APPENDIX A

PROPOSED ARRANGEMENTS FOR THE DELIVERY OF HOUSING

PLANNED MAINTENANCE SERVICES AND CAPITAL WORKS BY

LAMPTON 360 LTD.

Commencement and duration

The London Borough of Hounslow (the Council and the Client) is the “Local Housing Authority” for

its area, pursuant to Sections 1 & 2 of the Housing Act 1985. Lampton 360 Ltd (the Service

Provider) is the Council’s wholly owned Local Authority trading company. The parties agree to

enter into an agreement for the delivery of Housing planned maintenance services and capital

works.

This service agreement and obligations shall take full effect from the commencement date 1 April

2017 and shall continue for a period of five (5) years. Subject to a satisfactory completion of a full

review of service and delivery performance and compliance requirements, which shall be carried

out in the first quarter of the fifth year, the agreement should be extended for a further five (5)

years.

Transition to a fully standalone and operational service provider

The commencement date of this Agreement will be preceded by a transitional period designed to

facilitate the smooth transfer of functions from Hounslow Housing to Lampton 360 Ltd. The details

of the transitional arrangements are set out in Appendix B. The transition period and arrangements

will take effect from [1 September 2016] and will cease on 31 March 2017 at which point this

Agreement will take effect. The overriding principles underpinning this transitional arrangements

are to:

retain flexibility to ensure the smooth transfer between both parties whilst providing continuity and quality of service and minimising disruption to tenants and leaseholders;

maintain the involvement, commitment and motivation of staff as this is vital for achieving the smooth and seamless transfer;

enable the Council and Lampton 360 to develop/embed the infra-structure overarching arrangements (eg ICT) as well as enable its housing subsidiary to become fully standalone and operational; and

enable the Council and Lampton 360 to agree and establish client-provider relationship ensuring a thorough understanding of the council’s landlord statutory obligations towards tenants and leaseholders.

Page 1 of 14

Scope of works and services:

Scope:

Lampton 360 shall deliver cyclical, planned and capital maintenance works and other services as

specified by the Council. The list of assets where works and services will be carried are set out as

follows;

Housing Revenue Account (HRA) Asset Asset no. (approximate)

HRA Housing Stock 13,500 tenanted properties and 2,500 leaseholders

Garages 2,614

Community Centres 27

Playgrounds 60

Hostels 29

The scope of Services and Planned Works that LBH is commissioning L360 to undertake on its behalf

are listed in the summary below. The full service specification is attached in Appendix C. Given that

the service specification in the main is delivered jointly through the DLO and its subcontractors and

generally understood as follows;

Core Works - currently delivered by DLO

Core Services - currently substantially delivered via contracts with third parties

The service specification is divided into three distinct tasks generally on the following

understanding;

Works and Services (core) – these are defined as Planned maintenance tasks that are fully

defined in priority order and in advance of the year, as described in service specification to

be delivered by L360 during each year.

Works and Services (non-core) – these are defined as major planned projects, eg; one-off

capital projects, major/minor voids works which may be included in the annual scope of

works. These projects will have a distinct design and planning phase which may also often

require consultation with tenants and leaseholders.

Core works and demand led - these are defined as maintenance activities which are

generally required to comply with LBH standards and its landlord statutory duties. These

may also require repair and maintenance (demand led) in response to inspection or

unforeseen events which generally are required to comply with LBH landlord statutory duty

and each task will be subject to a further instruction issued by LBH and subject to a specific

response and rectification period.

Summary of Services and Planned Works are as follows:

The tables below summary the type of work to be undertaken within each of the above categories

and whether the works are currently delivered by the DLO or an external contractor (or both

depending on the nature of the work and capacity within the DLO

Page 2 of 14

Works - core Description Internal or External (DLO/ Contractors)

Adaptations Completion of works to adapt properties for disabled or vulnerable residents.

Internal and External

Asbestos Removal of asbestos External

Central heating Renewal

Replacement of central heating systems e.g. radiators, boilers

Internal

Cold water Replacement of cold water systems, e.g. storage tanks External

Painting and cyclical works

Painting and decorations, etc. Internal and External

Emergency and communal lighting

Replacement of light fixtures, etc. Internal

Health and safety improvements

Upgrade and replacement of items found in breach of Health and Safety compliance

Internal and External

Kitchens and Bathrooms

Replacement of kitchens and bathrooms, all fixtures and units, etc.

