Fwd: paperworkings - New tenancy agreement

[Ryan .]

Hey all!

Here's the agreement that Tom proposes for us.

The basic changes from what was discussed is that we're now getting the whole building, and are responsible for utilities and business rates, and the review for rent increase to £1200 will happen at six months, not twelve. 

Looking for comment and advice, would like to sign and give notice on Storage King by the end of this week latest.

I've posted it to the wiki. http://rlab.org.uk/wiki/Rlab_sublease_agreement

I've also attached the plans for the rooms that Tom will (need help BIGTIME) build(ing). 

I've stuck them, and the typed up illegible text on the wiki: http://rlab.org.uk/wiki/Rlab_changes

Tom needs helps with things!

I need helps with things!

We need to find electricity and gas suppliers, as well as sort out water meter location and RATES ASAP

:) this will be so COOL! 

R

---------- Forwarded message ----------
From: Tom Allen <t...@randominter.net>
Date: Wed, Apr 24, 2013 at 4:30 PM
Subject: paperworkings
To: Ryan White <ry.w...@gmail.com>

Ok so here is the exec summary, and the full contract below:

Allenway ltd will rent the entire building and land under it's control at unit 1C Weldale street to Reading Maker Space LTD for the monthly rent of 833 + VAT.
Allenway ltd will be responsible for the building owners insurance, estate maintenance fees and all maintainance of the fixed structure of the building (main doors, boiler, roof etc)

Reading Maker Space Ltd will be responsible for electricity, gas, water, communications and business rates charges for the property.

There is three month notice either way to end the agreement

The rent and terms are reviewed every six months and a new agreement signed if changes needed. If disputed no new agreement can happen but the three month notice can be served by either party if needed.

I intend to increase the rent to 1000 + VAT at the first review in month 6. I intend to increase the rent to 1200+VAT in month 12. These figures are not in the contract as the situation may change between now and then.

1200 per month for 1550 sq ft is still cheaper than acre road :)

I think we should also look at the hackspace joining these guys http://www.ncvo-vol.org.uk/membership/general-criteria it's free for a business of our size and should get us cheaper electricity and gas and help convince the council to do the business rates reduction.

--
Tom Allen
+44 7939 025 131

[Stuart Livings]

On 25/04/2013 02:04, Ryan . wrote:
> I've also attached the plans for the rooms that Tom will (need help
> BIGTIME) build(ing).

...

> Tom needs helps with things!
>
> I need helps with things!

As soon as the new space has interwebnets then I can 'work' from the
space and help out with stuff, particularly DIY, networking, building etc.

Just let me know as soon as there's connectivity :D

[barnaby]

Very cool. We will need a copy of the master lease to make much sense
of this.

I also strongly feel we should give notice to Storage King today, the
overlapping rent will make things much harder down the line.

[mikethebee]

Barnaby is correct in that the agreement states "

1. The Subtenant is willing to undertake certain obligations of the Master Lease."

however, if Ryan is happy after his discussions (which is the case?) with Allenway, then I think it is best that he signs it urgently, so we can get on with the building and other work knowing that our expenditure and efforts are on the *confirmed* new Reading Makerspace. 

-Mike

[barnaby]

I know it is always easy to undervalue the work of others; but the
potential downsides of signing the wrong lease massively outweigh a few
man-days labour. It seems unfair to put all this burden on Ryan without
anyone else even having seen all the terms.

[Stuart Livings]

I agree with Barnaby here. Let's understand all before committing. I'd expect no blockers but best to be aware and safe.

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[mikethebee]

It is obviously helpful to Ryan for "many eyes" to comment, he wants this and that is why he has posted the document, but a full review of liabilities and responsibilities in SuperLandlord, Landlord & Tenant Agreements is likely to take some days. I was assuming that others more legalie than me (maybe Andrew) have been more involved in the legal/liabilities side than posted here, but it is Ryan's signature at the end of the day.

