By - Jon Brown

Solar Project Due Diligence: Financial, Legal & Technical Best Practices
March 12-13, 2019 | Atlanta, GA

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Overview

Solar PV utility-scale projects now proliferate in the power industry landscape, in both development and acquisition contexts.  As a result, the need for quality, systematic due diligence is essential. Such thorough due diligence is complex. Without it, even the slightest unexamined issue can trip up new players and industry veterans alike. While all phases of the project require this scrutiny, systematic due diligence is critical for those entities inexperienced in developing or partnering in solar projects.  It is especially important for utilities and other load serving entities (LSEs) evaluating the direct ownership of solar assets whose power they have been receiving under PPA arrangements.

This symposium will focus on the core areas of due diligence for PV projects — mostly utility-scale, but also with broad applicability to commercial and other large distributed-scale — and provide a “blueprint” for their execution. It covers aspects of solar project development not tackled by instructional programs that focus strictly on financing and tax issues.

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Learning Objectives

  • Identify key due diligence issues, questions, and features
  • Define the dominant elements to pre-qualify a candidate project development 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 solar assessment and energy production reports
  • Define the role and value of third-party independent engineering (IE) project review
  • Identify interconnection and other transmission considerations and constraints
  • Apply the proper risk assessment, risk allocation, and performance guarantees

Credits

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EUCI has been accredited as an Authorized Provider by the International Association for Continuing Education and Training (IACET).  In obtaining this accreditation, EUCI 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, EUCI is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standard.

EUCI is authorized by IACET to offer 1.1 CEUs for this event.

 

Instructional Methods 

Case studies, and PowerPoint presentations will be used in this symposium. 

Requirements for Successful Completion of Program

Participants must sign in/out each day and be in attendance for the entirety of the conference and/or workshop to be eligible for continuing education credit.

Agenda

Tuesday, March 12, 2019

7:30 – 8:00 a.m. :: Registration and Continental Breakfast

8:00 – 8:15 a.m. :: Welcome and Overview


8:15 – 9:00 a.m. :: Project Determination: Setting the Compass Heading

  • Classifications
    • Utility-scale
    • Commercial/Industrial
    • Residential portfolios
  • Characteristics of financeable (vs non-financeable) projects
  • Intent
    • Serve own load?
    • Generate primary revenue?
    • Generate supplemental revenue?
  • Ownership
    • Wholly-owned and operated?
    • Wholly owned and leased?
    • Jointly owned and operated?
    • Jointly owned and leased?
    • “Package arrangement” with developer?
  • Asset attributes
    • Standalone asset
    • Position in a larger portfolio
  • CapEx

Rich Cogen, Partner, Nixon Peabody


9:00 – 10:00 a.m. :: Pulling the Team and Information Together

  • Assigning roles
  • Developing and disseminating timely information
  • Interrelation of issues and impact of early-stage questions and answers on later stages of project
  • Impacts upon RFP responses
  • Issues that impact sale
  • Issues that impact financing

Brian Morrissey, Managing Director, Citizens Energy

10:00 – 10:15 a.m. :: Morning Break


10:15 – 11:45 a.m. :: Project Contractual Relationships

  • General structure
  • PPA
  • EPC
  • Financing
  • Transmission access and studies
  • Interconnection agreement(s)
  • Site and easements
  • Permitting

James Duffy, Partner, Nixon Peabody

11:45 a.m. – 1:00 p.m. :: Group Luncheon


1:00 – 2:45 p.m. :: Site Assessment and Independent/Owner’s Engineer Review

  • Reasonable design
  • Industry standards
  • Equipment and manufacturers track record and history
  • O&M plan and procedures
  • Equipment supplier review
  • Guarantees/warranties and contract review to avoid confliction
  • Acceptance test
  • Review of EPC performance guarantee
  • Environmental and Permitting
  • Certificate(s) for the lender

Solar Assessment and Energy Production Report

  • Solar resource
  • Global horizontal irradiance
  • Direct irradiance
  • Data collection for one year
  • Meteorological data collection and review
  • Estimation of energy production life-span
  • Uncertainty analysis
  • P90 energy estimate

