Build together or outsource? On collaboration in construction and offshore investments – the example of the Western Bypass of Szczecin 

The Western Bypass of Szczecin is one of the largest infrastructure investments in Poland. It holds strategic importance for the development of the West Pomeranian Voivodeship and creates numerous opportunities for local construction companies. The bypass consists of three sections: Kołbaskowo – Dołuje, Dołuje – Police, and Police – Goleniów. The tenders announced by the General Director of National Roads and Motorways are entering a decisive phase – offers have been opened, and the contracting authorities will select the contractors. The most demanding and longest section is Police – Goleniów, which also includes the tunnel under the Oder River. The high tender requirements and the complexity of the task are reflected in the content of the offers – as many as 4 out of 5 were submitted by consortia (contractor combining their forces to bid for the order). 

The implementation of bypass highlights the scale of coordination, financial, and legal challenges in multi-discipline contracts that require the cooperation of numerous entities (general contractors, including consortia, subcontractors, and contract engineers). The proceeding (including for the challenging tunnel under the Oder) confirm that projects worth hundreds of millions to billions require careful selection of the cooperation model (consortium vs subcontracting). Properly setting the terms determines responsibility and the ability to pursue claims, as well as impacts risk and margin. The tenders have been submitted primarily by companies with a nationwide reach. At the same time, the announcement of the proceedings’ results will open up opportunities for cooperation with smaller, local contractors. 

Analogous dilemmas in the offshore sector 

Similar dilemmas as in construction investments (who is responsible for what, how to secure payments down the supply chain, and regulate the details of cooperation) are now present in the offshore sector. In the case of offshore wind farms, in addition to the centralized model, where the investor enters into a contract with a single general contractor responsible for the overall project implementation (including coordination of numerous subcontractors, suppliers, or service providers), the multi-contract and hybrid strategies are also used. The multi-contract strategy involves dividing the project into various scopes and entering into separate agreements for each element (e.g. delivery of turbines or foundations). This gives the investor greater control over the selection and management of individual supplies but also comes with challenges in project management and coordination. Both approaches are linked by the hybrid strategy. This sector also involves cooperation within consortia or as subcontractors. Such a giant venture may be difficult for a single, even well-prepared company to carry out. It is important to remember that penalties for issues can absorb all profits, and the risks are high. 

Consortium 

A consortium agreement is an “unnamed contract”, shaped by the freedom of contract, flexibly regulating the cooperation of companies on a single project. This contract gains importance under the Public Procurement Law, which recognizes the possibility of consortium members jointly bidding for a contract. Ultimately, it enables obtaining an order when fulfilling participation conditions requires complementary resources from multiple entities (experience, personnel, equipment potential, interdisciplinary specialization). It is worth considering a consortium when risks and financing need to be shared “upstream” in one offer or agreement, However, the use of this structure comes with specific risks – public procurement law provides for joint liability towards the contracting authority. Additionally, formalities must be observed, including preparing the appropriate agreement (which should regulate internal divisions of responsibility and compensation) and designating the consortium leader. 

Subcontracting 

Subcontracting applies not only to investments carried out under public procurement law. The basic provision in this regard is – well known in the construction industry – Article 647¹ of the Civil Code. It provides for joint liability of the investor for payment of the subcontractor’s remuneration for completed works, provided that statutory conditions are met. In the case of public procurement law, the liability is broader – it may also cover remuneration for deliveries or other services performed by the subcontractor. Unlike consortium members, subcontractors are not jointly responsible towards the contracting authority, but in some cases, they can seek payment from it. To fully benefit from the advantages of subcontracting, it is essential to observe numerous formalities arising from the provisions and agreements between the investor and the contractor, particularly the written notification of the scope of work being carried out. 

Consortium or subcontracting? 

Determining the appropriate cooperation model and drafting the associated agreements are among the most important issues in both construction and offshore sectors. Mistakes and omissions in this regard can lead to years of disputes and cause payment delays, potentially even the collapse of a company 

The choice between a consortium and subcontracting requires: 

• checking the requirements of the contracting authority,
• assessing the scope of the investment and available resources,
• determining whether it is possible to segregate specific parts of the work or if ongoing cooperation is necessary,
• analysing responsibility towards the investor and the ability to claim direct payment,
• negotiating with potential consortium partners, general contractors, and subcontractors to understand their intentions and capabilities. 

Another, no less important step is appropriately regulating cooperation principles and the content of agreements, and in the case of subcontractors, making the proper notifications (including ensuring the general contractor complies!). This will minimize risks. 

Local content in the Western Bypass of Szczecin and offshore projects 

In the tenders for the bypass project, numerous offers from large companies – nationwide and international entities, including consortium bids were submitted. The choice of contractors will also open opportunities for smaller, local construction companies and suppliers or service providers. For these companies, entering into appropriate agreements (especially for subcontracting or further subcontracting) could be a unique opportunity for growth and the acquisition of valuable experience, which may later enable them to undertake large contracts independently. 

In this context, it is important to note that the development of the West Pomeranian Offshore Valley generates enormous potential linked to ongoing and planned investments. Also, in this sector, local companies will increasingly take advantage of development opportunities and face the choice of an appropriate cooperation model. 

We must not forget that as Polish entrepreneurs, most of us don’t have experience in this sector and are still building the necessary competencies. The influx of Western investors, companies with large assets, and experience in erecting wind turbines provides a unique opportunity to gain not only capital but also the expertise needed to execute future projects. 

Collaboration in this area is therefore extremely important. The choice of cooperation model may be crucial, as it could determine whether companies gain essential experience or are deprived of it – in the case of simply executing limited subcontracting scopes. 

Building local know-how in this sector has the potential to significantly contribute to the development of the entire offshore market in Poland, while minimizing risks related to inexperience and high global competition, including the presence of “big players.” 

In the offshore context, where financial and operational risks are particularly high, and investments require advanced management, participation in a consortium allows not only sharing the burdens but also learning from experienced partners and building local competencies. With the influx of Western investors who possess the necessary know-how and capital, Polish companies have the chance to grow rapidly – but only if their cooperation is properly regulated and coordinated. Correctly establishing the cooperation model and strictly adhering to procedures – especially regarding formal subcontractor notifications – are key factors in preventing risks such as delays and disputes, which could impact the success of the investment and the sustainability of the local supply chain. 

Ultimately, building local content in the offshore sector is not only about achieving profits but, above all, about the long-term process of strengthening the position of local companies in the demanding and global marine energy market. 

The right choice of cooperation model and the ability to manage complex consortium and subcontractor relationships is now the foundation for the success and competitiveness of the entire industry in Poland and globally.