CLYDE&Co

THE CORNWALL COUNCIL

and

W H BOND & SONS LIMITED

and

BOND HOLDINGS LIMITED

and

CEG LAND PROMOTIONS LIMITED

and

BARCLAYS BANK PLC

Planning obligation by agreement under Section 106 of the Town and Country Planning Act 1990 relating to Land at Broadmoor Farm, West Saltash, Cornwall

F.4

Contents

1 Definitions and Interpretation

2 Statutory Provisions

3 Covenants

4 Owner's Further Agreement

5 Registration

6 Notices

7 Settlement of Disputes

8 CIL Regulations

9 Consent of the Bank and the Applicant

10 Section 73 Permissions

11 Jurisdiction

Schedule 1 : Land

Schedule 2 : Obligations and Restrictions

Schedule 3 : Affordable Housing

Schedule 4 : Highway Works

Schedule 5 : Public Transport

Schedule 6 : Public Access

Schedule 7 : Education

Schedule 8 : SAC/SPA

Schedule 9: Health

Schedule 10 : Employment

Schedule 11 : Open Space Play Facilities and Sports Pitches

Schedule 12 : Dam Mitigation

Schedule 13 : Council's Covenants

Appendix A : Sale Notice

Appendix B : Affordable Housing Mix

Appendix C : Offer

Appendix D : Evidence of eligibility of Qualifying Persons

Appendix E : Specification for the Primary School.

Appendix F : Plans/Drawings

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Deed

Dated: 13 Oda'rv-A 2__0 1 + Between:

(1) THE CORNWALL COUNCIL of County Hall Treyew Road Truro TR1 3AY ("the Council")

(2) BOND HOLDINGS LIMITED (Company Registration No: 02953929) of Trerule Farm Trerulefoot Saltash Cornwall PL 12 5BL ("the First Owner")

(3) W H BOND & SONS LIMITED (Company Registration No: 03240088) of Trerule Farm Trerulefoot Saltash Cornwall PL 12 5BL ("the Second Owner")

(4) CEG LAND PROMOTIONS LIMITED (Company Registration Number (C52803) of Office 18, Verdala Business Centre, Level 1, LM Complex, Brewery Street, Mriehel, Malta (incorporated in Malta) ("the Applicant")

(5) BARCLAYS BANK PLC (Company Registration No: 1026167) of UK Banking Service Centre PO Box 299 Birmingham B1 3PF ("the Bank")

Whereas

(A) The Council is the local planning authority for the purposes of this Deed for the area within which the Land is situated and by whom the obligations contained in this Deed are enforceable

(B) The First Owner is interested as freehold owner of that part of the Land which is registered at HM Land Registry with title absolute under title numbers: (i) CL60064 subject to the charge made between the First Owner and the Bank dated 29 November 2004; and (ii) CL71039

(C) The Second Owner is interested as a freehold owner in that part of the Land which is registered at HM Land Registry with title absolute under title numbers: (i) CL 193995 and CL260689 subject to the charge made between the Second Owner and the Bank dated 4 September 2009; and (ii) CL279915

(D) On 31 May 2103 the Applicant entered into an agreement with the Owner, pursuant to which: (i) it agreed to promote the development of the Land in the manner envisaged in this Deed; and (ii) it secures a charge over the Land in the event that the Planning Permission is granted

(E) The Applicant has a legal interest in the Land by virtue of the agreement referred to at Recital (D) above

(F) The Application has been submitted to the Council on behalf of the Applicant and the Owner

(G) The Counci l is minded to grant the Planning Permission subject to the prior completion of this Deed

(H) The Council confirms that the purposes to which the Education Contribution is required to be applied in accordance with this Deed have not been the subject of more than four (4) separate planning obligations under Section 106 of the Act since 6 April 2010

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Now this Deed is made in pursuance of Section 106 of the 1990 Act and contains planning obligations and is a planning obligation for the purposes of that Section and Witnesses as follows:

Definitions and Interpretation

It is agreed and declared as follows for the purposes of this Deed the following expressions shall have the following meanings:

1.1 Definitions

the 1980 Act means the Highways Act 1980;

the 1990 Act means the Town and Country Planning Act 1990;

the 1999 Act means The Contracts (Rights of Third Parties) Act 1999;

Advertising means the advertising for sale or letting of any interest in the relevant Affordable Dwelling in accordance with a scheme to be approved by the Council which scheme shall include unless otherwise agreed with the Council :

(a) in the case of Affordable Rented Dwellings an advertisement on the website of Cornwall Homechoice or such other similar website for advertising affordable homes which are ready for letting as agreed by the Council

(b) in the case of RP Shared Ownership Dwellings or Intermediate Homes for Sale an advertisement on the website of Help to Buy South West or any other similar organisation promoting intermediate market housing; and

(c) such other local advertising as shall be agreed in writing by the Council

Affordable Dwellings means those Dwellings (including any associated parking space(s) and residential curtilage) to be provided as Affordable Housing in accordance with Schedule 3 of this Deed and the approved Affordable Housing Scheme and Affordable Housing Mix and which shall comprise:-

(a) no less than sixty percent (60%) Affordable Rented Dwellings; and

(b) no more than forty percent (40%) Intermediate Dwellings

in each Phase and in each case to be constructed on the Land pursuant to the Planning Permission and Affordable Dwelling means any one of the said dwellings;

Affordable Housing means affordable housing within the meaning of Annex 2 of the NPPF (including any updating provisions to the NPPF) provided to a Qualifying Person whose needs are not met by the market;

Affordable Housing Land means the plots forming part of the Land upon which the Affordable Dwellings are to be constructed;

Affordable Housing Mix means the number (as a percentage of the overall number of Affordable Dwellings), size and mix of Affordable Dwellings set

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out in Appendix B to this Deed or such other percentage, size and mix as may be agreed in writing with the Council according to the housing needs at that time;

Affordable Rent a rent which does not exceed eighty percent (80%) of the Open Market Rent (inclusive of any service charges) for the relevant property type and in any event should not exceed the published Local Housing Allowance for the relevant property type and in the relevant rental market area allowing for any modifications to a level of allowance as published from time to time by the Government SAVE THAT the rent charged under all lettings may be increased annually by a proportion equivalent to an increase by the General Index of Retail Prices plus one percent (1%);

Affordable Rented Dwellings means those Affordable Dwellings to be constructed on the Affordable Housing Land and let by a Registered Provider to households who are eligible for social rented housing constructed to Housing Standards and let at an Affordable Rent;

Affordable Housing Quantum means the number of Affordable Dwellings to be provided in each Phase which shall be the maximum number of Affordable Dwellings that would be Financially Neutral PROVIDED ALWAYS THAT the number of Affordable Dwellings shall be no more than forty percent (40%) and no less than twenty seven and a half percent (27.5%);

Affordable Housing Scheme means, in respect of each Phase, a scheme for the provision of Affordable Dwellings within that Phase which shall include (unless otherwise agreed in writing by the Council) :

(a) the Affordable Housing Quantum;

(b) details of the tenure of the Affordable Dwellings

(c) arrangements for the provision of the Affordable Dwellings;

(d) location of the Affordable Dwellings

(e) details of the unit size of the Affordable Dwellings;

(f) details of the basis of calculation of any service charges, ground rents or management fees to be applied to the Affordable Dwellings;

(g) details of the construction and equipping of the Affordable Dwellings;

(h) the name of the Registered Provider (if known);

(i) arrangements for the transfer of the Affordable Dwellings; and

0) details of the design and quality standards to be applied to the Affordable Dwellings;

Alternative Affordable Home means either:

(a) a social rented dwelling and affordable rented dwelling or an intermediate dwelling provided by a Registered Provider; or

(b) an intermediate rented dwelling or an intermediate home ownership dwelling provided by a private developer,

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and in either case located in the County;

Application means the application for the Planning Permission which was submitted to the Council on 12 March 2014 and allocated reference number PA14/02447;

Assured Tenancy means an assured tenancy or an assured shorthold tenancy under the Housing Act 1988 as amended by the Housing Act 1996 or such other similar form of periodic tenancy permitted under any statutory modification;

Bus Service Implementation Date means the date when the Interim Bus Service is first brought into operation;

Bus Services means together the Interim Bus Service and the Full Bus Service;

CIL Regulations means the Community Infrastructure Levy Regulations 2010;

Carkeel Traffic Calming Contribution means the sum of seventy thousand pounds (£70,000) increased by the Percentage to be used by the Council to carry out the Carkeel Traffic Calming Works;

Carkeel Traffic Calming Design Contribution means the sum of five thousand pounds (£5,000) increased by the Percentage to be used by the Council to carry out the design work as part of the Carkeel Traffic Calming Consultation;

Carkeel Traffic Calming Consultation means a public consultation exercise to be carried out by the Council in respect of the Carkeel Traffic Calming Works;

Carkeel Traffic Calming Scheme means a scheme for the delivery of the Carkeel Traffic Calming Works;

Carkeel Traffic Calming Works means those traffic calming measures (to be carried out by the Council) identified pursuant to the Carkeel Traffic Calming Consultation;

Carkeel Traffic Regulation Order means a traffic regulation order (if required) to give effect to the Carkeel Traffic Calming Works;

Carkeel Traffic Calming Consultation Contribution means the sum of five thousand pounds (£5,000) increased by the Percentage to be used by the Council to carry out the Carkeel Traffic Calming Consultation;

Category 2 Accessible and Adaptable Dwellings means dwellings which are built to standards which require that:

(a) reasonable provision is made for people to gain access to, and use, the dwelling and its facilities; and

(b) such provision must be sufficient to: (i) meet the needs of occupiers with differing needs, including older or disabled people; and (ii) allow adaptation of the dwelling to meet the changing needs of its occupants over time

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as specified in the 'Optional Requirement M4(2) Category 2: Accessible and adaptable dwellings' section of the Building Regulations 2010 Approved Document M 2015 edition or such similar standards and regulations that may replace them;

Commencement Date means the date of Commencement of Development;

Commencement of Development means the date on which any material operation (as defined in Section 56(4) of the 1990 Act) forming part of the Development begins to be carried out other than (for the purposes of this Deed and for no other purpose):

(a) operations consisting of site clearance;

(b) demolition work;

(c) archaeological investigations;

(d) investigations for the purpose of assessing ground conditions;

(e) remedial work in respect of any contamination or other adverse ground conditions;

(f) diversion and laying of services;

(g) any underground works;

(h) laying of accesses (temporary);

(i) erection of any temporary means of enclosure/site security;

G) the temporary display of site notices or advertisements;

(k) any other preparatory works as may be agreed with the Council;

and Commence and Commence Development shall be construed accordingly;

Cornwall Homechoice means a choice based scheme developed and operated in partnership between the Council and Registered Providers;

County means the county of Cornwall ;

Dam means the Latchbrook Leat flood impoundment dam located on the course of the Lathchbrook Leat at grid reference SX40895880;

Dam Mitigation Contribution means the sum (if any) identified in the Dam Study approved pursuant to Paragraph 1 of Schedule 12 of this Deed to be paid to the Council as agent for the Environment Agency to mitigate the impacts of the Development on the Dam subject to a maximum of four hundred and sixty thousand pounds (£460,000) increased by the Percentage PROVIDED THAT this sum shall also include the costs incurred in undertaking the Dam Study PROVIDED FURTHER THAT no sum shall be payable in respect of works of repair and maintenance to the Dam;

Dam Mitigation Works means the works (if any) to be undertaken on the Land to mitigate the impacts of the Development on the Dam;

