Urban development construction work

Tender description

GLAP wishes to facilitate the development of the Thameside West (‘TWest’) site in London docklands as a residential-lead, mixed-use redevelopment (‘the Development’). The TWest site comprises the Thames Wharf site, owned by GLAP, the Carlsberg Tetley site, owned 2-thirds by Silvertown Homes Ltd (‘SHL’) and one-third by GLAP, and 3 smaller land parcels which are owned by SHL. GLAP and SHL (‘the Landowners’) concluded that their individual interests in the site would be optimised by a coordinated strategy which brings forward the development of TWest as a whole, rather than developing separate parcels in isolation. To that end, GLAP, SHL and Keystone Silvertown Ltd (‘KSL’) (as Guarantor) intend to enter into a Cooperation Agreement (‘CA’) and several related agreements. To facilitate the development of the TWest site, which is owned partly by GLAP and partly by SHL, GLAP, SHL and KSL intend to enter into the CA and several related agreements. The CA foresees the parties working together to obtain outline planning permission for the development and detailed planning permission for jointly-owned phases of the development; to acquire any additional third party interests in the TWest site; to bring about necessary infrastructure and enabling works; to establish an estate management strategy; and establish a disposal strategy for the Carlsberg Tetley site and jointly-owned phases. GLAP, SHL and KSL will also enter into an equalisation agreement setting out an agreed mechanism to balance the affordable housing allocation under the masterplan and to set out the basis on which future infrastructure expenditure is shared between the landowners (namely, 38 % GLAP versus 62 % SHL). The development will be divided into different phases. The CA provides that where SHL and its affiliates own a majority of the land area within a phase (‘SHL Majority Phase’), and provided that SHL or its named affiliate meets certain criteria (relating to covenant strength, funding and relevant experience), SHL or the named affiliate will be the approved developer for that Phase and will enter into a disposal agreement and/or development agreement with the landowners for the relevant development. However, this does not apply to a plot of land within a phase (‘Plot’) where the land is wholly owned by GLAP (‘Solely Owned GLA Plot’). The CA also provides that, for any SHL majority phase where the landowners are jointly developing the land, the landowners will engage Keystone Land Developers Ltd (‘KLDL’) to provide development management (‘DM’) services, provided that KLDL meets certain criteria related to its skills, resources and past performance, and KLDL will enter into a DM agreement with the landowners (or the relevant landowner(s) of the jointly-owned phase) for this purpose. KLDL is owned 50 % by the same ultimate Keystone entity that owns SHL and 50 % by the founder and CEO of keystone partners, Maxwell James. Again, this does not apply to a Solely Owned GLA Plot. On the same date as signing the CA, the Landowners and KLDL will also enter into the following: — a land acquisition agreement (‘LAA’), under which KLDL negotiates the acquisition of relevant interests in the TWest site from third parties, — a development agency agreement (‘DAA’), under which KLDL provides site-wide development agency services in connection with the development, and — an estate management services agreement (‘EMA’), under which KLDL manages the Carlsberg Tetley site (which is SHL majority phase land). The fees payable to KLDL under each of these 3 agreements will be borne equally by GLAP and SHL and are expected to exceed the relevant value threshold in the Public Contracts Directive 2014/24/EU. These agreements will terminate upon outline planning permission being secured. Thereafter, the landowners will liaise to ensure that appropriate arrangements are in place for the provision of equivalent services post-planning. SHL has appointed or will appoint various consultants to assist on the planning applications. GLAP will pay 38 % of costs and fees associated with the outline planning application (save that GLAP's contribution to the masterplan architect's costs is capped at 500 000 GBP) and costs and fees associated with any detailed planning application will be met by the landowner of the property to which it relates (or proportionately if spanning ownerships). In most cases, these (sub) contracts fall outside the Public Contracts Directive 2014/24/EU, as they are entered into by SHL (not GLAP) and (save in respect of detailed planning on plots or phases solely or majority-owned by GLAP) GLAP contributes no more than 50 % of the cost. In many cases, they will also fall below the value threshold for application of the Public Contracts Directive.