COMHAIRLE CONTAE ÁTHA CLIATH THEAS
SOUTH DUBLIN COUNTY COUNCIL

South Dublin County Council Crest

MEETING OF SOUTH DUBLIN COUNTY COUNCIL

Monday, December 11, 2023

HEADED ITEM NO. H-I (9)

GC 237    Proposed Disposal of c. 85.36 acres of land at Grange Castle West, Grange Castle Business Park, Clondalkin, Dublin 22 to Novo Nordisk Production Ireland Limited

Proposed Option on a further c. 24.05 acres of adjacent land at Grange Castle West, Grange Castle Business Park, Clondalkin, Dublin 22 to Novo Nordisk Production Ireland Limited

The Council at its meeting on 12th June 2023, agreed to dispose of 85.01 acres or thereabouts with an option on a further 21.3 acres to Novo Nordisk Production Ireland Limited at Grange Castle West for the development of a manufacturing facility.  During the design process which followed on from this approval, it was established that Novo Nordisk Production Ireland Limited required the approved boundaries of the site to be amended.

Following on from recent discussions and correspondence in relation to the above matter, the Council is prepared to recommend the disposal of lands totalling 85.36 acres or thereabouts at Grange Castle West Business Park to Novo Nordisk Limited, and the granting of an option on a further 24.05 acres or thereabouts of adjacent land, in accordance with Section 211 and 212 of the Planning and Development Act 2000 and subject to the provisions of Section 183 of the Local Government Act 2001 by way of a 999-year Lease and subject to the following terms and conditions which have been accepted by the Applicant: - 

  1. (a) That the lands being disposed of in the first instance (the main site) comprise approximately 85.36 acres or thereabouts. The precise boundaries have yet to be established. A formal Land Registry compliant map shall be prepared by the Council for inclusion with the legal documents and furnished to Novo Nordisk Production Ireland Limited, for approval in early course but in the interim a draft plan for identification purposes drawing no. CSE-DR-C-1095 is annexed showing the main site outlined in red. 

(b) The Council will retain a 5 or 10 metre wayleave along the boundaries of the site as follows, 10 metres along the Northern and Southern boundaries and 5 metres along the Western and Eastern boundary. These wayleave areas are shown shaded yellow on Drawing CSE-DR-C-1095. These wayleaves will be required within the perimeter of the lands being disposed of to facilitate the existing and future servicing by the Council of this site, the Business Park and any other lands. 

  1. That the consideration due to the Council shall be calculated on the basis of the sum of €600,000.00 per acre (the “Purchase Price”), payable, as to the amounts described at (a), (b) and (c) below: -
    • 10% of the Purchase Price on signing and exchange of a Contract for Sale / an Agreement for Lease in respect of the site. Such amount to be refunded in the event that the development proposed for the site does not receive full planning permission, and / or in the event of any of the terms and conditions of the disposal not having been satisfied.
    • 80% of the Purchase Price within 15 business days of date of Novo Nordisk Production Ireland Limited entry onto the site for the purpose of commencing construction works on foot of the final grant of planning permission (provided that, for the avoidance of doubt, Novo Nordisk Production Ireland Limited, shall be entitled to carry out due diligence and engineering analysis activities (including, but not limited to geotechnical analysis and studies, soils testing, water analysis, site borings, environmental assessments, etc.) prior to the payment of this sum in accordance with any building licence to that effect as described in term 13.
    • The remaining 10% of the Purchase Price on the grant of the Master Lease which shall occur at the time and in the manner set out at term 13 below.

The Council shall be entitled to charge interest at a rate of eight per cent (8%) per annum on any outstanding sums in the event of failure by Novo Nordisk Production Ireland Limited, to pay the foregoing sums on the above dates.  This interest rate penalty shall be calculated on a daily basis for any period of time deposits are outstanding without cause.

  1. (a) The Council shall, in consideration of the payment of an Annual Option Fee payable yearly in advance, commencing on the date of signing of the contract for sale for the disposal of the c. 85.36 acres (the main site), be prepared to grant a two-year Option to Novo Nordisk Production Ireland Limited, to purchase the Option Site, measuring c. 24.05 acres shown on Drawing No. CSE-DR-C-1096. The Option Fee will be payable on the anniversary of the signing of the contract referred to above.

