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Thomas Leonard

Program Coordinator Council of Development Finance Agencies Columbus, OH

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Panelists

Rena Nak akashima, , Mod

• derator

Senior Product Manager The Bank of New York Mellon

Sh Sharon Woj

• jda

Finance Director City of Bend, Oregon

St Stephen Pear earlman

Founding Partner Pearlman & Miranda, LLC

Bonds + Financing Sustainability

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Rena Nakashima

Senior Product Manager The Bank of New York Mellon Los Angeles, CA

Bonds + Financing Sustainability

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Sharon Wojda

Finance Director City of Bend Bend, Oregon

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Bonds + Financing Sustainability

CITY OF BEND |

BONDS + FINANCING SUSTAINABILITY PROJECTS SHARON WOJDA, FINANCE DIRECTOR CITY OF BEND, OR NOVEMBER 14, 2017

CITY OF BEND |

TOPICS COVERED

• 1. City of Bend
• 2. Revenue Bonds
• 3. Water System
• 4. Bridge Creek Project

CITY OF BEND |

CITY OF BEND

CITY OF BEND |

BEND, OREGON

CITY OF BEND |

BEND, OREGON

CITY OF BEND |

GREAT WATER, GREAT LIFE!

CITY OF BEND |

REVENUE BONDS

CITY OF BEND |

2016 WATER REVENUE BONDS

• Project substantially completed April 2016
• Revenue Bonds issued July 2016
• Total proceeds $62.8 million
• $60.4M new money (including line of credit repayment)
• $2.4M refund loan from State of Oregon
• Water System Improvements (the Bridge Creek Project):
• Replaced pipeline
• Upgraded intake facility
• New water treatment plant
• Maintain dual water source

CITY OF BEND |

REVENUE BOND PROCESS - OVERVIEW

• Select municipal advisor and bond

counsel

• Formal governing body actions:
• Adopts intent to reimburse

resolution (if necessary)

• Adopts resolution to authorize

issuance of bonds

• Draft Documents:
• Preliminary Official Statement

(POS)

• Master Bond Declaration
• Rating agency and investor

roadshow presentations

• Pricing and bond sale
• Documents signed, bonds closed,

funds received

• Update EMMA

CITY OF BEND |

2016 WATER REVENUE BONDS

• Throughout process - hands on involvement

from Engineering Director and City Manager

• Brought both Moody’s and S&P onsite for rating

presentations

• Separate presentations with joint tour of water

system

CITY OF BEND |

WATER SYSTEM

CITY OF BEND |

WATER SERVICE AREA

• Private water providers

serve about 25% of the population and City

• Water System Coverage

& Service:

• Residential service

population of about 65,000

• Approx 25,000 water

service connections

CITY OF BEND |

WATER SYSTEM OVERVIEW

CITY OF BEND |

DUAL SOURCE SYSTEM BENEFITS

CITY OF BEND |

BRIDGE CREEK PROJECT

CITY OF BEND |

BRIDGE CREEK PROJECT

CITY OF BEND |

PROJECT CORRIDOR

New Water Treatment Facility New Water Pipeline Upgrade of Water Intake Facility

CITY OF BEND |

ENVIRONMENTAL PROTECTION AGENCY LT2 RULE Requires all surface water systems to install treatment to remove or inactivate cryptosporidium, a pathogenic microorganism that is resistant to chlorine

CITY OF BEND |

ENGINEERING APPROACH

• 2011 feasibility analysis
• n reinvestment of

surface water supply

• Water distribution

analysis

CITY OF BEND |

OPTIMIZATION ANALYSIS RESULTS

• Less energy
• Construct membrane

treatment to increase reliability in the event

• f wildfire and address

regulatory requirements

• Build new pipeline and

intake in roadway to reduce risk of failures and lessen environmental impact

Membrane Filtration

Utilize Surface Water more and use wells less

CITY OF BEND |

AGING SYSTEM – PIPELINE DETERIORATION

CITY OF BEND |

EXTREME FIRE RISK

CITY OF BEND |

WATER SYSTEM PRODUCTION DEMAND

• Steady increase in new water service connections and

corresponding demand since 2011

• Since 2011, annual demand increase ~5%/year

CITY OF BEND |

FINAL PROJECT COSTS - $72.4 MILLION

Intake Facility $ 5.0 M Pipeline $28.4 M Treatment Facility $37.1 M Hydro / Other Studies $1.9 M