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Dam Study means an assessment of whether any mitigation (being the Dam Mitigation Works or off site works to be funded by the Dam Mitigation Contribution) of the impacts of the Development on the Dam is necessary such assessment to include the following:

i) an assessment of the Dam's current spillway and structure to manage flows associated with the Probable Maximum Flood ("PMF") post completion of the Development over the lifetime of the Development (taken to be 100 years) ; and

ii) details of any scheme to manage flood risks of the Probable Maximum Flood entirely within the Land or any part thereof; and

ii) in the absence of a scheme to manage flood risks of the PMF entirely within the Land (or any part thereof) the design recommendations to upgrade elements of the Dam to safely manage the PMF over a 100 year lifetime; and

iii) if applicable, detailed designs, costings and timings for the completion of identified works of mitigation in relation to the Dam;

Development means mixed use residential-led development, including, preparatory works including demolition of existing farm buildings as necessary; up to 1000 residential units (Use Class C3); care home up to 80 beds or sheltered housing up to 50 units, or combination thereof (Use Classes C2/C3); up to 6 hectares of employment land (Use classes B1/B2/B8); 1 neighbourhood centre approximately one hectare, including uses in use classes A1/A2/A3/A4/A5 (up to 1000 sqm, including convenience store up to 400 sqm), B1a, C3, D1/D2, with associated car parking, landscaping works (including a village square) and public realm; one commercial centre approximately 0.5 hectares (including uses in classes A1/A2/A3/A4/A5 (including convenience store up to 60 sqm), C1 (including hotel of up to 60 bedrooms), C3, D1/D2) with associated car parking, landscaping works (including a central space) and public realm; education facilities (including a minimum 1.3 hectare site for primary school); open space including parks, amenity green space, natural and semi-natural green spaces, outdoor sports provision, facilities for children and young people, allotments, community orchards and forest gardens; associated infrastructure works (undergrounding of overhead electrical power lines, internal access roads, footpaths/cycleways including a pedestrian bridge across the A38); and landscaping works (including surface water drainage and levelling/creation of earth bunds/mounds), the construction of a western access, comprising a roundabout and link road off the A38 and associated highways works, an eastern access comprising a roundabout off the A388; footpaths/cycleway, landscaping and associated engineering/infrastructure works, and improvements to the existing highway (including Carkeel/A38 and Avery Way/A388 roundabouts);

Development Profit means the gross profit as a percentage of the Gross Development Value after deducting costs in accordance with the Updated Viability Assessment;

Dwelling means any dwelling permitted pursuant to the Planning Permission and the term Dwellings shall mean all of them;

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Eastern Access Works means the construction of a roundabout on the A388 road and improvement works to Avery Way as shown indicatively on drawing numbers 10193-HL-301; 10193-HL-311 annexed to this Deed;

Employment Use means any use falling within Use Class B pursuant to the Town and Country Planning (Use Classes) Order 1987;

Employment Use Area means that part of the Development comprising 6 hectares which is proposed for Employment Use as shown shaded pink on drawing number PS30947-012.3 Rev J annexed to this Deed;

Exempt Person means any person who:

(a) has exercised the right to acquire pursuant to the Housing Act 1996 or any statutory provision for the time being in force (or any equivalent contractual right) in respect of a particular Affordable Dwelling;

(b) has exercised any statutory right to buy (or any equivalent contractual right) in respect of a particular Affordable Dwelling;

(c) has been granted a Shared Ownership Lease in respect of a particular Affordable Dwelling and the person has subsequently purchased one hundred percent (100%) of the equity in the said Affordable Dwelling on final staircasing;

Expert means a person having appropriate qualifications and local knowledge and experience in the matters in dispute as agreed by the Relevant Parties or such person as is nominated by the President pursuant to Clause 7 of this Deed;

Financially Neutral means the Development Profit would enable a competitive return as required by the NPPF;

Footpaths means those footpaths shown with a dotted line on the Pedestrian/Cycle Routes Parameter Plan drawing number PS30947-012.7 Rev H annexed to this Deed and which for the avoidance of doubt does not include the two (2) existing public rights of way that traverse the Land;

Full Bus Service means the diversion and/or extension of existing bus routes 5 and SA (or such other bus routes operating in the vicinity of the Land as may be agreed in writing by the Council) operating in accordance with the details set out in Schedule 5;

Gross Development Value means the aggregate sum of all projected receipts receivable through the Development as derived from the Updated Viability Assessment;

Health Facility means the health facility to be provided within the Health Facility Space;

Health Facility Contribution means the sum of three hundred and eighty four thousand pounds (£384,000) increased by the Percentage to be used by the Council for the purposes of providing a health facility and/or extending or enhancing an existing health facility within the Town, in each case to serve the Development;

Health Facility Space means an area of not less than two hundred square metres (200m2

) within the Neighbourhood Centre;

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Health Option 1 means the payment of the Health Facility Contribution pursuant to Paragraphs 1.3 - 1.6 of Schedule 9;

Health Option 2 means the provision of the Health Facility Space and Completion of the Health Facility;

Health Option 1 Notice means the written notice to be served by the Owner under Paragraph 1.1 of Schedule 9 advising that Health Option 1 shall apply;

Health Option 2 Notice means the written notice to be served by the Owner under Paragraph 1.1 of Schedule 9 advising that Health Option 2 shall apply which shall include a programme for the: (i) construction of the Health Facility to shell and core; (ii) grant of a lease to a health practice PROVIDED THAT any such lease shall include a covenant to ensure that the tenant medical practice shall offer its service to Occupiers; and (iii) Completion of the Health Facility;

Highway Agreement means an agreement entered into pursuant to Section 38 and/or Section 278 of the 1980 Act;

Homes and Communities Agency means the body for the time being having or being responsible for providing financial assistance to bodies including Registered Providers of social housing for the purpose of improving the supply and quality of housing in England now conferred on such body under the Housing and Regeneration Act 2008 or any legislation replacing or amending the same;

Household means anyone who may reasonably be expected to reside with the Qualifying Person(s);

Housing Need means being homeless or threatened with homelessness or living in accommodation which in the opinion of the Council is Insecure or unsuitable and being unable to purchase or rent reasonably suitable accommodation in the open market for property in the locality where the Affordable Dwelling is situated taking into account the person's income and capital and other financial circumstances PROVIDED THAT accommodation may be unsuitable on the grounds of cost, overcrowding unfitness or lack of basic amenities or because of a person's infirmity physical disability mental disability or specific social or care needs AND PROVIDED FURTHER THAT for the avoidance of doubt households being allocated Affordable Rented properties through Cornwall Homechoice are deemed in housing need;

Housing Standards means homes built to the minimum gross internal floor areas and storage (m2) for the relevant property type and size as set out in the Department for Communities and Local Government document Technical Housing Standards - Nationally Described Space Standards' first published in May 2015 or any other similar standards that may replace these;

Insecure means accommodation which the Qualifying Person does not have a legal right to occupy in the long term;

Interest means four percent (4%) above the Base-lending rate of the National Westminster Bank Pie from time to time or such other bank as the Council may notify the Owner;

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Interim Bus Service means the provision of one (1) or more mini-bus services operating between the Land and Saltash town centre which offers a frequency of approximately one (1) bus every thirty (30) minutes during peak hours from the Land on every day excluding Sunday or any bank or public holiday;

Interim Bus Service Implementation Date means the date on which the Interim Bus Service is implemented;

Intermediate Dwellings means those Affordable Dwellings to be constructed on the Affordable Land comprising the RP Shared Ownership Dwellings and Intermediate Homes for Sale;

Intermediate Homes for Sale means those Intermediate Dwellings to be sold at a discount of the Open Market Value in accordance with the provisions of Part 2 of Schedule 3 of this Deed;

Intermediate Rent means a rent which does not exceed eighty percent (80%) of the Open Market Rent (inclusive of any service charges) for the relevant property type and in any event should not exceed the published Local Housing Allowance for the relevant property type and in the relevant rental market area allowing for any modifications to a level of allowance as published from time to time by the Government;

Land means the land referred to in Schedule 1 ;

Letting Notice means a notice the content of which is to be agreed with the Council which contains details of the property to be let and which shall include (unless otherwise agreed with the Council):

(a) the name and address of the landlord and owner;

(b) address of the property;

(c) weekly or monthly rent (not to exceed eighty percent (80%) of Open Market Rent);

( d) amount and breakdown of any service charge per week, month or annum;

(e) details of any additional charges;

(f) any age or other occupancy restrictions;

(g) property type;

(h) property size;

(i) heating type;

U) details of mains services in the property;

(k) availability of parking space/garage;

(I) any disabled adaptations;

(m) provision of any support services;

and which is delivered to the Council, clearly addressed and marked for the urgent attention of the Head of the Planning and Regeneration Service

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PROVIDED THAT an advertisement for the Affordable Dwelling placed on Cornwall Homechoice and approved by the Council shall be considered a Letting Notice for the purposes of Paragraphs 3 and 4 of Part 3 and Paragraph 8 of Part 4 of Schedule 3;

Local Connection means a connection with the Town or County as appropriate and demonstrated by that person or a member of their Household to the reasonable satisfaction of the Council:

(a) being permanently resident in the Town or County for a continuous period of at least twelve (12) months and that residence is of their own choice; or

(b) being formerly permanently resident in the Town or County for a continuous period of five (5) years; or

(c) having his or her place of permanent work (normally regarded as sixteen (16) hours or more a week and not including seasonal employment) in the Town or County; or

(d) having a connection through a close family member (normally mother, father, brother, sister, son or daughter) where the family member is currently resident in the Town or County and has been so for a continuous period of at least five (5) years; or

(e) being in such other special circumstances which the Council considers requires the applicant to reside in the Town or County and which is consistent with the Council's Cornwall Homechoice policy as amended from time to time;

Local Housing Allowance means the flat rate rental allowance providing financial assistance towards the housing costs of low income households for different rental market areas and property types set out and reviewed by the Valuation Office Agency under a framework introduced by the Department of Works and Pensions or such similar framework that may replace it;

Management Company means a management company or equivalent body to be established by the Owner to (amongst other things) manage and maintain the Sports Pitch Land, the Play Land and the Open Space Land or any part thereof PROVIDED THAT the objects of the management company shall include responsibility for the maintenance and management of the Sports Pitch Land, the Play Land and the Open Space Land (as the case may be) PROVIDED FURTHER THAT the Owner shall be entitled (at its discretion) to establish more than one Management Company or equivalent body;

Mortgagee means either:

(a) the mortgagee of the Land or any part thereof; or

(b) the mortgagee of an individual Affordable Dwelling where the mortgagor has defaulted on the particular mortgage

(c) any mortgagee or chargee of the Registered Provider or any receiver or manager (including an administrative receiver) appointed pursuant to the Law of Property Act 1925 or otherwise

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Mortgagee's Duty means the tasks and duties set out in Paragraph 7 of Schedule 3 of this Deed;

MUGA means a minimum of two thousand, two hundred and twenty five square metres (2,225 sqm) multi-use games area provided as part of the Development;

Neighbourhood Centre means the neighbourhood centre to be constructed pursuant to the Planning Permission as shown on Parameter Plan 3: Land Use drawing number PS30947-01 2.3 Rev J annexed to this Deed;

Non-Designated Footpath means any Footpath that is not a public right of way;

NPPF means the National Planning Policy Framework (2012);

Occupation means occupation for the purposes permitted by the Planning Permission but not including occupation by personnel engaged in construction, fitting out or decoration or occupation for marketing or display or occupation in relation to security operations and Occupied and Occupy shall be interpreted accordingly;

Occupier means an occupier of the Development from time to time;

Offer means an offer in writing to Transfer the Affordable Dwellings and the Affordable Housing Land within the relevant Reserved Matters Land made by the Owner to the Registered Provider in the form set out and completed in accordance with Appendix C of this Deed;

Open Market Dwellings means the Dwellings other than the Affordable Dwellings;

Open Market Rent means a local rent valued using the definition of the International Valuations Standard Committee as adopted by the Royal Institution of Chartered Surveyors and approved by the Council;

