by the
Satisfactory Main Site Planning Permission (or if greater, the Satisfactory Scheme Overage
Planning Permission) for each week (or part thereof) that elapses between the date of expiry
of the relevant Time Critical Item Completion Period (or date) and the date on which the
relevant Time Critical Item is completed (or any earlier Termination of this Agreement
pursuant to paragraph 4.2.1 of Schedule 16).
2.2 In respect of any LADS to which the Buyer is entitled pursuant to this Part 2, the Buyer may
withhold, deduct or set-off such LADS from any Advance Payment (or any other sums) which
are due or which may become due for payment by the Buyer to the Council under this
Agreement. Further or alternatively at the Buyers discretion, insofar as any such LADS have
not been so withheld, deducted or set-off by the Buyer, the Buyer may recover the balance of
any such LADS from the Council as a debt, and such debt shall be payable by the Council
within twenty (20) Working Days of the Buyers written demand.
2.3 The Buyer shall repay or allow to the Council any LADS paid or allowed by the Council which
the Buyer is no longer entitled to receive as a result of the Council subsequently becoming
entitled to any relief from LADS pursuant to this Agreement (including as a result of it being
agreed or determined that the Council is entitled to an extension to any Time Critical Item
Completion Period or date) within twenty (20) Working Days of the Councils written demand
for the same.
3 Limitations on Liability for LADS
3.1 Until the Expiry or earlier Termination of this Agreement the Council shall not be liable to
discharge any LADS for which it would othe~ise be liable to pursuant to this Part 2 which are
in excess of the unutilised balance of the LADS Cap calculated in accordance with paragraph
3.2.
3.2 For the purposes of paragraph 3.1, the unutilised balance of the LADS Cap shall be
10,000,000 Indexed as at the date upon which the relevant LADS accrue to the Buyer less
any amount previously paid by the Council pursuant to this Part 2 in respect of LADS or by
way of damages for any breach of the terms of clauses 2.1 to 2.11 (inclusive).
3.3 In addition to the provisions of paragraph 3.1 above, the Councils aggregate liability for LADS
in respect of any one calendar week (or part thereof) shall be limited to 50,000 (Indexed).
3.4 References to amounts expressed to be Indexed in relation to this part of this Schedule
means that the relevant amount is adjusted (but not so as to fall below the figures detailed in
paragraphs 2.1, 3.1 and 3.2) in line with the movement in the RPI which movement shatl be
calculated by taking the RPI figure for the month preceding the date of this Agreement and
the RPI Index figure for the month preceding the date upon which the relevant amount
commences to accrue.
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4 General
4.1 The Parties acknowledge and agree:
4.1.1 that the amount and enforceability of LADS provided for in this Part 2 has been carefully
negotiated between the Council and the Buyer and represents a liability which the Council
willingly undertakes in order to compensate the Buyer:
(a) for vacant possession of the Option Land within a Demolition Phase not having been
given to the Buyer by the VP Date for that Demolition Phase; and
(b) as a result of a delay in the process prior to the setting of the VP Date (which will
have ultimately delayed securing vacant possession) by way of a failure of the
Council to complete a Time Critical item within the Time Critical Item Completion
Period;
4.1.2 that both the Council and the Buyer have equal bargaining power, possess extensive
commercial experience and expertise and are being advised by their own legal accounting,
technical, financial, economic and other commercial professionals in relation to their rights
and obligations;
4.1.3 that the Council entered into this obligation to pay or allow such LADS with the intention that it
is a legally binding, valid and enforceable contractual provision against the Council in
accordance with its terms and without any duress, coercion, undue influence or any other
form of unconscionable conduct or impern,issible or objectionable persuasion on the part of
the Buyer; and
4.1.4 to exclude and expressly waive any right which may otherwise arise from or in connection
with the characterisation of any LADS which it may become so liable to pay or allow as a
penalty.
4.2 Further, the Council agrees that any such LADS which the Council may become liable to pay
or allow are not a penalty but rather a genuine pre-estimate of the loss which the Buyer will
suffer as a result of vacant possession of the Option Land within a Demolition Phase not
having been given to the Buyer by the VP Date for that Demolition Phase.
