RESPONSE TO WRITTEN OBJECTIONS

This document sets out the Council's response to  the written objections presented to the CPO Inquiry by First Group,  Boots, Stylo Barratt, Rosebys and Save Churchill House Campaign.

(See opposite the Related Documents Section, attached PDF for the Southgate Draft Head of Terms, For Proposed Letting To FirstGroup of New Bus Station Facility, and for the full document in it's entirety.)

 

1 Introduction

1.1 This document sets out the Council's response to written objections by

First Group, Boots, Stylo Barratt, Rosebys and a group comprising Mr

Dobinson, Mr and Mrs Stockley, Councillor Chalker and Mr Gardner (those

who wish Churchill House to be retained).

 

1.2 Those who wish Churchill House retained appeared at the inquiry on

Thursday 19 May 2005, and the Council indicated at that time that it

would respond in writing to their points.

 

1.3 First Group is the only objector to the Road Closure Order ("RCO"), and

this response summarises the Council's case in relation to that objection.

 

1.4 Negotiation continues with the other parties and it is the Council's

intention to reach agreement with them if possible so as to enable their

objections to be withdrawn before the Secretary of State decides whether

to confirm the CPO or make the RCO. However, at the present time no

agreement has been reached, and it is necessary for the Council to set

out the need for the CPO to be confirmed in order to guarantee the

deliverability of the Scheme.

 

2. First Group

The obiections - CPO

2.1 First Group objected by a letter from Burges Salmon dated 16 November

2004. They raised the following grounds of objection to the CPO:

(1) Concern over the design of the Proposed Bus Station and its likely

operation;

(2) The lack of need for the acquisition given a willingness to negotiate;

(3) Further concern over the proper functioning of the Proposed Bus

Station.

2.2 First Group also objected to the Road Closure Order, however, no

separate grounds of objection were cited.

2.3 The objector reiterated the concerns raised in its objection letter in its

written representation dated 11 May 2005 and the Burges Salmon

position statements dated 13 May 2005 and 19 May 2005. The Council's

comments on the submissions of the objector have been inserted in bold

text within the attached version of the 19 May 2005 position statement.

2.4 The 13 May 2005 position statement sets out in its appendices a list of

the points outstanding between the objector and the Council/CGNU. The

Council and CGNU do not believe that it is appropriate to respond point by

point to First Group's various comments on the draft heads of terms.

2.5 The Council and CGNU have given an undertaking to First Group to use its

best endeavours to conclude an agreement to give effect to the heads of

terms attached thereto by 31 December 2005 and in any event as soon as

reasonably practicable. A copy of the undertaking is attached to this

submission.

2.6 Given the commitments on the part of the Council and CGNU in its

undertaking dated 23 May 2005, it is submitted that the Secretary of

State can be satisfied in confirming the Order that an appropriate

agreement is capable of being reached between the parties.

3. Boots

The objection

3.1 In a letter dated 9 November 2004, Shoosmiths (also acting on behalf of

Boots) asserted :

(1) that the Order was technically defective because it fails to mention on

its face that it is made under s.226(1) of the Town and Country

Planning Act 1990 and s.13 of the Local Government (Miscellaneous

Provisions) Act 1976; and

(2) that the Order was technically defective because it was signed by

Ashurst on behalf of the Council rather than made under seal.

3.2 Boots objected by letter dated 11 November 2004 from Montagu Evans.

In summary, it contained the following points:

(1) that the purpose of the CPO was to provide CGNU with a more

favourable negotiating position in relation to affected parties; and

(2) that Boots were prepared to treat with the Council and therefore the

CPO was unnecessary in respect of their interest.

Neqotiations

3.3 Ashurst on behalf of the Council replied to Shoosmiths by letter dated 17

January 2005, dealing with their two points. A copy of the letter is

attached to these submissions. Shoosmiths replied by letter dated 20

January 2005, accepting that the Order had been sealed but maintaining

that it was defective due to a failure to mention s.226(l)(a) in its title.

Ashurst responded on 25 February 2005, pointing out that the relevant

guidance in Circular 02/03 has been complied with. Copies of those

letters are also attached to these submissions. No further response has

been received from Shoosmiths.

