BARHAM PARK CHARITABLE TRUST

SUBJECT TO CONTRACT, TRUSTEE AND (WHERE APPROPRIATE), CHARITY COMMISSION APPROVAL

To Let Community Asset Transfer Proposals Invited

Unit 1 The Card Room, Barham Park 660 Harrow Road Wembley HA0 2HB

By Informal Tender Application Closing Date: 17th October 2016.

Eligible Organisations Invited to Apply.

The Barham Park Charitable Trust is only allowed to lease the Unit for Recreational

Uses for the benefit of the local Community within the Borough and under Brent Council’s Corporate Asset Transfer Policy.

The Card Room is situated in a park location, with Barham Park being one of Borough’s most popular parks. It is within walking distance from the Sudbury Town (Piccadilly Line) and Sudbury and Harrow Road Rail Station.

Contact: Amin Soorma Property Services, Brent Council

Tel: 020 89374204 or 020 8937 6245 Email: amin.soorma@brent.gov.uk or pam@brent.gov.uk

www.brent.gov.uk/salesandlettings

Location Plan

Description The Unit comprises a main hall with male and female WCs and a disabled toilet. It is of a timber framed construction with a pitched tiled roof and painted softwood weather boarding. Its entrance fronts on to the attractive Jubilee Gardens with the rear access leading onto an area that could be used for outdoor seating. It has a Gross Internal Area of approximately 116 sq m (1,249sq ft).

Location The Card Room forms part of the Barham Park buildings within the park, that fronts the Harrow Road. Barham Park is one of Borough’s most popular parks. It is about 400 metres from the Sudbury Town (Piccadilly Line) and a similar distance from Sudbury and Harrow Road Rail Station. The property is located on the following bus routes 18, 83,223 and 182.

Facility Setting The Unit is adjacent to a newly created arts centre containing artists’ studios, which form part of the historic and attractive Barham Park Complex of Buildings. It overlooks tranquil planted gardens. There is a ‘Pay and Display’ car park, (with spaces for up to 16 cars), located adjacent to the Complex of Buildings and there is some parking on residential streets, approximately 5

minutes walk away. Trust Requirements The property is owned by the Mayor and Burgesses of the London Borough of Brent and is held in the Barham Park Charitable Trust. The Trust requirements are that the property is used for recreational purposes for the benefit of the local community. Please note that under the terms of the Trust it is not permitted to lease the space solely as a place for worship, or solely for an educational use. Any medical use or offices for commercial use will not be considered.

Current Planning Use The current planning use is D1. An A3 café use could be considered. This and other proposed recreational uses outside the D1 Use Class, would require a Change of Use planning consent. The following web address sets out planning uses that fall under the D1 Use Class designation:- http://www.planningportal.gov.uk/permission/commonprojects/changeofuse/

Condition The property is in poor order both externally and to the interior. The ingoing tenant will have to undertake substantial works to return it to a good state of repair. This includes the mechanical and electrical installations. The gas & electricity supplies will also need to be separated from the adjacent building. Potential bidders should make arrangements to view the property to estimate the costs of the works.

EPC The Card Room has an EPC Rating of D (82). The certificate is available on request.

Lease Area/ Licence Area. If a café use is proposed then the Trust would consider licencing out an external seating area shaded green on the plan below. The area to be leased is shown in red on the plan below.

Rental Value Guide Price Rental offers are invited on the attached Lease Heads of Terms on Page 27. A guide figure of £3,000 per annum exclusive of service charge, insurance premium, business rates, utility and other costs. Trustees are very happy to consider lower offers providing they clearly demonstrate at least £3,000 of wider social value.

Service Charge The service charge is anticipated to be in the region of approximately £500 per annum. (The service charge will comprise of pest control, maintenance of the integrated fire alarm system and a management charge, refuge collection etc)

Insurance The Council will insure the property on behalf of the Trust under its block policy with the insurance premium to be re-charged to the ingoing tenant.

Occupier Rates Payable The property has a National Non Domestic Rateable Value of £4,200.

Lease Terms

1. The Trust invites bidders to propose a lease term up to a maximum of 7 years which will be subject to a rent review every five years.

2. The lease will be on an Full Repairing basis with the property being insured by the Barham Park Charitable Trust through Brent Council’s block insurance policy and recovering the premium from the ingoing tenant. External repairs will be recharged to the tenant by way of a service charge.

3. The ingoing tenant will be permitted to assign the property subject to Landlord’s consent, not to be unreasonably withheld. Sub-letting will be prohibited.

4. The lease will contain such terms as the Solicitor to the Trust considers appropriate. The ingoing tenant will be required to covenant to undertake any proposed works outlined in their business plan at their own expense and obtaining any requisite consents, including planning consents.

5. Contracted out of the security of tenure provisions of the 1954 Landlord and Tenant Act.

6. Rent reviews 5 years and to be uplifted by the Consumer Price Index.

7. The lease to be entered into will be on Brent Council’s standard terms but may include

further terms as the Trust’s solicitor considers appropriate.

Trust’s Fees The prospective tenant will be responsible for the Trust’s Legal costs, which will be £750. The Surveyors fees will be £750.

Further information & Inspection If you require any further information and to arrange an inspection of the Unit please contact:- Amin Soorma Property Service Brent Civic Centre Engineers Way Wembley HA9 0FJ Tel: 020 8937 4204 Email: amin.soorma@brent.gov.uk An alternative point of contact is James Young Head of Assets and Valuation on 020 8937 1398 James.young@brent.gov.uk

Submission Requirements Interested parties should submit the Community Asset Transfer, Property Application Checklist and tender application form to make an application. Please note that the Trust may introduce additional evaluation processes, including interviewing tender bidders.

ONLY ELIGIBLE APPLICANTS SHOULD APPLY

Only Third Sector Organisations of Organisations that are not for private profit can nominate or apply for Community Asset Transfer, these can be:

1. Incorporated charitable organisations. 2. Company limited by guarantee with charitable status. 3. Community interest company (CIC) limited by guarantee. 4. Community benefit Industrial and Provident Society with an asset lock. 5. CIC limited by shares.

Privately owned or commercial organisations can only be considered if their main aim is to deliver social, economic or environmental benefits. Social enterprises will be considered, provided they can clearly demonstrate social aim. National organisations whose remit is regional or nationwide are not normally considered for CATs unless the offer is tailored to deliver outcomes for the people of Brent.

