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HomeMy WebLinkAboutSunEdison'~tff~ RESOLUTION 2012-579 ~-%~Y~m ADOPTED DOC ID: 8011 THIS IS TO CERTIFY THAT THE FOLLOWING RESOLUTION NO. 2012-579 WAS ADOPTED AT THE REGULAR MEETING OF THE SOUTHOLD TOWN BOARD ON JULY 17, 2012: RESOLVED that the Town Board of the Town of Southold hereby authorizes and directs Supervisor Scott A. Russell to execute the Letter of Intent between the Town of Southold and SunEdison in connection with the Landfill Solar Proiect, subject to the approval of the Town Attorney. Elizabeth A. Neville Southold Town Clerk RESULT: ADOPTED [UNANIMOUS] MOVER: William Ruland, Councilman SECONDER: Albert Krupski Jr., Councilman AYES: Ruland, Talbot, Doherty, Krupski Jr., Evans, Russell LETTER OF INTENT This Letter ol~ Intent (the "LOI") is entered into this 17th day of July, 2012 (the "Effective Date"), by and among SunEdison Utility Solutions, LLC, a Delaware limited liability company with offices at 12500 Baltimore Ave, Beltsville, Maryland, (the "Lessee"), and The Town of Southold, a municipal corporation with offices located at 53095 Main Rnad, Southold, New York (the "Lessor") (each a "Party", together the "Parties"). RECITALS OF THE PARTIES WHEREAS, Lessee is a developer of' solar energy systems; and WHEREAS, Lessor is tile owner of capped landfill property located in Cutchogue, New York between Cox Lane. Coxnlncrc¢ Road and Connty Route 48 in the Town of Southold, (the "Premises"); and WtlEREAS, the Long Island Power Authority ("LIPA") is presently conducting a fixed offer of $0.225 per kilowatt hour l'or a 20 year term for solar electric generation known as the LIPA Feed In Tariff("FIT'); and WHEREAS, Lessor retained Bright Power, Inc. to oiler a Request for Proposals (RFP) to develop a ground-mouuted solar photovoltaic system on the Premises for participation in the LIPA FIT, which related documents attached hereto as Exhibit "A": and WtlEREAS, Lessee responded to the RFP on June 17, 2012 with a Proposal to design, install, finance, own and operate a ground- mounted solar photovoltaic system with a capacity of two megawatts (the "Solar System") attached hereto as Exhibit "B' on a portion of the Premises depicted in the aerial phutograph attached hereto as Exhibit ~'C" ("The Solar Premises"), pursuant to a krug-term Ground Lease (the development, installation, operation and maintenance of the Solar System are sometimes collectively referred to as the "Project"): and WHEREAS, the Lessor has previously executed a Letter of Authorization (LOA) attached hcreto as Exhibit "D' to give Lessee the ability to apply to LIPA lbr electrical interconuection and FIT rights; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained m this LOI and other good and valnable consideration exchanged between the Parties, the receipt and sufficiency of which are hereby acknowledged by the Parties, each Party agrees as follows: I. Purpose of t,etter of Intent. This LOI outlines the process that the Parties will use to evaluate, plan and negotiate the definitive agreements relating to a long term Gmnnd Lease of land for the development, installatiom operation and maintenance of the Solar System on the Solar Premises, the generation of electrical energy there from and the sale of electrical energy to LIPA so generated under the FIT, ("the Project"). The Parties acka~owledge that during the LOI Tem~ (defined below), each may condnct due diligence on the Promises, the Solar Prenfises and all other aspects of the Project, review and submit inquiries to governmental planning agencies, engage certain consultants and attorneys, prepare certain business plans and projections, and if mutually desired by the Parties, negotime and execute definitive written agreements, which definitive written agreements must be satisl~.ctory in titan and substance to each Party and their legal counsel, under which the Project shall be completed (the "Definitive Agreements"). 2. Definitive Agreements. The Parties acknowledge that the Definitive Agreements necessary in order to complete the Project include, but are not limited to, the tbllowing key contracts: a) Ground Lease (the "Lease") long-term Ground Lease at the premises, by and between Lessee and Lessor; and b) Power Purchase Agreement (the "PPA') by and between [.essee and LIPA pursnant to the FIT. 3. Parties' Responsibilities under Letter of Intent. During the LOI Term, and subject expressly to the provisions of this LOI, Lessee and Lessor shall have the folk>wing respective dnties and obligations in regard to identification, development and promotion of the Project prior to execution of the Ground Lease: The specificalions and terms contained within the RFP, Lessee Proposal and other exhibits to this LOI will be complied with in good faith by both Parties. All governmental approvals required in order to develop, install, construct, operate and maintain the Solar System any and all interconnection facilities or transmission facilities and any and all improvements relating thereto have been received by Lessee. Lessee will promptly and at its sole cost, connnence and complete review of this action nnder New York's State Environmental Quality Review Act ("SEQRA"), and apply for and obtain all required local and state permits for the project, including New York State Department of Environmental Conservation ("NYSDEC') post-closure landfill permit upon acceptance of the Lessee's interconnection application and position in the FIT reservation "queue". SunEdison will review any Town advice or recommendation for the retention of any local third party consultants for the SEQRA process. The Town will provide data support as needed to complete the review. · The Town Board issues a SEQRA detemfination and anthorizes the Lease by a resolution subject to permissive referendum in accordance with Town Law Section 90. Lessee has timely applied (on July 16, 2012) tbr interconnection to the LIPA grid according to the requirements of the Smart Grid Small Generator Interconnection Procedures (SGSGIP), and to the LIPA FIT program, and will bear the costs associated therewith. After obtaining SGIP compliance and acceptance for interconnection from LIPA, Lessee will agree to the terms of the LIPA FIT Power Purchase Agreement (PPA) and execute the same in order to receive a grant of FIT rights by LIPA. 4. Key Te~ms of the Lease. The Parties acknowledge that it is their intention as of the Effective [)ate that the following key terms shall be set forth in the Lease, subject to the provisions of this LOI: 3 TOPIC COSTS COMMERCIAL OPERATION DATE OF SOLAR SYSTEM LANDFILL OPERATION TERM OFGROUND LEASE AND EASEMENT AND ACCESS AGREEMENT LEASE PAYMENTS/ AMOUNT OF RENT PERFORMANCE BOND/INSURANCE PROVISION Lessee shall be responsible fbr all costs associated with the development of the Project. Lessee anticipates that the solar energy facility will be operational by the summer of 2013 or within the target commercial operations date ("COD") set fbrth in its PPA with LIPA subject to any unforeseen delays in the issuance of approvals by applicable regulatory agencies. Lessee agrees that the development and operation of the solar energy facility will not impact the reqnired operations of the Solid waste District on the portion of the landfill property that is not subject to the lease, The term of thc Lease between the Town and SunEdison will commence at the date of execution and give SunEdison immediate rights to access the leased premises for desigm, construction and permitting activities. The lease will terminate 20 years front the COD. Rental payments in the mnount of $t 50,000 per year will be paid by Lessee to Lessor fbr 20 ("twenty") years on a quarterly basis commencing on the COD. Lessee will provide the Lessor with a performance bond or other security in a form acceptable to the Lessor upon execution of the lease securing their completion of construction a timely manner and in accordance with design specifications and permit conditions. In addition, Lessee will procure all required insurance policies with suitable coverage limits naming the Town of Sonthold as an LOCAL CONTRACTORS OPTION TO PURCHASE SOLAR SYSTEM AND DECOMMISSION OWNERSHIP OF ENVIRONMENTAL ATTRIBUTES AND CAPACITY MAINTENANCE 'FAXES additional insured. Lessee will seek to use local contractors wherever practical in the various aspects of the project. Lessor shall have the option to pnrchase the Solar System at the termination of the Ground Lease. If Lessor does not exercise the option to purchase, or extend the Lease, Lessee shall decommission and remove the Solar System from the Solar Premises within six (6) months of termination of the Ground Lease. Subject to the provisions of the FIT and PPA with LIPA, Lessee shall have all right, title and interest in and to all environmental attributes and renewable energy incentives, as well as any capacity rights awarded by and other items of whatever nature which are available as a result of energy or solar energy being produced from the Solar. Lessee shall maintain the Solar System at its sole cost and expense during the Tenn. Pursuant to the Ground Lease, Lessor shall grant access to the Premises for Lessee and its agents for maintenance and repairs of any part of the Solar Facility as may be located on the Premises during tile Term. Lessor ackmowledges that all real property taxes imposed during the Term on the Solar remises shall be paid from the rent proceeds. 5. Tinting. This LOI shall become efl'ective and binding on the parties upon execution by both parties and shall terminate upon the execution of the Lease by both Parties. 5 6. Stand-Still Provisions; Negotiation of Definitive Agreements 6.1 Stand Still Provisions. During the term of this LOt, each Party agrees that it will not directly or indirectly enter into discussions or negotiations of any kind with any third party, other than an Affiliate of such Party or such Party's accountants and attorneys with respect to the LOI, Ground Lease or any other aspect of the Project, other than actions taken by the Lessee which it deems appropriate fbr the normal development of the Project. For purposes of this LOI, an "Att]lime" means any person, partnership, joint venture, corporation or other form of enterprise which directly or indirectly Controls, or is Controlled by, or is under common Control with, a Party. '*Control" means possession, directly or indirectly, of the power to direct or cause direction of ~nanagement and policies through ownership of voting securities, contract, voting trust or otherwise. 6.2 Negotiation of Definitive Agreement. The Parties hereby express their intent to diligently negotiate and document the Lease containing the key terms referenced in Section 4 and such other covenants, conditions and agreements that are customary in transactions of this nature. 7. Miscellaneous Matters 7.1 Fees and Expenses. Each Party will bear its own legal lees and expenses incident to the negotiation of Definitive Agreements, except as otherwise agreed in writing. Filing fees or other fees as may be required by law to obtain regulatory approvals lbr the Project contemplated hereby shall be the responsibility of the Lessee. 7.2 Binding Provisions. Except for the obligations of the Parties under Sections 3, 6.1 and 6.2, (collectively, the "Binding Provisions"), this LOI represents an expression of intent only. Accordingly, no Party shall be bound by the terms of this LO! (other than those terms set Forth in the Binding Provisions which shall survive termination of this LOI) and, unless and until Definitive Agreements are executed and all other conditions to closing have been satisfied or waived, no Party shall be obligated m proceed with the Project. The Parties agree to be bound by the Binding Provisions and acknowledge that each other's considerable expenditure of time and resources to perfon'nance of this LOI represents good, valuable and sufficient consideration for snch binding provisions. 7.3 Publicity. The timing, content and context of any announcements, press releases, public statements or reports and related matters incident to the matters referenced in this LOt, or its existence, will be detemfined in advance by the mutual written consent of the Parties. 7.4 Termination. Ally Patty may terminate this LOI, with or without cause, upon 3 business day's prior written notice of such termination to the other Parties. At the end of such 3 business day notice period, this LOI shall be null and void except that the Binding Provisions shall survive termination as stated hereinabove. 7.5 General Terms. (a) Any notice or other communication required or permitted herein shall be sufficiently given if delivered personally, or sent by certified mail, postage prepaid and return receipt requested, or sent by overnight courier, addressed to the Parties at the addresses set forth ill the Preamble to this LOI or at such other addresses as a Party may have advised in writing pursnant to tile notice provisions described herein. Ally such notice shall be deemed to be effective as of the date personally delivered, or as of 3 business days after the notice is deposited ill thc United States Inail, or I day after delivery to the courier if sent via overnight courier. (b) This LOI shall be construed and governed in accordance with the laws of the State of New York. No amendment, consent under or modification of this LOt shall be valid, binding or effective onless it is in writing and signed by the Parties. No Party shall, without the prior written coosent of the other Parties, assign any of its rights or duties under this LOI except to an Affiliate. This LOI may be executed ill counterparts, each of which will be deemed to be an original and all of which, when taken together, will be deemed to constitute one and the same agreement. (c) The Parties each represent that they have obtained the necessary corporate or statutory approval and have the necessary corporate or statutory authority Io enter into this LOI. 1N WITNESS WHEREOF, the Parties have executed this LOI as of the date set forth above, Town of Sonthold ("LESSOR") By: ~ Name: Title: Tel: email: SunEdison Utility Solutions, LLC ("LESSEE") By: ~~ 0 Name: Robert Reichenberger Title: Vice President Tel: (303) 328-8863 email: rreichenberger~unedison.com 8 Exhibit A Bright Power RFP Exhibit B SunEdison Proposal (response to RFP) Exhibit C Aerial Depiction of Premises Exhibit D Letter of Anthorization lbr SunEdison to interconnect to LIPA at Premises 9 BRIGHT P~ER. . ,.c. New YOf4~ NY t Contractor Bid Specification Solar PV Host Site Owner: Town of Southold ("Client") Solar Consultant: Bright Power, Inc. Engineer: Henry Misas E-mail: hmisas@brightpower.com Tel. 212-803-5868, x2009 11 Hanover Square, 21st Floor New York, NY 10005 Solar Developer: Name: Address: ("Contractor") Tel: This bid specification is for the land lease of one (1) municipal landfill, for installation of a Solar Photovoltaic (PV) system. The document delineates the technical and installation specifications required for this Solar PV System. Town of Southold Landfill Solar PV Solar Land Lease Agreement Contractor Bid Specification vl.0 Table of CoIItellts I. General ................................................................................................................................................ 