My concern today is the cart & horse effect. I want to help to get on with the work of moving in & moving on, a signed agreement should be the first step. Had we not let Ryan deal with things originally, we would not be having a space to move from at all.

-Mike

[barnaby]

Signing a contract then spending several days reviewing whether it is
fit for purpose is the very much putting the cart before the horse. No
one likes legal bureaucracy but we have to move beyond an attitude of
'Don't worry Ryan will do it' if we are going to survive let alone
thrive as a hackspace.

[Ryan .]

+1 B. I'd like someone else to read it and at least say "yep looks good, i'm in"

On Thu, Apr 25, 2013 at 1:11 PM, barnaby <b+reading...@zi.is> wrote:

Signing a contract then spending several days reviewing whether it is fit for purpose is the very much putting the cart before the horse. No one likes legal bureaucracy but we have to move beyond an attitude of 'Don't worry Ryan will do it' if we are going to survive let alone thrive as a hackspace.

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[daprigoo]

On first reading whoever signs is responsible for meeting the terms of both the sublease which we have a copy of and the master lease. Do we have a copy of the master lease?

On 25/04/2013 13:16, Ryan . wrote:

+1 B. I'd like someone else to read it and at least say "yep looks good, i'm in"

On Thu, Apr 25, 2013 at 1:11 PM, barnaby <b+reading...@zi.is> wrote:

Signing a contract then spending several days reviewing whether it is fit for purpose is the very much putting the cart before the horse. No one likes legal bureaucracy but we have to move beyond an attitude of 'Don't worry Ryan will do it' if we are going to survive let alone thrive as a hackspace.

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[Richard Ibbotson]

I don't expect our obligations under the master lease to be too onerous. We should be able to review very quickly. It will mainly be restrictions on what we can do. Tom had already reviewed and the no alcohol sales is one of them. Given the businesses already operating on the site, I don't think we need professional review.

Sent via Richard's Phone

07871 256772

[Richard Ibbotson]

While the actual agreement is signed by Ryan he is signing on behalf of the members, so positive support of the agreement from members is expected. Rlab represents a lot of hard work and the dreams of the all the members. So all be involved in the decision process, but quickly.

Sent via Richard's Phone

07871 256772

--

[Matthew Daubney]

I'll ask my missus to have a look over it tonight. She did a law degree so should know :) 

[Matthew Daubney]

Additionally, I have a few odd lengths of worktop in assorted states I can donate to the space. Will try and drop them in tomorrow afternoon.

[Tom Allen]

I dont have the head/master lease electronic atm will scan it.

There are things in there nobody likes. But they were put there by Reading council in 1982 and have never been enforced. Infact they are the same for all small business units made in the seventies and eighties under the gov policy to build these small units. On the ground the park operates on a do what you like as long as no one complains basis and current tenants all flout the restrictions with no issue.

Roughly:
No alcohol stored sold or given away.
No living on site.
Two cars in the marked parking spaces ( you can just about see a bit of one line...)
No changes to the fabric of the building without consent (the mezzanine was added later and is not the fabric)
Windows cleaned professionaly every month.
Outside painted every three years with three coats of good quality paint.
No bins stored outside.
Internal bins emptied professional every week.
No noxious fumes released excessively.
No deleterious materials to be put in drains.
No iluminated signage.
No signage outside the property without permission and only to reasonably describe the business.

Obviously they were put there with good intentions but some are in practical.

I actually am not allowed by the superior landlord to let any of the space without passing on the terms of the master lease.
After consulting proper legal advice on the master lease I was simply told not to worry about the exact clauses as this is all very standard stuff and in the very unlikely even we do something which upsets people we will be given plenty of time to rectify it. It just has to be there so we cant just tell them to stuff it if there is a genuine complaint.

I hope this makes things clearer.

[Paul Lettington]

On Thu, Apr 25 2013 09:38:16 +0100, Stuart Livings wrote:
> As soon as the new space has interwebnets then I can 'work' from the
> space and help out with stuff, particularly DIY, networking,
> building etc.
>
> Just let me know as soon as there's connectivity :D

Hi Stuart,

Internets are taking a bit of time and currently look like it will go
live the week after the opening party. The site has excellent 3G
coverage though.