CITY OF BEND |

SUMMARY

• Bridge Creek project:
• Replaced pipeline
• Upgraded intake facility
• New water treatment plant
• Maintained dual water source
• Project Costs = $72 Million
• $60 Million Water Revenue Bonds
• $12 Million Rates

“Prowell Springs” – the source of Bend’s surface water system

CITY OF BEND |

QUESTIONS?

Sharon Wojda City of Bend Finance Director (541) 693-2158 swojda@bendoregon.gov

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Stephen Pearlman

Founding Partner Pearlman & Miranda, LLC Bloomfield, New Jersey

Bonds + Financing Sustainability

COUNCIL OF DEVELOPMENT FINANCE AGENCIES

BONDS + FINANCING SUSTAINABILITY

Stephen B. Pearlman, Esq. Pearlman & Miranda, LLC, Bloomfield, NJ November 14, 2017

Part I Financing Government Renewable Energy Projects, Generally

AVAILABLE CAPITAL MARKETS

For governments looking to finance renewable energy projects:

• Municipal bond market
• Primary market, public offering, or other (see

below)

• Notes or Bonds (have not seen COPs or
• ther interests)
• Tax-exempt or Taxable
• If tax-exempt, interest from tax-exempt

investors, including muni bond funds.

• No equity available to governments
• Typically, no bank loans available, although

private placement purchase by banks (§265(b) bank qualified bonds deduction for cost of carry, post 1986 Tax Act, under $10M issuer)

TYPES OF OFFERINGS

• Public Offering with an underwriter
• Limited Public Offering, or Private Placement

Tax Considerations:

• Tax-exempt Governmental Bonds v. Taxable (historically a 200bp spread)

Capital expenditures and related soft costs Safe harbor management contract guidelines (Rev. Proc. 2017-13 and Rev. Proc. 2016- 44)

• AMT (Qualified private activity bonds (PABs); restrictive rules including volume

cap, COI limitations)

• PABs: Sewage Facilities, Water Facilities, Solid Waste to Energy Facilities, Local

District Heating and Cooling Facilities, Small Issue IDBs

• Tax Credit Bonds (clean renewable energy bonds (CREBs), qualified energy

conservation bonds (QECBs))

• Instead of current interest, bond holder receives tax credit = 70% of daily

rate established by U.S. Treasury; see www.treasurydirect.gov/GA- SL/SLGS/selectQTCDate.htm)

• CREBs: Wind Facilities, Closed-Loop Biomass Facilities, Open-Loop

Biomass Facilities, Geothermal or Solar Energy Facilities, Small Irrigation Power Facilities, Landfill Gas Facilities, Trash Combustion Facilities, Marine and Hydrokinetic Renewable Energy Facilities Federal Securities Law Considerations:

• Muni Market Exempt from Registration under Securities Act of 1933
• MSRB Rule 15c2-12; Back Door regulation of Official Statements (muni market
• ffering documents), post 1975 Tower Amendment, through regulation of

underwriters

• Section 3(a)(2) exemption for tax-exempt bonds v. Reg D accredited investor and

“big-boy letter” for taxable securities

• Anti-Fraud provisions of Securities Exchange Act of 1934 still apply

CHARACTERISTICS OF MUNICIPAL MARKET

Risk Adverse

• GO or bankable revenue stream, preferably with

rate and negative covenants

• Anti-dilution provisions (additional bond tests)
• Full project entitlements obtained

Quantifiable Risk (investment grade rating system, no “story bonds”) Sufficient Size (too small to engender interest) Market Timing Considerations (Fed announcements) Liquid Secondary Market for Publicly Offered Debt