Open Market Value means the price which one hundred percent (100%) of the freehold interest in the relevant Affordable Dwelling would fetch if sold on the open market by a willing vendor and disregarding the obligations and restrictions contained in this Deed and approved by the Council;

Open Space Delivery Plan means a plan submitted by the Owner to the Council in writing prior to the Commencement of Development detailing the phased delivery of the Open Space Land and the Play Facilities which shall be in accordance with the Open Space Framework Plan annexed to this Deed and include: (i) a programme for their respective implementation (including, in respect of each of the Open Space Land and the Play Facilities in each Phase, triggers for their respective completion and transfer to the Management Company); (ii) a timetable for establishing, and specification for, the Management Company (including details as to how any estate charge shall be applied to cover its costs of managing and maintaining the Open Space Land, Play Facilities and Sports Pitches) (iii) the Open Space Maintenance Strategy (iv) the Open Space Specification, Play Specification and Sports Pitch Specification and (v) the phasing and delivery of the Open Space Land and the Play Facilities;

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Open Space Framework Plan means the drawing number PS30947-012-5 Rev J annexed to this Deed;

Open Space Land means the open space land, which shall be made available for use by the public in perpetuity and which shall be laid out in accordance with the approved Open Space Delivery Plan and Open Space Framework Plan comprising the following typologies (expressed as minima):

Open Space Typology Minimum Requirements (sq m)

Parks, amenity green 20,000 space

Natural, semi-natural 32,500 green space, green corridors

Provision for 1,600 children/Type 4 Children's Play

Allotments, community 2,300 orchards and forest gardens

Open Space Maintenance Strategy means a detailed specification for the management, maintenance and inspection schedules for the Sports Pitches, the Play Facilities and the Open Space Land;

Open Space Specification means a detailed specification for all landscaping and planting works associated with the Open Space Land to be delivered in accordance with The Landscape Institutes latest "Landscape Consultant's Appointment" up to and including work stage E, for planting, laying out and construction of the Open Space in accordance with relevant national standards and any guidance from the Council;

Outline Planning Permission means that part of the Planning Permission granted in outline;

Owner means the First Owner and the Second Owner;

Percentage means the percentage rise in the United Kingdom General Index of Retail Prices (All Items) when the last publ ished index figure before the day of payment is compared with the last published index figure before the date of this Deed but if the basis for calculation between the new and the old figures is officially published that method shall be used for the purposes of comparison under this provision;

Phase means each phase of construction of the Development identified pursuant to the phasing plan as approved pursuant to the Planning Permission;

Plan means drawing number ID30947-034 annexed to this Deed;

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Planning Administration Fee means the Council's charge to recover the expenses incurred by the Council in monitoring compliance with the obligations contained in this Deed;

Planning Permission means the planning permission for the Development pursuant to the Application which shall be substantially in the form of the draft decision notice which is appended to this Deed;

Play Facilities means together the Type 4 Children 's Play and the MUGA;

Play Land means that part of the Land comprised in the Development upon which the Play Facilities are to be provided;

Play Specification means a detailed specification for all landscaping and planting works associated with the Play Land to be delivered in accordance with The Landscape Institutes latest "Landscape Consultant's Appointment" up to and including work stage E, for planting, laying out and construction of the Open Space in accordance with relevant national standards and any guidance from the Council;

Practical Completion means: in the case of any highway works and the Sports and Play Land and the Health Facility, fit for its intended purpose and available for use; in the case of the Affordable Dwell ings, practical completion as evidenced by the issue of a certificate by an architect, surveyor or other suitably qualified professional person confirming that the construction of the Affordable Dwellings is complete internally and externally and is suitable and available for Occupation Practically Completed, Completed and Completion shall be construed accordingly;

President means the President of the Royal Institute of Chartered Surveyors from time to time;

Price means the sum as may be agreed with the Owner by the Registered Provider without the input of any Subsidy for the provision of the Affordable Dwellings;

Primary Education Contribution means the sum of two thousand seven hundred and thirty six pounds (£2, 736) increased by the Percentage per Qualifying Dwelling to be used for the provision of the Primary School on the Primary School Site;

Primary Option 1 Notice means the written notice to be served by the Owner under Paragraph 2.1 of Schedule 7 advising that the Primary Option 1 shall apply;

Primary Option 2 Notice means the written notice to be served by the Owner under Paragraph 2.1 of Schedule 7 advising that the Primary Option 2 shall apply;

Primary School means a half form four (4) class primary school with ancillary accommodation and infrastructure to enable expansion to a 1 form entry (7 class) primary School within the meaning of the Education Act 1996 to be provided in accordance with the specification annexed at Appendix E to this Deed;

Primary School Haul Route means a temporary access route across the Land as shown indicatively on Parameter Plan 2: Primary Access drawing

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number PS30947-012.2 Rev H suitable for the purposes of constructing the Primary School on the Primary School Site;

Primary Option 1 means the Owner's contributions towards the delivery of the Primary School and the subsequent transfer of the Primary School Site to the Council pursuant to Paragraphs 2.4 - 2.10 of Schedule 7;

Primary Option 2 means the Completion of the Primary School by the Owner pursuant to Paragraphs 2.11 - 2.13 of Schedule 7;

Primary School Site means: (i) in respect of Primary Option 1 a minimum of 2.1 hectares (of which 1.3 hectares is Serviced Land) within that part of the Land shown hatched in blue and marked 'NC' drawing number PS30947-012.3 Rev J as annexed to this Deed; and (ii) in respect of Primary Option 2 a minimum of 2.1 hectares including the Completed Primary School within that part of the Land shown hatched in blue and marked 'NC' on drawing number PS30947-012.3 Rev J;

Primary School Transfer Date means the date on which the Primary School Site is transferred to the Council;

Qualifying Dwelling means those Open Market Dwellings comprising two (2) or more bedrooms;

Qualifying Person means person(s) who (unless otherwise agreed with the Council) has a Local Connection with the Town or the County save that a person with a Local Connection with the Town shall take precedence PROVIDED THAT the Council reserves the right not to allow the sale or letting of an Affordable Dwelling to a Qualifying Person with a Local Connection with the Town should the sale or letting result in an under occupancy of the Affordable Dwelling by more than (1) one bedroom; PROVIDED FURTHER THAT in the case of a Dwelling which has been constructed or adapted to meet the needs of disabled persons the Council reserves the right to allow the sale or letting of an Affordable Dwelling to a disabled person who is either in Housing Need or releasing an Alternative Affordable Home elsewhere and who has a Local Connection with the County PROVIDED FURTHER THAT the Affordable Dwelling has first been offered to any disabled person who is either in Housing Need or releasing an Alternative Affordable Home elsewhere and who has a Local Connection with the Town SAVE THAT where an Affordable Dwelling is subject to the provisions of The Allocation of Housing (Qualification Criteria for Armed Forces) (England) Regulations 2012 such person(s) that fall within Regulation 3(3) of those regulations shall not be required to have a Local Connection with the Town or County;

Reasonable Endeavours means that (subject to the other terms of th is Deed) the Relevant Party under such an obligation will be bound to attempt to fulfil the relevant obligation by the expenditure of such reasonable and proportionate effort and/or sums of money and the engagement of such professional or other advisors as in all the circumstances may be reasonable to expect PROVIDED THAT the Relevant Party will not be required to issue proceedings (including any appeal) in any court, public inquiry or other hearing;

Reasonable Market Interest means potential purchasers and/or lessees have demonstrated a willingness to enter into a contract for the acquisition or lease of any part of the Employment Use Area;

1323758 43473154.1 14

Reasonable Service Charge means a sum that covers the contributions required from time to time for those services and facilities which are of a nature and to a standard reasonably required in connection with the Affordable Dwelling such as maintaining repairing and keeping secure the relevant Affordable Dwelling and its common parts the cleaning and lighting of common parts and the maintenance of any communal gardens or landscaping areas that directly benefit the Affordable Dwelling;

Registered Provider means a body which is:

(a) registered as a provider of social housing under part 2 of the Housing and Regeneration Act 2008 or such other class of body as may be constituted under any legislation replacing that provision; and

(b) approved by the Council;

Relevant Parties means the parties to this Deed or their successors in title and/or assigns and in the case of the Council includes any statutory successors as local planning authority;

Reserved Matters Application means an application for reserved matters approval pursuant to the Outline Planning Permission;

Reserved Matters Approvals means a Reserved Matters Approval granted pursuant to a Reserved Matters Application;

Reserved Matters Land means any part within a Phase which includes Affordable Dwellings and for which all Reserved Matters Approva ls have been obtained;

Roods Corner Works means alterations comprising a new roundabout as shown on the attached drawing number 10193-HL-502D;

RP Shared Ownership Dwellings means those Intermediate Dwell ings to be constructed on the Affordable Housing Land and which are owned and managed by or in partnership with a Registered Provider, constructed to Housing Standards and sold subject to a Shared Ownership Lease;

SAC means the Plymouth Sound Special Area of Conservation;

SAC/SPA Contribution means the sum of twenty five thousand pounds (£25,000) increased by the Percentage to be paid to the Council as agent for the Tamar Estuaries Consultative Forum for the monitoring and mitigation of the effects of the Development on the SPA and on the SAC;

Sale Notice means a notice which will be served for each Phase and contains details of the Affordable Dwellings to be sold in the form set out and completed in accordance with Appendix A to this Deed and which is delivered to the Council and clearly addressed to and marked for the urgent attention of the Head of the Planning and Regeneration Service;

Secondary Education Contribution means the sum of two thousand seven hundred and thirty six pounds (£2,736) increased by the Percentage per Qualifying Dwelling in each Phase to be used for the provision of secondary education at Saltash.net;

Section 73 Permission means any permission granted pursuant to Section 73 of the 1990 Act for the removal or variation of any of the conditions imposed on the Planning Permission;

1323758 43473154.1 15

Serviced Land means land at the boundary of which all Services are available as the Council shall reasonably require and such Services shall be capable of connection at no unusual or exceptional costs;

Serviced Plots means Serviced plots (of no less than 1.2 hectares in total) to be provided within the Employment Use Area and to be developed for Employment Use in accordance with the provisions of Schedule 1 O;

Services means water, effluent, gas, fuel, oil, electricity and telephone and Serviced shall be construed accordingly;

Shared Ownership Lease means a lease substantially in the form approved or published by the Home~ and Communities Agency whereby the tenant having paid an initial premium calculated by reference to a maximum of seventy five percent (75%) of the Open Market Value of the particular unit pays a rent in respect of the remain ing equity held by the Owner plus (if appropriate) a Reasonable Service Charge and whereby the tenant may in successive tranches purchase up to one hundred percent (100%) of the equity in the unit PROVIDED THAT such rent per annum shall : (a) initially be at a level not exceeding two and a half percent (2.5%) of the full Open Market Value of the Registered Provider's retained share of the relevant affordable unit; and (b) not be at a level which is in conflict with any applicable Homes and Communities Agency restrictions relating to charges payable by the tenant;

Slip Road Works means those works to improve slip road queuing capacity at Manadon Junction as shown on drawing number 10193-HL-701 Rev D annexed to this Deed;

SPA means the Tamar Estuaries Complex Special Protection Area;

Sports Pitches means the sports pitches comprising a minimum of thirty four thousand, five hundred square metres (34,500 sqm) to be provided as part of the Development upon the Sports Pitch Land;

Sports Pitch Land means that part of the Land comprised in the Development upon which the Sports Pitches are provided and as shown on the attached drawing number PS30947-012.5 Rev J;

Sports Pitch Specification means a detailed specification for all landscaping and planting works associated with the Sports Pitch Land to be delivered in accordance with the relevant Landscape Institutes and Sports England standards to be laid out as 'Type 4: Pipe drained with sand grooves ' as defined within Sport's England's Natural Turf for Sport Design Guide 2011 or such type to be agreed by the Council as part of the Open Space Delivery Plan;