Internal and External

Planned repairs Routine and more complex works, also includes Graffiti removal

Internal

Rewiring Re-wiring of electrical circuits and sockets Internal and External

Void works Repairs to void properties as part of the re-letting process, covered by void specification;

Internal

Services - core Description Internal or External (DLO/ Contractors)

Street lighting Upkeep and maintenance of street lighting on estates Internal

Gas Upkeep and maintenance and repair of boilers and central heating systems in council tenanted stock

External

Booster sets Upkeep and maintenance of booster sets to raise water pressure e.g. in high rise

External

Water quality Ensuring compliance with Legionella testing etc. External

Ventilation Upkeep and maintenance of ventilation shafts and ducts etc.

External

Dry risers Upkeep and maintenance of dry risers, which may be used to raise water to height during a fire

External

Air Conditioning Upkeep and maintenance of air conditioning systems External

Lifts Upkeep and maintenance of lifts External

Fire Alarms Upkeep and maintenance of fire alarms External

Emergency lighting

Upkeep and maintenance of emergency lighting External

CCTV Upkeep and maintenance of CCTV External

Car park barriers Upkeep and maintenance of car park barriers External

Works – non core Description Internal or External (DLO/ Contractors)

CCTV Expanding of network External

District Heating Replacement of ailing boilers External

Page 3 of 14

Door Entry Replacement of systems to provide more modern features, greater security and ease of use.

External

Energy Improvements

Fitting of external cladding to provide improved insulation

External

Extensions Extension of existing properties to provide additional bedroom capacity

Internal and External

Lifts Replacement of existing lifts External

Property Refurbishment and Major Voids

Major capital works to repair damaged properties Internal

Roofing Replacement of building roofs, cyclical or due to damage and disrepair

External

Sheltered Various projects to refurbish, redevelop and replace existing sheltered accommodation

External

Structural repairs Major capital works to repair properties that are no longer structurally sound – e.g. subsidence issues

External

Water mains Replacement of water mains due to damage or disrepair

External

Windows and doors

Replacement of windows and doors External

The delivery of Services and Planned Works (Core and non-core) will be subject to:

An annual review of service specification carried out in October of each year – this will seek

to take into account any changes and variations to the Service specification and

commissioning accordingly. The annual review process is identified in Appendix [x]

Delivering the works and services – standards and compliance :

In carrying out the delivery of Services and Planned Works to LBH, L360 at all times shall adopt the

following;

Standards

Workforce – L360 will ensure that any personnel employed in and about the provision of

the services and works will ensure they are properly and sufficiently qualified, competent,

skilled, honest and experienced and shall at all times exercise care in the execution of their

duties. Lampton 360 will also ensure that such persons are properly and sufficiently

instructed and supervised with regard to the provision of Services and Planned Works

Decent Homes – LBH will be guided by the decent home standard in the strategic

development and commissioning of services to Lampton 360. Lampton 360 will therefore

seek to ensure that all Works and Services as specified in the service specification meet this

quality standard of service for tenants and leaseholders across the borough

Voids - Lampton 360 will apply the voids standard specified and attached in Appendix [xx]

in the delivery of Services and Works for major and minor void properties

Quality Management System

Page 4 of 14

The Council expects Lampton 360 to be able to demonstrate that it has robust quality

management systems in place, for example that it has attained or is working towards ISO

9001:2008, which requires that internal procedures are documented and that quality

assurance procedures can be evidenced.

Environmental Management System

The Council expects Lampton 360 to be able to demonstrate that it has proper regard for the

environment and has in place effective procedures for minimising and handling waste, for

example that it has attained or is working towards ISO 14001 and has documented and

evidenced its environmental procedures.