(b) Should the Option be exercised in accordance with term no. 3 (a) above the consideration payable to the Council shall be calculated on the basis of the sum of €600,000 per acre linked to the Irish CPI (Consumer Price Index) for the duration of the option period with effect from the signing of the contract for sale for the main site.  The consideration will be payable in the same manner as outlined in term no.

  1. (a) The option fee structure is as follows: -
  1. Year 1 – 1% of the purchase price of €600,000 per acre or approximately €144,300
  2. Year 2 – 2% of the purchase price of €600,000 per acre escalated by the CPI in 3b above.

 

Option Site

Area

24.05 acres

Consideration

€600,000

 

 

Payable Year 1 – 1% of the Purchase Price

€144,300

Payable Year 2 – 2% of the Purchase Price

To be determined

  1. That Novo Nordisk Production Ireland Limited will be informed of and accept any burdens identified on the folios which apply to the lands being disposed of.

An indicative map depicting any known services available from record drawings held by the Council will be provided.

  1. Both parties commit to working in good faith to promptly execute and complete a formal Contract for Sale for the transaction. This process shall be completed within 3 months of the approval by the members of the Council, or other such timeframe as may be approved solely at the discretion of the Council, acting reasonably.
  2. Novo Nordisk Production Ireland Limited are required to apply for full planning permission for Phase 1 of their development of the main site (and if requested provide an Environmental Impact Statement). Novo Nordisk Production Ireland Limited shall forward to the Council within six months of the date of final grant of planning permission, and in any event, no later than one month prior to Novo Nordisk Production Ireland Limited commencing works on foot of final grant of planning permission, a copy of the outline building programme for such works describing the key construction milestones.
  3. That: (i) if the works (meaning site preparation and shell and core construction) have not commenced within six months of the date of final grant of planning permission for the development, or such later date as may be agreed in writing with South Dublin County Council; or (ii) if shell and core works are not substantially completed in accordance with the final grant of planning permission within thirty (30) months from the date of commencement of such works; or (iii) such later date as may be agreed in writing with South Dublin County Council; then either party may by written notification on the other rescind the agreement for lease / contract for sale. And further that, in the event that the final grant of planning permission is issued containing conditions which Novo Nordisk Production Ireland Limited, considers to be onerous, Novo Nordisk Production Ireland Limited, may by written notification on the Council rescind the agreement for lease / contract for sale. In event of rescission on any of the foregoing grounds, any monies paid to the date thereof under term 2 above shall be repaid to Novo Nordisk Production Ireland Limited, without payment of interest.  It is acknowledged that construction of the Pharmaceutical Plant may occur on a staged basis and provided Novo Nordisk Production Ireland Limited, has commenced and completed the first phase thereof to be defined as the point at which the first pharmaceutical processing facility (which is part of the property and not the whole), external works including roads, carparks, attenuation ponds, landscaping, berming and any associated utilities works  is completed and ready for customer use (“Phase I”) within the time frames set out in this paragraph it will be deemed to have complied with its obligations herein.
  4. That the Council shall enter into an agreement for lease or contract for sale in respect of the sale of the site to Novo Nordisk Production Ireland Limited, (by way of grant of the Master Lease), based on and to give effect to these heads of terms, and which agreement / contract shall contain a licence authorising Novo Nordisk Production Ireland Limited, to enter onto the site from the date thereof prior to the grant of the Master Lease, to carry out due diligence and site analysis (including, but not limited to geotechnical analysis and studies, soils testing, water analysis, site borings, environmental assessments, etc.) prior to the grant of final planning permission, and after the issue of such permission, to construct the Pharmaceutical Plant. The agreement / contract shall contain further reasonable obligations upon Novo Nordisk Production Ireland Limited, with respect to that construction to ensure the satisfactory completion of the approved development on the site.
  5. Novo Nordisk Production Ireland Limited, will be responsible for all planning levies and contributions payable in accordance with the Council’s current Development Contribution Scheme made under the Planning and Development Act 2000. The Contributions under the Scheme are payable prior to entry on to the site or as otherwise agreed by the Council. Novo Nordisk Production Ireland Limited, must satisfy themselves as to the capacity of all services to service the proposed development.

[A special Arts contribution fixed at 50 cent per square foot of gross building areas shall also apply payable no earlier than the grant of the Master Lease.]