3 1. Description of Project ................................................................................................................... 3 2. General Requirements of the Contractor ...................................................................................... 3 3. Codes, Standards & Permits ........................................................................................................ 4 4. Intent and Performance Requirements ......................................................................................... 5 5. Incentives .................................................................................................................................... 6 6. Regulatory ................................................................................................................................... 6 7. Land Lease Contract .................................................................................................................... 7 8. Submittals .................................................................................................................................... 7 9. Quality Assurance ........................................................................................................................ 8 10. Delivery, Storage and Handling ................................................................................................ 8 11. Waste Removal ........................................................................................................................ 8 12. Substitutions ............................................................................................................................ 8 13. Operations and Maintenance .................................................................................................... 8 14. Warranties ................................................................................................................................ 9 IL Products .............................................................................................................................................. 9 1. Photovottaic Modules ................................................................................................................... 9 2. Inverter(s) .................................................................................................................................... 9 3. Balanceof System Components ................................................................................................ 10 II1. Execution ......................................................................................................................................... 10 1. Electrical Design ........................................................................................................................ 10 2. Grounding Design ...................................................................................................................... 10 3. Pre-Installation Conference ........................................................................................................ 11 4. Installation ................................................................................................................................. 11 5. Wiring ........................................................................................................................................ 11 6. Labeling ..................................................................................................................................... 11 IV. Commissioning ................................................................................................................................. 12 1. Installation Inspections ............................................................................................................... 12 2. ArmyTests ................................................................................................................................ 12 3. Inverter Operational Tests .......................................................................................................... 12 4. Pre-Start-Up Approvals .............................................................................................................. 12 5. Manual ....................................................................................................................................... 13 V. Site-Specific Information .................................................................................................................... 13 1. Landfill Information ..................................................................................................................... 13 BRIGHT ~ER ~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 Town of Southold Landfill Solar PV Solar Land Lease Agreement Contractor Bid Specification vl.0 I. General 1. Description of Project This bid specification is for proposal of a site lease agreement, for the purpose of development of one (1) grid-tied solar photovoltaic system on the municipal landfill owned and operated by the Town of Southold, located at 6155 Cox Lane, Cutchogue, NY. The Contractor will apply to participate in the Long Island Power Authority (LIPA) Feed-in-Tariff program with this system. The Contractor will enter into a Power Purchase Agreement with LIPA with a fixed rate of 22 cents / kWh for 20 years. These systems must be compliant with project design guidelines specified in this document. This document delineates the technical and environmental specifications required. The scape of work for the Contractor includes the procurement and installation of all necessary Solar PV modules, inverters, combiner boxes, monitoring systems, mounting hardware, and all necessary equipment and materials to fumish and install a functioning and code-compliant Solar PV System. The following items summarize the responsibilities of the Contractor: A. Installation of a grid-tied Solar PV System located on the ground area of the capped- landfill and the roof of the waste collection center adjacent to the landfill. B. Annual operations and maintenance of solar system. C. Completing and submitting an application for the LIPA Feed-in-Tariff. D. Following LIPA's Smart Grid Small Generator Interconnection Procedures (Smart Grid SGIP), and obtaining required utility interconnection agreements. E. Preliminary and Final construction phase shop drawings, revised as needed to meet the design, as follows: a. Structural drawings stamped by a NY-licensed Professional Engineer. b. Electrical 3-line drawings for each sub-array stamped by a NY-licensed Professional Engineer. General Requirements of the Contractor A. Contractor shall comply with any and all building codes and standards, applicable utility rules and tariffs, and any and all federal, state, and local technical and installation specifications and guidelines as may be developed and established. B. Appropriate coordination with Client regarding disruption of building or landfill services is the responsibility of Contractor. C. Coordinate with the Utility Company and file all forms required for interconnection between the utility grid and PV system. a. Submit completed application for the LIPA Feed-in-Tariff, expected to be launched on July 2ha, 2012. b. The project and the Contractor will be required to comply with all specifications in LIPA's interconnection process. i. As part of implementation of the Feed-in-Tariff, LIPA is revising their existing SGIP, and releasing the new version with the title Smart Grid SGIP. BRIGHT POWER ,~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 3 Town of Southold Landfill Solar Land Lease Agreement Solar PV Contractor Bid Specification vl.0 1. LIPA trustees will be voting on the approval of the proposed changes dudng their June 28th, 2012 meeting. ii. Proposed structure of the Smart Grid SGIP can be found: http://www.lipower.orq/pdfs/company/tariff/proposal SGIP.pdf iii. Contractor shall comply with LIPA's Standard Interconnection Requirements. D. Installation crew must follow OSHA regulations, including but not limited standard 1926 - Safety and Health Regulations for Construction. E. Provide all materials, tools, labor and equipment necessary for installation of the Solar PV System. F. Submittal of a bid is an agreement to all requirements of the contract documents, and no consideration will be granted for any claimed misunderstanding thereof. G. Where additional details or instructions are required to complete the work, the Contractor is deemed to have made an allowance in the bid for the completing of such work, consistent with adjoining or similar details and/or the best accepted practices of the trade, whichever is more expensive. H. Purchase the equipment and material required in accordance with field measurements taken at the proper time during the construction process. Codes, Standards & Permits A. All work shall be in strict accordance with all applicable City, State, and Federal codes and standards, including but not limited to: i. Local codes, zoning laws, and all local authorities having jurisdiction (AH J) ii. Local utility's technical requirements for interconnection with solar energy systems iii. All applicable Solar PV-specific standards set forth by the Solar Amedca Board for Codes and Standards iv. IEEE 1547 Standard for Interconnecting Distributed Resources with Electric Power v. IEEE 519 "Recommended Practices and Requirements for Harmonic Control in Electric Power Systems" vi. IEC-61-215 vii.UL-1741 "Inverters, Converters, and Interconnection System Equipment for Use with Distributed Energy Resources" viii. UL-1703 "Flat-Plate Photovoltaic Modules and Panels' ix. All products shall be UL listed or certified by other Nationally Recognized Testing Laboratopj (NRTL) whenever possible. x. NFPA 70: National Electrical Code 2011 1. Article 690, Solar Electric Systems 2. Article 705, Interconnected Electrical Power Production Sources xi. ANSI C12.1 "Code for Electricity Metadng" xii. FCC electromagnetic Interference (EMI) Part 15 A &B BRIGHT P~tER., 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 4 Town of Southold Landfill Solar Land Lease Agreement Solar PV Contractor Bid Specification v1.0 B. Prior to commencement of any work, Contractor is required to file and obtain ALL permits. C. At completion of work, Contractor is required to provide all required signoffs from all authorities having jurisdiction over the work specified in this document. D. The Contractor shall be responsible for payments of all fees necessary to obtain required permits and sign-offs. 4. Intent and Performance Requirements A. The bidder selection criteria ara: a. The annual land lease fee amount, b. The selected Contractor must abide by all requirements set forth in this specification, c. The qualifications of the bidder in developing landfill-sited solar projects, d. The plan set forth by the contractor to minimize risk of damage to the Town's landfill cap or any other facilities of the Town, e. The plan set forth by Contractor to minimize regulatory and legal risks associated with the PV system installation at the landfill, f. Comprehensiveness of the bid submission package g. Commitment and readiness to adhere to the accelerated schedule to complete and submit SGSGIP application and Feed-in Tariff application to LIPA B. C. It is the responsibility of the Contractor to determine the appropriate system size and interconnection procedure with LIPA. However, based upon initial review of the available area, the Solar PV System is expected to have a nameplate capacity of more than 2 MVV, and as such would follow the following steps as outlined by LIPA: a. Application Submittal, including the following Requirements and any others deemed necessary by LIPA: i. SGIP Application D with Request for FIT Program & Category ii. Pay Application Fee ($500 - $5000) iii. Sign Contract iv. Eligibility Forms v. Detailed 3 Line Diagram vi. Equip Data Sheets/Certifications vii. Certification of FIT Program Compliance (App Date Acceptable, Customer Acceptable, Site Acceptable, No Previous Rebate) b. LIPA will determine review requirements: i. Scoping Meeting Defines Studies Required 1. Bright Power is scheduled to have the scoping meeting with LIPA on Thursday, June 14th, 2012. 