At Procido LLP we strive to write in clear and concise language and avoid legalese. As a service, we offer drafting contracts entirely using plain English. However, some legal terms just can’t be simplified beyond their base meaning which can be complex. Therefore, we have provided a Glossary defining certain terms we use. If you need a further explanation on any term in this Glossary, don’t hesitate to contact us and we would be happy to explain further what that term means.
Agile: an approach to project management pioneered by the Project Management Institute that aims for early, measurable ROI through defined, iterative delivery of product increments. just a sample paragraph for data entry purposes.
Articles of Corporation: the documents that establish a corporation. The articles of corporation often define who does what in a corporation and what that corporation can or cannot do at a high level.
Band Council Resolution: the usual document that a Chief and Council of a First Nation will prepare to indicate in writing an important decision of the Chief and Council and the details around that decision.
Big 4: refers to the biggest four accounting firms in the world – Deloitte, Ernst & Young, KPMG, and PwC (in no particular order).
BOP: balance of plant. This refers to a type of contract where the project developer has already completed a portion of the project work and the contractor being hired just needs to complete the remaining work, or the “balance of the plant” (or facility).
Brownfield: a site or facility that is being redeveloped, as opposed to being built new on a new site.
Bylaws of Corporation: the important rules regarding how a corporation is run.
CO2: carbon dioxide. CO2 is most often referred in projects as a critical by-product and greenhouse gas that, when released into the atmosphere, increases hydrocarbon emissions.
Capacity Building: the process of building capacity, particularly for Indigenous groups. In the context of project development, capacity building usually refers to professionals like lawyers or engineers not only providing services to the project, but also transferring knowledge about the project development and management to the Indigenous stakeholder involved in the project.
CCDC: Canadian Construction Documents Committee. This is a group that prepares standard-form construction contracts, which are often used as a starting point for construction contracts in Saskatchewan. CCDC standard-form contracts have an unusual structure, using General Conditions that can be amended by Special Conditions if not used as drafted.
CCS: carbon capture and storage. This refers to capturing and separating out gases (mostly CO2) from industrial processes for permanent storage (usually underground). CCS is sometimes referred to as “carbon capture and permanent storage” or “carbon capture and sequestration.” Another term, “CCUS,” is used to refer to “carbon capture utilization and storage.” There are many technical differences inherent in these definitions that can affect projects using these technologies.
Chief and Council: the group that typically governs a First Nation.
COD: completed operations date; colloquially referred to by some as the day your project starts operating.
Corporation: an entity that has limited liability and a separate legal existence.
Corporate Tax: the tax that a corporation must pay, usually on income – which is separate from the tax that an individual must pay.
County: a municipal entity in Alberta; called a rural municipality in other Western Canadian jurisdictions.
Crown: Canada is a constitutional monarchy and in this structure, the Crown is considered the ultimate source of all non-partisan sovereign authority and informs the legislative, executive, and judicial powers in Canada. This definition of the Crown is changing to accommodate and integrate Indigenous groups and rights.
Cryptocurrency: a digital currency only used online. Cryptocurrency has no possible physical counterpart like traditional or “fiat” currency, which can be converted into physical money.
D&O Insurance: directors and officers insurance. A type of insurance used by directors on corporations to limit their personal liability.
Data Mining: certain cryptocurrencies require digital transactions to be processed to facilitate transactions. When computers process these transactions, they are awarded small amounts of cryptocurrency. Data mining is the activity of processing these transactions on computers in order to be awarded small amounts of cryptocurrency for each transaction completed.
Decommissioning: the process of stopping operation of a facility at the end of its life and after all agreements have expired, and then remediating the project site.
Designation: federal government of Canada “approval” that the lands owned or controlled by a First Nation may be used for certain purposes. For example, a First Nation’s reserve lands may be designated for the purpose of construction and operation of a solar facility.
DevCo: development corporation; typically the corporation established by the project owner to only develop that project.
Developer: an entity that creates and moves projects forward to completion. Developers often come up with the initial idea for a project.
Director: a person responsible for making decisions in a corporation.
Due Diligence: the process of uncovering unknown risks, most often undertaken before a transaction closes as a condition to closing. Due diligence also happens in the context of project development during the structuring phase in regard to prospective project stakeholders. Lenders also undertake due diligence and uncover unknown risks before lending money on projects.
Economic Development Corporation: a corporation established by a First Nation to promote and proceed with economic development initiatives for the First Nation.
EPC: engineering, procurement and construction; a form of contract that includes all three of these things in the same agreement with a single EPC contractor.
Fiduciary Obligation: an obligation to put the interests of another ahead of your own.
First Nations: as used in this book, First Nations refer to “Indians” as defined in the federal Canadian Indian Act.
FNCIDA: First Nations Commercial and Industrial Development Act (Canada).
FNFA: First Nations Financial Authority.
FNLMA: First Nations Land Management Act (Canada).
Freehold: private ownership of land with minimal restrictions on what that private owner can do with that freehold land.
GP: the general partner in a limited partnership. The general partner controls a limited partnership.
Greenfield: new, as in a new project development.
Head Lease: a lease between the Crown and a First Nation on designated land. A head lease is required for a sublease between a First Nation and a developer to proceed with a project.
Horizontal Drilling: in the oil and gas industry, the process of drilling vertically and then horizontally to access oil and gas.
Hybrid: a type of approach to project management that combines planning strategies from the traditional project management environment with the agile methodology’s flexible approach.
Hydrocarbons: a substance made of hydrogen and carbon, which are the main chemical components of petroleum (oil) and natural gas.
Indemnification: compensation for loss. There are many different types of indemnifications to meet different objectives: unilateral vs mutual, tax indemnity, intellectual property indemnity, or confidentiality indemnification.