Offers & Closing Date Offers are invited for the property and should be submitted by 12pm on the 17th October 2016 in the prescribed tender format. Interested parties should note that The Card Room is located in a popular park and it is important that the Trust is fully satisfied that any proposed tenant has a track record and sufficient funding to deliver a quality use for the property. Bids will be assessed using the enclosed Community Asset Transfer, Property Application and Checklist that is attached to these property particulars. Please note that the Trust may introduce additional evaluation processes, including interviewing tender bidders. How to apply and closing date

Interested parties should complete the following by 17th October 2016 noon:

1. Property application form, inclusive of a social value test and connection of interest. This is available at: http://www.smartsurvey.co.uk/s/BarhamParkCardRoom/

2. A business plan. Please attach this to the property application form in the relevant section. 3. An equalities form. You will be redirected to this survey once you have completed the property application form. You can find Brent Council’s Diversity policy in the following location: https://www.brent.gov.uk/your-council/about-brent-council/council-structure-and-how-we-work/equality-and-diversity/

Applications will be assessed using Brent’s standard evaluation criteria, please note Brent reserves the right to ask applicants to attend for an interview, or to introduce additional stages to the selection process.

Particulars Disclaimer 1. The areas and measurements contained within these particulars are approximate

figures only and no warranty is given as to their accuracy. The prospective tenant should satisfy themselves as to site areas and other matters of measurement from their own surveys. These details do not form part of any contract.

2. All statements contained therein are made without responsibility on the part of the London Borough of Brent and the Barham Park Charitable Trust and its employees and should not be relied upon as statements or representation of fact. Applicants must satisfy themselves, by inspection or otherwise, as to the correctness of each of the statements contained in these particulars.

3. The London Borough of Brent and the Barham Park Charitable Trust and its employees do not give any warranty whatsoever in relation to the property.

4. The property is offered as seen with all latent and patent defects and neither the London Borough of Brent and the Barham Park Charitable Trust nor its employees warrant that it is suitable for any proposed use.

5. In no case shall any prospective tenant have any claim for expenses incurred in the preparation of any offer, nor in respect of any other matter.

6. The Barham Park Charitable Trust is not obliged to accept the highest or any other offer for the property.

The Consumer Protection from Unfair Trading Regulations 2008 and Misrepresentation Act 1967 The Trust gives notice that:-

1. The above information does not constitute part of an offer or contract. 2. All statements made in the above information are without responsibility on the part of

the Council and the Barham Park Charitable Trust or its Officers. 3. None of the statements contained in the above information should be relied on as

statements or representations of fact. 4. Any prospective tenant must satisfy themselves by inspection or otherwise as to the

correctness and accuracy of the above information. 5. The Barham Park Charitable Trust does not propose issuing instructions to agents and

if you are an agent it is assumed that you are retained by your client. The Consumer Protection from Unfair Trading Regulations 2008 & Misrepresentation Act 1967. The above particulars are believed to be correct but are supplied for information only and no reliance should be placed thereon. They are not deemed to be part of any contract which may be entered into. London Borough of Brent and the Barham Park Charitable Trust do not bind it themselves to accept the highest or any other offer and in supplying these particulars is not issuing

instructions to any agents and therefore does not bear liability for any fee.

Heads of Terms

1. Using the template supplied please confirm the lease Heads of Terms

HeadsOfTerms.docx

Service Offer

2. Using the Service Offer template. Please confirm the Service Offer

ServiceOffer.docx

Social Value Test

3. Please answer all of the following questions to show the expected contribution your project will make in each area within the defined timescales.

Social Value Test Calculator.xlsx

Property Application

Evaluation Criteria

June 2015

Building/Land name:

Address:

1. Is the application from a qualifying organisation?

Pass Fail

If Eligibility Test fails then the application will not be evaluated. 1a. Does the application demonstrate a recreational use for benefit of the local community.

Pass Fail

2. Is the organisation properly constituted and governed?

Yes No

2a. Do the directors or management committee have the necessary skill and capacity to both manage the asset and deliver the proposed service?

Yes No

2b. Do the accounts demonstrate the ability to take on this new property commitment?

Yes No

2c. Has the organisation delivered similar projects in the past?

Yes No

2d. Has the organisation supplied a copy of their equality policy?

Yes No

If a consortium questions 2a-2e must be evaluated for each organisation. 2e. If applicable has a consortium agreement been supplied?

Yes No

Not applicable

3. Analysis of Heads of Terms

Rental value offered £

4. Does the lead service support the service offer?

Yes No

5.Do the social value outcomes justify the Community Asset Transfer proposal being further developed?

Yes No

6. Do the equalities outcomes support the proposed Community Asset Transfer?

Yes No

7. In your opinion do the proposed merits of the application outweigh the negatives and is the application approved to proceed? (property evaluation)

Yes No

8. Was any connection or interest reported:

Yes No

9. The equalities form should be submitted for analysis. Evaluation undertaken by the Property Unit.

Name (Print): (Sign):

Position in Organisation:

Date:

Approved by the lead Service Director or.

Name (Print): (Sign):

Position in Organisation:

Service Area:

Date:

If discussed at an internal Officer Board.

Name of Board:

Date of Meeting:

This evaluation will be used to analyse bids against competing applications. Please note that the Trust may introduce additional evaluation processes, including interviewing tender bidders.

Appendix V. Draft Lease

Draft Lease

June 2015

Dated 2015

Trustees of The Barham Park Charitable Trust

-and-

LEASE

Re:

Fiona Alderman Chief Legal Officer

Legal Services London Borough of Brent

Brent Civic Centre Engineers Way

Wembley Middlesex HA9 9FJ

Ref: 609/121

THIS LEASE is made on the Lease Date BETWEEN the Landlord (1) and the Tenant (2) PARTICULARS DEFINITIONS AND INTERPRETATION PARTICULARS “Lease Date” is 2015 “Landlord” is Trustees of the Barham Park Charitable Trust of Brent Civic Centre Engineers Way Wembley Middlesex HA9 9FJ. “Tenant” is XXXXX (Company Reg No: YYYYY) whose registered office is . “Premises” are more particularly described in Part 1 of the First Schedule to this Lease. “Rent” £XXXXX exclusive of VAT utilities and other financial obligations until the expiry of the fifth year of the Term and thereafter the rent calculated in accordance with the Second Schedule. “Rent Commencement Date” […………………………………………………………..] “Term Date” [……………………………………………………………] “Term”is 7 years less three days from the Term Date. “Permitted Use” XXXXX. 1. DEFINITIONS AND INTERPRETATIONS 1.1 The following expressions and those contained in the particulars have the meanings specified. “Adjoining Premises” means any land or buildings adjoining or near to the Premises owned by the Landlord. “Conduits” means pipes sewers drains mains ducts and all other conducting media and ancillary equipment – that are in on over or under the Premises. “Constitution” the Constitution of the Tenant a copy of which is annexed hereto. “the Directors” means the directors of the Tenant.