2. Feasibility information on LIPA's cimuit map and interconnection requirements that is provided during or after scoping meeting will be shared with bidders on the mailing list as soon as it is received. BRIGHT POWER ,~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 5 Town of Southold Landfill Solar Land Lease Agreement Solar PV Contractor Bid Specification v1.0 ii. Studies Define Interconnection Requirements & Costs iii. Applicant Approves Studies & Applicant Costs iv. Applicant Agrees To Results v. Advance Payment made toward LIPA Work a. LIPA determines if the Project is compliant and acceptable, if it is, the project enters into the FIT Reservation Queue if there is space available. b. LIPA has indicated that Projects larger than 3 MW will likely require the installation of dedicated feeder by LIPA at the developer's cost. D. As part of the Contractor's bid package, a simulation using PVWatts vl must be provided. i. http://rredc.nrel.gov/solar/calculators/PVWATTS/versionl/ ii, Location: New York City, NY iii. DC Rating = STC Rating of PV Modules iv. PVWatts: DC to AC Derate Factor: selected by Contractor v. Array Tilt = selected by Contractor vi. Array Azimuth = selected by Contractor Incentives A. Contractor is entitled to the acquisition of the below solar energy incentives. It is the responsibility of the Contractor to acquire these at no cost to Client: a. Federal Investment Tax Credit b. Modified Accelerated Cost Recovery System (MACRS) c. LIPA Feed-in-Tariff i. Contractor shall prepare to enter into the nonnegotiable, standard form Power Purchase Agreement (PPA) released with the LIPA Feed-in-Tariff Proposal. Regulatory A. Contractor is responsible for requesting and obtaining approval from the Region 1 NYS Department of Environmental Conservation (DEC) for Post-Closure Modification of Landfill Permit. B. Contractor must prepare environmental impact report that addresses all DEC requirements, including the following: a. Impact on liner (cap) b. Load bearing analysis c. Settlement Analysis d. Slope Stability e. Gas monitoring (how installation affects gas venting structures) f. Water runoff impact (clearing vegetation will increase runoff) g. Impact on Landfill Maintenance h. NYS-Licensed PE must sign-off on report conclusions BRIGHT ~ER~ 11 Hanover Square, 21st Floor New YorE, NY 10005 212 803 5868 Town of Southold Landfill Solar Land Lease Agreement Solar PV Contractor Bid Specification vl.0 7. Land Lease Contract A. Contractor shall prepare to enter into a Land Lease Agreement with the Client to develop and operate the solar system, a. Contractor shall propose a fiat dollar per year lease fee for the duration of the contract. b. Contractor shall state the anticipated date upon which the Land Lease Contract payments are to commence and any conditions placed on the commencoment of Land Lease Contract payments. c. Provide the Client with full assurance that the Land Lease Contract payments will be paid in a schedule agreed upon by the Client and the Contractor. For purposes of bid, assume lease payments to be monthly. d. Upon selection by Client as winning bidder, Contractor will enter into an agreement with Client that at minimum states the mutual intention of Client and Contractor to enter into a Land Lease Contract and states that Contractor will be responsible to provide a performance bond equal to three years' lease payment to Client upon award by LIPA under Feed-in Tariff program. e. Contractor shall be responsible for making every effort to install the system in a timely manner. If Contractor cannot complete the project in the timeframe agreed upon at contract signing or is otherwise in material breach of the specification or agreement terms, Contractor agrees to either forfeit performance bond or allow Client to select an alternate contractor to develop project through the Feed-In Tariff and SGSGIP agreements executed by Contractor with LIPA. Performance bond would be refunded upon either payment of performanco bond by alternate contractor or successful interconnection and commencement of lease payments to Client by Contractor or alternate contractor. f. Contractor shall provide adequate insurance coverage against any damage to landfill or town facilities as part of the lease agreement g. The duration of the lease agreement shall be at a minimum 20 years, starting upon commissioning of the solar system. h. The Contractor shall state the system buy-out options and lease extension options available to Client at end of lease term 8. Submittals A. AIl of the equipment shall be filed with the proper jurisdictional departments, and copies shall be provided to Client upon filing, B. Product Data: Manufacturer's data sheets on all products being used. including: a. Storage and handling requirements and recommendations. b. Installation methods and manuals. C. Manufacturer-detailed testing and commissioning procedures. D. Shop Drawings a. Show exact locations of all installed hardware. b. Provide wiring diagrams for photovoltaic array and interconnecting hardware. c. Structural diagrams detailing exact position of all equipment used for structural support of PV sub-arrays. BRIGHT P~NER ~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 58(58 Town of Southold Landfill Solar Land Lease Agreement 10. 11. 12. Solar PV Contractor Bid Specification vl.0 13. Quality Assurance A. Contractor Qualifications: All work shall be performed by skilled workmen regularly engaged and specializing in the installation of PV Systems, in strict accordance with the installation directions of the approved manufacturers and as specified herein. Contractor shall employ at least one North American Board of Certified Energy Practitioners (NABCEP) Certified Photovoltaic Installer to supervise the installation. B. Contractor shall employ at least one Photovoltaic Installer on site at all times installation is ongoing who has previously played a managing role in a solar PV installation upon a landfill. Delivery, Storage and Handling A. Deliver PV modules properly packaged to provide protection against transportation damage. B. Adequately protect equipment placed in storage at the construction site that can be affected by weather conditions, dirt or other contaminants. C. Follow manufacturer's recommendation on storage and exposure to extreme weather conditions. Waste Removal A. Construction and demolition waste disposal must comply with all applicable Federal, State, and Local Regulations. B. Contractor shall be responsible for the removal and off-site disposal of any and all materials considered waste during the course of the work, in accordance with all applicable laws. C. In the event there is damage to any portion of the landfill and/or waste collection center exterior or interior, to the service roads and/or any area affected by the work, Contractor shall promptly repair, clean and restore to the full satisfaction of the Client any and all damage at no additional cost or delay to the Client. Substitutions A. No substitution of specified equipment or materials shall be allowed without prior written approval of the Client. a. Any work that is described as 'by others,' that is affected by these substitutions becomes the responsibility of the Contractor. B. Any substitutions or reductions in this specification without pdor written approval shall mandate a reduction in payment to the Contractor to be determined by the construction manager or the Client. Operations and Maintenance A. The warranty and maintenance contract shall provide for service including troubleshooting, repair, labor and replacement of all components installed by Contractor and found to be defective. B. Scheduled Maintenance a. The Contractor shall be required to make regularly scheduled maintenance visits to the Site(s) at least twice per year to BRIGHT POWER ,~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 8 Town of Southold Landfill Solar Land Lease Agreement Solar PV Contractor Bid Specification vi.0 i. carry out all component manufacturer recommended maintenance and trade best practices to keep the system fully functioning and ii. Specifically ensure that no damage to the landfill, landfill membrane, landfill equipment, erosion of top soil, or other possible issues are caused by the solar PV installation. 14. Warranties B. Provide the Client with a full assurance that the Solar PV System installed at the site will not affect the landfill cap and waste collection center roof warranties. a. The solar system shall not prevent operation and maintenance of the cap, including gas venting and storm water runoff into collection basins via swales. C. Photovoltaic modules: Not less than twenty-five (25) years from date of manufacture, executed by manufacturer agreeing to replace photovoltaic modules that fail to produce at least 80 percent of the stated rated power. D. Inverters: Manufacturer's warranty covering defects in workmanship and materials for a period of not less than five (5) years. E. Installation of solar system shall not in any way cause malfunction of the existing facility electrical systems or affect in any way warranties of Client's property. II, Products Photovoltaic Modules A. Contractor shall procure and install modules with the following requirements: a. Module make and model is allowed to be chosen by Contractor. b. Modules shall be listed by Underwriters Laboratories, ETL or other NRTL for electrical and fire safety for use in systems up to 600 VDC. B. Mounting a. All modules shall be secured to the landfill cap via a ballasted ground mounted solution, chosen by the Contractor. i. Use Schletter PVMax3 ballasted solution or Contractor-proposed equivalent. ii. Proposed racking solution shall not penetrate the cap geo-membrane at any point. b. All modules shall be secured to the waste collection center's roof via a roof- penetrating racking solution, chosen by the Contractor. C. All structural components shall be installed in a manner commensurate with attaining a minimum 25 year design life. Inverter(s) A. Contractor shall procure and install one or more inverter at each site with the following requirements: a. Inverter(s) shall be installed in the location as per Contract Drawings. BRIGHT ~ER ,= 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 9 Town of Southold Landfill Solar Land Lease Agreement Solar PV Contractor Bid Specification vl.0 b. Inverter(s) shall have an established CEC Weighted Efficiency rating; UL listed, utility interactive, matched to phase, voltage, voltage and current requirements of PV system with maximum power point tracking (MPPT) and electronics. c. Inverter(s) shall meet and be certified to all UL 1741 and IEEE 1547 requirements, including but not limited to: i. Over and under voltage trip points and times ii. Over and under frequency trip points and time iii. Total harmonic distortion control IEEE 519 iv. Anti-islanding protection v. DC ground-fault detection and interruption d. Inverter shall have automatic start-up, shut-down and seE-diagnosis. B. The inverters shall be compatible with Solar PV Systems' array outputs and sized accordingly. C. The inverters shall be selected to properly interconnect to LIPA grid in accordance with the authority's requirements. Balance of System Components A. Solar array combiner boxes: UL listed, series fusing or cimuit breakers for solar roof panel source cimuits in NEMA enclosure rating as required by installation location. B. Solar array DC disconnect switches: UL listed, blade-type, heavy duty fused safety switches on the output of the solar array in NEMA enclosure rating as required by installation location or may be integrated to the Inverters. C. AC disconnect switches: UL listed, blade-type, heavy duty fused safety switches on the output of Inverter(s) in NEMA enclosure as required by installation location or may be integrated to the Inverter. III. Execution Electrical Design A. Design shall include DC Disconnect Switches in accordance with Section 11.3 of this document. B. Design shall include AC Disconnect Switches in accordance with Section 11.3 of this document. C. Conductors from the Solar PV AC Disconnect to the Interconnection Point(s) and the Interconnection Method shall be sized and selected by Contractor as per all applicable codes and standards, including but not limited to local Electrical Code and LIPA standards. Grounding Design A. Grounding Conductors shall be sized and selected as per all applicable codes and standards. B. The Contractor is responsible for PV DC system grounding to an appropriate AC grounding electrode. a. Comply with NEC 2011, article 690.47(C). BRIGHT ~ER ~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 1 0 Town of Southold Landfill Solar PV Solar Land Lease Agreement Contractor Bid Specification vl.0 C. The PV System's DC system ground shall be installed as per all applicable codes and regulations. Pre-Installation Conference A. Before installation of the PV system begins, Contractor shall conduct a pre-installation conference at project site with Contractor, Client, Engineer, and other interested parties to review procedures, schedules, safety and coordination of the installation with other elements. Installation A. Inspection - General: Contractor shall examine the landfill and waste collection canter roof conditions under which the work is to be installed and notify the construction manager in wdting of any conditions deemed detrimental to the proper and timely completion of the work. Contractor shall not proceed with the work until unsatisfactory conditions have been corrected in the manner acceptable to Client. Wiring A. Wiring practicas and grounding shall be completed in a neat and workmanlike fashion and conform to all local building codes and NEC standards. Sealant shall be used as directed by manufacturer or Client. B. Widng shall be contained in an organized and functional wire management system. C. All module to module wiring shall be secured to the back of the modules with UV- resistant and anti-corrosive straps, clamps, or ties. Care shall be taken to ensure as little slack in the exposed wire as possible, so as to limit damage from wind and abrasion. Labeling A. Install signage posted at site, including at least the following but also any signage required by the NEC or other applicable cades: a. Laminated Diagrams including: i. AC and DC disconnect locations for the system indicated on a site plan (Site Plan provided by Client) ii. Electrical one-line diagram of system b. All signage required shall be mounted in appropriate and visible locations B. All equipment shall be appropriately identified with permanent, self-adhesive labels. C. Each DC disconnect shall be labeled with label material described above for operating DC current (Imp), system operating DC voltage (Vmp), maximum string DC voltage (Voc), and maximum system DC current (Isc). D. The PV system interconnection point (as described above) shall be labeled as such indicating the PV system AC voltage, current, and the PV array rating in Watts DC and Watts AC. BRIGHT ~ER ,~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 11 Town of Southold Landfill Solar PV Solar Land Lease Agreement Contractor Bid Specification vl.0 IV. Commissioning Installation Inspections A. Contractor shall conduct an in-depth inspection to ensure that the PV system is installed in a workmanlike manner and consistent with industry practice, applicable codes and standards and operation requirements. B. Contractor shall maintain a photo-record of the installation and major components, including PV modules, inverters, transformers and combiners. Photos will show connections within all installed enclosures. C. Contractor shall provide a copy of the photos in the Operation and Maintenance Manual descdbed herein. Array Teats A. Contractor shall test each PV string for Voc and Isc under good, clear weather conditions and follow the PV manufacturer's instructions when conducting tests. The measurements are to be recorded and compared to the manufacturer's specification. B. Grounding: Resistance between ground connection and accessible conductive part should be less than 0.1 Ohm, tested with 25 A current. C. Contractor shall test each array for resistance to ground with a mega Ohm meter. An array with an insulation resistance which is below 1 mega Ohm at 500 VDC will be considered defective and the condition shall be corrected before conducting inverter operational tests. D. All measurements taken shall be documented and included in the Operation and Maintenance Manual described herein. 