C-PACE PROGRAM GUIDELINES

Transcription

1 C-PACE PROGRAM GUIDELINES Version 4 Released: November 1, 2014 The Connecticut Green Bank 845 Brook Street Rocky Hill, CT Tel: (860)

2 TABLE OF CONTENTS OVERVIEW... 5 BENEFITS OF C-PACE... 6 STATUTORY REQUIREMENTS UNDER C-PACE... 8 THE CONNECTICUT GREEN BANK ELIGIBILITY AND FINANCIAL STANDARDS FOR C-PACE... 9 TECHNICAL STANDARDS OVERVIEW C-PACE APPLICATION SUBMISSION & REVIEW PROCESS ABOUT THE CONNECTICUT GREEN BANK Appendix A: C-PACE LEGISLATION Appendix B: THE CONNECTICUT GREEN BANK AND MUNICIPALITY AGREEMENT Section 1 - Definitions Section 2 - Obligations of the Green Bank Section 3 - Obligations of the Municipality Section 4 - Indemnification Section 5 - Term Section 6 - Default Section 7 - Miscellaneous Provisions EXHIBIT A EXHIBIT B Appendix C: REQUEST FOR LENDER CONSENT Appendix D: INITIAL APPLICATION FOR C-PACE I. C-PACE ELIGIBILITY II. PROPERTY INFORMATION III. PROJECT INFORMATION IV. DOCUMENTATION OF ABILITY TO MONETIZE FEDERAL TAX CREDITS ASSOCIATED WITH CLEAN ENERGY INSTALLATIONS V. FREEDOM OF INFORMATION ACT Appendix E: THE CONNECTICUT GREEN BANK FINANCING AGREEMENT BACKGROUND... 55

3 ARTICLE I - THE FINANCING ARTICLE II - BORROWER'S REPRESENTATIONS AND WARRANTIES ARTICLE III - DISBURSEMENTS OF BENEFIT ASSESSMENT ADVANCE ARTICLE IV - COVENANTS ARTICLE V- DEFAULT AND REMEDIES ARTICLE VI - MISCELLANEOUS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F EXHIBIT G EXHIBIT G EXHIBIT G EXHIBIT H EXHIBIT I EXHIBIT J EXHIBIT K EXHIBIT L EXHIBIT M Appendix F: TECHNICAL STANDARDS I - Overview II Candidate Project Evaluation and Review Process III - Setting the Energy Use Baseline IV -Energy Audit and Renewable Energy Feasibility Requirements V Eligible / Ineligible Measures VI - Performance Measurement & Verification of Energy Savings VII - Data Management, Program Information Management, Reporting and Analytics VIII - Project Application Checklist for Full Technical Review IX - Utility and Fuel Supplier Historical Usage and Project Data Information Release Form

4 Appendix G: APPLYING FOR C-PACE FINANCING FOR SOLAR PV SYSTEMS AND FUEL CELLS I - Solar PV Feasibility Study Requirements II - Solar PV Project Application Checklist for Technical Review III - Commissioning and Performance Verification Guidelines for Solar PV Systems IV - C-PACE Solar PV Savings-to-Investment Ratio (SIR) Calculation Guidelines V - Power Purchase Agreements & C-PACE VI - Solar Lease II Installer Process VII - Fuel Cell Feasibility Study Requirements Appendix H: C-PACE QUALIFIED CAPITAL PROVIDERS

5 OVERVIEW In 2012, Connecticut passed legislation that gives property owners access to a new form of financing for building energy upgrades (Appendix A). Commercial & Industrial Property Assessed Clean Energy (C-PACE), is a financing program that allows Connecticut building owners to access cleaner, cheaper, and more reliable energy. The Connecticut Green Bank, formerly known as the Clean Energy Finance and Investment Authority, was empowered by legislation to administer the program. C-PACE allows property owners to access financing to undertake qualifying energy efficiency and clean energy improvements on their buildings and repay the investment through an additional charge ( assessment ) on their property tax bill. Similar to a sewer assessment, capital provided under a C-PACE program is secured by a lien on the owner s property and paid back over time. Like other benefit assessments, C-PACE is a non-accelerating, senior lien secured by the property. The repayment obligation transfers automatically to the next owner if the property is sold and in the event of default, only the payments in arrears come due. This arrangement spreads the cost of clean energy improvements such as energy efficient boilers, upgraded insulation, new windows, or solar installations over the expected life of the measure. Because the payment is tied to the property tax bill, a secure payment stream, C-PACE projects are seen as less risky than typical loans, and low interest capital can be raised from the private sector with no government financing required. Benefit assessments are a safe and familiar tool which municipalities levy on real estate parcels to finance projects including street paving, water and sewer systems, and street lighting. C-PACE builds on a long history of using such benefit assessments and serves a public purpose through reducing energy costs, stimulating the economy, improving property valuation, reducing greenhouse gas emissions and creating jobs. C-PACE is a proven and effective tool to attract private capital into the clean energy and energy efficiency market. It is available to Commercial and Industrial properties, as well as to multifamily properties with five or more units. The following pages outline the Program Guidelines that will govern all program participants. 5

6 BENEFITS OF C-PACE C-PACE offers multiple benefits to a broad range of stakeholders building owners, municipalities, mortgage holders, lenders and energy efficiency/renewable energy contractors. For Building Owners: C-PACE helps minimize the up-front investment, installation, and performance risk of energy upgrades, while helping owners lower their operating costs, improve the value and market competitiveness of their asset, and comply with energy mandates. C-PACE does this in several ways: Many owners lack capital to do energy improvements. C-PACE provides up to 100% up-front, long-term financing to property owners for qualified energy upgrades. That means no money down. Audits, construction costs and M&V can be wrapped into C-PACE financing. Owners often want to sell the building before an energy upgrade loan is repaid. The C-PACE assessment obligation is attached to the property and transfers to the new owner. Payments do not accelerate in case of default. Many owners feel energy improvements do not yield an adequate return on investment. The C-PACE program requires that the energy savings from a project exceed the up-front investment, leading projects to be cash flow positive; financing is structured so that energy savings more than offset the additional C-PACE assessment. Deeper energy upgrades and savings are possible because the assessment is up to 20 years. Other owners are uncertain that energy savings will perform as advertised. C-PACE helps building owners understand their future energy savings by benchmarking a building s energy performance and tracking project savings in real-time, so owners can see whether energy savings meet projected targets. Owners need tenants to share in the costs of energy upgrades. As a benefit assessment repaid through the property tax bill, under typical leases, C-PACE payments as well as energy savings can be passed along to tenants. For Energy Auditors and Contractors: The biggest barrier to converting leads to deals for energy upgrades is the lack of access to up-front financing. C-PACE solves this. By allowing a property owner to access 100% up-front financing for up to 20 years, deeper energy efficiency and clean energy improvements are now affordable. The demand for building energy improvements will grow in Connecticut and jobs will be created. The Connecticut Green Bank also provides energy auditors and contractors access to training, market research, and marketing materials. For Municipalities: C-PACE is an economic development tool for municipalities. Energy upgrades create a more competitive environment for retaining and attracting new businesses by lowering energy costs. Energy upgrades also create jobs and reduce greenhouse gases and other pollutants. For Lenders: C-PACE has created a very secure, clean energy financing product for lenders. The security comes from its position as a tax lien on a property. The tax lien, like all public benefit assessments, sits in a senior position to other encumbrances on the property, including mortgage debt and liens other than municipal property tax liens. The repayment is also tied to property taxes, which are a very secure stream of payment. 6

7 Finally, state law requires C-PACE approved projects to be cash flow positive so energy savings must more than offset the C-PACE assessment. Connecticut streamlined the C-PACE program by establishing a single statewide C- PACE program administered by The Connecticut Green Bank. Connecticut s C-PACE maintains an open market approach to its C-PACE program, encouraging private capital to be the primary financier of these assessments and supporting building owners who wish to source their own C-PACE lender. Additionally, The Connecticut Green Bank currently has dedicated capital to invest in C-PACE projects through its own warehouse facility. At certain intervals through the year, The Connecticut Green Bank may sell-down its portfolio of C-PACE transactions to qualified capital provider(s) who desire to be the secondary financiers of these assessments. The sell-down process replenishes The Connecticut Green Bank s warehouse facility enabling a sustainable source of funding for C-PACE projects. For Mortgage Holders: The structure of C-PACE allows participating buildings to pay for improvements to their property out of the savings the project creates. Connecticut statutes require C-PACE approved projects to have a Savings to Investment Ratio greater than 1, meaning that projected lifetime savings from the energy measures must exceed the total investment over the full term of the C-PACE assessment. The building sees increased NOI, an immediate return on investment, and becomes more attractive to current and potential tenants and future buyers. In the case of a default, only the assessments in arrears are due; the balance stays with the property. The Connecticut Green Bank has also instituted technical underwriting standards for C-PACE that provide a robust framework for measuring and verifying energy savings estimates (Appendix F). Finally, Connecticut statutes require that property owners receive the written consent of their existing mortgage holder before being eligible for C-PACE financing (Appendix C). Mortgage lenders will be at the table helping to determine whether a property can undertake this voluntary assessment. The Connecticut Green Bank also has financial underwriting criteria that must be met for a project to receive C-PACE financing from The Connecticut Green Bank s warehouse facility, including a requirement that the building s total loan to value ratio not exceed 80% and the building s debt service coverage ratio, inclusive of the C-PACE assessment be at least 1.25x. These standards and relevant exceptions are described in detail in Section 4 of this document CONNECTICUT GREEN BANK ELIGIBILITY AND FINANCIAL STANDARDS FOR C-PACE. 7

8 STATUTORY REQUIREMENTS UNDER C-PACE C-PACE was established through Public Act 12-2 (PA 12-2) on June 15, 2012 (Appendix A). There are four major features of the C-PACE legislation that govern the program. 1. Mortgage Lender Consent The Connecticut Green Bank s C-PACE program requires that the property owner receive consent of the mortgage holder before they can obtain financing. There are many benefits for a mortgage holder to consent to a C-PACE assessment obtaining a senior position to their mortgage (See Section 2). 2. Building Eligibility Connecticut s C-PACE program offers financing to commercial, industrial, and multi-family property owners (defined as containing five or more dwelling units). Non-profit buildings with a property tax ID number may be eligible in certain cases where a participating municipality issues that non-profit entity a property tax bill. 3. Project Eligibility Upgrades eligible for financing must meet three requirements: They must lower the energy consumption of the building or enable the building to produce clean energy. They must be permanently affixed to the property; with the exception of district heating and cooling systems and microgrids. All energy measures together must meet a Savings to Investment Ratio of greater than 1, meaning that projected lifetime savings from the energy measures must exceed the total investment over the full term of the C-PACE assessment. This calculation is done by The Connecticut Green Bank s Technical Administrator. See Appendix F: Technical Standards for details. 4. Statewide Program Municipalities Opt in C-PACE is a statewide program administered by The Connecticut Green Bank. Municipalities interested in extending this type of financing to their property owners must opt-in to the statewide program by passing a resolution through their legislative body and entering into a Legal Agreement with The Connecticut Green Bank (Appendix B). 8

9 THE CONNECTICUT GREEN BANK ELIGIBILITY AND FINANCIAL STANDARDS FOR C-PACE In order to be eligible for C-PACE financing, the property seeking financing must meet the following requirements: 1. A property must be located within the boundaries of a municipality that has adopted a resolution supporting the C-PACE program and signed a legal agreement with The Connecticut Green Bank. 2. The applicant must provide evidence that it is the legal owner of the property, and all the legal owners of such property agree to participate. 3. The property must be a nonresidential property. Multifamily properties containing five dwelling units or more are eligible. 4. The property must have a property tax identification number. For building owners who are exempt from property tax liability, the municipality must agree to issue a property tax ID for collection purposes. 5. The property owner must provide evidence that the mortgage holder (or holders) on the property consents to the C-PACE assessment. 6. The property must be current on property tax and assessment payments. 7. The property owner must not be in foreclosure, not have any involuntary liens, defaults, or judgments applicable to the subject property. A property owner may be able to participate if the owner can demonstrate an acceptable reason for the lien, default, or judgment and provide supporting documentation. 8. An energy audit or feasibility study must be completed. 9. A project must have a Savings to Investment Ratio greater than one, meaning that cumulative lifetime projected annual savings exceed cumulative annual debt service. A complete technical review of the proposed C-PACE project will be undertaken by The Connecticut Green Bank s Technical Administrator to confirm the accuracy of the estimated projected savings and the computation of this ratio. 10. The term of the C-PACE assessment must not exceed the weighted average expected useful life of the measures as determined by The Connecticut Green Bank s Technical Administrator. 11. Absent special circumstances, maximum total property debt, including the C-PACE assessment, must not exceed 80% of the property s value, as currently appraised or assessed. The value of the C-PACE-financed improvements can be included in the determination of property value for 9

10 these purposes (a recent appraisal is required and in some cases this appraisal might be required on an as complete basis). 12. The measures proposed for the project must be permanently fixed to the property (i.e. the C- PACE improvements cannot be removed from the property in the event of a change of ownership), or associated with a district heating or cooling system or microgrids. Examples of permanently fixed improvements include, but are not limited to upgraded insulation, energy efficient heating equipment, solar photovoltaic (PV) rooftop systems (including systems owned by third parties and subject to a lease or PPA of not less than 15 years), fuel cells, and natural gas piping installed underneath the property owner s land. Additionally, The Connecticut Green Bank has financial underwriting requirements for projects financed or supported with The Connecticut Green Bank capital: 1. There must be no unresolved payment issues concerning debts to or guaranteed by The Connecticut Green Bank or any other third parties. For the purpose of these standards, material means the greater of (a) 10% of the proposed C-PACE financing or (b) $50, Total debt, including the C-PACE assessment, does not exceed 80% of the property s value. This can utilize or may require an as-complete appraisal, which can be wrapped into the overall C- PACE assessment amount. 3. Absent special circumstances, including but not limited to a property unencumbered by a mortgage or other compelling economic or financial conditions, The Connecticut Green Bank exposure must not exceed 35% of the value of the property, after giving consideration to the value increment that may be afforded by the enhancements to the property being financed. The C-PACE assessment may exceed 35% of the property s value if at least three of the following eight conditions are met: i. Cash flow conditions 1. A long-term revenue contract with investment grade counterparty is in place 2. The savings to investment ratio of the project is greater than or equal to 1.25x 3. The debt service coverage ratio of the project is greater than or equal to 1.75x ii. Asset conditions 1. The total liabilities to tangible net worth ratio of the project is less than or equal to 1.5x 10

11 2. The building has been owner occupied for 10 years or more iii. Project conditions 1. The owner provides an equity contribution greater than or equal to 15% of total project costs 2. There is a savings or production guarantee; third-party performance insurance, or agreement with a national ESCO in place 3. The term of the C-PACE assessment is 10 years or less 4. Applicant financial performance should meet the following criteria, as applicable: a. Positive operating profit and net income in each of last 2 fiscal years b. Positive cash from operations in each of last 2 fiscal years c. EBITDA/debt service (including the proposed C-PACE assessment after considering savings that are expected to result from the financing) of at least 1.25x for last fiscal year d. Current ratio of at least 1.25:1.00 e. Total Liabilities / Tangible Net Worth not in excess of 2.00:1.00 (single or special purpose entities holding only real estate investments should generally be limited to 4.00:1.00) f. Interim statements disclose no material adverse change in financial condition 5. Boiler Lite and Solar Lite projects may undergo an accelerated underwriting process if they meet the following criteria: a. Lien-to-Value 20% b. Total Project Size $300,000 c. SIR 1.0 d. Current on mortgage and taxes Most recent two years of financials show no adverse condition (at finance team s discretion) In conducting its financial underwriting of potential C-PACE projects, The Connecticut Green Bank will consider the property s financial strength in a holistic and comprehensive fashion. For properties where a given underwriting criterion is not met, The Connecticut Green Bank may still approve the property for C-PACE financing if the property shows sufficient strength with regard other required metrics. All C-PACE applicants must fill out a financial application, which can be found in the Initial Application (Appendix D). 11

12 TECHNICAL STANDARDS OVERVIEW The C-PACE Technical Administrator is responsible for ensuring that all C-PACE applications meet the statutory requirements for project eligibility. Therein, the Technical Administrator has drafted Technical Standards to qualify eligible energy upgrades. The following provides a summary of the technical review process. Please refer to the full C-PACE Technical Standards (Appendix F) for a full description of audit requirements, technical review methodology and standards, eligible and ineligible measures, and energy savings insurance information. 1. Defining a Scope of Work Building owners should work with a qualified energy auditor and/or contractor with demonstrated experience to define a scope of work for saving energy in their building. This scope can range from installation of a single energy conservation measure (ECM), such as a new high efficiency boiler or a renewable energy system, to a whole building energy upgrade involving multiple, interactive ECMs. A general list of eligible ECMs and their typical energy saving characteristics can be found in the full Technical Standards document (Appendix F). 2. C-PACE Application Requirements The summary of this scope of work is submitted in an initial application to The Connecticut Green Bank (Appendix D). This summary includes: A brief description of the contemplated ECMs Estimated energy savings Estimated project cost Recent energy audit or renewable energy feasibility study, if available Upon receipt of an initial application and confirmation of the property s eligibility, The Connecticut Green Bank will then ask qualified applicants to submit a full application. The following applicants will go through a Fast Track Review: Boiler Lite and Solar Lite applications Applicants proposing a project with a targeted ECM (such as a solar PV installation or a lighting project or replacement of an old inefficient boiler) Applicants that are already approved to receive Connecticut Energy Efficiency Fund incentives through the Connecticut utilities All other applicants will undergo a Full Assessment review. All Full Assessment applications must be prepared and submitted by an energy engineer or by a team including an energy engineer. An energy engineer is defined as a professional holding a Certified Energy Manager of Certified Energy Auditor accreditation, a Professional Engineer with demonstrated relevant energy experience, or a contractor with relevant demonstrated experience as determined by the C-PACE Technical Administrator. Full Assessment applications require the applicant to conduct an energy audit. For all projects involving the installation of ECMs, depending on project 12

13 type and size, the energy audit may range from a simple walkthrough of the building to an investment grade audit. 1 The Connecticut Green Bank will determine the minimum required audit consistent with the C-PACE program technical standards. The audit will identify the representative baseline energy use, identify and recommend ECMs, estimate the useful life of each ECM, determine total project capital cost and the expected energy savings that can be confidently achieved, evaluate key financial metrics, and provide an energy savings commissioning/measurement and verification plan. All projects involving a renewable energy system will be required to complete a Renewable Energy Feasibility Study (Appendix G). When an audit and/or renewable energy feasibility study has been completed, the applicant will be able to complete an Excel-based form, furnished by the Technical Administrator, which accepts information on: Building occupancy Building utility cost and consumption Energy conservation measures (ECMs) o Name/Description o Start (installation) and completion date o Effective useful life (EUL) o Estimated implementation cost o Estimated annual savings o Electricity demand and consumption impact (existing & proposed per unit) o Fuel consumption impact (existing & proposed per unit) o Water consumption impact (existing & proposed per unit) o Renewable energy produced (if applicable) o Rebates/incentives (if known) o Tax incentives/credits (if known) The data in this form, along with all other supporting project documents (e.g. the audit, manufacturers cut sheets, or building modeling results) will be entered into a web-based C-PACE Data Management Platform (CDMP). This database supports the technical and financial underwriting process required to meet the reporting requirements of the multiple interdependent stakeholders, including but not limited to The Connecticut Green Bank management, lenders, building owners/managers and/or insurers. 3. Technical Review Once project data is entered into the CDMP, the Technical Administrator may then initiate the Technical Review process, the purpose of which is to confirm the project costs and estimates of energy savings. The Technical Administrator will also confirm the savings to investment ratio on the project and verify that it is greater than 1. In addition, the methodology for tracking energy savings over the financing term will be reviewed, thereby verifying for project stakeholders the extent to which projected energy savings are being achieved on-going. 1 Connecticut utilities may provide what can be considered an ASHRAE Level I audit at no cost to applicants. The Connecticut Green Bank can provide applicants referral to qualified energy auditors to do higher level audits, the costs of which may be included in C-PACE financing. 13

14 Technical Review consists of three tasks: 1) establish the building s current energy consumption baseline, 2) provide third-party technical review of the project including confirmation of the projected energy savings and 3) track actual energy savings after project completion in accordance with the M&V plan. The first two tasks are necessary to determine the savings to investment ratio on the project and verify that it is greater than 1. The third task verifies for project stakeholders the extent to which projected energy savings are being achieved ongoing. The Technical Administrator has developed a methodology for this technical review process, which relies upon three established industry protocols: Baseline Energy Use: ASTM E , Building Energy Performance Assessment (BEPA) Standard directed at data collection and baseline calculations for the energy audit; ECM & Energy Savings: ASHRAE Level I, Level II and Level III Energy Audit Guidelines Measurement and Verification: International Performance Measurement and Verification Protocol (IPMVP) for measurement and verification of the energy savings. The Technical Administrator will qualify the proposed ECMs and confirm the projected energy savings in accordance with to these standards and, in conjunction with the applicant, will confirm a baseline financing scenario that meets the Savings to Investment Ratio >1 criteria. 4. Measurement & Verification To ensure the success of the C-PACE program, data needs to be uniformly collected over the full life cycle of a project, from initial building screening, through energy auditing, project development, project implementation and post-implementation energy savings measurement and verification. Real energy consumption data for a project must be tracked in the CDMP over an agreed upon term of the C-PACE assessment as a minimum M&V requirement. 14

15 CDMP SAMPLE: PROJECT ENERGY SAVINGS SCENARIOS The CDMP will also have report generation and analytics capabilities across the project life cycle to keep The Connecticut Green Bank management informed and to support as necessary the technical and financial underwriting process needed to meet the reporting requirements of the multiple interdependent stakeholders. For any project, the property owner, the contractor, the lender, the mortgage holder, and The Connecticut Green Bank will have access to the CDMP. 15

16 C-PACE APPLICATION SUBMISSION & REVIEW PROCESS The process for a property owner to access C-PACE financing is summarized below. All time estimates are approximate and dependent on the timeliness with which information is provided to The Connecticut Green Bank. 1. Initial Application An interested property owner, contractor, consultant, or ESCO submits an initial application on the C-PACE website: The Connecticut Green Bank reviews initial application. Applicants receive a response within 1 week to identify missing information and to confirm that the property is eligible for C- PACE. Applicant is responsible for providing all information and documentation required in the initial application. At this time, The Connecticut Green Bank coordinates with the appropriate utility representative to ensure the applicant is on track to take advantage of CEEF incentives. Total Time: 1 week dependent on applicant providing complete initial application. 2. Full Application: Financial & Technical Review If The Connecticut Green Bank s review of the initial application suggests that the property is qualified, applicants are then invited to submit a full application. At this time, The Connecticut Green Bank staff will put the contractor on the project in touch with the Technical Administrator to begin reviewing the energy conservation measures proposed. While the Technical Administrator works with the contractor to determine the eligibility of the project, The Connecticut Green Bank staff will work with the building owner to conduct a financial review. Total Time: 2 weeks for Fast Track applications. 3 weeks for Full Assessment applications. Dependent on applicant providing complete and accurate information. 3. Mortgage Holder Consent Applications approved under C-PACE technical review are presented to the owner and mortgage lender. The Connecticut Green Bank staff works with the building owner to engage the mortgage lender and notify them that their consent will be needed. Total Time: Dependent on Mortgage Lender. 16

17 4. The Connecticut Green Bank Approval The Connecticut Green Bank will bring the transaction to the relevant committee of its Board of Directors for approval. Final approval requires: (1.) verification from the technical review team that the technical underwriting criteria has been met; (2.) verification from The Connecticut Green Bank staff that the financial underwriting criteria has been met, including mortgage lender consent, if applicable. Total Time: The Connecticut Green Bank Board of Directors and Committees meets each month. Projects under $300,000 are reviewed internally and approved on a rolling basis. 5. Financing Agreement Between Borrower and The Connecticut Green Bank Based upon The Connecticut Green Bank Board of Directors approval and mortgage lender consent, The Connecticut Green Bank will work with the Borrower to close the transaction. See Appendix E for a Model Financing Agreement. Please note that a Service Contract between Borrower and Contractor is required for closing. Please note that a signed Lender Consent form is required for closing if there is an existing mortgage on the property. The term of the C-PACE financing cannot exceed the useful life of the energy measures installed under the program. The Connecticut Green Bank has established program interest rates for C-PACE projects that The Connecticut Green Bank finances using its warehouse facility. Rates are subject to change at any time at The Connecticut Green Bank s discretion and may vary dependent upon the project scope and the underlying asset. The Connecticut Green Bank also charges a closing fee to offset program administration costs. That fee is a percentage of the total amount financed and will be able to be financed over the term of the financing. Interest rates are currently set at: 5% for 10 years 5.5% for 15 years 6% for 20 years Interest rates can change with the market and will be priced at the time of approval of each C-PACE project. The interest rate for a 20-year C-PACE transaction using The Connecticut Green Bank warehouse facility is set at 300 basis points (bps) over 20-year mortgage-style amortizing Libor, and steps down by 10 bps for each one year interval (i.e. a 19-year obligation would be priced at a spread of 290 bps, an 18-year obligation would be priced at a spread of 280 bps, etc.). The C-PACE obligation is a fixed obligation, locked only upon signing of the financing agreement with The Connecticut Green Bank. If the underlying base rate increases or decreases by 25 bps or more from the date financing is approved until the date the financing agreement is signed, The Connecticut Green Bank reserves the right to change the posted rate for all projects that have yet to sign a financing agreement. 17