TYPES OF RENEWABLE ENERGY PROJECTS

• Solar (roof, ground mount and parking canopy)
• Wind (on and offshore; small (up to 100kw) and large wind)
• Energy Efficiency (energy savings offset capital cost; ESCO or
• govt. model)
• Combined Heat and Power (CHP, formerly Cogen)
• Fuel Cells
• Geothermal
• Microturbines
• Energy Resiliency (Islanding and Blackstarting-backup fuel

source for CHP)

CAPITAL STACK

For Governments:

• Debt
• State Renewable Energy Certificates

For Private:

• Debt, Equity, or Mezz Financing
• Investment Tax Credits (generally, 30% ITC – see chart on next page)
• MACRS (accelerated depreciation)
• State RECs

e.g., SRECs, ORECs www.dsireusa.org

For Both (as applicable):

• Grants (e.g., see 71 subsidy programs available in NJ:

http://programs.dsireusa.org/system/program?state=nj)

• Subsidized Loan/Loan Forgiveness (e.g., NJEIT (SRF)/NJ Energy

Resilience Bank/Other Green Banks) Other:

• NMTC (39% over 7 years; on top of ITC-Goldman Sachs NJCAP 2011

transaction)

• HUD-DR (NJ Resilience Bank)
• DOE ($47M DOE grant (25% project cost) to prospective NJ Offshore

Wind developer)

INVESTMENT TAX CREDIT CHART

Rebate Amount:

• 30% for solar, fuel cells, small wind
• 10% for geothermal, microturbines and CHP

Summary: Note: The Consolidated Appropriations Act, signed in December 2015, included several amendments to this credit which apply to solar technologies and PTC-eligible technologies. Notably, the expiration date for these technologies was extended, with a gradual step down of the credits between 2019 and 2022.

• The federal Business Energy Investment Tax Credit (ITC) has been amended a number of times, most

recently in December 2015. The table below shows the value of the investment tax credit for each technology by year. The expiration date for solar technologies and wind is based on when construction

• begins. For all other technologies, the expiration date is based on when the system is placed in service

(fully installed and being used for its intended purpose).

Technology 12/31/16 12/31/17 12/31/18 12/31/19 12/31/20 12/31/21 12/31/22 Future Years PV, Solar Water Heating, Solar Space Heating/Cooling, Solar Process Heat 30% 30% 30% 30% 26% 22% 10% 10% Hybrid Solar Lighting, Fuel Cells, Small Wind 30% N/A N/A N/A N/A N/A N/A N/A Geothermal Heat Pumps, Microtubines, Combine Heat and Power Systems 10% N/A N/A N/A N/A N/A N/A N/A Geothermal Electric 10% 10% 10% 10% 10% 10% 10% 10% Large Wind 30% 24% 18% 12% N/A N/A N/A N/A

Source: http://energy.gov/savings/business-energy-investment-tax-credit-itc

• CONT. INVESTMENT TAX CREDIT CHART

Solar Technologies:

• Eligible solar energy property includes equipment that uses solar energy to generate electricity, to heat or cool (or provide hot water for use in) a

structure, or to provide solar process heat.

• Hybrid solar lighting systems, which use solar energy to illuminate the inside of a structure using fiber-optic distributed sunlight, are eligible.
• Passive solar systems and solar pool-heating systems are not eligible.

Fuel Cells:

• The credit is equal to 30% of expenditures, with no maximum credit.
• However, the credit for fuel cells is capped at $1,500 per 0.5 kilowatt (“kW”) of capacity.
• Eligible property includes fuel cells with a minimum capacity of 0.5 kW that have an electricity-only generation efficiency of 30% or higher.

Small Wind Turbines:

• The credit is equal to 30% of expenditures, with no maximum credit for small wind turbines placed in service after December 31, 2008.
• Eligible small wind property includes wind turbines up to 100 kW in capacity. (In general, the maximum credit is $4,000 for eligible property placed in

service after October 3, 2008, and before January 1, 2009. The American Recovery and Reinvestment Act of 2009 removed the $4,000 maximum credit limit for small wind turbines.)