3. Inverter'Operational Tests A. Contractor shall perform Inverter Operational Tests at site in the following manner: a. Refer to and explicitly follow the Manufacturafs Instruction Manual for the particular testing requirements of the model inverter being tested. b. Test each inverter independently and document the results of the tests. c. Check that the AC and DC voltages, at the line side of the open inverter disconnect switches, are within manufactures specification. d. Close the AC and DC disconnect switches and observe the inverter startup process. Refer to the Manufacturer's Instruction Manual for the correct sequence. e. After successful completion of the inverter tests, the AC and DC disconnects shall be left open until the PV system is ready for commissioning. 4. Pre-Start-Up Approvals A. The Commissioning Team shall consist of representatives from the following parties involved in the design and construction of the PV system: a. Facility Manager or representative b. Contractor representative c. Client representative d. Client's engineer B. The goals of the commissioning process are as follows: BRIGHT I~ER 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 12 Town of Southold Landfill Solar Land Lease Agreement Solar PV Contractor Bid Specification vl.0 o a. Certification that the systems meets the requirements set forth in the specification. b. Review results of the inspection, array and inverter tests. c, Provide demonstration of PV system performance. d. Facilitate successful project closeout and warranty transition, C. The following PV system performance tests will be conducted at the project site by the Contractor and witnessed by commissioning team: a. Turn on the PV system and verify that it is working as specified. b. Verify proper system shutdown for loss of grid voltage via the AC disconnect switch. c. Verify proper system operation following loss of grid voltage. B. Verify proper operation of Monitoring System by viewing system operating parameters on the Monitoring System's web page. C. The Contractor shall provide manufacturer's operations manual for the inverters and be available to answer questions conceming proper system operating procedures. Manual A. Provide complete operation and maintenance manual for Solar PV System to Client. B. Information in Manual shall be within a binder and is to incorporate the following: a. All electrical, structural, and other as-built plans developed for the project, including originals of those stamped by Professional Engineers b. Copies of the required submittals c. All product cut sheets d. A plan for ongoing maintenance of the system in order to achieve a minimum 25 year design life including recommended procedures to on-site staff, recommendations on the frequency of regular system checkups, and what should be included in such check-ups e. Troubleshooting procedures f. Emergency shut-down procedures g. A copy of all start-up tests described herein h. A copy of the photo record described herein i. A copy of the written Client acceptance letter j. Written Utility approval of the system k. Product warranties for all system components I. Supplier and installer contact information. V. Site-Specific Information Cap-closure topographic survey (available in PDF and DWG formats), feasibility study photos, and DEC approval process powerpoint presentation are available in the Project bid specification Drop Box folder. Landfill Information A. Landfill was capped in 2004. B. Average Depth of Soil over the geo-membrane: 18" BRIGHT POVVER ~ 11 Hanover Square, 21st Floor New York, NY 10005 21;) 803 5868 13 Town of Southold Landfill Solar PV Solar Land Lease Agreement Contractor Bid Specification vl.0 a. Sand protective layer: 12" b. Soil: 6" Landfill Closure Design Engineers L.K. McLean Associates 437 South Country Road Brookhaven, NY 11719 631.286.8668 Contact: Chris Dwyer Email: cdwyer@lkma.com (Proposal for survey and DEC environmental impact services included in Dropbox) Landfill Closure Constructor Terry Contracting & Materials 840 West Main Street Riverhead, NY 11901 631.727.0170 Contact: Bob Terry BRIGHT PO~NER ,~ 11 Hanover Square, 21st Floor New York, NY 10005 212 803 5868 14 SunEdison' June 14, 2012 Henry Misas, BPI-MFBA Bright Power, Inc. 11 Hanover Square 21st Floor New York, NY 10005 Via email: Henry Misas [hmisas@brightpower.com] SUBJECT: Southold Landfill RFP Dear Henry: SunEdison is pleased to provide our initial qualifications section response to the June 8, 2012 Southold Landfill RFP. We will be sending the project specific schedule and strategy document before the Sunday midnight deadline. SunEdison simplifies solar energy. As North America's leading solar energy services provider, we provide financial, project, and operational management solutions that allow our clients to add clean solar power to their energy mix at or below current retail utility rates. In the following pages, we detail our qualifications to develop, own, finance, and construct a world class landfill based solar energy facility at the Southold Landfill. SunEdison proposes to develop design, finance, install, build, operate, and maintain photovoltaic (PV) systems on the Southold Landfill. Pursuant to this proposal, the Town of Southold (the Town) will incur no up-front capital costs, and will receive a land based compensation for a term of 20 years. In return, SunEdison will have the right to sell electric power to LIPA under a Feed-In-Tariff. I trust that our submittal will exceed your evaluation criteria. Please contact me with any questions you may have regarding this proposal. As requested, we are submitting this portion of the response early and will have a second submittal on June 17. I may be reached at 845- 473-0300 or by e-mail at pcurran@sunedison.com, or you can reach my colleague Steve Raeder at 443-909-7200 or by email at sraeder~sunedison.com. Sincerely, Paul Curran - Managing Director & Authorized Representative - $unEdison Government Solutions, LLC SunLdi~0n 866 SU~F:di~o~ (~86 3347) ir~o~i~i~ Corporate Headquarters T +1 866 786 3347 www sunedison,corn 600 Clipper Dr. F +1 443 909 7150 Belmont, CA 94002 TOWN OF SOUTHOLD JUNE 14, 2012 Table of Contents SunEdison ................................................................................... 3 References ................................................................................... 7 Financial Capacity ..................................................................... 11 Operations and Maintenance ................................................... 14 Continuation and Decommissioning Options ........................ 18 [ll SunEd son' Page 2 TOWN OF SOUTHOLD JUNE 14, 2012 SunEdison SunEdison "simplified solar" in 2003 when we pioneered the solar Power Purchase Agreement ("PPA"). Since then we have perfected the power purchase model, which relieves our customers from all capital and operational burdens, and offers the most competitively priced solar power in the industry. Today, as then, we are keenly aware of the fact that municipalities and private organizations are looking for ways to reduce net operating costs utility expenditure. SunEdison facilitates this by capitalizing on solar opportunities that present themselves through incentive programs available in select states, such as the LIPA FIT in New York. We also understand their desire to partner with a service provider who has the experience, track record, and financial resources to execute as promised. With this in mind, we strive to consistently exceed our customers' needs; and through the development opportunities afforded to us by earning their trust, have now constructed a global fleet of over 630 operational photovoltaic systems, which have collectively produced over 794 gigawatt hours of solar electricity. The satisfaction of our customers is exemplified through our diverse client portfolio, which includes commercial organizations and public sector entities such as: WEiNGARTEN REALTY XcelEnergy' lat&t · Kohl's: Over 110 systems in nine states · Walgreens: 81 systems in four states · Staples: 33 systems in three states · 9 MW First Light project in Ontario, Canada · 8 MW Xcel Energy project in Alamosa, CO · 17 MW Duke Energy project in Cotton Grove Township, NC · 72 MW's in Rovigo, Italy, one of Europe's largest PV installation · 2MW Fort Carson project on closed landfill in Fort Carson, CO DEvELOpEI~ DIVEIGIRED SunEdison' Page 3 TO~'N OF SOUTHO~O JUNE 14, 2012 Installations of this scale, in addition to our programmatic rollouts with some of the nation's most respected commercial retailers and public sector entities, speaks to SunEdison's proven ability to successfully finance and build solar systems; and demonstrates our expertise in workin§ through the complexities of multiple jurisdictions and dynamic incentive climates. As the largest solar services provider in North America, with over 630 operational solar systems, SunEdison's experience with photovoltaic technology is unrivalled. Thanks to our turn-key solar solutions we have helped numerous municipal clients across the nation add clean, renewable solar power to their energy mix. Our firm knowledge and understanding of design, permitting, procurement, and construction, combined with our unmatched access to capital, has made SunEdison the solar industry leader. SunEdison has extensive experience in designing projects of all sizes. The charts below detail projects by size and type over the last five years. All of these systems remain in commercial operation under SunEdison maintenance and monitoring. Proposed Team Members From project concept to electricity generation, dozens of SunEdison staff are involved in each and every solar project that we undertake. Below are a select few of the key personnel whose expertise will help make the Town's solar goals a reality. SunEdison' Page 4 Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: JUNE 14, 2012 Steve Raeder Director of Sales 443-909-7200 Steve Raeder is the Director of Sales for SunEdison's US eastern region. In this capacity, he works closely with SunEdison's customers in both the commercial and public sectors. Mark Cooper Director of Project Engineering 856-382-4304 Mr. Cooper, who leads SunEdison's engineering practice, has over 12 years of engineering experience. He is responsible for site surveys, environmental interpretation, interconnection approval, and communication with the engineering team. Mike Belko Senior Director of Operations 856-382-4308 Mr. Belko is the Senior Director of Operations at SunEdison. He is responsible for the complete oversight of the delivery process for the Solar PV Portfolio, including design, permitting, material planning, construction, and inspection phases. Tom Jeffers Senior Project Manager 856-382-4304 Mr. Jeffers has over 25 years of experience in the construction industry. He will oversee all construction operations for the project. Chris Bailey Vice President of Project Finance, North America 443-909-7200 Over the last few years Mr. Bailey has played an essential role in financing SunEdison projects and creating new funds. He brings a tremendous wealth of solar experience including raising capital for groSolar and the management of strategic partnerships at the United Nations Association. Paul Curran Managing Director, Remediated Site Development 845-473~0300 Mr. Curran has extensive experience working with renewable energy development and Brownfield redevelopment. Prior to SunEdison Page 5 TOWN OF SOUTHO~-D JUNE 14, 2012 Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: joining SunEdison, Mr. Curran was the Chief Development Officer of Axio Power. Fred Zalcman Managing Director of Regulatory Affairs 301-974-2721 Mr. Zalcman has over 10 years of involvement in renewable energy public policy, and has been instrumental in the creation of state level incentive programs in NJ, CT, MA and NY. As SunEdison's east coast lead for public affairs, Mr. Zalcman is intimately familiar with pending solar incentive legislation within the state of New York, and will serve as a critical advisor to Mr. Raeder and his team both before and after program implementation. James Scarrow VP of Energy Services & Assistant General Counsel 443-909-7200 James Scarrow has been with SunEdison for over 4 years. In his role as VP of Energy Services and Assistant General Counsel, he has overseen the execution of over one-hundred (100) PPA contracts. He has extensive experience in project finance, renewable energy projects, and EPC contracts. Steve Hassfeld Managing Director, Global Operations 916-993-4300 Mr. Hassfeld has been with SunEdison since 2008. As a seasoned field support and customer service manager with over 17 years of experience, he oversees the Service and Field Operations groups. SunEdison' Page 6 TOWN OF SoLrrHO~D JUNE 14, 2012 References