18 Closing fees are as follows: C-PACE Finance Amount C-PACE Closing Fee $0 - $500, % $500,000 - $1,000,000 $15, % of amount over $500,000 Over $1,000,000 $27, % of amount over $1,000,000 Closing fees will not exceed $50,000 per project. Boiler and Solar Lite projects will incur a flat fee of $1,500. For C-PACE applications completed after January 1, 2015, prepayment penalties will be incorporated as a standard term of C-PACE financing. As outlined below, prepayment penalties will be no more than 3% of outstanding principal, declining by 100 basis points on each 5-year anniversary of the project s final disbursement date. Applications are considered complete when the full application, e.g. complete financials have been submitted to the Green Bank, and all project data, including supporting documentation, has been uploaded to the C-PACE Data Management Platform. Prepayment penalties apply as follows: Time since closing Penalty (% of outstanding principal balance) 0-60 months 3% months 2% months 1% More than 180 months 0% Total Time: 2 weeks. Dependent on Property Owner submitting complete documentation. 6. Release of Funds Upon closing The Connecticut Green Bank will provide to the tax collector in the relevant municipality necessary documentation to file the lien to secure the repayment. The Borrower is able to draw upon funds based upon a pre-determined Service Contract with their contractor by contacting The Connecticut Green Bank. See Financing Agreement (Appendix E) for more information on drawing funds. Total Time: 3 days. Dependent on Property Owner submitting complete disbursement requests. 7. Assessment, Repayment, and Measurement & Verification Over the term of the assessment, the property owner will submit payments, accounting for both principal and interest, through their property tax bill. The municipality will then remit the C-PACE portion of the property tax to The Connecticut Green Bank. Measurement & Verification (M&V) term and reporting frequency shall be determined by the project stakeholders based on the type and complexity of the installed measures. 18

19 * Building owners are free to select their own capital providers and not utilize The Connecticut Green Bank funding. Interest rate and term are negotiated between the owner and lender. The term may not exceed the effective useful life (EUL) of the proposed energy measures (See Section 5 for details). 19

20 PROCESS FLOW OVERVIEW The Connecticut Green Bank: APPLICANT: Reviews applicant eligibility Notifies utility for coordination Invites applicants to submit full application Initial Application Submits initial application to Conducts technical review Provides technical project approval Conducts financial review Technical and Financial Review Contractor submits full application to Technical Administrator Provides Technical Report and Lender Consent Form to property owner for mortgage lender consent Mortgage Lender Consent Requests mortgage lender consent for C-PACE transaction Submits project to The Connecticut Green Bank Board of Directors for approval Financing Agreement btwn Borrower and CEFIA Signs Service Contract with Contractor Signs Financing Agreement with Connecticut Green Bank Provides notice to town Tax Collector to file Lien Provides funds to Borrower Release of Funds Provides project verification documents to Green Bank Receives funds and pays contractor Verifies project completion Alerts Tax Collector to commence billing Assessment, Repayment, & M&V Submits payments to Town Tax Collector Conducts M&V per agreement in full application 20

21 ABOUT THE CONNECTICUT GREEN BANK The Connecticut Green Bank was created by the Connecticut General Assembly in It is the successor organization to the Connecticut Clean Energy Fund. The Connecticut Green Bank s mission is to promote, develop and invest in clean energy and energy efficiency projects in order to strengthen Connecticut s economy, protect community health, improve the environment, and promote a secure energy supply for the state. The Connecticut Green Bank is governed by an 11-member board of directors appointed by the governor and the leadership of the State Legislature. As the nation s first full-scale clean energy finance authority, The Connecticut Green Bank will leverage public and private funds to drive investment and scale up clean energy deployment in Connecticut. For more information on The Connecticut Green Bank, please visit Contact Information Visit our website at or Jessica Bailey, Director of Commercial and Industrial Programs Jessica.Bailey@ctcleanenergy.com (860)

22 Appendix A: C-PACE LEGISLATION Connecticut General Statutes Section 16a-40g. Commercial sustainable energy program. (a) As used in this section: (1) "Energy improvements" means (A) participation in a district heating and cooling system by qualifying commercial real property, (B) participation in a microgrid, as defined in section y, including any related infrastructure for such microgrid, by qualifying commercial real property, provided such microgrid and any related infrastructure incorporate clean energy, as defined in section n, (C) any renovation or retrofitting of qualifying commercial real property to reduce energy consumption, (D) installation of a renewable energy system to service qualifying commercial real property, or (E) installation of a solar thermal or geothermal system to service qualifying commercial real property, provided such renovation, retrofit or installation described in subparagraph (C), (D) or (E) of this subdivision is permanently fixed to such qualifying commercial real property; (2) "District heating and cooling system" means a local system consisting of a pipeline or network providing hot water, chilled water or steam from one or more sources to multiple buildings; (3) "Qualifying commercial real property" means any commercial or industrial property, regardless of ownership, that meets the qualifications established for the commercial sustainable energy program; (4) "Commercial or industrial property" means any real property other than a residential dwelling containing less than five dwelling units; (5) "Benefited property owner" means an owner of qualifying commercial real property who desires to install energy improvements and provides free and willing consent to the benefit assessment against the qualifying commercial real property; (6) "Commercial sustainable energy program" means a program that facilitates energy improvements and utilizes the benefit assessments authorized by this section as security for the financing of the energy improvements; (7) "Municipality" means a municipality, as defined in section 7-369; (8) "Benefit assessment" means the assessment authorized by this section; (9) "Participating municipality" means a municipality that has entered into a written agreement, as approved by its legislative body, with the authority pursuant to which the municipality has agreed to assess, collect, remit and assign, benefit assessments to the authority in return for energy improvements for benefited property owners within such municipality and costs reasonably incurred in performing such duties; and (10) "Bank" means the Connecticut The Connecticut Green Bank. (b) (1) The bank shall establish a commercial sustainable energy program in the state, and in furtherance thereof, is authorized to make appropriations for and issue bonds, notes or other obligations for the purpose of financing, (A) energy improvements; (B) related energy audits; (C) renewable energy system feasibility studies; and (D) verification reports of the installation and effectiveness of such improvements. The bonds, notes or other obligations shall be 22

23 issued in accordance with legislation authorizing the bank to issue bonds, notes or other obligations generally. Such bonds, notes or other obligations may be secured as to both principal and interest by a pledge of revenues to be derived from the commercial sustainable energy program, including revenues from benefit assessments on qualifying commercial real property, as authorized in this section. (2) When the bank has made appropriations for energy improvements for qualifying commercial real property or other costs of the commercial sustainable energy program, including interest costs and other costs related to the issuance of bonds, notes or other obligations to finance the appropriation, the bank may require the participating municipality in which the qualifying commercial real property is located to levy a benefit assessment against the qualifying commercial real property especially benefited thereby. (3) The bank (A) shall develop program guidelines governing the terms and conditions under which state financing may be made available to the commercial sustainable energy program, including, in consultation with representatives from the banking industry, municipalities and property owners, developing the parameters for consent by existing mortgage holders and may serve as an aggregating entity for the purpose of securing state or private third-party financing for energy improvements pursuant to this section, (B) shall establish the position of commercial sustainable energy program liaison within the bank, (C) shall establish a loan loss reserve or other credit enhancement program for qualifying commercial real property, (D) may use the services of one or more private, public or quasi-public thirdparty administrators to administer, provide support or obtain financing for the commercial sustainable energy program, and (E) shall adopt standards to ensure that the energy cost savings of the energy improvements over the useful life of such improvements exceed the costs of such improvements. (c) Before establishing a commercial sustainable energy program under this section, the bank shall provide notice to the electric distribution company, as defined in section 16-1, that services the participating municipality. (d) If a benefited property owner requests financing from the bank for energy improvements under this section, the bank shall: (1) Require performance of an energy audit or renewable energy system feasibility analysis on the qualifying commercial real property that assesses the expected energy cost savings of the energy improvements over the useful life of such improvements before approving such financing; (2) If financing is approved, require the participating municipality to levy a benefit assessment on the qualifying commercial real property with the property owner in a principal amount sufficient to pay the costs of the energy improvements and any associated costs the bank determines will benefit the qualifying commercial real property; (3) Impose requirements and criteria to ensure that the proposed energy improvements are consistent with the purpose of the commercial sustainable energy program; (4) Impose requirements and conditions on the financing to ensure timely repayment, including, but not limited to, procedures for placing a lien on a property as security for the repayment of the benefit assessment; and (5) Require that the property owner provide written notice, not less than thirty days prior to the recording of any lien securing a benefit assessment for energy improvements for such property, to any existing mortgage holder of such property, of the property owner's intent to finance such energy improvements pursuant to this section. (e) (1) The bank may enter into a financing agreement with the property owner of qualifying commercial real property. After such agreement is entered into, and upon notice from the bank, the participating municipality shall 23

24 (A) place a caveat on the land records indicating that a benefit assessment and lien is anticipated upon completion of energy improvements for such property, or (B) at the direction of the bank, levy the benefit assessment and file a lien on the land records based on the estimated costs of the energy improvements prior to the completion or upon the completion of said improvements. (2) The bank shall disclose to the property owner the costs and risks associated with participating in the commercial sustainable energy program established by this section, including risks related to the failure of the property owner to pay the benefit assessment. The bank shall disclose to the property owner the effective interest rate of the benefit assessment, including fees charged by the bank to administer the program, and the risks associated with variable interest rate financing. The bank shall notify the property owner that such owner may rescind any financing agreement entered into pursuant to this section not later than three business days after such agreement. (f) The bank shall set a fixed or variable rate of interest for the repayment of the benefit assessment amount at the time the benefit assessment is made. Such interest rate, as may be supplemented with state or federal funding as may become available, shall be sufficient to pay the financing and administrative costs of the commercial sustainable energy program, including delinquencies. (g) Benefit assessments levied pursuant to this section and the interest, fees and any penalties thereon shall constitute a lien against the qualifying commercial real property on which they are made until they are paid. Such lien, or if the financing agreement provides that the benefit assessments shall be paid in installments then each installment payment, shall be collected in the same manner as the property taxes of the participating municipality on real property, including, in the event of default or delinquency, with respect to any penalties, fees and remedies. Each such lien may be recorded and released in the manner provided for property tax liens, and, subject to the consent of existing mortgage holders, and shall take precedence over all other liens or encumbrances except a lien for taxes of the municipality on real property, which lien for taxes shall have priority over such benefit assessment lien. To the extent benefit assessments are paid in installments and any such installment is not paid when due, the benefit assessment lien may be foreclosed to the extent of any unpaid installment payments and any penalties, interest and fees related thereto. In the event such benefit assessment lien is foreclosed, such benefit assessment lien shall survive the judgment of foreclosure to the extent of any unpaid installment payments of the benefit assessment secured by such benefit assessment lien that were not the subject of such judgment. (h) Any participating municipality may assign to the bank any and all liens filed by the tax collector, as provided in the written agreement between the participating municipality and the bank. The bank may sell or assign, for consideration, any and all liens received from the participating municipality. The consideration received by the bank shall be negotiated between the bank and the assignee. The assignee or assignees of such liens shall have and possess the same powers and rights at law or in equity as the bank and the participating municipality and its tax collector would have had if the lien had not been assigned with regard to the precedence and priority of such lien, the accrual of interest and the fees and expenses of collection. The assignee shall have the same rights to enforce such liens as any private party holding a lien on real property, including, but not limited to, foreclosure and a suit on the debt. Costs and reasonable attorneys' fees incurred by the assignee as a result of any foreclosure action or other legal proceeding brought pursuant to this section and directly related to the proceeding shall be taxed in any such proceeding against each person having title to any property subject to the proceedings. Such costs and fees may be collected by the assignee at any time after demand for payment has been made by the assignee. 24

25 Appendix B: THE CONNECTICUT GREEN BANK AND MUNICIPALITY AGREEMENT COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ( C-PACE ) AGREEMENT THIS AGREEMENT is made and entered into as of the day of, 2014, by and between [TOWN NAME], CONNECTICUT, a municipal corporation organized and existing under the laws of the State of Connecticut (the Municipality ), and the CONNECTICUT GREEN BANK, a quasi-public agency of the State of Connecticut, having its business address at 845 Brook Street, Rocky Hill, Connecticut (the Green Bank ). RECITALS WHEREAS, Commercial Property Assessed Clean Energy ( C-PACE ) is a program to facilitate loan financing for clean energy improvements to commercial properties by utilizing a state or local assessment mechanism to provide security for repayment of the loans. WHEREAS, section 16a-40g, as amended, of the Connecticut General Statutes (the Act ) established the C-PACE program in Connecticut. WHEREAS, subsection (b)(1) of the Act directs the Green Bank to establish a commercial sustainable energy program, and authorized the Green Bank to make appropriations for and issue bonds, notes or other obligations to finance the program costs. A commercial sustainable energy program is a program that facilitates energy improvements to commercial or industrial property and utilizes municipal benefit assessments authorized by the Act as security for financing the energy improvements. WHEREAS, to secure financing for the program, the Green Bank and the Municipality are authorized to enter into a written agreement, as approved by the Municipality s legislative body, pursuant to which the Municipality has agreed to assess, collect, remit and assign, benefit assessments to the Green Bank in return for energy improvements for benefited property owners within the Municipality and for costs reasonably incurred by the Municipality in performing such duties. WHEREAS, this Agreement constitutes the written agreement authorized by the Act. NOW THEREFORE, for and in consideration of the mutual covenants and agreements set forth herein and in order to effectuate the purposes of the Act, it is hereby agreed as follows: Section 1 - Definitions. (a) "Energy improvements" means (A) participation in a district heating and cooling system by qualifying commercial real property, (B) participation in a microgrid, as defined in section y, including any related infrastructure for such microgrid, by qualifying commercial real property, provided such microgrid and any related infrastructure incorporate clean energy, as defined in section n, as amended by this act, (C) any renovation or retrofitting of qualifying commercial real property to reduce 25

26 energy consumption, (D) installation of a renewable energy system to service qualifying commercial real property, or (E) installation of a solar thermal or geothermal system to service qualifying commercial real property, provided such renovation, retrofit or installation described in subparagraph (C), (D) or (E) of this subdivision is permanently fixed to such qualifying commercial real property. (b) (c) (d) (e) (f) (g) "District heating and cooling system" means a local system consisting of a pipeline or network providing hot water, chilled water or steam from one or more sources to multiple buildings. Qualifying commercial real property means any commercial or industrial property, regardless of ownership, that meets the qualifications established for the commercial sustainable energy program. Commercial or industrial property means any real property other than a residential dwelling containing less than five dwelling units. Benefited property owner means an owner of qualifying commercial real property who desires to install energy improvements and provides free and willing consent to the benefit assessment against the qualifying commercial real property. Commercial sustainable energy program means a program that facilitates energy improvements and utilizes the benefit assessments authorized by this Agreement as security for the financing of the energy improvements. Benefit assessment means the assessment authorized by the Act. Section 2 - Obligations of the Green Bank. (a) Program Requirements. Pursuant to the Act, the Green Bank: (1) Shall develop program guidelines governing the terms and conditions under which state financing may be made available to the commercial sustainable energy program, including, in consultation with representatives from the banking industry, municipalities and property owners, developing the parameters for consent by existing mortgage holders and may serve as an aggregating entity for the purpose of securing state or private third-party financing for energy improvements pursuant to the Act; (2) Shall receive and review applications submitted by benefitted property owners within the Municipality for financing of energy improvements, and approve or disapprove such applications in accordance with underwriting procedures and requirements established by the Green Bank; (3) Shall prepare and deliver to the Municipality an annual report which shall contain information related to each qualifying commercial real property within the Municipality, including: i. A list of each qualifying commercial real property for which the benefitted property owner executed a financing agreement during the prior year; 26

27 ii. iii. iv. A list of each qualifying commercial real property where all obligations under the financing agreement have been satisfied or paid in full during the prior year, including the satisfaction date and a copy of the notice of satisfaction; The total benefit assessment payments made to the Green Bank in respect of all qualifying commercial real properties; and For each non-satisfied (not paid in full) benefit assessment (including each benefit assessment approved in the prior year): A. The date of the financing agreement; B. The outstanding amount of the financing; C. The total principal balance and accrued interest outstanding; and D. The annual payment(s) due to the Green Bank (which shall include principal and accrued interest) associated with such benefit assessment (including the amount of accrued interest on the initial payment, if different). (4) Shall establish the position of commercial sustainable energy program liaison within the Green Bank; (5) Shall establish a loan loss reserve or other credit enhancement program for qualifying commercial real property; (6) May use the services of one or more private, public or quasi-public third-party administrators to administer, provide support or obtain financing for the commercial sustainable energy program; and (7) Shall adopt standards to ensure that the energy cost savings of the energy improvements over the useful life of such improvements exceed the costs of such improvements. (b) Project Requirements. If a benefitted property owner requests financing from the Green Bank for energy improvements under the Act, the Green Bank shall: (1) Require performance of an energy audit or renewable energy system feasibility analysis on the qualifying commercial real property that assesses the expected energy cost savings of the energy improvements over the useful life of such improvements before approving such financing; (2) Impose requirements and criteria to ensure that the proposed energy improvements are consistent with the purpose of the commercial sustainable energy program; and (3) Require that the property owner obtain the consent of any existing mortgage holder of such property, prior to the execution of the financing agreement or the recording of any lien securing a benefit assessment for energy improvements for such property, to have a Benefit Assessment Lien levied on the property to finance such energy improvements pursuant to the Act. (c) Financing Agreement for Project. The Green Bank may enter into a financing agreement with the property owner of qualifying commercial real property (the Financing Agreement ). The Financing Agreement shall clearly state the estimated benefit assessment that will be levied against the qualifying 27

28 commercial real property. The Green Bank shall disclose to the property owner the costs and risks associated with participating in the commercial sustainable energy program, including risks related to the failure of the property owner to pay the benefit assessment provided for in the Financing Agreement. The Green Bank shall disclose to the property owner the effective interest rate on the benefit assessment, including fees charged by the Green Bank to administer the commercial sustainable energy program, and the risks associated with variable interest rate financing, if applicable. The Green Bank shall notify the property owner that such owner may rescind any Financing Agreement entered into not later than three business days after such Financing Agreement is executed by the property owner and delivered to the Green Bank. The Financing Agreement shall provide for the consent of existing mortgage holders for the Benefit Assessment Lien to be continued, recorded and released by the Municipality, as required by the Act and described in Section 3(c) herein. (d) Determination of Estimated and Final Benefit Assessments and Payments. (1) Upon execution of the Financing Agreement, the Green Bank shall determine the total benefit assessment amount, including fees charged by the Green Bank to administer the commercial sustainable energy program, and shall set a fixed or variable rate of interest for the repayment of the benefit assessment amount. Such interest rate, as may be supplemented with state or federal funding as may become available, shall be sufficient to pay the financing and administrative costs of the commercial sustainable energy program, including delinquencies. The Green Bank shall provide written notice of the total benefit assessment amount and interest rate to the Municipality. (2) It is anticipated that the Green Bank will decide that the benefit assessment shall be payable in two equal payments respectively payable on July 1 and January 1 of each year so that they are due at the same time as the installments of the Municipality s real property taxes. If the Municipality changes its practices concerning the billing of annual real property taxes as to the number of installments and their due dates, the Green Bank will change its practices to the extent possible to correspond with the Municipality s practices. Section 3 - Obligations of the Municipality. (a) Levy of Benefit Assessment. Upon receiving written notice from the Green Bank of the benefit assessment as provided in Section 2(d)(1) herein, the Municipality shall promptly levy the benefit assessment against the qualifying commercial real property to be benefited by the energy improvements financed by the Green Bank and described in the Financing Agreement, and shall place a lien on the qualifying commercial real property to secure payment of the benefit assessment in the form of the attached Exhibit A ( Benefit Assessment Lien ). The Benefit Assessment Lien will have two attachments: (1) the legal description of the benefited property and (2) the Financing Agreement payment schedule provided by the Green Bank. As provided in the Act, the benefit assessments levied pursuant to this Agreement and the interest, fees and any penalties thereon shall constitute a lien against the qualifying commercial real property on which they are made until they are paid. The Green Bank will reimburse the Municipality the cost charged by the Town Clerk for recording the Benefit Assessment Lien. Such Benefit Assessment Lien shall be levied and collected in the same manner as the property 28

29 taxes of the Municipality on real property, including, in the event of default or delinquency, with respect to any penalties, fees and remedies and lien priorities as provided by the Act. (b) (c) Continuation, Recording and Release of Lien. As provided in the Act, each Benefit Assessment Lien shall be continued, recorded and released in the manner provided for property tax liens, subject to the consent of existing mortgage holders, and shall take precedence over all other liens or encumbrances except a lien for taxes of the Municipality on real property, which lien for taxes shall have priority over such Benefit Assessment Lien. The Green Bank shall provide to the Municipality written notice of the consent of existing mortgage holders for the lien to be continued, recorded and released by the Municipality. Assignment of Benefit Assessment Lien. (1) Upon the written request of the Green Bank, the Municipality shall assign, in the form of the attached Exhibit B, to the Green Bank any and all Benefit Assessment Liens filed by the Municipality s tax collector, as provided in this Agreement. The Green Bank may sell or assign, for consideration, any and all Benefit Assessment Liens received from the Municipality. The assignee or assignees of such Benefit Assessment Liens shall have and possess the same powers and rights at law or in equity as the Green Bank and the Municipality and its tax collector would have had if the Benefit Assessment Lien had not been assigned with regard to the precedence and priority of such lien, the accrual of interest and the fees and expenses of collection. The assignee shall have the same rights to enforce such Benefit Assessment Liens as any private party holding a lien on real property, including, but not limited to, foreclosure and a suit on the debt. Costs and reasonable attorneys fees incurred by the assignee as a result of any foreclosure action or other legal proceeding brought pursuant to the assignment and directly related to the proceeding shall be taxed in any such proceeding against each person having title to any property subject to the proceedings. Such costs and fees may be collected by the assignee at any time after demand for payment has been made by the assignee. (2) The Municipality hereby acknowledges that the Green Bank may sell or assign any and all Benefit Assessment Liens received from the Municipality under Section 3(c) of this Agreement to a trustee for the benefit of the holders of the Green Bank s bonds, notes or other obligations issued to finance the costs of the commercial sustainable energy program, and that the holders of the Green Bank s bonds, notes or other obligations will rely on the Municipality to levy, collect and remit the benefit assessments to the Green Bank. Therefore, the Municipality unconditionally agrees that in the event the Municipality does not discharge its duties under this Agreement, the trustee shall have the right to enforce the Municipality s obligations under this Agreement by institution of legal action against the Municipality. (d) Amendment of the Benefit Assessment Lien. Pursuant to the Financing Agreement, the final amount of the benefit assessment may be adjusted after the levy of the Benefit Assessment Lien. Such an adjustment would likely be the result of a change in the energy improvement service contract amount during the construction period, a change in the amount of capitalized interest, or an amendment to the Financing Agreement. In the event that the final benefit assessment amount needs to be adjusted at the completion of the project, or any other time, the Green Bank will inform the Municipality of such change, 29

30 provide the Municipality with an updated payment schedule and new lien amount, and the Municipality shall amend the Benefit Assessment Lien to reflect such adjustment. The Green Bank will reimburse the Municipality the cost charged by the Town Clerk for amending the Benefit Assessment Lien. (e) Billing and Collection; Payment to the Green Bank. (1) The Municipality shall bill the benefit assessments in the same manner and at the same time as it bills its real property taxes. The benefit assessment payments shall be a separate clearly defined line item or separate bill and shall be due on the same dates as the Municipality s real property taxes. The amount of the benefit assessment will be recorded on the Municipality s tax rolls in the same manner as any other benefit assessment, such that the public will have access to its existence and payment status. The penalties and interest on delinquent benefit assessments shall be charged in the same manner and rate as the Municipality charges for delinquent real property taxes. (2) Payments of the benefit assessments collected by the Municipality shall be segregated from all other funds of the Municipality and deposited in a separate account for the benefit of the Green Bank and identifying the Green Bank as the beneficial owner. The Municipality disclaims any ownership interest or other interests in such account or the amount collected. (3) The Municipality shall pay all amounts collected with respect to the benefit assessments within any calendar month to the Green Bank or its assignee no later than thirty days after the month that the amounts are collected. The Municipality will provide collection reports to the Green Bank, and the Green Bank, at its own expense, shall have the right to audit the records relating to the benefit assessments upon reasonable notice at reasonable times. The Green Bank and Municipality agree to provide each other with such reasonable information as they may request and the Green Bank and the Municipality agree to provide such information in a computer format satisfactory to the other. (f) Collection of Delinquent Payments. (1) In the event that any benefited property owner fails to make a benefit assessment payment pursuant to the payment schedule of the Benefit Assessment Lien in any property tax billing cycle, the Municipality shall provide written notice to the Green Bank of such delinquency in a reasonably timely manner. After providing such notice to the Green Bank, the Municipality has no obligation to collect delinquent benefit assessment payments unless it enters into a separate agreement with the Green Bank described in the following subsection (2). (2) If the Green Bank makes a written request to the Municipality for its assistance in the collection of delinquent benefit assessments and related charges, the Municipality, in its sole discretion, and the Green Bank may enter into a separate agreement for those services, which agreement shall provide for compensation to be paid to the Municipality for its collection services. The agreement may provide for the Municipality to pursue the collection of any delinquent benefit assessments with the same diligence it employs in the collection of the Municipality s real property taxes, including the commencement of foreclosure proceedings to the extent provided by the then-current statutes of the State of Connecticut, and to take such actions that are required to preserve the Benefit Assessment Lien securing the delinquent benefit assessments. The agreement may also provide that the Green Bank shall 30

