Renewables / 2020

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Europe & Middle East & Asia

Renewables / 2020

You, renewables& Ince, in any case

01

Through its entrepreneurial culture and “one firm” approach,

the business offers its clients 150 years of experience, insight

and relationships. The Ince Group is driven by a unique team

of passionate people whose broad expertise and deep sector

specialisms provide their clients with solutions to their

complex legal and strategic needs.

The Ince Group is a

dynamic international

legal and professional

services business with

offices in nine countries

across Europe, Asia and

the Middle East.

Ince

With over 800 people, including over 100 partners worldwide, The Ince Group delivers legal advice, strategic guidance and business solutions to clients ranging from the world’s oldest and biggest businesses operating across numerous industries to ultra-high net worth individuals.

About The Ince Group

800+employees

worldwide,

including

support staff

500+legal and

business services

professionals

30different

language

capabilities

16offices

9countries

02

Renewables / 2020

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.

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.

Ince

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.

Our energy disputes practice can assist when issues

arise.

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.

We provide you with proactive legal advice on and

can be actively involved or take a leading role in the

negotiations.

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.

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 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.

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.

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.

Significant experience from choice of contracting model and form, joint ventures, consortiums, M&A and finance expertise.

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.

Our offering and experience

Our offering and experience is deep. Our differentiators to the market, we believe, are:

04

Renewables / 2020

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.

05

Ince

Chris Kidd Joint Head of Energy & Infrastructure, LondonT +44 (0) 20 7481 [email protected]

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.

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.

The Legal 500: - “has vast experience in shipbuilding

matters”

- “A real asset”

- “Understands client needs and always

givesfirst-classadvice”

06

Renewables / 2020

Christian ReinartPartner, Hamburg [email protected]

David ChoyManaging Associate, [email protected]

Our team (cont.)

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.

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.

07

Ince

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.


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.


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.


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.


Greater Gabbard Advising on draft c/p, with a view to improving the Owners’ position

under Supplytime ‘05.


Rhyl Flats Advising on a draft contract (originally LOGIC, then changed to

BIMCO) for the re-burial of export cables.


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.


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 Off-

Shore) Contract

Appendix 1: Ince wind farm involvement

08

Renewables / 2020


London Array Advising on a c/p for a platform plus 2 tugs to continue working at

London Array (i.e. to carry on following expiry of a similar c/p).

BIMCO Supplytime 2005, with 9 pages

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.


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.


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-sur-

Mer 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.


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.


Appendix 1: Ince wind farm involvement (cont.)

09

Ince


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.


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.

Bespoke time charter plus numerous and

detailed appendices

Various Drafting a Framework Agreement for the provision of one of three

vessels (subject to availability) to carry out offshore wind farm

maintenance and/or servicing work.

Bespoke Framework Agreement

incorporating an amended BIMCO

Supplytime 2005 charter

Burbo Bank

Extension

Advising on an Invitation to Tender for a contract to load, transport

and install WTGs.



BARD Offshore 1 Advising on a draft charter for vessels tocarry out O&M work at

BARD 1.



NAREC Offshore

Met Mast

at the Blyth

Offshore Wind

Demonstration

Site

Defending claim for hire during the period when off hire was

claimed.


Various Asia-

Pacific projects

Advising on a Ship Management Agreement and a Services

Agreement regarding technical management and service (crew

training) for installation vessel in the offshore wind market in Asia-

Pacific, including operation in Chinese waters.

BIMCO Shipman 2009 and bespoke

Services Agreement

Appendix 1: Ince wind farm involvement (cont.)

10

Renewables / 2020

• 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;

• Assisting German onshore wind farm owners in

negotiations with their turbine supplier in respect of

performance issues of wind turbines; and

• CAR policy reviews for Danish offshore wind contractors

in connection with a turbine installation contract.

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.

Appendix 2: Additional experience

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;

• Advising in connection with contracts for the construction

of specialist wind farm installation and heavy lift vessels

to be used in the industry;

• 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;

• 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;

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Europe & Middle East & Asia

Renewables / 2020

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United Kingdom, Beijing and ShanghaiInce is a trading name of Ince Gordon Dadds LLP. Ince Gordon Dadds LLP is a limited liability partnership registered in England & Wales (registered number: OC383616) authorised and regulated by the Solicitors Regulation Authority (SRA number: 596729). A list of members of the LLP, and of those non-members designated as partners, is displayed at our registered office: Aldgate Tower, 2 Leman Street, London, E1 8QN. The term ‘partner’ used in relation to the LLP, refers to a member of the LLP or an employee or consultant of the LLP or any affiliated firm of equivalent standing. Ince Gordon Dadds LLP is a subsidiary of The Ince Group plc.

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PiraeusInce is a trading name of Herring Parry Khan Law Office. Regulated by the Piraeus Bar.

Limassol

G.Zambartas LLC is a member of the Ince International network of law, consultancy and advisory firms. It is licensed to use the

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company number H.E. 412500, and is registered as a lawyers’ limited company with the Cyprus Bar Association under registration

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