LB Wandsworth - S106

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Examining Authority’s Second Written Roundof Questions and Requests for InformationResponse from Thames Water

LB Wandsworth - S106

Doc Ref: APP74.7

Folder 165January 2014

DCO-DT-APP-ZZZZZ-740700

Thames Tideway TunnelThames Water Utilities Limited

Application for Development ConsentApplication Reference Number: WWO10001


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Berwin Leighton Paisner LLP

Adelaide House London Bridge London EC4R 9HATel: +44 (0)20 3400 1000 Fax: +44 (0)20 3400 1111

DATED [●]

THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF WANDSWORTHas the Council

THAMES WATER UTILITIES LIMITEDas the Developer

AGREEMENT PURSUANT TO SECTION 106 OF THE TOWN AND COUNTRY

PLANNING ACT 1990 AND SECTION 111 OF THE LOCAL GOVERNMENT ACT 1972

in relation to the development at Putney Embankment Foreshore, Dormay Street, KingGeorge’s Park, Falconbrook Pumping Station, Kirtling Street and Heathwall Pumping Station


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(b) the Developer’s Successors to its Qualifying Interest in the Land as boundunder Clause 2 (Land Bound ) of this Agreement.

2 LAND BOUND2.1 Subject to Clause 4 (Conditionality ), Clause 13 (Release and Lapse ) and

Clause 7 (Legal Costs ):

(a) The planning obligations in Schedule 1, Part 1 (Employment and Skills ) ofthis Agreement bind the Existing TWUL Land;

(b) The planning obligations in Schedule 1, Part 2 (Public Realm ) and Schedule1, Part 3 (Maintenance of Public Realm ) and Schedule 3 (Public RealmMaintenance Plan ) of this Agreement bind the Existing TWUL Land SAVETHAT this excludes the Development Site at Dormay Street;

(c) The planning obligations in Schedule 1, Part 1 (Employment and Skills ) ofthis Agreement are intended to bind the DCO Land;

(d) The planning obligations in Schedule 1, Part 2 (Public Realm ) and Schedule1, Part 3 (Maintenance of Public Realm ) and Schedule 3 (Public RealmMaintenance Plan ) of this Agreement are intended to bind the Future TWULLand SAVE THAT this excludes the Development Site at Dormay Street; and

(e) In addition to the obligations set out in Clause 2.1(a), Clause 2.1(b)Clause 2.1(c) Clause 2.1(d) the planning obligations in Schedule 1, Part4 (Kirtling Street ) of this Agreement bind the Existing TWUL Land at theDevelopment Site at Kirtling Street, and are intended to bind the DCO Landat the Development Site at Kirtling Street;

Construction Phase

2.2 The Developer covenants with the Council not to Implement the Development unlessand until the Developer:

(a) enters into a deed (“Construction Phase Confirmatory Deed”) with (or infavour of) the Council for the purposes of ensuring that the DCO Land (orsuch parts of the DCO Land as has been defined by the Developer will formpart of the Land for the purposes of the Development) is bound by theplanning obligations set out in Schedule 1, Part 1 (Employment and Skills )of this Agreement and for the Development Site at Dormay Street theobligations set out in Schedule 1, Part 4 (Kirtling Street ) until the

Construction Phase Completion Date.

2.3 The Council agrees and acknowledges that it will enter into a further agreementanticipated by Clause 2.2(a) if and when requested to do so by the Developer.

Operation of the Development

2.4 The Developer shall notify the Council in writing of the intended Construction PhaseCompletion Date.

2.5 Where the Developer acquires part or all of the Permanent Works Land the Developercovenants to the Council that on or prior to the Construction Phase Completion Dateit will enter into a deed (“Operational Confirmatory Deed”) with (or in favour of)the Council for the purposes of ensuring that the Future TWUL Land will form part ofthe Land for the purposes of this Agreement) is bound by the obligations set out in in


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Schedule 1Part 2, Part 2 (Public Realm ) and Schedule 1, Part 3 (Maintenance ofPublic Realm ) and Schedule 3 (Public Realm Maintenance Plan ) of this Agreement (but not including the Development Site at Dormay Street).

2.6 The Council agrees and acknowledges that it will enter into a further agreementanticipated by Clause 2.4 if and when requested to do so by the Developer.

2.7 The Developer covenants to the Council that it shall not dispose of its QualifyingInterests in the DCO Land until it has entered into the Operational Confirmatory Deedin accordance with Clause 2.5 of this Agreement.]

3 INTERPRETATION3.1 In this Agreement unless the context otherwise requires the following terms

(arranged in alphabetical order) shall have the following meanings:

“1990 Act” means the Town and Country Planning Act 1990 (as amended);

“2008 Act” means the Planning Act 2008 (as amended);

“ Application” means the application for development consent made pursuant to the2008 Act submitted by or on behalf of the Developer to the Secretary of State towhich the Secretary of State has allocated reference number WW010001;

“Council” means the London Borough of Wandsworth;

“Construction Phase” means the period from Implementation of the Developmentuntil the Construction Phase Completion Date;

“Construction Phase Confirmatory Deed” means a Deed substantially in the formof that set out at Appendix 2;

“Construction Phase Completion Date” means the date at which the Developerceases to have a Qualifying Interest in the DCO Land subject to the requirements in Article 34 of the DCO;

“Contractor” means for the purposes of this Agreement the contractor orcontractors appointed to carry out the works comprising the Development at theDevelopment Sites located at Putney Bridge Foreshore, Dormay Street, King George’sPark, Falconbrook Pumping Station, Kirtling Street and Heathwall Pumping Station;

“Council EDO” means the Economic Development Officer for the Council, or suchother officer of the Council authorised by carry out the duties of the Economic

Development Officer;