31 have the right to take over the enforcement of any delinquent benefit assessments upon written notice to the Municipality, and thereupon the Municipality will have no further responsibility to collect such amount. (3) The Municipality will provide written notice to the Green Bank of any sale or assignment of its real property taxes or any institution of a judicial foreclosure or other proceeding against any real property for delinquent real property taxes if such real property is subject to a lien securing a delinquent benefit assessment. Similarly, the Green Bank shall provide written notice to the Municipality of the institution of a judicial foreclosure or other proceeding against any qualified commercial real property for a delinquent benefit assessment. (g) Promotion of Program; Assistance for Green Bank Financing; Payment to Municipality. (1) The Municipality shall use good faith efforts to assist the Green Bank in local marketing efforts and outreach to the local business community to encourage participation in the commercial sustainable energy program, such as including commercial sustainable energy program information on the Municipality s website, distributing an informational letter from chief elected official to local businesses regarding the program, and conducting one or more business roundtable event(s). (2) The Municipality shall use good faith efforts to assist in gathering and providing information for the Green Bank to offer, sell and issue its bonds, notes or other obligations to provide funds for the commercial sustainable energy program. (3) The Green Bank agrees to pay the Municipality annually a fee of $500 (the "Annual Fee") for its services hereunder. In the event such payment is not sufficient to cover the Municipality's out of pocket costs and expenses in discharging its duties hereunder, the Green Bank shall reimburse the Municipality for its actual reasonable costs and expenses associated with the collection and enforcement of the benefit assessments in excess of the Annual Fee. Such costs and expenses include reasonable costs incurred by the Municipality in conjunction with any and all proceedings to collect and enforce the benefit assessments and delinquent benefit assessments, including foreclosure proceedings. Section 4 - Indemnification The Green Bank agrees that it will protect, defend, indemnify and hold harmless the Municipality and its officers, agents and employees to the extent of available proceeds derived from the benefit assessments from and against all claims, demands, causes of action, damages, judgments, losses and expenses, including reasonable attorney s fees, arising out of or in connection with the actions of the Green Bank s officers, employees and agents under this Agreement. This provision shall survive termination of this Agreement. Section 5 - Term. The term of this Agreement shall commence upon the date first written above. This Agreement shall be in full force and effect until all of the benefit assessments have been paid in full or deemed no longer outstanding. 31

32 The Municipality may opt-out of continuation in the program at any time on sixty (60) days advance notice to the Green Bank, provided that the provisions of this Agreement shall continue with regard to benefit assessments assessed prior to such termination date until those benefit assessments have been paid in full or are no longer outstanding. Section 6 - Default Each party shall give the other party written notice of any breach of any covenant or agreement under this Agreement and shall allow the defaulting party 30 days from the date of its receipt of such notice within which to cure any such default or, if it cannot be cured within the 30 days, to commence and thereafter diligently pursue to completion, using good faith efforts to effect such cure and to thereafter notify the other party of the actual cure of any such default. The parties shall have all other rights and remedies provided by law, including, but not limited to, specific performance, provided however, in no event shall either party have the right to terminate this Agreement prior to the expiration of the Term, except as provided in accordance with Section 7(c) of this Agreement. Section 7 - Miscellaneous Provisions (a) (b) (c) (d) (e) Assignment or Transfer. Except as provided in Section 3(c) hereof, a party may not assign or transfer its rights or obligations under this Agreement to another unit of local government, political subdivision or agency of the State of Connecticut or to a private party or entity without the prior written consent of the other party and, if required, the prior approval of the holders of the Green Bank s bonds, notes or other obligations. If approval of the assignment by the holders of the Green Bank s bonds, notes or other obligations is required, such approval shall be obtained in accordance with the indenture or other documents entered into by the Green Bank in connection with the bonds, notes or other obligations. Amendment and Termination. After the Green Bank sells and issues its bonds, notes or other obligations to finance the costs of the commercial sustainable energy program, this Agreement may not be amended or terminated by the parties without the prior approval of the holders of the Green Bank s bonds, notes or other obligations, which approval shall be obtained in accordance with the indenture or other documents entered into by the Green Bank in connection with the bonds, notes or other obligations. Severability. If any clause, provision or section of this Agreement is held to be illegal or invalid by any court, the invalidity of the clause, provision or section will not affect any of the remaining clauses, provisions or sections, and this Agreement will be construed and enforced as if the illegal or invalid clause, provision or section has not been contained in it. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which together shall constitute but one and the same instrument. Notices. All notices, requests, consents and other communications shall be in writing and shall be delivered, mailed by first class mail, postage prepaid, or overnight delivery service, to the parties, as follows: 32

33 If to the Municipality: INSERT TOWN NAME INSERT STREET ADDRESS CITY, STATE, ZIP CODE Attention: If to the Green Bank: Connecticut Green Bank 845 Brook Street Rocky Hill, Connecticut Attention: President (g) (h) (i) (j) Amendment and Waivers. Except as otherwise set forth in this Agreement, any amendment to or waiver of any provision of this Agreement must be in writing and mutually agreed to by the Green Bank and the Municipality. Applicable Law and Venue. This Agreement and its provisions shall be governed by and construed in accordance with the laws of the State of Connecticut. In any action, in equity or law, with respect to the enforcement or interpretation of this Agreement, venue shall be in the State of Connecticut. Entire Agreement. This instrument constitutes the entire agreement between the parties and supersedes all previous discussions, understandings and agreements between the parties relating to the subject matter of this Agreement. Headings. The headings in this Agreement are solely for convenience, do not constitute a part of this Agreement and do not affect its meaning or construction. IN WITNESS WHEREOF, the Municipality and the Green Bank have each caused this Agreement to be executed and delivered as of the date indicated above: (SEAL) ATTEST: INSERT TOWN NAME By: Its: 33

34 CONNECTICUT GREEN BANK By: Bryan T. Garcia, President 34

35 EXHIBIT A CERTIFICATE OF LEVY AND LIEN OF BENEFIT ASSESSMENT The undersigned Tax Collector of the City/Town of, Connecticut ( Municipality ), with an office at,, Connecticut, for and of behalf of the Connecticut Green Bank ( Green Bank ), with an office at 845 Brook Street, Rocky Hill, Connecticut 06067, pursuant to the Commercial Property Assessed Clean Energy Program established under Connecticut General Statutes Section 16a-40g, as amended (the Act ), and the Municipal Agreement between the Municipality and Green Bank dated, 20, HEREBY LEVIES A BENEFIT ASSESSMENT AGAINST AND LIEN UPON certain real property as described more particularly in the attached Exhibit A (the Property ) of the Finance Agreement and also commonly referred to as, situated in the Municipality and owned on the date hereof in whole or in part by (the Property Owner ) for energy improvements made or to be made to the Property. The amount and repayment of said levy and lien, as determined by Green Bank and provided to Municipality, are as follows: an installment payment plan is in effect for payment of the benefit assessment, and is based on the principal amount of the benefit assessment of $, with interest thereon at a fixed rate equal to % per annum, with equal installments of principal and interest due and payable, all as set forth in the attached Exhibit H of the Finance Agreement. In the event that any such installment shall remain unpaid for thirty days after the same shall become due and payable, interest and other charges shall be charged upon the unpaid installment(s) at the rate of 18% per annum, as provided by the Act and by law. At such time as the principal and interest payments of the benefit assessment have been satisfied and paid in full, a release of this Certificate shall be filed in the Land Records of the Municipality evidencing such release. This Certificate constitutes a certificate of lien and is filed pursuant to the provisions of the Act to evidence a lien for the benefit assessment levied upon the Property for the special benefits conferred upon said Property by the renovation or retrofitting for energy improvements related thereto. Pursuant to the Act, this lien shall take precedence over all other liens or encumbrances except a lien for taxes of the Municipality on real property, which lien for taxes shall have priority over this lien. The portion of this Certificate which constitutes a levy of benefit assessment and notice of installment payment of benefit assessments is filed pursuant to the provisions of the Act and the Connecticut General Statutes, as amended. By order of the Tax Collector of the City/Town of. Dated at, Connecticut this day of, 20. Tax Collector Received for Record:, 20 at A.M./P.M. Recorded in the Land Records at Volume, Page City/Town Clerk 35

36 EXHIBIT B ASSIGNMENT OF BENEFIT ASSESSMENT LIEN KNOW ALL PERSONS BY THESE PRESENTS, that the CITY/TOWN OF, a Connecticut municipal corporation (hereinafter referred to as Assignor ), acting herein by, its Tax Collector, duly authorized pursuant to a Municipal Agreement dated, 20, between the Assignor and the Connecticut Green Bank (hereinafter referred to as Assignee ), in consideration of One Dollar ($1.00) and other valuable consideration paid to Assignor by the Assignee, the receipt of which is hereby acknowledged, hereby quit-claims, grants, bargains, sells, conveys, assigns, transfers and sets over unto Assignee, without warranty covenants and without recourse, all of its right, title and interest in and to that certain benefit assessment lien and the debts secured thereby together with such interest, fees, and expenses of collection as may be provided by law, filed by the Tax Collector on the Land Records, on property owned on the date hereof in whole or in part by and as described on Exhibit A and also commonly referred to as, attached hereto and made a part hereof (the Lien ), to have and to hold the same unto the said Assignee, its successor and assigns forever. This Assignment is made, given and executed pursuant to the authority granted to Assignor as a municipality by Connecticut General Statutes Section 16a-40g, as amended. By execution of this Assignment, the Assignor assigns to Assignee, and the Assignee assumes, all of the rights at law or in equity, obligations powers and duties as the Assignor and the Assignor s Tax Collector would have with respect to the Lien, if the Lien had not been assigned with regard to precedence and priority of such lien, the accrual of interest, charges, fees and expenses of collection, pursuant to Connecticut General Statutes Section 16a-40g, as amended. This Assignment by the Assignor is absolute and irrevocable and the City/Town shall retain no interest, reversionary or otherwise, in the Lien. IN WITNESS WHEREOF, we have hereunto set our hands and seal this of, 20. Assignor By Tax Collector STATE OF CONNECTICUT) ss.: ) COUNTY OF ) On this the day of, 20, before me, the undersigned officer, personally appeared, Tax Collector, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained and that he/she acknowledged the same to be his/her free act and deed, before me, in his/her capacity as said Tax Collector. 36

37 Commissioner of the Superior Court 37

38 Appendix C: REQUEST FOR LENDER CONSENT Notice Date: REQUEST FOR LENDER CONSENT AND NOTICE OF PROPOSED BENEFIT ASSESSMENT Lender Address: Lender: Street: City/State/Zip Code: ATTN: Property/Loan Information: Address: APN: Loan Number: Why has the bank received this notice? The property owner listed below owns the property located at the address above. You are the holder of a loan secured by the property. [Building owner/address] wishes to install energy upgrades to the property using the Commercial Property-Assessed Clean Energy (C-PACE) financing mechanism established by the State of Connecticut and seeks your consent to do so. Background on C-PACE in Connecticut. In 2012, Connecticut passed legislation that provides access for owners of commercial, industrial and multi-family housing property in the state to a new form of financing for energy efficiency and onsite renewable energy (EE/RE) upgrades to their buildings. C-PACE financing can allow building owners to increase the value of their buildings and meet important energy policy goals of the State and its municipalities. (See Appendix A for legislation) The Connecticut Green Bank ( the Green Bank") is responsible for administering a statewide C- PACE program. With C-PACE, financing for EE/RE projects is repaid with a benefit assessment, a mechanism long used to finance improvements to real property that meet a public policy objective, such as sidewalks, parks, lighting districts, and water and sewer projects. Like other municipal assessments, C- PACE assessments must be current upon the sale of a property and remain with a property upon sale. As 38

39 with other municipal assessments, any assessments in arrears (but only those in arrears) have a lien status senior to mortgages upon the sale of a property. Connecticut s C-PACE program has been designed to meet the needs and concerns of Connecticut s residents, property owners, and existing mortgage lenders. To qualify, the proposed project must meet the following basic criteria: - The property is located in a municipality that has signed a legal agreement with the Green Bank regarding C-PACE. (see Appendix B for a copy of the legal agreement between the Green Bank and the municipality) - The property is a commercial, industrial, or multi-family (5 or more units) property - The proposed measures reduce energy consumption and/or increase the production of onsite renewable energy - The proposed measures are permanently affixed to the property - The property is current on all municipal property tax and assessment payments - The proposed project results in energy savings in excess of the assessment (a savings-toinvestment ratio greater than 1 as determined by the THE GREEN BANK and/or the Administrator of C-PACE. - The property owner receives consent of the current mortgage holder(s) Why should you provide consent? 1. Measures financed through C-PACE should reduce building operating costs. Through the Technical Standards the Green Bank has established to govern the C-PACE program, a proposed project must have a Savings to Investment Ratio (SIR) greater than one, with SIR defined as energy savings over the project lifetime greater than the total eligible (including financing and closing costs) project investment cost. For example, if the total eligible project investment cost is $1.5 million and the project (loan) timeframe is 15 years, then the energy savings must be greater than $100,000 per year. 2. C-PACE Assessments do not accelerate. In the event the mortgage holder forecloses on the property for any reason, only the amount of the C-PACE assessment currently due and/or in arrears, a relatively small proportion of the C-PACE assessment, would come due. In the event of a property sale, C-PACE assessments transfer to the new property owner. 3. Measures financed through C-PACE improve properties, often reducing maintenance and repair costs. In addition, energy measures improve the efficiency, health, and comfort of a building, making it more attractive to tenants and future owners. What should you know? [Building owner/address] has indicated its intention to apply for C-PACE financing for the improvements outlined in hereto attached Exhibit C on the property listed above. The benefit assessment is to be levied on the property pursuant to an agreement between the property owner, the Green Bank, and the funding source for the C-PACE improvements. The related payment terms are proposed to consist of the following: 39

40 Total cost of improvements*: Utility rebates/incentives: Total C-PACE financing requested*: Interest rate not to exceed: Term of repayment period: Total estimated annual installment*: Payments per year: *THE GREEN BANK may provide financing for up to 110% of the financing amount requested contingent upon the savings-toinvestment ratio being greater than 1. As such, the above amounts are subject to minor deviation. Estimated Benefits of the Authorized Improvements: Based on a recent audit by which is detailed in hereto attached Exhibit C, the following cash flow savings as a result of the installation of the Authorized Improvements and using the assumptions noted in the audit are expected to accrue to the property: Electric and Fuel Bill Savings: Other Savings (specify): TOTAL: NOTE: The savings noted above represent estimated based on the assumptions contained in the audit attached as Exhibit C. Actual results are likely to be different and may be greater or less than estimated. Purpose of this Notice. As required by the C-PACE enabling legislation (Section 16a-40g of Connecticut General Statutes, as amended), [Name of Property Owner] is sending this Notice of Proposed Benefit Assessment to Lender to (i) provide notice of the proposed participation of the property above in C-PACE financing; (ii) request confirmation from you (the current lender) that the levy of the Benefit Assessment pursuant to the Assessment Agreement will not trigger an event of default or the exercise of any remedies under the Loan documents, (iii) provide notice that the Contractual Assessment will be collected in installments on the property tax bill in the same manner as and subject to the same penalties, remedies and lien priorities as real property taxes and (iv) declare the [Name of Property Owner] s agreement to pay on a timely basis both the existing obligations secured by the property (including the Loan) and the proposed Benefit Assessment. Execution and Return of Consent. The Property Owner would appreciate you executing the attached Lender Consent to Proposed Benefit Assessment and returning it to the undersigned at your earliest convenience. Very truly yours, BY: (signature): PROPERTY OWNER NAME: MAILING ADDRESS (if different than Property address): 40

41 LENDER CONSENT TO BENEFIT ASSESSMENT Date: Property/Loan Information: Address: Owner: Municipality: APN: Loan Number: This Lender Consent to Benefit Assessment (this "Consent") is given by the undersigned entity (the Lender ) with respect to the above-referenced loan (the Loan ) and the above-referenced property (the Property ). RECITALS A. Lender is in receipt of written notice (the Notice ) from the above-referenced owner of the Property (the Property Owner ) that it intends to finance installation on the Property of certain energy efficiency and/or renewable energy improvements that will be permanently fixed to the Property (the Authorized Improvements ) by participating in the Commercial Property-Assessed Clean Energy (C-PACE) financing program (the Program ), sponsored by the Municipality. B Lender understands that, as a result of an agreement between the Municipality and the Property Owner (the Assessment Agreement ), the Benefit Assessment described in the Notice will be levied on the Property, and that the Benefit Assessment will be collected in installments on the property tax bill in the same manner as and subject to the same penalties, remedies and lien priorities as real property taxes. CONSENT The undersigned hereby represents that it is authorized to execute this Consent on behalf of the Lender. The Lender hereby confirms: A. Lender is in receipt of written notice (the Notice ) from the above-referenced owner of the Property (the Property Owner ) that it intends to finance installation on the Property of certain energy efficiency and/or renewable energy improvements that will be permanently fixed to the Property by participating in the Commercial Property-Assessed Clean Energy financing a program sponsored by the Municipality. B Lender understands that, as a result of an agreement between the Municipality and the Property Owner, the Benefit Assessment described in the Notice will be levied on the Property, and that the Benefit Assessment will be collected in installments on the property tax bill in the same manner as and subject to the same penalties, remedies and lien priorities as real property taxes. 41

42 C. The Lender agrees that the levy of the Benefit Assessment will not constitute an event of default or trigger the exercise of any remedies under the Loan documents. The Lender hereby acknowledges that the Property Owner and the Municipality will rely on the representation and Consent of the Lender set forth in this Consent. LENDER: By: By: By: By: Authorized Representative Name Title Date 42

43 Appendix D: INITIAL APPLICATION FOR C-PACE C-PACE APPLICATION Please fill out the following application forms. Respondents must submit the application and all attachments by only or via the C-PACE website at Please read our policy concerning the Connecticut Freedom of Information Act and the Acknowledge of Program Summary forms before submitting application. Please submit application and/or questions to: Genevieve Sherman Assistant Director Commercial Property Assessed Clean Energy Clean Energy Finance and Investment Authority 300 Main Street, Suite 400 Stamford, CT

44 I. C-PACE ELIGIBILITY (check all that apply) Learn about C-PACE Eligibility Requirements in our program guidelines. Property requires financing for energy improvements at the property Property is non-residential (multifamily properties of 5 or more units are eligible) Property is located in a C-PACE Municipality Property is current on all property taxes and municipal assessments Property is not in bankruptcy Property is not in mortgage default 44

45 II. PROPERTY INFORMATION 1. Who is submitting this application? a. Contact Person b. c. I am a Building Owner Building Manager Municipality Investor/Lender Contractor/Auditor/Project Developer Other: 2. Who owns the property? a. Building Owner Corporate Identity (e.g. John Doe LLC) b. Property Owner Contact i. First Name ii. Last Name c. Property Owner d. Property Owner Phone 3. Property Address a. Street Address Line 1 b. Street Address Line 2 c. City d. State e. Zip code 4. Property size (square feet) 45

46 5. Property Type Office Industrial Warehouse Hospital/Lab Hotel Non-Profit Education Retail Municipal Residential (< 5 Units) Multi-Family/Apartment (> 5 Units) Fill in this section for Multifamily Buildings Only a. Number of Units in Complex i. Rental units ii. Owner occupied units b. Number of Buildings in Complex c. Year built d. Property condition Poor condition significant capital improvements needed, including emergency repairs Good condition systems generally work adequately, no immediate capital improvements needed or planned in the next 3 to 5 years Excellent condition all systems work well, no major capital improvements needed or planned in the next 5 to 10 years, property could be described as new or almost new condition e. Property Type Rental Condo Coop Congregate housing (apartments or group accommodations that provide supportive services for residents, including the elderly and disabled) f. Affordability (check all that apply) Market Rate Housing Mixed Income Housing Privately financed affordable housing (serves low income tenants, but no public subsidies) Subsidized affordable housing (units are subsidized and rented to income eligible tenants) Public Housing Authority CHFA/ State Financed Public Housing Authority HUD Financed g. Financial Structure (check all that apply) Privately Financed (Please Indicate Mortgage Holders) 46

47 Fannie Mae Financing Freddie Mac Financing FHA Insured Loans Other HUD Financing (Please Indicate Type) Connecticut Housing Finance Authority (CHFA) Financing Low Income Housing Tax Credit Financing Section 8 Rental No Debt on Property Other (please indicate type) h. Utility Information i. What is the source of heating fuel? Oil Gas Electric Other (Please Indicate) ii. Who pays the fuel bill? Owner Tenant iii. Rough estimate of annual bill iv. What is the source of how water? Oil Gas Electric Other (Please Indicate) v. Who pays the water bill? Owner Tenant vi. Rough estimate of annual bill vii. viii. ix. Is electricity metered at the building or individual apartment level? Who pays the bill? Owner Tenant Rough estimate of annual bill 47

48 6. Do you have a mortgage on the property? Yes a. Mortgage lender name b. Mortgage closing date c. Mortgage payments current d. Principal outstanding e. Current monthly payment f. Interest rate (fixed or variable) g. Term of mortgage h. Amortization schedule i. Balloon date (if applicable) No 7. What is the estimated value of the property? a. Appraised value b. Appraisal year c. Assessed value (e.g. municipal assessment value) d. Assessment year 8. Do you have clear title to the property with no encumbrances? Yes No 9. Are there any outstanding tax liens or notices of default? Yes No 10. When was the property acquired by the current owners? 11. Other than the proposed project, are there any other major (>$25,000) capex expenditures planned for the next 5 years? 12. What has been the vacancy rate of the property over the last 5 years? 13. How would you characterize the stability of the lessees? 14. Compared to similarly situated properties, how would your lease rates compare? If not "within market" - what would you say accounts for the differential? 48

49 NOTE: The C-PACE Team will reach out to you to request the following supporting documentation after confirming the property s eligibility: Current year budgeted operating statement for the property Previous two years income/operating statements, statements of cash flows and balance sheets for the property (audited or reviewed for all statements is preferred, if unaudited/unreviewed, supply complete copy of most recent 2 years tax return packages). For buildings where at least 2/3 of currently leased square footage is occupied by a tenant controlled totally or in part by the owner of the real estate, previous two years audited (if available) income/operating statements, statements of cash flows, and balance sheets (audited or reviewed, if available) for the tenant s business Copy of most recent appraisal Proof of insurance for the property Table listing all tenants, their monthly (or annual) lease payments, the percentage of the building they occupy, and the end date of their existing leases FOR SOLAR APPLICATIONS ONLY : Previous year federal tax returns if property is planning to claim value of the federal Investment Tax Credit or MACRS depreciation benefits in determining the project s overall savings for purposes of calculating the Savings to Investment Ratio. These should be appended to the form Documentation of Ability to Monetize Federal Tax Credits Associated with Clean Energy Installations detailed below. *Financial statements should adequately disclose financial condition and were prepared according to generally accepted accounting principles in the United States (US GAAP) that afford a reasonable basis for reliance on the information provided. 49

50 III. PROJECT INFORMATION 1. What type of project do you plan on financing? Energy efficiency upgrade Renewable energy system Both Other Boiler Upgrade / Gas Conversion Fill out this section for Boiler Lite Applications only (e.g. boiler upgrades and gas conversions) a. Existing Boiler: i. Boiler type ii. Boiler fuel Electric Oil Gas iii. Fuel Use (MMBtu/year) iv. Fuel Cost ($/gallon or $/CCF) v. Efficiency Combustion Thermal Fuel-to-Water or Fuel-to-Steam b. Proposed Boiler: i. Boiler type ii. Manufacturer iii. Model number Btu/hr iv. Maximum input capacity Btu/hr v. Maximum output capacity Btu/hr vi. Boiler fuel: Electric Oil Gas vii. Fuel Use (if available): (MMBtu/year) viii. Efficiency: Combustion Thermal Fuel-to-Water or Fuel-to-Steam 50

51 ix. Estimated project cost: x. Estimated fuel savings: xi. Estimated dollar savings: xii. Estimated utility incentive: xiii. Last energy audit on the building: None ASHRAE Level I ASHRAE Level II ASHRAE Level II Other: xiv. Date of the audit: (if applicable) Please attach fuel cost and consumption invoices ($ and CCF or gallons) over the last three years (if available) or back to the last major renovation to the building. Minimum previous 14 months required. 2. Describe the energy efficiency measures and/or renewable energy system in your proposed project 3. What is the estimated cost of your project? 4. Have you already identified a contractor to design and/or install your project? Yes a. Contractor Company b. Contractor Name i. First Name ii. Last Name c. Contractor d. Contractor Phone: No 5. Have you conducted a recent energy audit on the building? None ASHRAE Level I ASHRAE Level II ASHRAE Level II Other: 6. Date of the audit: 51

52 7. For renewable energy systems, has a feasibility study been done for the project? Y N 8. Date of feasibility study: 9. Have you contacted your utility for incentives if applicable? Y N Please attach all audits, feasibility studies, and other project documents to this application. Visit to read the program guidelines, including requirements for audits and solar feasibility studies. 52

53 IV. DOCUMENTATION OF ABILITY TO MONETIZE FEDERAL TAX CREDITS ASSOCIATED WITH CLEAN ENERGY INSTALLATIONS C-PACE applicants can count the value of all relevant federal tax credits (including the Investment Tax Credit and MACRS depreciation benefits) towards their projects estimated savings in order to satisfy the Connecticut Green Bank s statutory obligation to ensure that all C-PACE projects achieve a savings-to-investment ratio greater than 1. However, all applicants seeking to have the value of such tax benefits credited towards their projects estimated savings must demonstrate the ability to monetize those benefits within the timeframe allowed by federal law. Please check either or both of the boxes below: As of this date and to the best of my knowledge, my company will be able to fully monetize the value of the federal Investment Tax Credit. As of this date and to the best of my knowledge, my company will be able to fully monetize the value of federal MACRS depreciation benefits. In addition, please attach to this form the two (2) most recent years of tax returns for the corporate entity that will be taking advantage of the federal tax benefits associated with the clean energy installation at the property listed below. If the corporate entity that will be taking the tax credits is not the direct owner of the property, please attach sufficient documentation to demonstrate the legal relationship between the parent corporate entity and the subsidiary owner of the property. Signature: Date: (An electronic signature may be accepted with the authority as the original) Printed Name: Title: Company: Property Address: 53

