SOLAR PROJECT DUE DILIGENCE: FINANCIAL, LEGAL & TECHNICAL REQUIREMENTS

CONFERENCE SOLAR PROJECT DUE DILIGENCE: FINANCIAL, LEGAL & TECHNICAL REQUIREMENTS Hilton Charlotte University Place Post-Conference Workshop FINANCING DUE DILIGENCE FOR PV PROJECTS June 18, 2015 is authorized by IACET to offer 1.0 CEUs for the conference and 0.7 CEUs for the post-conference workshop. is authorized by the State of Colorado Board of Continuing Legal and Judicial Education to offer 11 CLEs for the course. 1

OVERVIEW Solar development is experiencing a steep growth curve all over North America, including the Mid-Atlantic and Southeastern United States, thanks to increasingly aggressive state energy policies, technological advances, innovative financing models and maturing market conditions. As a result, the need for quality, systematic due diligence is essential. Without proper due diligence, a minor issue can trip up those new to solar, and even industry veterans. While all phases of the solar project development require this scrutiny, systematic due diligence is especially critical for those entities inexperienced in developing or partnering in solar projects. This instructional symposium will focus on the core financial, technical and legal areas of due diligence for PV projects. The due diligence blueprint is applicable to utility scale, commercial as well as large residential-scale projects. It will cover aspects of solar project development not tackled by other solar programs that focus strictly on a single due diligence issue, such as financing. The program will provide essential guidance to those who wish to inform themselves and their staff on how to gauge the soundness of the prospective project or partner they re evaluating in concert with their finance structuring and arrangement(s). The instructors are all experienced, seasoned subject matter experts with many successful projects in their portfolios. WHO SHOULD ATTEND Renewable energy project developers and consultants Engineering, procurement, and construction (EPC) firms that support solar projects Financial and investment groups involved in renewable projects Attorneys, counsel, and legal staff State regulatory officials Utility procurement officers and resource planners Transmission operators, coordinators, planners, and developers Engineering firms that support solar projects LEARNING OUTCOMES Identify key due diligence issues, questions, and features Define the dominant elements to pre-qualify your site for its solar potential Evaluate the title and insurance requirements specific to solar installations Judge construction/contractor project compatibility Assess legal requirements and disclosures Analyze the solar assessment and energy production reports Define the role and value of third-party independent engineering (IE) project review Review the impact of environmental and permitting requirements on project viability Identify interconnection and other transmission considerations and constraints Assess long-term operations and maintenance issues Apply the proper risk assessment, risk allocation, and performance guarantees 2

AGENDA Tuesday, June 16, 2015 12:30 1:00 p.m. Registration 1:00 2:00 p.m. Overview: Identifying Key Issues, Questions, and Features Overview of the due diligence process Purpose, key issues Organizing the process Review of physical project Real property due diligence Review of project contracts Review of permits and approvals Environmental Energy production analysis Putting it all together - Rich Cogen, Partner, Nixon Peabody Each presenter divulged their career experiences/ knowledge very openly and honestly. They sucked you into their field making you excited to be present. Sr. Solar Specialist, EcoMotion 2:00 3:00 p.m. Review of Financial Metrics Risk profile Tax and subsidy drivers Example of construction / permanent financing structure o Debt o Tax equity o Cash equity Market drivers and relationship to profitability Winners and losers - Joe Ritter, Vice President-Originations - Production/Acquisition, Seminole Financial Services, LLC - Jim Duffy, Partner, Nixon Peabody 3:00 3:30 p.m. Networking Break 3:30 4:30 p.m. Review of Contracts and Relationships General structure o Utility scale o Distributed generation Attributes of the financeable contract Real estate and contract details EPC o Equipment procurement o Equipment warranty Power Purchase Agreements (PPA) / transmission Operations and maintenance Permits and approvals - Rochelle Rabeler-Griffiths, Partner, Holland & Hart 3