3.4 As to the general negotiations with Boots, CGNU have been discussing the

terms of the relocation of Boots within the Scheme actively since July

2004. This has included the structuring of relatively complicated

arrangements with Boots for their temporary relocation during the

construction period.

3.5 However, communications with those representing Boots in relation to the

CPO objection have been difficult. Due to changes of personnel within

the consultant team advising Boots, CGNU's agents Drivers Jonas have

been unable to make substantive progress towards agreeing the

withdrawal of the objection. Copies of letters dated 21 March 2005, 8

April 2005 and 3 May 2005 and an email of 11 May 2005 are attached to

this document.

3.6 On 12 May 2005, Montagu Evans emailed Matthew Bodley of Drivers

Jonas to say that subject to a suitable undertaking being agreed, Boots

was prepared to withdraw its objection. This email is not attached

because it deals with commercially confidential aspects of the negotiation.

3.7 Since that time, Drivers Jonas on 13 May 2005 sent a form of undertaking

to Montagu Evans for agreement. A response was received from Montagu

Evans on 19 May commenting on the terms of the undertaking. A revised

draft undertaking was sent by Drivers Jonas to the objector on 23 May.

The response to the obiection

3.8 The legal points raised by Shoosmiths are covered in detail in the

attached letters from Ashurst dated 17 January and 25 February 2005,

and the Council relies on the content of those letters.

3.9 Shoosmiths' letter of 20 January 2005 withdrew the objection based on

the sealing of the Order.

3.10 As to the two points raised in the letter from Montagu Evans dated 11

November 2004:

(1) The CPO is not made in order to place CGNU in a favourable

negotiating position. The justification for the CPO is that, in line with

s.226 of the Town and Country Planning Act 1990, it is needed to

enable a comprehensive scheme of redevelopment to take place, as

set out in the following evidence before the inquiry: BNES/1/2,

paragraphs 7.8 to 7.12, and section 8; BNES/4/2, section 5;

BNES/5/2, section 10.

(2) As to the Council's and CGNU's efforts to treat with the objector, see

the attached letters. The Council and CGNU have made every

reasonable effort to deal with the objector's interest without the need

for compulsory acquisition but it has not proved possible to date (see

BNES/9/1 section 3.7).

(3) However, at the time of writing, good progress continues to be made

towards a commercial arrangement between CGNU, the Council and

the objector to enable Boots to relocate into the Scheme. This is a

firm and shared objective and the Council/CGNU are confident that

agreement will be reached shortly which will make that relocation

certain and enable the objection to be withdrawn.

4. Stylo Barratt

The obiection

4.1 Stylo Barratt (which occupies a unit at number 12, the Mall) objected by

letter from DLA dated 15 November 2004.

4.2 The objection comprises 5 points:

(1) that the objector will lose goodwill as a result of the Scheme being

implemented;

(2) that there is no compelling need for the site compared to other sites;

(3) that the CPO is premature because no attempt at a negotiated

solution has been attempted;

(4) that the Scheme is not viable; and

(5) no EIA was submitted as part of the planning permission for the

Scheme.

Negotiations

4.3 Contrary to DLA's letter of 15 November 2004, there has been a lengthy

series of communications between the Council, CGNU and the objector.

As long ago as 19 January 1998 agents for CGNU sent the objector plans

of the development as proposed at that time.

4.4 A formal offer was made to the objector by letter of 21 August 2003 on

the basis that the existing lease was surrendered and the objector

relocated into the Scheme. There was no reply to this letter until 21

November 2003.

4.5 A revised offer was made to the objector on 19 January 2004. The

objector did not respond until 20 July 2004.

4.6 Offers and negotiations continued throughout the later 2004 and early

2005. Commercial terms were sent to the objector in February 2005.

4.7 The Council/CGNU and the objector are now close to a final agreement

which it is hoped will be signed before the Secretary of State considers

the Inspector's report into objections. There is a firm and shared objective

to conclude an agreement to enable the objector to relocate into the

Scheme. The Council and CGNU are confident that agreement will be

reached shortly. This is reflected in a letter from DLA (solicitors to Stylo

Barratt) to GOSW dated 16 May 2005 in which it is noted that they hope

to be able confirm withdrawal of their client's objection in the "very near

future". A copy of this letter is attached to these submissions.