4.3 If the right of the Buyer to recover such LADS is held to be unenforceable, in whole or in part,
such that the Buyer is unable to recover any amounts to which the Buyer would have
otherwise been entitled, the Parties acknowledge that the Buyer shall be entitled to recover
the Losses suffered or incurred by the Buyer as a result of:
4.3.1 vacant possession of the Option Land within a Demolition Phase not having been provided to
the Buyer by the VP Date for that Demolition Phase and
4.3.2 as a result of a delay in the process prior to the setting of the VP Date by way of a failure of
the Council to complete a Time Critical item within the Time Critical Item Completion Period or
date, provided that the Buyer shall not be entitled to recover an amount which would exceed
the relevant LADS otherwise payable had the same not been held to be unenforceable.
4.4 The payment or allowance by the Council of LADS shall not relieve the Council of any other of
its duties, liabilities or obligations.
4.5 The LADS are to compensate the Buyer for delays in transferring a Demolition Phase by the
VP Date and save as provided in paragraph 4.6 no other damages shall be payable for such
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delay but the other rights and remedies of the Buyer shall not be prejudiced including (without
limitation) specific performance.
4.6 Where this Agreement is Terminated or Expires and the Council is in breach of any of its
obligations the Buyer shall be entitled to pursue such remedies as the Buyer may decide
(including damages) without any limitation save that, without prejudice to any liability under or
pursuant to this Part 2 which has accrued prior to such Termination or Expiry, in relation to
the payment of damages the provisions of Schedule 16 shall apply.
4.7 The Council acknowledges and agrees that, where a delay in achieving the Time Critical Item
numbered 5 in Appendix 1 below in relation to a Demolition Phase is caused by an event
referred to in paragraph 5.13.4 of Part 1 of Schedule 6, the Council shall continue to progress
securing vacant possession of that Demolition Phase, save for those properties affected by
events, whilst the relevant challenge is being progressed.
)
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APPENDIX I - TIME CRITICAL ITEMS
216
)
Time Critical Item Time Critical Item Completion Period (or Date)
1. A decision to resolve to make a CPU The end of the time period provided for in
within paragraphs (a) and (b) but not paragraph 5.10.laubject to the operation of the
paragraph (c) of the defined term CPU by following as applicable:
the Councils cabinet in respect of a
request made under paragraph 5.10.1 of (a) paragraph 5.6.10 of Part I of Schedule 6; or
Part I of Schedule 6 to make a CPU (b) clause 11.7.2(e)
2 The Council making a CPU within Within 10 (ten) Working Days from the resolution.
paragraph (a) or (b) but not paragraph (c) -
of the defined term CPU as provided for in
paragraph 5.10.2 of Part 1 of Schedule 6.
The Appropriation of all interests owned The time specified in paragraph 5.10.4 of Part I of
by the Council in accordance with and Schedule 6.
pursuant to paragraph 5.10.4 of Part I of
Schedule 6.
4 The Council submits a CPU within 10 (ten) Working Days after the Buyer confirms that
paragraphs (a) or (b) but not paragraph the CPU is an Approved CPU
(c) of the defined term CPU which is an
Approved CPU to the Secretary of State
for confirmation
5 The Council publishing and serving all End of the period provided for in paragraph 5.13.3.
necessary notices as required pursuant to 25 Working Days of receipt of notification from the
paragraph 5.13.3 of Part I of Schedule 6 Buyer that the confirmed CPU is a Satisfactory
in respect of a CPU within paragraphs (a) CPU
or (b) but not paragraph (c) of the defined
term CPU which is a Satisfactory CPU.
6 The Council satisfying the Vacant The VP Date for the relevant Demolition Phase
Possession Condition in respect of the and/or CPU Land
Demolition Phase and/or CPU Land and
completes the transfer of the Demolition
Phase andfor CPU Land to the Buyer
7 The Council complying with the time The end of the time periods provided for in
periods set out in paragraphs 5.1.4. 5.1.5 paragraphs 5.1.4, 5.1.5 and 5.1.6 relating to an
and 5.1.6 of Part 1 of Schedule 6 relating Appropriation Scheme.
