Conditional Purchase Agreement for Linear Blocks

This notice relates to an arrangement which includes a series of agreements, with the main object being a land transaction which the Council considers is exempted under paragraph 8, Schedule 2 of the Procurement Act 2023, (an agreement for the acquisition of land and buildings).

Full details of the Council's intentions for the delivery of the housing scheme are set out in the Transparency Notice, notice identifier: 2026/s 000-043335 published 12 May 2026.

The Council considers that the land transaction pursuant to the Land Swap Agreement (as further detailed below) will not meet the definition of public "works contract" as Berkeley/St William (Berkeley) will not be obligated to complete any works pursuant to it. The arrangements do include a series of ancillary agreements, as further set out below. This includes an agreement for the conditional purchase and development of Linear Blocks, to which this notice specifically relates.

The Council's Contract Award Notice with respect to this contract was published on 5 August 2026, with notice identifier: 2026/S 000-074289

The total "land swap" transaction will be contracted for in phases as follows:

Primary Agreement:

1. Land Swap Agreement - Subject to achieving a satisfactory planning permission and Berkeley (at its own volition) building to a "golden brick" level on the part of the Site known as "Block G" (currently owned by Berkeley), Berkeley will transfer the freehold interest in Block G to the Council in return for the Council transferring its part of the Site to Berkeley. There will be additional balancing payments paid by each party to ensure the agreed price is received for each party's land.

2. Block G - Following completion of the land swap, Berkeley will obtain a permissive licence from the Council to continue to occupy Block G for the purposes of completing the construction of Block G (at its own volition) in accordance with the relevant planning permission, being the planning permission with reference 22/03224/EFUL as varied under reference 25/02547/VAR for the construction of 92 dwellings. Note that the Council do not consider that this arrangement meets the definition of a public works contract.

3. Fit out works - Within the Land Swap Agreement, the Council will also have an option (but not an obligation) to call for Berkeley to enter a contract to upgrade the finish for Block G at an additional cost. The Council considers that if it chooses to enter into such an agreement in the future, the value of this contract will be below the threshold for a public works contract under the Procurement Act 2023.

Ancillary Agreement/s - to which this notice specifically relates

4. Conditional Purchase Agreement for Linear Blocks - subject to completing the Land Swap Agreement, the site for the Linear Blocks will then be owned by Berkeley. Subject to funding and therefore at its option, the Council may purchase c120 dwellings known as the "Linear Blocks" from Berkeley at golden brick. The transfer will be conditional on the Council obtaining the relevant funding and Berkeley reaching golden brick

5. Conditional Development Agreement for Linear Blocks - the parties will also be entering into a conditional development agreement to deal with the development of the Linear Blocks from golden brick level to practical completion. Due to ownership and access limitations only Berkeley could complete these development works.

Should any of the arrangements ultimately be considered caught within the definition of a public works contract, the Council considers it has reasonable grounds for a direct award under Schedule 5 of the Procurement Act 2023 in the circumstances (as explained below).

By way of background, Bath Western Riverside is a major component of the Council's SHLAA and housing delivery trajectory. The project was committed in 2010 and has successfully delivered 854 new homes with 25% affordable housing within phase 1.

Bath Western Riverside Phase 2 (the Site) is the former Bath gas works site. The Site is part owned by the Council (which owns 31.5%), and part owned by St William Homes LLP (part of the Berkeley Group) (Berkeley) (which owns 68.5%). The Council intervened to acquire its part of the Site in 2019 for regeneration purposes with the objective to maximise the provision of affordable housing delivered given the viability challenges faced from the former land uses and site conditions.

In order to comply with both planning and strategic housing aims, the Council must obtain a minimum number of affordable housing units across the Site as a whole and therefore has the option to either: procure the construction of such units itself, being restricted to its own part of the Site; or to increase provision by acquiring units from Berkeley (additionality) which will be constructed on Berkeley's land. The Council has opted for the later arrangement.