Compliance

L360 or any sub-contractor arrangement or in connection with the provision of services to

LBH and the council’s role as landlord shall comply at all times with relevant good industry

practice, health and safety legislation, British Standards and European legislation. At the

very minimum these will comply with statutory legislation around ;

I. Health and Safety – ensuring all appropriate safety levels, regular routine and

maintenance inspections are carried out systematically throughout the year. This

will include legislative requirements, risk assessments are embedded to ensure

Health & Safety policy and procedures are integral to service delivery

II. Gas – risk assessments, inspection schedules and certificates are fully completed to

ensure all legal obligations are appropriately maintained

III. Fire - risk assessments, inspection schedules and certificates are fully completed to

ensure all legal obligations are appropriately maintained

IV. Asbestos - fully support legal asbestos management obligations

Providing and managing people, assets, materials and any other resources including

suppliers to match the levels of services required by LBH

Assist LBH in the management of, and communication with, service users on the activities

being undertaken in the delivery of Services and Planned Works

Emergency and Critical Incidents

A critical incident is an event that causes severe impact, such as significant disruption or threat to

the welfare and/or safety of council housing tenants or relevant groups which may occur during the

period within which the Services are delivered.

In the event of a critical incident involving tenants or relevant groups L360 will recognise the

importance of the health and safety, and well being of tenants and relevant groups and will action as

follows ;

Immediately notify LBH client liaison / Chief Officer and keep him/her informed of

developments on a regular basis

LBH will have the ultimate responsibility for managing any critical incident involving HRA

land and will act as the Council’s overall lead incident officer

LBH will have responsibility for informing the Lead Cabinet Member for Housing and keeping

him/her informed on regular basis

Page 5 of 14

L360 will arrange for any immediate remedial action and maintain an end to end log of

events

Changes/variations to service delivery;

The parties acknowledge that LBH in its landlord role and status is subject to changes from time to

time - including those resulting from:-

Regulatory or statutory requirements.

Tenant and/or Leaseholder expectations.

Council policy objectives

Any unforeseen events outside the control of the parties.

and accordingly this Contract will need to be varied or otherwise incorporate such changes

In addition, LBH may evaluate and make variations to the Services and Planned Works (Core and

Non-core) service specification to take into account revisions to HRA and Asset Management plans

which may impact on L360 such as :-

Changing standards (such as energy efficiency)

Future stock condition surveys

Legal and regulatory requirements (relating to fire safety and other matters)

The impact of charges for works and services on Leaseholders

Any unforeseen events outside the control of the parties

Any changes/variations that need to be included in the service specification arising from these

changes will be in discussion with L360 and will take into account of fees and any impact on agreed

efficiency targets.

Exclusions:

The following services will have an element of interface between the client functions and those

services provided by Responsive Repairs which are located within the Resident Service. The list

below aims to identify the separation of functions and are excluded from the service specification

as these will be delivered by LBH under separate arrangements. However, whenever such planning

and review activities are to be undertaken this will be in conjunction with the delivery of works,

ensuring the interfaces remain clear and separate and enable Lampton 360 to undertake and

ensure the effective delivery of all programmes set out herewith.

Out of scope :

Asset management strategic planning

Strategic planning of planned maintenance

Consultation of planned works and services with tenants and leaseholders

Responsive Repairs

Fees, payment and efficiencies

Payment [the following is subject to further discussion and negotiation with Lampton 360 as these

are in part dependent on the arrangements made between the Council and L360 to provide L360 with

sufficient cash flow to manage their business].

Page 6 of 14

Fees and payment during transitional period [1 Sept through to 31 March 2017] this will be

negotiated and agreed with Lampton 360.

Formalised Fees, payment, efficiencies processes will become effective from 1 April 2017

The service specification sets out the Council’s current indicative spend for the works and planned

services as listed in [schedule xx]

Expenditure on core - the activities listed as core Works and Services is similar year on year although

there will be some variations as elements of core work are demand led.

Expenditure on non core - works can vary significantly year on year depending on the resources

available within the Housing Revenue Account (HRA) and decisions by the Council as to where to

invest.

The arrangements for payment of Lampton 360 fall into x categories:

Core Works - most of the core works are programmed so payments can be made (potentially in

advance if needed for cash flow management) in line with the agreed budget for the programme

with adjustments made later in the year to reflect actual delivery/ non delivery

Where Core Works are demand led (eg void repairs, planned responsive and adaptations) these will

need to be ordered as required and L360 will need to be paid on completion of the works based on

an agreed ‘Schedule of Rates’.

Core Services are currently substantially delivered via contracts with third parties. These contracts

have agreed rates and there a known historic payment profile. The Council will need to pay L360 for

managing these contracts at a rate to be agreed. Once this ‘management fee’ is agreed it can be

paid in instalments in addition to reimbursement of L360’s payments to the external contractor.

