Heads of Terms for part title number IW52369
Property
Part Title Number IW52369
Identified in TP1 dated 12th March 2020
Newport
Isle of Wight
First Party
Isle of Wight Council
County Hall
High Street
Newport
First Party lawyer
Ben Gard
Isle of Wight Council
County Hall
Newport
Isle of Wight
PO30 1UD
Attn.
Tel. 01983 821000 x 6335
ben.gard@iow.gov.uk
Second Party
SCL Ltd
Innovation Centre,
St Cross Business Park,
Newport,
Isle Of Wight, England, PO30 5WB
Second Party Lawyer
Tony Holmes
Roach Pittis
62/66 Lugley Street
Newport
Isle of Wight
PO30 5EU

 1) Purpose of agreement
To remove the existing covenants imposed by the Original Agreement dated 12th
March 2020 entered into by the First Party over the Second Party’s land and
simultaneously to enter into an overage agreement in connection with use of the
Second Party’s land in accordance with the use permitted as contained in the
Original Agreement.
Terms of the Proposed Overage
An overage payment will be due to the First Party from Second Party in the event of
the commencement of any development for uses exclusively prohibited by the
Original Agreement evidenced by a Material Commencement (see definition below)
of a planning consent.
The overage payment shall be calculated as 50% of the increase from the base
value, being the value of the land before commencement of the development and the
enhanced value, being the value of the land after commencement of the
development
This figure is to be calculated by a jointly appointed valuer agreed between the
parties, each party to have the ability to make representations to the valuer provided
such representations are disclosed to the other party. The valuer’s fee to be borne
equally between the parties, save that should the valuer confirm that there will be no
increase in the value of the land then the valuer’s fee shall be borne solely by the
Second Party. The valuer will have a duty of care to both parties.
In the event that either Party considers the value given by the valuer is incorrect they
can request an RICS appointed expert to deliver the final figure, the party objecting
to the original valuation shall bear these costs and the value given shall be deemed
as the final value.In the event no such application to the RICS is made with 21
working days of the valuers written report then the value set out in the report will
have deemed to be accepted by both parties.
Should both parties consider the value incorrect then the fees to be split equally.
Fees
The Second Party shall be responsible for their own legal fees in connection with this
Agreement and shall be responsible for the First Party’s legal fees in the sum of
£1,500 plus VAT.
2) Other matters
The First Party shall grant such easements as is necessary for the Second Party to
gain access to the unadopted road fronting the land and for the connection of
services conduits which are over or under the unadopted road. In addition the first
party shall also agree to covenant with the second party that it will on request
execute and deliver any Deeds of Grant, Wayleave, Licence or other documentation
in such form which may be required by any local authority, provider of
Services/Utilities in respect of the supply, construction and maintenance of conduits,
cables and drains new or situate within the unadopted road. SCL to pay IWC;’s costs
associated with it.

 An agreement was entered into by the parties on the 12th March 2020 (the option
agreement) the purpose of this agreement was to encourage one party (SCL) to
develop the land which is the subject of the covenants as above in a certain
timescale.
The parties have agreed that this option to be nullified and replaced by an
agreement that SCL will pay IWC the sum of £20,000 should development not be
commenced within 2 years of this deed of variation, and a further sum of £40,000
should the development not commence on the land within a further period of 3 years.
Commencement of development to be defined as the date that material
commencement has occurred (Material Commencement to be defined as in the
original agreement).
3) Further matters
A further agreement was reached between the parties which bound the land (IW
52369 and IW17094) to remain in a single freehold ownership. The parties have
agreed that this will be removed and replaced by the following method of payment to
the first party by the second party.
In the event there is a disparity in the value of an individual investment lot where an
independent valuer considers it would (pro- rata) attract a higher value for the same
use (all things being equal) when compared to a single investment sale (to one
party) of the same units (pro- rata) on all of the land edged in blue. Then SCL will
share 50% of any increase in the land value
The precise mechanism for the calculation to be agreed between the parties
Conditions: The first party wishes once the above matters have been executed that
in any further matters the second party to bear all costs in connection with assessing
the amount due under (3) above.
Subject to:

1. Contract
2. Formal council approval NB for the purposes of clarity, terms
amended/agreed after the approval of the cabinet member report still
require formal IWC approval in the form of email confirmation
3. Subsequent purchasers to be bound by the same terms if not
already discharged

End