By - Jon Brown

Solar Project Due Diligence: Financial, Legal & Technical Requirements
June 27-28, 2019 | Anaheim, CA

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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 especially critical for those entities inexperienced in developing or partnering in solar projects.

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.

Learning Objectives

  • 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 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

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 conference and 0.4 CEUs for the workshop.

 

Instructional Methods 

Case studies, and PowerPoint Presentations will be used in this conference and affiliated workshop. 

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

Thursday, June 27, 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 and Cochair – Energy and Environmental Practice Group, Nixon Peabody LLP


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

Joshua Udler, Assistant General Counsel, Constellation

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


1:00 – 2:45 p.m. :: Site Assessment and Independent Project Review

  • Reasonable design
  • Industry standards
  • Equipment and manufactures track record and history
  • O&M plan and procedures
  • Equipment supplier review
  • Guaranties/warrantees 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
  • Metrological data collection and review
  • Estimation of energy production lifespan
  • Uncertainty analysis
  • P90 energy estimate

Matthew Brinkman, Solar Business Unit and Regional Practice Manager, Burns & McDonnell

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
  • Technical approach
  • Cost projections
  • Equipment supply
  • Construction
  • Environmental and permitting

Joshua Udler, Assistant General Counsel, Constellation

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


Friday, June 28, 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

Jatin Sharma, President, GCube Insurance

10:15 – 10:30 a.m. :: Morning Break


10:30 – 11:45 p.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

Bethany A. Bartlett, Partner, Sherin and Lodgen LLP

James Duffy, Partner and Chair – Renewable Energy Tax Credit Group, Nixon Peabody LLP

Tony Grappone, Partner, Novogradac & Company LLC

Joshua Udler, Assistant General Counsel, Constellation

11:45 a.m. :: Symposium Adjourns

Instructors

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 California 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.


Matthew Brinkman, Solar Business Unit and Regional Practice Manager, Burns & McDonnell

Matthew Brinkman is the Solar Business Unit and Regional Practice Manager at Burns & McDonnell.  In that capacity, he is responsible for business development, resource allocation, and business planning related to utility-scale solar projects.  He manages a multi-disciplinary group of 70-plus engineers and directs a $20 million annual budget for utility capital projects.  His team specializes in capital and operations & maintenance projects at existing power plants, and utility-scale solar plants.  Mr. Brinkman’s team has worked on some of the largest and most lauded solar projects in the nation, including serving as the Owner’s Engineer on the largest solar thermal plant in the world (392 MW Ivanpah) and the largest solar PV project in the United States (580 MW Solar Star).  Mr. Brinkman was appointed by Governor Janet Brewer to serve on the Arizona governor’s Solar Advisory Task Force.


James F. Duffy, Partner and Chair – Renewable Energy Tax Credit Group, 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.


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. 


Jatin Sharma, President, GCube

Jatin Sharma is the President of GCube.  He joined the company in 2010, specializing in utility scale solar and wind (notably offshore), expanding the company’s visibility and reach around the globe.  He is the author of several GCube reports exploring global trends in wind turbine and solar PV down-time events, including Gone With The Wind and Risky Business.  Mr. Sharma was promoted to President in January 2018 for North America.  Prior to joining GCube he was Divisional Director at Willis, where he managed project insurance on behalf of the leading European power and utility companies.  He holds an MSc in Climate Change Management from the University of London, with a thesis on the challenges of delivering greater domestic content in offshore wind.


Joshua Udler, Assistant General Counsel, Constellation

Joshua Udler is an Assistant General Counsel at Constellation, an Exelon company.  He has nearly 20 years of legal experience as a commercial and corporate lawyer, more than 15 years at Constellation. He primarily supports Constellation’s national retail distributed energy business — including solar and the energy efficiency performance contracting business — involving the design, installation, operation and monitoring of energy conservation measures for this energy services company (ESCO).  Mr. Udler has supported Constellation’s retail solar business since its inception in 2007, which has now grown to nearly 400 MWs in operation or under construction for approximately 125 customers including commercial, federal, state and local government entities.  He has helped Constellation with all legal matters relating to purchasing and integrating several other solar and ESCO companies into the company since 2005.  He has broad experience with real property matters for solar and other distributed energy systems.  He provides strategic support to Constellation’s executive management team, serves as corporate secretary for Constellation NewEnergy, Inc., and has supervised a contracts support team of a half-dozen professionals for many years.  Before joining Constellation in 2003, Mr. Udler worked at Piper Marbury Rudnick and Wolfe (now DLA Piper) in Washington DC focusing on the areas of corporate, mergers and acquisitions, venture capital financings, and information technology matters for more than 50 public and private companies.

Location

Hyatt Regency Orange County

11999 Harbor Blvd

Garden Grove, CA 92840

Reserve your room:

please call 1-714-750-1234

Room Block Reserved For:

Nights of June 24 – 27, 2019

Room rate through EUCI:

$169.00 single or double plus applicable taxes
Make your reservations prior to May 24, 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, June 07, 2019
Standard RateAttendees
Solar Project Due Diligence: Financial, Legal & Technical Best PracticesUS $ 1295.00US $ 1495.00

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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 May 24, 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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