“Enactment” means every Act of Parliament and all subordinate legislation made under such Acts. “Fire Safety Regulations” means the Regulatory Reform (Fire Safety) Order 2005. “Insurers” means the insurance office or underwriters with whom the Premises are insured. “Insured Risks” means loss damage or destruction whether total or partial caused by fire storm tempest earthquake lightning explosion riot civil commotion malicious damage impact by vehicles and by aircraft and articles dropped by aircraft – other than war risks flood damage and bursting and overflowing of water pipes and tanks against which the Landlord acting reasonably from time to time thinks fit to insure except for such exclusions and limitations as may be imposed by the Insurers, property owners liability and loss of Rent referable to the reducing term of the Lease. “Insurance Rent” means in respect of any period for which the same is required to be calculated an amount equal to the aggregate of the total premium and other costs incurred by the Landlord for insuring the Premises against the Insured Risks. “Interest” means interest during the period from the date on which the relevant payment is due to the date of payment (both before and after any judgement) calculated on a daily basis at the rate of 4% per annum above the base rate for the time being of National Westminster Bank Plc. “Plan” means the plan or (if more than one) the plans annexed to this Lease. “Public Authority” means the Secretary of State and any Government department public local or any other authority or institution and any court of law or any of them or any of their duly authorised officers. “Tenant Service Offer Template” the Tender Template dated XXXXX which is annexed hereto. “Social Value Test” the method of evaluation set out in Schedule annexed hereto. 1.2 Singular words include the plural and vice versa and the masculine gender includes the neuter gender and vice versa and each includes the feminine gender. 1.3 The expressions “Landlord” and “Tenant” wherever the context so admits include their respective successors in title and any Superior Landlords and where two or more persons comprise the “Tenant” such persons covenant with the Landlord jointly and severally. 1.4 The expression “the Directors” wherever the context so admits includes all persons in whom for the time being are the Trustees of the Tenant.

1.5 The Directors are the present Directors of the Company and are duly authorised in accordance with the Memorandum and Articles of Association to enter into this lease. 1.6 The Tenant by covenanting not to do or omit any act or thing also covenants not to permit or suffer it to be done or omitted. 1.7 Reference in this Lease to:- 1.8 Any consent licence or approval of the Landlord or words to similar effect means a consent licence or other approval in writing signed by or on behalf of the Landlord. 1.8.1 The Premises shall be construed as extending to any part of the Premises. 1.8.2 A specific Enactment includes every statutory extension or modification, amendment or re-enactment of it and any regulations or orders made under it and any general reference to an Enactment includes any regulations or orders made under it. . 1.8.4 The Landlord’s managing agents may include the Landlords’ own employees. 2. DEMISE AND RENTS 2.1 PURSUANT to Section 123 Local Government Act 1972 and in consideration of the Rent hereby reserved and the Tenant’s covenants hereinafter contained the Landlord DEMISES the Premises to the Tenant TOGETHER with the rights set out in Part III of the Schedule and SUBJECT to the exceptions and reservations set out in the Part II of the Schedule for the Term YIELDING AND PAYING whether demanded or not without any deduction or set-off whatsoever:- 2.1.1 FIRSTLY yearly and proportionately for any part of a year the Rent by

equal quarterly payments in advance on the usual quarter days in each year the first payment or a proportionate part for the period commencing on the Rent Commencement Date to the next quarter day to be made on the Rent Commencement Date.

2.1.2 SECONDLY with effect from the Lease Date as an additional rent the

Insurance Rent payable within fourteen days of demand. 3. TENANT’S COVENANTS THE Tenant covenants with the Landlord whilst the Lease is vested in him: 3.1. Specified Activities and Ancillary Works 3.1.1 To perform the Specified Activities accordance with this Lease as contained in the Tenant Services Offer. 3.1.2 To undertake all relevant works all such works to be subject to requisite consents inclusive of Building Control approval [and confirmation of completion].

3.2 Equal Opportunities 3.2.1 In using and occupying the building the Tenant covenants to follow the best professional practice in relation to Equal Opportunities and in particular, (but without limitation), shall comply with: 3.2.1.1 All relevant legislation as well as statutory and other official guidance and codes of practice; and 3.2.1.2The Council's own equal opportunities policies as the same may be adopted and amended from time to time. 3.3 Payment of rents 3.3.1 To pay the rents reserved by this Lease on the days and in the manner set out in Clause 2. 3.3.2 To pay the insurance rent reserved by this lease in the manner set out in Clause 2. 3.3.3 If required by the Landlord to pay the rents by banker’s standing order to the Landlord’s account number 95734791 at National Westminster Bank Plc 15 Bridge Road Wembley Park Middlesex HA9 9AE – sort code 60-23-09 or such other account as may be specified by the Landlord in writing. 3.4 Payment of Outgoings 3.4.1 To pay (or if the Landlord shall require repaying the Landlord) and discharge all rates, taxes, assessments, impositions, duties, charges and outgoings whatsoever whether recurring non-recurring usual or novel which are now or at any time during the Term shall be payable by the owner, landlord, tenant, or occupier in respect of the Premises excluding: 3.4.2 All sums payable by the Landlord in respect of any dealing with the reversion of this Lease or of the Landlord’s receipt of income and all sums included in the rent under Clause 2. 3.4.3 The Tenant shall pay utility suppliers and indemnify the Landlord all charges for electricity, gas and other services consumed or used exclusively at or in relation to the Premises. 3.5 Payment of Costs of Notices Consents Etc. 3.5.1 To pay all reasonable costs charges and expenses and VAT (including counsel’s solicitor’s and surveyor’s fees) incurred by the Landlord in and incidental to: 3.5.2 The preparation and service of a notice under Section 146 Law of Property Act 1925 or in or in contemplation of any proceedings under Sections 146 or 147 of that Act, notwithstanding that forfeiture is avoided otherwise than by relief granted by the Court and