AGENDA Tuesday, June 16, 2015 (Continued) 4:30 5:30 p.m. Solar Assessment and Energy Production Report Solar assessment o Portfolio impacts Probability of exceedance o Calculations o Drivers Estimation of energy production Rating agency requirement - Marie Schnitzer, Vice President of Consulting Services, AWS Truepower, LLC This was a great introduction for an engineer learning about the finance and business aspects of solar. Associate Director, SRI International Wednesday, June 17, 2015 8:00 8:30 a.m. Continental Breakfast 8:30 9:30 a.m. Environmental and Permitting Concerns This discussion will identify how the following issues can contribute to time, expense, mitigation, and other impacts associated with projects, or result in fatal flaw(s): Zoning and entitlement NEPA / CEQA Community issues State and federal wildlife laws Water use and wetlands Mitigation Cultural resources Native American consultation Additional considerations o Location o Size o Project design While the topics of due diligence for solar projects o Construction are very broad and o Operations and maintenance complex, this program can - Elisha Back, Principal, TRC give solar professionals new experiences for a better understanding of critical logistics to help make solar projects succeed. Project Officer Region 2 Superfund, ERRD EPA Superfund Region 2 REGISTER 4601 TODAY! DTC Blvd., CALL Suite 800 303-770-8800 OR VISIT 4

AGENDA Wednesday, June 17, 2015 (Continued) 9:30 10:30 a.m. Land Title Searches and Insurance Understanding the basics Invalid contracts Uninsurable interests Time constraints Mineral coverage Mechanics lien coverage Gen-tie challenges Land use restrictions State law Encroachment coverage Integrated whole implications Unique landlords Home office approval - John Agle, Director Energy Group, First American Title NCS With no experience in analyzing solar projects, the conference was great as an introduction to all aspects of projects and provided a level of comfort in reviewing projects from a financing perspective. Assistant Vice President, Midwest Bancorporation 10:30 11:00 a.m. Networking Break 11:00a.m. 12:00 p.m. Third-Party Independent Project Review Key considerations Reasonable design Construction Operations and maintenance plan and procedures Key projects agreements Environmental review Insurance policy due diligence and risk assessment - Joe Brotherton, President, MaxGen Energy Services, LLCs 12:00 1:15 p.m. Group Luncheon The speakers are all subject matter experts to an incredible degree. VP Solar Services, EcoMotion 5

AGENDA Wednesday, June 17, 2015 (Continued) 1:15 2:15 p.m. Considerations for Interconnection and Transmission Broadly applicable issues o Interconnection studies Voltage considerations for system sizes o Distance o Gen ties Load flows Changing interconnection standards o Requirements for interconnection o Ramping o Balancing o Reactive / voltage control o Metering and telemetry o Interconnection procedures Distribution vs. transmission level Application process and costs Timing Financial security postings Interconnection agreement execution Network vs. direct assignment upgrades o Curtailment issues Economic / congestion Emergency / dispatch down - Gary Brown, Director Development, ZGlobal Highly relevant and detailed information on the due diligence process in the solar industry. Very useful. Managing Director, Petros Partners 2:15 3:15 p.m. Long-Term System Performance, Operations, and Maintenance Preventive and corrective maintenance Non-intrusive methods Spare parts Warranty management Security and surveillance Vegetation control Washing Monitoring programs and E-Tags Training Vendor partnerships Other long-term considerations o Insurance o Land leases o Taxes Performance guarantee and reliability - Michael Moone, Director - Energy Assurance, SunPower Corporation 3:15 3:30 p.m. Afternoon Break 6

AGENDA Wednesday, June 17, 2015 (Continued) 3:30 4:45 p.m. Risk Assessment, Risk Allocation, and Performance Guarantees This panel will discuss the following essential risk-related elements associated with conducting due diligence for establishing business and counterparty relationships engaging in PV project development: Natural hazards o Location in a high-hazard zone (earthquake, flood, or windstorm) o Availability of insurance o Cost of insurance o Impact on lenders interest Contingent exposures o Lenders o Delays in delivery of key components o Potential loss of tax credits o Project o Inability to sell power if off-taker interconnection is damaged Lender expectations o Full limits o Low deductibles o Cost-effective program o Claims paid on replacement-cost basis (declining costs for solar) o Stipulated loss insurance if loan exceeds replacement costs Insurance market availability of insurance - Will Persyn, Vice President Property & Casualty, Willis 7