Cathy Grover, Senior Vice President, Luminate (invited)

2:45 – 3:00 p.m. :: Afternoon Break


3:00 – 4:00 p.m. :: Real Estate, Title and Buildings

  • Non-disturbance agreement
  • Liens
  • Lender covenants
  • Title insurance
  • Off-site agreements
  • Rents and royalties
  • Mineral rights

John Agle, Counsel – Energy Specialist, Stewart Title Guaranty Company


4:00 – 5:30 p.m. :: EPCs and Equipment Suppliers

  • Experience
  • Financial stability
    • EPC contractor
    • Equipment provider
  • Subcontractors
  • How does EPC view and determine milestones?
  • Four risk areas
  • Warranties/guaranties
  • Pro
  • Technical approach
  • Cost projections
  • Equipment supply
  • Construction
  • Environmental and permitting

Eric McLean, Principal, ACE Solar

5:30 p.m. :: Program Adjourns for Day


Wednesday, March 13, 2019

7:45 – 8:15 a.m. :: Continental Breakfast


8:15 – 9:15 a.m. :: Considerations for Interconnection, Transmission and Utility Engagement

  • How much charged for interconnection
  • Interconnection studies
  • Working w/utility or off-taker
  • Interconnection agreement

Brian Morrissey, Managing Director, Citizens Energy


9:15 – 10:15 a.m. :: Risk Assessment, Risk Allocation, and Performance Guarantees

  • Natural hazards
    • Location in a high-hazard zone (earthquake, flood, or windstorm)
    • Availability of insurance
    • Cost of insurance
    • Impact on lenders interest
  • Contingent exposures
    • Lenders
    • Delays in delivery of key components
    • Potential loss of tax credits
    • Project
    • Inability to sell power if off-taker interconnection is damaged
  • Lender expectations
    • Full limits
    • Low deductibles
    • Cost-effective program
    • Claims paid on replacement-cost basis (declining costs for solar)
    • Stipulated loss insurance if loan exceeds replacement costs
  • Insurance market – availability of bond and insurance coverage

Will Persyn, Senior Vice President – Aon Global Power, Aon Risk Solutions

10:15 – 10:30 a.m. :: Morning Break


10:30 – 11:45 a.m. :: Financial Metrics

  • Appraisal / valuation
  • Tax equity considerations
  • Renewable Portfolio Standards (RPS) incentives and penalties
  • PPA terms and negotiation elements
  • CapEx
  • Hurdle rates
  • Return on Investment (ROI)
  • P90 scenarios
  • Curtailment exposure and impact on financial performance
  • Debt service coverage ratio (DSCR)
  • Other considerations

James Duffy, Partner, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Company LLP

Bethany Bartlett, Partner, Sherin and Lodgen LLP

11:45 a.m. :: Symposium Adjourns

Workshop

Renewable Energy Development on CCR and Other Utility Brownfield Sites

A One-Day Workshop for Utilities, Other Power Plant Owner/Operators and Project Developers

March 11, 2019

Overview

With solar, wind and other renewable power now mainstream energy resources, the aggressive search for suitable greenfield sites has prompted savvy investors, project developers, suppliers and power organizations to consider sites with less conventional development characteristics.  In fact, these blemished areas often turn out to be attractive siting options for renewable energy projects — especially if there is ready interconnection access.  These locations become an even more attractive option if a utility controls the prospective development area and is looking to develop the site or partner with a third-party entity to do so.  Even so, special considerations complicate closed coal combustion residual (CCR) site development as compared with greenfield locations.

This one-day symposium will examine the multiple aspects of developing renewable energy resources on CCR sites that may be reclamation candidates. It will consider utility interconnection, engineering, permitting, environmental and regulatory, legal, risk and financing issues.  Utilities, project developers, regulatory officials, investors and legal specialists with expertise in this very special arena will conduct the program, using case studies and examples from similar, successful closed landfill and brownfield re-development projects.