54 V. FREEDOM OF INFORMATION ACT The Connecticut Green Bank is a public agency for purposes of the Connecticut Freedom of Information Act ( FOIA ). Accordingly, this application and all information received by the Connecticut Green Bank regarding this application will be considered public records subject to disclosure under the FOIA, except for information falling within one of the exemptions in Conn. Gen. Stat. Sections 1-210(b) and n(d) which include trade secrets and commercial or financial information given in confidence, not required by statute. Therefore, Company is advised that it should specifically identify those particular sentences, paragraphs, pages, sections, or exhibits that it claims to be confidential and exempt. Consultant should further provide a statement stating the basis for each claim of exemption. It will not be sufficient to state generally that the information is proprietary or confidential in nature and not, therefore, subject to release to third parties. A convincing explanation and rationale sufficient to justify each exemption consistent with General Statutes 1-210(b) and n(d) must be provided. The explanation and rationale should be stated in terms of the prospective harm to the competitive position of Company (or such submitting Person) that would result if such information were released. Company acknowledges that (1) The Connecticut Green Bank has no obligation to notify the Company of any FOIA request received by The Connecticut Green Bank, (2) The Connecticut Green Bank may disclose materials claimed by the Company to be exempt if in its judgment such materials do not appear to fall within a statutory exemption, (3) The Connecticut Green Bank may in its discretion notify Company of FOIA requests and/or of complaints made to the Freedom of Information Commission concerning items for which an exemption has been claimed, but The Connecticut Green Bank has no obligation to initiate, prosecute, or defend any legal proceeding, or to seek to secure any protective order or other relief to prevent disclosure of any information pursuant to an FOIA request, (4) Company will have the burden of establishing the availability of any FOIA exemption in any such legal proceeding, and (5) in no event shall The Connecticut Green Bank or any of its officers, directors, or employees have any liability for the disclosure of documents or information in The Connecticut Green Bank s possession where The Connecticut Green Bank, or such officer, director, or employee, in good faith believes the disclosure to be required under the FOIA or other law. 54

55 Appendix E: THE CONNECTICUT GREEN BANK FINANCING AGREEMENT FINANCING AGREEMENT THIS FINANCING AGREEMENT (the Agreement ) is made as of [INSERT DATE], 2014, between [INSERT NAME], a [INSERT ENTITY TYPE - LIMITED LIABILITY COMPANY, CORPORATION] having an address at [INSERT ADDRESS] (the Borrower ) and the CONNECTICUT GREEN BANK, a body politic and corporate, constituting a public instrumentality and political subdivision of the State of Connecticut, with offices at 845 Brook Street, Rocky Hill, Connecticut ( Green Bank ). BACKGROUND 1. The State of Connecticut has authorized a commercial sustainable energy program for commercial or industrial properties (the Program ) in Section 16a-40g of the Connecticut General Statutes, as amended (the Act ). 2. Pursuant to the Act, Green Bank has established the Program, approved appropriations to provide financing under the Program and entered into an agreement with the municipalities in which qualifying properties are located to provide for the filing of a benefit assessment lien (as hereinafter provided) against the qualifying property on the land records of the municipality to secure the repayment of the benefit assessment. 3. The Borrower owns real property known as [INSERT PROPERTY ADDRESS] and more fully described in Exhibit A (the Property ). In accordance with the requirements of the Program, the Borrower proposes to renovate or retrofit the Property to reduce energy consumption or to install renewable energy systems at the Property, which renovation, retrofit or installation will be fixed to the Property as more fully described in the attached executed construction contract set forth in Exhibit I (the Construction Contract ) between the Borrower and [INSERT CONTRACTOR] (the Contractor ) attached hereto (the Project ). The Borrower has applied to Green Bank for financing for the Project through an advance of funds in the amount of up to $[INSERT PROJECT+ FEE AMOUNT] (the Benefit Assessment Advance ), which Benefit Assessment Advance will be secured by a benefit assessment lien against the Property based on the estimated costs of the Project to be repaid over a term of [#] years at an interest rate of [INSERT PERCENTAGE]% per annum (the Benefit Assessment ), as provided in this Agreement. The Borrower and the Contractor will not amend or otherwise revise the Construction Contract or the plans for the Project without the prior written approval of Green Bank. 4. Green Bank has entered into an agreement with the [INSERT CITY/TOWN OF], Connecticut (the Municipality ), where the Property is located, pursuant to which the Municipality will file a benefit assessment lien against the Property after the execution of this Agreement, in accordance with 55

56 the Act, and assign the rights and powers of the benefit assessment lien to Green Bank who has agreed to make the Benefit Assessment Advance to the Borrower on the terms and conditions set forth herein. NOW THEREFORE, the parties agree as follows: ARTICLE I - THE FINANCING 1.1 Terms of Benefit Assessment Advance. The interest rate, repayment schedule, maturity and other terms of the Benefit Assessment are set forth in the Certificate of Levy and Lien of Benefit Assessment (the Benefit Assessment Lien ), attached hereto materially in the form of Exhibit C, which will be levied by the Municipality against the Property after the execution of this Agreement. The Municipality shall assign to Green Bank all powers and rights under the Benefit Assessment Lien by filing an Assignment of Benefit Assessment Lien, attached hereto materially in the form of Exhibit D, on the land records of the Municipality. 1.2 Documentation and Collateral. The Benefit Assessment will be secured by the Benefit Assessment Lien. The Benefit Assessment may also be secured by Borrower s guarantee of completion of the construction of the Project and the assignment of certain development materials, plans and specifications and contracts relating to the Project. 1.3 Benefit Assessment Payments. The Benefit Assessment installment payments are described in the Benefit Assessment Lien. Such payment obligations of the Borrower are based on the project amount of $[INSERT PROJECT AMOUNT] plus applicable closing and appraisal fees to be paid to Green Bank at time of closing of $[INSERT FEE AMOUNT] to equal a total Benefit Assessment Advance in the amount of $[INSERT PROJECT + FEE AMOUNT], plus any capitalized interest accrued on the initial, and subsequent, disbursements from Green Bank during the period of construction of the Project, with interest thereon at a per annum rate of [INSERT PERCENTAGE]%, computed on the basis of a 360-day year and applied to the actual number of days elapsed. Payments are due and payable in equal installments as set forth in Exhibit H hereto. The first payment pursuant to the Benefit Assessment Lien and Exhibit H will be due on the first due date for property taxes in the Municipality after one hundred and twenty (120) days from the Completion Date (as hereafter defined) ( Repayment Start Date ). Should for any reason the amount of Benefit Assessment Advances total less than $[INSERT PROJECT+ FEE AMOUNT], the payments set forth in Exhibit H and the Benefit Assessment Lien shall be adjusted to reflect such lower amount. 1.4 Prepayment Penalties. The Borrower may prepay the outstanding amount (principal and the accrued interest as of the date of prepayment) of the Benefit Assessment in whole or in part at any time. If the Borrower chooses to prepay the Benefit Assessment then prepayment penalties will apply equal to three percent (3%) of the outstanding principal of the Benefit Assessment, declining by one percentage point on each 5-year anniversary of the disbursement date of the final Benefit Assessment Advance. 1.5 Interest Accrued from the Date of Advance. All interest accrued on each Benefit Assessment Advance, from the date of such Advance until the Repayment Start Date or earlier payment will be 56

57 capitalized into the Benefit Assessment Lien, at a fixed rate equal to five percent (5%) per annum, computed on the basis of a 360-day year and applied to the actual number of days elapsed. [INSERT CLAUSE BELOW ONLY IF GREEN BANK HAS AGREED TO ALLOW BORROWER TO PAY INTEREST ON BENEFIT ASSESSMENT ADVANCES BEFORE THE REPAYMENT START DATE] 1.6 Payment of Interest on Benefit Assessment Advances Before the Repayment Start Date Notwithstanding Section 1.4, Borrower agrees to have the interest under this section be due and payable monthly in arrears on the first day of each calendar month, commencing on the first day of the calendar month immediately following the month in which the Benefit Assessment Advance is made, and continuing until the Repayment Start Date or earlier payment. If Green Bank approves this payment option for the Borrower and in the event that the Borrower fails to pay any amount of interest payable hereunder within five (5) days after the date due, then (a) the Borrower shall pay interest for the period commencing on the fifth (5th) day after the due date and continuing until the same is paid in full, at the rate of five percent (5%) in excess of the rate of interest otherwise in effect, and (b) such failure to pay interest shall constitute an Event of Default hereunder. If the Borrower does not pay the interest on the benefit assessment advances before the Repayment Start Date, Section 1.4 shall apply. ARTICLE II - BORROWER'S REPRESENTATIONS AND WARRANTIES The Borrower represents and warrants to Green Bank as follows, which representations and warranties shall be true and correct as of the date hereof and at all times thereafter until the Benefit Assessment payments have been repaid in full: 2.1 Organization and Authority. The Borrower is a corporation/limited liability company, duly incorporated/organized and validly existing under the laws of the State of Connecticut. The Borrower has all necessary power and authority to own its properties, conduct its business and enter into the transactions contemplated hereby. The Borrower has the right to enter into and perform this Agreement, and the execution, delivery and performance of this Agreement and all other documents executed in connection therewith have been duly authorized and constitute valid and binding obligations of the Borrower, each enforceable in accordance with its respective terms. 2.2 Financial Statements. All financial statements delivered to Green Bank are true and correct, have been prepared in accordance with generally accepted accounting principles consistently applied, fairly represent the financial condition of the Borrower as of the date thereof, and no material adverse change has occurred in the financial condition of the Borrower as presented therein. 2.3 No Litigation. There are no actions, suits or proceedings pending, or to the knowledge of the Borrower threatened, against or affecting it which could materially adversely affect the Borrower, any of its properties, its financial condition or the construction of the Project. 57

58 2.4 Marketable Title. The Borrower has good and marketable title to the Property subject only to the permitted encumbrances set forth in Exhibit E hereto. 2.5 Compliance with Law. The Borrower has complied with, and will continue to comply with, all applicable statutes, regulations and ordinances in connection with the Property and construction of the Project. All permits, consents, approvals and authorizations by any governmental body necessary for (a) the construction of the Project in accordance with the plans and specifications submitted by the Borrower to Green Bank and approved thereby (together, the Plans ); (b) the construction, connection and operation of all utilities necessary to service the Project; and (c) the construction and use of all roadways, driveways, curb cuts and other vehicular or other access to and egress from the Project, as shown on the Plans (collectively, the Permits ) either (i) have been obtained, are valid, are in full force and effect and have been complied with by the Borrower in all respects, or (ii) will be obtained, will be valid, will be in full force and effect, and Borrower will be in compliance therewith in all respects prior to Green Bank s disbursing any Benefit Assessment Advance. Construction of the Project in accordance with the Plans will comply with applicable zoning, use, building or other applicable codes, laws, regulations and ordinances and any restrictive covenant affecting the Property. 2.6 Environmental Matters. The Borrower does not and will not engage in operations that involve the generation, manufacture, refining, transportation, treatment, storage or handling of hazardous materials or hazardous wastes, pursuant to applicable state law, or any other federal, state or local environmental laws or regulations, and, to the best of the Borrower' s knowledge, after due inquiry, neither the Property nor any other of its premises has been so used previously, except as previously disclosed in writing to Green Bank. To the best of the Borrower' s knowledge, after due inquiry, there are no underground storage tanks located on the Property. 2.7 Approval of Plans and Budgets. The Plans submitted to Green Bank when completed will be a true and accurate reflection of the Project (when completed) and have been approved as required by all governmental bodies or agencies having jurisdiction or will be approved prior to the first disbursement request. The budget for construction of the Project (the Budget ) submitted by the Borrower to Green Bank is an accurate current estimate of all costs necessary to construct the Project in accordance with the Plans and the cost of construction of the Project on any portion thereof is not expected to exceed the cost therefor set forth in the Budget. The Borrower is responsible for any costs in excess of the Budget. 2.8 Compliance with Documents. No Event of Default (as defined herein) has occurred hereunder, and no event has or shall have occurred and be continuing which, with the lapse of time or the giving of notice, or both, would constitute an Event of Default. 2.9 No Misrepresentation or Material Nondisclosure. The Borrower has not made and will not make to Green Bank, in this Agreement or otherwise, any untrue statement of a material fact, nor has it omitted to state a material fact necessary to make any statement made not misleading Insurance. The Borrower has provided to Green Bank satisfactory evidence of current insurance policies on the Property in question and has provided evidence that such insurance shall be maintained in force during the term of the Benefit Assessment. Such policies must be issued by insurance 58

59 companies admitted in the State of Connecticut and with a Best rating of A- or better, and in form and content reasonably acceptable to Green Bank. Required insurance includes: (a) (b) (c) Property insurance on the Property, written on an all risk or broad special perils form, in an amount equal to the full current replacement value of the property, on an agreed value (no coinsurance) basis, and with a deductible not to exceed $10,000. Such coverage may be written as part of a blanket property policy, but if written as part of a blanket policy Borrower must provide evidence that the policy does not include a margin clause, or, if there is a margin clause, that the value declared is equal to the full current replacement value of the property. Green Bank must be named as loss payee on the policy with ISO form CP Loss Payable Provisions, Clause D, or equivalent, and the policy must provide for ten (10) days notice to Green Bank in the event of cancellation or nonrenewal; Commercial general liability insurance with limits of $2,000,000 per occurrence. Green Bank must be named as an additional insured; and Should Borrower fail to maintain required insurance, Green Bank will obtain such required insurance in amounts and limits sufficient to protect Green Bank s interest, and charge back the cost to the Borrower Incorporation of Representations and Warranties. The request by the Borrower for a disbursement of any Benefit Assessment Advance shall constitute a certification by the Borrower that the representations and warranties contained herein are true and correct as of the date of such request. ARTICLE III - DISBURSEMENTS OF BENEFIT ASSESSMENT ADVANCE 3.1 Conditions Precedent to Disbursements. Green Bank s obligation to make any disbursement of any Benefit Assessment Advance shall be subject to satisfaction of the following conditions precedent: (a) Prior to the first advance, the Borrower shall comply with all of the following conditions precedent: (1) the Borrower shall not have rescinded this Agreement pursuant to Section 4.1(f) hereof; (2) the Plans shall have been approved in all respects by Green Bank; (3) the Construction Contract between the Borrower and the Contractor, together with all major subcontracts thereunder, shall have been approved in all respects by Green Bank; (4) the Borrower shall have provided copies of the Permits to Green Bank; and 59

60 (5) the Budget shall have been approved in all respects by Green Bank. (b) (c) (d) (e) (f) (g) The Borrower shall be in compliance with all terms and conditions of this Agreement and no Event of Default shall have occurred and be continuing hereunder; No order or notice shall have been given by any governmental agency stopping construction or stating that the work or construction is in violation of any law, ordinance, code or regulation, unless such order or notice has been rescinded and a copy of such rescission has been delivered to and shall be satisfactory to Green Bank; The Borrower shall have submitted to Green Bank a request for the Benefit Assessment Advance, either in full or in partial disbursement, in the form of the certification attached hereto as Exhibit F; The Borrower shall have furnished to Green Bank partial waivers and releases of liens (for labor, services or materials which have been performed and paid for or such lien waiver will be subject to payment) from the Contractor and all other contractors, subcontractors and suppliers performing labor, services or materials in connection with the Project, substantially in the form attached hereto as Schedule 2 to Exhibit F; The Borrower shall have submitted such additional documents as Green Bank may reasonably require; The Borrower shall have furnished to Green Bank a signed Utility Data Release Form, as set forth materially in the form of Exhibit K, for each utility account located at the Property which will be effected by the Project. 3.2 Conditions Precedent to Final Benefit Assessment Advance. Green Bank s obligation to make the final Benefit Assessment Advance shall be subject to the satisfaction of the following conditions precedent: (a) (b) (c) (d) Satisfaction of all conditions set forth in Section 3.1 hereof; Substantial completion of construction of the Project in accordance with the Plans, as evidenced through a receipt by Green Bank of the executed Completion Certificate attached hereto as Exhibit L; If applicable, receipt by Green Bank of the final unconditional Certificate of Occupancy ( C.O. ) for the Project or a conditional C.O. which conditions are punch-list items only; and Receipt by Green Bank of final waivers and releases of liens from the Contractor and all other contractors, subcontractors and suppliers performing labor, services or 60

61 materials in connection with the Project, materially in the form of the waiver and release attached hereto as Exhibit M. 3.3 Amount and Frequency of Disbursements. (a) (b) (c) (d) (e) Each disbursement of a Benefit Assessment Advance by Green Bank shall, at Green Bank s election, either (x) reimburse the Borrower for Project costs already incurred by the Borrower, or (y) be disbursed directly to the Contractor and/or suppliers retained for the Project, for construction costs incurred by the Borrower in accordance with the Budget. The Borrower may apply any savings or under-budget line item cost in the approved Budget to increase the amount of any other line item in the approved Budget, subject in each instance to Green Bank s review and approval, which approval shall not be unreasonably withheld. Disbursements of proceeds shall be made upon the Borrower' s compliance with the terms hereof in such proportion of the total cost of that part of the work completed to Green Bank s satisfaction, so that at all times the undisbursed portion of the Benefit Assessment Advances shall be sufficient, in Green Bank' s sole discretion, to complete the Project (including, without limitation, to pay all non-construction costs associated with the Project). Green Bank shall have the right to make the final determination as to the amount of each Benefit Assessment Advance. Green Bank may, in its sole discretion, determine the number and frequency of each Benefit Assessment Advance, which will not exceed one hundred (100%) percent of the cost of the work then completed and in place less the standard retainage of five percent (5%) for all construction costs (unless a higher retainage is specified in any contract), such retainage will be disbursed to the Borrower at the Completion Date. The final Benefit Assessment Advance will be made upon full completion of the Project in accordance with the Plans and satisfaction of the conditions precedent set forth in Section 3.2 of this Agreement. No Benefit Assessment Advance shall be made for materials not yet installed or incorporated into the Project, except that Green Bank may agree, in its sole and absolute discretion, to make a Benefit Assessment Advance for such materials if (i) they are in the custody of the Contractor, or stored on the Property or in a bonded warehouse; (ii) they are covered by insurance; and (iii) they are protected against theft and damage in a commercially reasonable manner. In no event shall the amount of any Benefit Assessment Advance exceed an amount equal to (x) the cost of the construction work in place at the Project, subject to the retainage provisions set forth in Section 3.3(b), plus the amount of non-construction costs paid or payable by the Borrower pursuant to the approved Budget as of the date of the requested advance, less (y) all Benefit Assessment Advances previously disbursed. 61

62 (f) (g) In no event shall the aggregate amount of all Benefit Assessment Advances exceed $[INSERT PROJECT+ FEE AMOUNT]. In no event shall any Benefit Assessment Advance be made from and after the final Benefit Assessment Advance shall have been paid in accordance with Section 3.3(c) above. ARTICLE IV - COVENANTS The Borrower covenants and agrees as follows: 4.1 The Act. A copy of the Act is attached to this Agreement as Exhibit B. The Borrower has read the Act and will comply in all respects with the provisions of the Act, including but not limited to the following: (a) An energy audit or renewable energy system feasibility analysis has been performed on the Property that assesses the expected energy cost savings of the energy improvements over the useful life of such improvements. (b) (c) (d) (e) (f) Upon the execution of this Agreement, Green Bank will provide notice to the Municipality and the Municipality will levy the Benefit Assessment and file a lien on the Property in an amount sufficient to pay the estimated costs of the Project and any associated costs (including financing costs) Green Bank determines will benefit the Property. A copy of the benefit assessment lien is attached hereto materially in the form of Exhibit C. The Borrower covenants that it will not contest the amount or the validity of the Benefit Assessment that is levied or the lien that is filed against the Property in accordance with the terms of this Agreement. The proposed energy improvements are consistent with the purpose of the Program. Green Bank will impose requirements and conditions on the financing to ensure timely repayment of the Benefit Assessment, including, but not limited to, placing a lien on a Property as security for the repayment of the Benefit Assessment as provided in (b) above. The Borrower will provide written notice, not less than thirty days prior to the recording of the lien securing the Benefit Assessment, to any existing mortgage holder of the Property, of the Borrower' s intent to finance the Project pursuant to the Act. Green Bank has disclosed to the Borrower the costs and risks associated with participating in the Program, including risks related to the failure of the Borrower to 62

63 pay the Benefit Assessment. Green Bank has disclosed to the Borrower the effective interest rate on the benefit assessment, including fees charged by Green Bank to administer the Program, and the risks associated with variable interest rate financing, if applicable. Green Bank has notified the Borrower that the Borrower may rescind this Agreement not later than three business days after the execution of this Agreement. (g) (h) (i) Green Bank shall set a fixed or variable rate of interest for the repayment of the Benefit Assessment at the time the Benefit Assessment is made. Such interest rate, as may be supplemented with state or federal funding as may become available, shall be sufficient to pay the financing and administrative costs of the Program, including delinquencies. The Benefit Assessment levied pursuant to the Act and this Agreement, and the interest, fees and any penalties thereon shall constitute a lien against the Property on which they are made until they are paid. Such lien and each of the installment payments on the Benefit Assessment shall be collected in the same manner as the property taxes of the Municipality on real property, including, in the event of default or delinquency, with respect to any penalties, fees and remedies. Each such lien may be recorded and released in the manner provided for property tax liens and, subject to the consent of existing mortgage holders, shall take precedence over all other liens or encumbrances except a lien for taxes of the Municipality on real property, which lien for taxes shall have priority over such benefit assessment lien. To the extent that any Benefit Assessment installment payment is not paid by the Borrower when due, the benefit assessment lien on the Property may be foreclosed to the extent of any unpaid installment payments and any penalties, interest and fees related thereto. In the event such benefit assessment lien is foreclosed, such benefit assessment lien shall survive the judgment of foreclosure to the extent of any unpaid installment payments of the Benefit Assessment secured by such benefit assessment lien that were not the subject of such judgment. The Municipality may assign to Green Bank any and all liens filed by the tax collector, as provided in the agreement between the Municipality and Green Bank. A copy of the benefit assessment lien assignment is attached hereto materially in the form of Exhibit D. Green Bank may sell or assign, for consideration, any and all liens received from the Municipality. The consideration received by Green Bank shall be negotiated between Green Bank and the assignee. The assignee or assignees of such liens shall have and possess the same powers and rights at law or in equity as Green Bank and the Municipality and its tax collector would have had if the lien had not been assigned with regard to the precedence and priority of such lien, the accrual 63

64 of interest and the fees and expenses of collection. The assignee shall have the same rights to enforce such liens as any private party holding a lien on real property, including, but not limited to, foreclosure and a suit on the debt. Costs and reasonable attorneys' fees incurred by the assignee as a result of any foreclosure action or other legal proceeding and directly related to the proceeding shall be taxed in any such proceeding against each person having title to any property subject to the proceedings. Such costs and fees may be collected by the assignee at any time after demand for payment has been properly made by the assignee. 4.2 General. The Borrower will: (a) (b) (c) (d) (e) Promptly pay when due the Benefit Assessment installment payments and all other fees and charges due pursuant to the Benefit Assessment Lien and this Agreement; Prior to completing construction of the Project, preserve and keep in full force and effect its existence and retain title to the Property; and, after completion of the Project; Promptly notify Green Bank, in writing, of any transfer of title or interest in the Property; Pay when due all taxes, assessments, water charges, sewer charges and all other charges levied on or against the Property, and upon written request, submit to Green Bank official receipts evidencing such payments; and Obtain and maintain in force the insurance reasonably required by Green Bank, and described in Section 2.10 hereof, throughout the term of the Benefit Assessment. 4.3 Construction Start and Completion. The Borrower shall commence construction of the Project and shall diligently proceed with construction in accordance with the approved Plans and Budget in a good, substantial and workmanlike manner in accordance with all applicable laws, ordinances, codes, rules and regulations. Construction of the Project shall be completed on or prior to one hundred fifty (150) days after the first Benefit Assessment Advance (the Completion Date ). 4.4 Changes to Plans or Budget. There shall be no material revision to the Plans or to the Budget without the prior written approval of Green Bank. 4.5 Protection Against Liens. The Borrower shall promptly pay and discharge all claims for labor performed and material and services furnished in connection with construction of the Project, and to take all other steps necessary to prevent the assertion of claims or liens either against the Property or the Project, other than the claims and lien provided herein. 64