  1. That all site investigations (including archaeological investigations) [Excepting the area of Archaeological interest undertaken to be resolved by South Dublin County Council] , groundworks, overhead cable diversions, demolitions/site clearance/septic site removal (such works are subject to regulations and to obtaining the relevant statutory licences), services connections, development and associated costs incurred in the delivery of the entire completed development shall be borne by Novo Nordisk Production Ireland Limited. Subject to any requirements arising from the Councils own investigations being their responsibility to discharge at their expense.
  2. That utility services infrastructure providing for energy, water, wastewater and fibre installation are provided to the boundary of the site. Connection to and supply from the utility providers is a matter for Novo Nordisk Production Ireland Limited,
  3. That Novo Nordisk Production Ireland Limited, shall undertake not to use the site for any purposes other than that of due diligence and site analysis prior to the final grant of planning permission and thereafter for the purpose of carrying out the proposed development which will consist of a Pharmaceutical Plant providing fill/finish capacity for injectable products for diabetes, obesity and rare diseases and other ancillary related uses. All buildings shall be occupied by Novo Nordisk Production Ireland Limited, or their tenants, agents, employees, invitees and/or assigns in accordance with the terms of the Master Lease.
  4. That Novo Nordisk Production Ireland Limited, shall build nothing (except with the prior written approval of the Council) on the site except the buildings shown on the approved drawings and for which Planning Permission has been granted, as outlined in term no. Full ‘as constructed’ drawings shall be appended to the Master Lease. A maintenance Plan for the external areas and buildings shall be submitted to the Council.
  5. That as soon as works have reached eaves level in Phase I (in other words the “topping-out” phase, meaning that all foundations are in place, the structural system is erected and inspected, and the building is weather-tight with roof complete) in accordance with relevant planning permission(s) in the development on the site, and if the works have been carried out to the satisfaction of the Councils Consultant Engineers acting reasonably, the Council will grant Novo Nordisk Production Ireland Limited, a lease of that site. The lease shall be for a term of 999 years (commencing from a date to be agreed upon, but no earlier than the date of Practical Completion of the buildings thereon) subject to a rent of €500 per annum (exclusive of rates, taxes, and outgoings in respect of the site) which will be reviewed at the end of every 5 years of the term in line with any changes in the Irish Consumer Price Index. The Council’s Solicitors shall draft the lease for approval by Novo Nordisk Production Ireland Limited Solicitors. The lease granted shall be known as the Master Lease (“Master Lease”).  The Master Lease shall provide that the lessee shall become a member of the management company for the Business Park and shall pay the annual service charge described in accordance with the provisions of the Master Lease and appendices thereto.
  6. That the Agreement to Lease or Contract for Sale is not to operate as a lease and it shall not be transferable save in the case of a financial institution of good standing which has entered into a mortgage with Novo Nordisk Production Ireland Limited and/ or Novo Nordisk own assignment/ transfer to their Group companies, specifically for the purposes of financing Novo Nordisk Production Ireland Limited and/or their Group companies, to undertake the development of the site.
  7. That South Dublin County Council reserves the right, only to be exercised by the Council acting reasonably, to re-enter on the site and resume possession thereof should Novo Nordisk Production Ireland Limited, fail to commence and complete the buildings within the period specified in Term 6 above or in the event of the dissolution, bankruptcy or insolvency of Novo Nordisk Production Ireland Limited, save in the case where a Financial Institution which has entered into a mortgage with Novo Nordisk Production Ireland Limited, for the purposes of financing the development of the site and enforces its security against the site. South Dublin County Council shall provide written notice of any intent to exercise this right and offer a 30-day cure period for rectification of any default on Novo Nordisk Production Ireland Limited, part, including use of mediation/arbitration, or similar third-party intercession.
  8. That during the building period and pending the grant of the Master Lease, Novo Nordisk A/S, will maintain insurance cover as may be necessary to cover Novo Nordisk Production Ireland Limited against any claim arising under the indemnity next mentioned and will on reasonable request provide evidence of same. Insurance to include but not be limited to all risks construction insurance, public liability and employer’s liability to levels required in order to cover Novo Nordisk Production Ireland Limited against any claim arising under the indemnity next mentioned. Insurance cover will be maintained by Novo Nordisk A/S, for the construction period. It is acknowledged that following completion of the construction of the Pharmaceutical Plant, the building and all insurable risks associated therewith will be included in Novo Nordisk A/S global property insurance programme. Novo Nordisk A/S may choose to self-insure all or part of the risk during the construction period and/or thereafter. 

