("the Company") (1) and Martinique Way Sovereign Harbour South, Eastbourne, East Sussex BN23 5TH ("the Property Owner'') (2)

Transcription

1 THIS DEED OF COVENANT is made the day of Two thousand and [ ] BETWEEN COLUMBUS POINT MANAGEMENT COMPANY LIMITED care of Clarke Willmott LLP Solicitors 1 Georges Square Bath Street Bristol BS1 6BA Company Number ("the Company") (1) and Martinique Way Sovereign Harbour South, Eastbourne, East Sussex BN23 5TH ("the Property Owner'') (2) W H E R E A S (A) (B) The Property Owner is the registered proprietor of or has purchased the property described in the First Schedule The Property Owner has agreed to enter into this Deed in manner hereinafter appearing NOW THIS DEED WITNESSES and IT IS HEREBY AGREED AND DECLARED as follows:- 1 Definitions 1.1 In this Deed the following expressions shall unless the context otherwise requires bear the following meanings: ''Aria" means Aria Homes Limited of Persimmon House Fulford York Y019 4FE "Company" include where the context so admits the successors in title of the Company "Deed of Covenant" means a Deed of Covenant in the form of this Deed amended as necessary to refer to any future Property owner "Estate" means Aria's development as described in the First Transfer including the Property "First Transfer" means the first Transfer of the Property from Aria to the first purchaser of the Property the date of which is set out in the First Schedule "Member of the Company" means a member of the company as defined in the Articles of Association of the Company "Property Owner includes where the context so admits the successors in title of the Property Owner "Property" means the property described in the First Schedule hereto "Scheduled Services" means the services set out in the Second Schedule hereto "Service Charge" means such percentage of the expenses and outgoings incurred by the Company in the performance of the Scheduled Services 1

2 including the fees of its managing agents and accountants or other professional persons plus VAT on such sum as the Company shall advise to the Property Owner 'Water Feature" means the canal system, overflow drainage system, measures for linking the sections of the Water Feature to the overflow drainage system and canal walkways and all sculptures set within the water feature built by Aria on the Estate and/or such other constructions as may from time to time replace the same 1.2 The masculine gender shall include the feminine gender and vice versa and where there are two or more persons included in the expression "the Property Owner" covenants and agreements expressed to be made by the Property Owner shall be deemed to be made by such persons jointly and severally. 2 Membership of the Management Company 2.1 The Property Owner shall become a Member of the Company 2.2 The Property Owner shall cease to be a Member of the Company on the registration or a successor in title as a Member of the Company. 3 Company Covenants 3.1 The Company hereby covenants with the Property Owner that: it provide procure and perform the Scheduled Services it will enter into a Deed of Covenant with any intended transferee of the Property in the terms of this Deed and will give any consent required to H.M. land Registry to allow registration of any proposed dealing in the Property provided that such Deed of Covenant shall first have been completed and that the transferee shall have observed a.nc! performed the covenants on his part herein contained and fulfilled the obligations on his part contained in the First Transfer. 4 Property Owner Covenants The Property Owner hereby covenants with the Company:- 4.1 to pay to the Company the Service Charge 4.2 to pay all reasonable costs charges and expenses which may be incurred by the Company or its Managing Agents in connection with the recovery of arrears of the Service Charge 4.3 that in any contract for the disposal of the Property to include a condition precedent that the intending buyer shall upon completion of such contract enter into a Deed of Covenant with the Company and that the buyer or the intending buyer shall bear all costs of and incidental to the preparation and execution of such Deed including any 2