to an Appropriation Scheme
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APPENDIX 2
Type of CPO Deductible Non- Time LADS Procedural Refund
or Costs and Deductible Critical Time Termination
Appropriation Compensation Costs and Items Compliance Events
or Compensation Periods
Appropriation
Scheme (CI 2.4
Compulsory
Purchase
Order,
Closure Order
and
Appropriation
Scheme
Costs and
Compensation
Agreement)
Paragraph a Yes No Yes Yes Yes Yes
(i) and (N) of
the CPO
definition
Paragraph a No Yes Yes Yes Yes Yes
(IN) and b of
the CPO
definition
Paragraph c No Yes No No Yes Yes
of the CPO
definition
Appropriation Yes No Yes Yes Yes Yes
of Council
Interests
alongside a
cPO
Appropriation No Yes No No Yes Yes
Scheme
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Part 3 Aquisition
I Agreement for Sale and Purchase
1.1 Where paragraph 7.4 of Part I of this Schedule applies, the Council will sell, and the Buyer
(or such other Purchase Company as the Buyer may nominate) will buy, the Third Party
Interests with full vacant possession.
1.2 The Completion Date for the purposes of this Part 3 shall be the date that is 20 Working
Days after the date on which the Buyer notifies the Council of its desire to acquire Third Party
Interests in accordance with paragraph 7.4 of Part 1 of this Schedule.
1.3 Actual Completion for the purposes of this Part 3 shall be the completion of the sale and
purchase of the Third Party Interests whether or not it takes place on the Completion Date
(referred to in the Standard Conditions as the date of actual completion).
1.4 The risk of damage to or destruction of the Third Party Interests passes to the Buyer (or such
other Purchase Company as the Buyer may nominate) on the Completion Date.
1.5 Standard Conditions 1.4, 3.1.3, 6.1, 6.2, 6.3, 7.1.1, 7.1.2, 7.1.4(b) and 10.3 shall not apply.
2 Price
The price for the Third Party Interests is an amount equal to the price paid by the Council
pursuant to the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and
Compensation Agreement except that where:
2.1 pursuant to the Compulsory Purchase, Closure Order and Appropriation Scheme Costs and
Compensation Agreement the Buyer has already reimbursed the Council for the amount paid
for the Third Party Interests; or -
2.2 the amount paid for the Third Party Interests qualifies as Allowable Capital Expenditure
the price will be 1 (one pound).
3 Deposit
No deposit is payable.
4 Completion Arrangements
4.1 Completion is to take place on the Completion Date at the offices of the Councils Solicitors,
or elsewhere as the Council may reasonably direct.
4.2 Save where the Council elects under Clause 9.16.1 of this Agreement itself to pay the money
due on Actual Completion the Buyer (or such other Purchase Company as the Buyer may
nominate) is to pay the money due on Actual Completion by direct credit to a bank account of
and nominated by the Councils Solicitors. The money is to be treated as paid to the Council
at the time it is received by the relevant bank.
4.3 If the money due on Actual Completion is received after 2:00 pm, Actual Completion is to be
treated for the purposes only of Standard Conditions 8.3 and 9.3 as taking place on the next
working day. Standard Condition 8.1.2 is varied accordingly.
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5 Title
5.1 The Council shall not less than 15 Working Days prior to the Completion Date and so far as it
is ble to do so and has such information available to it deduce title to the Third Party
Interests such deduction of title to include:
5.1.1 in respect of any of the Third Party Interests which are registered the Council shall supply:
(a) official copies of the items referred to in rules 134(1 )(a) and (b) of the Land
Registration Rules 2003 and unedited copies or abstracts of the Items referred to in
rule 135(1)(a) of those rules; and
(b) such copies, abstracts and evidence (if any) in respect of any subsisting rights and
interests appurtenant to the Third Pariy interests as to which the register is not
conclusive and or any matters excepted from the effect of registration as the Council
or the owner of the Third Party Interests (as the case may be) would have been
entitled to if the land had not been registered; and
5.1.2 in respect of any part of the Third Party Interests which are unregistered, the Council shall so
far as it is able to do so and has such information in its control supply evidence of
unregistered title in the form of an abstract of the title or an epitome of title with photocopies of
the relevant copies.
5.2 The Council sells with the same title guarantee as that given to the Council by its immediate
predecessor(s) in title subject to any reasonable qualifications to that title guarantee as the
Council may require.
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