Indian Reserve: an area designated by the Indian Act (Canada) for exclusive use of a First Nation.
Indigenous: as used in this book, Indigenous refers to First Nations and Métis groups, as well as other Indigenous inhabitants of Canada who are not considered “Indians” under the Indian Act (Canada).
IOGC: Indian Oil and Gas Canada, the regulator of oil and gas developments on First Nations reserve lands.
Instrument: a document or online form formally executed by someone having specific and assigned authority to execute. In projects, an instrument typically refers to things registered on title to the lands that comprise the site, such as a mortgage, builders’ lien, or lien.
Intellectual Property: something subject to ownership that does not have a physical form. In projects, intellectual property typically relates to the design of the project.
Interest: an instrument registered on title.
Irradiation: level of solar resource hitting the ground.
IPP: independent power producer. Typically, an IPP is a corporation and may be listed on a stock exchange.
JVCo: joint venture corporation; the corporation established by the joint venture partners to run a joint venture.
Labour and Materials Bond: a bond posted by a contractor that may be called by an owner if that contractor did not pay their subcontractors and suppliers.
Land Registry: a database holding certificates of title proving ownership of land.
Land Tenure: control of land.
Liability: legal responsibility for something.
Liability cap: the maximum amount of money that a party will have to pay to another party for being liable for something.
Liquidated Damages for Delay: payment of a set amount to an owner from a contractor for each day of delay in completing something.
LP: limited partnership; one of the entities used to structure projects.
Minister of Crown-Indigenous Relations: the minister broadly responsible for overall relations between the federal Canadian government and First Nations, Métis, and Inuit.
Minister of Indigenous Services: the minister responsible for Indigenous Services Canada (ISC), the department of the Government of Canada that delivers federal government services to Indigenous peoples.
MSW: municipal solid waste. Typically, this is the majority of the content in a municipal landfill.
Nacelle: the outer covering of the gearbox and generator of a wind turbine.
National Instruments: agreed documents to standardize laws and policies between provincial jurisdictions.
NGO: non-governmental organization. Typically, NGOs are non-profit groups with specific ideological aims.
O&M: operation and maintenance.
OECD: Organisation for Economic Co-operation and Development, which includes 38 of the “rich” countries of the world.
OSC: Ontario Securities Commission. The most important regulator of securities (such as shares and stocks in companies sold to the public) in Canada.
Owner: in projects, the entity that has ultimate legal ownership of the project.
Performance Bond: a bond for a set amount of money that may be called by an owner if a contractor does not perform certain things as part of a project.
Phase I Environmental Assessment: the cheapest and quickest way to undertake an initial high-level assessment of the environmental condition of land that might be used for a project.
Phase II Environmental Assessment: similar to a Phase I Environmental Assessment, but this involves significantly more testing, sampling, and analysis to reach more definitive and reliable conclusions.
PPA: power purchase agreement.
Predictive: a traditional form of project management that begins with a clearly defined end product or goal that must be met, and so the total scope needs to be defined at the beginning of the project.
Procurement: obtaining goods or services typically through a competitive process between bidders or proponents.
Profit: the money that is left after expenses have been deducted from revenues.
Project Assets: everything of value that can be tracked back and contained within a project.
ProjectCo: project corporation; the entity established to hold the project assets and develop the project.
Project Delivery Models: the different ways that a project can be delivered to an owner.
Project Developer: an entity that moves a project forward through the defined development phases.
Projects Lawyer: a qualified lawyer that typically advises on construction contracts, project financing, regulatory compliance, and other matters related to project development and management.
Project Manager: the person tasked with managing the development of a particular project.
Project Owner: the entity that has legal ownership of all or most of the project assets.
P3: a public private partnership (also called a PPP or 3P). This is a particular form of partnership where a private entity owns, operates and maintains public infrastructure for a set period.
Revenue: the total amount of money a business brings in before any expenses are deducted.
RFP: request for proposals; a common type of competitive public procurement process that does not have a specific scope of work or deliverable – these are defined by the proponent.
ROI: return on investment; used colloquially to mean that the project makes money.
Royalty: a certain amount of money drawn from a larger revenue stream that is set aside and directed to a specific entity for a specific period, usually without onerous conditions that need to be met before the funds are dispersed – the funds are simply transferred pursuant to a royalty agreement.
Rural Municipality: a municipal entity in a rural area.
Sámi: an Indigenous group in Northern Europe.
SEC: Securities and Exchange Commission; the securities regulator in the United States.
Shareholder: a holder of shares in a corporation. The directors of a corporation take direction from the shareholders.
SIIFC: Saskatchewan Indigenous Investment Finance Corporation.
SREPP: Smart Renewables and Electrification Pathways Program of the federal government of Canada.
Stakeholder: a holder of some interest in a project.
Special Damages: most often refers to lost profit.
SPV: special purpose vehicle; a common project development entity.
Sublease: an agreement between a First Nation and a developer resulting from a head lease and a designation.
Subsurface: the area under the surface of land, which can have a separate legal title.
Title: the document indicating ownership of something, often land in projects.
Tribal Council: a group of multiple First Nations.
Treaty: a document signed between Canada and First Nations providing for rights and obligations of the parties.
TLE: Treaty Land Entitlement; settlements between the Crown and Indigenous groups related to a treaty entered into by the parties.
Trust: an entity in which one party (a trustor) gives another party (the trustee) the right to hold legal title to specific property or assets.
Urban Municipality: a type of municipal entity usually encompassing a city.
Urban Reserve: an area within an urban municipality that is carved out as a reserve for the exclusive ownership of a First Nation and the Crown.
USA: Unanimous Shareholders Agreement.
Utility-Scale: greater than 1 MW of power generation.
Warrants: an option to purchase shares in a corporation.
WSA: Water Security Agency of Saskatchewan.