Stoketon Cross Works means a new roundabout and associated access works on land near Stoketon Cross on the A38 (Trunk Road) and other access works to include the highway link between Roods Corner Junction improvement works along Top Lane and through the site subject of this permission and associated pedestrian and cycle infrastructure as shown on drawing numbers 10193-HL-201 B and 10193-H-L211 C;

Subsidy means social housing grant or similar provided by the Council and/or the Homes and Communities Agency or other such body as may succeed it;

1323758 434731 54.1 16

Transfer means in respect of the Affordable Dwellings the transfer to a Registered Provider of the freehold or grant of a lease for a term of at least one hundred and twenty five (125) years (or such other term as may be agreed in writing by the Council) and Transferred shall be construed accordingly;

Town means the town of Saltash within the County together with the parishes of Antony, Botus Flemming, Landrake, Landulph and Sheviock;

Type 4 Children's Play means the two (2) local equipped areas for play comprising a minimum of four thousand, two hundred and seventeen metres square (4,217) sqm) to be constructed as part of the Development in accordance with the Cornwall Council Open Space Strategy for Towns 2014;

Undeveloped Part means that part of the Primary School Site being not more than 0.8 hectares that remains undeveloped;

Updated Viability Assessment means an update to the Viability Assessment prepared substantially in accordance with the Viability Assessment;

Valuer means a professionally qualified valuer who is a member of the Royal Institution of Chartered Surveyors or equivalent;

Viability Assessment means the financial viability revie'v"J submitted with the Application (on a confidential basis) as prepared by Brookbanks and Turner Moram on behalf of the Owner; ·

Western Access Works means the construction of roundabout and link road off the unclassified road as shown indicatively on drawing numbers 10193-HL-211Rev C, 10193-HL-221 and 10193-HL-231 annexed to this Deed; and

Working Day means any day excluding any Saturday or Sunday or any bank or public holiday.

1.2 Interpretation

1.2.1 The expressions "the Owner" shall include their successors in title and assigns and any person(s) or body corporate deriving title through or under them.

1.2.2 The expression "the Council" shall include any successor to its functions as the local planning authority in relation to the Land and anybody to which all or part of its functions may lawfully have been transferred.

1.2.3 The expression "the Bank" shall include its successors in title permitted assigns and any future mortgagees or chargees of the Land (or any part of it).

1.2.4 Words importing the masculine gender only shall include all other genders and vice versa.

1.2.5 Words importing the singular shall include the plural and vice versa.

1.2.6 Words importing persons shall include companies and corporations and vice versa.

1323758 43473154.1 17

1.2. 7 Where any party consists of two or more persons companies or corporations the Deed expressed to be made by that party and the conditions and provisions contained in this Deed shall be deemed to have been made jointly and severally by the persons named as that party.

1.2.8 Save where a contrary intention is expressed a reference in this Deed to a clause or Schedule shall be deemed to be a reference to a clause or Schedule of this Deed and reference to a sub-clause paragraph or Part shall be deemed to be a reference to a sub clause or paragraph or Part of the clause or Schedule in which such reference appears.

1.2.9 All references to an Act of Parliament shall include any modification, extension or re-enactment of that Act for the time being in force and shall include all instruments, orders, plans, regulations, permissions and directions for the time being made, issued or given under that Act or deriving validity from it.

1.2.10 The clause and paragraph headings herein are for ease of reference only and shall not affect the interpretation of this Deed.

2 Statutory Provisions

2.1 This Deed is made pursuant to Section 106 of the 1990 Act and all other enabling powers and enactments which may be relevant for the purpose of giving validity to this Deed or facilitating the enforcement of the obligations in this Deed with the intent to bind the Owner's interest in the Land and to the intent that the obligations on the part of the Owner contained in this Deed fall within the provisions of Section 106 of the 1990 Act shall be planning obligations for the purposes of Section 106 of the 1990 Act and are enforceable by (and against) the Council as local planning authority subject as provided in this Deed.

2.2 No person shall be liable for breach of a covenant contained in this Deed after he shall have parted with all interest in the Land or the part in respect of which such breach occurs but without prejudice to liability for any subsisting breach of covenants prior to parting with such interest.

2.3 This Deed is conditional upon the:

(a) grant of the Planning Permission; and

(b) Commencement of Development

save for Clauses 4.1 (b) and (c) of this Deed which shall come into effect upon completion of this Deed and Paragraph 1.1 of Part 1, Schedule 2 and Paragraph 1 of Schedule 4 and Paragraph 1.1 of Schedule 9 and Paragraph 1 of Schedule 11 and Paragraph 1 of Schedule 12 which shall come into effect upon the grant of the Planning Permission.

2.4 If the Planning Permission is quashed, revoked or modified (without the consent of the Owner) or expires by the effluxion of time then this Deed shall cease to have effect provided always that at the time of the said quashing, revocation or modification the Development has not been Commenced.

2.5 The provisions of the 1999 Act shall not apply to this Deed and no third party shall have any rights to enforce the terms of this Deed PROVIDED THAT this Deed may be rescinded or varied without the consent of a third

1323758 43473154.1 18

party to whom an express right to enforce any of its terms has been provided.

2.6 Insofar as any clause or clauses of this Deed are found (for whatever reason) to be invalid, illegal or unenforceable, then such invalidity, illegality or unenforceability shall not affect the validity or enforceability of the remaining provisions of this Deed.

2.7 Nothing in this Deed shall prohibit or limit the right to develop the Land (or any part of it) in accordance with a planning permission (other than the Planning Permission) granted (whether or not on appeal) after the date of th is Deed.

2.8 Upon the performance, discharge or other fulfilment of the obligations (or any of them) of the Owner under this Deed, such obligation shall absolutely cease and determine save in respect of any antecedent breach.

2.9 Following the performance and satisfaction of all the obligations contained within this Deed the Council shall effect the cancellation of all entries made in its register of local land charges in respect of this Deed.

2.10 Where any consent, approval or expression of satisfaction is required to be given under this Deed, it shall not be unreasonably withheld or delayed.

2.11 Where it is provided in this Deed that the Council's consent, approval or expression of satisfaction is required then, unless otherwise stated, the Council shall respond as soon as is reasonably practicable and in any event within eight (8) weeks of receipt of a request PROVIDED THAT should the Council fail to respond in this period (or such other period as is stipulated in this Deed) it shall be conclusively deemed that the Council's consent, approval or expression of satisfaction has been given.

2.12 Save for the obligations in Schedule 3 (Affordable Housing) which shall continue in full force and effect in relation to the individual owners/occupiers of the Affordable Dwellings, this Deed shall not be enforceable against individual owner/occupiers or tenants of the Development (including their respective successors in title).

2.13 Nothing in this Deed shall require the Owner to perform any obligation whatsoever in, upon or under land outside its ownership or control unless such land shall be within the public highway but for the avoidance of doubt all restrictions on the Development contained in this Deed shall be observed by the Owner including all their respective successors in title.

3 Covenants

3.1 The Owner covenants with the Council to fulfil the obligations and restrictions specified at Schedules 2 - 12 of this Deed SUBJECT ALWAYS to the Owner covenanting with the Council as set out in Schedule 3 to this Deed only to the extent that such obligations are applicable to the form of Affordable Housing delivered pursuant to the Development.

3.2 The Council covenants with the Owner to fulfil the obligations and restrictions specified at Schedule 13 of this Deed.

4 Owner's Further Agreement

4.1 The Owner further agrees as follows:

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(a) to supply to the Council (within twenty one (21) days of the Council's written request to do so) such information as the Council within its reasonable discretion considers that it requires in order to determine whether the terms and conditions of this Deed are being observed;

(b) to pay the Council's reasonable legal fees and any costs properly incurred in the negotiation, preparation and execution of this Deed on completion of this Deed; and

(c) to pay the Council's Planning Administration Fee of three thousand six hundred and five pounds (£3,605) on completion of this Deed.

5 Registration

The Relevant Parties hereby consent to the registration of this Deed as a local land charge within the meaning of the Local Land Charges Act by the Council.

6 Notices

Any notice consent or approval required to be given under this Deed to any party to this Deed shall be in writing and shall be delivered personally or sent by pre-paid first class post to the address of the party aforesaid or such other address for service as shall have been previously notified by the party to the other parties.

7 Settlement of Disputes

7.1 Any dispute arising out of the provisions of this Deed (other than a dispute or difference concerning the meaning or construction of the Deed) may, on the written notice of either party to the dispute to the other, be referred to an Expert for determination PROVIDED THAT the provisions of this Clause shall be without prejudice to the right of any party to seek the resolution of any matter relating to the Deed by the courts and I or in accordance with Section 106(6) of the 1990 Act.

7 .2 The Expert shall be appointed jointly by the Relevant Parties who are in dispute and, in the absence of such agreement within one (1) month of service of the notice pursuant to Clause 7.1, be appointed by the President within one (1) month of an application being made by one of the parties.

7.3 The decision of the Expert shall be final and binding upon the Relevant Parties except in the case of manifest, material error and subject to the following provisions:-

(a) the charges and expenses of the Expert shall be borne equally between the Relevant Parties who are in dispute unless the Expert shall otherwise direct;

(b) the Expert shall invite written representations from each of the Relevant Parties to the dispute and shall make his final determination within one (1) month of his appointment PROVIDED THAT if the Expert fails to do so either of the Relevant Parties to the dispute may apply to the President for a substitute to be appointed in which case the same procedure shall be repeated;

(c) the Expert shall make his decision within the range of any representations made by the Relevant Parties who are in dispute;

1323758 43473154.1 20

(d) where there is a dispute as to the amount of any contribution the Owner shall pay its estimate of such contribution to the Council at the time specified in this Deed and shall pay any difference between that figure and the amount determined by the Expert within twenty eight (28) days of the Expert's decision together with Interest (if any) thereon calculated (in accordance with this Deed) from the date the payment was required until the date it is made.

7.4 The Expert shall act as an expert and not as an arbitrator.

a CIL Regulations

8.1 If a Court determines that any obligation contained within this Deed is not:

(a) necessary to make the Development acceptable in planning terms;

(b) directly related to the Development; and

(c) fairly and reasonably related in scale and kind to the Development

then such obligation shall immediately cease and determine (without any further act by the Relevant Parties).

8.2 The release set out in Clause 8.1 shall not affect the remaining obligations within this Deed which shall continue to have full force and effect.

9 Consent of the Bank and the Applicant

The Bank and the Applicant acknowledge and declare that this Deed has been entered into by the Owner with the Bank's and the Applicant's consent to the intent that the planning obligations shall be binding on the Land and that the security of the mortgage/charge over the Land shall take effect subject to this Deed PROVIDED THAT the Bank (and any future mortgagee or chargee of the Land (or any part of it)) and the Applicant (in its capacity as a chargee of the Land) shall only be liable for any breach whilst mortgagees in possession and shall not be liable themselves for any pre-existing breach.

1 o Section 73 Permissions

10.1 Unless the Council provides otherwise, if a Section 73 Permission is granted by the Council in relation to the Development then with effect from the date that such Section 73 Permission is granted:

(a) the obligations in this Deed shall (in addition to continuing to bind the Land in respect of the Planning Permission) relate to and bind all subsequent Section 73 Permissions and the Land itself without any further act by the Relevant Parties;

(b) the definitions of Development, Application, Planning Permission and Outline Planning Permission in this Deed shall be construed to include references to any applications under Section 73 of the 1990 Act, the Section 73 Permission granted pursuant to any such application and the development permitted by such Section 73 Permission

PROVIDED THAT:

(i) nothing in this Clause shall fetter the discretion of the Council in determining any application(s) under Section 73 of the 1990 Act; and

1323758 43473154.1 21

(ii) nothing in this Clause shall prevent the Council requiring further Agreements pursuant to Section 106 of the 1990 Act if any application pursuant to Section 73 of the 1990 Act will in the Council's opinion necessitate any variation of the obligations in this Deed.