3.5.3 Every step taken during or after the expiration of the Term and in contemplation of or in connection with or with the actual service of all notices and schedules of dilapidations relating to the Tenant’s obligations. 3.5.4 Every application for consent or licence or approval under this Lease. 3.6 Repair 3.6.1 Throughout the Term to keep the whole of the Premises and all additions thereto in good and substantial repair order decoration and condition (damage by any Insured Risk excepted save where the insurance monies shall be irrecoverable in consequence of any act or default of the Tenant excepted) using suitable materials of good quality AND ALSO when and so often as it shall be necessary to renew any fixture upon and belonging to the Premises to substitute another fixture of a similar quality value and description to the reasonable satisfaction of the Landlord. 3.6.2 To keep the grounds and any fences of the Premises in good repair order and condition and to keep the garden and other landscaped parts of the Premises tidy and keep any hedges and grass regularly trimmed and cut if any, where appropriate. 3.6.3 At all times during the Term as often as shall be reasonably necessary but not more often than once in every four years properly to prepare and thereafter to paint with two coats of good quality paint in tints and colours in a workmanlike manner all such exterior and interior parts of the Premises which previously have or ought to be so painted and in each case the painting to be done in the last year of the Term (howsoever terminated) and after each painting to clean burnish polish paint paper grain varnish oil stop whiten French or wax polish and colour and otherwise decorate or treat in a suitable manner for their maintenance all such parts as have previously been so dealt with. 3.7 Duties to the Landlord in respect of Premises 3.7.1 To promptly notify the Landlord in writing of any changes to the information provided as part of the Tenants tender dated ……….. and ensure that all such information the Landlord holds is correct and up to date. 3.7.2 To ensure that it complies with the requirements of the Data Protection Act 1998 in its management and use of all personal information. 3.7.3 To ensure that it complies with all legislation regulating the way the Tenant uses the Premises in particular in respect of health and safety the safeguarding of children and vulnerable adults and freedom of information. 3.8 .Additions Alterations and Signs 3.8.1 Not to make any structural alterations or additions to the Premises and in particular not to cut injure remove or alter or carry out other work affecting the walls beams columns or other load bearing elements surrounding or located within (but excluded from) the Premises and not to commit any waste.

3.8.2 Not to make any external non structural alteration or addition to the Premises except with the Landlord’s consent and (if the consent is given) to carry the work out or procure that the work is carried out in a good and workmanlike manner. 3.8.3 Not to attach to or exhibit in or on the Premises (including the windows) any sign which is visible from the outside without the Landlord’s consent, such consent not to be unreasonably withheld in respect of signs indicating the use of the Premises and promoting the use of the Premises.3.8.4 Not to erect use place permit or otherwise suffer the erection use placing or any mast aerial or telecommunication box device facility or installation on under or over the Premises without the prior consent in writing of the Landlord. 3.8.4 At the expiration of the Term if and to the extent required by the Landlord to remove all alterations additions and signs made to or installed on the Premises by the Tenant and to leave the Premises if so required by the Landlord in the state which existed before any such alterations additions and installations were made. 3.9 Compliance with Enactments and Covenants 3.9.1 To comply with all Enactments and with the requirements of every Public Authority in respect of the Premises and their use and any permitted work being carried out to them and not to do or omit anything by which the Landlord may become liable to make any payment or do anything under any Enactment or requirement of a Public Authority and to keep the Landlord fully and effectually indemnified against all proceedings costs expenses claims and demands in respect of any act or omission on the Tenant’s part. 3.9.2 Forthwith on receipt of any communication or proposal from any public authority relating to the Premises to send the Landlord a copy of it. 3.10 Landlord’s Right to Enter for Various Purposes 3.10.1 To permit the Landlord and all others authorised by it at reasonable times on reasonable prior notice (except in an emergency when no notice need be given) to enter and remain on the Premises with or without equipment for all purposes in connection with the Premises or any Adjoining Premises and to carry out works thereon which are necessary or in all the circumstances reasonable and to allow the Landlord to affix (but not so as to interfere materially with the Tenant’s use and enjoyment of the Premises) notices to the Premises. 3.11 Compliance with Notices Relating to Repair or Condition 3.11.1 If within a reasonable time after service of a notice from the Landlord to remedy any breach of covenant relating to the state of repair or condition of the Premises (or earlier in the case of emergency) the Tenant shall not have commenced and be proceeding expeditiously with the remedial work or if in the Landlord’s reasonable opinion the Tenant is unlikely to have completed or has not completed the relevant work by the expiry of two months (or any shorter period in the case of emergency) after service of the notice to permit the Landlord to enter the Premises and as the Tenant’s agent remedy the breach and to pay the Landlord the cost of

doing so and all expenses incurred (including solicitors costs and surveyors fees) within fourteen days of demand. 3.12 Use 3.12.1 Not to use the Premises or any Tenant’s chattels in them:- 3.12.2 For any purpose (and not to do anything in or to the Premises) which may be or become or cause a nuisance disturbance obstruction or damage to any person or property. 3.12.3 For any dangerous noxious noisy illegal or offensive trade, business or activity or for residential purposes. 3.12.4 (Without prejudice to the preceding paragraphs of this sub-clause) except for the Permitted Use and to carry on the Permitted Use in the Premises. 3.13 Alienation and parting with possession or occupation 3.13.1 Not to assign transfer sublet charge or part with possession of or permit the occupation by a third party of the Premises as a whole. 3.13.2 Not to assign or transfer any part of the Premises. 3.13.3 Not to sublet or part with possession of or permit the occupation by a third party of any part of the Premises. 3.14 Assignment and Subletting 3.14.1 in this clause: “Assignee” means the proposed assignee and “Assignment” means the proposed assignment. “Sub-lessee” means the proposed sub-lessee and “sublease” means the proposed sublease. 3.14.2 The Tenant shall not assign any part (as opposed to the whole) of the Lease. 3.14.3 The Tenant shall not assign the whole of this Lease without the consent of the Landlord, such consent not to be unreasonably withheld or delayed. 3.14.3.1 The Landlord and the Tenant agree that, for the purposes of section 19(1A) of the Landlord and Tenant Act 1927, the Landlord may refuse its consent to an assignment in any of the following circumstances: (a) If the Tenant has not paid all Rent and other sums due under this Lease; (b) if in the reasonable opinion of the Landlord the Assignee is not of sufficient financial standing to pay the Rent and other sums payable under this Lease and to comply with the tenant’s obligations in this Lease (except where the Landlord has determined that acceptable security for such payments and such obligations is provided).