“DCO” means the order granting development consent for the Development to bemade under the 2008 Act pursuant to the Application;

“DCO Land” means the land shown hatched and edged in black on the Site andConstruction Phase Plans and described in Schedule 4, Part 2 (DCO Land );

“Developer” means Thames Water Utilities Limited and any Successors andstatutory assignees;

“Development” means the development and associated development described in

Part 1 of Schedule 1 to the DCO and any other development authorised by the DCOwhich is development within the meaning of Section 32 of the 2008 Act;


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“Development Boroughs” means each of London Borough of Ealing, LondonBorough of Hammersmith and Fulham, London Borough of Wandsworth, LondonBorough of Lambeth, City of London Corporation, City of Westminster, RoyalBorough of Kensington and Chelsea, London Borough of Newham, London Boroughof Greenwich, London Borough of Lewisham, London Borough of Southwark, LondonBorough of Tower Hamlets, and London Borough of Richmond-upon-Thames;

“Development Sites” means each of the worksites at Acton Storm Tanks,Hammersmith Pumping Station, Barn Elms, Putney Embankment Foreshore, DormayStreet, King George’s Park, Carnwarth Road Riverside, Falconbrook Pumping Station,Cremorne Wharf Depot, Chelsea Embankment Foreshore, Kirtling Street, HeathwallPumping Station, Albert Embankment Foreshore, Victoria Embankment Foreshore,Blackfriars Bridge Foreshore, Shad Thames Pumping Station, Chambers Wharf, EarlPumping Station, Deptford Church Street, Greenwich Pumping Station, King EdwardMemorial Park Foreshore, Bekesbourne Street, Abbey Mills Pumping Station, andBeckton Sewage Treatment Plant;

“Existing TWUL Land” means the land shown coloured hatched and edged red on

the Ownership Plan and described in Schedule 4, Part 1 (Existing TWUL Land );

“Future TWUL Land” means such part of the Permanent Acquisition Land as shownshaded dark grey and edged in red on the Site and Operational Plans and describedin Schedule 4Part 3, Part 3 (Future TWUL Land );

“GLA” means the Greater London Authority;

“Implementation” means commencement of development pursuant to the DCO bythe carrying out of a “material operation” (as defined in section 56(4) of the 1990 Act) save that for the purposes of this Agreement the term shall not include works ofdemolition, surveys, site clearance, works of archaeological or ground investigation orremediation (and in this Agreement “Implement” and “Implemented” shall beconstrued accordingly);

[“Index” means1:

(for RPI): in the case of the obligations in Schedule 1 (Developer’s Covenants )paragraphs [●] the Retail Prices Index (All Items Index) published by the Office ofNational Statistics;

(for BCIS): in the case of the obligations in Schedule 1 (Developer’s Covenants )paragraphs [●] the Building Cost Information Service National All-In Tender PriceIndex [multiplied by the regional factor for [●]];

(for CEPF): in the case of the obligations in Schedule 1 (Developer’s Covenants )paragraphs [●] the Civil Engineering Prices Formulae;

(for CRCI): in the case of the obligations in Schedule 1 (Developer’s Covenants )paragraphs [●] the Combined Resource Cost Index of Road Construction;

or during any period when no such indices exist the index which replaces it or is thenearest equivalent to it;]

“Land” means the land described in Clause 2 (Land Bound ) of this Agreement;2

1

Note: We will need to consider the appropriate index to apply to contributions.


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“Local Labour Report” means a written monitoring report (based on averagesover the [3][6] months preceding the date of the report) to include the following:

(a) the percentage of those recruited, employed, engaged and/or hired underthe Contractor’s construction package who are living within the DevelopmentBoroughs;

(b) the percentage of those recruited, employed, engaged and/or hired underthe Contractor’s construction package and are working at a Main TunnelDrive Site who are living within the Borough in which the Main Tunnel DriveSite is located;

(c) the percentage of those recruited, employed, engaged and/or hired underthe Contractor’s construction package who are living within the DevelopmentBoroughs;

(d) the number of apprentices (of minimum 6-month duration) employed as partof the Contractor’s construction package (and a cumulative total of all

apprentices who have been employed); and;

(e) any associated information to inform the relative numbers and percentagesbeing reported to demonstrate that the Contractor (and its sub-contractors)are complying with its obligations for local employment and skills as requiredby the Developer

(f) rates of staff turnover and conversion rates of apprentices into ongoingemployment by the Contractor;

(g) monitoring information in relation to the Contractor’s workforce(age/ethnicity/residence/disabilities/previous employment) save thatemployees would only be expected to provide such details on a voluntarybasis;

(h) an assessment on their future employee requirements; and(i) such information relating to the procurement of local goods and services as

agreed in writing with the Developer to inform the Summary Local Labourand Services Report;

“Local Procurement Plan” means [●];

“Main Tunnel” means Works Nos. 1a to 1d as described in Schedule 1 to the DCO;

“Main Tunnel Drive Sites” means the worksites at Carnwarth Road Riverside,Kirtling Street, Chambers Wharf and Greenwich Pumping Station;

“Operational Confirmatory Deed” means a Deed substantially in the form of thatset out at Appendix 3;

“Permanent Acquisition Land” means that part of the DCO Land which is definedfor permanent acquisition in the DCO;

2 Note: See our comments at footnote 1. How we define the “Land” (i.e. the land to be bound by the planning

obligations) will depend on the circumstances pertaining to the particular site(s) to which the agreement relates.


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3.2 References in this Agreement to the “Developer” shall include its Successors and itsrespective successors in respect of its Qualifying Interest in the Land and its assigns.

3.3 References to “Work Nos” or to a “Work No” are references to the works forming partof the Development described in Schedule 1 to the DCO;

3.4 References in this Agreement to the “Council” shall include any successor to itsfunctions as local planning authority.