(iii) to the extent that any of the obligations in this Deed have already been discharged at the date that any Section 73 Permission is granted they shall remain discharged for the purposes of the Section 73 Permission.

11 Jurisdiction

This Deed is governed by and interpreted in accordance with the law of England

In Witness whereof the Relevant Parties have executed this Deed on the day and year first before written

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Schedule 1: Land

All that piece or parcel of land known as Broadmoor Farm, West Saltash, Cornwall all of which said land is shown for identification purposes only edged with a red line on the Plan.

1323758 43473154.1 23

Schedule 2: Obligations and Restrictions

Part 1 - General Provisions

1 Notice of Commencement

1.1 Not to Commence the Development unless and until a notice has been served on the Council clearly addressed and marked for the attention of the Head of Planning and Regeneration for the Counci l confirming the date for the Commencement of Development.

2 Notices

2. 1 To provide the Council with no less than ten ( 10) Working Days prior written notice of each of the following:-

(a) the Bus Service Implementation Date;

(b) Occupation of the first (151) Dwelling;

(c) Occupation of the one hundred and seventy fifth (1751h) Dwelling;

(d) Occupation of the two hundredth (2001h) Dwelling;

(e) Occupation of the four hundredth (4001h) Dwell ing;

(f) first Occupation of the Employment Use Area;

(g) Occupation of the six hundredth (6001h) Dwelling;

(h) Occupation of the eight hundredth (8001h) Dwelling;

3 Development Standards

3.1 To construct a minimum of fifteen percent (15%) of the Affordable Dwellings within the first three hundred (300) Dwellings as Category 2 Accessible and Adaptable Dwellings.

3.2 To use Reasonable Endeavours to achieve the target of constructing twenty five percent (25%) of the remaining seven hundred (700) Dwellings as Category 2 Accessible and Adaptable Dwellings PROVIDED THAT for the avoidance of doubt the default position for the remaining Seven Hundred (700) Dwellings shall be a minimum of fifteen percent (15%) Category 2 Accessible and Adaptable Dwellings.

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Schedule 3: Affordable Housing

Part 1 - General Provisions

Affordable Housing Mix

1.1 Unless otherwise agreed in writing by the Council , not to provide the Affordable Dwellings otherwise than in accordance with the Affordable Housing Mix.

1.2 No more than thirty percent (30%) of the Affordable Dwellings within each Phase shall be flatted accommodation including coach houses.

2 Affordable Housing Quantum

2.1 No less than twenty seven and a half percent (27.5%) of the Dwellings in each Phase shall be Affordable Dwellings

2.2 Unless otherwise agreed, no more than forty percent (40%) of the Dwellings in each Phase shall be Affordable Dwellings.

2.3 No earlier than three (3) months prior to submission of the first Reserved Matters Application of each Phase to prepare an Updated Viability Assessment.

2.4 Subject to Paragraph 2.9, on or before submission of the first Reserved Matters Application of each Phase to submit the Updated Viability Assessment in respect of that Phase for approval by the Council.

2.5 Subject to Paragraph 2.9 not to Commence Development on each Phase unless and until the Updated Viability Assessment and the Affordable Housing Quantum for that Phase has been agreed in writing by the Council

2.6 To deliver the Affordable Housing Quantum in accordance with the Affordable Housing Scheme approved by the Council pursuant to Paragraph 3.1 below.

2. 7 Following a request in writing to provide the Council with such further information that is reasonably necessary in order to determine each Updated Viability Appraisal that is submitted pursuant to this Schedule.

2.8 To pay the Council's reasonable costs properly incurred in commissioning an independent review of the Updated Viability Assessment if the Council (acting reasonably) considers it necessary to do so in order to consider the Updated Viability Assessment ON CONDITION THAT such review is commissioned within twenty eight (28) Working Days of receipt of the Updated Viability Assessment.

2.9 The provisions of Paragraphs 2.4 - 2.8 shall not apply and there shall be no requirement to prepare and submit an Updated Viability Assessment in respect of any Phase if:

(i) all Reserved Matters Applications in respect of that Phase have been submitted to the Council within twenty four (24) months following the grant of Outline Planning Permission; and

1323758 434 73154.1 25

(ii) the Development within that Phase is Commenced within twelve (12) months of the date when final approval is granted pursuant to the relevant Reserved Matters Application; or

(iii) it is proposed that forty percent (40%) of the Dwellings in that Phase are Affordable Dwellings

PROVIDED THAT for the avoidance of any doubt if (i) above is satisfied but (ii) above is not satisfied then Paragraph 2.5 shall continue to apply.

3 Details of the Affordable Housing Scheme

3.1 On or before submission of the first Reserved Matters Application for each Phase (but in any case only after the approval of the Affordable Housing Quantum) to submit the Affordable Housing Scheme for that Phase to the Council and not to Commence the Development of each Phase unless and until the Affordable Housing Scheme in relation to that Phase has been approved in writing by the Council.

3.2 Not to provide the Affordable Dwellings in respect of each Phase otherwise than in accordance with the approved Affordable Housing Scheme in respect of that Phase PROVIDED THAT each Affordable Housing Scheme shall accord with the Affordable Housing Mix (as varied from time to time in accordance with the terms of this Deed) PROVIDED FURTHER THAT each approved Affordable Housing Scheme may be amended from time to time with the further written approval of the Council SUBJECT ALWAYS TO the Owner making no more than two (2) requests to the Council for an amendment to each approved Affordable Housing Scheme per Phase per annum.

3.3 Not to permit or otherwise allow the construction of any of the Dwellings in the Reserved Matters Land above ground floor slab level until the Owner has:

a) served upon the Registered Provider and the Council the Offer; and

b) entered into a binding contract for the construction and purchase of all of the Affordable Rented Dwellings and RP Shared Ownership Dwellings in the Reserved Matters Land with the relevant Affordable Housing Land by the Registered Provider at the Price and in accordance with the Affordable Housing Scheme approved pursuant to Paragraph 3.1 of Part 1 of this Schedule 3.

3.4 Subject to the other provisions of this Deed, and unless otherwise agreed in writing by the Council, to provide the Affordable Dwellings on the Affordable Housing Land in perpetuity in accordance with:

a) the Affordable Housing Mix; and

b) the Affordable Housing Scheme which has been approved by the Council pursuant to paragraph 3.1 of this Schedule 3.

4 Phasing and Timing for Provision of the Affordable Housing

4.1 There shall be no Occupation of more than thirty three percent (33%) of the Open Market Dwellings in each Phase unless and until thirty three percent (33%) of the Affordable Dwellings in that Phase have been Practically Completed and, in respect of that Phase, the Affordable Rented Dwellings

1323758 43473154.1 26

and RP Shared Ownership Dwellings have been Transferred and in respect of the Affordable Dwellings to be provided as Intermediate Homes for Sale a Sale Notice has been served on the Council and Advertising is commenced.

4.2 There shall be no Occupation of more than sixty six percent (66%) of the Open Market Dwellings in each Phase unless and until sixty six percent (66%) of the Affordable Dwellings in that Phase have been Practically Completed and, in respect of that Phase, the Affordable Rented Dwellings and RP Shared Ownership Dwellings have been Transferred and in respect of the Affordable Dwellings to be provided as Intermediate Homes for Sale a Sale Notice has been served on the Council and Advertising has commenced.

4.3 There shall be no Occupation of more than seventy five percent (75%) of the Open Market Dwellings in each Phase unless and until one hundred percent (100%) of the Affordable Dwellings in that Phase have been Practically Completed and, in respect of that Phase, the Affordable Rented Dwellings and RP Shared Ownership Dwellings Transferred and in respect of the Affordable Dwellings to be provided as Intermediate Homes for Sale a Sale Notice has been served on the Council and Advertising has commenced.

4.4 From the date of Occupation of the first Dwelling until the date of Occupation of the final Dwelling, to submit a report to the Council every six (6) months which:

(a) sets out details of the number and tenure of Dwellings that are Occupied across the Development as a whole;

(b) includes a plan identifying the location of the Dwellings referred to at (a) above.

5 Transfer of Affordable Housing

5.1 Unless otherwise agreed in writing by the Council, and/or as set out in the approved Affordable Housing Scheme to Transfer the Affordable Rented Dwellings and RP Shared Ownership Dwellings and the relevant Affordable Housing Land within each Phase to the Registered Provider at the Price with full title guarantee free from any encumbrances WITH the benefit of full and free rights of access (both pedestrian and vehicular) over any relevant access road to be built to a standard capable of adoption by the Council (in its capacity as local highway authority) from the boundary of each of the relevant Affordable Rented Dwellings and RP Shared Ownership Dwellings to any relevant adopted highway (and vice versa) and full and free unrestricted rights for all Services and conducting media and drains or sewers to be laid and constructed to each relevant Affordable Rented Dwelling and Shared Ownership Dwelling to a standard capable of adoption by the respective service providers and upon such further terms as may be agreed with the Registered Provider.

5.2 If any time after the expiry of three (3) months from the Registered Provider's and the Council's receipt (whichever is the earlier) of the Offer the Owner has, despite using its Reasonable Endeavours, been unable to enter into a contract for the Transfer of the relevant Affordable Rented Dwellings and RP Shared Ownership Dwellings within that Reserved

1323758 43473154.1 27

Matters Land to the Registered Provider upon the terms specified pursuant to Paragraph 5.1 above, then the Owner shall :

(a) notify the Council in writing that the Offer has not been accepted; and

(b) make an Offer to:

(i) an alternative Registered Provider ("the Alternative Registered Provider"); or

(ii) the Council or Cornwall Housing Limited

(being a matter for the Owner's discretion) in accordance with the terms specified pursuant to Paragraph 5.1

5.3 If any time after the expiry of six (6) months from the Alternative Registered Provider's and the Council's receipt (whichever is the earlier) of the Offer pursuant to Paragraph 5.2(b) above the Owner has, despite using its Reasonable Endeavours, been unable to enter into a contract for the Transfer of the Affordable Rented Dwellings and any RP Shared Ownership Dwellings within that Reserved Matters Land to the Alternative Registered Provider upon the terms specified pursuant to Paragraph 5.1 above, then the Affordable Rented Dwellings and RP Shared Ownership Dwellings in that Reserved Matters Land shall be provided as Intermediate Homes for Sale in accordance with the provisions of Part 4 of this Schedule 3.

6 Occupation of the Affordable Dwellings

6.1 Not to permit or otherwise allow any of the Affordable Dwellings to be Occupied otherwise than:

(a) as the sole private residence of the Occupier; and

(b) by a Qualifying Person who is either releasing an Alternative Affordable Home elsewhere or is in Housing Need as at the time of the commencement of his Occupation of the Affordable Dwelling with or without his Household PROVIDED THAT nothing shall prevent any former joint owner spouse partner civil partner or other co-habitant from continuing to reside at the Affordable Dwelling after the Qualifying Person ceases to reside there; or

(c) by a purchaser of an RP Shared Ownership Dwelling in accordance with Paragraph 3 of Part 2 or Intermediate Home for Sale in accordance with Paragraphs 6 of Part 4 of Schedule 3 of this Deed.

7 Exemptions

7.1 Paragraph 4.4 and 7 of Part 1 and Part 2 and Part 3 and Part 4 of Schedule 3 of this Deed shall not be binding on:

(a) any Exempt Person or any mortgagee or chargee of the Exempt Person or any person deriving title from the Exempt Person or any successor in title thereto and their respective mortgagees and chargees; or

(b) any Mortgagee or any purchaser including their successors in title from such bodies provided that in all cases the Mortgagee shall have complied with the Mortgagee's Duty EXCEPT FOR AND FOR THE

1323758 43473154.1 28

AVOIDANCE OF DOUBT any disposal under Paragraph 7.2.1 where the Affordable Dwelling is safeguarded as an Affordable Dwelling .

