In 2013 Affinity Sutton’s contract for responsive repairs and voids in London and the South East was ended and Affinity Sutton signed a short-term two-year £20 million contract with Osborne Property Services Limited (OPSL); the second placed contractor in the original procurement. At the end of that contract, Affinity Sutton decided to bring their responsive maintenance and voids work for this area in-house.

The workforce was already located within a wholly owned subsidiary of Affinity Sutton, which made things simpler. However, it was still necessary to review the subcontracting and supply arrangements, and to put in place the contract between Affinity Sutton Homes and its subsidiary.

Affinity Sutton already had another maintenance subsidiary for the rest of the country, so it was decided to update this contract and standardise the contracts between the two subsidiaries at the same time.

What was our role?

We advised Affinity Sutton on both the interim contract with OPSL and on the arrangements to bring their maintenance work in-house.

We helped Affinity Sutton draft the contract with OPSL. This was based on the ACA’s Term Partnering Contract 2005 (“TPC”) with a price per property/price per void payment mechanism. This form of contract was used because it was the form against which OPSL had tendered in the original procurement. For the contract with OPSL, we updated the original contract to reflect legislative changes and included a few provisions that were necessary to “make it work” as an interim contract. We also advised on payment issues under that contract and reviewed the settlement of the final account.

For the contracts between Affinity Sutton Homes and its two maintenance subsidiaries, it was decided to use our own “template” TPC documentation, together with a much more developed Price Framework and Inclusions and Exclusions list than had been used in the original procurement. The “Special Terms” in this contract included provisions to deal with the application of the new CDM Regulations to responsive maintenance and voids tasks where more than one contractor may be working in a property the same time. As these are long term contracts, their total value is in the region of £600 million.

How did we add value?

We reviewed all of the supply and subcontracting arrangements that had been put in place by OPSL and advised whether those arrangements could be continued (and for how long). We provided a template “standard contract” for straightforward subcontracts and specifically negotiated particular key supply and subcontracting arrangements.

We protected the original contract with OPSL from set aside on a challenge by submitting a voluntary transparency notice to OJEU.

Lessons that Affinity Sutton had learnt in the administration of the original contract were used to identify areas of ambiguity in the contract documents, which were clarified in the final version. Although these were contracts with wholly owned subsidiaries, this has helped in the practical administration of these contracts.

Our thorough review of the subcontracting and supply chain arrangements, and associated procurement requirements, enabled us to give Affinity Sutton a clear picture of which subcontracts could be extended, for how long, and where a formal procurement process would be required. By providing a template “standard contract”, we helped Affinity Sutton Repairs put the subcontracting arrangements on a proper footing with minimal further input being required from us.

The option to work with Anthony Collins Solicitors was carefully considered. We wanted a partner that had an excellent understanding of our sector, but also the ability to step into our shoes and work with us to put in place a contract package that promoted a first class repairs partner. Anthony Collins Solicitors demonstrated their substantial knowledge in our field and went on to encourage us to consider ideas we wouldn’t otherwise have adopted. I’m sure we could have developed this project with any team of lawyers, but the difference was that with Anthony Collins Solicitors we pushed the boundaries and the service today is seeing the benefits.
Ian Morrison FCIOB, Director of Property Services, Affinity Sutton.