You, renewables & Ince, in any case incegd.com Europe & Middle East & Asia
Renewables / 2022
Ince
In this fast-paced world you are seeking a pro-active business services partner that moves your company forward, someone who understands your challenges and the importance of commitment.
From our offices in Europe, the Middle East and Asia, our dedicated team of legal and business services professionals can guide you in developing and delivering on your roadmap for sustainable success and provide you with advice that will not only safeguard your business interests but ensure you reap commercial rewards.
Meet Ince, your trusted partner, in any case.
Support, every step of the way
Providing you with strategic guidance and well considered advice, we are renowned for the depth and breadth of our legal services and our understanding of the industries in which you operate. We recognise your needs and offer business focussed legal services, together with advice that makes commercial sense. One firm, in any case With over 150 years of experience, we have cultivated a seamless ‘one-firm’ approach that is tailored to your personal needs and pairs you with the best legal and strategic business professionals in your field; whenever, wherever, and in any case.
By leveraging our sector expertise, legal skills and market experience, you can feel safe in the knowledge that we will both handle complex legal issues on your behalf while providing you with expert strategic advice when the need arises.
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legal and business services professionals
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Renewables / 2022
Ince
Renewable energy We have been advising clients in the offshore renewable field for over 15 years. We represent leading international developers, operators, lenders, contractors, supply and service companies of offshore wind farm projects. We are at the cutting edge in the industry. Our lawyers have been involved in over half of the UK’s offshore wind farm projects, as well as many projects in Germany, France, the Netherlands and Belgium, and in the U.S., China and Taiwan. Underpinning our legal advice is an in-depth understanding of the political, economic and regulatory framework and the business practices and our clients’ commercial needs. We are not simply “maritime”, “construction”, “M&A” or “finance” lawyers. Construction, T&I and O&M contracts Our advice covers tenders and contract review, drafting and negotiation for various types of offshore wind farm contracts, including engineering, procurement, design, transportation, installation, operation and maintenance of wind turbines, foundations, cables and sub-substations, and related vessel and port facilities, on a multi or turnkey contract basis. Contracting models and formats We understand onshore/FIDIC-like construction and shipping/ BIMCO and offshore/LOGIC-like construction. Corporate, finance and M&A Our specialist finance lawyers advise banks, ECAs, contractors and, owners on all aspects of asset financings, project financings, commodity and export financings, restructurings and workouts. Our expertise extends to wind farms, power plants, vessels and equipment. Our finance lawyers work closely alongside our specialist corporate, insurance and casualty, teams to evaluate the whole range of risks and advise on strategies to minimise exposure on transactions. We also have considerable experience with joint ventures and M&A transactions in the renewables industry. In addition to our general corporate and M&A expertise, our extensive knowledge of the industry, the players and the projects enables us to add unique value to the due diligence and structuring and negotiating of transactions in the industry. Project management support In providing such advice, we draw on our experience of dispute resolution; having seen where things can go wrong, we are well placed to advise on contractual risk management strategies.
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Dispute resolution Our energy dispute resolution practice is world leading and we have significant experience with disputes in the offshore wind industry. We advise on all manner of offshore construction disputes including variations, defects in design and construction, delay and cost overruns and warranty claims, offshore incidents and casualties from the consequences of collisions with fixed or floating objects, through salvage and pollution, to the drafting of – and disputes under – insurance policies. Industry connections Our lawyers understand the market and the factors essential to make this operate efficiently. Chris Kidd worked with BIMCO to develop SUPPYTIME 2017, WINDTIME, the standard offshore wind farm personnel transfer and support vessel charterparty which came into effect in 2013 and NEWBUILDCON, a standard shipbuilding contract.
Renewables / 2022
Ince
Our offering and experience Feature
Summary
What are the benefits for you?
360° “cradle to grave” approach – extensive experience from energy project development, procurement, construction, financing and M&A.
We have significant experience advising a wide spectrum of stakeholders on all corporate, construction, finance, corporate and M&A and regulatory aspects of large complex on- and offshore wind power projects.
You will receive integrated legal advice which takes into account the legal and commercial risks and opportunities at all stages of your project, from business development and tender phase through to signing and completion and claims and any disputes.
Combined maritime, construction, finance and transaction law background – significant experience with offshore construction projects and transactions.