Town of Greenfield In late 2010, Axio Power (acquired by SunEdJson in June 2011) signed a Power Purchase Agreement and Lease with the Town of Greenfield for a 2 MW solar facility. As part of this project, Axio was the first developer in Massachusetts to receive a Post-Closure Use permit from the Department of Environmental Protection (DEP) and an Interconnection Agreement from Western Massachusetts Electric Company (WMECO) for a solar facility on a closed landfill. In early 2011, Axio sold the project's Solar Renewable Energy Credits (SRECs) for 2011, ensuring the project's SREC revenue in the early months following construction. SunEdison utilized an innovative financing structure involving New Market Tax Credits to reduce project risk. The project is currently operational as of June 2012. SunEdison's Ground Mount system under construction for the Town of Greenfield landfill. i SunEdison' Page 7 TOWN OF SOUTH(OD JUNE 14, 2012 Fort Carson o Department of Defense The 2 MW, ground-mounted solar PV facility covers 12 acres, some of which is a closed landfill. It is the largest solar array built at a US Army facility. The photovoltaic array consists of flat- plate, thin-film solar technology provided by First Solar. The array will generate 3,200 megawatt-hours of power annually, enough to supply ~2.3 percent of Fort Carson's energy consumption, the equivalent of ~540 homes. Throughout the development of Carson Solar I, we worked closely with numerous stakeholders, including the Department of Defense (DOD), Western Area Power Administration (WAPA), Xcel Energy, Morgan Stanley, and Conergy to bring the project to a successful conclusion. SunEdison's 2 MW Ground Mount system for Fort Carson SunEdison Page 8 TOWN OE ~ JUNE 14, 2012 National Renewable Energy Laboratory 5unEdison's four operational systems at the Department of Energy's National Renewable Energy Laboratory (NREL) are a testament to 5unEdison's experience with Federal contracting structures. As the DOE was unable to enter into a long-term Power Purchase Agreement (PPA) directly, 5unEdison worked with the regional federal power administrator, Western Area Power Administration ("Western") to enter into a unique contracting structure whereby 5unEdison and Western entered into a long-term PPA, 5unEdison and DOE Golden/NREL entered into a long-term land access agreement and DOE Golden/NREL entered into an intra-agency agreement with Western. The end result is a solid contracting method that has proven repeatable between the three parties. 5unEdison designed, financed, and served as the general contractor on these systems, which we also continue to operate and maintain SunEdison's 449kW solar array at the NREL RSF, one of four operational systems with this client. unEd son Page 9 TOWN OF SOUTI-IOI. D JUNE 14, 2012 CA DGS - Ironwood State Prison SunEdison activated the 1.2 megawatt (MW) ground-mounted solar photovoltaic system for the Ironwood State prison in May 2008 and is currently constructing the 4 MW 2nd phase project for delivery in February 2012. The project was deployed through an innovative public-private partnership between the California Department of Corrections and Rehabilitation (CDCR) and SunEdison, North America's largest solar energy services provider. According to Ironwood Warden Debra Dexter, "We are strongly committed to being a good neighbor and in doing what's right for our community. Leveraging our most plentiful natural resource - the desert sun - while protecting a limited local resource - water - makes both environmental and fiscal sense for Ironwood and California taxpayers. This partnership with SunEdison makes it possible for Ironwood Prison to be the community's host for solar energy." SunEdison is currently constructing a 4MW expansion project at the Ironwood site for completion in 1st Quarter 2012. The expansion is part of an agreement between SunEdison and CDCR announced in May 20:].1 which calls for five new solar installations totaling 23MW at CDCR facilities in 2012. SunEdison's 1.2MW Ground-mounted system for Ironwood State Prison in Blythe, CA un son Page 10 TOWN OF SOUTHOLD JUNE 14, 2012 Financial Capacity SunEdison's unparalleled financing expertise is one of our key competitive strengths. Our access to the industry's most competitive capital, strong financial relationships, and proven track record allow us to enjoy one of the highest contract execution rates in the industry. To date SunEdison has secured over $3 billion in project finance facilities, with additional facilities and partnerships under negotiation. SunEdison pioneered the solar project finance arena with its inaugural SunE Solar Fund I in June 2005, with financing provided by Goldman Sachs. Since then, SunEdison has closed numerous additional funds and raised more than $3 billion in project financing from leading solar project investors and lenders such as Wells Fargo, HSH Nordbank AG, Sank of Hawaii, NordLB, Northern Trust, National City, PSE&G, Fortis, Union Bank, Hannover Leasing, and MetLife. MEMC Acquisition SunEdison was acquired by MEMC Electronic Materials, Inc. (MEMC) in November 2009. MEMC is a global manufacturer of silicon products to the semiconductor and solar industry. The connection to MEMC provides SunEdison with a broad industry perspective on future solar technologies. This perspective gives us the ability to predict material costs accurately, which will further serve our ability to develop projects successfully at the most competitive rates. The breadth and strength of SunEdison's finance relationships and our unparalleled track record of securing project funding is clearly demonstrated in our successful close of over $3 billion in project financing. Depicted below are a select few of SunEdison's active financing facilities: C)jPMorgan SunEdison' Page 11 TO~6~I OF SOUTHOLD JUINE~ 14, 2012 Recerlt Fir~arlcin~ Illustrative of SunEdison's financing capability, in May 2010 we announced the establishment of a joint venture with First Reserve Corporation to fund up to $1.5 billion of solar energy projects and the development of a 71.4MW PV plant in Italy with financing partner 8anco Santander. This type of industry-changing innovation provides assurance to SunEdison that our current funding partners, as well as new ones we engage, will continue to provide predictable funding that will allow us to plan for projects of all sizes. In May 2011 SunEdison announced an agreement with Wells Fargo for an additional $120 million to fund U.S. solar photovoltaic distributed generation power projects developed by SunEdison over the next year. The program builds on a SunEdison solar investment fund established in 2007 in which Wells Fargo invested more than $200 million in approximately 150 solar projects developed by SunEdison across eight states. SunEdison also has well-developed financing commitments solely for construction purposes. For the proposed projects, SunEdison is able to utilize our $300 million revolving construction facility held with Rabobank International and Deutsche Bank. This credit facility will be used to support the construction costs of utility and rooftop solar projects throughout the United States and Canada and the capital is immediately available. To view the press release regarding I SunEdison' Page 12 TOWN OF SOl.ri"HOLD JUNE 14, 2012 this construction facility, please visit the MEMC website at: htt p://www.memc.com/index.php?view=investors&c= 106680&p=irol~news. While we will likely work with one of our many debt and/or equity partners listed above to ultimately finance the project prior to commercial operation, our ability to source the most competitive and lowest cost of capital is dependent on not committing projects to investors in advance of securing client commitments. By leveraging our proven construction and service experience and a large pipeline of rooftop and utility scale ground mount systems, SunEdison constructs pools of projects that best match investors' desires. ,unEd son Page13 TOWN OF ~ JUNE 14, 2012 Operations and Maintenance From robust monitoring equipment, to regular preventative maintenance and 24-hour remote monitoring, SunEdison's complete operations and maintenance services offer the most comprehensive maintenance package on the market today. lle~ew;~ble Operations Center 24 tto(~r Monito~i~g The Renewable Operations Center (ROC) is the core of the SunEdison Services operations and maintenance capabilities. Our ROC solar technicians commission new PV systems, monitor active power plants, dispatch and manage service staff, and analyze plant performance - 24 hours a day, 7 days per week. Located in Belmont, California, ROC staffers detect irregularities early, generate work tickets for a specific system, and notify a nearby service office of the need for maintenance. SunEdison's Renewable Operations Center (ROC) in Belmont, California ROC staffers rely on SunEdison's proprietary, investor-grade monitoring system, the SunEdison Environmental Data System, or SEEDS®. SEEDS® systems are assembled in our Prescott, Arizona facility. SEEDS® gathers information from the solar generation meter and the included weather station, measuring solar irradiance, ambient temperature, and PV module temperature, among other data points. This robust system permits SunEdison to track the performance of the array in granular detail and detect irregularities early. Below is a chart showing the basic components of the SEEDS~ monitoring system. SunEdison Page 14 TOWN OF SOIJ'rI-IOLD JUNE 14, 2012 Collect and store data from meters, weather SEEDS® gateway stations, inverters, combiners, trackers, etc. Electric meter Measure energy, power, reactive power, voltage, current, frequency, etc. SEEDS® weather station Measure irradiance, cell temperature, ambient temperature, wind speed, etc. Modem Connect the SEEDS® Gateway to our data center. Cellular, broadband or satellite may be used. Enable local communication between all the devices Ethernet or fiber switch on-site and the SEEDS® Gateway. Enclosure Protect SEEDS® Gateways, modems and switches from the elements. Site Seculity The site will be surrounded by security fencing and gates to secure and isolate the systems from the public. Typical fencing includes 6 feet tall, It9 gauge wire-mesh fencing and wire fasteners. Additionally, the perimeter fence shall include standard triple barb wire. Site security will also include remote monitoring of solar array operations and data logging of security breaches along the fencing perimeter. Preventative Maintonance In addition to constant, round-the-clock monitoring, SunEdison's preventative maintenance program keeps the solar arrays operating at peak efficiency. The SunEdison preventative maintenance program includes a yearly site quality inspection that assesses over 3.50 components of the PV system in five functional areas. In addition, our services visits include panel cleanings using biodegradable cleansers and non-abrasive brushes, as well as vegetative abatement as needed. Independent engineers, employed by our lenders, have reported that our systems are generating 106% of expected energy production. This success is attributed to our robust Operations and Maintenance service, which includes the following services: · Semi-Annual Cleanings · Electrical Tune up and Mechanical tuneup · Response calls for unexpected outages · Online Service Monitoring for immediate regional service team response · Online Energy Generation Reporting · Online Trouble Ticketing Tracking 4 SunEdison' Page 15 TOWN OF SOIJ33-1OLD JUNE 14, 2012 · Energy pulse tracking (using 15 minute interval data) capabilities for Host and Providers energy tracking purposes and analysis SunEdison's Maintenance Checklist Panels, Inverter, System Disconnects, Coupling, Electrical Systems Combiners, Junction boxes, Wiring Mechanical Racking, Module Mounting, Inverter Shade Structure, Infrastructure Inverter Pad General Infrastructure, Specific Monitoring Devices, Monitoring System Weather Station Metering General Infrastructure, Specific Components General Site Conditions Cleanliness, Safety, Access C]ieilt Connect: Gat~-~way t(~ Solar/nformatiol~ Client Connect, the secure online monitoring portal from SunEdison, offers a very simple yet powerful way for our customers to access solar production and environmental offsets data, measure facility energy usage, track energy costs and savings. Below is a screen shot of the Client Connect interface. un son Page 16 TOWN OF SOUTHOLD JUNE 14, 2012 Client Connect's intuitive interface allows for easy viewing and charting of energy data. Site performance, module temperature, and local weather conditions are tracked every fifteen (15) minutes and displayed instantly for our customers to view. The data is then easily-exportable to programs like MS Excel for additional analysis. As a web-based interface, Client Connect can be accessed by a number of various users. School districts, city councils, and other interested stakeholders will be able to view- in real time -the actual system performance of the solar arrays. This deep level of data provides powerful educational and marketing benefits. SunEdison' Page 17 TOWN OF SOtJ33'IOLD JUNE 14, 2012 Continuation and Decommissioning Options SunEdison intends for the solar project to remain in operation for at least 20 years and probably for a longer period of time. PV modules in Japan and Massachusetts have been documented to be operating reliably 50 years after installation. However, as with any commercial venture, a decommissioning plan is required. SunEdison acknowledges that it will be responsible for all costs associated with decommissioning and returning the site to its original condition, at the option of the Town of Southold. Decommissioning and site restoration will include dismantling and removal of all panels and supporting equipment, transformers, overhead and underground cables, foundations, buildings and ancillary equipment, and removal of surface road material and restoration of the roads and module sites to substantially the same physical condition that existed immediately before construction of the commercial solar facility. To the extent possible, the site will be restored and reclaimed to the topography and topsoil quality that existed just prior to the beginning of the construction of the commercial solar energy conversion facility. Disturbed earth will be graded and reseeded, unless the Town requests the areas to be retained, and all of these activities will be at SunEdison's cost. One advantage of solar systems over other traditional forms of energy generation is the ability to recycle the majority of the systems' major components. Photovoltaic modules, inverters, and AC and DC cabling are designed for disassembly and recycling. The racking system is comprised primarily of steel and aluminum girders which can be readily recycled into new products. SunEdison is open to discussion of the fate of the project after the Lease and PPA Term. In most cases, projects are planned to be decommissioned as mentioned above. However, should the Town be interested in owning the project at the end of the Term, SunEdison would be open to selling the projects at a Iow market rate. A mechanism similar to the one contemplated in the landfill project would seem to be a good starting point for all parties in this project. SunEdison' Page 18 [i SunEdison' June 17,2012 Henry Misas, BPI-MFBA Bright Power, Inc. 11 Hanover Square 21st Floor New York, NY 10005 Via email: Henry Misas [hmisas@brightpower.com] SUBJECT: Southold Landfill RFP- Offer Submittal Dear Hen~: In addition to the qualifications submitted on June 14, we hereby submit our financial offer as requested. Again, we need to note that the schedule for this process has been exceptionally rapid. Due to this, we are comfortable submitting our offer, and believe that you will find our qualifications and financial offer to be the preferred choice. At the same time, we clearly have not developed materials for this submittal up to our preferred quality standards, and we will note some areas that will need to be touched up as we move forward. None of these details impact the financial offer. In this letter, you should find some important design and project information. Attached you should find the following: 1- The requested bid questionnaire spreadsheet. 