(c) If in the reasonable opinion of the Landlord the Assignment would have an adverse effect on the value of the Landlord’s reversion to the Premises or to adjoining property of the Landlord, assuming the Landlord wished to sell its reversion in the open market on the day following completion of the Assignment. (d) If, where the obligations of the Tenant have been guaranteed by a member of the same Group as the Tenant, the Assignee is another member of that Group; (e) If the Assignee (being a body corporate) is not incorporated within the UK, unless it’s proposed guarantor (and if more than one then all of them) (being a body corporate) is (or are) incorporated within the UK. 3.14.3.2 The Landlord and the Tenant agree that, for the purposes of section 19(1A) of the Landlord and Tenant Act 1927, the Landlord may give its consent to an assignment subject to all or any of the following conditions: (a) that the Tenant enters into an authorised guarantee agreement no later than the date of the Assignment, which agreement is to be by deed, is to provide for a guarantee of all the obligations of the Assignee under this Lease from the date of the Assignment until the Assignee is released by virtue of the Landlord and Tenant. (Covenants) Act 1995, and which provides for all the matters permitted by section 16(5) of that Act and which is otherwise in accordance with Section 16 of that Act and in a form reasonably required by the Landlord; (b) that the Assignee shall procure a guarantor or guarantors, which if a body corporate is to be incorporated within the UK, acceptable to the Landlord, to enter into a full guarantee and indemnity of the Assignee’s obligations under this Lease, such guarantee and indemnity to be by deed and to be in the form of the schedule to this deed together with any additional provisions reasonably required by the Landlord; (c) That if at any time before the Assignment the circumstances set out in clause 3.14.3.1 apply, the Landlord may revoke its consent to the Assignment by written notice to the Tenant: (d) That the Assignment is completed within 4 weeks of the consent. 3.14.4 Clauses 3.14.3.1 and 3.14.3.2 do not limit the right of the Landlord to refuse consent to an assignment on any other reasonable ground or to impose any other reasonable condition to its consent. 3.14.5 The Tenant shall not sublet the whole of the Premises except after obtaining the written consent of the Landlord whose consent may not be unreasonably withheld or delayed. 3.14.6 Every permitted sublease must be granted, without a fine or premium, at a rent not less than whichever is the greater of the then open market rent payable in respect of the Premises to be payable in advance on the days on which the Yearly Rent is payable under this Lease. 3.14.7 Every permitted sublease must contain provisions approved in writing by the Landlord. 3.14.7.1 For the review of the rent reserved by it, on the basis set out in the Second Schedule and on the Review Date.

3.14.7.2 Comprising a direct covenant by the subtenant with the Landlord to comply with the provisions for the calculation and payment of turnover rent contained in the Fifth Schedule of this Lease. 3.14.7.3 Prohibiting the subtenant from doing or allowing anything in relation to the Premises inconsistent with or in breach of the provisions of this Lease. 3.14.7.4 For re-entry by the sub landlord on breach of any covenant by the subtenant. 3.14.7.5 Imposing an absolute prohibition against all dealings with the Premises other than assignment subletting or charging of the whole. 3.14.7.6 Prohibiting assignment, subletting or charging of the whole of the Premises without the consent of the Landlord under this Lease such consent not to be unreasonably withheld or delayed. 3.14.7.7 Requiring the assignee on any assignment of the sublease to enter into direct covenants with the Landlord to the same effect as those contained in clause 3.14, 7.8 requiring on each assignment of the sublease that the assignor enters into an Authorised Guarantee Agreement in favour of the Tenant in the terms set out in Schedule but adapted to suit the circumstances in which the guarantee is given. 3.14.7.8 Prohibiting the subtenant from holding on trust for another or permitting another to share or occupy the whole or any part of the Premises. 3.14.7.9 Imposing in relation to any permitted assignment, subletting or charge the same obligations for registration with the Landlord as are contained in this Lease in relation to dispositions by the Tenant. 3.14.7.10 Imposing in relation to any permitted subletting the same obligations as are contained in this clause 3.14.7 and in clause 3.14.8, clause 3.14.9 and clause 3.14.10 and 3.14.7. excluding the provisions of Sections 24-28 of the 1954 Act from the letting created by the sublease. 3.14.8 Subtenant's direct covenants 3.14.8.1 Before any permitted subletting, the Tenant must ensure that the subtenant enters into a direct covenant with the Landlord that while the subtenant is bound by the tenant covenants of the sublease and while the subtenant is bound by an authorised guarantee agreement the subtenant will observe and perform the tenant covenants contained in this Lease except the covenant to pay the rent reserved by this Lease and in that sublease. 3.14.8.2 The Tenant must not grant the sublease or permit a subtenant to occupy the Premises unless an effective agreement has been made to exclude the operation of Sections 24 to 28 of the 1954 Act pursuant to Section 38A of the 1954 Act. 3.14.8.3 In relation to any permitted sublease, the Tenant must enforce the performance and observance by every subtenant of the provisions of the sublease

and must not at any time either expressly or by implication waive any breach of the covenants or conditions on the part of any subtenant or assignee of any sublease or without the consent of the Landlord, whose consent may not be unreasonably withheld or delayed vary the terms or accept a surrender of any permitted sublease. 3.15 Registration 3.15.1 Within one month after any assignment, charge, under lease, sub-under lease parting with possession or any transmission or other devolution of an interest in the Premises, the Tenant shall leave with the Landlord's solicitors two certified copies of the document effecting such transaction and shall pay to the Landlord's solicitors such reasonable registration fee as the Landlord's solicitors shall reasonably require. 3.16 Changes to the Memorandum of New Directors

3.16.1 To keep the Landlord informed of any changes in the Trustees of the Tenant. 3.17 Good Governance

3.17.1 To comply with the best practice set out in the Code of Governance: A Code for the Voluntary and Community Sector produced by the Association of Chief Executives of Voluntary Organisations Charity Trustee Networks Institute of Chartered Secretaries and Administrators National Council for Voluntary Organisations. 3.18 Insurance and Fire Fighting Equipment 3.18.1 Not to do or omit anything by which any insurance policy of the Landlord relating to the Premises or any Adjoining Premises becomes void or voidable or by which the rate of premium on such policy may be increased. 3.18.2 To comply with all requirements and reasonable recommendations of the Insurers. 3.18.3 To comply with the requirements and duties imposed by the Fire Safety Regulations and the requirements of the Landlord as to fire safety at the Premises. In particular the Tenant must; 3.18.4 Provide unobstructed appropriate operational fire fighting equipment on the Premises if so required by the Landlord or the Landlord’s insurers. 3.18.5 To maintain the firefighting equipment to the reasonable satisfaction of the Landlord or the Landlord’s insurers and efficient working order at least once in every 6 months and cause any sprinkler system and other firefighting equipment to be inspected by a competent person. 3.18.6 Not obstruct the access to any fire equipment or the means of escape from the Premises or lock any fire door while the Premises are occupied.

3.19 Not to Obstruct or Overload Not to obstruct:- 3.19.1 Or damage or place any objects or store anything on or use any area leading to the Premises in a way which causes nuisance damage or annoyance. 3.19.2 The means of escape in case of emergency from or to the Premises. 3.19.3 Or discharge any deleterious matter into any Conduits serving the Premises

and to keep them clear and functioning properly.

3.19.4 Stop-up or darken the windows and other openings of the Premises.

3.19.5 Any notice erected by the Landlord under clause 3.10 nor to overload or cause undue strain to the Premises (or the electrical installation therein) or to any structure surrounding or located with (but excluded from) the Premises or to any Conduits. 3.19 Preservation of Easements

3.19.1 To preserve all rights of light and other easements belonging to the Premises

and not to give any acknowledgement that they are enjoyed by consent.