Non Core activities will vary year on year. Currently most of these are delivered by external

contractors so it should be possible to programme these activities and develop a payment profile

which the Council would pay against along similar lines to the proposals for Core Services. Where

these activities are to be delivered directly by L360 it should be possible to programme these

activities and pay for them based on an agreed ‘Schedule of Rates’ or ‘Valuation’.

Efficiencies

In delivering the Works and Services L360 will work with economy and efficiency in mind. It is

therefore desirable that L360 generates efficiencies within its first year but it is recognised that

during its mobilisation period this may not realise. However, L360 will be required to deliver

efficiency saving targets as agreed at the point of transfer of services and for the following years the

approach will be as follows ;

during the first annual review and in collaboration with Lampton 360 – LBH will focus on

setting a target date by which Lampton 360 will be delivering services to LBH in line with the

NHF rates.

the following years will then focus on potentially delivering some services at below these

rates in line with the external market

Financial controls In delivering the service specification of works and services L360 is responsible for ensuring timely completion of services and maintaining a system of internal control that ensures that:

Page 7 of 14

expenditure is logged against jobs in a manner that enables the costs of repairs and works to be identified and monitored against budget

stores are managed and controlled so that materials are used in accordance with the agreed specification of works and services and is appropriately certified

third party invoices that are payable by L360 directly or via a recharge from LBH are certified to confirm that services have been provided in accordance with the specification.

where works are not necessary but are proposed to be undertaken on the grounds of efficiency eg works that can be done in a cost effective manner are subject to agreement and approval from LBH

Performance Monitoring, monitoring and review arrangements

An effective Performance management framework is vital in the effective delivery of this

arrangement and the requirements within it. To ensure that LBH objectives are met. The

performance management framework and review of this arrangement are underpinned through the

following arrangements ;

Client / Provider - Terms of engagement procedure – [schedule xx] this procedure sets out

the client/provider relationship and obligations to be followed by both parties – in

particular this covers;

I. Client / provider arrangements - meetings

II. Annual reviews and business planning

Performance management (KPIs) – [schedule xx] - service key performance indicators

intended to improve Tenant and Leaseholder satisfaction and demonstrate the efficiency in

delivering cost effective services

Service Specification Indicators – [schedule xx] –outcome measures as identified in the

Service specification by work stream, to ensure effective and timely delivery of required

units of planned work; plus qualitative measures of performance based on customer

satisfaction ratings and sample-based post-inspection of work

The key outcomes of the combined performance management framework set out above ;

The effective co-ordination and delivery of the Service specification, including effectively co-

ordination of service delivery undertaken by sub-contractors – [ schedule xx]

The effective management of contract arrangements and smooth transitional arrangements

and process as set out in Appendix xx

Effective and efficient use of resources to minimise the costs of delivering the works and

services programme where possible

Effective management of changes/variations to the contract arrangements including service

specifications and early identification of potential changes

Accurate forecasting of costs and budget profiling

Effective management of progress against targets and tenants and leaseholders

expectations

Effective management of contract and risks

Timely and accurate reportingit &

Risk management, audit and scrutiny

Risk Management

Page 8 of 14

In delivering the Services and Planned Works, Lampton 360 shall ;

maintain at all times an annual and up to date Risk Management register and made available

to LBH as requested

the risk register shall highlight any major risks to delivery and mitigation measures, which

shall be reviewed regularly by Lampton 360

manage all on-site health and safety risks, all sub-contractor risks, all materials and logistics

risks and the actions and inactions of its workforce and any sub-contractors used to deliver

the Services and Planned works

Audit

Lampton 360 shall provide LBH (or its representative) access to information for any audit purpose

in connection to this contract including ;

provide access at reasonable times to premises or land used in the provision of its services

provide or have access to any information and explanation as deemed appropriate concerning

any matter under consideration

provides full cooperation, including accountability for funds, properties under Lampton 360

control and provide access for inspection if required

give full assistance and high priority in the investigation of fraud, bribery and corruption or

any other irregularity

Lampton 360 shall respond positively and implement any recommendations necessary to

secure continuous improvement and effective internal control in the operation and delivery of

services to Hounslow Housing

Scrutiny

L360 will recognise and support LBH in responding to ;

scrutiny and performance requirements from Council’s sub committee’s including but not

limited to ;