Learning Outcomes

Attendees will gain practical and technical skills that allow them to:

  • Evaluate the CCR and brownfield site prospects for renewable energy re-development
  • Assess and scope what specific renewable energy project re-development options may exist on CCR and brownfield utility sites
  • Analyze the dollars and sense of renewable energy re-development on CCR and brownfield utility sites
  • Examine, through a case study, the critical elements of CCR and brownfield utility site re-development
  • Identify how a utility evaluates the renewable energy re-development options best for it

Requirements for Successful Completion of Program

Participants must sign in/out and be in attendance for the entirety of the workshop to be eligible for continuing education credit.

Instructional Methods

Case studies, PowerPoint presentations, and panel discussions will be used in this workshop.

Agenda

Monday, March 11, 2019

7:30 – 8:00 a.m. :: Registration and Continental Breakfast

8:00 – 8:15 a.m. :: Welcome and Introductions


8:15 – 9:45 a.m. :: Evaluating the Site Prospects for Renewable Energy Re-development on CCR and Other Brownfield Sites

  • Site Development Characteristics
    • Demolition and disposition requirements
    • Remediation issues
    • Date of site availability
    • Buildability of site
    • Contour and drainage
    • Regulatory restrictions, allowances and incentives

9:45 – 10:00 a.m. :: Morning Break


10:00 a.m. – 12:00 p.m. :: Scoping Feasible Project Development Options on CCR and Other Brownfield Sites

  • Evaluating the suitability of different renewable energy development options
    • Wind
    • Solar
  • Monetizing interconnection/injection rights
  • Evaluating the project development and ownership options
    • Develop and own
    • Contract and lease

12:00 – 1:00 p.m. :: Group Luncheon


1:00 – 2:30 p.m. :: Understanding the Dollars and Sense of Renewable Energy Re-development on CCR and Other Brownfield Sites

  • The Financial Driver: Tax Incentives
    • ITC/PTC
    • State tax concessions
  • Other Financial/Transactional Considerations
    • Renewable Energy Credit (REC) values
    • Satisfying state RPS mandates
    • Regional carbon-reduction instruments
    • Rate recovery
    • Monetizing interconnection/injection rights

2:30 – 2:45 p.m. :: Afternoon Break


2:45 – 3:45 p.m. :: CASE STUDY:  Critical Elements of Utility CCR and Other Brownfield Site Re-development

  • Project scoping
  • Components and selection
  • Essential Contracts
  • Permitting and regulatory clearances
  • Construction and development
  • Commissioning
  • Operation

3:45 – 4:45 p.m. :: How a Utility Determines the Renewable Energy Re-development Options Best for It

This segment will be a panel discussion of the subject matter experts discussing the key decision points that utilities must weigh and balance as they evaluate whether to re-develop renewable energy resources on de-commissioned power plants.

4:45 p.m. :: Workshop Adjourns

Instructors

Rich Cogen, Partner, Nixon Peabody LLP

Richard Cogen is partner at the law firm Nixon Peabody LLP.  He 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.  In the past few years, his expertise has assisted clients in acquiring, constructing and financing more than a billion dollars’ worth of solar energy projects and in developing large fossil fuel and wind electric generating facilities and electric transmission projects.


Andrew Conte, Senior Assoc, Gabel & Associates

Andrew Conte is a Senior Associate of Gabel Associates. He has more than 10 years of environmental and energy consulting experience with particular expertise in energy efficiency and distributed generation project development, technical studies, and sustainability planning. Mr. Conte has extensive experience working with public and private sector clients. Mr. Conte supports renewable energy projects including RFP development and administration, proposal evaluation, contract negotiations, and performance monitoring.  Prior to joining Gabel Associates, Mr. Conte was part of the outreach team for the NYSERDA Existing Facilities Program and Demand Management Program. In this role, he assisted non-profit institutions with evaluating and developing energy efficiency and storage projects for potential funding through these NYSERDA incentive opportunities.  In addition, he has worked closely with local and county governments to create energy master plans, using an infrastructure baseline analysis.


James 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.  He has represented numerous developers, investors, syndicators and lenders in structuring and closing renewable energy and other transactions around the country.  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). 