Because the previous occupants of the building left all the phone lines
live when they moved out, we are having to do a "PSTN takeover" rather
than starting a stopped line. Part of the process for a takeover is a
deliberate delay to give the old voice provider the ability to stop the
takeover happening to prevent slamming. Only after the PSTN migration
has completed can a broadband order be placed on it.

The phone line order will complete on 2013-05-02. I'll get an FTTC order
placed on the same day, if possible. That will typically have a 5
working day lead time, so 2013-05-09.

--
Paul.

[Norro]

If we are taking on the full rent sooner, is the non commercial aspect lifted or relaxed so that if needs be we can use storage/coworking to cover a shortfall of members?

[Richard Ibbotson]

I am seeing commitments in the exec. summary what Allenway will pay, but these don't seem to be in agreement.

I do not see any commitment by Allenway to maintain the building in good repair.

Can we make it clear that if Allenway fails , the sub tenant has no responsibilities exceeding the monthly rental and the deposit?

Sent via Richard's Phone

07871 256772

[Tom Allen]

That was the summary of the master head lease. The maintenance is in the sublease attached to ryans email :)

[Tom Allen]

Non commercial has already been removed

[mikethebee]

I'm just disappointed that having had to choose between helping the move here and Newcastle Makerfaire we cannot proceed because of legal stuff.

[Ryan .]

We can proceed. Why do you think we can't? 

It's Tom's space now, and we're hashing out the agreement. He's (I think?) happy for us to start working on things, maybe not moving as the building work isn't done yet, but he's certainly started, and I would like the hackspace to support him doing the required building works (as it's for us, really)

R

On Thu, Apr 25, 2013 at 9:33 PM, mikethebee <miketh...@gmail.com> wrote:

I'm just disappointed that having had to choose between helping the move here and Newcastle Makerfaire we cannot proceed because of legal stuff.

--

[Ryan .]

Basically, there's plenty of work to do. Don't be scared of helping Tom out because we haven't signed a lease yet. He's already torn down a wall and is working on moving the stairs literally as we speak.

I'll speak to him about changes to the lease, if anything needs to be clarified or changed, so long as it's not fundamental to the terms it should be fine!

[Nigel Worsley]

The terms of the sublease look fine to me. Some of those in the master
lease are a bit crappy, but I would be amazed if the council tried to
enforce the fact that the windows must be cleaned professionally
rather than by the members! They can't be altered anyway, so there
isn't much point getting into a debate about it.

Go sign the lease :)

Nigle

[Ryan .]

Cool, only one problem left, can someone 3d print the hackspace a seal?

!!

[Nigel Worsley]

> Cool, only one problem left, can someone 3d print the hackspace a seal?

We don't need one, according to this page:
http://blog.thecompanywarehouse.co.uk/2012/08/08/why-we-don%E2%80%99t-provide-company-seals/

Would still be cool though, especially if pressed into wax instead of
the usual embossing of paper ones. The design file will, of course,
have to be deleted after printing to prevent counterfeiting :-)

Nigle

[Ryan .]

!! Is that actually a thing?! I was playin'

[Nigel Worsley]

> !! Is that actually a thing?! I was playin'

And there was me thinking you knew more that expected about UK company
law, but were a little out of date :-)

Company seals were a standard part of company formation packages for
quite a while after they were no longer necessary. At my local theatre
I stumbled across the redundant company seal lying around in the props
store a while back!

Nigle

[Matthew Daubney]

Seriously, if you ship anything into Dubai and some of the UAE states, you still need one. We have one at work for that very reason.

Nigle

[Richard Ibbotson]

I maybe did not keep up with the full thread while on hols. and there may be later versions of the sublease but:

 

In your original message to Ryan containing the sublease you state in the executive summary " Allenway ltd will be responsible for the building owners insurance, estate maintenance fees and all maintainance of the fixed structure of the building (main doors, boiler, roof etc)". This does not appear in the actual sublease agreement which was attached to your mail, and I think it should be.

