Examples of Work
Drafting of exclusivity and non disclosure agreements between Italian solar panel manufacturer and South Africa company in relation to a joint venture manufacturing plant in South Africa.
Due diligence of biomass site development as to feedstock delivery by road, sea and rail; land use requirements and reinstructions and advising on appropriate forms of professional appointments and construction contracts.
Advising on largest waste management PFI deal in UK for implementation of a £750m joint venture scheme, in relation to appointment of engineer and project manager as well as the turnkey contractor, including negotiations of take-over and acceptance procedures. engineer’s appointment on amended form ACE with project-specific obligations to cover obligation to funders and to jv; negotiations between turnkey contractor and their Italian specialist process provider which also required a bespoke contract as the supplier owned and retained all IP in the process and was at that stage untested- implementation of acceptance procedure as between these parties and then negotiation with the funders and the local authorities as to what would constitute a working process, in relation to throughput and collection as well as building and commissioning times
Advising and drafting of Engineering Procurement and Construction contracts for on-shore wind farms. Based on FIDIC silver book but amended to reflect the altered negotiating position of the parties in wind farm projects; additional provisions for testing and take over and the negotiation of liquidated damages for delay, availability and performance; termination provisions also enhanced; operation and maintenance services agreements (oms) for the project; replicate the EPC and OMS; there were also direct contractor agreements.
Acting on behalf of wind farm developer in icc arbitration in relation to claim by turnkey contractor to recover £4.5m withheld in relation to delay damages and failure to achieve availability warranties- disputed by contractor on grounds that design changes by developer caused delay and the availability was subject to change; following the bespoke drp procedure the parties agreed on appointment of arbitration panel- 2 engineers and counsel; preliminary meeting and pleadings- then mediation and numerous informal and formal meetings- settlement achieved at £2m.
Advising and drafting consultant’s appointments, liability issues and project heads of terms and subsequently advising on consequential issues relating to selection and appointment of contractor for £60m waste to energy plant. Italian company but without a pre-agreed process provider. The process provider was to be retained by turnkey contractor and required negotiations with the contractor, drafting of engineer’s appointment on amended form of ACE together with separate element to cover intended review of process proposals outside of project agreement;
International arbitration concerning loss and expense and contract delay claims for a harsh environment jack-up rig, claim valued at approximately $80m. Involved in review of initial advice from consultants re delay and disruption elements and instruction of counsel. Involvement in the establishment of the regime for review of documentation and preparation of further expert evidence and witness statements prior to team being sent to Korea.
Acting for a variety of clients to undertake complete review of their project contracts and procedures which has included advice and drafting in relation to MF/I; IChemE Red, Green, Yellow and Brown books; FIDIC Silver book; Minor Works contract; JCT98 WCD; as well as a number of bespoke EPC contracts.
Drafting and negotiation of engineering procurement and construction contracts and build operate and transfer contracts for client with Ghanian government relating to construction of oil pipeline from offshore to onshore depot and supply agreement relating to oil storage farm. This also involved the subsequent drafting and negotiation of the subcontract for the turnkey construction works and ongoing maintenance agreement with a Greek contractor- contract value $15m.
Non contentious engineering advice and drafting – EPC and OMS contracts; ICC arbitration on delay claim by turnkey contractor.
Oil and Gas – non contentious- drafting of EPC for cracker plant in Hull
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Drafting and negotiation of engineering contracts for a 6 turbine wind farm and conducting bilateral discussions and negotiations with turbine suppliers Siemens and Enercon. During the course of these negotiations the contract morphed into split contracts for turbine supply, balance of plant, electrical works and connections and civil enabling works and foundations. This work required supplementing an in house team and worked seamlessly with a number of external consultants whilst monitoring the progress on all negotiations, made difficult by contrasting contract requirements and conflicting timescales, with need for complete confidentially.
Assembly of project documents for the vendor of probably the world’s largest solar project 2015/2016 in Chile for the sale to an English/Korean Fund. This required liaison with the joint venture parties in Chile and Belgium and the negotiation and drafting of NDAs, and exclusivity agreements and heads of terms for sale. The work scope also involved identifying and interviewing major London law firms that could be instructed on corporate and tax aspects of the sale, including the identification of and negotiation with London lawyers to work on corporate and financial agreements; the handling of all negotiations and discussions with the lawyers in London and the major joint venture party in Brussels, and advising on the best structure for EPC and Balance of Supply (BOS) contracts, as well as outlining and identifying initial due diligence requirements.
Acted in the purchase of a 5mw solar project for a German client undertaking all due diligence and negotiation of SPA and other documents. The purchase was completed in 4 weeks. Also acted on the sale of the Project to Danish Investment Fund, and the drafting and negotiation of the EPC contract for construction of project and the OMS contract.
Acting for Promoter of UK wind farms in relation to extensions of 3 existing wind farms with additional turbines. This work required drafting and negotiation of EPC for supply, construction and installation as well as revisions to existing OMS agreements. Negotiations also required liaison with funders and local authorities.
Acting on behalf of a main contractor in construction of one of UK’s first anaerobic digestion plants. This required substantive negotiation of contractual amends and the specification due to the existence of directly engaged suppliers and sub contractors and the complex interaction between constructions and installation of complex technical equipment.
Conducting due diligence in relation to purchase of one of UK’s largest biomass projects, requiring review of all planning and construction agreements, port and shipping contracts, together with feed stock supply agreements. Contracts drafted under various standard and non standard forms and not all subject to English jurisdiction. Project value circa £500million.
Advising and drafting of Engineering, Procurement and Construction contract for one of UK’s largest on-shore wind farm. Based on FIDIC silver book but amended to reflect the altered negotiating position of the parties in wind farm projects; additional provisions for testing and take over and the negotiation of liquidated damages for delay, availability and performance; termination provisions also enhanced; linked to the EPC was a five year operation and maintenance services agreement (oms) for the project; funders represented by magic circle firm and this required negotiation of direct agreements with funders to replicate the EPC and OMS; there were also direct contractor agreements.
Acting for an Italian manufacturer of solar panels in the establishment of a joint venture for development and construction of a joint manufacturing plant in South Africa.
Acting on behalf of wind farm developer in ICC arbitration in relation to claim by turnkey contractor to recover £4.5m withheld in relation to delay damages and failure to achieve availability warranties; disputed by contractor on grounds that design changes by developer caused delay and the availability was subject to change; following the bespoke dispute resolution procedure the parties agreed on appointment of arbitration panel, comprising 2 engineers and counsel; preliminary meeting and pleadings; then mediation and numerous informal and formal meetings before settlement was achieved.
Advising and drafting consultant’s appointments, liability issues and project heads of terms and subsequently advising on consequential issues relating to selection and appointment of contractor for £60m waste to energy plant. Italian company but without a pre-agreed process provider. The process provider was to be retained by turnkey contractor and required negotiations with the contractor, drafting of engineer’s appointment on amended form of ACE together with separate element to cover intended review of process proposals outside of project agreement.
