Leeds City Centre Heat Network

Leeds City Council ("LCC") is seeking via this Procurement to appoint a Development & Funding Partner to develop the Leeds City Centre Heat Network ("the Network") under a Development Agreement ("DA"). The Network will be a large-scale, low carbon heat network serving the Leeds AZP Area ("the Project").

The Development & Funding Partner will enter into the DA with LCC to undertake development activities during the Development Period. The DA is based on the template "Golden Share Development Agreement" developed by DESNZ for the Advanced Zoning Programme ("AZP") and regulates the design and development of the Network up until the point at which the Project is approved, not approved or is deemed to be unviable at the Approvals Gateway.

If the Project successfully meets the Mandatory Requirements ("MRs") set out in the DA, the Development & Funding Partner has met its relevant obligations under the DA and LCC elects to approve the Project, LCC and the Development & Funding Partner will be required to enter into a Joint Venture Partnership via a Shareholders' Agreement ("SHA").

The SHA is based on the template "Golden Share Shareholders' Agreement" developed by DESNZ for the Advanced Zoning Programme and will govern the management of the Special Purpose Vehicle ("SPV") and impose obligations on delivery and operation of the Network.

The Development & Funding Partner will be responsible for further development activities, funding and delivering the Project under the SHA, as the Development & Funding Partner. LCC will hold a Golden Share under the SHA.

LCC (in its own right and via its wholly owned subsidiary) is the owner and operator of the Leeds PIPES heat network ("Leeds PIPES"). LCC may elect to offer to transfer Leeds PIPES to the SPV on a cash or equity basis after execution of the SHA and in accordance with the terms of the SHA. The following known risk has been identified as part of this procurement:

1. Future introduction of the Heat Network Zoning regulations and the appointment of the Zone Coordinator.