3.5 References in this Agreement to any statutes or statutory instruments include anystatute or statutory instrument amending, consolidating or replacing themrespectively from time to time in force and references to a statute include statutoryinstruments and regulations made pursuant to it.

3.6 The clause headings in this Agreement are for convenience only and do not form partof the Agreement.

3.7 References to clauses paragraphs schedules or recitals shall (unless the contextotherwise requires) be references to clauses paragraphs and schedules or recitals inthis Agreement.

3.8 References to the singular shall include the plural and vice versa.4 CONDITIONALITY

The obligations in this Agreement (save for the covenant in Clause 7 (Legal Costs ))are unless otherwise specified conditional upon:

4.1 the grant of the DCO; and4.2 Implementation of the DCO by the Developer or a person authorised by it.5 DEVELOPER’S COVENANTS

The Developer COVENANTS with the Council that it will observe and perform thecovenants on its part contained in Schedule 1 (Developer’s Covenants ).

6 COUNCIL’S COVENANTSThe Council COVENANTS with the Developer that it will observe and perform thecovenants on its part contained in Schedule 2 (Council’s Covenants ).

7 LEGAL COSTSThe Developer COVENANTS with the Council that it will no later than the date ofthis Agreement pay [£[●] towards] the Council’s reasonable legal costs and, inaddition, VAT thereon (except for VAT for which the Council is entitled to credit orrepayment from HMRC) in connection with the preparation and completion of this Agreement.

8 INDEXATION OF FINANCIAL CONTRIBUTIONSWhere any financial contribution in this Agreement is to be “Indexed” then theamount of the contribution after application of the Index shall be calculated accordingto the formula:

Amount after indexation = A x B/C


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Where:-

A = the amount to be varied;

B = the Index at the date at which the amount is due to be paid; and

C = the Index [at the date of this Agreement3].

9 INTEREST ON LATE PAYMENTS Any payment due from the Developer under this Agreement which is not paid on thedue date shall be payable with interest calculated at the rate of 2% above the baselending rate from time to time of Barclays Bank plc.

10 VAT10.1 All consideration set out in this Agreement is exclusive of VAT.10.2 If VAT is, or becomes, properly chargeable on any supply made pursuant to this Agreement, the recipient of that supply shall pay to the supplier an amount equal to

such VAT in addition to the consideration for that supply, against receipt of a valid VAT invoice. The recipient of any such supply shall pay to the supplier an amountequal to any VAT which is chargeable in respect of the supply in question on the laterof:

(a) the day on which the consideration for the supply is paid or given; and(b) production of a proper VAT invoice.

10.3 Where a person (the “payer”) has paid an amount to any other person (the “payee”) on the basis that the payee was entitled to that amount under Clause 10.2above, but the payee was not properly entitled to the whole or part of that amountunder that Clause, then:

(a) if the payee has not accounted for such amount (or such part thereof) toHMRC, the payee shall forthwith repay such amount (or such part thereof) tothe payer and issue an appropriate credit note to the payer; or

(b) if the payee has accounted for such amount (or such part thereof) to HMRC,the payee shall, if, when and to the extent that it receives repayment orcredit for such amount from HMRC, repay such amount (or such partthereof) to the payer and issue an appropriate credit note to the payer.

11 COMMUNITY INFRASTRUCTURE LEVYIf after the date of this Agreement there shall be enacted any “tax” related to thegrant of the DCO (whether the community infrastructure levy or otherwise) and theterms of such tax mean that any obligations under this Agreement or under anyrequirement attached to the DCO change or that the Developer must pay a sum toany person (whether HM Government or to the Council or otherwise) which wouldduplicate, add to or overlap with any obligation of a party under this Agreement thenthe parties agree that the terms of this Agreement may at the election of the party

3 Note: Where Agreements can only be settled in draft (subject to a contractual commitment) the indexation start

date would be the date of the contractual commitment.


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affected be modified to such extent (if any) as is necessary to provide terms whichare financially and practically no less advantageous and no more onerous than theterms of this Agreement as at the date that they are entered into.

12 METHOD OF PAYMENTSThe Developer will pay [list all relevant costs] by way of BACs transfer into[Council to confirm account] or such other account as the Council shall nominate.

13 RELEASE AND LAPSE13.1 Subject to Clause 13.6 the parties agree that the Developer shall not be liable for a

breach of any of its obligations under this Agreement or obligations relating to anypart of the Land after it has parted with all of its interests in the Land (includingQualifying Interests) or the part in respect of which the breach arises (as the casemay be) save in either case for antecedent breaches.

13.2 It is further agreed that this Agreement shall lapse and be of no further effect if:(a) the DCO lapses without having been Implemented; or(b) the DCO is amended or repealed otherwise than with the consent of the

Developer; or

(c) the DCO is quashed following a successful legal challenge (in which case anymoney paid to the Council pursuant to an obligation in this Agreement shallbe returned to the Developer).

13.3 Nothing in this Agreement shall prohibit or limit the right to develop any part of theLand in accordance with a planning permission or development consent (other thanthe DCO) granted (whether or not on appeal) after the date of this Agreement.

13.4 Any obligation under the terms of this Agreement which is expressed to be bindingon a particular area of land shall be binding on the Developer’s Successors but onlyinsofar as they are Successors to that area of land or relevant part of it and on thebasis that such Successors benefit from Clause 13.1 in (mutatis mutandis ) the sameway as the Developer.

13.5 No Successor to the Developer shall be liable for any breach of any obligation whichoccurs in relation to any area of the Land which that Successor does not own orcontrol or which is carried out by any person other than that Successor.

13.6 Where upon the transfers by the Developer of its powers under the DCO to aSuccessor pursuant to Article 9 of the DCO the Developer retains a QualifyingInterest, the parties agree that the Developer shall only be released from itsobligations under this Agreement upon the Successor entering into a planningagreement pursuant to section 106 of the Act whereby the Successor covenants toobserve and perform the obligations in this Agreement.