• Small wind turbines must meet the performance and quality standards set forth by either the American Wind Energy Association Small Wind Turbine

Performance and Safety Standard 9.1-2009 (AWEA), or the International Electrotechnical Commission 61400-1, 61400-12, and 61400-11 (IEC).

Geothermal Systems:

• The credit is equal to 10% of expenditures, with no maximum credit limit stated.
• Eligible geothermal energy property includes geothermal heat pumps and equipment used to produce, distribute or use energy derived from a

geothermal deposit.

• For electricity produced by geothermal power, equipment qualifies only up to, but not including, the electric transmission stage.
• For geothermal heat pumps, this credit applies to eligible property placed in service after October 3, 2008.
• Note that the credit for geothermal property, with the exception of geothermal heat pumps, has no stated expiration date.

Microturbines:

• The credit is equal to 10% of expenditures, with no maximum credit limit stated (explicitly).
• The credit for microturbines is capped at $200 per kW of capacity.
• Eligible property includes microturbines up to two megawatts (MW) in capacity that have an electricity-only generation efficiency of 26% or higher.

Combined Heat and Power (CHP):

• The credit is equal to 10% of expenditures, with no maximum limit stated.
• Eligible CHP property generally includes systems up to 50 MW in capacity that exceed 60% energy efficiency, subject to certain limitations and

reductions for large systems.

• The efficiency requirement does not apply to CHP systems that use biomass for at least 90% of the system's energy source, but the credit may be

reduced for less-efficient systems.

• This credit applies to eligible property placed in service after October 3, 2008.

Production Tax Credit-Eligible Techologies:

• Technologies that are eligible for the Production Tax Credit (PTC) were eligible to opt for the ITC in lieu of the PTC if construction commenced prior to

January 1, 2015. As of January 1, 2015, only wind energy systems are eligible to claim the ITC in lieu of the PTC. *In general, the original use of the equipment must begin with the taxpayer, or the system must be constructed by the taxpayer. The equipment must also meet any performance and quality standards in effect at the time the equipment is acquired. The energy property must be operational in the year in which the credit is first taken. Source: http://energy.gov/savings/business-energy-investment-tax-credit-itc

SECURITY FOR BONDS

General Obligation

• Direct GO or Service Contract for Authorities (e.g., sewage or water authorities)
• Debt Limitations and/or Voter Approval
• Procedural Requirements, State and Local
• Constitutional prohibition regarding private lending of credit
• Other Pressing Capital Concerns

Other Tax

• MA dedicated sales tax funding school district capital projects

Special Assessment

• PACE-cost of energy efficiency project assessment runs with the land
• Municipal lien trumps 1st mortgage bank liens, so issues for Fannie Mae/Freddie

Mac Revenue Bonds

• Conduit issuers and fees and procedures
• Bankable deal (cost and revenue side)
• Known technology risk (offshore wind, demonstration project-next generation

turbine)

• Dedicated Revenue Stream, including known value of benefits
• Tax Credits syndicated or Infusion of Cash with Tax Equity Partner in

privately funded transactions

• Forward sale of RECs
• Tested Payment Mechanics (OREC Order)
• Attempt to minimize all risk to construction risk

Credit Enhancement

• GO Guaranty
• Bond Insurance or Letter of Credit
• Other, e.g., NYSERDA 2013 $24.3M NYS EFC SRF AAA Guaranty

TURNKEY PROJECTS FOR GOVERNMENTS

(WITH NO INTEREST IN ACCESSING CAPITAL MARKETS FOR THEIR ENERGY PROJECTS) Power Purchase Agreements (PPA):

• Electric power sold to government at PPA price below tariff
• Private developer takes Federal tax and State REC benefits, and

embeds benefits, less profits, in PPA price

• Turnkey and no government debt, but no transparency in pricing or

savings, and lock-up government property for 10+ years (sufficient period to allow developer to take tax benefits and amortize capital costs)

• Hidden costs in PPA terms

Ground Lease Agreements:

• e.g., Solar facility on closed municipal landfill-a second use on
• therwise useless government property
• Special State incentives
• Ground lease rent

Hybrid Morris Model:

• Lower cost government financing
• Private owner of energy property takes Federal tax benefits and State

subsidies

• Embeds additional savings in lower PPA price

PRESIDENT TRUMP TAX PROPOSAL

Unified Framework for Fixing Our Broken Tax Code September 27, 2017 It is unclear.