The response to the obiection

4.8 First, the loss of business goodwill is not a matter relevant to the

confirmation of a CPO. It is a matter which goes to compensation only.

This ground of objection therefore fails.

4.9 Second, as to the compelling need for the site as against other sites, the

Council and CGNU have been carefully developing the Scheme over 10

years to ensure that it meets the objectives needed to regenerate and

enhance Bath City Centre: see BNES/5/2, paragraph 11.2.

4.10 The land included in the Order is both suitable for and required in order

to deliver the consented Scheme, and bring the substantial benefits it

entails: see BNES/3/2 paragraph 4.2. The objector does not suggest any

alternative location for any part of the Scheme. Since the aim of the

Scheme is to regenerate this part of Bath, including the re-development

of the now-outdated Southgate Centre, and the provision of greatly

enhanced intermodal facilities at the Railway Station, it is difficult to see

which alternative location the objector has in mind.

4.11 Plainly, no other site would suffice for the re-development of the existing

Southgate Centre than the centre's existing site. Although early

approaches to the location of the Proposed Bus Station placed it north of

Dorchester Street, it was recognised very early in the process that the

best place for the bus station was south of Dorchester Street in the

proposed location: see BNES/5/2 paragraph 8.56; BNES/6/2 section 7;

BNES/7/2 section 3.

4.12 There is substantial evidence before the Secretary of State to substantiate

the need for the Scheme, and the absence of realistic alternatives.

4.13 Third, as to the alleged failure by the Council or CGNU to negotiate with

the objector, the summary at paragraphs 4.3 to 4.7 constitutes a full

answer. There has been a sustained attempt by the Council/CGNU to

acquire the objector's interest by negotiation and indeed to relocate the

objector's business into the Scheme. That process nears completion;

however, any failure to have agreed the position thus far cannot

reasonably be attributed to the Council//CGNU, and in any event could

not constitute a reason why the CPO should not be confirmed.

4.14 Fourth, the objector's assertion that the Scheme is not viable is not

supported by any evidence whatsoever and is incorrect. In respect of the

deliverability and viability of the Scheme, the Council relies upon

paragraphs 23 to 42 of its final submission on the Somerfield objection

(BNES/12/2).

4.15 Fifth, an Environmental Impact Assessment of the Scheme was carried

out, and can be found at CD Volumes 7 and 8.

5. Rosebys

The objection

5.1 Rosebys (which trades from 5 Railway Street) objected to the CPO by

letter from Walker Morris dated 9 November 2004.

5.2 The substance of the objection was as follows:

(1) that there had not been negotiations over the acquisition of the

objector's interest;

(2) that there would be disruption and inconvenience to the objector

during the construction of the Scheme;

(3) that the Council had failed to explain how the Scheme overcomes

criticism of earlier versions of the development, particularly with

regard to the public transport interchange;

(4) that the Council had failed to demonstrate that the Scheme is in the

public interest;

(5) that alternative layouts would avoid the need to include the objector's

interest.

Neqotiations

5.3 A Notice under section 25 of the Landlord and Tenant Ad 1954 was

served on the objector on 23 March 2005.

5.4 The Council has been in negotiation with the objector within the

framework provided by the 1954 Act, but has not received any proposals

for the earlier acquisition of the objector's interest, or offers conditionally

to withdraw the objection to the CPO.

5.5 On 22 March 2005, the Council wrote to Rosebys requesting that they

send copies of any revised layouts of the Scheme as referred to in their

objection. No such layouts have been received.

5.6 During a telephone conversation between the Council and the objector on

15 April 2005, Rosebys confirmed that it intended to maintain its

objection to the Order but did not comment as to whether they would be

appearing at the inquiry.

5.7 During a telephone conversation on 17 May 2005 between CGNU's agents

Strutt and Parker and the objector, Rosebys confirmed again that, while it

would not be appearing at the inquiry, it intended to maintain its

objection to the Order.

The response to the objection

5.8 First, as to acquisition by agreement, the objector occupies its premises

pursuant to a lease from the Council, which is subject to a break clause.

The Council intends to secure possession by service of a break notice, and

has served a section 25 notice: see BNES/9/1 paragraph 3.12.

5.9 Furthermore, there has been no offer from the objector to part with its

interest.