3.19.2 Not to do or omit anything which might subject the Premises to the creation of any new easement and to give notice to the Landlord forthwith of any encroachment known to the Tenant which might have that effect.

3.20 Defective Premises To give notice forthwith to the Landlord of any defect in the Premises which might give rise to:- 3.20.1 An obligation on the Landlord to do or refrain from doing anything in relation to

the Premises or

3.20.2 Any duty of care or the need to discharge such duty imposed by the Defective Premises Act 1972 or otherwise and at all times to display and maintain all notices which the Landlord may from time to time reasonably require to be displayed at the Premises in relation to their state of repair and condition.

3.22 Yield Up 3.22.1 At the end of the Term, howsoever determined, the Tenant must yield up the Premises with vacant possession, decorated and in good repair and condition, give up all keys of the Premises to the Landlord, remove tenant's fixtures and fittings if requested to do so by the Landlord and remove any signs erected by the Tenant or any of his predecessors in title in, on or near the Premises, immediately making good any damage caused by their removal.

3.22.2 In case of default, the Landlord may execute such works or do any other thing which may be necessary to comply with the requirements specified in this clause. 3.22.3 To pay to the Landlord on demand, all expenses so incurred and mesne profits at the rate of the rent reserved by this Lease immediately prior to the end of the Term during the period reasonably required for the exercise of the Landlord's rights under clause. 3.20.4 Together with Interest on such expenses from the date of expenditure and on the mesne profits from the date of demand until, in each case, the date they are paid by the Tenant to the Landlord. 3.23 Consent and Re-letting 3.23.1 To observe and perform the obligations of the grantee or licensee contained in

every consent licence or approval granted in pursuance of this Lease.

3.23.2 To permit the Landlord during the three months immediately preceding the determination of the Term to affix and retain without interference upon any part of the Premises a notice for re-letting the same and to permit persons with written authority from the Landlord or its agents at reasonable times of the day and by prior appointment to view the Premises. 3.24 Nominated Person 3.24.1 To produce to the Landlord a named nominated person within the Tenant’s organisation who is fully conversant with its organisation’s legal, financial and statutory obligations regarding the management, including the health and safety requirements, and the safeguarding of children and vulnerable adults. 3.25 Activities 3.25.1 To provide on the usual quarter days to the Council a schedule of the dates of activities undertaken and the numbers of attendees for each activity held at the premises in respect of the previous quarter. 3.26 Annual Business and Management Plan 3.26.1 To regularly monitor the progress and performance of the service at the premises and in particular the Specified Activities undertaken at or from the premises in accordance with the Tenant’s Service Offer and the Social Value Test. 3.26.2 To submit an annual self-assessment of the progress and performance of the Centre and in particular the Specified Activities undertaken at the Centre in accordance with the Tenant’s Service Offer and the Social Value Test in writing to the Landlord before 31st March in each year for consideration by the Landlord. 3.26.3 To respond to and meet with the Landlord’s officers to review the self-assessment and take account of the feedback received from the Landlord on the

Tenant’s self-assessment and to obtain the Landlord’s approval to any alterations or addition proposed to the service at the premises. 3.27 Audited Accounts 3.27.1 To comply with all relevant laws regarding the preparation and submission of annual accounts and to make audited accounts available to the Landlord within 6 months of the end of the financial year. 3.28 Sources of Grant Funding 3.28.1 To disclose to the Landlord in writing all sources of grant funding per annum. 3.29 Key-holders 3.29.1 The Tenant must ensure that at all times the Landlord has written notice of the name, home address and home telephone number of at least 2 key-holders of the Premises. 3.30 Void Allowance 3.30.1 The Tenant shall not claim void allowance for any rates or taxes during the last six weeks and one day of the Term. 4 LANDLORD’S COVENANTS THE Landlord covenants with the Tenant: 4.1 Quiet Enjoyment That if the Tenant observes the performs his covenants contained in this Lease the Tenant may peaceably and quietly hold and enjoy the Premises without any lawful interruption by the Landlord or any person rightfully claiming through under or in trust for it. 4.2 Insurance 4.2.1 To keep the Premises insured against the Insured Risks and in a sum which in the Landlord’s opinion is the full rebuilding cost (but not necessarily the facsimile reinstatement cost) of the Premises. 4.2.1 If and whenever during the Term the Premises are damaged or destroyed by an Insured Risk and the payment of the insurance monies is not refused in whole or in part by reason of any act or default of the Tenant or of any person for whom it is responsible the Landlord at its own discretion will take the necessary steps to obtain any requisite planning permissions and consents and if they are obtained to lay out all monies received in respect of such insurance (except sums in respect of public liability and loss of rent) in and towards replacing (but not necessarily in facsimile reinstatement) the damaged or destroyed parts as soon as reasonably practicable and will make up any deficiency out of its own money PROVIDED ALWAYS THAT the Landlord shall not be liable to do so if it is not commercially viable or is unable (having used all reasonable endeavours) to obtain every planning permission and

consent necessary to execute the relevant work in which event the Landlord shall be entitled to retain all the insurance monies received by it. 5 IT IS AGREED AND DECLARED THAT 5.1 Re-entry Without prejudice to any other remedies and powers contained in this Lease or otherwise available to the Landlord if 5.1.1The whole or any of the rents including the Insurance Rent shall be unpaid for fourteen days having becoming payable (in the case of the Rent whether formally demanded or not) or 5.1.2. The Tenant being an Association is dissolved (whether formally or nor) at any time when the Term is vested in the Trustees. 5.1.3 Any of the Tenant’s covenants in this Lease are not performed or observed or 5.1.4 The Tenant (or if more than one person any one of them being a company) is the subject of a petition for its winding up or enters into liquidation whether voluntarily (except for reconstruction or amalgamation of a solvent company) or compulsorily or has a provisional liquidator or a receiver (including an administrative receiver) appointed or is the subject of an administration order or a petition for one or of a voluntary arrangement or a proposal for one under Part 1 Insolvency Act 1986 or is unable to pay its debts within the meaning of Section 123 Insolvency Act 1986 or is otherwise insolvent or having been registered with unlimited liability it acquired limited liability or 5.15 The Tenant (or if more than one person any one of them being an individual) is the subject of a bankruptcy petition or bankruptcy order or of any application or order or appointment under Section 253 or Section 273 or Section 286 Insolvency Act 1986 or otherwise becomes bankrupt or insolvent or

1.16 The Tenant enters into or makes any proposal to enter into any arrangement or composition for the benefit of his creditors then the Landlord may at any time thereafter (and notwithstanding the waiver of any previous right of re-entry) re-enter the Premises whereupon this Lease shall absolutely determine but without prejudice to any Landlord’s right of action in respect of any antecedent breach of the Tenant’s covenants in this Lease.

