Legal Aspects of Clean Energy Projects Clean Energy Project Analysis Course Photo Credit: Andrew Carlin, Tracy Operators/NREL PIX Biomass Fired Power Plant, USA

Objectives  Raise awareness of legal issues around clean energy projects  Outline key legal documents that are used in clean energy projects  Introduce participants to the RETScreen Legal Documents Toolkit

Question What are the legal barriers to the development and implementation of clean energy projects?

Legal Barriers  Legal documents for a clean energy project must be:  Appropriate  Comprehensive  Customized  Costs on an average project can range from tens to hundreds of thousands to millions of dollars

Risk  Legal aspects of a clean energy project are fundamentally about identifying, managing, and mitigating risk  Shielding from liability Photo Credit: Nordex Gmbh 600 kW Wind Turbine installation

What is RETScreen?  World’s preeminent clean energy decision-making software  35 languages covering more than 2/3rds of the world’s population  More than 186,000 users in 222 countries  Provided free-of-charge by the Government of Canada

RETScreen Legal Documents Project  In keeping with RETScreen’s objective of reducing the transactional costs/barriers to clean energy projects, the Project Goal is to help reduce legal barriers by:  Making the legal requirements of a clean energy project more accessible  Bringing together sample legal documents freely available over the Internet that can be used as templates, examples, or customized  Developing new documents for public use where none exist

Project Partners  Lead by RETScreen International/CanmetENERGY/Natural Resources Canada (NRCan)/Government of Canada  Partnership with Energy + Environment Foundation  With pro bono contribution of content by lawyers from leading firms in New York and Washington  Financially supported by a grant from the Renewable Energy and Energy Efficiency Partnership (REEEP)

Energy + Environment Foundation  Strengthen energy and environmental education in developing countries  Promote renewable energy  Build capacity to solve energy and environmental challenges

RETScreen Legal Documents Toolkit  Legal Aspects Web Portals (at and  Also available within the RETScreen User Manual (in V4 of the software)  e-Textbook Chapter and Training Slides  Legal Discussion Forum through Energy + Environment Foundation website

Importance of Legal Counsel  Complexity of energy-related legal agreements  Highly dynamic nature of clean energy law  Differing interests/power imbalances  Transfer of risk

Legal Framework  Role in project  Type of project  Scale of project  Timing of project Photo Credit: Nordex Gmbh

Legal Framework (continued) Legal Environment:  Obligations vs. considerations  Jurisdiction and paramountcy  International Law

Project Legal Documentation

Real Property  Broad category of documents related to the physical land and/or facilities that will be involved in the project  Green Lease

Regulatory and Permitting  Regulatory issues: obligations to a level of government to either perform an action or refrain from performing an action  Permitting: the formal approval process given by a level of government to allow the project developer to engage in an activity or action

Power Purchase Agreement  Fundamentally, an agreement for the purchase and sale of electricity  Perhaps the central legal document in a clean power project  Level of complexity

Energy Performance Contract  Agreement to make energy-saving capital and operational improvements to a building or industrial facility  Normally financed through the cost savings resulting from improved energy performance  Role of ESCOs

Design, Engineering, Procurement, Fuel Supply, Construction, O&M  Broad suite of documents to build and run the project  BOT and BOOT  Fuel Supply  Tendering

Interconnection Agreement  Secures a right to feed generated electricity into the grid  Often integrated into PPA  Transmission Agreement Photo : SNC-Lavalin

Environmental  Environmental Impact Assessment  Emissions Trading Agreement  ERPA  Environmental Attributes Trading Agreement

Other Legal/Quasi-Legal Issues  Corporate Structure  Monitoring, Targeting & Verification  Intellectual Property  Dispute Resolution

Other Legal/Quasi-Legal Issues  Decommissioning  Labour  Indigenous Peoples & Ethnic Minorities  NIMBY Factor

Project Finance  Legal strategy + documentation = $$$  Equity Financing  Debt Financing  Public-Private Partnership

Government-Linked Financing Financial Incentives  Tax incentives  Net-metering Legislated Incentives  RPS/EEPS  Feed-in Tariff Photo Credit: Strong, Steven DOE/NREL

Typical Financial Documentation Overall purpose is to…  Provide incentive to the lenders to advance monies; AND  Provide security to lender for monies advanced  SECURITY is key as is management of risk

e-Textbook Chapter & Slides See e-Textbook Clean Energy Project Analysis: RETScreen ® Engineering and Cases Legal Aspects of Clean Energy Projects Chapter

Conclusions  Legal issues and documents are an important part of any clean energy project AND can represent a major expense  RETScreen has developed tools that will raise awareness of legal issues in clean energy projects and reduce transactional legal costs  Project developers may experience significant savings by taking advantage of the documents and tools that have been identified and developed

Disclaimer The RETScreen Training Course (i.e. presentation slides, e-Textbook chapters, linked documents, etc.) is provided for informational purposes only and does not necessarily reflect the views of the Government of Canada nor constitute an endorsement of any commercial product or person. Neither Canada nor its ministers, officers, employees or agents make any warranty in respect to this Training Course or assumes any liability arising out of the use of this Training Course. The documents linked to herein are examples of documents available through a free and public Internet search. They are provided to the public as information resources only. No warranty, express or implied, is made by the Government of Canada, Natural Resources Canada, CanmetENERGY, RETScreen International (collectively "Natural Resources Canada") or any of its employees or consultants with regards to any aspect of the documents, including but not limited to their proprietary or intellectual property status. Natural Resources Canada does not accept any responsibility or liability for loss or damage through unauthorized use or misuse of the documents, or through lack of appropriate or sufficient due diligence. The legal documentation linked to:  is not necessarily comprehensive, complete, accurate, or up-to-date;  is linked to external sites over which Natural Resources Canada has no control and for which Natural Resources Canada assumes no responsibility; and  does not constitute professional or legal advice. If you require specific legal advice, you should always consult a qualified professional.

Questions? For further information please visit the RETScreen Website at Legal Aspects of Clean Energy Projects Module RETScreen ® International Clean Energy Project Analysis Course