5.10 Second, the issue of disruption and inconvenience is a compensation

matter which is not relevant to the confirmation of the CPO. In any

event, the construction of the Scheme requires the unit from which the

objector trades to be demolished; matters of inconvenience and

disruption do not therefore arise; the costs of relocation are again a

matter for compensation.

5.11 Third, the Council is satisfied that the Scheme overcomes any problems

associated with earlier versions: see BNES/5/2 section 9; BNES/8/2

section 7.7. In particular in relation to the Proposed Bus Station and

Transport Interchange see BNES/7/2 section 4 and section 6.4.

5.12 Fourth, the Council submits that the Scheme is in the public interest for

the reasons set out in summary form in paragraph 45 of BNES/12/2, and

in BNES/4/2 paragraphs 6.10 and 6.12, and BNES/7/2 section 5. Given

the availability of compensation, the benefits of the Scheme vastly

outweigh the necessary interference with the objector's trade from its

unit.

5.13 Fifth, the Council does not believe that any alternative solution to the

Scheme could be developed in which Rosebys' premises are retained.

They lie underneath the existing Ham Gardens car park, and would lie

across the main diagonal pedestrian street in the heart of the Scheme.

There is therefore no reasonable means of their retention: see BNES/6/2,

section 15. It is no surprise that no alternative layouts have been

provided by the objector in support of this ground of objection.

6. Those wishing the retention of Churchill House

6.1 Those seeking the retention of Churchill House are non-statutory

objectors to the CPO. The inquiry has formally received a number of

letters and some oral presentations from those seeking to have Churchill

House retained. This response is to those parts of the letter written by

Mr Dobinson to the Inspector (sent incompletely on 10 May 2005 and retransmitted

in a full version under cover of another letter to the Inspector

dated 18 May 2005) which touch on the question of the need for the

demolition of Churchill House; this point was also raised in various guises

by those who spoke at the inquiry in support of the retention of Churchill

House (Mr Dobinson, Councillor Chalker, Mr and Mrs Stockley, and Mr

Gardiner).

6.2 This response does not cover in any detail the following matters raised by

those seeking the retention of Churchill House:

(1) The process by which planning permission for the Scheme, and

Conservation Area Consent for the demolition of Churchill House, was

granted (see the section of Mr Dobinson's letter entitled 'Save

Churchill House. Firstly"). Whilst the Council entirely rejects the

criticisms made of that process, those matters are not directly

relevant to the confirmation of the CPO. In any event, the challenge

period for both the grant of the Main Scheme Planning Permission and

Conservation Area Consent has long since expired, and the Main

Scheme Planning Permission and Conservation Area Consent are valid.

(2) The handling of the planning application documents and related

studies by the Local Planning Authority (see the section of Mr

Dobinson's letter entitled "Save Churchill House. Secondly").

(3) The ownership of the Hot Springs. This is not a matter relevant to the

confirmation of the CPO. As for the protection of the thermal waters,

the Council has produced a note on the statutory protection

mechanism for the Hot Springs, namely section 33 of the County of

Avon Act 1982 (BNES/12/3).

(4) The architectural merits of Churchill House. Conservation Area

Consent has been granted for its removal; see also BNES/7/2

paragraphs 4.7.2 to 4.7.4.

The need to demolish Churchill House

6.3 Churchill House belongs to CGNU. The Scheme which has planning

consent requires its demolition, and Conservation Area Consent has been

granted for its demolition. The land on which Churchill House stands is

required for the Proposed Bus Station.

6.4 In order for the objectors' point to have any force, it would have to be

demonstrated that the Churchill House site, or some of it, is unnecessary

to achieve the objectives of the Scheme.

6.5 Indeed, it is not the objectors' case, as the Council understands it, that

the bus station should not be relocated to the South of Dorchester Street.

Mr Stockley's view at the inquiry was that there was nowhere else for it to

90.

6.6 Further, it is not the objectors' case, as the Council understands it, that all

of the structures that form Churchill House should be retained, but only

the element which turns the corner from Dorchester Street towards the

river.

6.7 The Proposed Bus Station has been designed in close collaboration with

the operators of the Existing Bus Station, First Group. They support the

bus station proposals and have clearly indicated that the Proposed Bus

Station is that which is required for the successful future operation of

buses in Bath. The current layout, therefore, is required in order to

achieve the successful delivery of the bus improvements the Scheme will

bring.