13.7 Upon the performance discharge or other fulfilment of the covenant obligations (orany of them) of the Developer, any Successor, or the Council under the terms of this Agreement such covenant obligation or obligations shall absolutely cease anddetermine save in respect of any antecedent breach.


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13.8 Upon the Construction Phase Completion Date the Developer shall cease to be liableto comply with any of its obligations under this [Part X of Schedule 1] 4and shall fromthat date cease to be liable for any breach of the same save for any antecedentbreach relating to these obligations.

14 LOCAL LAND CHARGE14.1 This Agreement is a local land charge and shall be registered as such by the Council.14.2 Upon the satisfaction of the terms of this Agreement the Council shall at the request

of the Developer procure that all entries in the register of local land charges relatingto them shall be removed or marked as discharged as soon as is reasonablypracticable.

14.3 The Council agrees that (subject to it first being paid a reasonable administration feenot exceeding £50) it will confirm in writing the extent of the obligations which theDeveloper has discharged at the date of the request as soon as is reasonablypracticable after receipt of a written request from the Developer or a person on its

behalf.

15 NOTICES15.1 Any notices required to be served by one party on another under this Agreement

shall be served by first class prepaid recorded delivery post or by hand (providingproof of delivery is always obtained) in the following manner:

(a) on the Council at the address shown above marked “For the attention of[●]”; and

(b) on the Developer at the address shown above marked “For the attention of[●]” [and bearing reference “[●]”];

save that any of the parties may by written notice notify the other parties of analternative address and/or reference for the service of subsequent written notices inwhich case those details shall be substituted for the details in Clause 15.1(a) toClause 15.1(b) above.

15.2 Any such notice shall be deemed to have been received as follows:(a) If delivered by hand, upon delivery on all relevant addresses;(b) If sent by first class post, on the second Working Day after the date of

posting.

16 NO FETTER ON DISCRETIONNothing in this Agreement shall be taken to be or shall operate so as to fetter orprejudice the statutory rights powers discretions and responsibilities of the Council,Developer, the PLA or the GLA.

4

Note: These will be the construction only obligations.


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opportunity to make counter submissions within a further fifteen Working Days inrespect of any such submission and material and the expert's decision shall be givenin writing within twenty Working Days from receipt of any counter submissions or inthe event that there are no counter submissions within twenty-one Working Days ofreceipt of the written submissions and supporting material with reasons and in theabsence of manifest material error the expert's decision shall be final and binding on

the said parties.

20.6 The expert may award the costs of the dispute resolution in such proportions as hesee fit but in the absence of an express award to this effect the costs of the disputeresolution shall be borne by the parties to the dispute in equal shares.

21 JURISDICTIONThis Agreement is governed by and interpreted in accordance with English law andthe parties agree to submit to the exclusive jurisdiction of the English courts.

22 COUNTERPARTSThis Agreement may be executed in any number of counterparts, each of which is anoriginal and all of which together evidence the same agreement.

This Deed has been executed as a deed and delivered on the date stated at thebeginning of this Deed.


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Schedule 1Developer’s Covenants

Part 1

Employment and Skills

Unless the Council agrees otherwise in writing with the Developer and provided always that theDeveloper (and its agents employees contractors and sub-contractors) shall not be required todo or refrain from doing anything that would result in anti-competitive business practices oranything which is not in accordance with any law rule or regulation (whether domestic orotherwise) during the Construction Phase and for the purposes of the Development theDeveloper covenants with the Council:

1 Local Labour(a) That the Developer shall require its contractors and their sub-contractors to use

reasonable endeavours to:

(i) achieve a target of at least 20% of employees working at the Main TunnelDrive Sites who live within the Borough in which the Main Tunnel Drive Sitesare located;

(ii) achieve a cumulative target of 25% of employees who live within theDevelopment Boroughs across the Development Sites;

(iii) achieve a target of at least 30% of employees working in relation to rivertransport who live within Greater London, Kent, or Essex (or any or all ofthose Counties); and

(iv) ensure the employment of at least one apprentice for every 50 employeesacross the duration of the construction contracts for the Development, withsuch arrangements being based on the following:

(a) Specify the breakdown of new and existing apprentices resulting from theDevelopment, with regards to the target set out in paragraph 1(a)(ii) above;

(b) Where appropriate, and with agreement with the Council EDO, incorporatealternative new entrant routes for local people within the Employment andSkills Plan; and

(c) Work with the Council as the principal agency and engage with the CouncilEDO accordingly.

(b) That the Developer shall provide the Council with a Summary Labour and ServicesReport every 6 (six) months or such longer time period as agreed in writing betweenthe Developer and the Council;

2 Skills Planning Group(a) That the Developer shall require the Contractor to:

(i) Prior to Implementation establish a Skills Planning Group, to be maintainedthroughout the Construction Phase of the Development, whose purpose is to

identify future training and new entrant requirements, and potential employerinterventions, and which is to comprise a chair who is a senior member of the


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Developer’s project executive management team, and involve as needed atthe Developer’s discretion:

(A) other representatives of the Developer;(B) representatives from the Developer’s contractors;(C) representatives from Further Education (FE) colleges and(D) representatives from other training organisers (including but not

limited to the Tunnelling and Underground Construction Academy(TUCA) and the National Construction College); and

(E) may also seek assistance from other delivery and funding agenciessuch as Construction Skills-CITB and the Skills Funding Agency;

3 Contractor obligations(a) That the Developer shall require its Contractor to:

(i) participate in the Skills Planning Group;(ii) within 3 months of being appointed by the Developer to submit and obtain

approval by the EDO and with the London Borough of Richmond upon Thamesand the London Borough of Lambeth) of an Employment and Skills Plan whichwill:

(A) have regard to similar plans promoted by Construction Skills-CITBand/or National Skills Academy for Construction;

(B) will set out a schedule of a range of opportunities and activities overthe Construction Phase including various new entrant opportunitieswhich should include (but not be limited to) apprenticeships andtraineeships;

(C) include an agreed method statement based on working with theCouncil EDO and other local partners (included but not limited toJobcentre Plus, Work Programme, South Thames College and anyother community based organisations as necessary) setting out howthe provisions of the Employment and Skills Plan are to be achieved(to include as far as is reasonably practicable preferred access tolocal job-ready candidates sourced through local job-brokeragechannels)

(D) forecast and report to the Council EDO on the contractor’sProcurement Tracker and provide an initial forecast of employeerequirements in relation to its contract package;

(iii) provide the Council with the Local Labour Report in relation to its contractpackage every 3 [three] months (or at such other intervals as may be agreedbetween the contractor and Council), and deliver a copy to the Developer;

(iv) provide details of all job vacancies in relation to their proposed work on theDevelopment and to share vacancies with the Council's EDO and the relevantsection in the Department of Work and Pensions;


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Part 2Public Realm

Restart Numbering Applied

1

Status of Sites

(a) Following completion of the works at each of the Development Sites of Putney BridgeForeshore, King George’s Park, Carnwath Road Riverside, Falconbrook PumpingStation, Kirtling Street, and Heathwall Pumping Station, and completion of the layingout of the landscaping on the Land the Developer shall serve a notice on the Councilidentifying the area of the Land to be made available for public use in accordancewith the provisions of this Schedule 1, Part 2 (Public Realm ) (the “Public Realm”).5

(b) Following the service of the Developer’s notice pursuant to paragraph 1(a) theDeveloper shall on a permissive basis only permit access to members of the publicover the Public Realm subject to the General Access Conditions set out inparagraph 2 (General Access Conditions ).

(c) No part of the Public Realm shall be dedicated as public rights of way.2 General Access Conditions(a) The Developer may suspend access to all or any part of the Public Realm on the

occurrence of any of the circumstances described in paragraph 2(a)(i) toparagraph 2(a)(viii) in accordance with the provisions set out at paragraph 2(b):

(i) where in the reasonable opinion of the Developer it is necessary to enablemaintenance, repair or renewal of the whole or any part or parts of theDevelopment;

(ii) where in the reasonable opinion of the Developer it is necessary to enable thedevelopment, renewal, redevelopment, modification or demolition of thewhole or any part or parts of the Development;

(iii) where in the reasonable opinion of the Developer the manner or nature of useof the Public Realm by the public represents:

(A) a threat to the operational integrity or security of the Developmentor its ability to meet its duties as a statutory sewerage and waterundertaker or an unacceptable risk to the health and safety ofindividuals within those areas; or

(B) a nuisance that is causing the Developer to alter the way it maintainsthe Development as a result of the nature or manner of the use ofthe Public Realm;

(iv) where in the reasonable opinion of the Developer there would be a risk to thehealth and safety of the general public using or intending to use the PublicRealm;

5 BLP Note: A definition for Public Ream to be added to the main agreement stating: “That part of the Land which

the Developer identifies for public use subject to the provisions of Clause []”].


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(v) where in the reasonable opinion of the Developer, it is necessary to protectecological features or to protect or maintain flood defences or for thepurposes of navigation and for the avoidance of doubt if the Developer isrequired by any competent authority (including but not limited to NaturalEngland, the Environment Agency, the Marine Management Organisation andthe Port of London Authority) to suspend access then the opinion of the

Developer shall be deemed reasonable;

(vi) where in the reasonable opinion of the Developer it is necessary in order toprotect the Developer’s property or the property of a third party;

(vii) where in the reasonable opinion of the Developer it is necessary in order toundertake essential maintenance, repair, cleaning or renewal and resurfacingworks on the relevant Development Site;

(viii) for one day per year to assert rights of proprietorship preventing public rightsfrom coming into being by means of prescription or other process of law.

(b) Subject to paragraph 2(c) and paragraph 2(d) where the Developer intends tosuspend access to the Public Realm for any of the reasons listed in paragraph 2(a)the following provisions shall apply:

(i) The Developer shall use reasonable endeavours to provide notice of thesuspension of access to the Public Realm (and where suspension applies topart only of the Public Realm such notice to include identification of that part)to the Council seven Working Days in advance of the first day of suspension orin the case of urgency as soon as practicable thereafter specifying:

(A) why access is being suspended by reference to the reasons set outat paragraph 2(a); and

(B) the expected duration of the suspension and date of reopening.(ii) The Developer shall use all reasonable endeavours to post notice of the

suspension of access at the entrance and exit to the suspended area of PublicRealm seven (7) Working Days in advance of the first day on which access willbe suspended or in the case of urgency as soon as practicable thereafterspecifying the details set out in paragraph 2(b)(i)(A) and paragraph 2(b)(i)(B)and shall maintain those notices for the duration of the suspension of accessto the Public Realm.

(c) Where access to the Public Realm or any part of it is suspended for any reason setout in paragraph 2(a) the Developer shall re-open the Public Realm or the relevant

part of it as soon as it is reasonably safe and practicable to do so following theresolution of the issue and/or works identified in the Developer’s notice servedpursuant to paragraph 2(b)(i) and shall serve notice of the same on the Council.

