Draft Concession Agreement

---
name: draft-concession-agreement-solar-bess-bot
task_id: energy-natural-resources/draft-concession-agreement
description: Guides drafting of a build-operate-transfer concession agreement for a renewable energy project by resolving cross-document conflicts, addressing project-risk allocation mechanisms, and flagging every drafting judgment that requires client or counterparty confirmation in a companion issues memo.
activates_for: [planner, solver, checker]
---

# Skill: Draft Build-Operate-Transfer Concession Agreement for Utility-Scale Renewable Energy Project

## 1. Subject-matter triage
- Draft the concession agreement first, then prepare any companion issues memo only after the agreement file exists and contains operative provisions.
- Treat the source pack as a hierarchy exercise: identify the governing document order, then draft consistently with the highest-priority source unless local counsel or mandatory law requires a different result.
- If the materials include multiple operative periods, pricing regimes, handover triggers, or commencement references, identify each one before drafting and choose the controlling version explicitly.
- If a term sheet, bid specification, feasibility study, risk memo, and local counsel guidance point in different directions, do not average them; resolve or isolate each point separately.

## 2. Failure modes the skill is correcting
- A complete-looking draft leaves internal conflicts unresolved instead of converting them into explicit drafting choices or confirmation items.
- Core BOT provisions are drafted in generic form and omit the project-specific risk allocation mechanisms needed for bankability and enforceability.
- Local-law requirements are mentioned but not integrated into the operative clauses, creating a mismatch between international finance expectations and jurisdictional compliance.
- Social and environmental commitments are stated aspirationally rather than as measurable covenant obligations tied to scope, timing, and implementation responsibility.
- Revenue mechanics after the initial offtake period are left silent, even though the concession term continues beyond that period.
- End-of-term handover and reserve mechanics are incomplete, making transfer obligations hard to price and monitor.
- Termination compensation is described conceptually without a clear order of payment or computation method.

## 3. Legal frameworks / domain conventions that apply
- BOT concession structure: the agreement should define grant, development, construction, operation, revenue entitlement, transfer, and reversion mechanics across the full concession term.
- Construction-to-operations transition: the drafting must specify financial close, construction milestones, tests for commercial operation, delay consequences, completion security, and acceptance conditions.
- Change in law risk: include a general laws provision plus a targeted protection for measures of general application that disproportionately burden the project or sector.
- Currency and payment risk: if project revenues and debt service are in different currencies, draft a currency-devaluation trigger and methodology that is objective and administrable.
- Revenue continuity: if the primary offtake ends before concession expiry, provide the fallback merchant or re-contracting regime and identify any grantor cooperation duty or tariff backstop.
- Social and environmental performance: convert project commitments into covenants with implementation steps, timing, reporting, remedy, and allocation of responsibility.
- Handover and restoration: require a reserve or funding mechanism that accumulates from a defined point in the concession and is tied to the expected condition at transfer.
- Termination economics: specify a compensation waterfall that addresses senior debt first and equity recovery next, using a defined calculation sequence.
- Local-law overlay: integrate any statutory, regulatory, land, grid, environmental, or concessioning requirement identified by local counsel, even if it differs from market-standard project finance drafting.

## 4. Analytical scaffolds
- Read every source document before drafting any clause; build a conflict log of inconsistencies, omissions, and drafting judgments.
- For each core clause, ask four questions in sequence: what does the controlling source say, what do the other sources say, what is the resolved drafting position, and what still needs client or counterparty confirmation.
- When more than one period, trigger, payment basis, or reference date exists, identify the full set first, then choose the operative one and state the reason in the draft or issues memo.
- For each legal rule or risk allocation choice, anchor the clause to a named authority, statutory provision, regulatory concept, or generally recognized project-finance practice.
- Draft the agreement so that every material risk bucket is addressed in operative language, not only in recitals or definitions.
- Preserve bankability by making milestone dates, cure rights, escalation paths, and compensation mechanics objective where the source materials permit.
- If a drafting choice depends on commercial intent rather than legal necessity, surface it as a confirmation item rather than embedding an assumed answer.

## 5. Vertical / structural / temporal relationships
- Align the agreement’s timeline from concession start through financial close, construction, commissioning, operations, interim revenue period if any, handover, and termination.
- Tie each obligation to the correct actor and phase: grantor, project company, contractor, operator, lender-facing covenant, or transfer obligation.
- Treat the handover reserve as a forward-looking funding stream linked to the end-of-term condition, not as a generic reserve bucket.
- Treat the revenue period after the initial offtake as a distinct phase with its own pricing or offtake logic, not as an implied continuation of the original regime.
- If commencement dates or term endpoints differ across source documents, select one reference point and explain the consequence for the rest of the timeline.
- If local counsel identifies a mandatory local sequence for approvals, perfection, or registrations, place it in the operative chronology rather than as a standalone note.

## 6. Output structure conventions
- Primary deliverable: a complete concession agreement draft in document form, with all core BOT provisions integrated into operative clauses and schedules as needed.
- Secondary deliverable: a companion issues memo that records every conflict, gap, and confirmation item, with the source documents involved, the drafting resolution, the rationale, and the requested decision.
- Use conventional transaction-document structure: parties, background, grant, term, conditions precedent, construction, testing, operation, revenue, change in law, currency protection, ESG, handover, termination, dispute resolution, boilerplate, and schedules.
- In the agreement, write operative language rather than narrative summaries; definitions should support the clauses and not replace them.
- In the issues memo, group items by topic and state for each: the conflict or gap, the chosen drafting position, the governing source or authority, the downstream consequence if left unresolved, and the confirmation needed.
- Before finishing, verify by name that the concession agreement file exists, is non-empty, and contains the operative clauses; do not rely on the memo as a substitute for the draft.