The Recreation Ground, Bath

Indicative Heads of Terms – Leisure Centre

Subject to formal approval by Council

These indicative heads of terms form the basis of the Trust’s proposals for the future of the Recreation Ground. They have not been implemented and any property agreement will be decided on by the reconstituted trustee body under the provisions of the Charity Commission’s Scheme.

Memorandum of Understanding 1 (The Principal Agreement)

Premises:

The property to be demised is shown for identification purposes edged red on the attached plan and comprises the leisure centre together with the adjacent land. This will exclude the five-a-side football pitches on the east side of the Recreation Ground shown for identification purposes hatched black on the attached plan which are currently occupied as part of the leisure centre and will revert to the Trust on the expiry of The Temporary Agreement .

Rights and Reservations

  • The agreement shall reserve a pedestrianright of access for the Trust, its tenants and users of the Recreation Ground across land shown coloured blue and shall permit vehicular access with prior consent of the Tenant.
  • The agreement shall reserve a right of access and use for the Tenant, its subtenants and Leisure Centre users touse the area known as the fire strip, shown for identification coloured yellow,for access and car parking. The Trust reserves the right to temporarily suspend this access.
  • B&NES will grant pedestrian rights of access to The Trust, its tenants and users of the Recreation Ground over the freehold land adjoining The Pavilion building, which is shown for identification purposes coloured green on the attached plan. B&NES will also permit vehicular access over this land subject to the granting of prior consent. This parcel of land is outside the demise and is to be subject to a break option as set out below.
  • B&NES will also grant pedestrian rights of access to The Trust, its tenants and users of the Recreation Ground over the freehold land adjoining the river walkway, shown for identification purposes coloured pink on the attached plan. This parcel of land is outside the demise and is to be subject to a break option as set out below.

Such rights as are set out above will, where it is appropriate, be subject to a charge or a share of the income received from the exercise of that right,

The Parties

Landlord: The Recreation Ground, Bath Trust (or the Official Custodian) (the “Trust”)

Tenant: Bath & North East Somerset Council (“B&NES”), or if legally required, a nominee and their successors in title.

The new agreement will be granted subject to the existing management agreement between B&NES and Aquaterra Leisure Ltd (Aquaterra), together with any extension to that contract and any subsequent management agreements entered into by the Tenant.

Term

50 years from the date of grant.

Break Option

The Tenant has the right to break the agreement at every fifth anniversary of the commencement date.

B&NES reserve the right to terminate the right of accessoverits privately owned land adjoining either the Pavilion or the Riverside walkway, by serving on the Landlord a notice to terminate suchrights of access over the landcoloured greenand/or pink. In such an event B&NES will endeavour to make satisfactory arrangements to replace the right of way terminated but shall not be under any formal legal obligation to either provide an alternative route or to pay any compensation.

Rent

The Tenant is to provide the Trust with annual audited accounts in relation to the use of the Property in accordance with the permitted uses set out below.

The Tenant will pay to the Landlord

1)The annual net income, subject to an appropriate management fee, from commercial lettings received from commercial parking and from the office letting to Parking Services, in accordance with paragraphs c)d) of Permitted Uses as set out below. Commercial lettings in this respect also includes any income derived from pay & display parking, in accordance with paragraphs b) of the Permitted Uses, net of any discounts offered in connection with paragraph a) of the Permitted uses but excludes income otherwise directly related to the operation of the Leisure Centre, in accordance with paragraph a) of Permitted Uses as set out below.

Plus

2)Any remaining annual net profit derived from the operation of the Leisure Centre, in accordance with paragraph a) of Permitted Uses as set out below, subject to the Tenant deducting all relevant running costs including but not limited to all taxes, utility costs and other outgoings, together with a management fee to deliver this permitted use in pursuance of the Landlord’s charitable objectives, including all appropriate costs associated with the engagement of a third party management company to operate the facility on behalf of the tenant.

In the event of an operating loss the landlord may make a contribution to the tenant in so far as any loss relates to the use of the sports centre for activities in pursuance of the Trust objectives.

Permitted Uses

To be used as

a)ALeisure Centre and adjoining land providing sports facilities as part of the Landlord’scharitable objectives for public sports and leisure provision. The nature of the sports and leisure uses are to be at the discretion of the tenant as long as they are compatible with the landlord’s charitable objectives.

b)Public car parking

c)Commercial car parking, which is to be let at full market rental levels.

d)Commercial offices (in the area currently occupied by Parking Services)

Any change of use which falls within the Landlord’s charitable objectives is permitted.

Alienation

The tenant may not assign or sub-let the premises as a whole. The Tenant is able to have the premises managed by a third party management company, subject to the Landlord’s consent (not to be unreasonably withheld or delayed). The Tenant is able to grant licences for the car parking spaces.

Insurance

The Tenant is to comprehensively insure the premisesand recharge the premium and all other associated insurance costs in full to the Landlord. .

Repair

The Landlord will be responsible for keeping the whole of the premises in good repair. At such time as repair of the premises in whole or in part becomes either not possible or not viable the Landlord will be responsible for replacing them or (as the case may be) that part of them so as to enable the activities carried on in or the functions performed by the replaced premises to continue or to continue with such modifications as the Tenant agrees

Statutory Obligations

The Tenant is to comply and ensure Aquaterra or any other management company complies with all statutory obligations and regulations relating to the premises and their operation as a Leisure Centre.

Alterations

Non-structural alterations will be permitted. Structural alterations will require landlord’s prior written consent, which may not be unreasonably withheld or delayed.

Yield Up

On termination of theagreement, whether by expiry or break, the Tenant shall yield up the buildings then existing within the demised premises in accordance with the provisions of these Heads of Terms

Fees and Costs

Each side will pay their own legal, surveyors and other professional fees.B&NES will pay all SDLT and VAT.

Note: These HoT’s must be considered alongside the management agreement with Aquaterra to ensure that they are compatible

Memorandum of Understanding2 (The Temporary Agreement)

Premises

The property to be demised is the land comprising the five-a-side football pitches on the east side of the Recreation Ground which is currently occupied as part of the leisure centre and shown for identification purposes hatched black on the attached plan

The Parties

Landlord: The Recreation Ground, Bath Trust (or the Official Custodian) (the “Trust”)

Tenant: Bath & North East Somerset Council (“B&NES”), or if legally required, a nominee and their successors in title.

The temporary agreement will be granted subject to the management agreement between B&NES and Aquaterra.

Term

Term is to be co-terminous with the existing Aquaterra agreement plus any extension which may be granted.

Rent

Rent to be calculated following the same approach as under the Principal Agreement.

Permitted Uses

To be used as five-a-side football pitches ancillary to the Leisure Centre providing sports facilities to the general public as part of the Tenant’s requirements for public sports and leisure provision. Any change of use which falls within the Landlords charitable objectives is permitted, subject to Landlords written consent, which may not be unreasonably withheld.

Other Terms

As per the Principal Agreement, subject to such practical alterations as may be necessary to reflect the separate demise.