(d) If a Public Realm is closed to the public for more than [100] days or 10 occasionsduring a period of 1 year and the Council so requests in writing the Developer shall:

(i) within 30 days (or such other period as may be agreed) of a request pursuantto this paragraph 2(d) submit a feasibility study to the Council reportingoptions that may secure public access to the Public Realm on a moreconsistent basis and avoiding the need for such frequent suspension of publicaccess;


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(ii) within 14 days (or such other period as may be agreed) of the receipt of thefeasibility study by the Council hold a meeting with them in order to discussthe options set out in the feasibility study;

(iii) within 6 weeks (or such other period as may be agreed) of the meetingreferred to at paragraph 2(d)(ii) the actions identified at the meeting shall be

undertaken.


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Part 3Maintenance of Public Realm


1

Maintenance of the Public Realm

(a) Prior to completion of the Development on the Land the Developer will submit to theCouncil a strategy for the ongoing maintenance and care of the Public Realm inaccordance with the requirements in [Schedule 1, Part 2 (Public Realm )] [Schedule3 ] (“PR Maintenance Plan”)

(b) The Developer shall ensure that the Public Realm is maintained to the standardagreed in the PR Maintenance Plan.6

(c) The Developer may delegate its responsibilities for the PR Maintenance Plan to a thirdparty (the identity of which shall be notified in writing to the Council) SAVE THAT theDeveloper shall remain liable for ensuring that the Public Realm is maintained to thestandard agreed in the PR Maintenance Plan.

(d) The Developer acknowledges that the that the Council may at any time serve writtennotice on the Developer requiring it to delegate the responsibilities for the PRMaintenance Plan to the Council subject to an agreement to be entered into betweenthe Developer and the Council (“Delegation Agreement”).

(e) Upon receipt of the notice from the Council under paragraph 1(d) the Parties shalluse reasonable endeavours to agree the Delegation Agreement which may include forthe following terms:7

(i) Provisions for termination of any existing arrangements or contract relating tothe delegation of the Developer’s responsibilities for the PR Maintenance Plan;

(ii) Such financial arrangements generally as may be agreed (including thepayment by the Developer of the Council’s reasonable and proper legal costsrelating to the preparation and completion of the Delegation Agreement);

(iii) Specific obligations upon the Council to maintain in accordance with the PRMaintenance Plan and otherwise to protect the interests of the Developer; and

(iv) Provisions for the Council to release the Developer in respect of its obligationspursuant to paragraph 1(b) and paragraph 1(c) of this Schedule 1, Part3 (Maintenance of Public Realm ).

6 BLP Note: The obligations currently do not contain any time periods or limits.

7 BLP Note: This is drafted on the assumption that it may not be possible to agree detailed terms with theCouncil at this stage. Should this be possible, this section can be expanded and made more specific. Included inthat could be more detail on the mechanism for payments, the need for the Council to enter into a deed ofvariation to the section 106 Agreement stating that i t will not enforce the maintenance obligations against the

Developer for as long as the maintenance is delegated to the Council.


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Part 4Kirtling Street

(a) [The part of Kirtling Street that is included in the work site to be returnedin an agreed condition and its subsequent maintenance (with LBW wanting

confirmation of dates when this will happen and the period of agreedmaintenance cover)

(b) Tree planting as indicated on plans]


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Schedule 2Council’s Covenants

The Council covenants with the Developer [and (as a separate covenant) with [●]] asfollows:


1 Acting ReasonablyIt will at all times act reasonably and in particular (without prejudice to generality)where any approval or expression of satisfaction is required by this Agreement it willnot be unreasonably withheld or delayed.

2 [Contributions]8 The Council covenants with the Developer:

(a) not to use the Contributions and any interest received thereon other than as set outbelow;

(b) in respect of the [●] Contribution not to use this contribution other than for [set outthe purpose for which the contribution is paid ] :

(i) [Complete in respect of all of the Contributions];3 Employment and Skills

In liaising with the Developer under Part 1 of Schedule 1 of this Agreement, theCouncil EDO shall at all times act reasonably and ensure engagement with the

relevant job centre, colleges, community-based organisations and any other localpartners as appropriate.

8

Note: Include if relevant.


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Schedule 3Public Realm Maintenance Plan


1

Preparation

The Parties acknowledge that the specific contents of this Schedule will need to beadapted to suit the specific circumstances of the Public Realm in the individualDevelopment Sites as identified in paragraph 1 (Status of Sites ) of Schedule 1, Part2 (Public Realm ).

2 Definitions “Building Elements” means such structures which are located within the PublicRealm and where agreed that they are included within the scope of the PRMaintenance Plan, and including electrical and control kiosks, other amenity kiosks,undercroft areas, boundary walls, stone flood defence parapet walls, permanent sitehoardings

“Ecological Elements” means dedicated areas for nesting birds within the PublicRealm, including constructed bird houses and bat boxes

“Lighting Elements” to include lampstands, wall or surface mounted lamps locatedwithin the Public Realm

“Paving Elements” means such hard surfacing forming pathways, steps or otherpublically accessible areas within the Public Realm and comprising individual pavingunits, resin bound surfaces, or timber decking

“Perimeter Fencing” means such fencing or enclosures surrounding the PublicRealm or parts of the Public Realm and including gates and gateways, railings andbalustrades

“Play Areas” mean dedicated areas within the Public Realm for use by children andincluding permanently installed play equipment, and areas within the Public Realmcontaining outdoor gym equipment

“regular” for the purposes of this Schedule means at such seasonal or periodicintervals as are required in relation to the specific operation

“routine” for the purposes of this Schedule means as often as reasonably necessary

and may be as often as daily or weekly

“Street Furniture” to include benches or other forms of seating, litter bins, birdbaths, bollards, metal pergolas located within the Public Realm

“ Ventilation Columns” means the ventilation structures forming part of theDevelopment located within the Public Realm

“Water Features” includes freestanding fountains and other ornamental waterfeatures within the Public Realm