65 4.6 Construction Inspections. Green Bank and/or its representatives shall have the right at all reasonable times to enter upon the Property and inspect the work of construction including commissioning upon project completion. The Borrower shall permit Green Bank to examine all records and other documents relating to the Property and the Project. 4.7 Annual Certificate. The Borrower shall provide Green Bank by March 31 of each year until the Project is completed and there are no more funds to be advanced by Green Bank with respect to the Project, a statement, certified as correct by the chief financial officer of Borrower, setting forth all sources and uses of funds with respect to the Project. Such certificate shall be in such form and detail as Green Bank shall specify. 4.8 Notice of Claims. The Borrower shall promptly notify Green Bank in writing of all pending or threatened litigation that may materially adversely affect Borrower s ability to meet its obligations under the Transaction Documents, or the Property or the Project. 4.9 Damage or Destruction. The Borrower shall promptly notify Green Bank if the Project is damaged or destroyed by fire or any other cause. Upon the occurrence of such casualty, the Parties will agree to either to apply the insurance proceeds to the restoration of the Project, or to repayment of the outstanding balance of the Benefit Assessment. Green Bank shall have no obligation to make additional Benefit Assessment Advances upon the occurrence of a casualty. In the event restoration of the Project is permitted, the Borrower shall immediately proceed with the restoration thereof in accordance with the Plans. If, in Green Bank s judgment, said proceeds are insufficient to complete the restoration, the Borrower shall deposit with Green Bank such amounts as are necessary, in Green Bank' s reasonable judgment, to complete the restoration in accordance with the Plans Condemnation. If the Project or the Property or any part thereof are taken by condemnation or subject to an imminent threat of condemnation, Green Bank s obligation to make further Benefit Assessment Advances hereunder shall immediately terminate unless, in Green Bank' s judgment, the Property and the Project can be replaced and restored in a manner which will enable the Project to be functionally and economically utilized and occupied as originally intended. If Green Bank so decides that the Project can be so restored, then the rights and obligations of Green Bank and the Borrower subsequent to a taking by condemnation or imminent threat thereof and the disbursement of any condemnation proceeds actually paid to Green Bank and undisbursed Benefit Assessment Advances, shall be the same as described in the immediately preceding section hereof with regard to insurance proceeds Indemnification. Without limitation of any other obligation or liability of the Borrower or any right or remedy of Green Bank contained herein, the Borrower agrees to indemnify and hold harmless Green Bank, as well as its respective directors, officers, employees, agents, subsidiaries and affiliates (a Person ), from and against all damages, losses, settlement payments, obligations, liabilities, claims, suits, penalties, assessments, citations, directives, demands, judgments, actions or causes of action, whether statutorily created or under the common law, including all costs and expenses (including, without limitation, reasonable fees and disbursements of attorneys, engineers and consultants) and all other liabilities whatsoever (including, without limitation, liabilities under any applicable environmental laws, regulations or rules) which shall at any time or times be incurred, suffered, sustained or required to be paid by any 65

66 such indemnified Person (except any of the foregoing which result from the negligence or willful misconduct of the indemnified Person) on account of or in relation to or in any way in connection with any of the arrangements or transactions contemplated by, associated with or ancillary to this Agreement, or any other documents executed or delivered in connection herewith or therewith, all as the same may be amended from time to time, whether or not all or part of the transactions contemplated by, associated with or ancillary to this Agreement or any such other documents are ultimately consummated, resulting from any conduct, act or failure to act by the Borrower or its affiliates or related parties. In any investigation, proceeding or litigation, or the preparation therefor, Green Bank shall select its own counsel and, in addition to the foregoing indemnity, the Borrower agrees to pay promptly the reasonable fees and expenses of such counsel. In the event of the commencement of any such proceeding or litigation, the Borrower shall be entitled to participate in such proceeding or litigation with counsel of its choice at its own expense, provided that such counsel shall be reasonably satisfactory to Green Bank. This section shall survive the execution, delivery, performance and repayment of this Agreement and the Benefit Assessment, and the extinguishment of the Benefit Assessment Lien Further Assurances. Upon request of Green Bank, the Borrower will take any actions and execute any further documents as Green Bank deems reasonably necessary or appropriate to carry out the purposes of this Agreement State Contracting Obligations. Borrower acknowledges that by entering into this agreement Borrower becomes a state contractor for purposes of all applicable state contracting statutes and regulations Notice of Campaign Contribution Prohibition. The Borrower s authorized signatory of this Agreement hereby expressly acknowledges receipt of the State Elections Enforcement Commission s notice advising state contractors of state campaign contribution and solicitation prohibitions, and will inform its principals of the contents of such notice. The Borrower and its principals shall comply with Connecticut General Statutes See SEEC Form 11, attached hereto as Exhibit J Non-Discrimination Policies and Resolutions. Borrower shall provide Green Bank with documentation evidencing Borrower s support of the nondiscrimination agreements and warranties of the statutory nondiscrimination sections set forth below. The executed Nondiscrimination Certification is attached hereto as Exhibit G-1. Borrower understands and agrees that Green Bank will comply with Conn. Gen. Stat. Sections 4a-60 and 4a-60a. Borrower agrees to comply with the state contracting obligations in this Article IV. For purposes of this Article IV, Contractor and Borrower shall have the same meaning and Contract and Agreement shall have the same meaning. Conn. Gen. Stat. 4a-60(a): Every contract to which the state or any political subdivision of the state other than a municipality is a party shall contain the following provisions: 66

67 (1) The contractor agrees and warrants that in the performance of the contract such contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such contractor that such disability prevents performance of the work involved, in any manner prohibited by the laws of the United States or of the state of Connecticut; and the contractor further agrees to take affirmative action to insure that applicants with job-related qualifications are employed and that employees are treated when employed without regard to their race, color, religious creed, age, marital status, national origin, ancestry, sex, mental retardation, mental disability or physical disability, including, but not limited to, blindness, unless it is shown by such contractor that such disability prevents performance of the work involved; (2) The contractor agrees, in all solicitations or advertisements for employees placed by or on behalf of the contractor, to state that it is an "affirmative action-equal opportunity employer" in accordance with regulations adopted by the commission; (3) The contractor agrees to provide each labor union or representative of workers with which such contractor has a collective bargaining agreement or other contract or understanding and each vendor with which such contractor has a contract or understanding, a notice to be provided by the commission advising the labor union or workers' representative of the contractor' s commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment; (4) The contractor agrees to comply with each provision of this section and sections 46a-68e and 46a- 68f and with each regulation or relevant order issued by said commission pursuant to sections 46a-56, 46a- 68e and 46a-68f; and (5) The contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the contractor as relate to the provisions of this section and section 46a-56. Conn. Gen. Stat. 4a-60a(a): Every contract to which the state or any political subdivision of the state other than a municipality is a party shall contain the following provisions: (1) The contractor agrees and warrants that in the performance of the contract such contractor will not discriminate or permit discrimination against any person or group of persons on the grounds of sexual 67

68 orientation, in any manner prohibited by the laws of the United States or of the state of Connecticut, and that employees are treated when employed without regard to their sexual orientation; (2) The contractor agrees to provide each labor union or representative of workers with which such contractor has a collective bargaining agreement or other contract or understanding and each vendor with which such contractor has a contract or understanding, a notice to be provided by the Commission on Human Rights and Opportunities advising the labor union or workers' representative of the contractor' s commitments under this section, and to post copies of the notice in conspicuous places available to employees and applicants for employment; (3) The contractor agrees to comply with each provision of this section and with each regulation or relevant order issued by said commission pursuant to section 46a-56; and (4) The contractor agrees to provide the Commission on Human Rights and Opportunities with such information requested by the commission, and permit access to pertinent books, records and accounts, concerning the employment practices and procedures of the contractor which relate to the provisions of this section and section 46a Certification Regarding Investments in Iran. Borrower shall provide Green Bank with documentation evidencing Borrower s support of Public Act No , An Act Prohibiting State Contracts with Entities Making Certain Investments in Iran. The executed Certification is attached hereto as Exhibit G Assignment of Benefit Assessment Lien and Participation Interests. (a) Green Bank shall have the unrestricted right at any time or from time to time, and without any Borrower s consent, to assign all or any portion of its rights and obligations hereunder to one or more banks or other financial institutions (each, an "Assignee"), and each Borrower agrees that it shall execute, or cause to be executed, such documents, including without limitation, amendments to this Agreement and to any other documents, instruments and agreements executed in connection herewith as Green Bank shall deem necessary to effect the foregoing. Upon the execution and delivery of appropriate assignment documentation, amendments and any other documentation required by Green Bank in connection with such assignment, and the payment by Assignee of the purchase price agreed to by Green Bank, and such Assignee, such Assignee shall be a party to this Agreement and shall have all of the rights and obligations of Green Bank hereunder (and under any and all other guaranties, documents, instruments and agreements executed in connection herewith) to the extent that such rights and obligations have been assigned by Green Bank pursuant to the assignment documentation between Green Bank and such Assignee, 68

69 and Green Bank shall be released from its obligations hereunder and thereunder to a corresponding extent. (b) (c) Green Bank shall have the unrestricted right at any time and from time to time, and without the consent of or notice of any Borrower, to grant to one or more lenders or other financial institutions (each, a "Participant") participating interests in Green Bank' s obligation to lend hereunder and/or any or all of the loans held by Green Bank hereunder. In the event of any such grant by Green Bank of a participating interest to a Participant, whether or not upon notice to Borrower, Green Bank shall remain responsible for the performance of its obligations hereunder and Borrower shall continue to deal solely and directly with Green Bank in connection with Green Bank' s rights and obligations hereunder. In furtherance of the foregoing, Green Bank may furnish any information concerning any Borrower in its possession from time to time to prospective Assignees and Participants, provided that Green Bank shall require any such prospective Assignee or Participant to agree in writing to maintain the confidentiality of such information Consulting Agreements. Borrower hereby swears and attests as true to the best knowledge and belief that no consulting agreement, as defined in Conn. Gen. Stat. 4a-81, has been entered into in connection with this Agreement. Borrower agrees to amend this representation if and when any consulting agreement is entered into during the term of the Contract. See Affidavit Regarding Consulting Agreements, attached hereto as Exhibit G Integrity of the Property as a Single Parcel. The Borrower shall not, without the express written consent of Green Bank, which consent may not be unreasonably withheld, by act or omission impair the integrity of the Property as a single, separate, subdivided and zoned lot separate and apart from all other property which is owned by Borrower, or not Partial Release. If Green Bank has provided its written consent to a subdivision or lot split relating to the Property in accordance with Section 4.17 hereof, subject to the terms of this Section 4.20, provided no Event of Default (as defined below) exists and is continuing, Green Bank agrees to release the lien of Benefit Assessment on one or more of the lots or parcels comprising the Property provided that such lot or parcel that the Borrower is requesting the release of the Benefit Assessment does not contain the Project, or any part thereof, and provided further that Green Bank has determined, in its sole discretion, that the partial release of the lien of the Benefit Assessment on such lot or parcel is satisfactory to Green Bank. The intent of this Section 4.20 is that Green Bank shall not consent to or provide any partial release if Green Bank shall determine in its sole and absolute discretion in good faith upon a commercially sound reason that the prospect of repayment is impaired or threatened by reason of a requested partial release by the Borrower. 69

70 4.21 Security Interest in Low Emission Renewable Energy Credits (LRECs) and Zero Emission Renewable Energy Credit (ZRECs). If the Project produces LRECs or ZRECs, the Borrower shall provide a security interest in all LRECs and/or ZRECs (Class I Renewable Energy Credits as defined in Conn. Gen. Stat (r) and (s), or (t) produced by the Project to Green Bank. ARTICLE V- DEFAULT AND REMEDIES 5.1 Events of Default. The occurrence of any of the following events shall constitute an Event of Default hereunder: (a) (b) (c) (d) (e) (f) (g) Failure to make any payment required under this Agreement, the Benefit Assessment or any other document executed in connection therewith or required thereby (collectively, the Transaction Documents ) when due or beyond any applicable cure period; Any breach by the Borrower beyond applicable notice and/or cure periods of any other terms of the Transaction Documents or an Event of Default as defined in any of the Transaction Documents shall occur; Any written representation, warranty or disclosure made to Green Bank by the Borrower proves to be materially false or misleading as of the date when made, whether or not such representation or disclosure appears in the Transaction Documents; The cost of construction of the Project or any portion thereof materially exceeds the cost therefor set forth in the approved Budget and the Borrower has failed to immediately deposit with Green Bank the deficiency between such budgeted cost and the actual cost; The failure to commence and diligently pursue construction of and completion of the Project; A petition in bankruptcy or insolvency or similar law affecting creditors rights or for a receiver or trustee for any of the Borrower' s assets is filed by or against the Borrower or if the Borrower makes an assignment for the benefit of creditors or becomes insolvent or unable to pay its debts as they mature; There occurs any event which in Green Bank s reasonable judgment materially and adversely affects: (i) the ability of the Borrower to perform any of its obligations hereunder or under any of the Transaction Documents; (ii) the business or financial condition of the Borrower; or (iii) the timely repayment of the Benefit Assessment authorized by the Act and this Agreement; 70

71 (h) (i) Any encumbrance on any portion of the Property is created, which encumbrance purports to have priority over the Benefit Assessment Lien; The loss of any governmental approval, license or permit necessary for the construction of the Project or any governmental license for the operation of the business operated or to be operated on the Property for a period exceeding sixty (60) days; (j) The existence of any liens for taxes past due with respect to the Property, or carrier' s, warehousemen' s, mechanics, materialmen s, repairmen' s or other liens which have not been dismissed or bonded for thirty (30) days; (k) (l) Any material deviation in the Project from the Plans without the prior written consent of Green Bank, or the appearance of defective workmanship or materials, which has not been cured for a period exceeding thirty (30) days; and Failure to complete the Project within the period required hereby. 5.2 Remedies. Upon the occurrence of an Event of Default, Green Bank may in addition to any other remedies which it may have, at its option and without prior demand or notice, take any or all of the following actions: (a) (b) (c) (d) (e) Immediately terminate any pending disbursement of a Benefit Assessment Advance (and Green Bank shall have no obligation to make further disbursements) and from time to time apply all or any part of any undisbursed Benefit Assessment Advance to payment of amounts owing on the Benefit Assessment and Benefit Assessment Lien and/or to any other obligations of the Borrower hereunder or under the Transaction Documents. Declare all or any portion of the unpaid Benefit Assessment installment payments immediately due and payable prior to the Completion Date. Enter the Property and complete construction of the Project in accordance with the Plans with such changes therein as Green Bank may from time to time and in its judgment deem appropriate, all at the risk and expense of the Borrower. Exercise any remedies available under the Benefit Assessment and Benefit Assessment Lien, including those contemplated by the Act. Exercise any other rights and remedies available to it hereunder, under the Transaction Documents, or at law or in equity. All remedies of Green Bank provided for herein are cumulative. 71

72 ARTICLE VI - MISCELLANEOUS 6.1 No Waiver. No waiver of any default or breach by the Borrower hereunder shall be implied from any failure by Green Bank to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver. Waivers of any covenant, term or condition contained herein shall not be construed as a waiver of any subsequent breach of the same covenant, term or condition. 6.2 Successors and Assigns. This Agreement is binding upon and made for the benefit of Green Bank and the Borrower, their successors and permitted assigns, and no other person or persons shall have any right of action hereunder. 6.3 Notices. Any notice and other communications hereunder shall be in writing and shall be delivered in person or mailed by reputable overnight courier or by registered or certified mail, return receipt requested, postage prepaid, to the Borrower or to Green Bank, at the address set forth at the caption of this Agreement. The addresses of any party may be changed by notice to the other party given in the same manner as provided above. 6.4 Amendments. No amendment, modification, termination or waiver of any provisions of this Agreement shall be effective unless in writing and signed by Green Bank and by the Borrower. 6.5 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. 6.6 WAIVER OF JURY TRIAL. THE BORROWER HEREBY IRREVOCABLY WAIVES ITS RIGHTS TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THE BENEFIT ASSESSMENT, THIS AGREEMENT OR ANY TRANSACTION DOCUMENT, OR THE TRANSACTIONS CONTEMPLATED THEREBY. 6.7 Jurisdiction. The Borrower agrees that the execution of this Agreement and the other Transaction Documents, and the performance of its obligations hereunder and thereunder, shall be deemed to have a Connecticut situs and the Borrower shall be subject to the personal jurisdiction of the courts of the State of Connecticut with respect to any action Green Bank, its successors or assigns may commence hereunder or thereunder. Accordingly, the Borrower hereby specifically and irrevocably consents to the jurisdiction of the courts of the State of Connecticut with respect to all matters concerning this Agreement or any of the other Transaction Documents, or the enforcement thereof. 6.8 PRE-JUDGMENT REMEDY. THE BORROWER ACKNOWLEDGES THAT THIS AGREEMENT AND THE UNDERLYING TRANSACTIONS GIVING RISE HERETO CONSTITUTE COMMERCIAL BUSINESS TRANSACTED WITHIN THE STATE OF CONNECTICUT. IN THE EVENT OF ANY LEGAL ACTION BETWEEN THE BORROWER AND GREEN BANK HEREUNDER OR UNDER ANY TRANSACTION DOCUMENT, THE BORROWER HEREBY EXPRESSLY WAIVES ANY RIGHTS WITH REGARD TO NOTICE, PRIOR HEARING AND ANY OTHER RIGHTS IT MAY HAVE UNDER THE CONNECTICUT GENERAL STATUTES, CHAPTER 903a AS NOW CONSTITUTED OR HEREAFTER 72

73 AMENDED, OR OTHER STATUTE OR STATUTES, STATE OR FEDERAL, AFFECTING PREJUDGMENT REMEDIES, AND GREEN BANK MAY INVOKE ANY PREJUDGMENT REMEDY AVAILABLE TO IT, INCLUDING, BUT NOT LIMITED TO, GARNISHMENT, ATTACHMENT, FOREIGN ATTACHMENT AND REPLEVIN, WITH RESPECT TO ANY TANGIBLE OR INTANGIBLE PROPERTY (WHETHER REAL OR PERSONAL) OF THE BORROWER TO ENFORCE THE PROVISIONS OF THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS, WITHOUT GIVING THE BORROWER ANY NOTICE OR OPPORTUNITY FOR A HEARING. 6.9 Freedom of Information Act. Green Bank is a public agency for purposes of the Connecticut Freedom of Information Act ( FOIA ). This Agreement and information received pursuant to this Agreement will be considered public records and will be subject to disclosure under the FOIA, except for information falling within one of the exemptions in Conn. Gen. Stat. Sections 1-210(b) and n(d). Because only the particular information falling within one of these exemptions can be withheld by Green Bank pursuant to an FOIA request, Borrower should specifically and in writing identify to Green Bank the information that Borrower claims to be exempt. Borrower should further provide a statement stating the basis for each claim of exemption. It will not be sufficient to state generally that the information is proprietary or confidential in nature and not, therefore, subject to release to third parties. A convincing explanation and rationale sufficient to justify each exemption consistent with General Statutes 1-210(b) and n(d) must be provided. Borrower acknowledges that (1) Green Bank has no obligation to notify Borrower of any FOIA request it receives, (2) Green Bank may disclose materials claimed by Borrower to be exempt if in its judgment such materials do not appear to fall within a statutory exemption, (3) Green Bank may in its discretion notify Borrower of FOIA requests and/or of complaints made to the Freedom of Information Commission concerning items for which an exemption has been claimed, but Green Bank has no obligation to initiate, prosecute, or defend any legal proceeding, or to seek to secure any protective order or other relief to prevent disclosure of any information pursuant to an FOIA request, (4) Borrower will have the burden of establishing the availability of any FOIA exemption in any such legal proceeding, and (5) in no event shall Green Bank or any of its officers, directors, or employees have any liability for the disclosure of documents or information in Green Bank s possession where Green Bank, or such officer, director, or employee, in good faith believes the disclosure to be required under the FOIA or other law. [Remainder of page intentionally left blank.] 73

74 IN WITNESS WHEREOF, the Borrower and Green Bank have executed this Agreement as of the date first written above by and through their duly authorized representatives. CONNECTICUT GREEN BANK By: Name: Bryan T. Garcia Title: President and CEO [INSERT BORROWER NAME] By: Name: Title: 74

75 EXHIBIT A DESCRIPTION OF PROPERTY 75

76 EXHIBIT B THE ACT Connecticut General Statutes Section 16a-40g. Commercial sustainable energy program. (a) As used in this section: (1) "Energy improvements" means (A) participation in a district heating and cooling system by qualifying commercial real property, (B) participation in a microgrid, as defined in section y, including any related infrastructure for such microgrid, by qualifying commercial real property, provided such microgrid and any related infrastructure incorporate clean energy, as defined in section n, (C) any renovation or retrofitting of qualifying commercial real property to reduce energy consumption, (D) installation of a renewable energy system to service qualifying commercial real property, or (E) installation of a solar thermal or geothermal system to service qualifying commercial real property, provided such renovation, retrofit or installation described in subparagraph (C), (D) or (E) of this subdivision is permanently fixed to such qualifying commercial real property; (2) "District heating and cooling system" means a local system consisting of a pipeline or network providing hot water, chilled water or steam from one or more sources to multiple buildings; (3) "Qualifying commercial real property" means any commercial or industrial property, regardless of ownership, that meets the qualifications established for the commercial sustainable energy program; (4) "Commercial or industrial property" means any real property other than a residential dwelling containing less than five dwelling units; (5) "Benefited property owner" means an owner of qualifying commercial real property who desires to install energy improvements and provides free and willing consent to the benefit assessment against the qualifying commercial real property; (6) "Commercial sustainable energy program" means a program that facilitates energy improvements and utilizes the benefit assessments authorized by this section as security for the financing of the energy improvements; (7) "Municipality" means a municipality, as defined in section 7-369; (8) "Benefit assessment" means the assessment authorized by this section; (9) "Participating municipality" means a municipality that has entered into a written agreement, as approved by its legislative body, with the authority pursuant to which the municipality has agreed to assess, collect, remit and assign, benefit assessments to the authority in return for energy improvements for benefited property owners within such municipality and costs reasonably incurred in performing such duties; and (10) "Bank" means the Connecticut Green Bank. 76

77 (b) (1) The bank shall establish a commercial sustainable energy program in the state, and in furtherance thereof, is authorized to make appropriations for and issue bonds, notes or other obligations for the purpose of financing, (A) energy improvements; (B) related energy audits; (C) renewable energy system feasibility studies; and (D) verification reports of the installation and effectiveness of such improvements. The bonds, notes or other obligations shall be issued in accordance with legislation authorizing the bank to issue bonds, notes or other obligations generally. Such bonds, notes or other obligations may be secured as to both principal and interest by a pledge of revenues to be derived from the commercial sustainable energy program, including revenues from benefit assessments on qualifying commercial real property, as authorized in this section. (2) When the bank has made appropriations for energy improvements for qualifying commercial real property or other costs of the commercial sustainable energy program, including interest costs and other costs related to the issuance of bonds, notes or other obligations to finance the appropriation, the bank may require the participating municipality in which the qualifying commercial real property is located to levy a benefit assessment against the qualifying commercial real property especially benefited thereby. (3) The bank (A) shall develop program guidelines governing the terms and conditions under which state financing may be made available to the commercial sustainable energy program, including, in consultation with representatives from the banking industry, municipalities and property owners, developing the parameters for consent by existing mortgage holders and may serve as an aggregating entity for the purpose of securing state or private third-party financing for energy improvements pursuant to this section, (B) shall establish the position of commercial sustainable energy program liaison within the bank, (C) shall establish a loan loss reserve or other credit enhancement program for qualifying commercial real property, (D) may use the services of one or more private, public or quasi-public third-party administrators to administer, provide support or obtain financing for the commercial sustainable energy program, and (E) shall adopt standards to ensure that the energy cost savings of the energy improvements over the useful life of such improvements exceed the costs of such improvements. (c) Before establishing a commercial sustainable energy program under this section, the bank shall provide notice to the electric distribution company, as defined in section 16-1 of the general statutes, that services the participating municipality. (d) If a benefited property owner requests financing from the bank for energy improvements under this section, the bank shall: (1) Require performance of an energy audit or renewable energy system feasibility analysis on the qualifying commercial real property that assesses the expected energy cost savings of the energy improvements over the useful life of such improvements before approving such financing; (2) If financing is approved, require the participating municipality to levy a benefit assessment on the qualifying commercial real property with the property owner in a principal amount sufficient to pay the costs of the energy improvements and any associated costs the bank determines will benefit the qualifying commercial real property; (3) Impose requirements and criteria to ensure that the proposed energy improvements are consistent with the purpose of the commercial sustainable energy program; (4) Impose requirements and conditions on the financing to ensure timely repayment, including, but not limited to, procedures for placing a lien on a property as security for the repayment of the benefit assessment; and 77

78 (5) Require that the property owner provide written notice, not less than thirty days prior to the recording of any lien securing a benefit assessment for energy improvements for such property, to any existing mortgage holder of such property, of the property owner' s intent to finance such energy improvements pursuant to this section. (e) (1) The bank may enter into a financing agreement with the property owner of qualifying commercial real property. After such agreement is entered into, and upon notice from the bank, the participating municipality shall (A) place a caveat on the land records indicating that a benefit assessment and lien is anticipated upon completion of energy improvements for such property, or (B) at the direction of the bank, levy the benefit assessment and file a lien on the land records based on the estimated costs of the energy improvements prior to the completion or upon the completion of said improvements. (2) The bank shall disclose to the property owner the costs and risks associated with participating in the commercial sustainable energy program established by this section, including risks related to the failure of the property owner to pay the benefit assessment. The bank shall disclose to the property owner the effective interest rate of the benefit assessment, including fees charged by the bank to administer the program, and the risks associated with variable interest rate financing. The bank shall notify the property owner that such owner may rescind any financing agreement entered into pursuant to this section not later than three business days after such agreement. (f) The bank shall set a fixed or variable rate of interest for the repayment of the benefit assessment amount at the time the benefit assessment is made. Such interest rate, as may be supplemented with state or federal funding as may become available, shall be sufficient to pay the financing and administrative costs of the commercial sustainable energy program, including delinquencies. (g) Benefit assessments levied pursuant to this section and the interest, fees and any penalties thereon shall constitute a lien against the qualifying commercial real property on which they are made until they are paid. Such lien, or if the financing agreement provides that the benefit assessments shall be paid in installments then each installment payment, shall be collected in the same manner as the property taxes of the participating municipality on real property, including, in the event of default or delinquency, with respect to any penalties, fees and remedies. Each such lien may be recorded and released in the manner provided for property tax liens, and, subject to the consent of existing mortgage holders, and shall take precedence over all other liens or encumbrances except a lien for taxes of the municipality on real property, which lien for taxes shall have priority over such benefit assessment lien. To the extent benefit assessments are paid in installments and any such installment is not paid when due, the benefit assessment lien may be foreclosed to the extent of any unpaid installment payments and any penalties, interest and fees related thereto. In the event such benefit assessment lien is foreclosed, such benefit assessment lien shall survive the judgment of foreclosure to the extent of any unpaid installment payments of the benefit assessment secured by such benefit assessment lien that were not the subject of such judgment. (h) Any participating municipality may assign to the bank any and all liens filed by the tax collector, as provided in the written agreement between the participating municipality and the bank. The bank may sell or assign, for consideration, any and all liens received from the participating municipality. The consideration received by the bank shall be negotiated between the bank and the assignee. The assignee or assignees of such liens shall have and possess the same powers and rights at law or in equity as the bank and the participating municipality and its tax collector would have had if the lien had not been assigned with regard to the precedence and priority of such lien, the accrual of interest and the fees and expenses of collection. The assignee shall have the same rights to enforce such liens as any private party holding a lien on real property, including, but not limited to, foreclosure and a suit on the debt. Costs and reasonable attorneys' fees incurred by the assignee as a result of any foreclosure action or other legal 78