We have been the leading provider of legal services to the maritime industry for 150 years providing advice to clients on all types of contracts and legal issues involved on the project.
Your project risks are managed and minimised through an integrated understanding of the full contractual, tort, regulatory and insurance regime on the project.
Particular experience with offshore wind projects, transactions and disputes.
Our team has been involved in over half of the offshore wind farm projects to date and have a deep understanding of the issues facing the players in the industry.
Throughout the process we are able to identify the specific legal issues relevant to your scope on the project or your transaction and provide commercial solutions.
We provide you with proactive legal advice on and can be actively involved or take a leading role in the negotiations.
Our extensive experience from project development, procurement and execution enables us to add additional value on the due diligence and structuring of financing and M&A transactions in the offshore wind industry.
Our energy disputes practice can assist when issues arise.
Our experience from offshore wind disputes means we know where issues can arise and help you mitigate these before commencing work. Strong renewable energy industry focus – know the players and understand the issues, in a commercial context.
We have an impressive industry network – full range of stakeholders, at all levels – through advising clients, having worked in the commercial organizations, been onsite and through collaboration with industry organisations on the development of new standard forms of contracts.
We have a full understanding of the commercial drivers – both internal and external and provide innovative solutions. We understand all parties objectives and are able to anticipate and resolve legal issues.
At the cutting edge – lead industry development.
We stay abreast and drive the development of new contractual and financial models, standards and formats through our advice on ground-breaking contract structures and terms and conditions on individual projects.
Our legal advice at the forefront of the development within the offshore wind industry places you in the best position to deliver to time and budget.
As a result we have acted on the development of many of the “first type” of a project, structure or financing, or in a specific country or industry segment. Significant experience from choice of contracting model and form, joint ventures, consortiums, M&A and finance expertise. 03
We have expertise advising on the available options for contracting models and understand both onshore/ FIDIC-like construction and shipping/BIMCO and offshore/LOGIC-like construction.
We can help you optimise your contracting model/format and joint venture, consortium or finance structure with your partner(s) and assist in the establishment of any necessary corporate entities and security arrangements.
Ince
Renewables / 2022
Our involvement in European offshore wind farm projects The map below indicates our involvement in European wind farm projects. We outline in more detail in Appendix 1 a description of selected wind farm projects, our involvement and the contract form used.
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Renewables / 2022
Ince
Our team Chris Kidd, Joint Head of Energy & Infrastructure, is supported by a team of lawyers in our London and Hamburg offices. Our core team is outlined below.
Chris specialises in advising offshore wind farm contractors and developers, shipyards, buyers, and owners on shipping and other offshore matters. He has over 35 years’ experience with the firm.
Chris Kidd
Joint Head of Energy and Infrastructure, London D +44 (0) 20 7481 0010 ChrisKidd@incegd.com
He advises on the drafting and negotiation of contracts in the renewables sector including offshore wind farm installation contracts, charterparties and contracts for the construction of wind farm installation vessels. He has been involved in Greater Gabbard, Gunfleet Sands, London Array, West of Duddon Sands, Borkum Riffgat, Kentish Flats, Westermost Rough, Gwent Y Mor, amongst others. He has worked with BIMCO to develop SUPPLYTIME 2017 and WINDTIME. Chris also frequently advises buyers and shipyards in relation to building, conversion and repair contracts, as well as dispute resolution, for conventional and specialist offshore vessels, and floating platforms. He assisted BIMCO to develop NEWBUILDCON, a standard form newbuilding contract. Chris has specialist experience in jurisdictional issues, mediation and major London arbitrations and litigation, particularly for claims arising from shipbuilding, conversion and repair contracts. His experience includes LMAA, ICC and LCIA arbitrations, as well as cases in the Commercial Court, Hong Kong Courts and liaising with lawyers conducting litigation in other jurisdictions.
“Understands client needs and always gives first-class advice” - The Legal 500 UK
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Renewables / 2022
Ince
Our team (cont.)