3 General routine maintenance and cleaning(a) To maintain in a safe sound and clean condition at all times:


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(i) All Paving Elements, including:(A) Routine cleaning (sweeping and/or jet wash cleaning as

appropriate), removal of litter and gum removal;

(B) Routine surface cleaning and clearance of associated drainagechannels and gullies;

(C) Regular leaf clearance;(D) Surface clearance of snow from pathways and application of surface

gritting

(ii) All Street Furniture, including:(A) Routine cleaning (including checking and cleaning of fixings),

removal of bird faeces, sanding of splinters caused by vandalismdamage or wear and tear, removal of graffiti;

(B) Regular deep cleaning with water jets and detergent;(iii) All Plays Areas, including:

(A) Routine cleaning (including checking play equipment for safety),removal of dangerous objects, removal of litter, removal of birdfaeces, sanding of splinters caused by vandalism damage or wearand tear, removal of graffiti;

(B) Routine checking of play surfaces and regular sweeping;(C) Routine checking of perimeter fencing and removal of litter;

(iv) All Water Features, including:(A) Routine cleaning (including checking for safety hazards;(B) Maintaining such marginal plantings as considered appropriate for an

attractive and balanced habitat;

(C) Routine checking of pumps and nozzles to ensure they are operatingcorrectly;

(v) All Building Elements, including:(A) Routine cleaning of surfaces and removal of graffiti from areas

accessible by the public;

(B) Regular cleaning with water jets from ground level;(C) All Perimeter Fencing, including:(D) Routine removal of litter, relevant surface cleaning and removal of

graffiti;

(vi) All Ventilation Columns, including:


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(A) Routine cleaning of surfaces and removal of graffiti from areasaccessible by the public;

4 Landscaping maintenance and reinstatement(a) To maintain the planted and landscaped areas of the Public Realm in good condition

at all times, including:

Planted terraces, ornamental shrubbery beds and ornamental hedges.Raised and in-ground planters, planted pergolas

(i) Routine inspection and clearing of weeds, non-required and litter;(ii) Routine pruning to maintain groups of planting within the original scheme

layout;

(iii) Pruning of ornamental hedges no less than 2 times per year or after flowering;Herbaceous perennial planted areas, SUDS features, green screens, groundcover, green roofs

(iv) Routine inspection and clearing of weeds, non-required seedlings and litter;(v) Regular pruning to maintain groups of planting within the original scheme

layout, and where relevant lift and divide overcrowded plants and replant tofill gaps;

(vi) Regular forking and digging over of soil to incorporate organic matter and toapply slow release fertilisers;

(vii) Regular clearance of leaves and die-back materials;Bulb features

(viii) Application of selective weedkiller for the purposes of weed control to beapplied only after vegetative stems have been allowed to die back after theflowering season;

(ix) Once bulbs have died back, cutting and removal of stems and application ofslow release fertiliser;

Inter-tidal planting

(x) Routine pruning and thinning of planting;(xi) Routine weeding and removal of litter and clearance of drains;Trees (including new and existing trees, street trees, ornamental or featuretrees

(xii) Regular removal of litter from within tree canopies;(xiii) Regular lifting and cleaning of tree grilles, securing of guards and adjusting

tree ties and/or guys;

(xiv) Routine weeding and removal of debris from around the base of trees andtree pits;


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(c) To annually clean filters relating to pumps for water features;(d) To annually drain relevant water features and clean the surfaces and leave sealed an

inoperative for the winter period;

(e) To visit and inspect stairlifts on monthly basis, and carry out an annual maintenanceservice;

[Not included in this schedule: surveys, brown roofs, public toilets, bandstands,replacement of M&E components to water features, specified replacement of streetfurniture; any references to maintenance of carriageways or public highway]


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EXECUTION PAGE

Executed as a deed by THE MAYOR ANDBURGESSES OF THE LONDON

BOROUGH OF WANDSWORTH byaffixing its common seal in the presence of[Name of authorised signatory]:

))

)

[Common seal]

Authorised Signatory

Executed as a deed by THAMES WATERUTILITIES LIMITED by the affixing of itsCommon Seal in the presence of:

))

)

[Common seal]

Authorised Signatory


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Appendix 1Plans

Overall Site Plan (Parts 1 to 4) - Plans showing Main Tunnel and sites forinformation purposes only;

Ownership Plans – plans showing the extent of the Development Sites at PutneyBridge Foreshore, Dormay Street, King George’s Park, Falconbrook Pumping Station,Kirtling Street and Heathwall Pumping Station and the Existing TWUL Land

Site and Construction Plans – plan showing extent of the Development Sites atPutney Bridge Foreshore, Dormay Street, King George’s Park, Falconbrook PumpingStation, Kirtling Street and Heathwall Pumping Station and the DCO Land.

Site and Operational Land Plan – plan showing extent of the Development Sites atPutney Bridge Foreshore, Dormay Street, King George’s Park, Falconbrook PumpingStation, Kirtling Street and Heathwall Pumping Station and the Future TWUL Land

[Other plans]


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M a i n t u n n e l

M a i n t u n n e l

F r o g m o r e

C o n n e c t i o n

T u n n e l

S e c t i o n 1 0 6 A g r e e m e n t

P r o j e c t w i d e

K e y


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K i r t l i n g S t r e

e t

C h a m b e r s W h a r f

B l a c k f r i a r s

B r i d g e F o r e s h

o r e

A l b e r t

E m b a n k m e n t

F o r e s h o r e

C h e l s e a

E m b a n k m e n t

F o r e s h o r e

V i c t o r i a

E m b a n k m e n t

F o r e s h o r e

H e a t h w a l l

P u m p i n g

S t a t i o n

S h a d T h a m e s

P u m p i n g S t a t i o n

M a i n t u n n e l

G r e e n w i c h

c o n n e c t i o n

t u n n e l

M a i n t u n n e l

S O U T H W A R K

L A M B E T H

C I T Y O F W E S T M I N S T E R

C A M D E N

W A N D S W O R T H

T O W E R H A

M L E T S

C I T Y O F L O N D O N

I S

L I N G T O N

K E N S I N G T O N & C H E L S E A

H A C K N E Y

5 0 0

0

5 0 0

2 5 0

m

L o c a t i o n

D o c u m e n t I n f o r m a t i o n


1 P L 0 4 - P N - 0 0 1 7 7

D e c e m b e r 2 0 1 3

S c a l e 1 : 2 5 , 0 0 0 a t A 3

K e y p l a n :