2- A PVSyst report on output 3- A conceptual layout diagram 4- A project schedule 5- AcopyofourJune 14 Submittal As noted, SunEdison proposes to pay the Town of Southold a fixed amount of $135,000 per year for the use of the landfill. The Town would not be expected to expend any funds in support of this effort. SunEdison would be responsible for all design, development, submittals to LIPA, financing, construction, operations and maintenance costs. Probably the most important aspect of our proposal is the firm belief that the project should be limited to 2 MW AC. Our engineers did come up with some ability to exceed that size but not by much and it was clear that the schedule impacts of going past that size were significant. We developed a preliminary schedule (see attached) and determined that a 2 MW project could SunEdiso~ 866 SunEdi$on (786 3347) info~sur~edison.com Corporate Headquarters T + 1 866 786 3347 www sunedison,com 600 Clipper Dr F +1 443 909 7150 Belmont, CA 94002 SunEdison' June 17, 2012 Henry Misas, BPI-MFBA Bright Power, Inc. 11 Hanover Square 21st Floor New York, NY 10005 Via email: Henry Misas [hmisas@brightpower.com] SUBJECT: Southold Landfill RFP-Offer Submittal Dear Henry: In addition to the qualifications submitted on June 14, we hereby submit our financial offer as requested. Again, we need to note that the schedule for this process has been exceptionally rapid. Due to this, we are comfortable submitting our offer, and believe that you will find our qualifications and financial offer to be the preferred choice. At the same time, we clearly have not developed materials for this submittal up to our preferred quality standards, and we will note some areas that will need to be touched up as we move forward. None of these details impact the financial offer. In this letter, you should find some important design and project information. Attached you should find the following: 1- The requested bid questionnaire spreadsheet. 2- A PVSyst report on output 3- A conceptual layout diagram 4- A project schedule 5 A copy of our June 14 Submittal As noted, SunEdison proposes to pay the Town of Southold a fixed amount of $135,000 per year for the use of the landfill. The Town would not be expected to expend any funds in support of this effort. SunEdison would be responsible for all design, development, submittals to LIPA, financing, construction, operations and maintenance costs. Probably the most important aspect of our proposal is the firm belief that the project should be limited to 2 MW AC. Our engineers did come up with some ability to exceed that size but not by much and it was clear that the schedule impacts of going past that size were significant. We developed a preliminary schedule (see attached) and determined that a 2 MW project could SunEdiso. 866 SunEdison (786 3347) info~sunedison.com Corporate Headquariers T + 1 866 786 3347 www sunedison.com 600 Clipper Dr F +1 443 909 7150 Belmont, CA 94002 Bid Response Form - Southold Landfill Solar PV Estimated annual electricity PrOduct? ~kW)V~' Su lson Grid-Connected System: Simulation parameters Project : Southold Landfill Geographical Site Islip Long Isl Macarthur Ap Country Situation Latitude 40.8°N Longitude Time defined as Legal Time Time zone UT-5 Altitude Albedo 0.20 Meteo data : Islip Long Isl Macarthur Ap, NREL TMY3 Simulation variant : New simulation variant Simulation date 15/06/12 11h25 USA 73.1°W 26 m Simulation parameters Collector Plane Orientation Tilt 20° Azimuth 0° 5Sheds Pitch 6,52 m Collector width 3.00 m Inactive band Top 0.00 m Bottom 0.00 m Shading limit angle Gamma 15.50 ° Occupation Ratio 46.0 % Models used Transposition Horizon Free Horizon Near Shadings No Shadings Perez Diffuse Measured PV Array Characteristics PV module Number of PV modules Total number of PV modules Array global power Array operating characteristics (50°C) Total area Si-mono Model MEMC-S240ACA Manufacturer MEMC In series 28 modules In parallel 354 strings Nb. modules 9912 Unit Nom. Power 240Wp Nominal (STC) 2379 kWp At operating cond. 2141 kWp (50°C) U mpp +/-381V I mpp 2814A Module area t6191 m2 Cellarea 14475 m2 Inverter Characteristics Inverter pack Model Solaron 500 Manufacturer Advanced Energy Industries, Inc. Operating Voltage +~-330-550 V Unit Nom. Power 500 kW AC Number of Inverter 4 units Total Power 2000 kWAC PV Array loss factors Thermal Loss factor Uc (const) 25.0 W/m2K => Nominal Oper. Coll. Temp. (G--800 W/m=, Tamb=20°C, Wind=l m/s.) Wiring Ohmic Loss Array Soiling Losses Module Quality Loss Module Mismatch Losses Incidence effect, ASHRAE parametrization Uv (wind) 1.2 W/m=K / mis NOCT 47 °C Global array res. 6.0 mOhm Loss Fraction 2,0 % at STC Jan. Feb Mar. Apr May June July Aug. Sap Oct. Nov. Dec. 40% 6.3% 24% 1.0% 10% 10% 10% 1.0% 10% 10% 1.7% 40% Loss Fraction 3.3 % Loss Fraction 0.5 % at MPP lAM = 1 - bo (1/cos i - 1) bo Parameter 0.05 ~~l~O~,t PVSYST V6, §§ l ~Page 2/4 Grid-Connected System: Simulation parameters (continued) System loss factors AC wire loss inverter to transfo External transformer Inverter voltage 450Vactri Wires 90 m 3x2000 mm~ Iron loss (Night disconnect) 4667 W Resistive/Inductive losses 0.9 mOhm Loss Fraction 1.0 % at STC Loss Fraction 0.2 % at STC Loss Fraction 0.9 % at STC User's needs: Unlimited load (grid) 15/06/12 Page 3/4 Project : Simulation variant : Grid-Connected System: Main results Southold Landfill New simulation variant Main system parameters System type Grid-Connected PV Field Orientation Sheds disposition, tilt 20° azimuth 0° PV modules Model MEMC-S240ACA Pnom 240Wp PV Array Nb. of modules 9912 Pnom total 2379 kWp Inverter Model Solaron 500 Pnom 500 kW ac Inverter pack Nb. of units 4.0 Pnom total 2000 kW ac User's needs Unlimited load (grid) Main simulation results System Production Produced Energy 3081 MWh/year Specific prod. 1295 kWh/kWp/year Performance Ratio PR 81.3 % Normalized productions (per installed kWp): Nominal power 2379 kWp Performance Ratio PR New simulation variant Balances and main results ~0 ~j,t PVSYST V5.55 15/06/12 Page 4/4 Project : Simulation variant : Grid-Connected System: Loss diagram Southold Landfill New simulation variant Main system parameters System type Grid-Connected PV Field Orientation Sheds disposition, tilt20° azimuth 0° PV modules Model MEMC-S240ACA Pnom 240 Wp PV Array Nb. of modules 9912 Pnom total 2379 kWp Inverter Model Solaron500 Pnom 500 kWac Inverter pack Nb. of units 4.0 Pnom total 2000 kW ac User's needs Unlimited load (grid) Loss diagram over the whole year 1525 kWh/mx * 16191 m2 coil efficiency at STC = 1470% 3631 MWh "~ -2.6% ~ -1.9% l'~ -3.4% 3196 MWh 3131 MWh -00% Horizontal global irradiation Global incident in coll. plane Near Shadings lAM factor on global Effective irradlance on collectors PV conversion Array nominal energy (at STC eric.) PV loss due to irradiance level PV loss due to temperature Array Soiling loss Module quality loss Module array mismatch ~oss Ohmic wiring loss Array virtual energy at MPP Inverter Loss during operation (efficiency) Inverter Loss over nominal inv. power Inverter Loss due to power threshold Inverter Loss over nominal inv. voltage Inverter Loss due to voltage threshold Available Energy at Inverter Output AC ohmic loss External transfo loss Energy injected into grid SOUTHOLD LANDFILL CO{) SunEdison' June 14, 2012 Henry Misas, BPI-MFBA Bright Power, Inc. 11 Hanover Square 21st Floor New York, NY 10005 Via emaih Henry Misas [hmisas@brightpower.com] SUBJECT: Southold Landfill RFP Dear Henry: SunEdison is pleased to provide our initial qualifications section response to the June 8, 2012 Southold Landfill RFP. We will be sending the project specific schedule and strategy document before the Sunday midnight deadline. SunEdison simplifies solar energy. As North America's leading solar energy services provider, we provide financial, project, and operational management solutions that allow our clients to add clean solar power to their energy mix at or below current retail utility rates. In the following pages, we detail our qualifications to develop, own, finance, and construct a world class landfill based solar energy facility at the Southold Landfill. SunEdison proposes to develop design, finance, install, build, operate, and maintain photovoltaic (PV) systems on the Southold Landfill. Pursuant to this proposal, the Town of Southold (the Town) will incur no up-front capital costs, and will receive a land based compensation for a term of 20 years. In return, SunEdison will have the right to sell electric power to LIPA under a Feed-In-Tariff. I trust that our submittal will exceed your evaluation criteria. Please contact me with any questions you may have regarding this proposal. As requested, we are submitting this portion of the response early and will have a second submittal on June 17. I may be reached at 845- 473-0300 or by e-mail at pcurran@sunedison.com, or you can reach my colleague Steve Raeder at 443-909-7200 or by email at sraeder@sunedison.com. Sincerely, Paul Curran - Managing Director & Authorized Representative - SunEdison Government Solutions, LLC SunEdiAor~ 866 SunEdison (786 3347) info@sunedison.com Corporate Headquarters T +1 866 786 3347 ww, v. sunedison.com 600 Clipper Dr. F +1 443 909 7150 Belmont, CA 94002 TO'~N OF SOUTHOI.D JUNE 14, 2012 Table of Contents SunEdison ................................................................................... 3 References ................................................................................... 7 Financial Capacity ..................................................................... 11 Operations and Maintenance ................................................... 14 Continuation and Decommissioning Options ........................ 18 { SunEdison' Page 2 TOWN OF SOIJTHO[D JUNE 14. 2012 SunEdison SunEdison "simplified solar" in 2003 when we pioneered the solar Power Purchase Agreement ("PPA"). Since then we have perfected the power purchase model, which relieves our customers from all capital and operational burdens, and offers the most competitively priced solar power in the industry. Today, as then, we are keenly aware of the fact that municipalities and private organizations are looking for ways to reduce net operating costs utility expenditure. SunEdison facilitates this by capitalizing on solar opportunities that present themselves through incentive programs available in select states, such as the LIPA FIT in New York. We also understand their desire to partner with a service provider who has the experience, track record, and financial resources to execute as promised. With this in mind, we strive to consistently exceed our customers' needs; and through the development opportunities afforded to us by earning their trust, have now constructed a global fleet of over 630 operational photovoltaic systems, which have collectively produced over 794 gigawatt hours of solar electricity. The satisfaction of our customers is exemplified through our diverse client portfolio, which includes commercial organizations and public sector entities such as: KOHLS · Kohl's: Over 110 systems in nine states · Walgreens: 81 systems in four states · Staples: 33 systems in three states · 9 MW First Light project in Ontario, Canada · 8 MW Xcel Energy project in Alamosa, CO · 17 MW Duke Energy project in Cotton Grove Township, NC · 72 MW's in Rovigo, Italy, one of Europe's largest PV installation · 2MW Fort Carson project on closed landfill in Fort Carson, CO OIVER~IR~D SunEd son Page 3 TO~NN OF ,~l.m-JO[.D JUNE 14. 