79 proceeding brought pursuant to this section and directly related to the proceeding shall be taxed in any such proceeding against each person having title to any property subject to the proceedings. Such costs and fees may be collected by the assignee at any time after demand for payment has been made by the assignee. 79

80 EXHIBIT C FORM OF CERTIFICATE OF LEVY AND LIEN OF BENEFIT ASSESSMENT The undersigned Tax Collector of the City/Town of, Connecticut ( Municipality ), with an office at,, Connecticut, for and on behalf of the Connecticut Green Bank ( Green Bank ), with an office at 845 Brook Street, Rocky Hill, Connecticut 06067, pursuant to the Commercial Property Assessed Clean Energy Program established under Connecticut General Statutes Section 16a- 40g, as amended (the Act ), and the Municipal Agreement between the Municipality and Green Bank dated, 20, HEREBY LEVIES A BENEFIT ASSESSMENT AGAINST AND LIEN UPON certain real property as described more particularly in the attached Exhibit A (the Property ) of the Financing Agreement between (the Property Owner ) and Green Bank dated, 2014, and also commonly referred to as, situated in the Municipality and owned on the date hereof in whole or in part by the Property Owner for energy improvements made or to be made to the Property. The amount and repayment of said levy and lien, as determined by Green Bank and provided to Municipality, are as follows: an installment payment plan is in effect for payment of the benefit assessment, and is based on the principal amount of the benefit assessment of $, with interest thereon at a fixed rate equal to % per annum, plus any capitalized interest or any additional fees and expenses pursuant to the Financing Agreement, with equal installments of principal and interest due and payable. In the event that any such installment shall remain unpaid for thirty days after the same shall become due and payable, interest and other charges shall be charged upon the unpaid installment(s) at the rate of 18% per annum, as provided by the Act and by law. At such time as the principal and interest payments of the benefit assessment have been satisfied and paid in full, a release of this Certificate shall be filed in the Land Records of the Municipality evidencing such release. This Certificate constitutes a certificate of lien and is filed pursuant to the provisions of the Act to evidence a lien for the benefit assessment levied upon the Property for the special benefits conferred upon said Property by the renovation or retrofitting for energy improvements related thereto. Pursuant to the Act, this lien shall take precedence over all other liens or encumbrances except a lien for taxes of the Municipality on real property, which lien for taxes shall have priority over this lien. The portion of this Certificate which constitutes a levy of benefit assessment and notice of installment payment of benefit assessments is filed pursuant to the provisions of the Act and the Connecticut General Statutes, as amended. By order of the Tax Collector of the City/Town of. Dated at, Connecticut this day of, Tax Collector Received for Record:, 2014 at A.M./P.M. Recorded in the Land Records at Volume, Page City/Town Clerk 80

81 EXHIBIT D FORM OF ASSIGNMENT OF BENEFIT ASSESSMENT LIEN KNOW ALL PERSONS BY THESE PRESENTS, that the CITY/TOWN OF, a Connecticut municipal corporation (hereinafter referred to as Assignor ), acting herein by, its Tax Collector, duly authorized pursuant to a Municipal Agreement dated, 20, between the Assignor and the Connecticut Green Bank (hereinafter referred to as Assignee ), in consideration of One Dollar ($1.00) and other valuable consideration paid to Assignor by the Assignee, the receipt of which is hereby acknowledged, hereby quit-claims, grants, bargains, sells, conveys, assigns, transfers and sets over unto Assignee, without warranty covenants and without recourse, all of its right, title and interest in and to that certain benefit assessment lien and the debts secured thereby together with such interest, fees, and expenses of collection as may be provided by law, filed by the Tax Collector on the Land Records, on property owned on the date hereof in whole or in part by and as described on Exhibit A and also commonly referred to as, attached hereto and made a part hereof (the Lien ), to have and to hold the same unto the said Assignee, its successor and assigns forever. This Assignment is made, given and executed pursuant to the authority granted to Assignor as a municipality by Connecticut General Statutes Section 16a-40g, as amended. By execution of this Assignment, the Assignor assigns to Assignee, and the Assignee assumes, all of the rights at law or in equity, obligations powers and duties as the Assignor and the Assignor s Tax Collector would have with respect to the Lien, if the Lien had not been assigned with regard to precedence and priority of such lien, the accrual of interest, charges, fees and expenses of collection, pursuant to Connecticut General Statutes Section 16a-40g, as amended. This Assignment by the Assignor is absolute and irrevocable and the City/Town shall retain no interest, reversionary or otherwise, in the Lien. IN WITNESS WHEREOF, we have hereunto set our hands and seal this of, 20. Assignor By Tax Collector STATE OF CONNECTICUT) ss.: ) COUNTY OF ) On this the day of, 20, before me, the undersigned officer, personally appeared, Tax Collector, known to me (or satisfactorily proven) to be the person whose name is subscribed to the within instrument and acknowledged that he/she executed the same for the purposes therein contained and that he/she acknowledged the same to be his/her free act and deed, before me, in his/her capacity as said Tax Collector. Commissioner of the Superior Court 81

82 EXHIBIT E PERMITTED ENCUMBRANCES 82

83 EXHIBIT F BORROWER'S CERTIFICATE AND REQUEST FOR DISBURSEMENT Date: RE: Financing Agreement dated, 2014 Project: This Borrower s Certificate and Request for Disbursement is submitted by the Borrower to Green Bank in connection with the Benefit Assessment Advance made pursuant to a Financing Agreement between Green Bank and the Borrower, dated, 2014 (the Financing Agreement ). Capitalized terms used herein and not otherwise defined shall have their respective meanings set forth in the Financing Agreement. The Borrower hereby requests Green Bank to make a principal disbursement under the Benefit Assessment Advance (a Disbursement ) in the amount of $ which is to be funded as follows: Issue a check to the Borrower for reimbursement of proper costs Issue a check to the Contractor at: Full Legal Name: Address: Wire Transfer to the Borrower or Contractor (circle one) at: ABA Bank Name Bank Address Account Name Account Number Reference: To induce Green Bank to make the requested Disbursement, the Borrower hereby certifies, warrants and represents to Green Bank that: 1. The proceeds of this Disbursement will be used for the purposes detailed in Schedule 1 attached hereto, which shall have attached to it (A) copies of invoices and other evidence of the items to be paid or reimbursed and (B) if required by Green Bank, certifications from the Architect in form satisfactory to Green Bank. 2. The improvements will be completed as specified in the Financing Agreement. All proceeds of all prior Disbursements have been expended solely for the purposes for which they were requisitioned, and no proceeds of the current or any prior Disbursement have been or will be returned to the Borrower as a rebate, refund or otherwise. 3. The Borrower has paid all obligations incurred in connection with all work and materials supplied for the Project through the date of the last requisition. 4. The Borrower has not authorized, nor does the Borrower contemplate, any change-orders or other modifications to any contracts entered into in connection with the Project' s development costs that have not been authorized in writing by Green Bank. 83

84 5. The cost to complete the Project (including financing and other soft costs) is reasonably projected to be $, and the amount of the undisbursed portion of the Benefit Assessment Advance is therefore sufficient to complete the Project. 6. The projected completion date of the Project remains. 7. Each condition precedent to the making of this Disbursement under the Financing Agreement has been satisfied. 8. The Borrower has no knowledge or notice of any mechanics notices of intention, contracts, stop work notices, liens or claims for liens having been filed or threatened to be filed against the Project. The Borrower shall have furnished to Green Bank partial waivers and releases of liens (for labor, services or materials which have been performed and paid for or such lien waiver will be subject to payment) from the Contractor and all other contractors, subcontractors and suppliers performing labor, services or materials in connection with the Project, substantially in the form attached hereto as Schedule 2 9. All required licenses, approvals and permits covering or required for the development of the Project have been issued and are in force, and there are no actions pending or threatened to revoke, rescind, alter or declare invalid any such licenses, approvals or permits or any laws, ordinances, regulations, permits, variances, certificates or agreements for or relating to the Project. 10. No event of default under the terms of the Financing Agreement or any Transaction Document has occurred. 11. The Borrower is not a party to any lawsuit and the Borrower has no knowledge of any actions, suits or proceedings pending or threatened, against or affecting Borrower which could materially adversely affect the Borrower, any of its properties, its financial condition or which will hinder, delay, prevent or interfere with the construction of the Project. 12. There have been no material adverse changes in the financial condition of the Borrower since the date of the Financing Agreement that have not been previously disclosed in writing to Green Bank. Borrower: 13. A builder s risk (or hazard) insurance policy issued by Policy Number and complying with the terms of the Financing Agreement is presently in effect. By: Name: Title: 84

85 SCHEDULE 1 TO EXHIBIT F PURPOSE OF DISBURSEMENT Equipment/Service Amount Description For equipment*, circle one: 1. $ (Installed/Stored/Contractor Custody) Additional Information: For equipment*, circle one: 2. $ (Installed/Stored/Contractor Custody) Additional Information: For equipment*, circle one: 3. $ (Installed/Stored/Contractor Custody) Additional Information: Total Amount: $ *For any equipment expenses answer the following question(s) by circling the appropriate answer in the Description column: Is the equipment installed on the Property? (Y/N) If No, is the equipment stored on the Property or in a bonded warehouse? (Y/N) If No, is the equipment in the custody of the Contractor? (Y/N) When is the equipment expected to be delivered and/or installed on the Property? 85

86 Schedule 2 TO EXHIBIT F FORM OF PARTIAL LIEN WAIVER AND RELEASE Contractor: (the Contractor ) Property Address: (the Property ) 1. Contractor is the contractor pursuant to an agreement dated, (the "Contract") entered into by and between Contractor and (the Owner ) in connection with the renovation or retrofit of the Property to reduce energy consumption or to install renewable energy systems at the Property (the Project ). 2. This Partial Lien Waiver and Release is delivered in consideration of a progress payment of $ ("Payment") under the Contract for labor performed and/or materials supplied by the Contractor through, (the "Waiver Date"). 3. The Contractor and the individual signing on behalf of the Contractor warrant and represent that: (i) all taxes applicable to the materials furnished and the work performed under the Contract have been fully paid and (ii) all laborers, mechanics, subcontractors of any tier, materialmen and suppliers for all work done and for all materials, machinery, equipment, fixtures, tools, scaffolding and appliances furnished for the performance of the Contract and for any other indebtedness connected therewith have been paid in full to the date hereof. The undersigned acknowledges and agrees that Green Bank, the Owner, lessees, lessors, mortgage holders, lenders, and any other persons or entities claiming an interest in connection with the Project or the Property, and any person or entity associated with the foregoing, may rely on the statements, agreements, and representations made by the undersigned herein. 4. The Contractor, for itself, its successors, and on behalf of all persons able to claim through or under the Contractor hereby: (a) waives, relinquishes and releases Owner, its sureties, if any, and the Property from all mechanic' s liens, claims of mechanic' s lien, and claims against labor and material payment bonds that Contractor has for the labor and materials furnished to the Project or Property through the Waiver Date; (b) releases Owner, and the Property of and from all, and all manner of action and actions, cause and causes of actions, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in laws, in admiralty, or in equity from the beginning of the world to the Waiver Date; and (c) agrees to save harmless Green Bank and Owner from all liability, costs and expenses, including reasonable attorney' s fees to discharge (by bond or otherwise) any such mechanic' s lien or claim of mechanic' s lien, to defend suit to enforce or foreclose upon any such mechanic' s lien, claim of mechanic' s lien, or bond substituted for such mechanic' s lien, and to defend suit to enforce any such labor and material payment bond. 5. This Partial Release and Lien Waiver is intended to be enforceable to the fullest extent permitted by law and shall be governed under the laws of the State of Connecticut. Should any term or provision herein 86

87 be determined to be unenforceable or otherwise rendered null or void as a matter of law, the terms and provisions hereof shall be deemed modified only to the most limited extent necessary to render this Partial Release and Lien Waiver enforceable to the fullest extent permitted by law. Dated: Contractor: By: Name: Title: 87

88 EXHIBIT G-1 STATE OF CONNECTICUT NONDISCRIMINATION CERTIFICATION Affidavit By Entity For Contracts Valued at $50,000 or More Documentation in the form of an affidavit signed under penalty of false statement by a chief executive officer, president, chairperson, member, or other corporate officer duly authorized to adopt corporate, company, or partnership policy that certifies the contractor complies with the nondiscrimination agreements and warranties under Connecticut General Statutes 4a-60(a)(1) and 4a-60a(a)(1), as amended INSTRUCTIONS: For use by an entity (corporation, limited liability company, or partnership) when entering into any contract type with the State of Connecticut valued at $50,000 or more for any year of the contract. Complete all sections of the form. Sign form in the presence of a Commissioner of Superior Court or Notary Public. Submit to the awarding State agency prior to contract execution. AFFIDAVIT: I, the undersigned, am over the age of eighteen (18) and understand and appreciate the obligations of an oath. I am of, an entity Signatory s Title Name of Entity duly formed and existing under the laws of. Name of State or Commonwealth I certify that I am authorized to execute and deliver this affidavit on behalf of and that Name of Entity Name of Entity has a policy in place that complies with the nondiscrimination agreements and warranties of Connecticut General Statutes 4a-60(a)(1)and 4a-60a(a)(1), as amended. Authorized Signatory Printed Name Sworn and subscribed to before me on this day of, 20. Commissioner of the Superior Court/ Notary Public Commission Expiration Date 88

89 EXHIBIT G-2 CERTIFICATION REGARDING INVESTMENTS IN IRAN (Public Act No ) For certain contracts or series or combination of contracts with a total value of more than $500,000 in a calendar or fiscal year CHECK ONE: Initial Certification Amendment or Renewal As used in this affidavit and certification, the following terms have the meaning set forth below: 1. Entity means any corporation, general partnership, limited partnership, limited liability partnership, joint venture, nonprofit organization or other business organization whose principal place of business is located outside of the United States, but excludes any United States subsidiary of a foreign corporation. 2. Large State Contract means an agreement or a combination or series of agreements between a state agency or a quasi-public agency and a person, firm or corporation, having a total value of more than five hundred thousand dollars in a calendar or fiscal year, for (A) a project for the construction, alteration or repair of any public building or public work, (B) services, including, but not limited to, consulting and professional services, (C) the procurement of supplies, materials or equipment, (D) a lease, or (E) a licensing arrangement. The term large state contract does not include a contract between a state agency or a quasi-public agency and a political subdivision of the state. 3. Quasi-public agency has the same meanings as provided in Section 1-79 of the Connecticut General Statutes. 4. Respondent means the name of the entity which is entering into a large state contract with the Quasi-public agency. CHECK APPLICABLE BOX: Respondent s principal place of business is located within the United States or Respondent is a United States subsidiary of a foreign corporation. Respondents who check this box are not required to complete the certification portion of this form below but must still submit this form prior to submitting a bid or proposal for a large state contract. Signed: Date: Respondent s principal place of business is located outside of the United States and it is not a United States subsidiary of a foreign corporation. Respondents who check this box are required to complete the certification portion of this form below and must submit the form prior to submitting a bid or proposal for a large state contract. CERTIFICATION: Respondent has not made a direct investment of twenty million dollars or more in the energy sector of Iran on or after October 1, 2013, as described in Section 202 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of Respondent has either made a direct investment of twenty million dollars or more in the energy sector of Iran on or after October 1, 2013, as described in Section 202 of the Comprehensive Iran Sanctions, Accountability and Divestment Act of 2010, or Respondent has made such an investment prior to October 1, 2013 and has now increased or renewed such an investment on or after October 1, 2013, or both. Sworn as true to the best of my knowledge and belief, subject to the penalties of false statement. Signed: Date: Subscribed and sworn to before me, this day of, 20. Commissioner of the Superior Court (or Notary Public) 89

90 EXHIBIT G-3 AFFIDAVIT REGARDING CONSULTING AGREEMENTS (Conn. Gen. Stat. 4a-81) For contracts valued at $50,000 or more in any calendar or fiscal year Consultant hereby swears and attests as true to the best knowledge and belief of the person signing below that no consulting agreement, as defined in Conn. Gen. Stat. 4a-81, has been entered into in connection with the Agreement. Consultant agrees to amend this affidavit if and when any consulting agreement is entered into during the term of the Agreement, as set forth in Conn. Gen. Stat. 4a-81(b)(4). Sworn as true to the best of my knowledge and belief, subject to the penalties of false statement. Signed: Date: Subscribed and sworn to before me, this day of, 20. Commissioner of the Superior Court (or Notary Public) 90

91 EXHIBIT H BENEFIT ASSESSMENT INSTALLMENT PAYMENT SCHEDULE 91

92 EXHIBIT I CONSTRUCTION CONTRACT 92

93 EXHIBIT J SEEC FORM 11 NOTICE TO EXECUTIVE BRANCH STATE CONTRACTORS AND PROSPECTIVE STATE CONTRACTORS OF CAMPAIGN CONTRIBUTION AND SOLICITATION BAN This notice is provided under the authority of Connecticut General Statutes 9-612(f)(2) and is for the purpose of informing state contractors and prospective state contractors of the following law (italicized words are defined below): Campaign Contribution and Solicitation Ban No state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contracto r, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall make a contribution to, or solicit contributions on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee; In addition, no holder or principal of a holder of a valid prequalification certificate, shall make a contribution to, or solicit contributions on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of State senator or State representative, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee. On and after January 1, 2011, no state contractor, prospective state contractor, principal of a state contractor or principal of a prospective state contractor, with regard to a state contract or state contract solicitation with or from a state agency in the executive branch or a quasi-public agency or a holder, or principal of a holder of a valid prequalification certificate, shall knowingly solicit contributions from the state contractor' s or prospective state contractor' s employees or from a subcontractor or principals of the subcontractor on behalf of (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee. Duty to Inform State contractors and prospective state contractors are required to inform their principals of the above prohibitions, as applicable, and the possible penalties and other consequences of any violation thereof. Penalties for Violations Contributions or solicitations of contributions made in violation of the above prohibitions may result in the following civil and criminal penalties: Civil penalties--$2000 or twice the amount of the prohibited contribution, whichever is greater, against a principal or a contractor. Any state contractor or prospective state contractor which fails to make reasonable efforts to comply with the provisions requiring notice to its principals of these prohibitions and the possible consequences of their violations may also be subject to civil penalties of $2000 or twice the amount of the prohibited contributions made by their principals. Criminal penalties Any knowing and willful violation of the prohibition is a Class D felony, which may subject the violator to imprisonment of not more than 5 years, or $5000 in fines, or both. Contract Consequences Contributions made or solicited in violation of the above prohibitions may result, in the case of a state contractor, in the contract being voided. Contributions made or solicited in violation of the above prohibitions, in the case of a prospective state contractor, shall result in the contract described in the state contract solicitation not being awarded to the prospective state contractor, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. The State will not award any other state contract to anyone found in violation of the above prohibitions for a period of one year after the election for which such contribution is made or solicited, unless the State Elections Enforcement Commission determines that mitigating circumstances exist concerning such violation. Additional information may be found on the website of the State Elections Enforcement Commission, Click on the link to Lobbyist/Contractor Limitations. 93

94 CERTIFICATION REGARDING CAMPAIGN CONTRIBUTIONS (Conn. Gen. Stat ) For certain contracts valued at $50,000 or more, or a combination or series of contracts valued at $100,000 or more in a calendar year I certify that neither Contractor nor any of its principals, as defined in Conn. Gen. Stat (f)(1), with regard to the Contract or the Contract solicitation, has made any campaign contributions to, or, on or after January 1, 2011, knowingly solicited any contributions on behalf of, (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of Governor, Lieutenant Governor, Attorney General, State Comptroller, Secretary of the State or State Treasurer, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee, in violation of Conn. Gen. Stat (f)(2)(A). I further certify that neither Contractor nor any of its principals, as defined in Conn. Gen. Stat (f)(1), with regard to a state contract or a state contract solicitation with or from the General Assembly, has made any campaign contributions to, or, on or after January 1, 2011, knowingly solicited any contributions on behalf of, (i) an exploratory committee or candidate committee established by a candidate for nomination or election to the office of state senator or state representative, (ii) a political committee authorized to make contributions or expenditures to or for the benefit of such candidates, or (iii) a party committee, in violation of Conn. Gen. Stat (f)(2)(B). I further certify that all lawful campaign contributions that have been made on or after December 31, 2006 by Contractor or any of its principals, as defined in Conn. Gen. Stat (f)(1), to, or solicited on behalf of, any exploratory committee, candidate committee, political committee, or party committee established by, or supporting or authorized to support any candidates for statewide public office or the General Assembly, are listed below: Lawful Campaign Contributions to Candidates for Statewide Public Office: Contribution Date Name of Contributor Recipient Value Description Lawful Campaign Contributions to Candidates for the General Assembly: Contribution Date Name of Contributor Recipient Value Description I further acknowledge receipt of SEEC Form 11, Notice to Executive Branch State Contractors and Prospective State Contractors of Campaign Contributions and Solicitation Limitations attached hereto. Signed: 94 Date:

95 Definitions: State contractor means a person, business entity or nonprofit organization that enters into a state contract. Such person, business entity or nonprofit organization shall be deemed to be a state contractor until December thirty-first of the year in which such contract terminates. State contractor does not include a municipality or any other political subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or an employee in the executive or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and only in such person' s capacity as a state or quasi-public agency employee. Prospective state contractor means a person, business entity or nonprofit organization that (i) submits a response to a state contract solicitation by the state, a state agency or a quasi-public agency, or a proposal in response to a request for proposals by the state, a state agency or a quasi-public agency, until the contract has been entered into, or (ii) holds a valid prequalification certificate issued by the Commissioner of Administrative Services under section 4a-100. Prospective state contractor does not include a municipality or any other political subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or an employee in the executive or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and only in such person' s capacity as a state or quasipublic agency employee. Principal of a state contractor or prospective state contractor means (i) any individual who is a member of the board of directors of, or has an ownership interest of five per cent or more in, a state contractor or prospective state contractor, which is a business entity, except for an individual who is a member of the board of directors of a nonprofit organization, (ii) an individual who is employed by a state contractor or prospective state contractor, which is a business entity, as president, treasurer or executive vice president, (iii) an individual who is the chief executive officer of a state contractor or prospective state contractor, which is not a business entity, or if a state contractor or prospective state contractor has no such officer, then the officer who duly possesses comparable powers and duties, (iv) an officer or an employee of any state contractor or prospective state contractor who has managerial or discretionary responsibilities with respect to a state contract, (v) the spouse or a dependent child who is eighteen years of age or older of an individual described in this subparagraph, or (vi) a political committee established or controlled by an individual described in this subparagraph or the business entity or nonprofit organization that is the state contractor or prospective state contractor. State contract means an agreement or contract with the state or any state agency or any quasi-public agency, let through a procurement process or otherwise, having a value of fifty thousand dollars or more, or a combination or series of such agreements or contracts having a value of one hundred thousand dollars or more in a calendar year, for (i) the rendition of services, (ii) the furnishing of any goods, material, supplies, equipment or any items of any kind, (iii) the construction, alteration or repair of any public building or public work, (iv) the acquisition, sale or lease of any land or building, (v) a licensing arrangement, or (vi) a grant, loan or loan guarantee. State contract does not include any agreement or contract with the state, any state agency or any quasi-public agency that is exclusively federally funded, an education loan, a loan to an individual for other than commercial purposes or any agreement or contract between the state or any state agency and the United States Department of the Navy or the United States Department of Defense. State contract solicitation means a request by a state agency or quasi-public agency, in whatever form issued, including, but not limited to, an invitation to bid, request for proposals, request for information or request for 95

96 quotes, inviting bids, quotes or other types of submittals, through a competitive procurement process or another process authorized by law waiving competitive procurement. Managerial or discretionary responsibilities with respect to a state contract means having direct, extensive and substantive responsibilities with respect to the negotiation of the state contract and not peripheral, clerical or ministerial responsibilities. Dependent child means a child residing in an individual' s household who may legally be claimed as a dependent on the federal income tax return of such individual. Solicit means (A) requesting that a contribution be made, (B) participating in any fundraising activities for a candidate committee, exploratory committee, political committee or party committee, including, but not limited to, forwarding tickets to potential contributors, receiving contributions for transmission to any such committee, serving on the committee that is hosting a fundraising event, introducing the candidate or making other public remarks at a fundraising event, being honored or otherwise recognized at a fundraising event, or bundling contributions, (C) serving as chairperson, treasurer or deputy treasurer of any such committee, or (D) establishing a political committee for the sole purpose of soliciting or receiving contributions for any committee. Solicit does not include (i) making a contribution that is otherwise permitted under this chapter, (ii) informing any person of a position taken by a candidate for public office or a public official, (iii) notifying the person of any activities of, or contact information for, any candidate for public office, (iv) serving as a member in any party committee or as an officer of such committee that is not otherwise prohibited in this subdivision, or (v) mere attendance at a fundraiser. Subcontractor means any person, business entity or nonprofit organization that contracts to perform part or all of the obligations of a state contractor' s state contract. Such person, business entity or nonprofit organization shall be deemed to be a subcontractor until December thirty-first of the year in which the subcontract terminates. Subcontractor does not include (i) a municipality or any other political subdivision of the state, including any entities or associations duly created by the municipality or political subdivision exclusively amongst themselves to further any purpose authorized by statute or charter, or (ii) an employee in the executive or legislative branch of state government or a quasi-public agency, whether in the classified or unclassified service and full or part-time, and only in such person' s capacity as a state or quasi-public agency employee. Principal of a subcontractor means (i) any individual who is a member of the board of directors of, or has an ownership interest of five per cent or more in, a subcontractor, which is a business entity, except for an individual who is a member of the board of directors of a nonprofit organization, (ii) an individual who is employed by a subcontractor, which is a business entity, as president, treasurer or executive vice president, (iii) an individual who is the chief executive officer of a subcontractor, which is not a business entity, or if a subcontractor has no such officer, then the officer who duly possesses comparable powers and duties, (iv) an officer or an employee of any subcontractor who has managerial or discretionary responsibilities with respect to a subcontract with a state contractor, (v) the spouse or a dependent child who is eighteen years of age or older of an individual described in this subparagraph, or (vi) a political committee established or controlled by an individual described in this subparagraph or the business entity or nonprofit organization that is the subcontractor. 96