M a p p i n g r e p r o d u c e d b y p e r m i s s i o n o f O r d n a n c e

S u r v e y o n b e h a l f o f H M S O . © C r o w n C o p y r i g h t a n d

D a t a b a s e r i g h t 2 0 1 3 . A l l r i g h t s r e s e r v e d . O r d n a n c e

S u r v e y l i c e n c e n u m b e r 1 0 0 0 1 9 3 4 5

© T h a m e s W a t e r U t i l i t i e s L t d 2 0 1 3


O v e r v i e w S i t e P l a n

P a r t 2 o f 4

K e y

O r d e r L i m i t s

L o c a l A u t h o r i t y B o u n d a r y


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C h a m b e r s W h a r f

A b b e y M i l l s


G r e e n w i c h


K i n g E d w a r d

M e m o r i a l P a r k

F o r e s h o r e

D e p t f o r d

C h u r c h S t r e e t

E a r l P u m p i n g

S t a t i o n

S h a d T h a m e s


B e k e s b o u r n e S t r e e t

M a i n

t u n n e

l

G r e e n w i c h

c o n n e c t i o n

t u n n e l

T O W E R H A M L E T S

N E W H A M

S O U T H W A R K

G R E E N W I C H

L E W I S H A M

H A C K N E Y

C I T Y O F L O N D O N

I S L I N G T O N

5 0 0

0

5 0 0

2 5 0

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 1 7 8

D e c e m b e r 2 0 1 3

S c a l e 1 : 2 5 , 0 0 0 a t A 3

K e y p l a n :







O v e r v i e w S i t e P l a n

P a r t 3 o f 4

K e y

O r d e r L i m i t s



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W A N D S W O

R T H

H A M M E R S M I T H & F U L H A M

3 0

0

3 0

1 5

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 0 7

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 5 0 0 a t A 3

K e y p l a n :






P u t n e y E m b a n k m e n t F o r e s h o r e

L o n d o n B o r o u g h o f W a n d s w o r t h

O w n e r s h i p P l a n

K e y


L i m i t s o f L a n d

t o b e A c q u i r e d o r U s e d

L a n d N o t O w n e d b y T W U L


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W A N D S W O R T H

2 0

0

2 0

1 0

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 0 8

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 0 0 0 a t A 3

K e y p l a n :


S u r v e y o n b e h a l f o f H M S O .

© C r o w n C o p y r i g h t a n d

D a t a b a s e r i g h t 2 0 1 3 .

A l l r i g h t s r e s e r v e d .

O r d n a n c e



D o r m a y S t r e e t



K e y




T W U L O w n e d L a n d



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W A N D S W O R T H

1 0

0

1 0

5

m

L o c a t i o n


1 P L 0 4 - P N - 0 0 2 0 9

D e c e m b e r 2 0 1 3

S c a l e 1 : 5 0 0 a t A 3

K e y p l a n :




D a t a b a s e r i g h t 2 0 1 3 .


O r d n a n c e










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W A N D S W O R T H

2 0

0

2 0

1 0

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 1 1

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 0

0 0 a t A 3

K e y p l a n :




D a t a b a s e r i g h t 2 0 1 3 .


O r d n a n c e



F a l c o n b r o o k P u m p i n g S t a t i o n



K e y







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W A N D S W O R T H

C I T Y O F W E S T M I N S T E R

3 0

0

3 0

1 5

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 1 4

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 5 0 0 a t A 3

K e y p l a n :






K i r t l i n g S t r e e t



K e y





L a n d W i t h i n W h i c h

T W U L H o l d a n I n t e r e s t



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W A N D S W O R T H C

I T Y O F W E S T M I N S T E R

2 0

0

2 0

1 0

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 1 5

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 0 0 0 a t A 3

K e y p l a n :






H e a t h w a l l P u m p i n g S t a t i o n



K e y





L a n d W i t h i n W h i c h

T W U L H o l d a n I n t e r e s t



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W A N D S W O

R T H

H A M M E R S M I T H & F U L H A M

3 0

0

3 0

1 5

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 5 5

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 5 0 0 a t A 3

K e y p l a n :






P u t n e y E m b a n k m e n t F o r e s h o r e


S i t e a n d C o n s t r u c t i o n P h a s e P l a n

K e y




A r t i c l e 3 4 L a n d


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W A N D S W O R T H

2 0

0

2 0

1 0

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 5 6

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 0 0 0 a t A 3

K e y p l a n :




D a t a b a s e r i g h t 2 0 1 3 .


O r d n a n c e



D o r m a y S t r e e t


S i t e a n d C o n s t r u c t i o n P h a s e P l a n

K e y




E x i s t i n g T W U L L a n d

A r t i c l e 3 4 L a n d


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W A N D S W O R T H

2 0

0

2 0

1 0

m

L o c a t i o n



1 P L 0 4 - P N - 0 0 2 5 9

D e c e m b e r 2 0 1 3

S c a l e 1 : 1 , 0 0 0 a t A 3

K e y p l a n :




D a t a b a s e r i g h t 2 0 1 3 .


O r d n a n c e



F a l c o n b r o o k P u m p i n g S

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LB Wandsworth - S106