2012 Installations of this scale, in addition to our programmatic rollouts with some of the nation's most respected commercial retailers and public sector entities, speaks to SunEdison's proven ability to successfully finance and build solar systems; and demonstrates our expertise in working through the complexities of multiple jurisdictions and dynamic incentive climates. As the largest solar services provider in North America, with over 630 operational solar systems, SunEdison's experience with photovoltaic technology is unrivalled. Thanks to our turn-key solar solutions we have helped numerous municipal clients across the nation add clean, renewable solar power to their energy mix. Our firm knowledge and understanding of design, permitting, procurement, and construction, combined with our unmatched access to capital, has made SunEdison the solar industry leader. SunEdison has extensive experience in designing projects of all sizes. The charts below detail projects by size and type over the last five years. All of these systems remain in commercial operation under SunEdison maintenance and monitoring. Proposed Team Members From project concept to electricity generation, dozens of SunEdison staff are involved in each and every solar project that we undertake. Below are a select few of the key personnel whose expertise will help make the Town's solar goals a reality. SunEdison' Page 4 TOWN OF SOUTHOLD Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: JUNE 14, 2012 Steve Raeder Director of Sales 443-909-7200 Steve Raeder is the Director of' Sales for SunEdison's US eastern region. In this capacity, he works closely with SunEdison's customers in both the commercial and public sectors. Mark Cooper Director of Project Engineering 856-382-4304 Mr. Cooper, who leads SunEdison's engineering practice, has over 12 years of engineering experience. He is responsible for site surveys, environmental interpretation, interconnection approval, and communication with the engineering team. Mike 8elko Senior Director of Operations 856-382-4308 Mr. Belko is the Senior Director of Operations at SunEdison. He is responsible for the complete oversight of the delivery process for the Solar PV Portfolio, including design, permitting, material planning, construction, and inspection phases. Tom Jeffers Senior Project Manager 856-382-4304 Mr. Jeffers has over 25 years of experience in the construction industry. He will oversee all construction operations for the project. Chris Bailey Vice President of Project Finance, North America 443-909-7200 Over the last few years Mr. Bailey has played an essential role in financing SunEdison projects and creating new funds. He brings a tremendous wealth of solar experience including raising capital for groSolar and the management of strategic partnerships at the United Nations Association. Paul Curran Managing Director, Remediated Site Development 845-473-0300 Mr. Curran has extensive experience working with renewable energy development and Brownfield redevelopment. Prior to 4 SunEdison' Page 5 TOWN OF SOU31qOI. D JUNE 14, 2012 Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: Name: Title: Telephone: Relevant Experience/Role: joining SunEdison, Mr. Curran was the Chief Development Officer of Axio Power. Fred Zalcman Managing Director of Regulatory Affairs 301-974-2721 Mr. Zalcman has over 10 years of involvement in renewable energy public policy, and has been instrumental in the creation of state level incentive programs in NJ, CT, MA and NY. As SunEdison's east coast lead for public affairs, Mr. Zalcman is intimately familiar with pending solar incentive legislation within the state of New York, and will serve as a critical advisor to Mr. Raeder and his team both before and after program implementation. James Scarrow VP of Enersy Services & Assistant General Counsel 443-909-7200 James Scarrow has been with SunEdison for over 4 years. In his role as VP of Energy Services and Assistant General Counsel, he has overseen the execution of over one-hundred (100) PPA contracts. He has extensive experience in project finance, renewable energy projects, and EPC contracts. Steve Hassfeld Managing Director, Global Operations 916-993-4300 Mr. Hassfeld has been with SunEdison since 2008. As a seasoned field support and customer service manager with over 17 years of experience, he oversees the Service and Field Operations groups. SunEdison' Page 6 TOWN OF S(Xm-K)l.O JUNE 14, 2012 References Town of Greenfield In late 2010, Axio Power (acquired by SunEdison in June 2011) signed a Power Purchase Agreement and Lease with the Town of Greenfield for a 2 MW solar facility. As part of this project, Axio was the first developer in Massachusetts to receive a Post-Closure Use permit from the Department of Environmental Protection (DEP) and an Interconnection Agreement from Western Massachusetts Electric Company (WMECO) for a solar facility on a closed landfill. In early 2011, Axio sold the project's Solar Renewable Energy Credits (SRECs) for 2011, ensuring the project's SREC revenue in the early months following construction. SunEdison utilized an innovative financing structure involving New Market Tax Credits to reduce project risk. The project is currently operational as of June 2012. SunEdlson's Ground Mount system under construction for the Town of Greenfield landfill. SunEdison' Page 7 TOWN OF SOLn'HOLD JUNE 14, 2012 Fort Carson - Department of Defense The 2 MW, ground-mounted solar PV facility covers 12 acres, some of which is a closed landfill. It is the lar§est solar array built at a US Army facility. The photovoltaic array consists of flat- plate, thin-film solar technology provided by First Solar. The array will generate 3,200 megawatt-hours of power annually, enough to supply ~2.3 percent of Fort Carson's energy consumption, the equivalent of ~540 homes. Throughout the development of Carson Solar I, we worked closely with numerous stakeholders, including the Department of Defense (DOD), Western Area Power Administration (WAPA), Xcel Energy, Morgan Stanley, and Conergy to bring the project to a successful conclusion. SunEdison's 2 MW Ground Mount system for Fort Carson l SunEdison' Page 8 TOWN OF SOUTHOLD JUNE 14, 2012 National Renewable Energy Laboratory SunEdison's four operational systems at the Department of Energy's National Renewable Energy Laboratory (NREL) are a testament to SunEdison's experience with Federal contracting structures. As the DOE was unable to enter into a long-term Power Purchase Agreement (PPA) directly, SunEdison worked with the regional federal power administrator, Western Area Power Administration ("Western") to enter into a unique contracting structure whereby SunEdison and Western entered into a long-term PPA, SunEdison and DOE Golden/NREL entered into a long-term land access agreement and DOE Golden/NREL entered into an intra-agency agreement with Western. The end result is a solid contracting method that has proven repeatable between the three parties. SunEdison designed, financed, and served as the general contractor on these systems, which we also continue to operate and maintain SunEdison's 449kW solar array at the NREL RSF, one of four operational systems with this client. SunEdison' Page 9 TOWN OF SOUTHOLD JUNE 14, 2012 CA DGS - ironwood State Prison SunEdison activated the 1.2 megawatt (MW) ground-mounted solar photovoltaic system for the Ironwood State prison in May 2008 and is currently constructing the 4 MW 2nd phase project for delivery in February 2012. The project was deployed through an innovative public-private partnership between the California Department of Corrections and Rehabilitation (CDCR) and SunEdison, North America's largest solar energy services provider. According to Ironwood Warden Debra Dexter, "We are strongly committed to being a good neighbor and in doing what's right for our community. Leveraging our most plentiful natural resource - the desert sun - while protecting a limited local resource - water - makes both environmental and fiscal sense for Ironwood and California taxpayers. This partnership with SunEdison makes it possible for Ironwood Prison to be the community's host for solar energy." SunEdison is currently constructing a 4MW expansion project at the Ironwood site for completion in 1s' Quarter 2012. The expansion is part of an agreement between SunEdison and CDCR announced in May 2011 which calls for five new solar installations totaling 23MW at CDCR facilities in 2012. SunEdison's 1.2MW Ground-mounted system for Ironwood State Prison in Blythe, CA un son Page 10 TOWN OF ,SOUTHOLD JUNE 14,2012 Financial Capacity 5unEdison's unparalleled financing expertise is one of our key competitive strengths. Our access to the industry's most competitive capital, strong financial relationships, and proven track record allow us to enjoy one of the highest contract execution rates in the industry. To date SunEdison has secured over $3 billion in project finance facilities, with additional facilities and partnerships under negotiation. SunEdison pioneered the solar project finance arena with its inaugural SunE Solar Fund I in June 2005, with financing provided by Goldman Sachs. Since then, SunEdison has closed numerous additional funds and raise~l more than $3 billion in project financing from leading solar project investors and lenders such as Wells Fargo, HSH Nordbank AG, Bank of Hawaii, NordLB, Northern Trust, National City, PSE&G, Fortis, Union Bank, Hannover Leasing, and MetLife. MEMC Acquisition SunEdison was acquired by MEMC Electronic Materials, Inc. (MEMC) in November 2009. MEMC is a global manufacturer of silicon products to the semiconductor and solar industry. The connection to MEMC provides SunEdison with a broad industry perspective on future solar technologies. This perspective gives us the ability to predict material costs accurately, which will further serve our ability to develop projects successfully at the most competitive rates. The breadth and strength of SunEdison's finance relationships and our unparalleled track record of securing project funding is clearly demonstrated in our successful close of over $3 billion in project financing. Depicted below are a select few of SunEdison's active financing facilities: SunEd son Page 11 TOWN O~ SOUTHOLO JUNE 14, 2012 IDFC i Recent Financing Illustrative of SunEdison's financing capability, in May 2010 we announced the establishment of a joint venture with First Reserve Corporation to fund up to $~..5 billion of solar energy projects and the development of a 71.4MW PV plant in Italy with financing partner Banco Santander. This type of industry-changing innovation provides assurance to SunFdison that our current funding partners, as well as new ones we engage, will continue to provide predictable funding that will allow us to plan for projects of all sizes. In May 203.1 SunEdison announced an agreement with Wells Fargo rotan additional $120 million to fund U.S. solar photovoltaic distributed generation power projects developed by SunEdison over the next year. The program builds on a SunEdison solar investment fund established in 2007 in which Wells Fargo invested more than $200 million in approximately 150 solar projects developed by SunEdison across eight states. Construction Financing SunEdison also has well-developed financing commitments solely for construction purposes. For the proposed projects, SunEdison is able to utilize our $300 million revolving construction facility held with Rabobank International and Deutsche Bank. This credit facility will be used to support the construction costs of utility and rooftop solar projects throughout the United States and Canada and the capital is immediately available. To view the press release regarding 5;unEdison' Page 12 TOWN OF ~ JUN~ 14, 2012 this construction facility, please visit the MEMC website at: htt p://www.memc.com/index.php?view=investors&¢=lO6650&p=irol-news. Financing Commitments While we will likely work with one of our many debt and/or equity partners listed above to ultimately finance the project prior to commercial operation, our ability to source the most competitive and lowest cost of capital is dependent on not committing projects to investors in advance of securing client commitments. By leveraging our proven construction and service experience and a large pipeline of rooftop and utility scale ground mount systems, SunEdison constructs pools of projects that best match investors' desires. l SunEdison' Page 13 TOWN OF S(XflHOI-D JUNE 14, 2012 Operations and Maintenance From robust monitoring equipment, to regular preventative maintenance and 24-hour remote monitoring, SunEdison's complete operations and maintenance services offer the most comprehensive maintenance package on the market today. Renewable Operations Center - 24 Hour Monitoring The Renewable Operations Center (ROC) is the core of the SunEdison Services operations and maintenance capabilities. Our ROC solar technicians commission new PV systems, monitor active power plants, dispatch and manage service staff, and analyze plant performance - 24 hours a day, 7 days per week. Located in Belmont, California, ROC staffers detect irregularities early, generate work tickets for a specific system, and notify a nearby service office of the need for maintenance. SunEdison's Renewable Operations Center (ROC) in Belmont, California SEEDS~ ROC staffers rely on SunEdison's proprietary, investor-grade monitoring system, the SunEdison Environmental Data System, or SEEDS®. SEEDS® systems are assembled in our Prescott, Arizona facility. SEEDS® gathers information from the solar generation meter and the included weather station, measuring solar irradiance, ambient temperature, and PV module temperature, among other data points. This robust system permits SunEdison to track the performance of the array in granular detail and detect irregularities early. Below is a chart showing the basic components of the SEEDS® monitoring system. SunEdison' Page 14 TOWN OF SOUrHOLD JUNE 14, 2012 Collect and store data from meters, weather SEEDS® gateway stations, inverters, combiners, trackers, etc. Measure energy, power, reactive power, voltage, Electric meter current, frequency, etc. SEEDSe weather station Measure irradiance, cell temperature, ambient temperature, wind speed, etc. Connect the SEEDS® Gateway to our data center. Modem Cellular, broadband or satellite may be used. Enable local communication between all the devices Ethernet or fiber switch on-site and the SEEDS® Gateway. Enclosure Protect SEEDSe Gateways, modems and switches from the elements. Site Security The site will be surrounded by security fencing and gates to secure and isolate the systems from the public. Typical fencing includes 6 feet tall, #9 gauge wire-mesh fencing and wire fasteners. Additionally, the perimeter fence shall include standard triple barb wire. Site security will also include remote monitoring of solar array