97 EXHIBIT K UTILITY DATA RELEASE FORM Utility and Fuel Supplier Information Electric Utility: Account #: Gas Utility: Account #: Other Fuel Supplier: Oil Propane Account #: If necessary, attach additional account numbers to this form. Utility and Fuel Supplier and Program Information Release Entity Doing Business on the Property ( Company ) C-PACE Borrower ( Borrower ) (only necessary if different from C-PACE Borrower) Company Name: Borrower Name: Company Address: Borrower Address: PROJECT INFORMATION RELEASE As a participant in the Connecticut Property Assessed Clean Energy (C-PACE) program and pursuant to Section 3.1(g) of the Financing Agreement between the Connecticut Green Bank ( Green Bank ) and the Borrower dated, 2014 (the Agreement ), I certify that I am a duly authorized representative of the Company/Borrower and hereby authorize and give permission to the utilities and/or fuel suppliers named above to release the Green Bank and to any of its program partners, for confidential use in connection with recording and calculating energy savings resulting from clean energy measures made pursuant to the Agreement at the Utility Service Address identified below. This permission is given for: 1) The monthly charges and totals for fuels and/or utilities for the Release Period set forth below; and 2) Any supporting project documentation pertaining to calculating energy savings for efficiency measures. In addition to the use of this Data for the Project, the Data may also be anonymized and aggregated to be used for non-commercial research purposes. RELEASE PERIOD This authorization covers Data for the period starting with the completion of the project and ending on the date of the complete repayment of the benefit assessment pursuant to the Agreement. I hereby release and hold harmless the Green Bank, any Green Bank program partners, the above-named utilities and energy suppliers, and their affiliates, employees, officers and agents from any and all liability associated with the dissemination and use of such account and program information and this authorization. An electronic copy of this authorization may be accepted with the same authority as the original. 97

98 Signature: Date: Printed Name: & Phone Number: Mailing Address (if different): Utility Service Address (if different): 98

99 EXHIBIT L COMPLETION CERTIFICATE (the Borrower ) hereby certifies that the Project, as such term is defined in the Financing Agreement entered into by and between the Borrower and Green Bank dated, 2014 (the Financing Agreement ) has been completed at (the Property ) in strict compliance with the requirements of the Financing Agreement and the Construction Contract entered into by and between the Borrower and ( the Contractor ) dated (the Construction Contract ). Note: Capitalized terms used but not defined in this Completion Certificate have the meaning assigned to them in the Financing Agreement to which this Exhibit L is attached and of which it forms a part. I HEREBY CERTIFY: 1. The Contractor has completed the work in accordance with the terms of the Construction Contract that I have entered into and executed. I have no service requests and no unresolved complaints regarding the work performed. 2. The Project was completed in accordance with the Plans, Permits and Budget approved by Green Bank. 3. I have complied with, and will continue to comply with, all applicable statutes, regulations and ordinances in connection with the Property and construction of the Project. 4. I hold fee ownership in the Property on which the Project was completed. 5. The Contractor has not offered me any payment, refund, or any commission in return for completing the Project. 6. All funds provided to the Borrower by Green Bank for this Project have been used in accordance with the Financing Agreement and all sources and uses of funds as set forth and described in the Appendix of this Exhibit are correct. NOTICE: DO NOT SIGN THIS COMPLETION CERTIFICATE UNLESS YOU AGREE TO EACH OF THE ABOVE STATEMENTS. CHIEF FINANCIAL OFFICER 2 : CONTRACTOR: By: By: Title: Title: 2 This certification signed by the Borrower s Chief Financial Officer or equivalent position is a requirement of Conn. Gen. Stat n(f)(3). 99

100 EXHIBIT L Appendix SOURCES AND USES OF FUNDS 100

101 EXHIBIT M FORM OF FINAL LIEN WAIVER AND RELEASE Contractor: (the Contractor ) Property Address: (the Property ) 1. Contractor is the contractor pursuant to an agreement dated, (the "Contract") entered into by and between Contractor and (the Owner ) in connection with the renovation or retrofit of the Property to reduce energy consumption or to install renewable energy systems at the Property (the Project ). 2. This Final Lien Waiver and Release is delivered in consideration of a final payment of $ ("Payment") under the Contract for labor performed and/or materials supplied by the Contractor in connection with the Project. 3. The Contractor and the individual signing on behalf of the Contractor warrant and represent that: (i) all taxes applicable to the materials furnished and the work performed under the Contract have been fully paid and (ii) all laborers, mechanics, subcontractors of any tier, materialmen and suppliers for all work done and for all materials, machinery, equipment, fixtures, tools, scaffolding and appliances furnished for the performance of the Contract and for any other indebtedness connected therewith have been paid in full to the date hereof. The undersigned acknowledges and agrees that Green Bank, the Owner, lessees, lessors, mortgage holders, lenders, and any other persons or entities claiming an interest in connection with the Project or the Property, and any person or entity associated with the foregoing, may rely on the statements, agreements, and representations made by the undersigned herein. 4. The Contractor, for itself, its successors, and on behalf of all persons able to claim through or under the Contractor hereby: (a) Waives, relinquishes and releases Owner, its sureties, if any, and the Property from all mechanic' s liens, claims of mechanic' s lien, and claims against labor and material payment bonds that Contractor has for the labor and materials furnished to the Project or Property; (b) Releases Owner, and the Property of and from all, and all manner of action and actions, cause and causes of actions, suits, debts, dues, sums of money, accounts, reckoning, bonds, bills, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, claims, and demands whatsoever, in laws, in admiralty, or in equity from the beginning of the world to the date hereof; and (c) Agrees to save harmless Green Bank and Owner from all liability, costs and expenses, including reasonable attorney' s fees to discharge (by bond or otherwise) any such mechanic' s lien or claim of mechanic' s lien, to defend suit to enforce or foreclose upon any such mechanic' s lien, claim of mechanic' s lien, or bond 101

102 substituted for such mechanic' s lien, and to defend suit to enforce any such labor and material payment bond. 5. This Final Release and Lien Waiver is intended to be enforceable to the fullest extent permitted by law and shall be governed under the laws of the State of Connecticut. Should any term or provision herein be determined to be unenforceable or otherwise rendered null or void as a matter of law, the terms and provisions hereof shall be deemed modified only to the most limited extent necessary to render this Final Release and Lien Waiver enforceable to the fullest extent permitted by law. Dated: Contractor: By: Name: Title: 102

103 Appendix F: TECHNICAL STANDARDS I. Overview II. Project Evaluation and Review Process III. Energy Baseline IV. Energy Audit & Renewable Energy Feasibility Requirements V. Eligible / Ineligible Measures VI. Performance Measurement & Verification of Energy Savings VII. Data Management, Program Information Management, Reporting and Analytics VIII. Project Application Checklist for Full Technical Review IX. Utility and Fuel Supplier Historical Usage and Project Data Information Release Form I - Overview The methodology in these technical standards is designed to provide a flexible framework within which to qualify and manage the myriad eligible energy improvement projects applying for C-PACE financing. These standards utilize a dual track for application review to be conducted by The Connecticut Green Bank through its Technical Administrator. FAST TRACK review will likely be chosen for: Solar Lite and Boiler Lite applications Less technically complex projects that may involve, for example, a targeted ECM (such as replacement of an old inefficient boiler with a new high efficiency boiler or installation of a solar PV system); or, Connecticut Energy Efficiency Fund (CEEF) approved projects. Projects not eligible for FAST TRACK review will undergo a more comprehensive review ( Full Assessment ). In all cases, information obtained from the responsible parties including the application, technical documents, project implementation schedule, and energy savings measurement and verification (M&V) plan will be entered into the web-based C-PACE Data Management Platform (CDMP). The CDMP platform will facilitate uploading of key project data from responsible parties via excel spreadsheets and appending supporting documents in PDF file format. This data will also support the technical and financial underwriting process required to meet the reporting requirements of the multiple interdependent stakeholders, including but not limited to The Connecticut Green Bank management, lenders, building owners/managers and/or insurers. 103

104 The technical methodology incorporated into the review process relies upon three established industry protocols: 1. ASTM E , Building Energy Performance Assessment (BEPA) Standard directed at data collection and baseline calculations for the energy audit; 2. ASHRAE Level I, Level II and Level III Energy Audit Guidelines; and 3. International Performance Measurement and Verification Protocol (IPMVP) for measurement and verification of the energy savings. II Candidate Project Evaluation and Review Process Project proposals will be classified into one of the following four categories: 1) project proposals focused on replacement/upgrading of a specific building energy-using component or installation of a common type renewable energy system ( targeted ECM ); 2) CEEF-approved projects seeking C-PACE financing; 3) project proposals identifying multiple ECMs to improve the building s energy performance 4) project proposals without a specific plan, but with a goal to improve the building s energy performance. Project proposals in categories (1) and (2) will be eligible for the Fast Track review process. Project proposals in category (3) are required to undergo a Full Assessment. Project proposals in category (4) will require an energy audit to recommend appropriate ECM(s). Final approval on the candidate s project review path is the responsibility of The Connecticut Green Bank. Full Assessment Projects undergoing comprehensive review will be screened to eliminate projects unable to meet an SIR>1. This determination is based on the applicant s input into the CDMP of building energy use and cost data collected according to the ASTM E ( ASTM BEPA ) standard protocol in conjunction with an ASHRAE Level I (or equivalent) energy audit. The CDMP will also assess how the building s current energy use intensity (kbtu/ft2/yr) and energy cost ($/ft2/yr) compares with relevant peer buildings ( benchmarking ). If an energy audit (or equivalent) has not been conducted, the applicant will be advised to conduct such (refer to Section IV of this appendix). The audit, conducted by a qualified energy auditor, should establish a representative baseline, identify and recommend ECMs, estimate the useful life of each ECM, determine total project capital cost and the expected energy savings that can confidently be achieved, evaluate the project s key financial metrics, and provide an energy savings measurement and verification (M&V) plan. All Full Assessment applications must be prepared and submitted by an energy engineer or by a team including an energy engineer. An energy engineer is defined as a professional holding a Certified Energy Manager or Certified Energy Auditor accreditation, a Professional Engineer with demonstrated relevant energy experience, or a contractor with relevant demonstrated experience as determined by the C-PACE Technical Administrator. It is expected that most energy audits will be ASHRAE Level II audits. The energy audit level (ASHRAE Level I, II or Level III or 104

105 equivalent) will be influenced by a number of factors, including but not limited to, a project s anticipated total capital investment and/or financing and insurance partner requirements. All key project data is entered in the C-PACE Data Management Platform (CDMP) by those responsible for the various tasks. At the minimum, this platform will contain information collected from the applicant s submittal, the energy audit, the project development and review process, project installation and energy savings M&V. The platform will also facilitate reporting to stakeholders, including, but not limited to, The Connecticut Green Bank management, lenders, building owners/managers and/or insurers. FAST TRACK Review If a targeted inefficient energy-using system is being replaced (for example, a boiler replacement/natural gas conversion or if the facility is proposing to install a common type renewable energy system (e.g. solar PV), or if the project already has been approved by CEEF, then The Connecticut Green Bank may employ the FAST TRACK review process. The FAST TRACK process reduces the level of soft costs incurred by the applicant and accelerates the review process to reach C-PACE financing. The process differs from the Full Assessment process in that there is no need for a comprehensive energy audit. The applicant s proposal is reviewed and confirmed by the Technical Administrator. Additional information may be requested from the applicant to facilitate the review process. For example, updated building energy use data may be requested and input into the CDMP. III - Setting the Energy Use Baseline ASTM BEPA The ASTM Building Energy Performance Assessment (BEPA) protocol established a standardized methodology for building energy use data collection, compilation and analysis. The methodology is intended to fill data collection and analysis gaps in the ASHRAE energy audit guidelines and establish a sound, representative building energy use baseline. The ASTM BEPA methodology standardized a number of major variables associated with data collection and analysis. This overarching methodology dictates the data and history that should be collected at each site. To meet ASTM E requirements, the preferred length of time that baseline data must be collected is three years, assuming it is available, or back to the last major renovation if completed in less than three years, with a minimum of one year of data. A major renovation is defined in the standard as any change that either involves expansion (or reduction) of the building s gross floor area by 10% or more, or impacts total building energy use by more than 10%. Electricity data may be obtained online via the utility green button after the account owner has waived its right to access the data through signing of a release waiver (a copy of the release waiver is included in this section under Section IX of this Appendix). 105

106 For buildings where it is impossible or prohibitively difficult to obtain the required historical energy consumption data, the following methodologies may be utilized for establishing baseline building energy use. 1) Fully or partially vacant existing building whose use is not expected to change If an existing building is partially vacant and the use is not expected to change (e.g., office space stays as office space, etc.), it may be possible to use the utility data from the occupied space and extrapolate energy consumption to the full space as if it was 100% occupied. A building energy use simulation model may then be used to estimate the energy use under the post-ecm scenario and compare this to the baseline to project the energy savings. If the existing building is currently vacant and has been vacant for some time, and there is no utility data available, then the existing space may be modeled (building energy use simulation model, such as equest, EnergyPlus, or equivalent) with the existing equipment (e.g., HVAC, windows, etc.), but operating in the manner it would be operating under the expected use (the number of people occupying the building, the hours of operation, etc.). This would establish the baseline energy use. The model can then be used to project energy use under the post-ecm scenario and compare this to the baseline to project the energy savings. 2) Buildings undergoing repositioning or new use If an existing building is undergoing repositioning or being developed into a new use (e.g., industrial space becoming office space such as might be found at a brownfields site where the existing building previously had industrial use but is being redeveloped into office space), a building energy use simulation model (e.g., equest, EnergyPlus, or equivalent) can be used to project the baseline energy consumption associated with the new use, assuming for the baseline that the energy-using equipment meets the current CT energy code (2009 IECC with amendments). The building can then be modeled with high efficiency systems (above code). The difference (energy improvement) between the two scenarios would be viewed as the energy savings against which the cost of improvements would be weighed in the SIR calculation. 3) Multi-tenant buildings, such as retail, office residential, etc. where the tenants are sub-metered and pay their own electricity In multi-tenant buildings where it is prohibitively difficult to obtain the meter data of all tenants (e.g. ten or more meters), C-PACE applicants may use the building s aggregate energy use, which may be supplied by the utilities via a signed waiver from the property owner. This would represent the building s pre- ECM baseline. The alternative is to collect whatever tenant energy use data is voluntarily offered and use this to model the building s energy use. To use this option, a minimum of 10% of the tenants must contribute energy use data. Once the baseline is established, a calibrated building energy use simulation model can then be used to project energy use post-ecms. The difference (energy improvement) 106

107 between the two scenarios would be the energy savings. Tenants may be willing to authorize the building owner to access their energy use because they would be getting the benefits of the energy improvements and be receiving lower energy bills. The Connecticut Green Bank has the ultimate responsibility and sole discretion to approve the appropriate energy use baseline for a particular project, depending upon the nature of the proposed project and supporting information. IV -Energy Audit and Renewable Energy Feasibility Requirements As a condition of financing, C-PACE legislation requires the energy audit or renewable energy feasibility analysis be conducted by a qualified individual.* The principal objectives of the energy audit are to: Identify a representative baseline consistent with ASTM E ; Identify and recommend, in collaboration with the property owner/manager, C-PACE-eligible ECMs Estimate the effective useful life of each ECM; Estimate the total installed cost of each ECM; Estimate the total project capital cost; Identify the uncertainty associated with the methodology used to establish ECM cost; Determine the energy savings that can confidently be achieved (energy savings should be determined by the difference between projected energy use after the ECMs are installed and the projected baseline energy use under similar conditions); Identify the uncertainty associated with the methodology used to project ECM energy savings; Identify an appropriate commissioning and energy savings M&V plan; and Determine the project s key financial metrics, including ROI, IRR, NPV, SIR, cash flow and payback time based on the anticipated term of the C-PACE loan (the financial analysis performed should reflect any rebates or incentives). * All audits for Full Assessment applications must be prepared and submitted by an energy engineer or by a team including an energy engineer. An energy engineer is defined as a professional holding a Certified Energy Manager or Certified Energy Auditor accreditation, a Professional Engineer with demonstrated relevant energy experience, or a contractor with relevant demonstrated experience as determined by the Technical Administrator. The principal objectives of the renewable energy feasibility study are to: Identify major building energy-use systems; Identify electricity metering (number of boxes, location, etc.); Identify the utility electricity rate structure for the property; Collect historic (past three years) electricity use and cost (in accordance with ASTM E ); 107

108 Describe the proposed renewable energy system; Identify and evaluate site suitability for the renewable energy system; Assess system expected performance and requirements to maintain optimized operation; Compare system expected performance against total energy demand of the building; Identify performance guarantees and effective useful life; Assess total project capital cost; Analyze building energy savings including assumptions on avoided future utility electricity costs including assumed rate escalation (specifically discussing demand charge reduction and electricity cost savings basis); Identify an appropriate Commissioning/M&V plan; and Determine the project s key financial metrics, including ROI, IRR, cash flow, NPV, life cycle savings, savings-to-investment ratio and payback time based on the effective useful life of the renewable energy system (the financial analysis performed should reflect any rebates or incentives, REC credits/sale, potential excess electricity sale back to the grid, etc.). In estimating the total project cost eligible for C-PACE funding (including up-front energy audits or renewable energy feasibility studies, the design and installation of the energy improvements, and verification of the energy savings achieved), the energy auditor may also include the cost of a preventive maintenance contract for the energy improvements, up to but not exceeding a five (5) year contract. Completed energy audit data is to be populated in CDMP to enable The Connecticut Green Bank to validate that the scope of work met the required technical standards, ECMs met C-PACE program eligibility requirements, the recommended ECMs were technically and financially feasible, and all stakeholder underwriting data needs were satisfied. ASHRAE Level I Energy Audit An ASHRAE Level I energy audit consists of 1) a walk-through analysis to assess a building s energy cost, 2) a utility bill analysis to assess its efficiency (using ASTM BEPA Methodology to establish the building s baseline energy use), and 3) conducting a brief on-site survey of the building. The walk-through may be targeted at a specific building component that is intended to be replaced or upgraded or added (such as in the case of installing a solar energy system) or may include checking all major energy-using systems. Operational metrics of building equipment are typically limited to data collection of nameplates, but may be more detailed if that data are readily available. Level I energy analysis should at the minimum identify ECMs and the associated potential energy savings, the estimated cost of the ECMs, and specify where further consideration and more rigorous investigation is warranted. ASHRAE Level II Energy Audit An ASHRAE Level II energy audit is a more detailed investigation and includes a more comprehensive building survey and energy analysis than a Level I audit. It also includes more detailed financial analysis. In addition to nameplate data collection, empirical data may also be acquired through various field measurements using 108

109 handheld devices. The Level II audit should at the minimum identify and provide the investment and cost savings analysis of all recommended ECMs that meet The Connecticut Green Bank s and the owner s constraints and economic criteria, along with a discussion of any changes to operation and maintenance procedures. Detailed financial analysis includes ROI, IRR, NPV and payback period determination reflecting C-PACE financing. Sufficient detail on projected energy savings is provided to justify project implementation. ASHRAE Level III Energy Audit The ASHRAE Level III energy audit (often referred to as an investment grade audit ) is generally applicable to projects that are very capital intensive and demand more detailed field data gathering as well as more rigorous engineering analysis. The Level III energy audit provides even more comprehensive project investment and cost savings calculations to bring a higher level of confidence that may be required for major capital investment decisions. Data collection may involve field measurements acquired through data loggers and/or an existing energy management system. V Eligible / Ineligible Measures Common Eligible Energy Conservation Measures Pursuant to C-PACE legislation, the project, including all eligible measures, must achieve an SIR > 1. Non energysaving measures directly related to installation of an ECM may be determined as eligible and included in the financing insofar as the project s SIR remains greater than 1 and, per the Act, the authority determines [these associated costs] will benefit the qualifying commercial real property. The measures proposed in the project must be permanently affixed to the property (i.e. the property owner cannot remove them in the event of a change of ownership), with the exception of district heating and cooling systems, as defined in the statute as a local system consisting of a pipeline or network providing hot water, chilled water or steam from one or more sources to multiple buildings (i.e., the pipeline and sources may be located outside of the property boundary of any given beneficiary of the system) and microgrids. Examples of permanently affixed improvements include, but are not limited to upgraded insulation, energy efficient HVAC equipment, solar photovoltaic (PV) rooftop systems, fuel cells, and natural gas piping installed underneath the property owner s land. In addition to the ECM eligibility review, The Connecticut Green Bank will also review projected improvements in energy efficiency to ensure that the energy efficiencies are reasonable for the application and commercially acceptable. The following list of predominant, long-standing, proven energy efficiency technologies is intended as a reference list for C-PACE applicants. If not included on this list, The Connecticut Green Bank will review proposed ECM(s) and accept them on a case-by-case basis. High efficiency lighting Heating, ventilation and air conditioning (HVAC) upgrades New automated building and HVAC controls 109

110 Variable speed drives (VSDs) on motors fans and pumps High efficiency chillers High efficiency boilers and furnaces High efficiency hot water heating systems Combustion and burner upgrades Fuel switching Water conservation measures to the extent they save energy Heat recovery and steam traps Building enclosure/envelope improvements Building automation (energy management) systems Renewable energy systems (e.g., solar, fuel cells, geothermal) Combined heat and power systems (CHP) District thermal Microgrids The following end use savings technologies are generally more applicable to industrial facilities: New automated process controls Heat recovery from process air and water Cogeneration used for peak shaving Process equipment upgrades Process changes Shown below are key aspects of some of the most commonly applied technologies listed above, with their typical simple payback range. These payback periods are only provided for informational purposes and should not be construed as a guarantee of performance or requirement for C-PACE funding eligibility. Lighting (typical 2 to 3 year simple payback): Daylight controls and natural day lighting designed to reduce energy and improve visual comfort Upgrades for existing fluorescent fixtures including electronic ballasts, T8 lamps, and reflectors Meeting rooms and other intermittently occupied spaces can garner significant energy savings with the use of timers and occupancy sensors Smaller impact opportunities including security lighting, stairwell lighting, exterior night-time security lighting and exit signs. Motors (typical 3 to 5 year simple payback): High efficiency electric motor replacements usually pay back when a motor is running for long periods at high load, or at the end of motor life The cost premium over standard motors normally can be recovered in less than 2 years Motor sizing to the actual load profile to improve efficiency and control electrical power factor. 110

111 Variable Speed Drives (typical 3 to 5 year simple payback): Applied to motors, pumps and fans Matches motor use to variable operating load Can save up to 40 percent in power consumption Can be packaged with controls Extends motor life. HVAC (typical 2 to 8 year simple payback) New packaged units can increase efficiency and indoor comfort Proper sizing of HVAC equipment is a major opportunity, since full-load operation is more efficient than part load operation - consider fan capacity reduction or staging of 2 smaller units rather than partial loading of one large unit Install VSDs on HVAC motors Balance air and water supply systems to remove trouble spots demanding inefficient system operation o Improve maintenance o Eliminate simultaneous heating and cooling o Install economizers and direct digital controls Variable air volume conversions versus constant air flow Ventilation reduction Unoccupied shutdown or temperature setback/setup (controls). Chillers (typical 5 to 10 year simple payback): New chiller models can be up to percent more efficient than existing equipment. Upgrade lead chiller(s) (base load) to high efficiency Manage chiller and condenser settings to minimize compressor energy Optimize pumping energy for distribution of chilled water Optimize HVAC operation to: o Improve temperature/humidity control o Eliminate unnecessary cooling loads CFC reclamation program/inventory - chiller replacement may achieve both CFC management and energy efficiency objectives. Boilers (typical 3 to 5 year simple payback): Replace steam with hot water boilers for hot water heating loads Improve maintenance Optimize operation/staging in multiple boiler plants Optimize boiler controls 111

112 Tune or replace burners Add small pony boilers for low loads: o Reduced fuel consumption/energy costs o Reduced emissions o Reduced maintenance costs o Higher reliability. Heat Recovery (typical 2 to 4 year simple payback): Heat recovery devices to capture waste heat from water, process heat and exhaust air to re-use it for preheating: of Building intake air o Boiler combustion air o Boiler feed-water o Inlet water for domestic hot water. New Automated Building and HVAC Controls (typical 3 to 5 year simple payback): Old controls may still be pneumatic systems based on compressed air - new electronic controls are more precise and reliable, with greater capabilities. Can automate lighting, chiller, boiler and HVAC operation: o Load shedding o Optimal start/stop/warm up o Ventilation control. Whole-building energy management systems may come with other advanced control technologies: o Security, fire and life safety o Alarm monitoring and report generation o Preventive maintenance scheduling Remote monitoring/metering capabilities may be attractive. Building Shell and Fenestration (typical 3 to 10 year simple payback): Roof insulation, combined with reflective roof coatings in warm climates, reduces energy consumption Review building pressurization for proper ventilation: o o Balance exhaust and intake air quantities o Add weather-stripping on doors and windows o Seal cracks and unnecessary openings Window films to reduce solar heat gain and/or heat loss Replace windows with more energy efficient glazing. Renewable Clean Energy Improvements for Commercial Property The following are examples of renewable clean energy improvements as defined in Subsection (A) of Section N of the General Statutes. 112