6.8 First Group require, and the Scheme provides, the following:

(1) 16 bus stands within the station, designed to appropriate

specifications to allow modern stock to use them in a safe and

convenient manner;

(2) 8 layover bays;

(3) an office and facilities building with sufficient room to house the

necessary elements of the operation;

(4) protection both for bus drivers walking from the layover bays to the

main building, and for travellers entering the Proposed Bus Station

from the south;

(5) the "roadway" required by the Planning Agreement (Schedule 1,

paragraph 13.2).

6.9 The degree of detail sought by First Group in relation to the Proposed Bus

Station is evident from its Position Statement dated 19 May 2005. A very

significant amount of detailed design refinement and negotiation has

resulted in the Proposed Bus Station.

6.10 It is also necessary to provide for Western Power Distribution Limited's

facilities, which are in part affected by the Scheme and which require reprovision

and enclosure in a safe manner.

6.11 I t is not possible to retain Churchill House, or any part of it, whilst

meeting those criteria.

6.12 The objection letter from Mr Dobinson refers to an exercise which

demonstrates that only 12.5 spaces in the Existing Bus Station are in use

at any time, including rush-hours. This does not however mean that the

Proposed Bus Station over-provides bus stands or layover bays for the

following reasons:

(1) the Scheme's layout and provision is that required by the bus operator

itself, not a hypothetical provision made by the Council or CGNU;

(2) the fact that a maximum of 12 or 13 stands are in use at any one time

does not mean that only 12 or 13 stands are needed. Different

stands are used at different times, since bus services do not share

stands but use different stands to avoid overcrowding;

(3) it is necessary to provide for anticipated future requirements, not just

existing ones. Policy at all levels looks to increase the usage of public

transport, and the provision of a modern facility as part of the Scheme

will help to achieve this objective.

6.13 It is therefore not possible to reduce the number of stands or layover

bays below that sought by the bus company; to do so would be a

retrograde step given the need to improve the intermodal facilities and

encourage use of public transport. The Council endorses the comments

made by Transport 2000 both in their letter to the Secretary of State

dated 11 May 2005 and in Mr Redgewell's submissions to the inquiry that

the Transport Interchange, and in particular the Proposed Bus Station,

will be a significant benefit to existing public transport users and will

contribute to a modal shift from private to public transport.

6.14 The original submitted scheme for the redevelopment of Southgate did

not retain Churchill House (see Fig 4, BNES/6/3). Under this scheme, the

whole of Churchill House was to be demolished, replacing it with a new

road along the river-side. This was before the bus station was proposed

to be relocated to the south of Dorchester Street. This relocation was

critical to the successful development of the Scheme as a whole, and the

intermodal interchange in particular: see BNES/6/2, section 7; BNES/7/2,

section 5.2; and BNES/8/2, section 3.2.

6.15 It is true that version 2 of the Scheme (October 1998) kept the corner

element of Churchill House as part of the Proposed Bus Station facilities.

However, this was not acceptable to the Council or to First Bus, for a

number of reasons:

(1) insufficient facilities were available for passengers within the building

footprint;

(2) the Police raised concerns regarding the difficulty of a 24 hour

pedestrian route through the bus station; the resolution of this

problem required a separate footway along the south side of

Dorchester Street for on-street bus stops and passers-by;

(3) the bus station site in Scheme 2 also proposed re-building the river

wall to incorporate a triangular piece of land at the edge of the river

to the south of the existing river wall. It subsequently proved

impossible to obtain the necessary approval from the river authority to

the loss of flood storage caused by the incorporation of this area;

(4) to incorporate this layout, Dorchester Street had to be moved north;

the retention of the Churchill House faqade would have created

connection difficulties because it could not move with the rest of the

layout;

(5) WPD advised that they required a larger switchroom and an additional

transformer, making four in all. That required the repositioning of the

bus stands further west to achieve adequate manoeuvring area. This

in turn meant the demolition of all of Churchill House;

(6) First Bus were not prepared to incorporate all the necessary facilities

in a retained Churchill House corner element, which would have

meant four floors of operations.

6.16 As a result, in 1999 the scheme had evolved past the point at which it

was feasible to retain Churchill House.

