Jurist

Result of ServiceThe ultimate outputs of the consultancy will be (i) A standard ESCO contract adapted to the Mauritian legal context, (ii) Incorporation and constitutive documents for the SPV, (iii) Management Agreement between the SPV and CAM (iv) Agreement among the SPV and banks and ESCOs to be aligned with the EPC (v) Vetting of all governance documents and manual related to the operations of the SPV. Work LocationMauritius Expected durationPart-time / 37 working days Duties and ResponsibilitiesThe Energy Efficiency Management Office (EEMO), under the aegis of the Ministry of Energy and Public Utilities of Mauritius, in collaboration with UNEP Copenhagen Climate Centre (UNEP CCC) and Capital Asset Management Ltd (CAM), is in the process of establishing an Energy Efficiency Guarantee Mechanism (the SPV), a special purpose vehicle to manage a grant from Mitigation Action Facility. The SPV will operate within the Energy Efficiency ecosystem environment, mainly to provide guarantees to banks on loans being used to finance energy efficiency projects. The SPV targets existing and prospective Energy Service Companies (ESCOs) in the market. The SPV will support participating financial institutions, in extending loans to ESCOs engaging in Energy Efficiency activities requiring CAPEX investment. These loans will be secured by guarantees issued by the SPV, replacing collateral requirements and reducing credit risk for banks. The ESCOs, in turn, implement projects that procure and deploy energy-efficient equipment and technologies for their clients, yielding measured and verified able energy savings. Loan repayments to the bank are expected to be generated from these energy cost savings, thereby creating a self-sustaining financing loop. To ensure compliance with Mauritian law and international best practices, the UNEP CCC is seeking to engage a qualified Legal Expert to draft all necessary legal documents and agreements for the establishment and operation of the SPV and advise on related matters. The consultant will be required to (i) adapt a standard energy performance contract (EPC) template provided by the project to the Mauritian legal conditions, (ii) draft the constitutive documents for the SPV, (iii) vet all draft governance documents and operational manuals developed for the SPV (iv) draft management agreements between the SPV and participating stakeholders, (v) draft guarantee agreements between the SPV, banks and ESCOs, aligned with a standard energy performance contract (EPC), (vi) review and finalize all drafted documents ensuring they are legally binding and enforceable under Mauritian law. Objective: Ensure the effective establishment and operationalization of the SPV providing guarantees to banks for investments in energy efficiency by ESCOs. Output expectations: The final output is a collection of legal documents to constitute the SPV and ensure its effective operations with relevant stakeholders, in compliance with Mauritian law and international best practices. Performance indicators: a minimum of 4 legal documents ensuring the establishment and effective operations of the SPV with relevant stakeholders, in compliance with Mauritian law and international best practices. Output 1. Adaptation of a standard energy performance contract to the Mauritian legal context UNEP CCC, EEMO and CAM will select a service provider who can develop or provide an off-the-shelf standard energy performance contract (EPC) which ensure, inter alia, that the EPC is off-balance sheet (under IFRS16) treatment for the client, and the option of Step-in Parties e.g. in case of the ESCO is not able to deliver of the agreed service. The Legal Expert shall review and advice on changes to the standard contract, ensuring that it is aligned with and applicable to the Mauritian law and legal system, and references relevant Mauritian law appropriately where needed. The expert is also expected to propose relevant amendments to the EPC’s formulations accordingly. Output 2. Establishment of the SPV The Legal Expert shall support the project in the establishment of the SPV by drafting the necessary constitutive documents, the legal documents that establish and will govern the SPV. CAM, in consultation with EEMO and UNEP CCC will draft the governance documents for the SPV, defining the SPV’s structure, management and rules, for its operationalization. The Legal Expert shall review, advise, propose improvements and vet the draft governance documents and operational manual. Output 3 Management Agreement between SPV and CAM The Legal Expert shall support the project by developing comprehensive Management Agreements, including between the SPV and CAM, detailing the scope of services, compensation structure, including management fees, and reporting and accountability mechanisms to the Board of the SPV. among others. Output 4 Guarantee Agreements with Banks, ESCOs, SPV The Legal Expert shall draft the guarantee document governing the agreement between the SPV and ESCO and /or Banks, aligned with the adjusted standard EPC (Output 1). This EPC may shall be aligned to the interest of all parties. Output 5 Review, Finalization and sensitization The Legal Expert shall review all drafted documents with the Project Coordinator Team (comprising of members from EEMO, UNEP CCC and CAM) and finalize all legal documents for execution, ensuring they are legally binding and enforceable under Mauritian law. The Expert shall also ensure sensitization through the participation in a workshop together with the selected EPC service provider to present and train relevant stakeholders in the contract and its application. Output 1. Adaptation of a standard energy performance contract to the Mauritian legal context Activity 1.1. Review standard EPC contract Activity 1.2. Propose amendments to the contract to align with Mauritian law and legal system Activity 1.3. Consider and incorporate potential feedback from relevant stakeholders (Local banks, ESCOs, CAM, BOT Project Unit Deliverable: Standard ESCO contract adapted to the Mauritian legal context Output 2. Establishment of the SPV Activity 2.1 Draft the constitutive documents for the Energy Efficiency Guarantee Co (SPV), ensuring compliance with all relevant regulations. Activity 2.2 Vet all draft governance documents and manual related to the operations of the SPV Deliverable: Incorporation and constitutive documents for the SPV Output 3 Management Agreement between SPV and CAM Activity 3.1 Draft a comprehensive Management Agreement between the SPV and CAM Deliverable: Management Agreement between the SPV and CAM Output 4 Guarantee Agreements with Banks, ESCOs, SPV Activity 4.1 Draft guarantee agreement Deliverable: Agreement among the SPV and banks and ESCOs to be aligned with the EPC Output 5 Review, Finalization and sensitization Activity 5.1 Document review Activity 5.2 Finalization of all legal documents Activity 5.3 Workshop participation and stakeholder sensitization Deliverable: Final vetted legal documents Qualifications/special skillsAdvanced university degree (Master’s or equivalent) in Law, Maîtrise en Droit or equivalent education. A minimum of 10 years of experience in corporate law, financial services or related field in Mauritius. Proven experience in drafting legal documents for Special Purpose Vehicles, guarantee funds, or similar financial structures. Having dealt in energy related legal frameworks pertaining to Energy Efficiency in Mauritius or abroad would be an advantage. LanguagesFluency in English (spoken and written) is required Additional InformationNot available. No FeeTHE UNITED NATIONS DOES NOT CHARGE A FEE AT ANY STAGE OF THE RECRUITMENT PROCESS (APPLICATION, INTERVIEW MEETING, PROCESSING, OR TRAINING). THE UNITED NATIONS DOES NOT CONCERN ITSELF WITH INFORMATION ON APPLICANTS’ BANK ACCOUNTS.