7.2 The Mortgagee shall prior to seeking to dispose of the Affordable Dwellings or Affordable Housing Land pursuant to any default under the terms of its mortgage or charge give not less than six (6) weeks' prior notice to the Council of its intention to dispose and:

7.2.1 in the event that the Council responds within six (6) weeks from receipt of the notice indicating that arrangements for the transfer of the Affordable Dwellings can be made in such a way as to safeguard them as Affordable Dwellings then the Mortgagee shall co-operate with such arrangements and use its Reasonable Endeavours to secure such transfer;

7.2.2 if the Council does not serve its response to the notice served under Paragraph 7.2.1 within six (6) weeks then the Mortgagee shall be entitled to dispose free of the restrictions set out in Paragraphs 4.4 and 7 of Part 1 and the whole of Part 2 and Part 3 and Part 4 of Schedule 3 which provisions shall determine absolutely;

7.2.3 if the Council or any other person cannot within four (4) weeks of the date of service of its response under Paragraph 7.2.1 above secure a binding contract for sale then provided that the Mortgagee shall have complied with its obligations under Paragraph 7.2 the Mortgagee shall be entitled to dispose free of the restrictions set out in Paragraphs 4.4 and 7 of Part 1, and the whole of Part 2 and Part 3 and Part 4 of Schedule 3 which provisions shall determine absolutely; and

7.2.4 if the Council cannot within six (6) weeks of the date of service of its response under Paragraph 7.2.1 above secure a completed transfer then provided that the Mortgagee shall have complied with its obligations under Paragraph 7.2 the Mortgagee shall be entitled to dispose free from the restrictions set out in Paragraphs 4.4 and 7 of Part 1, and the whole of Part 2 and Part 3 and Part 4 of Schedule 3 which provisions shall determine absolutely

PROVIDED THAT for the avoidance of doubt such Mortgagee shall not be under any obligation to dispose of the Affordable Dwellings for any sum less than the monies outstanding pursuant to the said mortgage or charge inclusive of interest, costs and charges.

7.3 In the event that an Exempt Person wishes to dispose of an Affordable Dwelling and the Registered Provider exercises any rights of pre-emption in the Shared Ownership Lease then the Registered Provider shall continue to be bound by the terms of this Deed.

7.4 Any Mortgagee shall only be liable for any breach of the obligations in th is Deed that it has itself caused whilst mortgagee in possession but shall not be liable itself for any pre-existing breach.

Part 2 - RP Shared Ownership Dwellings

1 Not to permit or otherwise allow any of the RP Shared Ownership Dwellings to be sold or let other than:

1323758 43473154.1 29

(a) in accordance with the terms of the Shared Ownership Lease; and

(b) to a Qualifying Person who is either releasing an Alternative Affordable Home elsewhere or is in Housing Need.

2 Not to permit or otherwise allow any of the RP Shared Ownership Dwellings to be sold or let on initial or any subsequent sale or letting prior to:

(a) the submission to and subsequent approval by the Council of a scheme of Advertising for the RP Shared Ownership Dwellings; and

(b) advertising the relevant RP Shared Ownership Dwelling in accordance with the scheme of Advertising approved in accordance with (a) above.

3 On any sale other than the initial sale following Practical Completion of the RP Shared Ownership Dwelling, in the event that the Registered Provider or the owner of an RP Shared Ownership Dwelling is unable to sell an RP Shared Ownership Dwelling in accordance with Paragraph 1 (b) within a period of ninety (90) days of Advertising the RP Shared Ownership Dwelling may be sold to any willing purchaser in accordance with Paragraph 1 (a) above and such person shall remain bound by the terms of this Deed.

4 Not to exchange or complete contracts for the sale of any interest in the relevant RP Shared Ownership Dwelling until the Owner has submitted written verification to the Council or its agent that the prospective purchaser satisfies the obligations contained in this Deed and the Council or its agent has given its approval that the prospective purchaser satisfies the obligations contained in this Deed and if no response is given by the Council or its agent within fourteen (14) days of receipt of written verification from the Owner then approval will be deemed to have been given PROVIDED THAT such written verification is served upon the Council clearly addressed and marked for the urgent attention of the Head of the Planning and Regeneration Service.

5 If so required by the Council or its agent, provide to the Council or its agent (together with the written verification detailed in Paragraph 4 above) all necessary documentation as stipulated in Appendix D to this Deed as evidence that the prospective purchaser satisfies the obligations contained in this Deed.

Part 3 - Affordable Rented Dwellings

1 Not to permit or otherwise allow any of the Affordable Rented Dwellings to be let other than:

(a) to a Qualifying Person who is either releasing an Alternative Affordable Home elsewhere or is in Housing Need; and

(b) at a sum not exceeding the Affordable Rent; and

(c) to persons selected in accordance with the principles of the Cornwall Homechoice policy and the Partnership and Service Agreement for Cornwall Homechoice as amended from time to time or any other policy and agreement that may replace them whether or not the Owner or Registered Provider is a member of Cornwall Homechoice Scheme.

1323758 43473154.1 30

2 Not to permit or otherwise allow any of the Affordable Rented Dwellings to be let on initial or any subsequent letting prior to the submission to and subsequent approval by the Council of a scheme of Advertising for the Affordable Rented Dwellings.

3 To serve upon the Council a Letting Notice each time an Affordable Rented Dwelling becomes available for letting.

4 To advertise the relevant Affordable Rented Dwelling in accordance with the scheme of Advertising approved in accordance with Paragraph 2 immediately following the Service of the Letting Notice in accordance with Paragraph 3.

5 Not to grant a tenancy of the relevant Affordable Rented Dwelling until the Owner has submitted written verification to the Council or its agent that the prospective tenant satisfies the obligations contained in this Deed and the Council or its agent has given its approval that the prospective tenant would satisfy the obligations contained in this Deed and if no response is given by the Council or its agent within fourteen (14) days of receipt of written verification then approval will be deemed to have been given PROVIDED THAT such written verification is served upon the Council clearly addressed and marked for the urgent attention of the Head of the Planning and Regeneration Service PROVIDED ALWAYS THAT prospective tenants identified and allocated accommodation through Cornwall Homechoice shall be deemed to have been approved by the Council for the purposes of this Paragraph 5.

6 If so required by the Council or its agent, provide to the Council or its agent (together with the written verification detailed in Paragraph 5 above) all necessary documentation as stipulated in Appendix D to this Deed as evidence that the prospective tenant satisfies the obligations contained in this Deed.

Part 4 Intermediate Homes for Sale

1 Not to permit or otherwise allow any of the Intermediate Homes for Sale on any transfer following completion of construction of the Intermediate Homes for Sale to be sold:

(a) other than to a Qualifying Person who is either releasing an Alternative Affordable Home elsewhere or is in Housing Need; and

(b) at a price greater than a sum equal to seventy percent (70%) of the Open Market Value of the relevant Affordable Dwelling.

2 The Owner shall:

2.1 in the case of initial sales:

2.1 .1

2.1.2

1323758 43473154.1

prior to service of a Sale Notice submit a scheme for the Advertising of the Intermediate Home(s) for Sale for subsequent approval by the Council (such approval not to be unreasonably withheld or delayed) and

on receipt of a written approval of the Council for a scheme of Advertising serve a Sale Notice upon the Council each time

31

one or more of the Intermediate Homes for Sale are released for sale but in any event not less than two (2) months before the expected completion date of the relevant Intermediate Home for Sale and

2.1.3 upon submission of a satisfactory Sales Notice carry out the Advertising of the Intermediate Home(s) for Sale in accordance with the agreed scheme

2.2 in the case of subsequent sales:

2.2.1 prior to service of a Sale Notice submit a scheme for the Advertising of the Intermediate Home for Sale for subsequent approval by the Council (such approval not to be unreasonably withheld or delayed) and

2.2.2 on receipt of a written approval of the Council for a scheme of Advertising serve a Sale Notice upon the Council when the Owner intends to sell the Intermediate Home for Sale

2.2.3 upon submission of a satisfactory Sales Notice carry out the Advertising of the Intermediate Home(s) for Sale in accordance with the agreed scheme

2.3 In the case of all sales of any Intermediate Home for Sale serve upon the Council clearly addressed and marked for the urgent attention of the Head of the Planning and Regeneration Service a certificate from a Valuer dated no earlier than three (3) months before the date of Advertising of the relevant Intermediate Home(s) for Sale setting out the Open Market Value of the Intermediate Home for Sale such certificate to be served on the Council before or together with the Sale Notice.

3 Subject to Paragraphs 5 and 6 below, the Owner shall not permit or otherwise allow any Intermediate Home for Sale to be sold to anyone other than to a person nominated in accordance with the following:

3.1 the Council shall have twenty eight (28) days from the service of the Sale Notice in which to nominate a first nominee (the First Nominee), and a second nominee (the Second Nominee) for the purchase of each Intermediate Home for Sale;

3.2 if the First Nominee is unable to make a reservation of the Intermediate Home for Sale (in the case of initial sales) or exchange contracts for the purchase of the Intermediate Home for Sale (in the case of subsequent sales) within thirty five (35) days of the nominations or any other longer period as the Owner may permit, the Owner shall offer the Intermediate Home for Sale to the Second Nominee;

3.3 if the Second Nominee is unable to make a reservation of the Intermediate Home for Sale (in the case of initial sales) or exchange contracts for the purchase of the Intermediate Home for Sale (in the case of subsequent sales) within seventy (70) days of the nominations or such other period as the Council shall agree in writing with the Owner, the Owner may sell the Intermediate Home for Sale in accordance with Paragraph 5.

4 The Owner must notify and provide evidence to the Head of Planning and Regeneration of the Council as soon as reasonably practicable of the failure

1323758 43473154.1 32

to exchange contracts with the First Nominee within the thirty five (35) days referred to in Paragraph 3.2 above before exchanging contracts as applicable with the Second Nominee.

5 In the event that:

5.1 the Council fails to nominate in accordance with Paragraph 3.1 ; or

5.2 the exchange of contracts as applicable with any of the Council's nominees within seventy (70) days of the nominations (or such longer period as the Owner may allow in accordance with Paragraph 3) fails to be achieved

the Intermediate Home for Sale may be sold to such other Qualifying Person who is either releasing an Alternative Affordable Home elsewhere or is in Housing Need as may be approved by the Council ,

PROVIDED THAT the Owner does not exchange contracts for the sale of the relevant Intermediate Home for Sale until the Owner has submitted written verification to the Council or its agent that the prospective purchaser satisfies the obligations contained in this Deed and the Council or its agent has given its approval that the prospective purchaser satisfies the obligations contained in this Deed (such approval not to be unreasonably withheld) and if no response is given by the Council or its agent within 14 days of receipt of written verification from the Owner (such written verification to be served upon the Council clearly addressed and marked for the urgent attention of the Head of the Planning and Regeneration Service) then approval will be deemed to have been given and

PROVIDED FURTHER THAT the Owner shall if so required by the Council or its agent provide to the Council or its agent (together with the written verification detailed above) all necessary documentation as stipulated in Appendix D as evidence that the prospective purchaser satisfies the obligations contained in this Deed.

6 On any sale other than the initial sale following Practical Completion of the intermediate Home for Sale In the event that the Owner is unable to sell the Intermediate Home for Sale in accordance with Paragraphs 3, 4, 5 and 6 above within a period of ninety (90) days of Advertising by the Owner the Intermediate Home for Sale may be sold at the discounted price calculated in accordance with Paragraph 1.2 of Part 4 of this Deed to any willing purchaser but at the time of any subsequent sale the provisions of this Deed shall again apply and such persons shall remain bound by the terms of this Deed.