Christian Reinart Partner, Hamburg
D +49 403 808 6085 Christian.Reinart@incegermany.com
Christian is the head of our Energy & Infrastructure Group in Hamburg. A large part of Christian’s work concerns renewable energy, in particular advising clients on offshore construction and installation contracts. He is familiar with range from FIDIC red-, yellow- and silver book, BIMCO SUPPLYTIME 2005, BIMCO WINDTIME to a great number of tailor made installation and charter contracts which are frequently used in the German market. He has assisted in negotiations and contractual claims handling of most of the relevant components of an offshore wind farm. His experience covers transport and installation of foundations, transition pieces, substations and HVDC converter platforms, infield cable laying, chartering of CTVs, repair and O&M works at a sub-station including chartering of the related marine spread, as well as project management services and employment issues. Apart from his energy and construction practice, Christian also assists clients, mainly ship finance banks, in relation to all factual and legal aspects of restructuring, enforcement and compliance issues with a particular focus on German and EU insolvency law.
David advises clients on a range of matters in the shipping, energy and infrastructure and renewable energy sectors. He frequently advises clients on the drafting and negotiation of shipbuilding contracts, refund charterparties and service agreements.
David Choy
Managing Associate, London D +44 (0) 20 7551 8506 DavidChoy@incegd.com
He has also acted for clients on a range of high value, complex and multi-jurisdictional disputes in the shipping and energy and infrastructure sectors. His experience includes cases concerning drilling, services and construction contracts. David has a particular focus on shipbuilding and has represented ship-owners and shipyards in disputes relating to delay and disruption claims, variations, warranties and termination issues. David’s recent experience includes advising on shipbuilding contracts, framework agreements and charterparties (including bespoke contracts and those on the Supplytime forms) for wind turbine installation vessels, vessels operating in the renewable sector and offshore support vessels.
“...has vast experience in shipbuilding matters” - The Legal 500 UK
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Renewables / 2022
Ince
Appendix 1: Ince wind farm involvement
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Project name
Nature of work
Contract form
Robin Rigg
Advising on rights/obligations following delayed completion of work.
Bespoke turbine installation contract
Greater Gabbard
Advising on a draft contract to load, stow, transport, lift and install 140 Siemens 3.6MW WTGs.
Bespoke contract
Scroby Sands
Advising in relation to an alleged salvage of a vessel including negotiation of a common law salvage settlement agreement.
N/A
Various
Advising on the terms of a draft c/p for an anchor handler for 2 years.
BIMCO Supplytime 1989
Various
Advising on the terms of a draft c/p for AHTS vessel for 21 months.
BIMCO Supplytime 1989
London Array
Advising on a draft c/p for transporting wind farm components, and assisting in maintenance operations.
BIMCO Supplytime 2005
Various
Advising on propsoed increased scope of work in order to be responsible for the entire lifting operation of WTGs.
N/A
Thanet
Discrete advice regarding interpretation of amended off-hire provision.
BIMCO Supplytime 2005
Ormonde
Advising on a draft contract for the transport and installation of WTGs.
LOGIC Marine Construction Contract
Various
Advising on amendments to a standard Supplytime ‘05 c/p in order to improve Charterers’ position.
BIMCO Supplytime 2005
Various
Advising on lifting responsibility.
N/A
Sheringham Shoal
Advising in relation to tug charter, WTG transport, soil assessment and various project management.
Bespoke contract
Various
Advising on amendments to a standard Supplytime ‘05 c/p in order to improve Charterers’ position.
BIMCO Supplytime 2005
Various
Advising on internal and external safety management system.
N/A
West of Duddon Sands Advising on the charter to load, transport and lift (but not install) WTGs.
BIMCO Supplytime 2005
Greater Gabbard
Advising on draft c/p, with a view to improving the Owners’ position under Supplytime ‘05.
BIMCO Supplytime 2005
Rhyl Flats
Advising on a draft contract (originally LOGIC, then changed to BIMCO) for the re-burial of export cables.
LOGIC Marine Construction Contract to begin with, then changed to BIMCO Supplytime 2005
Sheringham Shoal
Advising on a charterparty.
BIMCO Supplytime 2005
Various
Making amendments to the standard Supplytime ‘05 form to improve the Owners’ position generally.
BIMCO Supplytime 2005
Greater Gabbard
Advising on a draft contract for the development of subsea cable repair procedures.
Bespoke contract drafted by GGOWL
Lincs
Making amendments to a (long and complicated) draft contract to improve the Contractor’s position when carrying out subsea cable remedial burial works.