POST-CONFERENCE WORKSHOP: FINANCING DUE DILIGENCE FOR PV PROJECTS THURSDAY, JUNE 18, 2015 8:00 8:30 a.m. Registration and Continental Breakfast 8:30 a.m. 4:30 p.m. Course Timing 12:00 1:00 p.m. Group Luncheon OVERVIEW / AGENDA Financing due diligence is a critical component in PV project development. There are many considerations involved in this process that, if not executed properly, could either stall development or shut the project down completely. Thus, a thorough understanding for financing concepts is important for all involved parties. This workshop will dive into the financial due diligence considerations for PV projects. It will also use case studies of successfully financed projects and highlight the process by which these projects were financed. It will address the following topics: Economic aspects of contracts Tax issues in PPAs and RFP responses Solar resource assessment and production modelling Seasonality Revenue contract selection (PPA and other) Curtailment rights and compensation Financial strength of counterparties Performance guarantees Deal structures and metrics LEARNING OUTCOMES Attendees will gain practical skills and insights on how to: Define the economic aspects of contracts Analyze tax issues with Power Purchase Agreements and Requests for Proposals Assess solar resources and production modelling Comprehend curtailment rights and compensation Evaluate revenue contract selection Assess the financial strength of counterparties Define performance guarantees Analyze deal structures and metrics 8

WORKSHOP INSTRUCTORS Jim Duffy / Partner / Nixon Peabody James F. Duffy is a partner in the Boston office of the national law firm, Nixon Peabody LLP. He serves as the Chair of the firm s Renewable Energy Tax Credit Team and concentrates his practice on structuring and closing transactions involving federal income tax credits and other significant federal and state income tax incentives, including Production Tax Credits for wind and other forms of renewable energy, Energy Investment Tax Credits for solar and certain other forms of renewable energy, as well as Treasury cash grants in lieu of Energy Investment Tax Credits. His practice also covers New Markets Tax Credits, Historic Rehabilitation Tax Credits, and Low-Income Housing Tax Credits. He has represented numerous developers, investors, syndicators and lenders in structuring and closing renewable energy and other transactions and is a frequent speaker on tax-oriented investment structures at renewable energy industry conferences and seminars, including conferences sponsored by the American Wind Energy Association (AWEA), the New York Solar Energy Industries Association (NY SEIA), the Environmental Business Council of New England (EBC), Power-Gen, the American Bar Association (ABA), Novogradac & Co., The Reznick Group, the Institute for Professional Education and Development (IPED) and many others. He is a member of the American, Massachusetts, and Boston Bar Associations. He has served as the chair of the Equity Finance Committee of the Real Estate Section of the Boston Bar Association and as a member of the Real Estate Steering Committee of the Boston Bar Association and is admitted to practice in Massachusetts. He is a graduate of the University of Rhode Island, B.A., summa cum laude (1978), and The Harvard Law School, J.D. (1981). Rich Cogen / Partner / Nixon Peabody Richard Cogen represents project sponsors, investors and lenders with respect to the development, financing, permitting, acquisition and sale of energy, renewable energy and solid waste projects. He is the former chair of the firm s Energy and Environmental practice group and a member of the Firm s Policy Committee. Mr. Cogen works closely with clients to develop, finance, buy and sell energy and solid waste projects. Much of his practice involves working with senior management on complex projects and financings. He has recently assisted clients in acquiring, constructing, and financing over a billion dollars worth of solar energy projects and in developing large fossil fuel and wind electric generating facilities and electric transmission projects. Clients value his ability to understand and keep sight of the big picture, while getting the details lined up in a way that helps them to achieve their objectives. Mark Williams / Managing Director / PNC Equipment Finance Structured Finance Solutions Mr. Williams is a Managing Director in PNC s Boston office. He has more than 20 years experience in originating, structuring, advising and arranging large ticket asset, facility and project-based financings in the domestic and cross-border markets. Recently, he has been involved in several renewable energy project financings on behalf of developers and tax equity investors with respect to wind and solar electric generation facilities. Mr. Williams experience in the leasing and asset finance market spans the entire range of the market from small ticket, vendordriven financings to highly-structured, domestic and cross-border, leveraged financings of equipment, real estate facilities and infrastructure assets. Mr. Williams has extensive experience in financing numerous asset classes, including infrastructure assets (energy, water and port facilities); transportation assets (aircraft, rail, shipping and vehicles); real estate (corporate headquarters, office buildings, warehouse and distribution facilities, multifamily housing and multistate retail); municipal and governmental assets (municipal real estate, passenger rail assets, various municipal infrastructure facilities) and renewable energy assets (wind, solar, geothermal and landfill gas facilities ). Over the years, Mr. Williams has represented institutional equity investors, domestic corporations, foreign multinationals and U.S. and foreign governmental and quasi-governmental entities in numerous financings. Prior to joining GSF, Mr. Williams was a Managing Director at BTMU Capital Corporation and at Dexia Global Structured Finance LLC (formerly PricewaterhouseCoopers - Global Structured Finance). Prior to his banking career. Mr.Williams was an in-house attorney with AT&T Capital Corporation and in private practice with several prominent Boston law firms. 9