I. The Council’s Housing and Environmental Scrutiny Panel

II. Affordable Housing Committee (sub- Cabinet Committee)

III. Tenant, Leaseholders and Sheltered Tenants Committee (sub- Cabinet Committee)

The Parties will share information and experience from scrutiny and performance

monitoring systems and regularly review and revise these as may be necessary to ensure

clarity and accountability

Term and Termination

Term

This Service Contract and the rights and obligations of the parties shall take effect on the

commencement date and shall continue for a period of five years and reviewed annually in

accordance with its terms.

Page 9 of 14

Termination

LBH shall be entitled to terminate this contract if ;

Lampton 360 fails to comply with the terms here of or if in LBH’s opinion there is a serious

and substantiated risk that Lampton360 will shortly fail so to comply. This will include non

compliance with agreed performance measures over a continuous period.

Unless in the Council’s opinion L360’s actual or anticipated failure which would entitle LBH

to terminate this agreement shall be afforded the opportunity (including where appropriate

a remedial plan) to comply or demonstrate that it will comply with the terms hereof within a

timescale that is satisfactory to LBH

Any failure by L360 to comply with a remedial plan as set out above provided under or

where in LBH opinion L360s’ actual or anticipated failure cannot be remedied, LBH will be

entitled to terminate this contract

Before the termination of this Agreement LBH shall consult with and formally take into

account the views of all affected Tenants, Leaseholders and staff.

If LBH becomes entitled to terminate this agreement it may decide to terminate the whole

or any part hereof and either provide the Services and Planned Works itself or procure that

any third party do so and Lampton 360 will take such steps as may reasonably be required to

give effect to LBH decision

Where LBH is entitled to terminate this agreement it shall give Lampton 360 [xx months]

notice unless the reasons for termination are so significant and serious so as to warrant an

earlier termination

On termination, Lampton 360 shall where so requested by LBH assign or novate to LBH or

whom they may elect with effect from the date of termination, any sub-contract (and

Lampton 360 shall take all necessary steps and execute such documents as are necessary to

give effect to such assignment or novation

For the avoidance of doubt, termination of this contract shall not in itself give rise to

termination of any of the service contracts

L360 shall where so requested by LBH transfer its rights, title and interest in and to the

assets to LBH, or to such other person as LBH may elect, with effect from the date of

termination

Termination for corrupt gifts and fraud

L360 warrants that in entering into this Contract it has not committed any prohibited act.

If a prohibited Act is committed by an employee of L360 or associated person acting

independently of L360, then LBH may give notice to L360 and this contract will terminate,

unless

Page 10 of 14

within [xx business] days of receipt of such notice Lampton 360 terminates the employee’s

or associated person’s employment and demonstrates to the reasonable satisfaction of LBH

that the employee or associated person was acting independently of Lampton 360 and (if

necessary)

procures the performance of such part of the employee’s or associated person’s duties by

another person

Dispute resolution

In the event of any dispute between the parties arising out of or in connection with this contract the

parties shall in the first instance use their reasonable endeavours to resolve it amicably between

them in accordance with the procedure set out below:-

Stage 1: Representatives of the parties (being the officers having day to day responsibility for or

knowledge of the area which is the subject of the dispute) shall meet within 3 working days. If they

are unable to agree a resolution at such meeting or if there shall be no appropriate officers of each

of the parties available to attend such meeting then move to Stage 2.

Stage 2: The relevant Representatives or their nominated deputies who must be of a more senior

position than those dealing with the dispute at Stage 1 shall meet within 3 working days. If they are

unable to agree a resolution at such meeting or if there shall be no appropriate officers of each of

the parties available to attend such meeting then move to Stage 3.

Stage 3: The Housing Director of the Council and the Director of Lampton 360 or their nominated

deputies shall meet within 3 working days.

In seeking to resolve any dispute considered under Stage 1, Stage 2 or Stage 3 the parties shall apply

the following principles:-

o A spirit of mutual trust and co-operation.

o Both parties shall bear their own costs.

o Any unanimous decision shall be implemented.