6.17 The position is therefore that Churchill House cannot be retained as part

of the Scheme. It is necessary to demolish it in order for the Scheme to

proceed.

 

BURGES

SALMON

BATH AND NORTH EAST SOMERSET COUNCIL

(SOUTHGATE REDEVELOPMENT, BATH) COMPULSORY PURCHASE ORDER

2004

TOWN AND COUNTRY PLANNING ACT 1990

THE STOPPING W OF HIGHWAYS (BATH AND NORTH EAST SOMERSET)

(N0.SW ) ORDER 200

POSITION STATEMENT ON BEHALF OF FIRSTGROUP PLC - 19'M~ AY 2005

with counter comments made on behalf of the Council - 23 May 2005

First's Position to the Inquiry Pending Satisfactory Agreement of :

i Heads of Terms for Letting of New Bus Station and

ii Section 106 Terms

Comments made on behalf of the Council are shown in bold italicised text.

For the reasons set out in more detail in appendices 1 and 2 to this note as at the date of this note

agreement has not yet been reached between First and the promoter of the above orders to allow

withdrawal of First's objection to those orders at this time. It is believed that an agreement can

be reached given continued co-operation by both parties but that will take longer than is

available before the close of the inquiry that is anticipated today.

The Developer has agreed in the undertaking dated 23 May 2005 (copy attached) to use its

best endeavours to agree documentation with First. The Developer agrees with First in that it

too believes that an agreement can be reached given continued co-operation by both parties.

Until there is satisfactory agreement with First on matters i and ii above, First repeats its

submission made already that the Secretary of State should not confirm the Compulsory

Purchase Order or Stopping Up Order. In the alternative, if the Secretary of State is minded to

confirm the Orders, to do so expressly subject to the condition that implementation of the

Compulsory Purchase Order and Stopping Up Order do not affect the use of the existing bus

station until the new bus station, constructed to a standard that is reasonably required by the

operator that is to use it, is fully operational, and that the existing bus station must not close

until such new bus station is occupied and has become fully operational.

The Orders can be confirmed on the basis of the existing controls and the undertaking. The

phasing of the development works provides that the Existing Bus Station will not be

decommissioned until such time as the Proposed Bus Station is ready with a further period of

time allo,ved in order for an orderly handover of the bus station services to occur. The

Developer has agreed in the heads of terms annexed to the undertaking to construct the

Proposed Bus Station facility in accordance with statutory requirements and regulations.

The Developer will provide the infrastructure and premises necessary to operate the New Bus

Station.

This approach differs from that in the suggested undertaking transmitted to First on 16" May

2005 and which it is understood is to be put before this inquiry. That undertaking offers to use

best endeavours to reach agreement on i above (although is silent on ii) but which, in both cases

makes inadequate provision for meeting the operator's reasonable requirements for a

replacement bus station if such agreement is not reached. Were the CPO to be confirmed

unconditionally in reliance on that undertaking as offered, should there be no agreement by

December 2005, the redevelopment of the bus station could proceed without any certainty that

the replacement would be operationally acceptable.

The Developer has committed via the undertaking to provide the New Bus Station facility

which complies with statutory and regulatory requirements. It is not necessary for the

undertaking to add to the controls in the Planning Agreement.

The reason for providing the detail in the attached two appendices is to ensure that the full range

of matters upon which the operator's approval needs to be sought to ensure an adequate

replacement bus depot should be fully understood prior to any decision to confirm these orders.

The Council and CGNU do not believe that it is appropriate to respond point by point to First

Group's various comments on the draft heads of terms.

If it would assist the Inspector to be addressed on how the undertaking proposed by the

promoter would need, as a bare minimum, to be amended to address these concerns, it would be

by the following two substitutions :

The definition of "Completed" should read :

Available for operation as a bus station in compliance with all relevant statutory

requirements (including all necessary statutory notices of transfer of bus operations to

the Replacement Bus Station)

The Developer has committed to providing, via the undertaking, a bus station that is

compliant with all statutory requirements. No change is considered necessary.

Clause 4 "Protections" should read :

SLP and the Council undertake not to exercise its compulsory purchase powers under

any confirmed Order or implement the Stopping Up Order in such a way as would

prevent or materially prejudice the operation by FirstGroup of the Existing Bus Station

until Firstgroup are reasonably satisfied that the Replacement Bus Station has been

Completed and is available for use.