WORKSHOP INSTRUCTORS CONTINUED Tony Grappone / Partner / Novogradac & Company, LLP Mr. Grappone is a partner in the Boston, Mass. office of Novogradac & Company LLP, where he specializes in providing accounting, tax and consulting services to developers, syndicators and investors of projects that qualify for federal and state tax credits such as the low-income housing tax credit, historic rehabilitation tax credit, new markets tax credit and renewable energy tax credits. Mr. Grappone is a frequent speaker at various renewable energy and other tax credit industry events and has contributed several articles on renewable energy to the Novogradac Journal of Tax Credits and serves as a technical editor of the firm s Renewable Energy Tax Credit Handbook. Prior to joining Novogradac & Company LLP, Mr. Grappone worked at Ernst & Young LLP specializing in partnership taxation within the affordable housing industry and servicing many of the nation s largest tax credit syndicators and investors. In addition, he served several leading venture capital firms as well as commercial real estate developers and investors. He serves as a member on the Northeastern University Undergraduate Accounting Group Advisory Board and is on the board of directors of the Women s Institute for Housing and Economic Development. He received a bachelor s degree from Northeastern University in Boston, Mass. and is licensed in Massachusetts and New Hampshire as a certified public accountant. Eric McLean / Executive Vice President of Operations / American Capital Energy, Inc. Mr. McLean joined American Capital Energy as a senior project engineer in June of 2010 and was recently promoted to Executive Vice President of Operations. As Executive Vice President of Operations, Mr. McLean is responsible for operational oversight on all projects American Capital Energy develops. He is the executive in charge of American Capital Energy s 18.3 MW solar program for Cape and Vineyard Electrical Cooperative (CVEC). His background in environmental engineering and landfill cap design has led American Capital Energy to be the premier Brownfield and landfill solar developer in the industry. Prior to joining ACE, Mr. McLean worked for Weston & Sampson Engineers, Inc., for 10 years. While at Weston & Sampson Mr. McLean worked on projects involving renewable energy, soil and groundwater remediation, landfill capping, water distribution and wastewater collection system replacement, site engineering, and storm water modeling. He is a licensed professional engineer with an extensive and proven background in renewable energy. Mr. McLean is a US Marine veteran with tours of duty in the 2nd Iraq War. 10

