Section one: Contracting authority/entity
one.1) Name and addresses
WORTHING BOROUGH COUNCIL
Portland House,44 Richmond Road
WORTHING
BN111HS
Contact
Procurement Team
procurement@adur-worthing.gov.uk
Telephone
+44 1903221454
Country
United Kingdom
Region code
UKJ27 - West Sussex (South West)
Justification for not providing organisation identifier
Not on any register
Internet address(es)
Main address
https://www.adur-worthing.gov.uk/
one.4) Type of the contracting authority
Regional or local authority
one.5) Main activity
Housing and community amenities
Section two: Object
two.1) Scope of the procurement
two.1.1) Title
Union Place, Worthing - commercial joint venture agreement including conditional transfer of land to enable residential-led, mixed-use development as a two-phase scheme.
two.1.2) Main CPV code
- 70111000 - Development of residential real estate
two.1.3) Type of contract
Services
two.1.4) Short description
The Contracting Authority (CA) proposes to enter into a limited liability partnership (or other similar joint venture) (JVA) agreement with Roffey Homes Limited (JVPartner), under which both parties will establish and become members of a limited liability partnership (LLP). The Contracting Authority proposes to transfer land into the LLP. Subject to satisfactory planning permission for residential-led, mixed use development having been obtained, and to satisfying certain conditions precedent, and if JVPartner carries out the development, the LLP will dispose of/sell the developed land, and distribute the resulting sales proceeds in accordance with the LLP members' agreement.
two.1.6) Information about lots
This contract is divided into lots: No
two.1.7) Total value of the procurement (excluding VAT)
Value excluding VAT: £52,000,000
two.2) Description
two.2.2) Additional CPV code(s)
- 45000000 - Construction work
- 70120000 - Buying and selling of real estate
two.2.3) Place of performance
NUTS codes
- UKK - South West (England)
two.2.4) Description of the procurement
The JVA will regulate proposed joint ownership of the LLP by CA and Roffey (JVPartner). JVPartner is seeking planning permission for a residential led mixed-use, phased development. CA-owned land at Union Place, Worthing, will transfer to LLP, which (potentially through CA) will also acquire third party Union Place land (CA and third party land together "the Site"). JVPartner may contribute capital, and potentially debt funding, to LLP (CA might also do this), which may also raise third party debt funding. JVPartner doesn't have to do works for/provide services to CA or LLP. In some circumstances if JVPartner doesn't satisfy conditions precedent to enable development, or doesn't develop in a timeframe, CA can acquire JVPartner''s share in the LLP, on agreed terms. JVA will provide, if JVPartner develops the Site, for the Site properties to be sold/disposed of, receipts being distributed between CA and JVPartner.
two.2.11) Information about options
Options: No
Section four. Procedure
four.1) Description
four.1.1) Type of procedure
Award of a contract without prior publication of a call for competition in the cases listed below
- The procurement falls outside the scope of application of the regulations
Explanation:
CA proposes entering into a joint venture LLP agreement (JVA) with Roffey Homes Limited ('JVP'), regulating proposed joint ownership by CA and JVP of a limited liability partnership (LLP). CA will transfer its land at Union Place, Worthing to LLP, which will also acquire third party-owned Union Place land (CA and third party-owned land together being "the Site"). The CA land will be transferred in Phases; Phase 1 at JVA outset or after planning consent obtained, Phase 2 later, after satisfying conditions precedent ("CP's") (planning consent for development having first been obtained). JVP contributes capital, and potentially debt funding, to LLP (CA might also do this). LLP will raise third party debt funding. It is expected that (so far as not already obtained) JVP will apply for planning permission for a residential mixed-use, phased Site development. CA will use reasonable endeavours to get vacant possession of parts of Site, as needed for development. JVA will provide, if JVP develops the Site, for Site properties to be sold/disposed of, receipts distributed between CA and JVP.
If satisfactory planning consent has not previously been/is not granted/CP's aren't satisfied, or either party decides not to proceed with the development, the CA or the JVP may terminate JVA, CA bearing part of JVP's abortive costs, but acquiring JVP's LLP share. If JVA is terminated after satisfactory planning permission is obtained, CA may (itself, or through LLP/a third party) proceed with development, subject to offering JVP a first refusal right on previous JVA terms. If CA and JVP are "deadlocked", ie. can't agree certain matters, either party can buy the other out on agreed terms.
On JVPs insolvency, or if development isn't carried out in a certain way/by milestones, CA can terminate JVA, with rights to acquire JVP's share of LLP on an agreed basis, and to continue with development or sell, subject to any senior debt funder of LLP exercising step-in rights.
JVP will enter into a building contract with its sister company (building contractor), under which the building contractor contracts with JVP to develop the Site at LLP's cost. However, neither JVP nor building contractor have obligations to CA or LLP to carry out development/other works, or to provide any services (unless JVP carries out the development).
For these reasons, CA considers that JVA does not constitute a public contract under the Public Contracts Regulations 2015, but is an exempt land transaction.
four.1.8) Information about the Government Procurement Agreement (GPA)
The procurement is covered by the Government Procurement Agreement: No
Section five. Award of contract/concession
A contract/lot is awarded: Yes
five.2) Award of contract/concession
five.2.1) Date of conclusion of the contract
14 March 2023
five.2.2) Information about tenders
The contract has been awarded to a group of economic operators: No
five.2.3) Name and address of the contractor/concessionaire
Roffey Homes Limited
Worthing
Bn11 1qr
Country
United Kingdom
NUTS code
- UKK - South West (England)
Companies House
00657938
The contractor/concessionaire is an SME
Yes
five.2.4) Information on value of contract/lot/concession (excluding VAT)
Initial estimated total value of the contract/lot/concession: £52,000,000
Total value of the contract/lot/concession: £52,000,000
five.2.5) Information about subcontracting
The contract/lot/concession is likely to be subcontracted
Short description of the part of the contract to be subcontracted
JVP anticipates entering into a building contract with its sister company, Westbrooke Developments Limited, (contractor), under which the contractor contracts with JVP to develop the Site at LLP's cost. However, neither the JV Partner nor the contractor are obliged to the contracting authority or LLP to carry out development/ or to provide any services (unless JVP does the development).
Section six. Complementary information
six.4) Procedures for review
six.4.1) Review body
Royal Courts of Justice
London
XC2A 2LL
Telephone
+44 2079476000
Country
United Kingdom
six.4.3) Review procedure
Precise information on deadline(s) for review procedures
In accordance with Regulations 88 - 104 (Applications to the Court) of the Public Contracts Regulations 2015 (as amended). Proceedings under the Public Contracts Regulations 2015 are time limited, and any such proceedings must be brought in the High Court of England and Wales.