5.2 Rent Cesar If and whenever during the Term 5.2.1 The Premises are destroyed or damaged by an Insured Risk so that they are unfit for occupation and use and.

5.2.2 The insurance of the Premises and the payment of any insurance money has not been vitiated by the act neglect default or omission of the Tenant or of any person for whom it is responsible the Rent or a fair proportion of it according to the nature and extent of the damage sustained shall be suspended and cease to be payable from the date of destruction or damage until the date on which the Premises are made fit for substantial occupation and use. 5.4 Notices 5.4.1 Without prejudice to any other lawful method of service all notices authorised by this Lease or by statute to be served may be served in accordance with the provisions of Section 196 of the Law of Property Act 1925 and the Recorded Delivery Service Act 1962 save that any notice to the Tenant shall only be duly served on the registered office of the Tenant to be marked for the “Attention of [enter name of Director]” and copied to such other address for service and officer notified to the Council by the Tenant in writing. 5.5 Determination 5.5.1 If the Premises shall be so destroyed or damaged by an Insured Risk as to be in the Landlord’s reasonable opinion completely unfit for occupation and use the Landlord may by not less than six months notice served on the other within twelve months after the date of destruction or damage determine this Lease and upon the expiry of such notice this Lease and the Term shall determine without prejudice to any rights or remedies which may have accrued to either party in respect of any breach of any of the covenants or obligations contained in this Lease. 5.5.2 The Tenant may terminate this Lease by giving not less than ten (10) months notice of termination in writing to the Landlord on or before 1st September to expire on 31st July in the following year and on the expiration of the said notice the term. hereby granted shall forthwith cease and determine but without prejudice to the respective accrued rights of the Landlord and Tenant hereunder. 5.5.3 In the case of the Tenant serving notice under clause 5.5.2, the Tenant shall, up to the expiry of such notice, pay the rent and observe and perform the covenants on is part under this Lease otherwise the Tenant's notice under clause 5.5.2 shall be of no effect. 5.5.4 The Landlord may terminate this Lease if the Landlord considers that the Tenant has not provided a satisfactory service in accordance with the Tenant’s Service Offer and Social Value Test by giving not less than three (3) months notice of termination in writing to the Tenant on or before 1st May 2017 to expire on the 1st July 2017 or on or before 1st May 2019 or 1st May 2021 to expire on the 1st July 2019 or 1st July 2021 respectively and on the expiration of the said notice the term hereby granted shall forthwith cease and determine but without prejudice to the respective accrued rights of the Landlord and Tenant hereunder. 5.6 Local Authority Powers

5.6.1 For the avoidance of doubt, nothing contained in this Lease or implied shall prejudice or affect the Landlord's rights, powers, duties, discretions and obligations in the exercise of its function as Local Authority and the rights, powers, duties, discretions and obligations of the Landlord under all public and private statutes, bye-laws, orders and regulations may be as fully and effectually exercised in relation to the Premises as if the Landlord were not the owner of the Premises and this Lease had no been executed by it. 5.7 Landlord Free to Develop 5.7.1 The Landlord shall have power at all times without obtaining consent from or making compensation to the Tenant to deal as the Landlord may think fit with the land or buildings adjacent to or opposite, adjoining or neighbouring the Premises and to erect or suffer to be erected on such adjoining, opposite, adjacent or neighbouring land any buildings whatsoever whether such buildings shall or shall not affect or diminish the light or air which may now or at any time during the Term be enjoyed by the Tenant. 5.7.2 Section 62 of the Law of Property Act 1925 does not apply to this Lease. 5.8 Party Walls 5.8.1 All interior walls which are common to the Premises and any adjoining premises are hereby declared to be party walls and shall not without the prior written consent of the Landlord be interfered with in any way by the Tenant 5.9 Exclusion of Landlord's Liability 5.9.1 The Landlord shall not be responsible for the Tenant or the Tenant's licensees, invitees, servants, agents or other persons in or about the Premises or calling upon the Tenant for any accident, happening or injury suffered or damage to or loss of any chattel or property sustained on or about the Premises. 5.10 Exclusion of Statutory Compensation 5.10.1 Subject to the provisions of sub-section (2) of Section 38 of the Landlord and Tenant Act 1954 as amended by the Law of Property Act 1969, the Tenant shall not be entitled on quitting the Premises to any compensation under Sections 37 and 59 of the Landlord and Tenant Act 1954. 5.11 Exclusion of Warranty 5.11.1 No warranty is given or implied by this Lease by the Landlord or otherwise that the use to which the Tenant proposes now or in the future to carry out on the Premises nor any alteration or addition which the Tenant may now or in the future desire to carry out will not require planning permission under the Planning Acts and the Tenant shall indemnify and keep indemnified the Landlord against any costs, claims, action, proceedings, compensation, demands or damages which may arise directly or indirectly under the Planning Acts in respect of the Premises.

6. EXCLUSION OF LANDLORD AND TENANT ACT 1954 6.1.1 By a notice in the form or substantially in the form set out in Schedule 1 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003 dated [ ] served by the Landlord on the Tenant and a [declaration]/[statutory declaration] dated [ ] made by the Tenant [or a person duly authorised by the Tenant] in the form or substantially in the form set out in paragraph [7]/[8] of Schedule 2 to the Regulatory Reform (Business Tenancies) (England and Wales) Order 2003, pursuant to the provisions of Section 38A of the Landlord and Tenant Act 1954 (as amended), it is agreed between the Landlord and the Tenant that the provisions of Sections 24-28 (inclusive) of the Landlord and Tenant Act 1954 (as amended) are excluded from the tenancy granted by this Lease. 7. CERTIFICATE 7.1.1 It is hereby certified that there is no agreement for lease to which this Lease gives effect. 8. NEW TENANCY 8.1.1 This Lease is a New Tenancy as defined in Section 1 of the Landlord and Tenant (Covenants) Act 1995. IN WITNESS whereof this Lease has been executed as a Deed and delivered the day and year first before written. THE FIRST SCHEDULE PART 1 ALL THAT property known as the ………………..in which for the purpose of identification only shown edged red on the Plan. (i) all fixtures and fitting from time to time. (ii) all improvements alterations and additions. (iii) the interior faces of all walls columns and ceiling slabs the covering of the

floors and the boards and the screeds of such floors and one half divided vertically of any wall separating the Premises from other parts of the Building.