3 stamp duty payable thereon and that it will not dispose of the Property without doing so. 5 Agreements and Declarations It is hereby agreed and declared that: for the avoidance of doubt ii is hereby expressly agreed and provided that the Company shall have the right to appoint a managing agent or agents to supervise the provision of services as hereinafter provided and the carrying out of the Company's obligations hereunder and that the fees of such agent or agents plus Value Added Tax thereon shall be included in the Service Charge the amount of the Service Charge shall be ascertained and certified by a certificate (hereinafter called "the Certificate") signed by the Company's auditors or accountants or managing agents (at the discretion of the Company) annually and so soon after the end of the Management Year as may be practicable and shall relate to such year in manner hereinafter mentioned 5.1,3 the expression "the Management Year" shall mean such annual period as the Company may in its discretion from time to time determine as being that in which the accounts of the Company either generally or relating to the Estate shall be made up the Certificate shall contain a summary of the said expenses and outgoings Incurred during the Management Year to which it relates and which form the basis of the Service Charge and the Certificate (or a copy thereof duly certified by the person by whom the same was given) shall be conclusive evidence for the purposes hereof of the matters which it purports to certify the expression "the expenses and outgoings incurred by the Company" as hereinbefore used shall be deemed to include not only those expenses and outgoings and other expenditure hereinbefore described which have been actually disbursed incurred or made by the Company during the year in question but also such reasonable part of all such expenses outgoings and other expenditure hereinbefore described which are of a periodically recurring nature (whether recurring by regular or irregular periods) whenever disbursed incurred or made and whether prior to the commencement of the. said term or otherwise including a sum or sums of money by way of reasonable provision for anticipated expenditure in respect thereof as the Company or its accountants or managing agents (as the case may be) may in their discretion allocate to the year in question as being fair and reasonable in the circumstances the Property Owner shall pay to the Company or such other person as it shall direct such sum or sums in such increments as the Company shall 3

4 direct and on account of the Service Charge as the Company or its accountants or managing agents (as the case may be) shall reasonably specify at their discretion to be a fair and reasonable interim payment (such payment to be held upon trust) as soon as practicable after the signature of the Certificate the Company shall furnish to the Property Owner a copy thereof and an account of the Service Charge payable by the Property Owner for the year in question due credit being given therein for all interim payments made by the Property Owner in respect of the said year and upon the furnishing of such account showing such adjustment as may be appropriate there shall be paid by the Property Owner to the Company within fourteen days the amount of the service charge as aforesaid or any balance found payable or there shall be allowed by the Company to the Property Owner any amount which may have been overpaid by the Property Owner by way of Interim payment as the case may require nothing in these presents contained shall prevent the Company from maintaining an action against the Property Owner in respect of nonpayment of any such interim payment as aforesaid notwithstanding that the Certificate had not been signed at the time of the proceedings subject nevertheless to proof in such proceedings by the Company that the interim payment demanded and unpaid is of a fair and reasonable amount having regard to the prospective Service Charge ultimately payable by the Property Owner. 6 Variation of the Property Title 6.1 The Property Owner and the Company hereby agree that this deed takes effect in place of any deed or covenant made between the Property Owner (or his predecessors in title) and either or both of the Company and Aria relating to the provision of the Scheduled Services (including any deed of covenant contained In the First Transfer) and the Property Owner hereby releases the Company and Aria from all obligations and liabilities contained in any such deed of covenant to the extent that it is legally possible for the Property Owner to do so. 6.2 The Property Owner hereby consents to the Company applying for the registration of the following restriction upon the title to the Property: "No disposition of the registered estate by the proprietor of the registered estate (other than a charge), or by the proprietor of any registered charge, not being a charge registered before the entry of this restriction, is to be registered without a certificate signed by Columbus Point Management Company Limited care of Clarke Willmott LLP Solicitors 1Georges Square Bath Street BristolBS1 6BA" 6.3 The Company hereby covenants with the Property Owner that upon registration of the restriction in the form set out in clause 6.2 of this Deed it will apply to the Land Registry to cancel the existing Restriction in its favour. 4

5 6.4 The parties hereby agree that Aria may enforce clause 6.1 in its own right. IN WITNESS whereof the Property Owner and the Company have executed this deed Schedule 1 The Property ## Martinique Way Sovereign Harbour South, Eastbourne, East Sussex more particularly described In title number and in a transfer dated Schedule 2 Scheduled Services 7 The repair maintenance and keeping in a clean and tidy condition all parts of the Estate to include the maintenance of the Water Feature common access ways and areas bins stores visitors parking spaces and landscaped areas 8 Payment of all charges assessments and outgoings for rates insurance and any other services payable in respect of all parts of the Estate 9 Such other services as the Company shall in their reasonable discretion determine are required in connection with the general management of the Estate Dated: Signed as a Deed by in the presence of:- Executed as a Deed by ) COLUMBUS POINT MANAGEMENT ) COMPANY LIMITED Acting by Director Director 5