CREDITS has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET). In obtaining this accreditation, has demonstrated that it complies with the ANSI/ IACET Standard which is recognized internationally as a standard of good practice. As a result of their Authorized Provider status, is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard. is authorized by IACET to offer 1.0 CEUs for the conference and 0.7 CEUs for the post-conference workshop. EVENT LOCATION A room block has been reserved at the Hilton Charlotte University Place, 8629 Jim Keys Drive., 28262, for the nights of June 15-17, 2015. Room rates are $149, plus applicable tax. Call 1-704-549-9708 for reservations and mention the program to get the group rate. The cutoff date to receive the group rate is June 8, 2015, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. PROCEEDINGS is authorized by the State of Colorado Board of Continuing Legal and Judicial Education to offer 11 CLEs for the course. INSTRUCTIONAL METHODS PowerPoint presentations and case studies will be used in program. REQUIREMENTS FOR SUCCESSFUL COMPLETION OF PROGRAM Participants must sign in/out each day and be in attendance for the entirety of the conference to be eligible for continuing education credit. SPONSORSHIP OPPORTUNITIES Do you want to drive new business through this event s powerful audience? Becoming a sponsor or exhibitor is an excellent opportunity to raise your profile before a manageably sized group of executives who make the key purchasing decisions for their businesses. There is a wide range of sponsorship opportunities available that can be customized to fit your budget and marketing objectives, including: Platinum, gold, or VIP sponsor Workshop sponsor Reception host Lanyard sponsor Networking break host Luncheon host Tabletop exhibit Breakfast host Custom sponsorship opportunities are also available. Please contact C.R. Lane at 720-988-1252 or clane@euci.com for more A copy of the conference proceedings will be distributed to attendees at the event. If you are unable to attend or would like to purchase additional copies, a downloadable link will available two weeks after the conference is complete. The cost per download is US $395. The link includes visual presentations only. Upon receipt of order and payment, the link will be sent to you via email. NOTE: All presentation sales are final and are nonrefundable. REGISTER 3 SEND 4TH FREE Any organization wishing to send multiple attendees to these conferences may send 1 FREE for every 3 delegates registered. Please note that all registrations must be made at the same time to qualify. REGISTER 4601 TODAY! DTC Blvd., CALL Suite 800 303-770-8800 OR VISIT 11

REGISTRATION INFORMATION EVENT LOCATION Mail Directly To: Electric Utility Consultants, Inc. () 4601 DTC Blvd., Ste. 800 OR, scan and email to: conferences@euci.com PLEASE REGISTER THE FOLLOWING SOLAR PROJECT DUE DILIGENCE: FINANCIAL, LEGAL & TECHNICAL REQUIREMENTS CONFERENCE AND POST-CONFERENCE WORKSHOP, JUNE 16-18, 2015: US $2195 EARLY BIRD ON OR BEFORE JUNE 5, 2015: US $1995 SOLAR PROJECT DUE DILIGENCE: FINANCIAL, LEGAL & TECHNICAL REQUIREMENTS CONFERENCE ONLY JUNE 16-17, 2015: US $1395 EARLY BIRD ON OR BEFORE JUNE 5, 2015: US $1195 FINANCING DUE DILIGENCE FOR PV PROJECTS POST-CONFERENCE WORKSHOP ONLY: JUNE 18, 2015: US $995 EARLY BIRD ON OR BEFORE JUNE 5, 2015: US $895 I'M SORRY I CANNOT ATTEND, BUT PLEASE SEND ME THE CONFERENCE PROCEEDING LINK FOR US $395. How did you hear about this event? (direct e-mail, colleague, speaker(s), etc.) A room block has been reserved at the Hilton Charlotte University Place, 8629 Jim Keys Drive., 28262, for the nights of June 15-17, 2015. Room rates are $149, plus applicable tax. Call 1-704-549-9708 for reservations and mention the program to get the group rate. The cutoff date to receive the group rate is June 8, 2015, but as there are a limited number of rooms available at this rate, the room block may close sooner. Please make your reservations early. ENERG ZE WEEKLY s Energize Weekly e-mail newsletter compiles and reports on the latest news and trends in the energy industry. Newsletter recipients also receive a different, complimentary conference presentation every week on a relevant industry topic. The presentations are selected from a massive library of more than 1,000 current presentations that has gathered during its 28 years organizing conferences. Sign me up for Energize Weekly. Print Name Job Title Company What name do you prefer on your name badge? Address City State/Province Zip/Postal Code Country Telephone Email List any dietary or accessibility needs here CREDIT CARD Name on Card Account Number Billing Address Billing City Billing State Billing Zip Code/Postal Code Exp. Date Security Code (last 3 digits on the back of Visa and MC or 4 digits on front of AmEx) OR Enclosed is a check for $ to cover registrations. All cancellations received on or before May 15, 2015, will be subject to a US $195 processing fee. Written cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other event or publication. This credit will be good for six months. In case of event cancellation, s liability is limited to refund of the event registration fee only. For more information regarding administrative policies, such as complaints and refunds, please contact our offices at 303-770-8800. reserves the right to alter this program without prior notice. 12