The Developer has agreed not to decommission the Existing Bus Station until the

New Bus Station facility has been constructed and is made available for use. The

Developer has allowed a further period of time so that an orderly handover can take

place. In addition the Developer has committed to keeping the means of access open

available to the old/new business at all times throughout the development process.

No change is therefore considered necessary.

In suggesting these changes, however, it is again stressed that the only way in which First

believes satisfactory assurance can be give that a suitable replacement bus station will be

provided is for there to be agreement with First on all of the detailed concerns set out in

Appendices One and Two to this statement.

The Council and CGNU do not believe that a full legal agreement needs to be in place for

First Group to be protected and for the CPO and Stopping Up Order to be confirmed.

Text in bold and italics - Ashurst 23/05/05

PROP 1 \ 739994

Undertaking to Firstgroup Holdings Limited

The Bath and North East Somerset Council

(Southgate redevelopment, Bath) Compulsory

Purchase Order 2004

ORIGINAL SEEN

CERTIFIED A

TRUE COPY

ANY PHOTOORBPRIC EVIDENCE OF

IDENTITY PROVIDED A GOOD LIKENESS

.......... SIGNED ...........

Name of Solicitor Matthew Mainstone
Date 23 May 2005

SJ BERWIN SOLICITORS

THIS UNDERTAKING IS GIVEN ON the 23rd May 2005

BY

(1) SOUTHGATE LIMITED PARTNERSHIP acting by its general partner Southgate General Partner

Limited whose registered office is at No. 1 Poultry, London, EC2R 8ES ("SLP")

AND

(2) BATH AND NORTH EAST SOMERSET COUNCIL of Riverside, Temple Street, Keynsham, Bristol

BS31 1 LS ("the Council")

(3) FIRSTGROUP HOLDINGS LIMITED whose registered office is at Third Floor, Macmillan House,

Paddington Station, London W2 1FG ("Firstgroup")

1 Introduction

1.1 Firstgroup has objected to the Order.

1.2 In order to meet Firstgroup's objections this undertaking sets out a number of formal assurances

with the intention that it be relied upon by Firstgroup.

2 Definitions

In this undertaking if the context so allows:

"Completed" Certified as practically complete under the

relevant building contract

"Existing Bus Station" Firstgroup's existing bus station at Manvers Street, Bath

"Order" The Bath and North East Somerset Council (Southgate

development, Bath) Compulso~yP urchase Order 2004

"Replacement Bus Station" The new bus station to be constructed to the

south of Dorchester Street, Bath in accordance

with planning permission reference 971010191FUL

"Stopping Up Order"

Agreement

The order to be made under section 247 of the

town and Country Planning Act 1990 pursuant to

an application made on 29 November 2004 and

given the reference number SWlTHMl82471228

by the Government Office for the South West

SLP undertakes to use best endeavours to conclude by 31 December 2005 and in any event as

soon as reasonably practicable an agreement with Firstgroup which shall give effect in all material

respects to the heads of terms set out in Schedule 1.

Protections

SLP and the Council undertake not to exercise its compulsory purchase powers under any

confirmed Order or implement the Stopping Up Order in such a way as would prevent or materially

prejudice the operation by Firstgroup of the Existing Bus Station until the Replacement Bus Station

has been Completed and is available for use.

5 Binding upon successors

The Council undertakes that in the event of SLP being replaced as the Council's selected

developer, it shall procure that the new developer will provide an equivalent undertaking to

Firstgroup as this undertaking

6 Powers of local authority

Nothing in this Undertaking shall prejudice or affect the rights, powers, duties and obligations of

the Council in exercising its powers as a local authority

IN WITNESS WHEREOF the parties have caused their common seals to be affixed the date first before

written

Signed as a deed

by SOUTHGATE GENERAL PARTNER LIMITED

acting by a director and its

secretary/-:

-&.............T.../. ...........

Director

……………………………..

THE COMMON SEAL of BATH AND NORTH
EAST SOMERSET COUNCIL was hereunto
affixed in the presence of
Authorised signatory
...........................
Authorised signatory

AUTHORISED SIGNATORY
FOR - AND ON BEHALF Of
AVIVA COMPANY
SECRETARIAL SERVICES LIMITED

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