(iv) raised floors. (v) suspended ceilings their means of attachment and voids above them. (vi) conduits exclusively serving the Premises which are within the Premises. (vii) all doors and their frames and any glass in the doors

(viii) all internal non structural walls and partitioning. (ix) the main walls roof and foundations of the Premises. (x) any structural parts of the Premises. (xi) the conduits within the Premises which serve more than just the Premises. (xii) any air conditioning heating and ventilation systems and units (other than

those exclusively serving the Premises). (xiii) any fire alarms fire prevention security /alarm or other equipment in the

Premises not exclusively serving the Premises and any reference to the Premises includes any part of them.

(x) the exterior of the Premises. PART II EXCEPT AND RESERVED to the Landlord (and all other persons authorised by the Landlord or having like rights) the free and uninterrupted rights 1. To the passage and running of water soil gas electricity telephone and other

services or supply to and from any Adjoining Premises through the Conduits in or under the Premises.

2. For the Landlord to enter the Premises for the purposes mentioned in this

Lease. 3. Of light air and protection now or after the date of this Lease enjoyed by any

Adjoining Premises. 4. At any time hereafter to alter rebuild make connections to or demolish any

building on any Adjoining Premises in such manner as the person exercising the right shall think fit notwithstanding the same may obstruct affect or interfere with the amenity of or the passage of light and air to the Premises or have an insubstantial effect on the means of access to them.

5. To erect and retain for a reasonable period scaffolding notwithstanding that it

may temporarily restrict the access to or enjoyment and use of the Premises. PROVIDED THAT if the Landlord exercises any of the above rights by carrying out work on the Premises it shall forthwith make good any damage caused to the Premises unless the right has been exercised because of some breach by the Tenant. PART III RIGHTS AND PRIVILEGES granted to the Tenant (1) the right at any time or times during the Term the right of access to and egress

for the Tenant and persons authorised by the Tenant from and to the Demised

Premises at all times by foot over the access route shown cross hatched green and with or without vehicles over the access road shown cross hatched grey on the Plan.

(2) the right of free passage and running of water soil gas and electricity to the Premises through the sewers drains watercourse pipes wires and cables which serve the Premises.

(3) the right to such support and protection as it is at present enjoyed by the

Premises from the Building of which the Premises form part.

PART IV TENANTS SERVICE OFFER. Annexed hereto SECOND SCHEDULE Review of Rent 4.1 In this Schedule the following expressions shall bear the following meanings respectively: 4.1.1 'Review Date' means the fifth anniversary of the Term Commencement Date; 4.1.2 'Review Period' means the period starting with the Review Date and ending upon the expiry of the term; 4.1.3 “Rent” means until the Review Date the rent of £XXXXX ) per annum (excluding VAT) and during the Review Period a rent per annum equal to the greater of (a) the Rent payable immediately before the Review Date (or which would be payable were it not for any abatement or suspension of rent in accordance with this lease or arising through operation of law); and

(a) the revised rent ascertained in accordance para 4.2.

4.1.4 'rent concession' means any rent-free or reduced rent period or rental allowance or capital payment in lieu or similar concession in respect of any period which would be required to carry out the fitting-out works of the willing tenant and to render the Premises ready for occupation and use. 4.2. On the Review Date upon which the Rent falls for review the Rent shall be calculated by applying the following formula: X = R x B/A Where: X = the revised rent payable after the Review Date; R = the Rent payable immediately prior to the Review Date;

B = the “all Items excluding mortgage interest rates” figure of the Index of Consumer Prices published by the Office of National Statistics or any Successor Authority (the ‘”CPI figure’”) published in respect of the last

Complete month immediately prior to the Review Date or as the case may be);

A = the CPI figure (excluding mortgage interest rates) published for the Preceding months of April to March immediately prior to the Review

Date. In the event of the reference base used to compile such Index changing after the date of this Lease the figure taken to be shown in the Index after the change will so far as reasonably practicable be the figure which would have been shown in the Index if the reference base current at the date of this Agreement had been retained. The Landlord will give written notice to the Tenant of any variation to the Rent as soon as possible after the date upon which the Rent falls for review (but the Tenant’s liability to pay any reviewed Rent from the Review Date will not be affected by any failure on the part of the Landlord to give such written notice). 4.3 As soon as practicable after the amount of the revised rent shall have been ascertained (Including if such be the case that there is a nil increase), memoranda recording the amount of the revised rent shall be signed by or on behalf of the Landlord and the Tenant and annexed to this lease and to the counterpart, and the Landlord and the Tenant shall each bear its own costs in this regard. 4.4. If the Rent payable on and from the Review Date has not been ascertained by the Review Date, then the Tenant shall pay to the Landlord: 4.4.1 Until the date of ascertainment Rent at the rate in force immediately before the Review Date; 4.4.2 within 14 days of receiving written notice of ascertainment, an amount representing the difference ('the shortfall') between: (a) The amount of the Rent due for payment for the period from the Review Date until (but excluding) the quarter day following the date of ascertainment, and (b) The amount which would have been payable for that period if the revised rent had been ascertained at the Review Date; 4.4.3 Interest at the base rate as specified under clause [……………..] of this lease on each quarterly constituent part of the shortfall calculated on a day-to-day basis by reference to the quarter days upon which such parts of the shortfall would have been payable if the revised rent had been ascertained at the Review Date. THIRD SCHEDULE Service Charge

Part 1 Definitions In this schedule the following words shall have the following meanings: 1.1 "Services" means the services described in Part 3 of this schedule for which the Service Charge is payable. 1.2 "Service Charge" means the Service Charge Sum calculated and payable in accordance with the provisions of Part 2. 1.3 "the Service Charge Review Date" shall mean [ 2019] and thereafter each anniversary of the Term Commencement Date. Part 2: Service Charge Sum 1. With effect from the date hereof until fifth anniversary of the Term Date

the Service Charge Sum payable by the Tenant shall be £XXXXX per annum the Service Charge Sum to be paid to be paid in advance on the XXXXX.

2. With effect from the fifth anniversary of the Term Date the Service Charge Sum

payable per annum by the Tenant shall be to be paid in advance on the 1st July in each year.

Part 3 the Services The Services are the repairing maintaining and, whenever the Landlord, acting reasonably, regards it as necessary in order to repair, replacing or renewing the access road shown hatched grey ; to a reasonable standard of repair. THE COMMON SEAL of THE MAYOR AND BURGESSES OF THE LONDON BOROUGH OF BRENT on behalf of the Trustees of the Barham Park Charitable Trust was hereunto Affixed in the presence of: - ____________________________ Solicitor EXECUTED as a Deed XXXXX in the presence of )