113 Solar power Solar thermal Wind Power Geothermal energy Fuel Cell Methane Gas from landfills Low emission advanced renewable energy conversion technologies Projects that seek to deploy electric, electric hybrid, natural gas or alternative fuel vehicles and associated infrastructure and any related storage, distribution, manufacturing technologies or facilities Sustainable Biomass Facility Ineligible Measures All C-PACE related improvements must be permanently affixed to the commercial property and part of a retrofit to existing infrastructure, with the exception of district heating and cooling systems. The following items will not be considered as efficiency measures under the C-PACE program: Appliances, e.g., refrigerators, dishwashers, etc. Plug load devices Vending machine controls Any package of measures with a weighted average effective useful life (EUL) that does not meet or exceed the life of the loan Any package of measures that does not achieve an energy savings (over the life of the loan) to total project investment ratio greater than one Any measure that is easily removed or not permanently installed Any measure that does not result in improved energy efficiency or renewable energy generation Extending natural gas lines to the property line to enable a PACE-eligible gas conversion project. VI - Performance Measurement & Verification of Energy Savings The purpose of performance measurement and verification (M&V) is to ensure that baseline and normalized energy use and cost performance is calculated in a technically sound, consistent and transparent manner, which in turn is used to determine energy savings. To accomplish this goal, The Connecticut Green Bank requires all C- PACE applicants to incorporate in their projects a commissioning and M&V plan and be responsible for its execution. Further, depending upon stakeholder reporting requirements (including The Connecticut Green Bank, the building owner/manager, lender and/or insurer), recurring M&V may also need to be performed. To accomplish this goal, The Connecticut Green Bank requires C-PACE applicants to base their M&V plan on the International Performance Measurement and Verification Protocol (IPMVP) ) or an alternative protocol defined by the project energy consultant (as appropriate for the project size and ECMs installed). The IPMVP s fundamental concept stems from the fact that energy savings cannot be measured directly. Savings in this 113

114 context are the absence of energy use (or avoided energy use ) that would have occurred without the ECMs installed. The IPMVP provides four options for determining energy savings. These include: Option A. Retrofit Isolation: Key Parameter Measurement Option B. Retrofit Isolation: All Parameter Measurement Option C. Whole Facility Option D. Calibrated Simulation. Options A and B focus on the performance of specific ECMs that can be measured in isolation from the rest of the building. In Option A, the key energy use parameter is measured, but other minor effects can be estimated. For example, Option A might include a lighting retrofit, where an electric meter can isolate and measure electricity use for the lighting, but where the relatively minor interactive effect of less cooling in summer and more heating in winter is estimated. Reduced lighting loads will reduce air conditioning energy consumption (a cooling bonus), but increase heating consumption (a heating penalty). In Option B, all parameters necessary to evaluate energy use are measured. This might, for example, be the case with installation of a variable speed drive and controls to a motor, with a power meter installed on the electrical supply to the motor. Options C and D are used when energy use of the ECMs installed is not easily measured in isolation from the rest of building operations, or there is little measured baseline energy data, among other reasons. The Option C approach assesses savings at the whole facility level. The measured and verified energy savings in the desired reporting period (e.g., 12 months after the ECMs have been installed) is determined from the difference between the actual (measured) energy use in the reporting period and the projected energy use in this same reporting period assuming the ECMs had not been installed. The analysis reflects changes in the independent variables impacting building energy use (such as weather, occupancy, operating hours, etc.) for each month in reporting period as compared to the baseline. Option C is commonly applied for whole building retrofits involving multiple ECMs that may be interactive. Option D uses computer simulations and building modeling (e.g., U.S. DOE 2.2- based software such as equest or EnergyPro), and is usually applied when baseline year energy data are not available or considered reliable. While it is expected that contractors will rely substantially on IPMVP Options A, B, C or D for M&V, The Connecticut Green Bank may approve exceptions depending on the specific nature and size of the project. For example, in cases where a targeted ECM is being installed (such as sole replacement of an existing inefficient unit with a new high efficiency unit), the Green Bank may also approve M&V using a methodology based on calculations and supported, as appropriate, with field measurements, to verify the energy savings. For all C-PACE funded projects, contractors are to prepare a commissioning and M&V plan to verify that the ECMs as installed are operating as projected by the manufacturer and performing as projected in the energy audit. At the minimum, The Connecticut Green Bank requires authorization from the building owner (via a 114

115 release waiver) to upload utility data into the CDMP. This waiver is a standard exhibit (Exhibit K) to the C-PACE Financing Agreement (Appendix E of Program Guidelines). Within the pre-agreed upon period after ECM installation, the party responsible for project implementation (or any subsequent party approved in advance by The Connecticut Green Bank) shall collect post-project energy use data and other pertinent data in accordance with the M&V plan. The responsible party is required to enter such data into the CDMP. Recurring M&V reporting may be required by project stakeholders (The Connecticut Green Bank, building owner/manager, lender, or insurer). If so, the applicant will submit at the agreed upon frequency (and as also specified in the M&V plan) an energy savings verification report that describes the resultant actual energy savings in the reporting period compared to the projected energy savings. VII - Data Management, Program Information Management, Reporting and Analytics To ensure the success of the C-PACE program, data needs to be uniformly collected over the full life cycle of a project, from initial building screening, through energy auditing, project development, project implementation and post-implementation energy savings measurement and verification. Projects undergoing both full assessment and FAST TRACK will be tracked in the CDMP. Sample data that will be collected in the CDMP includes, but is not limited to: Candidate project information Performance baseline determination consistent with ASTM BEPA methodology Benchmarking results comparing candidate performance to peer buildings Key energy audit data consistent with ASHRAE guidelines ECM data Key financial metrics Contractor information Project implementation data M&V data Scheduling information The CDMP platform will facilitate uploading of key project data (see above) via excel spreadsheets, appending supporting documents, e.g., ECM data sheets, onsite photographs, modeling and data logging results, etc., in PDF file format. The platform will also have report generation and analytics capabilities across the project life cycle to keep The Connecticut Green Bank management informed and to support as necessary the technical and financial underwriting process needed to meet the reporting requirements of the multiple interdependent stakeholders. To facilitate this critical C-PACE objective, The Connecticut Green Bank will deploy, and require all stakeholders to use the CDMP. Standardizing on the CDMP ensures that all program interdependent stakeholders (The Connecticut Green Bank, building owners/managers, energy service companies, energy auditors, installation 115

116 contractors, lenders and insurers) maintain cost effective access to the key performance analytics needed to facilitate project success and drive continuous C-PACE program improvement by all participants. VIII - Project Application Checklist for Full Technical Review Before an application commences technical review, project applicants should complete the following checklist and submit to the Technical Administrator as an appendix to the full application. Property description (type, gross SF, rentable SF, tenant(s), lease type (gross, triple net, etc.), age, date of last major renovation, electrical meters, vacancy, hours of operation) ECM(s) identified with complete description, including how they will save energy ECM degradation addressed EUL for each ECM is identified Baseline building energy use data collected consistent with ASTM E standard (if not, provide explanation) Energy audit provided (consistent with ASHRAE guidelines) N/A Level 1 conducted Level 2 conducted Level 3 conducted 116 N/A N/A N/A Other Renewable energy feasibility study provided N/A Commissioning plan Provided M&V plan Provided IPMVP used as basis Calculations used as basis (with metering) Calculations used as basis (without metering) Other Electricity cost escalation factor identified (consistent with ISO-NE 20-yr projection) Fuel cost escalation factor identified (consistent with U.S. EIA projections) Projected savings for each ECM is provided Energy savings determined by calculation (spreadsheet) Energy savings determined by modeling equest EnergyPro Trace 700 Spreadsheet(s) Other Model assumptions identified Model defaults identified N/A N/A

117 Model calibrated against actual baseline data Model uncertainty identified Uncertainty around projected energy savings identified Total project cost provided including breakdown by each ECM Engineering and system design cost included Proposal provided Estimate used Equipment costs included N/A N/A Are non-ecms included No Yes, if yes, are they related to the ECMs Yes No (not eligible) Proposal(s) provided Estimates used Installation cost included Projected construction schedule Are non-ecms included No Yes, if yes, are they related to the ECMs Yes No (not eligible) Proposal(s) provided Estimates used Contingency % N/A Uncertainty associated with capital cost projection discussed Total amount being financed (C-PACE Investment, I ) SIR>1 Yes No (SIR must be > 1) Total cost of project $ % of total project cost to be financed If <100%, how else is the project being financed? Utility incentive Yes ($ ) No N/A Owner financing Other financing Yes ($ ) No N/A Yes ($ ) No N/A Are ZREC sales being assumed? Yes (Value $ /yr) No N/A Has a ZREC been awarded? Yes No N/A Is electricity being sold to the grid? Yes (Value $ /yr) No N/A M&V cost included? Yes No N/A Preventive maintenance plan (max. 5 years) included? Yes No N/A Qualifications of responsible party (parties) attached 117

118 Project Technical Contact: Name Company Address Phone Application submitted by (name) Affiliation Application submittal date 118

119 IX - Utility and Fuel Supplier Historical Usage and Project Data Information Release Form Utility and Fuel Supplier Information Electric Utility: Account #: Gas Utility: Account #: Other Fuel Supplier: Oil Propane Account #: Project Data Requester ( Data Requester ) Company Name: Company Address: Contact Name: Phone: PROJECT INFORMATION RELEASE As an applicant to the Connecticut Energy Efficiency incentive programs and/or the Connecticut Property Assessed Clean Energy (C-PACE) financing program, I hereby authorize and give permission to the utilities and/or fuel suppliers named above to release the Data to the Data Requester (and Connecticut Green Bank ( Green Bank ), for confidential use in connection with calculating energy savings estimates for efficiency measures (the Project ) being proposed at the Utility Service Address identified below. This permission is given for 1) My historic energy usage, and monthly and total amount of energy used at my utility service address; 2) The monthly charges for fuels and/or utilities for the Release Period set forth below; and 3) Any supporting project documentation pertaining to calculating energy savings estimates for efficiency measures. In addition to the use of this Data for the Project, the Data may also be anonymized and aggregated to be used for noncommercial research purposes. RELEASE PERIOD This authorization covers Data for the period starting 36 months before the date below and ending 36 months after the date below. I may revoke this authorization at any time by written notice to Data Requester and the utility and fuel suppliers identified above. I hereby release and hold harmless the Data Requester, the above-named utilities and energy suppliers, and their affiliates, employees, officers and agents from any and all liability associated with the dissemination and use of such account and program information and this authorization. An electronic copy of this authorization may be accepted with the same authority as the original. Signature: Date: Printed Name: Mailing Address: Utility Service Address (if different): 119

120 Appendix G: APPLYING FOR C-PACE FINANCING FOR SOLAR PV SYSTEMS AND FUEL CELLS I. Solar PV Feasibility Study Requirements II. Solar PV Project Application Checklist for Technical Review III. Solar M&V Guidelines IV. C-PACE Solar Savings-to-Investment Ratio (SIR) Calculation Guidelines V. Solar PPAs & C-PACE VI. Solar Lease II Installer Process VII. Fuel Cell Feasibility Study Requirements I - Solar PV Feasibility Study Requirements 3 Connecticut PACE legislation requires that C-PACE financing for installation of a renewable energy project be based upon a renewable energy feasibility analysis that assesses the energy cost savings over the project s useful life. For installation of a solar PV project, the C-PACE Program Administrator recommends that the feasibility study at the minimum address the following components: Site Suitability Assessment A. Ambient Conditions 1. Site location (address, latitude, longitude, azimuth (degrees)) 2. Monthly average temperature (high and low), rain, percent sun, sunrise and sunset, solar insolence (Wh/ft2), irradiance (W/ft2) 3. Irradiance data file used in projecting future performance (TMY2, SolarAnywhere, etc.) B. Building Conditions 1. Location for solar energy system (include photographs) o Roof-top o Ground o Parking canopy 2. Solar energy system support/foundation o Roof-top Roof dimensions (identifying usable PV panel space) Roof pitch Roof materials of construction Roof penetrations Obstruction/shading analysis in planned PV panel area (including methodology utilized in the shading determination) Roof condition (remaining useful life) 3 For guidelines on non-solar PV feasibility study requirements, contact the CPACE team directly by ing Genevieve Sherman at genevieve.sherman@ctcleanenergy.com 120

121 o o Structural adequacy to support installed solar system (including recommendations) Ground Description and condition of area (paved surface vs. open ground) Obstruction/shading analysis in planned PV panel area (including methodology utilized in the shading determination) Description of necessary work to support solar array rack(s) Parking canopy Description and condition of parking area Obstruction/shading analysis in planned PV panel area (including methodology utilized in the shading determination) Description of necessary work to support solar array rack(s) C. Building characteristics o Property address o Property type (office, retail, hotel, multifamily, industrial, etc) o Gross square feet D. Building historic energy use and cost o Description of major building energy-use systems o Description of electricity metering (number of boxes, location, etc.) o Most recent utility electricity rate structure for property o Historic (past three years) electricity use and cost (in accordance with ASTM E ) PV System Solar module orientation and tilt PV cell specifications, including cell efficiency Module and array description, including module and array efficiency System size (kw) and projected performance - specify model used (e.g., PVSyst, SAM, PVCheck, RETScreen, PV Studio, etc.) including input parameters, assumptions (such as soiling, degradation, etc.) and limitations Inverter information (capacity, manufacturer, warranty, etc.) (the inverter must be warranted over the full financing term) PV project site plan (including point of electrical connection) Electrical one-line diagram (showing major system components, make and model numbers of these components and interconnections among all major system components) Approximate weight of required panels and mounting structures Distance from closest power line hook-up point (electrical run) Building code compliance and permit requirements Identification of Fire Marshall review requirements (e.g., system design compatibility with current fire suppression techniques, sufficient space around PV system location for fire fighters to move around safely - sufficient distance between array and roof edges, ventilation hatches, skylights, etc.) Solar vendor guaranteed performance, including product warranty, decrease of power output warranty 121

122 Guaranteed useful life Maintenance requirements (for maintaining peak efficiency) Financial Analysis System total capital cost breakdown (panels, mounting, inverters, electrical work (including metering), spare parts, site modification work (e.g., building roof and structural modifications, or parking area modifications, or ground foundation work, etc.), construction contingency, engineering fee) REC credits/sale. If REC contract not yet secured, include anticipated REC pricing (or range). Proof of actual REC contract, or demonstration that project economics pencil out without REC support, will be a CP to funding Potential excess electricity sale back to the grid (if applicable) Annual cost of a maintenance contract with solar contractor to maintain system operation at optimum performance Cost for roof upgrade (if required) Cost for building structural reinforcement to accommodate PV Solar loading under design worst case weather conditions (if required) Building monthly energy savings analysis including assumptions on avoided future utility electricity costs, any rate escalations (specifically discussing demand charge reduction and electricity cost savings basis) and savings degradation assumption ROI, payback, IRR, NPV and projected cash flow analysis carried out over the guaranteed useful life of the system Commissioning and Measurement and Verification System commissioning plan (in particular, specify metering equipment and how the system will be monitored) Energy savings measurement and verification plan over the system useful life including the type of The Connecticut Green Bank-approved Performance Data Provider monitoring system that will be used (listed on The Connecticut Green Bank website): bid/607/default.aspx 122

123 II - Solar PV Project Application Checklist for Technical Review Before an application commences technical review, project applicants should complete the following checklist and submit to the C-PACE 3 rd Party Administrator as an appendix to the full application. Property description (type, gross SF, leasable SF, tenant(s), lease type (gross, triple-net, etc), age, date of last major renovation, electrical meters, vacancy, hours of operation Solar PV Feasibility Study provided Yes No (explain) N/A (explain) Baseline building energy use data collected consistent with ASTM E standard Yes No (if not, explanation provided) Commissioning/M&V plan provided Yes No Not yet (When? ) PV production metering included Yes No Metering incorporated into BMS Yes No N/A Electricity cost escalation factor provided Yes ( %) No (explain) Projected electricity savings determined Energy savings determined by calculation (spreadsheet) N/A Energy savings determined by modeling N/A PVWatts PowerClerk/SolarAnywhere RETScreen SAM Other Model assumptions discussed Model de-rate factor used Model uncertainty discussed Shading study provided Not necessary Project capital cost provided Engineering and system design cost included Proposal provided Estimate used Equipment costs included Proposal(s) provided Estimates used Installation cost included Proposal(s) provided Estimates used Contingency % N/A Equipment warranty provided Yes No Extended inverter warranty provided to cover financing term (20 123

124 years) Does project depend on ZREC? Yes No Has ZREC been awarded? Yes No Structural engineer signed off on roof installation Yes No N/A Roof remaining lifetime is greater than the financing term (20 years) Yes No N/A Uncertainty in projected capital cost estimate discussed (no uncertainty if fixed price contract proposed) Total amount being financed (C-PACE Investment, I ) provided Total amount of financing ( I ) required from C-PACE $ % of total project cost to be financed If <100%, how else is the project being financed? Owner financing Other financing 124 Yes ($ ) No N/A Yes ($ ) No N/A If ZREC sales being used, value $ /yr for 15 years Is electricity being sold to the grid Yes (anticipated $ /yr-1 at $ /kwh) No N/A Estimated PV production each month as a % of total electricity use at the property? (table attached) Financing term: years (default is 20 years) M&V cost included Yes No N/A Preventive maintenance plan (max. 5 years) included Energy savings ( S ) analysis provided Yes No N/A Uncertainty in energy savings projection discussed (10-15% variability not unusual in any year) SIR > 1 (requirement) Qualifications of responsible party (parties) attached Project Technical Contact: Name Company Address Phone Application submitted by (name) Affiliation Application submittal date

125 III - Commissioning and Performance Verification Guidelines for Solar PV Systems The Connecticut Green Bank requires all C-PACE applicants to incorporate in their projects a commissioning and M&V plan and be responsible for its execution. As such, Solar PV contractors are required to prepare a commissioning and M&V plan that at the minimum provides a description of the required commissioning activities to ensure the system has been installed as designed and is operating properly, and verify that the projected performance is achieved. The methodology presented below attempts to balance the competing goals of cost versus technical precision, particularly in view of the relatively small size of most solar PV projects and the fact that energy performance guarantees are typically not provided. The commissioning/m&v process for Solar PV systems should consist of four steps: (1) verification of equipment installation and O&M requirements; (2) verification/documentation of the utility interconnect; (3) verification of the system s capability to perform according to its specifications; and (4) system performance tracking. Each of these steps needs to be addressed in the commissioning/m&v plan. 1. Verification of equipment installation and O&M requirements Verification that equipment installed is as specified in the proposal/purchase order (e.g., manufacturer, nameplate rating, numbers of modules, cells, etc.) Installation checklist Verification in writing and signed by the project developer that the installation is complete (preferably via an installation punch list), safe and has all required permits Documentation of as built condition (providing as built drawings, including array layout/oneline electrical diagram or schematic, and photographs) PE letters or stamped documentation (electrical, structural) Documentation of O&M requirements (and responsibility) Documentation of warranty details 2. Verification/documentation of the utility interconnect Interconnect Agreement Compliance (letter) for ZREC metering requirements (optional) Utility Witness Test Results/Findings (letter) Net metering agreement Final Approval Letter 3. Verification of system performance according to specifications Equipment spec sheets, including monitoring system information Commissioning data sheet PV array test report Miscellaneous system test reports 4. Track system performance using whole building analysis (IPMVP Option C) Track PV system energy production using vendor installed remote monitoring system (integration with CDMP) Track monthly utility bills data ( Green button ) (integration with CDMP) Compare monitoring results of actual solar energy production with PV model results (short and/or long term) 125

126 Determine energy savings per month It is anticipated that much of the verification activity will likely be performed by the PV solar contractor. As such, the solar contractor should plan on being accompanied by the building owner or the building owner s representative, and a representative from the Technical Administrator will provide oversight on during the commissioning process. IV - C-PACE Solar PV Savings-to-Investment Ratio (SIR) Calculation Guidelines 4 The Connecticut Green Bank recommends using the Solar SIR Calculator posted to the C-PACE website. Determine Savings as follows: 1. Add: Avoided annual electricity costs, assuming a maximum of 3% annual escalation of utility electric prices (include both initial price basis and specific annual performance degradation of at least 0.5%) Annual demand charge reduction (if claimed, include the specific model demonstrating how this reduction will be achieved) Annual revenue from excess electricity sales back to the grid, if applicable (again, assuming no more than a 3% annual escalator) Annual revenue from sale of renewable energy credits (if necessary to achieve SIR > 1, proof of REC contract will be required prior to closing of C-PACE funding) Any other system-related project revenues If the property owner has the ability to monetize the federal Investment Tax Credit and/or MACRS depreciation benefits (as evidenced by previous years federal tax returns), include the value of those tax savings for each year in which they will be applied. This should be noted in the form Documentation of Ability to Monetize Federal Tax Credits Associated with Clean Energy Installations at the end of the initial application (Appendix D) 2. Model annual cash flows from the system over the lifetime of the C-PACE assessment (maximum of 20-year term) 3. Discount the cash flows to determine their present value (assume at least a 5.5% discount rate for 15 year financing and a 6.0% discount rate for 20 year financing) Determine Investment as follows: 1. Calculate up-front capital required to finance the project via C-PACE (up to 100% of total installed costs), net of any utility rebates / incentives, external financing, or equity investments Up to five years of preventative maintenance costs necessary to maintain system operation at optimum performance can be capitalized into initial financing 4 For non-solar PV Savings-To-Investment Ratio calculation guidelines, contact the CPACE team directly by ing Genevieve Sherman at genevieve.sherman@ctcleanenergy.com 126

127 SIR = Savings / Investment KEY NOTES ON SIR CALCULATION GUIDELINES: The % discount rate articulated in this guidance document is for modeling purposes only. The actual cost of capital available via the C-PACE program will vary based upon project specifics. To be clear, the investment cost in the SIR may not be the total actual investment required for the project, but instead should include only the specific financing amount requested through C-PACE (i.e., if a property owner uses equity or has a zero interest loan from another source, these dollars would not be included in the SIR analysis required to access C-PACE financing). Under C-PACE, the system owner (either the property owner or a third-party owner) is entitled to all tax benefits associated with the system. These tax benefits can be incorporated into the SIR calculation as savings if the property owner has demonstrated the ability to monetize those tax benefits. V - Power Purchase Agreements & C-PACE 5 PA 12-2 does not require the legal owner of the building to own the equipment associated with a qualified energy upgrade; as the benefitted property owner as defined in the Act must only [desire] to install energy improvements and provide free and willing consent to the benefit assessment authorized by the Act against the qualifying commercial real property. As such, The Connecticut Green Bank will permit a solar installation or other qualifying renewable energy system to be financed and repaid through C-PACE, while the system itself is owned by a third party provider under circumstances provided below. Owner Consent The benefitted property owner must provide consent to the benefit assessment against the qualifying commercial real property. The Connecticut Green Bank will recognize owner consent under the following two fact patterns: (1) incorporating the consent into the application from the clean energy services company or PPA provider (together referred to as PPA Provider ) to The Connecticut Green Bank; or (2) as a separate consent from the benefitted property owner in favor of The Connecticut Green Bank, the applicable municipality, and the applicable lender when the financing is made. If a benefitted property owner wishes to finance a solar PV system through C-PACE using a PPA structure, the final C-PACE documentation whether the initial application was initiated by the property owner, or the PPA provider must incorporate the property owner s consent that repayment of C-PACE financing will occur through a benefit assessment collected by the relevant municipality, to be remitted to The Connecticut Green Bank and from there on to the applicable lender. This is in place of a traditional PPA structure under which a property owner would remit payment directly to the PPA Provider. 5 The Power Purchase Agreement information has been used exclusively for solar thus far, though it is not specific to solar, and can apply to other PPA projects. 127

128 Permanently Affixed Since qualifying energy upgrades under C-PACE must be permanently affixed to the qualifying commercial property, the PPA must be of at least 15 years in length and contain language requiring the following: The PPA be assigned to a buyer or transferee of the property and not result in an automatic termination of the PPA if the property changes ownership or otherwise transfers; and The property owner has a right or option to acquire title to the solar PV system at the end of the PPA term. Transfer of Payment Unlike a traditional PPA, financing a solar PV project via C-PACE will require the PPA to provide for fixed payments from the property owner to the relevant municipality through the C-PACE benefit assessment mechanism. Language in the PPA must therefore include provisions related to a regular true-up of these fixed payments with the variable power provided (on a dollar per kwh basis) to the property owner by the solar PV system. Thus, if fixed benefit assessments are to be made to the relevant municipality on a six-month basis, for example, the PPA Provider will be responsible for tracking actual power produced by the solar PV system over that time period. If the cost of the power supplied (as calculated by multiplying the amount of kwh produced by the per-kwh price of power agreed to in the PPA) is greater than the fixed payment made by the property owner to the municipality, then the property owner shall remit the difference to the PPA Provider. If the cost of power supplied is less than the fixed payment, than the PPA Provider shall remit the difference to the property owner. If necessary, The Connecticut Green Bank can serve as a conduit for these true up payments. See models below for a visual representation of these flows of funds. 128

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