7 Not to permit or otherwise allow any Intermediate Home for Sale to be let other than:-

7.1 with the written consent of the Council ; and

7.2 to a Qualifying Person who is either releasing an Alternative Affordable Home elsewhere or is in Housing Need; and

7.3 at a rent which does not exceed the Intermediate Rent; and

7.4 on the basis of an Assured Tenancy for a fixed term of not less than six (6) months unless otherwise agreed with the Council.

1323758 43473154.1 33

8 The Owner shall serve a Letting Notice upon the Council clearly addressed and marked for the urgent attention of the Head of the Planning and Regeneration Service each time the Owner intends to let an Intermediate Home for Sale.

9 Not to grant an Assured Tenancy of the relevant Intermediate Home for Sale until the Owner has submitted written verification to the Council or its agent that the prospective purchaser satisfies the obligations contained in this Deed and the Council or its agent has given its approval that the prospective tenant would satisfy the obligations contained in this Deed (such approval not to be unreasonably withheld) and if no response is given by the Council or its agent within 14 days of receipt of written verification from the Owner then approval will be deemed to have been given PROVIDED THAT such written verification is served upon the Council clearly addressed and marked for the urgent attention of the Head of the Planning and Regeneration Service.

10 The Owner shall if so required by the Council or its agent provide to the Council or its agent (together with the written verification detailed in Paragraph 9 above) all necessary documentation as stipulated in Appendix D as evidence that the prospective tenant satisfies the obligations contained in this Deed.

1323758 43473154.1 34

Schedule 4 - Highway Works

1 Carkeel Traffic Calming Measures

1.1 Not to Commence the Development unless and until :

(a) the Carkeel Traffic Calming Consultation Contribution has been paid to the Council ; and

(b) the Carkeel Traffic Calming Design Contribution has been paid to the Council.

1.2 Within fourteen (14) days of receipt of notice in writing from the Council that the Carkeel Traffic Calming Consultation has closed and the Carkeel Traffic Calming Contribution is required, to:

(a) pay the Carkeel Traffic Calming Contribution to the Council; and

(b) submit to the Council a written request for the Carkeel Traffic Regulation Order to be made.

2 Slip Road Works

2.1 Not to Occupy the two hundreth (2001h) or subsequent Dwelling until the Slip Road Works have been completed and the Owner has provided the Council with written confirmation from Highways England that the Slip Road Works have been completed.

1323758 43473154.1 35

Schedule 5 - Public Transport

1 Not to Occupy more than two hundred (200) Dwellings unless and until the Interim Bus Service has been implemented and is in operation.

2 To continue to operate the Interim Bus Service unless and until the Full Bus Service has been implemented and is in operation in accordance with Paragraph 5 below.

3 Not to Occupy more than three hundred and fifty (350) Dwellings unless and until details of the Full Bus Service have been submitted to, and approved in writing by, the Council PROVIDED THAT such details shall include:-

(a) frequency of service (per day of operation) being no less than one service every thirty (30) minutes during peak hours;

(b) days of operation;

(c) hours of operation;

(d) routes of operation; and

(e) any charges to be levied.

4 Subject always to Paragraph 5, not to Occupy more than six hundred and fifty (650) Dwellings unless and until the Full Bus Service has been implemented and is in operation.

5 Unless otherwise agreed in writing by the Council, to operate (or procure the operation of) the Bus Services for a period of five (5) years from the Bus Service Implementation Date.

6 Unless otherwise agreed in writing by the Council, the Bus Services shall be available (at all times during their operation) for use by Occupiers.

7 Not to amend the Full Bus Service without the prior written approval of the Council.

8 Not to Occupy the Development otherwise than in accordance with the Bus Services (as varied from time to time in accordance with the terms of this Deed).

1323758 43473154.1 36

Schedule 6 - Public Access

1 Subject to Paragraphs 2 and 3 below, upon and at all times following Commencement of Development to permit public access along the Footpaths PROVIDED THAT

(a) such access is restricted to pedestrians, cyclists and wheelchair users but shall not extend to horses or any motorised vehicle;

(b) the Owner shall be entitled to deny public access in order to undertake works of repair, maintenance or improvement to the Footpaths but shall use Reasonable Endeavours to ensure that any disruption caused by such works is kept to a minimum;

(c) this obligation shall not apply at all times when a Non-Designated Footpath (or any part of it) and/or the land adjacent to a Non­Designated Footpath (or any part of it) is reasonably required for purposes associated with constructing the Development (or any part of it) and for the avoidance of any doubt this shall not include public rights of way.

2 The rights granted pursuant to Paragraph 1 above do not communicate an intention to dedicate the Footpaths as public rights of way at common law or pursuant to section 31(6) of the 1980 Act PROVIDED THAT the Owner shall (at its absolute discretion) be entitled to seek to effect such dedication.

3. The Owner reserves the right to take all such steps as are necessary to prevent use of the Footpaths from creating public rights of way across the Land including the installation of appropriate signage to notify users of the Footpaths that such use is not a public right of way at common law or pursuant to section 31 (6) of the 1980 Act.

1323758 43473154.1 37

Schedule 7 - Education

1 Secondary Education

1.1 Not to Occupy or permit the Occupation of more than ten percent (10%) of the Dwellings in any Phase until the Secondary Education Contribution for that Phase has been paid to the Council.

2 Primary Education

2.1 The Primary Option 1 Notice or the Primary Option 2 Notice shall be served on the Council on or before the submission of the first Reserved Matters Application.

2.2 To comply with Paragraphs 2.4 - 2.10 below if the Primary Option 1 Notice is served, unless otherwise agreed in writing by the Council.

2.3 To comply with Paragraphs 2.11 - 2.13 below if the Primary Option 2 Notice is served, unless otherwise agreed in writing by the Council.

Primary Option 1

2.4 Not to Occupy or permit the Occupation of more than sixty percent (60%) of the Dwellings in any Phase until the Primary Education Contribution for that Phase has been paid to the Council

2.5 No later than six (6) months following the first reserved matters approval pursuant to the Outline Planning Permission to submit written details of the Primary School Haul Route for approval by the Council.

2.6 No later than twelve (12) months following the first reserved matters approval pursuant to the Outline Planning Permission to construct the Primary School Haul Route in accordance with the specification approved pursuant to Paragraph 2.5 above.

2.7 No later than twenty four (24) months following the first reserved matters approval pursuant to the Outline Planning Permission to transfer at nil cost and free from encumbrances the freehold interest in the Primary School Site to the Council together with the right for the Council and the public to use the Primary School Haul Route.

2.8 If, after four (4) years from receipt of the final Primary Education Contribution the Council has not begun construction of the Primary School the Council shall transfer the Primary School Site to the Owner on the same terms mutatis mutandis as the original transfer.

2.9 If after five (5) years from the Completion of the Primary School the Primary School remains a half form entry (4 class) or one form entry (7 class) school the Council shall transfer the Undeveloped Part to the Owner on the same terms mutatis mutandis as the original transfer PROVIDED THAT: (i) if the Council can demonstrate that there exists a demand for use of the Undeveloped Part to expand the Primary School to meet the needs of the Development and the wider area within five (5) years from the expiry of a period of five (5) years from the Completion of the Primary School; and (ii)the Council has provided prior notice in writing to the Owner of its intention to use the Undeveloped Part to meet the needs of the Development and the wider area (together with reasonable evidence of

1323758 43473154.1 38

such need) this obligation shall cease to be of any further legal force and effect and the Council will be entitled to retain the Undeveloped Land. ·

2.10 Not to provide the Primary School otherwise than in accordance with Primary Option 1.

Primary Option 2

2.11 Not to Occupy more than five hundred (500) Dwellings unless and unti l the:

(a) Primary School has been Completed in accordance with approved specification annexed hereto at Appendix E and is available for use PROVIDED THAT Completed for these purposes does not include any loose fittings and furniture; and

(b) Primary School Site has been transferred to the Council (or to a governing body, trust or multi-academy trust or such other organisation as is directed in writing by the Council to the Owner) at nil cost and free from encumbrances together with the right for the Council and the public to use the Primary School Haul Route.

2.12 If, after five (5) years from the transfer of the Primary School Site pursuant to Paragraph 2.11 (b) above the Primary School remains a one-form entry school the Council shall transfer the Undeveloped Part to the Owner on the same terms mutatis mutandis as the original transfer PROVIDED THAT: (i) if the Council can demonstrate that there exists a demand for use of the Undeveloped Part to expand the Primary School to meet the needs of the Development and the wider area within five (5) years from the expiry of a period of five (5) years from the Completion of the Primary School; and (ii) the Council has provided prior notice in writing to the Owner of its intention to use the Undeveloped Part to meet the needs of the Development and the wider area (together with reasonable evidence of such need) this obligation shall cease to be of any further legal force and effect and the Council will be entitled to retain the Undeveloped Land.

2.13 Not to provide the Primary School otherwise than in accordance with Primary School Option 2.

1323758 43473154.1 39

Schedule 8 - SAC/SPA

1 Not to Occupy or permit the Occupation of more than fifty (50) Dwellings unless and until the SAC/SPA Contribution has been paid to the Council as agent for the Tamar Estuaries Consultative Forum.

1323758 43473154.1 40

Schedule 9 - Health

1 .1 Not to Commence the Development unless and until either the Health Option 1 Notice or the Health Option 2 Notice has been served on the Council.

1.2 To comply with Paragraphs 1.3 - 1.6 below if the Health Option 1 Notice is served, unless otherwise agreed in writing by the Council.

Health Option 1

1.3 Not to Occupy more than two hundred (200) Dwellings unless and until twenty-five percent (25%) of the Health Facility Contribution has been paid to the Council.

1.4 Not to Occupy more than four hundred (400) Dwellings unless and until a further twenty-five percent (25%) of the Health Facility Contribution has been paid to the Council.

1.5 Not to Occupy more than six hundred (600) Dwellings unless and until a further twenty-five percent (25%) of the Health Facility Contribution has been paid to the Council.

1.6 Not to Occupy more than eight hundred (800) Dwellings unless and until the final twenty-five percent (25%) of the Health Facility Contribution has been paid to the Council.

Health Option 2

1. 7 If the Heath Option 2 Notice is served pursuant to Paragraph 1. 1 above, not to:

(a) Commence the Development unless and until the Council has provided its written approval of the programme set out in the Health Option 2 Notice; and

(b) carry out the Development otherwise than in accordance with the approved Health Option 2 Notice, unless otherwise agreed in writing by the Council.

1323758 43473154.1 41

Schedule 10 - Employment

1 For a continuous period from Commencement of the Development and throughout the construction of the Development to use Reasonable Endeavours to find suitable occupiers for the Employment Use Area including (without limitation) marketing the Employment Use Area through reputable commercial local and national agents.

2 To liaise with the Council in relation to potential tenants and/or occupiers who may approach the Council from time to time with enquiries about pursuing an interest in the Employment Use Area.

3 To provide the Council with a report detailing:

(a) the contact details of the agent(s) through whom the Employment Use Area is being marketed;

(b) the duration for which the Employment Use Area is being/has been marketed; and

(c) any and all expressions or interest in the Employment Use Area

at least once every six (6) months during construction of the Development.

4 On the later of the Practical Completion of the Western Access Works or the expiry of a period which is twenty four (24) months following the date of the first reserved matters approval pursuant to the Outline Planning Permission, to provide the Serviced Plots.

5 To continue to market the remainder of the Employment Use Area throughout the construction period of the Development PROVIDED THAT if, there has been no Reasonable Market Interest by the Completion of the non-employment part of the Development then this obligation shall cease to be of any further legal force and effect and the Owner shall be entitled to pursue alternative proposals for the said part of the Employment Use Area.

