Ventnor Botanic Gardens Proposed Draft Heads of Terms (Subject to Contract) Lessor: Isle of Wight Council, County Hall, High Street, Newport, Isle of Wight, PO30 1UD . Lessee: Ventnor Botanic Garden Community CIC (company number 07976468) Address and The premises known as Ventnor Botanic Gardens, Undercliff Drive, Description of Ventnor, Isle of Wight; for the purpose of identification shown edged red on Property: the attached plan the northern site of which abuts Steephill Court Road), and excluding the cricket club. Registered Title number HP71015. Boundary Issues: The Lessors will endeavour to resolve boundary issues relating to the following properties as soon as possible: 16A Steephill Court Road 18 Steephill Court Road 20 Steephill Court Road 22 Steephill Court Road 24 Steephill Court Road 26 Steephill Court Road In addition it will endeavour to resolve the right of way issues relating to the cricket club over the car park of the Gardens. Term: The Lease is to be for a term of 125 years. At the end of this term there will be an option to renew for a further 125 years on substantially the same terms provided that the covenants within the lease have been adhered to and the pursuit of the outcomes continues. Rent Reviews: There will be no rent review. Rent: £1 per annum, if demanded. Repairs: The Lessee will be responsible for all repair and maintenance to the property, including the buildings, identified sub-terranean structures and tunnel to the cliff edge, and must keep it to the current standard as a minimum, but will not be liable to return it to the Lessor in any better condition than as at the date of this Lease. The Lessor will place £200,000 into a ring-fenced account for a fixed period of 5 years, and the Lessee will be able to draw down against this account towards the repair/restoration of specific buildings/structures including Signal Point House; the temperate house; the former smugglers museum and associated tunnels; the remaining Victorian foundations and subways relating to the site of the former Royal Hospital within the grounds. Any such works would have to be approved by IWC prior to placement of contracts, and payment would be made to the Lessee upon receipt of valid invoices. Drawdown against the £200,000 is predicated upon the Lessee undertaking its (close to £800,000) investment in the Gardens as set out in its bid document. In the event that the Lessee does not implement its own investment the £20,000 contribution from the council will be repayable on a pro-rata basis. Excepted from this will be works to the sewerage treatment plant – see later heading. D - 51 Insurance: The Lessee will be responsible for all insurances relating to the property. Outgoings: The Lessee will be responsible for all appropriate outgoings relating to the property (including, but this is not an exclusive list, business rates, water rates, electricity, water, gas and telephones). Permitted Use: As a botanic garden with ancillary uses including, but not limited to, tourist/visitor attraction, plant and gift shop sales, catering, room hire and event/exhibition gallery venue, and for no other use unless previously agreed in writing by the Lessor (subject to any other appropriate consents that may be required, such as the Big Lottery Fund). Outcomes: The Lessee will be responsible for delivery of the outcomes set out in the Expressions of Interest document (as attached) with the main outcomes being: Outcome One – The Garden will continue to develop as a centre of botanic excellence and a tourist destination with an international reputation for its exceptional location, presentation and interpretation. Outcome Two – The Garden will be a successful not for profit financially sustainable social enterprise run for the benefit of the community. Access: The Lessee must ensure that the property remains open to the public in accordance with the grant conditions of the Big Lottery Fund and must comply with all other conditions contained within that grant, including pursuit of the original Project Purpose as defined in the grant application. Alienation: The Lessee will not be allowed to assign, sublet or part possession with part only of the property without the prior written consent of the Lessor (and, where necessary, the Big Lottery Fund), and then only on the basis of occupational leases and not ground leases for a capital sum (to prevent parts of the site being sold ground leasehold). The lessee may sublet existing outbuildings provided that the tenants and their business, charity, or craft supports the Outcomes and the other conditions stipulated in this lease. Any existing leases, such as the electricity substation, will transfer with this head lease. It is understood that a copy of the lease relating to the electricity substation has yet to be found – the Lessor will, however, use its best endeavours to provide a copy of this lease to the Lessee within 60 days of Transfer Date. In the event that the Lessee wishes to dispose of the property in its entirety it must first be transferred to the Ventnor Botanic Garden Friends Society under the asset lock provisions of the CIC. Only in the event that this transfer fails or becomes invalid the property in its entirety must then be offered back to the Lessor and only if the Lessor chooses not to accept a surrender of the Ground Lease can the Lessee seek to assign or sublet the property as a whole, subject to the Lessor’s prior written consent (and that of the Big Lottery Fund, if required). Premium: The Lessee will pay to the Lessor a premium of £1 for the benefit of this leasehold interest. Costs: Each party will be responsible for their own legal and surveyors costs incurred in this transaction. The Lessor will bear the costs of any pre-existing property boundary disputes until such time as they are resolved to the joint satisfaction of the Lessor and the Lessee D - 52 Sewerage Treatment The sewerage treatment plant is to be temporarily excluded from the Plant: demise until such time as the Lessor has either successfully transferred the plant to Southern Water or there have been no identified adverse discharge problems with the Environment Agency for 3 years from the date of transfer. In either event the temporary exclusion will expire and the sewerage treatment plant will become the responsibility of the Lessee. Where practicable, removal of sewage is to be done outside normal Garden opening hours, except in the event of an emergency. Rights: This Ground Lease will be subject to any existing rights of way or rights of access on or over the demise, such as the coastal footpath, or the rights of access and to lay and maintain electricity cables leading to the electricity substation. The Lessor is to advise the Lessee of any such restrictions related to existing rights of way. Works: Any works undertaken by the Lessee to the property must be undertaken in accordance with relevant British Standards (where they exist) and to a good and workmanlike standard (where no such British Standards exist). Consents: The Lessee will be responsible for obtaining all relevant planning, listed building, building regulation and any other consents required for undertaking works to the property. Specifically they must obtain all appropriate consents from the Big Lottery Fund. The Lessor’s consent, not to be unreasonably withheld, must be obtained before any such applications are made by the Lessee. Grants: The Lessee will be responsible and accountable for the application for any grants or any other funding from third parties in respect of managing the site and for any works thereon. For the avoidance of doubt the Lessor will not provide any funding towards the management or works to the property. D - 53.