Eric McLean, Principal, ACE Solar

Eric McLean is a Principal at ACE Solar.  He possesses more than 20 years of experience in the construction and renewable energy engineering industries.  Eric has supervised the design and construction of hundreds of solar projects and over 130 MWs of solar panels installed to date.   Before joining the firm, Mr. McLean was an integral part of the team at American Capital Energy, first as a senior project engineer and then as Executive Vice President of Operations and chief operating officer. In that capacity, he was responsible for operational oversight on all projects the company developed.  He also worked for Weston & Sampson Engineers, Inc., for 10 years. While at Weston & Sampson Mr. McLean was tasked on projects involving renewable energy, soil and groundwater remediation, landfill capping, water distribution and wastewater collection system replacement, site engineering, and storm water modeling. Several projects on which he has worked have been recognized with industry and environmental awards.

Speakers

John Agle, Counsel – Energy Specialist, Stewart Title Guaranty Company

John Agle is Energy Specialist Counsel at Stewart Title Guaranty Company.  He has nearly 40 years of experience in the title insurance industry, almost all within the commercial sub-market.  Mr. Agle has been involved in underwriting renewable energy projects for about 20 years, and has a particular passion for these projects and their enhanced complexity.  His experience extends to geothermal, wind, solar, hydro, storage, gas-fired, and biomass/biofuel projects.  He is a CA attorney, and serves on the Advisory Board of the McMillin Real Estate Center at his alma mater, San Diego State University.  Before joining Stewart Title, he was instrumental in the creation of the First American Energy Group.


Bethany A. Bartlett, Partner, Sherin and Lodgen LLP

Bethany A. Bartlett is chair of the Solar Energy Practice Group at Sherin and Lodgen LLP and a partner in the firm’s Real Estate Dept. Her practice focuses on transactional real estate and includes project finance, the acquisition, disposition, leasing and financing of both developed and to-be-developed properties, including land use, zoning, title and permitting matters, as well as conservation and deed restrictions for the preservation of open space.  Ms. Bartlett has a specialty concentration in representing lenders in complex financing transactions, particularly portfolio debt financing for commercial solar development, which includes Investment Tax Credit investors and various state incentive programs. She also represents solar developers, land owners and off-takers in negotiating ground and rooftop leases and power purchase agreements.  Prior to joining the firm, she was an associate at Deutsch Williams Brooks DeRensis & Holland P.C. in Boston, where she gained substantial experience representing various municipalities concentrating on real estate matters, including project permitting, title disputes, conservation and land use restrictions and ensuring statutory compliance for real estate acquisitions and dispositions.


Richard Cogen, Partner, Nixon Peabody LLP

Richard Cogen is a partner at the law firm Nixon Peabody LLP.  He 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.  In the past few years, his expertise has assisted clients in acquiring, constructing and financing more than a billion dollars’ worth of solar energy projects and in developing large fossil fuel and wind electric generating facilities and electric transmission projects.


James F. Duffy, Partner, Nixon Peabody LLP

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.  He has represented numerous developers, investors, syndicators and lenders in structuring and closing renewable energy and other transactions around the country.  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). 


Tony Grappone, Partner, Novogradac & Company LLC

Tony 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. He 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 the firm, 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. Mr. Grappone 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.


Catherine N. Grover, Senior Vice President, Luminate (invited)

Cathy Grover is Senior Vice President at Luminate.  She has more than 20 years of experience serving the energy industry, including power, renewable energy, and oil and gas. She has substantial experience in managing and leading advisory and independent engineering services in support of the development and financing of a wide range of power and energy projects. As the leader of Luminate’s solar energy practice, Ms. Grover is a leading authority in resource consulting and assessment, and independent engineering reviews of large, utility-scale solar power projects.  Her background includes profit center management of combustion equipment, research and development of combustion-based technologies, and technical due diligence and independent engineering in support of financing, M&A, and emerging technologies, construction, commissioning and operations monitoring, and economic evaluations.  Prior to joining the firm, Ms. Grover held consulting positions with other firms including Jacobs Engineering, Pearl Development Company, ADA Technologies, and KOCH / John Zink.