Novo Nordisk Production Ireland Limited, shall also indemnify South Dublin County Council against any claim for compensation which may be made by any party arising out of the negligence, breach of duty or breach of contract by the by the Tenant, its servants or agents in respect of the  building works being carried out on the site for or on behalf of Novo Nordisk Production Ireland Limited, or any working areas or on any access points thereto (unless caused due to any act or neglect of South Dublin County Council and its servants or agents or any person for whom they are responsible).

  1. That the Council is and shall be carrying out extensive construction projects in the Business Park. Both parties shall use their reasonable endeavours to ensure that any interaction between respective contractors employed to carry out any works including, but not limited to building or road works, is carried out in an open and transparent manner with engineers and liaison officers such as to ensure that no additional contract costs accrue to either party.
  2. That no uncovered outdoor storage shall be permitted on the subject lands. All processing, packing, waste disposal or recycling and such like operations shall be carried out within suitable structures or equipment such as compactors located on the premises in accordance with any statutory regulations or requirements in that regard.
  3. That all car and commercial vehicle parking areas, loading areas and service areas must be suitably landscaped and screened from public view. In this regard Novo Nordisk Production Ireland Limited, shall carry out at Novo Nordisk Production Ireland Limited costs such boundary and landscape treatment works as the Council may reasonably require, bearing in mind the nature of the Park and provided that such works are not substantially more than required of any other occupiers of the Park during construction. Such works may, only where reasonable, be in addition to similar works required under a planning permission for development of the subject lands. Novo Nordisk Production Ireland Limited, shall submit a copy of its landscaping and security plan to the Council’s Development Department prior to the grant of the Master Lease for approval.
  4. That each party shall be responsible for their own professional (i.e., legal, engineering, architects, and other required consultants’) fees in this case.
  5. That Novo Nordisk Production Ireland Limited, shall pay any V.A.T., stamp duty or taxes arising at any stage in this transaction (except where any lawful exemption or relief therefrom applies), including on the creation of a Building Licence (if any), an Agreement to Lease or contract for sale, and a Master Lease.
  6. That the Council’s Solicitors shall draft the agreements, contracts and leases substantially in the forms previously provided to Novo Nordisk Production Ireland Limited, for review and may include further reasonable terms and conditions as deemed appropriate to give effect to the heads of terms set out herein, including provision for use of an expert or arbitrator process to settle any disputes arising, as appropriate, in order to achieve a reasonable balance in the protection of the parties’ respective interests in the matter. In the case of disputes concerning final measurement and valuation of the site for the purposes of calculating the Purchase Price, an arbitration clause shall refer to the appointment of a Chartered Valuation Surveyor to act as arbitrator. This person to be appointed by agreement of the parties or in default of agreement to be appointed by the President of the Society of Chartered Surveyors in the Republic of Ireland.  The costs of any arbitration to be borne equally by the parties.  
  7. That Novo Nordisk Production Ireland Limited, shall satisfy South Dublin County Council (acting reasonably) prior to exchange of the agreement for lease / contract for sale, that sufficient funds are available for the payment of the sums set out in paragraph 3 above, and prior to commencement of construction on foot of the final grant of planning permission or each phase thereof, to cover the capital costs of such construction or the relevant phase thereof as appropriate.
  8. That the above proposal is subject to the necessary approvals and consents being obtained in order to allow full construction activities.
  9. Novo Nordisk Production Ireland Limited, is asked to furnish a letter from their solicitors setting out the proper name of the intending purchaser. In the event of any name change to applicant prior to formal completion of the legal transfer, Novo Nordisk Production Ireland Limited, must provide documentary evidence to the Council proving that the new named party is one and the same as the named applicant heretofore to enable the transfer to complete.
  10. No agreement enforceable at law is created or is intended to be created until an exchange of contracts has taken place.

The lands being disposed of comprise lands acquired in 2015 from P. Healy, Maplewood Developments/M. Coyle & M. Madden, and Peamount Healthcare, and also in 2016 from M. McNulty, for extension to Grange Castle Business Park.

Colm Ward

Chief Executive