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Bolton NHS Foundation Trust ("BFT") intends to enter into an Option Agreement with Noviniti Dev Co 14 Ltd ("Noviniti") giving Noviniti the right to call for a Ground Lease in respect of land at Royal Bolton Hospital ("the Hospital") being the site of a proposed extension of the Hospital entrance incorporating improved and extended retail space with the provision of three retail units plus circulation space within the extended building plus additional retail space and internal refurbishment works within the existing Hospital building ("the Potential Development").
The Option Agreement will be for an initial period of 39 weeks (subject to extension). BFT has had valuation advice and will grant the Ground Lease (which will be for a term of 40 years subject to earlier break rights) ("the Ground Lease") at a premium which reflects market value as advised by independent valuation advice. IFM (the Trust’s wholly owned subsidiary company) is a party to the Option Agreement and will grant rights to Noviniti in the Ground Lease.
The Ground Lease does not contain any development obligations upon Noviniti and does not in itself permit Noviniti to undertake the Potential Development unless BFT elects to grant a Licence for Alterations to Noviniti authorising it to undertake the Potential Development.
The contractual arrangements are structured as a land contract within Schedule 2 paragraph 8 of the Procurement Act 2023 ("the Act") and underlying case law, and as such an "exempted contract" for the purposes of the Act and the Procurement Regulations 2024.
Whilst the Option Agreement and Ground Lease contain no provisions authorising the Potential Development, BFT contemplates the possibility that it may choose to enter into further contractual arrangements with Noviniti at a point in the future (subject to separate BFT authorisations) subject to terms being agreed between Noviniti and BFT. If terms are agreed, then BFT and IFM may authorise Noviniti to undertake the Potential Development via a Licence for Alterations. At that stage, Noviniti and BFT and IFM (together with other relevant third parties) would enter into an Agreement for Underleases leading to (inter alia) the construction of the Potential Development and the grant of underleases to relevant third parties and BFT of parts of the completed Potential Development.
In the event that BFT chooses not to enter into further documentation with Noviniti, then BFT will have a right to terminate the Ground Lease on the second anniversary of the date of the grant of the Ground Lease, provided that works to construct the Potential Development have not commenced. The Ground Lease is subject to a further break clause in favour of BFT on the 35th anniversary of the date of completion by Noviniti of the construction works constituting the Potential Development. Noviniti will also have the right to break the Ground Lease at the expiry of the first anniversary of the Ground Lease.
The arrangements between Noviniti and BFT include a cost underwrite by BFT of Noviniti's costs incurred in pursuing consents and design development capped in accordance with an agreed schedule. Those costs are not payable in circumstances where Noviniti and BFT enter into further documentation and Noviniti undertakes the Potential Development. In circumstances where Noviniti does not undertake the Potential Development, then the costs become payable by BFT and in return Noviniti is obliged to assign the benefit of all reports and surveys undertaken and reliance rights from the professionals engaged by Noviniti.