Eric McLean, Principal, ACE Solar

Eric McLean is a Principal at ACE Solar.  He possesses more than 20 years of experience in the construction and renewable energy engineering industries.  Mr. McLean has supervised the design and construction of hundreds of solar projects and more than 130 MWs of solar panels installed to date.   Before joining the firm, he was an integral part of the team at American Capital Energy, first as a senior project engineer and then as Executive Vice President of Operations and chief operating officer. In that capacity, he was responsible for operational oversight on all projects the company developed.  He also worked for Weston & Sampson Engineers, Inc., for 10 years. While at Weston & Sampson Mr. McLean was tasked on projects involving renewable energy, soil and groundwater remediation, landfill capping, water distribution and wastewater collection system replacement, site engineering, and storm water modeling. Several projects on which he has worked have been recognized with industry and environmental awards.


Brian Morrissey, Managing Director, Citizens Solar

Brian Morrissey is a Managing Director at Citizens Solar, a division of Citizens Energy Corporation, a national developer and owner / operator of distributed generation and small utility scale solar projects.  He founded Citizens’ solar business in 2010 and is responsible for all solar related activities, including project origination, development, construction management, financing, and asset management.  The company finances all of its projects with typical project finance structures and provides all sponsor equity for each portfolio. Prior to joining Citizens Energy Corporation, Mr. Morrissey was on the Global Power team at Cambridge Energy Research Associates (CERA), a leading energy consulting and research firm to international energy companies, governments, financial institutions, and technology providers.  Before his tenure at CERA, Mr. Morrissey worked in GE Energy’s central marketing and strategy group, and was an officer in the U.S. Army. 


Will Persyn, Senior Vice President and Account Executive – Power & Utility Practice, Aon Global Power

Will Persyn is Senior Vice President and Account Executive for Aon’s Power & Utility Practice – Western Region. He quarterbacks the client relationship to identify and deploy the most impactful Aon resources to deliver mutually agreed-upon Aon Client Promise Plans. Mr. Persyn has over 15 years of Risk Management experience. Prior to joining Aon, he spent over ten years as the insurance, risk management, claims, and compliance manager with full responsibility for the strategic planning and leadership of the risk and insurance programs for a diversified, publicly traded company with over $12 billion in assets. Their holdings included Arizona’s largest electric utility, the US’s largest nuclear power plant, commodity trading floor operations, a diverse renewable energy portfolio, unregulated energy services operations, real estate development and construction, and golf course operations. He then spent five years at Willis where he ultimately led their Power, Utility & Renewable Energy practice.

Location

Atlanta Marriott Northwest at Galleria

200 Interstate North Parkway, SE

Atlanta, GA 30339

Reserve your room:

please call 1-770-952-7900

Room Block Reserved For:

Nights of March 10 – 12, 2019

Room rate through EUCI:

$169.00 single or double plus applicable taxes
Make your reservations prior to February 17, 2019.

Register

Please Note: Confirmed speakers do not need to register and are encouraged to participate in all sessions of the event. If you are a speaker and have any questions please contact our offices at 1.303.770.8800

EventEarly Bird Before
Friday, February 22, 2019
Standard RateAttendees
Solar Project Due Diligence: Financial, Legal & Technical Best PracticesUS $ 1295.00US $ 1495.00

This event has the following workshops:

Renewable Energy Development on CCR and Other Utility Brownfield SitesUS $ 895.00
US $ 995.00

Take advantage of these discounts!

  • Attend the Conference and workshop and pay US $ 2,095.00 per attendee (save US $ 95.00 each)

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.

Cancellation Policy

Your registration may be transferred to a member of your organization up to 24 hours in advance of the event. Cancellations must be received on or before February 08, 2019 in order to be refunded and will be subject to a US $195.00 processing fee per registrant. No refunds will be made after this date. Cancellations received after this date will create a credit of the tuition (less processing fee) good toward any other EUCI event. This credit will be good for six months from the cancellation date. In the event of non-attendance, all registration fees will be forfeited. In case of conference cancellation, EUCIs 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

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