Union Place, Worthing - commercial joint venture agreement including conditional transfer of land to enable residential-led, mixed-use development as a two-phase scheme.

CPV: Buying and selling of real estate · Construction work · Development of residential real estate

Procedure method

Award procedure without prior publication of a call for competition

Legal basis

CELEX · 32014L0024 Public Contracts Regulations 2015 (Directive 2014/24/EU)

Procurement category

Services

Notice status

Awarded without competition

Procurement threshold

Unspecified in notice

Regulatory regime

Standard

Commercial structure

Stand-alone contract (no framework)

Competition type

Direct award (no call for competition)

GPA / WTO covered

Unspecified in notice

Recurring procurement

Unspecified in notice

First published

16 Oct 2023, 17:00 BST

Last source update

16 Oct 2023, 17:00 BST

FTS notice number

2023/S 000-030519

Classification (CPV)

Buying and selling of real estateConstruction workDevelopment of residential real estate

Delivery area

South West (UKK)

Official registry OCID

ocds-h6vhtk-040c79 Find a Tender

Why no open competition

The procurement falls outside the scope of application of the directive

Published justification

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.

• Roffey Homes LimitedAwarded supplierGB-COH: 00657938 Worthing, South West, Bn11 1qr

No document links were published on the notice.