“The framework explicitly preserves business credits in two areas where tax incentives have proven to be effective in promoting policy goals important in the American economy: research and development (R&D) and low-income housing. While the framework envisions repeal of other business credits, the committees may decide to retain some other business credits to the extent budgetary limitations allow.”

FIRST DRAFT OF REPUBLICAN TAX BILL

Highlights related to ITC for solar and wind:

• Inflation Adjustment Factor terminated for facilities whose

construction begins after the enactment of the Tax Reform Bill.

• The construction of a facility will be treated as “beginning”

if such facility has a “continuous program of construction”

• n such date as required by the Tax Reform Bill.
• To be considered energy property, solar energy that

generates electricity must begin construction before January 1, 2028.

• Extends timing for qualified small wind energy property to

begin construction until January 1, 2022.

• Adds a phaseout for qualified small wind energy property:
• 26% - if construction begins after December 31, 2019,

and before January 1, 2021;

• 22% - if construction begins after December 31, 2020,

and before January 1, 2022; and

• 10% - if construction begins before January 1, 2022,

and not placed in service before January 1, 2024.

Part II Renewable Energy Case Study, Morris Model Solar

Public Purpose:

• Provide solar panels for local government

(municipalities, school districts, local govt. authorities) facilities. Benefits:

• Savings from utility tariff.
• Budget certainty for multi-year term of contract.
• Environmental benefits of renewable energy.
• Educational benefits for school districts.

Options:

• Private Developer Turnkey Power Purchase

Agreement (PPA) Model.

• Government Finance.
• Hybrid P3.

INTRODUCTION

PRIVATE DEVELOPER TURNKEY PPA MODEL

Advantages (In addition to Benefits):

• Turnkey (financing, construction, O&M all handled by

private developer / EPC Contractor).

• Little Impact on Administrative Time of local

government.

Disadvantages:

• Savings minimal.
• All Federal tax benefits (30% ITC, 5 year MACRS),

SRECs, and PPA price inure to benefit of private developer.

PUBLIC FINANCING

Advantages:

• Own system.
• Savings not limited to difference between utility and

PPA price.

• Public finance tax exempt.
• Typically cheaper cost of capital than private

financing.

• No need to venture into PPA.
• Governments typically not expert in renewable

energy.

Disadvantages:

• Forgo substantial Federal tax incentives.
• Have to deal w/ O&M of system.
• Not expert in managing/monetizing revenue

generating SRECs.

• Bond approval (State, debt load, voter).
• Administrative time for oversight.

P3 MODEL - “MORRIS MODEL”

• Regional government provides pool of sites and local

governments.

• Regional government, GO backed, provides low cost

financing.

• Structured as a lease purchase with private developer.
• Regional government owns solar systems, leases

systems to private developer; full benefits and burdens of ownership, through lease purchase, on private developer makes state law lessee the owner for federal tax purposes.

• Developer gets 30% ITC, 5 year MACRS, SRECs and

PPA revenues

• However, since regional government provides financing,

(i) it provides form documents (PPA, Lease, and bond documents), not private redeveloper; (ii) government issues RFP for developer, and controls process; and (iii) cheaper financing should be embedded in lower PPA rate, generating greater savings for local governments.

P3 MODEL - “MORRIS MODEL” EXAMPLES

Morris 1:

• $21,600,000
• 3.2 MW
• PPA Price of $0.106/kWh

Somerset 1:

• $40,750,000
• 7.6 MW
• PPA Price of $0.048/kWh

Morris 2:

• $34,300,000
• 8.598 MW
• PPA Price of $0.075/kWh

Somerset 2:

• $26,790,000
• 7.056 MW
• PPA Price of $0.041/kWh

Sussex 2:

• $27,700,000
• 6.9 MW
• PPA Price of $0.094/kWh

ISSUES IN STRUCTURING SOLAR P3

Issues associated with a Pooled Financing:

• Outreach and General v. Town specific education.
• Lock Step timing.
• Delegation authorization.
• Uniformity of documents (fairness and protections v. competitive pricing).
• e.g. *days down of roof, GMP
• Allocation of benefits and costs (anchor tenant issues).