LOGIC General Services (On- and OffShore) Contract
Renewables / 2022
Ince
Appendix 1: Ince wind farm involvement (cont.)
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Project name
Nature of work
Contract form
London Array
Advising on a c/p for a platform plus 2 tugs to continue working at BIMCO Supplytime 2005, with 9 pages London Array (i.e. to carry on following expiry of a similar c/p). of additional conditions
Gunfleet Sands 3 Demonstration Project
Advising on an Invitation to Tender for a subsea cable transportation and installation contract.
FIDIC Yellow Book
Various projects in German and Dutch waters
Advising on a draft Supplytime ’05 charter for use of a jack-up offshore support vessel.
BIMCO Supplytime 2005 with additional clauses and various annexes.
Gwynt y Môr
Advising on the charter of vessels for loading, transporting and lifting (but not physical installation) of WTGs.
BIMCO Supplytime 2005, with additional clauses and various schedules
Various
Advising on a suite of standard contracts for regular use.
Bespoke
N/A
Advising on a contract for the provision of armed guards onboard an installation vessel.
BIMCO Guardcon
Greater Gabbard
Advising CTO on a Framework Agreement for subsea cable surveys.
BIMCO Supplytime 2005 / New Engineering Contract (“NEC3”) Professional Services Contract
Westermost Rough Advising on a contract package for the charter of installation vessel in order to pick up, transport and lift WTGs, and provide a project management team and accommodation facilities.
BIMCO Supplytime 2005, with additional clauses and various annexes
West of Duddon Sands
Advising on a contract package for the transportation and installation of subsea cables.
FIDIC Yellow Book
London Array
Advising on a contract package for the post- lay inspection and burial of 11 subsea cables.
LOGIC Marine Construction Contract
Kentish Flats Extension
Advising on an Invitation to Tender for a contract to load, transport and install WTGs.
Bespoke (and detailed) contract drafted by Vattenfall, but importing some of LOGIC’s Marine Construction form
Gunfleet Sands I & II
Advising on draft operations and maintenance (O&M) charter party.
A bespoke contract
East Anglia Offshore Wind
Advising on the position and options under various agreements concerning the construction and installation of two met masts.
Fécamp, Courseulles-surMer and Vendée
Advising regarding (i) a geophysical survey contract and (ii) a geotechnical/UXO survey contract.
LOGIC General Conditions of Contract for Services (On- and Off-shore)
Teesside
Advising on the prospects of successfully claiming salvage in relation to a vessel under charter.
BIMCO Supplytime 2005
NAREC Offshore Met Mast
Advising regarding the potential liability under the head contract (to install the met mast) and under the c/p (following alleged damage to the vessel’s leg during jacking-up).
NAREC contract based on LOGIC Marine Construction form; c/p on Supplytime 2005 form
Baltic II
Advising on a draft contract to provide a vessel and tugs to pick up, transport and install a substation jacket foundation.
Bespoke “International Marine Operations Contract”, but loosely based on the LOGIC Marine Construction form
Various
Making amendments to the standard Supplytime ‘05 form to improve the Owners’ position generally.
BIMCO Supplytime 2005
Renewables / 2022
Ince
Appendix 1: Ince wind farm involvement (cont.)
09
Project name
Nature of work
Contract form
Northwind
Advising on various disputes under (i) a heavily amended Supplytime ‘05 form and assosicated Services Contract; and (ii) a separate amended Supplytime c/p.
BIMCO Supplytime 2005, with additional clauses and various annexes, plus FIDIC Green Book Short Form
Gwynt y Môr
Advising on a draft contract for transporting, laying and burying 63 inter-array cables.
Bespoke (and comprehensive) contract, but various provisions inported from the LOGIC Marine Construction form
Alpha Ventus
A marine insurance case; advising on the difference between a WELCAR policy (which should have been put in place but wasn’t) and an AXA non-marine policy (that was put in place).
Bespoke cable laying contract incorporating draft WELCAR wording
East Anglia Offshore Wind
Advising on disputes under an EPC contract for the provision and installation of met masts.
Dudgeon
Advising on an Invitation to Tender for a contract to load, transport and install WTGs.
