SPONSORS OF legal eaglesRenewable <strong>Energy</strong> Contractsa brief overviewContracts for the provision ofgoods and services leading to thecommissioning and maintenance ofa renewable energy system, be thata wind turbine, hydro turbine, solarinstallation, Biomass system, etc allneed careful consideration in terms ofcontent and structure.ProtectionThe final Overriding Contract mustprotect the consultant from risk andreflect the factual process of leadinginto and procuring the project throughfeasibility, installation, commissioningand maintenance. On the other handreasonable legal protection should beafforded to the client as regards correctduties of care for the services providedand correct warranties for the goodssupplied, thus underpinning the provisionof and performance of the system overtime. Also, the documentation presentedby the consultant should be as clear,concise and “user friendly” as possible.Typical projectTake a typical project for say, the provisionof a wind or hydro turbine to a user likea farmer. In this process, one mightreasonably expect a series of phases asfollows...Initial visit to site and initialdiscussions• Outline Services – site assessment,measurement, planning application,outline of goods and services, initialreturn on investment ideas for parties,production of a report to lead to nextphase• Detailed Service – seasonalmeasures, specialist studies, detailedspecification of goods and services,detailed performance specificationsre downtime etc, dealing with planningconditions, details of project servicesand maintenance services, cash flowplan, production of a report to lead tonext phase• Project Services – all services tolead to installation and commissioningand for utility company and networkoperator involvement and takeover• Maintenance Services – ongoingmaintenance re cost in use relative toperformance over time and avoidanceof downtime etcThe above example is fairly basic and forillustrative purposes only, but, from thisexample, it is important to appreciate thateach of these phases should give rise toa series of independent contracts workingincrementally forward on the projectand working in synchronisation with theOverriding ContractThese incremental phases need to becarefully worked through between theconsultant and the client and all need to besubject to an Overriding Contract betweenconsultant and client containing key clausesrelating to sale of goods and provision ofservices with particular care as to...• Any selection of goods or design service• Commissioning• Charges and payment, warranties asto goods supplied for the benefit of theclient and any reasonable exclusion orreduction of liability clauses for thebenefit of the consultant• Financial arrangements including FITsharing and return on investmentformula after dealing with any domesticconsumption of electricity by the client• Grant of Lease and draft Specimen Lease• Maintenance• Timing for completion of installation• Planning and other statutory requirements• Provision of information between clientand customer• Delivery and risk transfer in the goods• Confidentiality and intellectual property• Llimitation or exclusion of liability as faras legally permitted• Assignment and sub contracting• Force majeure i.e. unforeseencircumstances which may delay theproject• Possible right for client to cancelcontracts on consumer credit grounds• Other clausesMost importantly the Overriding Contractmust carefully regulate the progression ofthe above phases between the parties, byspecifically controlling when the individualcontracts for the individual phases ariseand are concluded, so the parties are freeand clear to deal, if they both wish to, andmove onto the next phase.Similarities to construction andengineering contractsRenewable <strong>Energy</strong> Contracts are to alarge degree similar to construction andengineering contracts in that properlydrafted they should control the risk relativeto the best outcome in time, quality andmoney. However, of major difference isthe lead in and project planning phaseswhich are rarely allowed for contractorsto participate in (apart from quicklycoming up with cost saving ideas andvalue engineering etc) on mainstreamcontracting and engineering projects.One major similarity does exist betweenmainstream contracting and engineeringprojects and Renewables Projects. Inthat the more timely, quality and detailedthe information, worked up at the outset,relative to a detailed scope of services andgoods for a clearly related price, the fewerclaims, the fewer misunderstandings andthe better the job.Denison Till have many years experiencein drafting traditional engineering andconstruction contracts and have beeninvolved in drafting and negotiatingan increasing number of renewablescontracts for wind turbines, hydro turbinesand solar power installations.Gareth Hevey, Denison Tillwww.denisontill.com80www.windenergynetwork.co.uk
SPONSORS OF legal eaglesmulti-million poundwind farm for TheCo-operative GroupBristol based national law firm TLT hasadvised The Co-operative Group inrelation to its 20MW ten wind turbineproject at Biggleswade Bedfordshirewhich is to be financed by theprovision of a multi-million pound loanfacility from The Co-operative Bank.The law firm advised on the debtfinancing, real estate, construction, andpower purchase arrangements of the windfarm, which will power 18,000 homes andsave approximately 36,800 tonnes of CO2per year.Longstanding relationshipMaria Connolly, head of TLT’s Renewable<strong>Energy</strong> team says, “TLT has alongstanding relationship with The CooperativeGroup having advised them onfinancial services and retail operationsfor a number of years. We are delightedto advise them on this project, helpingthe Group’s commitment to developrenewables projects.”Rob Ellis, Development Manager at TheCo-operative Group says, “I have beenimpressed with TLT’s expertise andefficiency to complete the deal within thetight deadlines.”The project is a joint venture betweenThe Co-operative Group Limited and theVentus Funds, managed by TemporisCapital LLP.Specialist renewable energy teamThe firm has a specialist renewableenergy team consisting of legal experts incorporate, project finance, commercial,construction, environment, health & safety,planning and property law. Their expertsregularly advise on procurement techniquesand strategies, project structuring andfinance and regulatory issues.They have also been named LegalBusiness Awards 2013 National Law Firmof the Year, acknowledging the firm’sstrategy and growth in Scotland andNorthern Ireland and is ranked first of allUK top 100 law firms in Legal Week’sClient Satisfaction Report 2012.TLTwww.tltsolicitors.comwww.windenergynetwork.co.uk81
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