Disputes remaining unresolved after following the procedure set out above and referred to an

expert unless LBH through a Representative makes a decision on the matter or matters in dispute

within 20 working days of the Stage meeting.

Any decision made by LBH under the dispute procedure set out above shall be final and

binding on the parties (save in the event of fraud or a mistake in law or material fact)

The Expert’s decision be final and binding on the parties (save in the event of fraud or a

mistake in law or material fact)

The result of any dispute resolution procedure under this Clause shall where and to the

extent necessary and appropriate be reflected in a variation to the provisions of this contract

Until such time as a dispute between the parties is resolved the parties shall continue to

comply with their respective obligations under this contract

Page 11 of 14

General Provisions

Rights and Ownership

LBH retains all rights, titles and ownership of any shared or transferred assets. In delivering the

Services and Planned Works agreement - Lampton 360 will not dispose of such assets without

written consent (which consent may be given or refused at LBH absolute discretion) even where

ownership has transferred to Lampton 360

Annual reviews of this agreement

Each year in October, an annual review of the operation of this agreement will be led by LBH. The

review will follow the procedure set out in [schedule xx]

Reserved Decisions

In undertaking its obligations under this agreement, L360 will obtain the prior written approval from

LBH in relation to the following Reserved Decisions ;

Passing any resolution for ending or presenting any petition for the dissolution of this

contract

Amending the agreement content including its appendices

Declaring, authorising or distributing assets of any kind to a shareholder or any other party

Insurance

L360 shall ensure it has all appropriate insurances in place as required by law and shall

inform and update LBH regularly in pursuant to the delivery of its services.

Liability

L360 shall indemnify LBH against all liabilities, costs, expenses, damages and losses suffered

by LBH in pursuant to the delivery of its services

No assignment

No party shall be entitled to assign this agreement or any of the rights hereunder to any

other party

Notices

Any notice or other communication under this agreement shall be sufficiently served if ;

served personally on the other party or

sent by prepaid first class post to the addresses given at the head of this Contract or

by electronic mail to the central email addresses given in the parties' websites and subject to

proof to the contrary,

shall be deemed to have been received on the second working day after the day of posting

or on successful transmission, as the case may be.

Page 12 of 14

Definitions and interpretations

The definitions used are as follows:

Service Delivery Business Plan means the delivery plan submitted by L360 for approval by

Hounslow Housing

Hounslow Housing representative means Hounslow Housing Chief Officer or such other person

with a similar role who may be nominated from time to time by Hounslow Housing

Lampton 360 Representative - means L360 Managing Director of Operations or such other person

with a similar role who may be nominated from time to time by L360

Council’s Policies – means the policies (as revised or amended) of the Council or central

government or any additional policies of the council notified to L360

Representatives means collectively the Council's Representative and L360 Representatives.

HRA means the Housing Revenue Account.

Shared Services – means the services that L360 may require and that LBH will need to enable for

the delivery of services by L360

HRA 30 Year Business Plan describes LBH strategic vision and how it intends to make the best use

of resources in the HRA.

Performance Management Framework means a selection of performance measures from which

LBH will assess the quality of the services performed hereunder by L360

Agreement – means the arrangements agreed with L360 and LBH as outlined within this document

Works and Services means the services and any other services which from time to time are agreed

and to be provided by L360

Services Fee means the Fee payable to Lampton 360 for the provision of the Services in accordance

with [Schedule x].

Works Fee means the fee payable to L360 for the delivery of Works

Fees means together the Services and Works Fee

Value for money means the amount of benefit provided to Hounslow Housing, as well as the

council’s Tenants and Leaseholders in proportion to the amount of resources available

Sub-contracts means contracts tendered, procured and project managed by L360

Standard means a standard imposed by the Regulator on registered providers of social housing and

LBH as the local housing authority. This incorporates local standards and the level of service

Tenants and Leaseholders can expect from LBH

Page 13 of 14

Stock Maintenance Programme means the programme contained in the HRA Business Plan 20xx/xx

Tenant means a tenant of the Council occupying a Council dwelling under a tenancy as his/her

principal home.

Data Protection Legislation means the Data Protection Act 1998 and all applicable laws and

regulations relating to the processing of personal data and privacy, including where applicable the

guidance and codes of practice issued by the Information Commissioner.

Personal Data: has the meaning set out in the Data Protection Act 1998.