Various
Drafting a Framework Agreement for the provision of one of three Bespoke Framework Agreement vessels (subject to availability) to carry out offshore wind farm incorporating an amended BIMCO maintenance and/or servicing work. Supplytime 2005 charter
Burbo Bank Extension
Advising on an Invitation to Tender for a contract to load, transport and install WTGs.
BIMCO Supplytime 2005, with additional clauses and various annexes
BARD Offshore 1
Advising on a draft charter for vessels tocarry out O&M work at BARD 1.
BIMCO Supplytime 2005, with additional clauses and various annexes
NAREC Offshore Met Mast at the Blyth Offshore Wind Demonstration Site
Defending claim for hire during the period when off hire was claimed.
BIMCO Supplytime 2005
Various AsiaPacific projects
Advising on a Ship Management Agreement and a Services BIMCO Shipman 2009 and bespoke Agreement regarding technical management and service (crew Services Agreement training) for installation vessel in the offshore wind market in AsiaPacific, including operation in Chinese waters.
Bespoke time charter plus numerous and detailed appendices
Renewables / 2022
Ince
Appendix 2: Additional experience
•
Assisting a German construction company during project execution and general contract management in relation to the installation of foundations and WTGs in a German offshore wind farm;
•
Advising Dutch and Danish contractors in tender proceedings and subsequent contract negotiations concerning the installation contracts for offshore wind turbine foundations;
•
Drafting contract templates for a turbine supplier and a wind farm owner in relation to WTG installation and defined O&M tasks respectively;
•
Representing a major Danish steel contractor in a high value dispute regarding warranty claims for the transformer platform of a large German offshore wind farm;
•
Representing a Danish offshore company and shipowner in a high value dispute against an international energy company in respect of a contract for the investigation of the soil for building a wind farm in the German North Sea;
Wind farm experience •
Acting for EBRD, FMO and Clean Energy on the development and successful project financing of the 50MW Salkhit Wind Farm in Mongolia (the first privately developed wind farm in Mongolia);
•
Acting for the Asian Development Bank and the local lenders on the successful project financing of the 200 MW Korat Wind Farm in Thailand, the largest wind farm project financed in Asia at that time;
•
Advising clients in relation to Borkum Riffgat off the coast of Germany;
•
Advising clients in the bidding process to develop four out of five offshore wind farm sites off the coast of France;
•
Advising a contractor on the FIDIC suite of contracts for the supply, installation and testing of 80 cables required for an offshore wind farm;
•
Assisting German onshore wind farm owners in negotiations with their turbine supplier in respect of performance issues of wind turbines; and
•
Advising in connection with contracts for the construction of specialist wind farm installation and heavy lift vessels to be used in the industry;
•
CAR policy reviews for Danish offshore wind contractors in connection with a turbine installation contract.
•
Advising an underwriter on coverage pursuant to various policies of insurance in respect of certain projects where defects were found in the foundations;
•
Advising clients in connection with disputes arising under various contracts generally;
•
Advising on contracts for the construction and conversion of specialist installation vessels and their associated financing;
•
Advising a project manager on a contract for project management services for a German offshore wind farm;
•
Undertook a secondment to a contractor for a major offshore wind farm construction project to assist on a daily basis during the execution phase;
•
Advising various owners on chartering vessels to contractors for offshore wind farms, including remedies in the insolvency of critical subcontractors;
•
Advising a Belgian offshore construction company in connection with the installation of turbines in a German offshore wind farm and the insolvency of the turbine supplier;
•
Advising a consortium of contractors in connection with the tender for the turnkey cable laying contract (onshore and offshore) to connect a HVDC converter platform in the German EEZ to the German onshore grid;
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Other renewables experience: •
Regularly advising a major European utility with regard to its biomass trade contracts, including long term supply contracts and related carriage contracts;
•
Advising UK/Russian interests in a project for the refurbishment and operation of a hydro¬electric plant in the former Soviet Union. This included drafting the agreement for the operation of the plant and providing for repayment of the costs of refurbishment out of electricity generated and sold;
•
Advising on insurance claims involving geothermal, portable, and LNG-fuelled power plants;
•
Representing two major European utilities groups in connection with arbitration proceedings and other disputes arising out of biomass contracts;
•
Advising the local and international lenders on the $450 million acquisition and project financing of the Tiwi and Makban geothermal projects in the Philippines; and
•
Advising the international developer on a greenfield geothermal project in Indonesia.
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