1323758 43473154.1 42

Schedule 11 - Open Space, Play Facilities and Sports Pitches

1 On or before submission of the first reserved matters application to submit the Open Space Delivery Plan to the Council for approval in writing and there shall be no Commencement of Development until such written approval of the Public Open Space Delivery Plan has been given by the Council in writing.

2 Not to amend the approved Open Space Delivery Plan without the prior further written approval of the Council.

3 Not to carry out the Development otherwise than in accordance with the approved Open Space Delivery Plan (as amended from time to time).

Management Company

4 No later than ten (10) Working Days after establishment of the Management Company, to provide the Council with the following details:

(a) the name(s) and address( es) of the Management Company; and

(b) a description of the Sports Pitch Land, Play Land and/or Open Space Land (or any part of it) for which it is responsible; and

(c) the length of term for which the Management Company has been established

5 To transfer each of the Sports Pitch Land, Play Land and Open Space Land to the Management Company on the following terms:

(a) nil consideration

(b) vacant possession

(c) for an estate in fee simple in possession

(d) with full title guarantee

(e) subject to the matters specified in the title to the Sports Pitch Land, Play Land, or Open Space Land (as the case may be) (other than the entries securing monies) and the terms of this Deed so far as the same relate to and affect the Sports Pitch Land, Play Land or Open Space Land (as the case may be) PROVIDED THAT the transferor shall retain the benefit of any such matters to the extent that they benefit the remainder of the Land and PROVIDED FURTHER THAT from the date of completion of the transfer the Management Company will perform the covenants and conditions contained or referred to in the property and charges register in the title of the Sports Pitch Land, Play Land or Open Space Land (as the case may be);,

(f) subject to a covenant in favour of the transferor not to;

(i)

1323758 43473154.1

use or retain the Sports Pitch Land, Play Land or Open Space Land (as the case may be) otherwise than for use by the public as public open space in accordance with the Open Spaces Act 1906;

43

(ii) manage and maintain the Sports Pitch Land, Play Land or Open Space Land (as the case may be) in accordance with the Open Space Maintenance Strategy and the Open Space Delivery Plan

6 Not to Occupy more than eighty five percent (85%) of Dwellings (or such other percentage of Dwellings as may be agreed in writing by the Council) in each Phase unless and until the Play Land and Open Space Land with in that Phase have been transferred to the Management Company as set out above.

7 Not to Occupy or otherwise permit the Occupation of more than eighty five (85%) of the Dwellings (or such other percentage of Dwellings as may be agreed in writing by the Council) in each Phase until all of the Open Space Land in that Phase has been Completed, made available for use and established as in the approved Open Space Delivery Plan.

8 Not to Occupy or otherwise permit the Occupation of more than sixty percent (60%) of the Dwellings until: (i) the Sports Pitches have been Completed and established as agreed in the Open Space Delivery Plan; and (ii) the Sports Pitch Land has been transferred to the Management Company as set out in Paragraphs 4 and 5 of this Schedule 11 .

9 On the laying out and Completion of the Open Space Land it shall thereafter be retained solely for use by the public as open space and shall be maintained in accordance with the approved Open Space Delivery Plan.

1323758 43473154.1 44

Schedule 12 - Dam Mitigation

1 Not to Commence the Development unless and until the Dam Study has been submitted to, and approved in writing by, the Council.

2 Not to amend the approved Dam Study without the further written approval of the Council.

3 Not to carry out the Development otherwise than in accordance with the approved Dam Study (as amended from time to time in accordance with this Deed).

4 If, and only if, the approved Dam Study identifies specific mitigation that is necessary as a direct result of the impact of the Development on the Dam, not to first Occupy or permit the first Occupation of any Dwelling on the Development unless and until:

(a) the Dam Mitigation Contribution has been paid to the Council (less the costs incurred in undertaking the Dam Study); or

(b) the Dam Mitigation Works have been Practically Completed.

1323758 43473154.1 45

Schedule 13 - Council's Covenants

1 Use of Contributions

1.1 Not to use any sum received pursuant to this Deed otherwise than for the purpose for which it has been paid as specified in this Deed.

1.2 Immediately upon receipt, to deposit all sums received pursuant to this Deed into an interest bearing account.

1.3 Within twenty eight (28) days of receipt of a request in writing to provide the Owner with an audit account as to how the sums received pursuant to this Deed have been spent.

1.4 To apply the Carkeel Traffic Calming Contribution for its defined purpose and for no other purpose whatsoever and to return any sums remaining unspent or uncommitted after five (5) years from the date of receipt (notwithstanding that the monies may be used towards a contract already let before the date hereof) to the person by whom the moneys were paid and in the event that following consultation the Carkeel Traffic Calming Works cannot be implemented the Carkeel Traffic Calming Contribution shall be refunded to the applicants within two (2) calendar months of the closure of the Carkeel Traffic Calming Consultation.

1.5 To repay (together with all accrued interest calculated from the date on which such payment or instalment was paid until the date on which it is repaid) to the payee any sums not expended within ten (10) years of receipt pursuant to this Deed and in the case of payments made in instalments, within ten (10) years of receipt of the final instalment.

1.6 Immediately upon receipt to pay the SAC/SPA Contribution to Tamar Estuaries Consultative Forum as agent.

2 Primary School

2.1 The Council shall approve or otherwise provide its comments in respect of the specification for the Primary School Haul Route within a period of two (2) months or such longer period as shall be agreed between the Council and Owner after which the dispute resolution provisions of Clause 7 .1 of this Deed shall apply PROVIDED THAT this provision shall not prevent a dispute from being referred under the provisions of Clause 7.1 earlier than the expiry of such period by the Owner where it is of the view that determination will not be reached within the said period. To accept the transfer of the Primary School Site in accordance with the terms of this Deed.

2.2 Not to use the Primary School Site (or permit the Primary School Site to be used) for anything other than educational purposes for a period of twenty five (25) years from the Primary School Transfer Date.

2.3 If the Primary Option 1 Notice is served pursuant to Paragraph 2.1 of Schedule 7, to procure that the Primary School is commenced no later than four (4) years after receipt of the final Primary Education Contribution and is Practically Completed no later than six (6) years after receipt of the final Primary Education Contribution.

3 Carkeel Traffic Calming

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3.1 Subject to receipt of the Carkeel Traffic Calming Contribution, to procure that the Carkeel Traffic Calming Works are Practically Completed in accordance with the Carkeel Traffic Calming Scheme.

4 Planning Permission

4.1 To issue the Planning Permission within three (3) Working Days of the date of this Deed.

5 Dam Mitigation Contribution

5.1 Subject to Paragraph 4 of Schedule 12, upon receipt, to immediately forward the Dam Mitigation Contribution to the Environment Agency.

1323758 434731 54.1 47

Appendix A: Sale Notice

1 Full name/address of development or property for sale {including postcode)

2 Name and contact details of developer (new developments only)

Name of developer:

Address of developer

Name of person receiving nominations

Address of sales office

Name of sales representative

Telephone number/mobile of sales representative

Email address of sales representative

3 Name and contact details of owner(s) (subsequent sales only)

Name of owner

Name of joint owner (if applicable)

Contact number(s):

Email address

Contact address if different from 1 above

4 Property details Heating type

For individual subsequent sales complete the first line only (excluding plot number). For new developments of more than one property use a new line for each property. Add more lines if necessary

Plot no Postal address Property type

(eg mid terrace Rooms (eg 2 Parking Garden (private/ house/first floor flat) bedrooms, (allocated space/ shared/ none)

lounge, kitchen/ garage/ none) diner, bathroom, separate WC)

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5 Sale price

Postal address Sale Percentage Open Estimated price (1) of open market completion

market value value (3) date (new (2) developments

only)

(1) The sale price calculated in accordance with Paragraph 1.2 of Part 44of the Second Schedule of the s 106 agreement

(2) The percentage stipulated in paragraph 1.2 of Part 4 of the Second Schedule of the s106 agreement

(3) You must, in accordance with paragraph 2.3 of Part 4 of the Second Schedule of the s 106 agreement submit with this notice a certificate from a RICS or equivalent Valuer setting out the open market value of the dwelling

6 Tenure and charges

Basis of disposal (eg freehold or leasehold)

If leasehold length of lease (remaining)

Details of any service charges, ground rents, management fees or any other charges to be applied to the property(s)

Postal address Type of charge Amount of charge (state if annual/quarterly/monthly

7 Special provisions

Age or other occupancy restrictions

Disabled adaptations

Provision of any support services

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Appendix B: Affordable Housing Mix

Beds Persons Percentage of Affordable Dwellings

1 bed 2 person 20% 2 bed 4 person 40% 3 bed 5 person 6% 3 bed 6 person 24% 4 bed 7 person 2% 4 bed 8 person 6%

5 bed 2% Total 100%

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Appendix C: Offer

Date:

Name of Owner:

Name of development:

Name of Registered Provider:

1 The Owner offers the Registered Provider [title absolute] of the [Affordable Rented Dwellings] [RP Shared Ownership Dwellings] shown edged red on the attached plan {The Affordable Dwellings) for the consideration of £[ ]

2 The Registered Provider confirms its agreement to enter into a contract for the transfer of The Affordable Dwellings within [90] days of service of this notice of Offer

3 Where the Affordable Dwellings are transferred to the Registered Provider, the Registered Provider shall at all times let or sell The Affordable Dwellings in accordance with the provisions of the Section 106 Agreement dated [ ] and relating to this development

4 Unless otherwise agreed with the Council the terms for the transfer of The Affordable Dwellings to the Registered Provider shall be compliant with the requirements of the Homes and Communities Agency's Procurement Strategy and Affordable Housing Capital Funding Guide (or equivalent successor documents) which outline the criteria, procedures and audit arrangements for all affordable housing schemes including the use of Grant, and of its recovery in the event of future resale.

5 Where the Registered Provider agrees to take transfer of The Affordable Dwellings in accordance with the terms of this Notice it shall sign and return this notice of Offer together with formal written notification within 30 days of service of this notice of Offer.

Signed (Registered Provider):

Dated:

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Appendix D: Evidence of eligibility of Qualifying Persons

Pursuant to paragraph 5 of Part 2 and paragraph 6 of Part 3 and paragraphs 5 and 10 of Part 4 of Schedule 2 the Owner shall verify to the Council or its agent that the prospective purchaser or tenant meets the terms of this Deed by obtaining appropriate documentation from section A and B and C below or such other evidence or confirmation as the Council or its agent shall deem necessary or sufficient and if required by the Council or its agent provide copies of such evidence to the Council or its agent

SECTION A:

Proof of identity (of prospective purchaser or tenant and where applicable close family member)

A current and valid passport

UK residence permit

A valid UK driving licence (paper and photograph parts)

National Insurance number card

Marriage certificate

Medical card

Letters about asylum from the Home Office

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Section 8:

Local connection

Residency - sufficient evidence to cover the relevant local connection period for prospective purchaser/tenant/close family member as appropriate

Utility bills (gas electric phone etc)

Council tax bills

Bank/Building Society account/credit card statements

State benefit books or receipts showing rent paid

Payslips showing home address

Written certification from either a Solicitor I Social Worker I Probation Officer/ Inland Revenue Officer I Police Officer I Teacher or Doctor

Employment - sufficient evidence to cover the relevant local connection period

Payslips showing employer's address

Employer's letter confirming length and terms of employment (including hours worked if applicable)

Family connection

Supporting evidence to the satisfaction of the Council or its agent that the close family member is in need of support or able to give support

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Section C:

Housing Need

Tenancy or licence agreement

Rent book showing name and address of applicant

Where applicable letter from friend or family member confirming residence at their address

P60 annual statement of earnings for the most recent complete tax year

Payslips covering last 3 months

For self- employed persons a set of accounts no older than 12 months

Bank/Building Society account or other statements showing savings/capital

Evidence of any other income including state benefits

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