Overview
Miller Thomson’s Projects Group has extensive experience in advising clients on the development, financing, construction and operation of projects across a range of sectors including energy and natural resources, infrastructure, waste, water and wastewater projects. We represent a range of clients including domestic and foreign owners, developers, lenders, contractors and suppliers through the project development process, as well as on the acquisition, divestiture and finance of projects. Our Group includes dedicated projects, energy, finance and construction lawyers from each of our 10 offices across Canada. We draw from our team of other specialist lawyers, as required, to provide clients with a multidisciplinary group of experienced legal advisors tailored to any particular project.
The principal practice areas of the Projects Group are:
- Energy and Natural Resources
- Renewable Energy
- District Energy
- Energy Storage and Transmission
- Conventional Electricity Generation
- Oil and Gas
- Mining
- Construction and Infrastructure
- Public Private Partnerships
- Roads and Transportation
- Waste, Water and Wastewater
- Infrastructure Project Development
- Project Finance and Alternative Finance
Understanding that each project is unique, we provide legal guidance in a variety of areas, including:
- Project structuring: Advising on the appropriate legal entity for the project, based on tax, finance and residency considerations.
- Due diligence: Advising in respect of potential acquisitions or for project finance, assisting on the evaluation of the “bankability” of the project, availability of exits, etc.
- Initial commercial contract negotiation and drafting: Letters of intent, memoranda of understanding, non-disclosure agreements, purchase agreements, supply contracts.
- Specialized contract negotiation and drafting: Power purchase agreements, consortium agreements, turbine supply contracts, petroleum and natural gas leases and all forms of CCDC and other standard form construction contracts.
- Drafting project agreements: Project agreements, teaming agreements, engineering, procurement and construction (EPC) or engineering, procurement and construction management (EPCM) contracts, operation and maintenance agreements, limited partnership and other SPV agreements, integrated to ensure seamless coverage of risk for owners and lenders.
- Permitting: Federal, provincial and municipal permitting, including specialized approvals for development on Crown lands, and including the assignment of permits and defending appeals of project approvals.
- Environmental: Environmental assessments, contracts with environmental consultants, addressing risk associated with contaminated project sites.
- Aboriginal: Duty to consult, joint venture documentation, limited partnerships.
- Project financing: Loan agreements, security documents, tri-party agreements, due diligence, enforceability and permitting opinions, documentation with off-takers and regulators.
- Sale or acquisition of projects or project assets: Securities and asset purchase agreements, comfort letters and consents from regulatory authorities, assignment of PPAs, leases and other project agreements.
Additional legal services include:
- Tax structuring: cross-border, withholding to non-residents, capital gains and sales taxes
- Dispute resolution and litigation
Notable matters
For an extended list of notable matters related to any or all of the below, please contact us.
Renewable Energy, including Solar, Wind, Biomass, Hydro, Geothermal, Bio-energy and First Nations related projects.
Wind Projects
- Acting for the owner on the development of a 177 MW wind project in Saskatchewan.
- Acting for the developer of wind projects in Quebec in respect of environmental, First Nations, regulatory and municipal matters.
- Advised the developer of a 60 MW wind farm in Ontario on development and regulatory matters.
Solar Projects
- Advised an Ontario rooftop solar developer in respect of joint venture documentation, rooftop leases, development agreements, EPC contracts, consulting agreements and warranty documentation.
- Acted for a renewable energy developer on the reorganization of its project ownership, and the project finance of approximately 40 rooftop solar projects.
- Acted for the developer of a unique combined solar power and geothermal energy project relating to the redevelopment of a community recreation centre in British Columbia.
Other Renewable Energy
- Advised the owner on the development, permitting, construction and project financing of a waste to energy project in Ontario.
- Acting for a First Nation on a 20 MW flare gas to power project in Saskatchewan.
- Acted for a First Nation on negotiation and drafting of a unique set-aside agreement for 20 MW of generation.
- Acted for the developer of a 40 MW biomass to power project in Saskatchewan.
- Advised the developer of a 12 MW biomass to power project in Alberta.
- Acted for the developer and feedstock provider on a 90 million gallon renewable fuel oil (RFO) bioenergy project in Quebec
- Acted for the developer of a geothermal project.
- Advised developer on run-of-river projects in Northern Saskatchewan.
Project Finance, including representing lenders and borrowers on projects.
- Representing a syndicate of lenders on the project finance of an 18 MW wind farm in Ontario.
- Representing the borrower on the development and project finance of a 10 MW industrial solar energy project.
- Advised a lender on the initiation of its solar rooftop finance program in Ontario, including the development of all standard loan documentation and closing of its initial projects.
Energy Storage and Transmission, including representing developers, EPC providers, lenders and other related parties on projects.
- Working for the co-developer, EPC provider and co-owner of a group of electricity storage projects in Toronto, Ontario with an aggregate nameplate capacity of 53 MWh.
- Representing the lender to a battery storage facility in Ontario.
- Represented the developer of a gas storage facility in Ontario.
District Energy
- Acted for the owner of a district energy system on the expansion of its system and on the associated project agreements and energy purchase contracts.
- Advised the owner of a district energy system on various district heating and cooling contracts.
- Advised the owner of a district energy system on a combined heating and cooling energy supply agreement.
Conventional Energy and Combined Heat and Power Plants
- Acted for the contractor on the EPC contracting of a 100 MW expansion of a fossil fueled generation project in Newfoundland.
- Advised the developer of a combined heat and power facility in Alberta in respect of its organization, construction and project finance.
- Advised an independent power producer on the development of a 300 MW natural gas electrical generation facility.
Natural Resources
- Provide general ongoing legal advice to uranium, potash and coal mining companies with new and operating mines in Saskatchewan.
- Provide ongoing legal advice to consulting engineering firm specializing in mining projects in Western Canada
- Acted for miner and negotiated and drafted coal supply agreement for power generation
- Acted for major equipment supplier for greenfield potash mine
- Acted for miner on construction of port facility for greenfield potash mine
- Acted for suppliers on various supply agreements for uranium mine and mill
P3/Infrastructure, representing owners and consortiums on projects covering Infrastructure (Roads and Bridges), Healthcare facilities, Education facilities and others. We have served as legal advisor and as fairness advisor on projects across Canada.
- Women’s & Children’s Hospital Redevelopment in British Columbia
- George Massey Tunnel Replacement Project (BC)
- Port Metro Vancouver, Roberts Bank Terminal 2 Project
- Acted as independent counsel to a hospital for a design, build, finance (DBF) project using the Alternative Financing and Procurement (AFP) model
- Acted as independent counsel to a hospital for a design, build, finance, maintain (DBFM) project using the AFP model
- Acted for Project Co. in connection with a DBF transit project using the AFP model
- Served as lead counsel and provided full legal services including First Nations, real property, environmental, commercial and construction law for a P3 project to replace the floating bridge over Lake Okanagan in Kelowna.
- Advised major tenant and professional sports team on construction of stadium in Regina.
- Served as Fairness Monitor for two bundles of P3 projects comprising 18 new schools on 9 new joint-use schools sites and an integrated correctional and psychiatric facility.
- Acting for a major developer on the land development and construction of interchanges and bypasses on a new subdivision in Saskatoon, Saskatchewan