 

Also I would like some commitment from Allenway to keep the building in good repair.

[Tom Allen]

Agreed. Will make this clearer. Ryan is coming over tonight to finalise any changes.

Btw, will be building your room tommorrow, can you confirm minimum door width so I can buy it tonight :)

[Richard Ibbotson]

Thx. on the changes.

 

A 30" door should be fine. I will be down tomorrow to help.

[Richard Ibbotson]

One of the reqiurements in the new premises sublease is for public liability and product liability insurance.

So: We now haz insurance!

 

We now have insurance for public liability, product liability, employee liability, and some cover for material damage to rlab property.

 

I will try to get more detail and explanations on the wiki over the weekend. Any urgent questions about cover for upcoming events etc at the new space. please contact me direct.

 

There is still some work to do to prepare risk assessments and property lists to ensure the cover is robust, but only a few hours work.

 

Richard

[Tom Allen]

Great stuff. I am currently cutting the floor out while standing on it so nice to know we are covered :-o

[Ryan .]

Here's the updated copy of the lease, sorry I haven't put it on the wiki I was editing it offline.

I've added a bit to reflect Richard's comments. 

[Ryan .]

ps. I'm going to sign this with Tom tomorrow and transfer him £3000 so if there's any objections hurry up and speak up!

[Richard Ibbotson]

My input:

1) The dates in the agreement must be the real date of signing. If your intention was to backdate the start, then do that only in the 'term' section. You can't expect a witness to sign a wrong dated agreement.

2) Attach Schedule A

3) Sign Agreement

4) Pay Allenway £3000. Though only £2000 is required in agreement, the extra month will ensure we have time to resolve any  payment delays outside the agreement.

5) Shake hands, smile for cameras

6) Get back to work hacking rlab

 

From: reading-...@googlegroups.com [mailto:reading-...@googlegroups.com] On Behalf Of Ryan .

Sent: 29 April 2013 23:37
To: reading-...@googlegroups.com

[barnaby]

I still don't think we can helpfully comment without the referenced
master lease and appendix.

It is my understanding that the deposit is not subject to VAT, so
should be expressed as an Ex-VAT figure:
http://www.hmrc.gov.uk/manuals/vatscmanual/vatsc53600.htm.

[Tom Allen]

Ahhhh a very good point mr b! Change to No Vat on deposit pls ryan and change figure to 1000.
I am about to put the master lease on the google drive and link it here :) finally got a digital copy. Schedule a is there too. Pls hold for upload!

On 30 Apr 2013 10:04, "barnaby" <b+reading...@zi.is> wrote:

I still don't think we can helpfully comment without the referenced master lease and appendix.

It is my understanding that the deposit is not subject to VAT, so should be expressed as an Ex-VAT figure: http://www.hmrc.gov.uk/manuals/vatscmanual/vatsc53600.htm.

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[Tom Allen]

Lease now on my google drive for ryan to edit and others to view

https://drive.google.com/folderview?id=0BwAOpr-U86Bwc0FRSkdpSFlwNFU&usp=sharing

The schedule A which shows the map is very low quality and in black and white which doesnt help when the lease says area outlined in red... but you get the idea! If someone want to quickly edit that map as a pic and post it I will upload to google drive.

Tom Allen
Allenway ltd

[Barnaby]

Thank you Tom, these look great. Not sure that editing the pictures
would help as they would no-longer have any authority.

As long as the building insurance is all in hand, I can't see any
reason not to sign the lease and celebrate a brilliant new hack-space!

We may need to consider some of the building work with regards to 3p in
Tom's lease. If the balcony for the stairs or the extension to the
mezzanine are to be attached to the walls.

Barnaby

[Tom Allen]

Insurance is all in place and nothing will be attached to the walls so we are all good I think!
Thanks for looking over it.