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

Concepts

• worthing
• residential real estate
• third party union place land
• other similar joint venture
• land
• certain conditions precedent
• proposed joint ownership
• union place
• ca-owned land
• conditional transfer

Location

WORTHING

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.

Total Quantity or Scope

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.

Award Detail

CPV Codes

• 70111000 - Development of residential real estate
• 45000000 - Construction work
• 70120000 - Buying and selling of real estate

Indicators

Legal 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.