Physical Condition of Site:

• Govt. consultant need to diligence sites.
• Roofs (condition, useful life, warranties for “multiple roofs”, and other machinery).
• Angle of sun and shading.
• Latent environmental issues.

Presumptions for private sector:

• RFP would attract bidders.
• IRR.
• Private cost of capital, as benchmark.
• Tax Impact and Analysis.
• How much soft cost could be carried?
• Development Cost to put program together.
• Security for GO (pricing of LC, fund up, parent guaranty).
• Elimination of unnecessary risk factors in pricing.
• Hold harmless on bond pricing due to gap in timing.
• Merry go round of sites
• Equity requirement.
• Allow for market solutions.
• Security for GO
• EPC terms (GMP; design standards)
• RFP provision allowing for change in document terms

PROBLEMS ENCOUNTERED WITH SOLAR P3

Acceptance of Documents per RFP:

• Constant attempt to renegotiate.
• Regional government, GO backed, provides low cost

financing.

Acceptance and diligence of sites per RFP:

• Incentive to jettison small and troublesome sites

(environmental or design).

• Abuse of merry-go-round (intent of better pricing

through risk elimination v. bait and switch).

Effect of parties not contract parties:

• EPC (GMP and sunk costs in merry-go-round).
• Design Professionals and standards.
• Private arbitrations.
• Mediation.
• Litigation (wins not enough with well-heeled party).
• Real world difficulty in calling Payment – Performance

Bond.

LESSONS LEARNED WITH SOLAR P3

Natural resistance to anything different/new:

• Governments risk averse.
• By definition, P3’s are sharing of risk.

Difficult to foresee every situation:

• Document fight for catch-all provisions.

Common law development of RFP and documents:

• e.g., EPC must accept terms of deal documents; no liens on

bond funds.

Even if winning, deal fatigue due to constant overhang of issues on government administration and politicians. Politicians never willing to accept risk if accepted risks present problems:

• Market SRECs.
• Outside lobbying.
• Change in polls due to length of program.

Need to inform constituents in a pool to attempt to hold program together through issues.

SOLAR P3 VIABLE IN YOUR JURISDICTION

Procurement Law:

• RFP and competitive contract to select

developer; hybrid contract, including construction. Government Contracting Law:

• Multi-year contracts for PPA and Lease.

Bond Law. RPS Law. Regional/State Government:

• GO or other investment grade credit.

Thank hank You

• u!

QUESTIONS

For any further questions, please contact: Stephen B. Pearlman, Esq. Pearlman & Miranda, LLC 2 Broad Street, Suite 510 Bloomfield, NJ 07003 (973) 707-3566 spearlman@pearlmanmiranda.com www.pearlmanmiranda.com Adam L. Peterson, Esq. Pearlman & Miranda, LLC 2 Broad Street, Suite 510 Bloomfield, NJ 07003 (973) 707-3563 apeterson@pearlmanmiranda.com www.pearlmanmiranda.com Nicole E. Charpentier, Esq. Pearlman & Miranda, LLC 2 Broad Street, Suite 510 Bloomfield, NJ 07003 (973) 707-3679 ncharpentier@pearlmanmiranda.com www.pearlmanmiranda.com

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Rena Nakashima

Senior Product Manager 213-630-6171 rena.nakashima@bnymellon.com

The material contained herein is for informational purposes only. The content of this is not intended to provide authoritative financial, legal, regulatory or other professional

• advice. The Bank of New York Mellon Corporation and any of its subsidiaries makes no express or implied warranty regarding such material, and hereby expressly disclaims all

legal liability and responsibility to persons or entities that use this report based on their reliance of the information in such report. The presentation of this material neither constitutes an offer to sell nor a solicitation of an offer to buy any securities described herein.

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Program Coordinator 614-705-1308 tleonard@cdfa.net