operations and data logging of security breaches along the fencing perimeter. Preventative Maintenance In addition to constant, round-the-clock monitoring, SunEdison's preventative maintenance program keeps the solar arrays operating at peak efficiency. The SunEdison preventative maintenance program includes a yearly site quality inspection that assesses over 150 components of the PV system in five functional areas. In addition, our services visits include panel cleanings using biodegradable cleansers and non-abrasive brushes, as well as vegetative abatement as needed. Independent engineers, employed by our lenders, have reported that our systems are generating 106% of expected energy production. This success is attributed to our robust Operations and Maintenance service, which includes the following services: Semi-Annual Cleanings · Electrical Tune up and Mechanical tuneup · Response calls for unexpected outages · Online Service Monitoring for immediate regional service team response · Online Energy Generation Reporting · Online Trouble Ticketing Tracking { SunEdison' Page15 TOWN OF SOUTHOI. D JUNE 14, 2012 Energy pulse tracking (using 15 minute interval data) capabilities for Host and Providers energy tracking purposes and analysis SunEdison's Maintenance Checklist Panels, Inverter, System Disconnects, Coupling, Electrical Systems Combiners, Junction boxes, Wiring Mechanical Racking, Module Mounting, Inverter Shade Structure, Infrastructure Inverter Pad General Infrastructure, Specific Monitoring Devices, Monitoring System Weather Station Metering General Infrastructure, Specific Components General Site Cleanliness, Safety, Access Conditions Client Connect: Gateway to Solar information Client Connect, the secure online monitoring portal from SunEdison, offers a very simple yet powerful way for our customers to access solar production and environmental offsets data, measure facility energy usage, track energy costs and savings. Below is a screen shot of the Client Connect interface. SunEdison' Page 16 TOWN OF SOUTHOI.D JUNE 14, 2(Yl2 Client Connect's intuitive interface allows for easy viewing and charting of energy data. Site performance, module temperature, and local weather conditions are tracked every fifteen (15) minutes and displayed instantly for our customers to view. The data is then easily-exportable to programs like MS Excel for additional analysis. As a web-based interface, Client Connect can be accessed by a number of various users. School districts, city councils, and other interested stakeholders will be able to view - in real time - the actual system performance of the solar arrays. This deep level of data provides powerful educational and marketing benefits. SunEdison' Page 17 TOWN OF SOIJ13JOLD JUNE 14. 2012 Continuation and Decommissioning Options SunEdison intends for the solar project to remain in operation for at least 20 years and probably for a longer period of time. PV modules in Japan and Massachusetts have been documented to be operating reliably 50 years after installation. However, as with any commercial venture, a decommissioning plan is required. SunEdison acknowledges that it will be responsible for all costs associated with decommissioning and returning the site to its original condition, at the option of the Town of Southold. Decommissioning and site restoration will include dismantling and removal of all panels and supporting equipment, transformers, overhead and underground cables, foundations, buildings and ancillary equipment, and removal of surface road material and restoration of the roads and module sites to substantially the same physical condition that existed immediately before construction of the commercial solar facility. To the extent possible, the site will be restored and reclaimed to the topography and topsoil quality that existed just prior to the beginning of the construction of the commercial solar energy conversion facility. Disturbed earth will be graded and reseeded, unless the Town requests the areas to be retained, and all of these activities will be at SunEdison's cost. One advantage of solar systems over other traditional forms of energy generation is the ability to recycle the majority of the systems' major components. Photovoltaic modules, inverters, and AC and DC cabling are designed for disassembly and recycling. The racking system is comprised primarily of steel and aluminum girders which can be readily recycled into new products. SunEdison is open to discussion of the fate of the project after the Lease and PPA Term. In most cases, projects are planned to be decommissioned as mentioned above. However, should the Town be interested in owning the project at the end of the Term, SunEdison would be open to selling the projects at a Iow market rate. A mechanism similar to the one contemplated in the landfill project would seem to be a good starting point for all parties in this project. Edi ' un son Page 18 SunEd o June 18,2012 Henry Misas, BPI-MFBA Bright Power, Inc. ~.1 Hanover Square 21st Floor New York, NY 10005 Via email: Henry Misas [hmisas~brightpower.com] SUBJECT: Southold Landfill RFP- Offer Submittal Addendum Dear Henry: Thank you for your call this morning. We are happy to add to the materials that were submitted last evening. Attached to this letter, you should find the following: 1) An updated facility layout with a capacity of 2,0 MW AC. 2) An updated PVSyst Report for the 2.0 MW AC design 3) A PVSyst to PVWatts conversion chart. 4) The bid response form with the costs broken out differently than was shown last night 5) A project team org chart 6) Biographies of key team members. It was a bit disappointing to hear that we somehow did not well communicate our strongest attribute. SunEdison is the strongest solar company in the world for installing photovoltaic arrays on landfill properties. We think that this is a great example of public policy meshing well with sustainable redevelopment and our team enjoys these projects. As I noted, we are in the midst this week of starting up our first Massachusetts project in Greenfield, which is quite comparable to the Southold design as it is also 2 MW in size. We have also permitted landfill sites in many other States and are familiar with the design practices and concerns that will be raised by the NYS DEC. To assist you with familiarity with our team, we have expanded our submittal to include resumes of key personnel and an organization chart. Throughout the course of our involvement, Mr Steve Raeder will be the main point of contact, but myself and Fred Zalcman will also be available for any strategic matters that SunEdison needs to address. Our design and construction activities will be coordinated out of our Pennsauken NJ office. Mr Mark Cooper will be overseeing the detailed design work. Mr Thomas Jeffers will oversee all logistical and field work. This project will generally follow the SunEdison formula of handling the SunEdiso~ 866 SunEdison (786 3347) info~sunedison corn Corporate Headquarters T +I 866 786 3347 www.sunedison corn 600 Clipper Dr F +1 443 909 7150 Belmont, CA 94002 TOWN OF SOUTHOLD JUNE 17, 2012 management of all critical aspects internally but subcontracting out local and other areas of specific expertise. All 5unEdison personnel on the project organization chart have worked on landfill projects that are now in operation. I see three areas that likely will be subcontracted for on this project, but there may be others. The three are 1- Preparation of 5EQRA and Post Closure Use Permit applications for DEC Region 1. 2- Local electrical construction contracting 3- Local earthworks contracting with expertise on landfill activities. We have not yet teamed up with any firm in any of these three categories but will clearly have a preference for Long Island based contractors in each area. I trust that our submittal will exceed your evaluation criteria. Please contact me with any questions you may have regarding this proposal. As requested, we are submitting this portion of the submittal early and will have a second submittal on June 17. I may be reached at 84.5 473 0300 or by e-mail at pcurran~)sunedison.com, or you can reach my colleague Steve Raeder at 443 909 7200 or by email at sraeder~sunedison.com. Sincerely, SunEdison' Page 2 SOUTHOLD LANDFILL NY-12-0028 Grid-Connected System: Simulation parameters 18/06/12 Page 1/4 Project : Geographical Site Situation Time defined as Southold Landfill Islip Long Isl Macarthur Ap Latitude 40.8°N LegaITime Time zone UT-5 Albedo 0.20 Meteo data : Islip Long Isl Macarthur Ap, NREL TMY3 Simulation variant : New simulation variant Simulation date 18/06/12 11h12 Country USA Longitude 73.1°W Altitude 26 m Simulation parameters Collector Plane Orientation Tilt 20° Azimuth 0° 5Sheds Pitch 6.52 m Collector width 3.00 m Inactive band Top 0.00 m Bottom 0.00 m Shading limit angle Gamma 15.50 ° Occupation Ratio 46.0 % Models used Transposition Horizon Free Horizon Near Shadings No Shadings Perez Diffuse Measured PV Array Characteristics PV module Number of PV modules Total number of PV modules Array global power Array operating characteristics (50°C) Total area Si-mono Model MEMC-S240ACA Manufacturer MEMC In series 28 modules In parallel 387 strings Nb. modules 10836 Unit Nom. Power 240 Wp Nominal (STC) 2601 kWp At operating cond. 2341 kWp (50°C) U mpp +/-381V Impp 3076A Module area 17701 m2 Cellarea 15825 m2 Inverter Model Solaron 500 Manufacturer Advanced Energy Industries, Inc. Characteristics Operating Voltage +/-330-550 V Unit Nom. Power 500 kW AC Inverter pack Number of Inverter 4 units Total Power 2000 kWAC PV Array loss factors Thermal Loss factor Uc (const) 25.0 W/m2K Uv (wind) 1.2 W/m~K / mis => Nominal Oper. Coll. Tamp. (G=800 W/m2, Tamb=20°C, Wind=l m/s.) NOCT 47 °C Wiring Ohmic Loss Global array res, 5.5 mOhm Loss Fraction 2.0 % at STC Array Soiling Losses Jan. Feb Mar. Apr. May June July Aug. Sep. Oct. Nov Dec. 40Y,~ 63Yo* 24y~0 I 0Y*~ 10~* 1.0Y~* 1.0Y** 1.0Y** 10Y** 10~* 1.7Yo° 4.0~ Module Quality Loss Loss Fraction 3.3 % Module Mismatch Losses Loss Fraction 0.5 % at MPP Incidence effect, ASHRAE parametrization lAM = 1 - bo (1/cos i - 1) bo Parameter 0.05 I18/06/12 Page 2/4 Grid-Connected System: Simulation parameters (continued) System loss factors AC wire loss inverter to transfo External transformer Inverter voltage 480 Vac tri Wires 82 m 3x2000 mm2 Iron loss (Night disconnect) 5100 W Resistive/Inductive losses 0.8 mOhm Loss Fraction 1.0 % at STC Loss Fraction 0.2 % at STC Loss Fraction 0.9 % at STC User's needs: Unlimited load (grid) Grid-Connected System: Main results 18106112 1 Page 3/4 Project : Simulation variant : Southold Landfill New simulation variant Main system parameters System type Grid-Connected PV Field Orientation Sheds disposition, tilt 20° azimuth 0° PV modules Model MEMC-S240ACA Pnom 240 Wp PV Array Nb. of modules 10836 Pnom totat 2601 kWp Inverter Model Solamn 500 Pnom 500 kWac Inverter pack Nb. of units 4.0 Pnom total 2000 kW ac User's needs Unlimited load (grid) Main simulation results System Production Produced Energy 3357 MWh/year Specific prod. 1291 kWh/kWp/year Pedormance Ratio PR 81.1% Normalized productions (per installed kWp): Nominal power 2601 kWp Performance Ratio PR GlobHor TAmb Globlnc GlobEff EArray E_Grid EffArrR EffSysR Grid-Connected System: Loss diagram 18/06/12 I Page 4/4 Project : Simulation variant : Southold Landfill New simulation variant Main system parameters System type Grid-Connected PV Field Orientation Sheds disposition, tilt20° azimuth 0° PV modules Model MEMC-S240ACA Pnom 240 Wp PV Array Nb. of modules 10836 Pnom total 2601 kWp Inverter Model Solaron 500 Pnom 500 kWac Inverter pack Nb. of units 4.0 Pnom total 2000 kW ac User's needs Unlimited load (grid) Loss diagram over the whole year ..... 1408 kWh/mr _---~ i~-~-3.0% i -C~ -3.0 Yo 3412 MWh - -. 3357 MWh . - ¼ -0.4"/0 '-100% Horizontal global Irradiation Global incident in coll. plane Near Shadings lAM factor on global Effective irradlance on collectors PV conversion Array nominal energy (at STC eric.) PV loss due to irradiance level PV loss due to temperature Array Soiling loss Module quality loss Module army mismatch loss Ohmic wiring loss Array virtual energy at MPP Invader Loss during operation (efficiency) Inverter LOSS over nominal Jnv, power Inverter LOSS due to power threshold Inverter Loss over nominal inv. voltage Inverter Loss due to voltage threshold Available Energy at Inverter Output AC ohmic loss Exlemal transfo loss Energy injected into grid 6/18/12 PVWATTS: AC Energy and Cost Savings AC Energy & Cost Savings (Type cgmments here to appear on printout; maximum Station Identification City: il New_York_Ciy State: ]lNew_York ]1.57 rn Longitude: Elevation: PV System Specifications DC to AC Demte Factor: AC Rath~g: 2600.0 kW il0.829 I[2155.1 kW Array Type: ilFixed Tik Array Tilt: ][20.0° Array Azimuth: ]1180.0° Energy Specifications Results Solar AC Energy Radiation Energy Value (kWh/m 2/day) (kWh) ($) Year 4.48 3357803 486881.43 About thc I{otn'ly Pcrfommnce D~tta Saving Texl fi'oma Brotvser Run PVWATTS x. 1 for another US location or an International locatioo Rrm Px,%~,~AT'I'S v2 (US only) Please send questions and comtnents regarding PVWATTS to Wcbmastcr rredc.nrel.govlsolarlcalculatorslPVWAITSIversionllUSIcodelpvwattsvl .cgi 6/18112 PVWATTS: AC Energy and Cost Savings Disclaimer and copyright notice s~; Retum to RReDC home page (httt,:/Avww.nrel.gol,/kredc) rredc,nrel.govlsolar/calculators/PVWATTS/versionllUSlcode/pvwattsvl.cgi 2/2 Bid Resoonse Form - Southold Landfill Solar PV :ompany Name; SunEdi$<~n :ontact: Paul Curran pcurran~sunedison corn 845 473 0300 total System Capacity[kW-AC): 2.0 MW Module: MEMC M30S AMR Quantity 8522 Stage h Financing Steve Raeder Director of Sales & SunEdison Contact Paul Curran Managing Director, Remediated Site Development Fred Zalcman Managing Director of Regulatory Affairs Chris Bailey VP of Finance Development James Scarrow VP, Energy Services and Assistant General Counsel Steve Raeder Director of Sales & SunEdison Contact SunEdison Design & Engineering Team Mark Cooper Regional Engineering Manager Brock Chapman US Director, Land Acquisitions & Development Michael Belko Regional Program Manager Tom Jeffers Regional Operations Manager Subcontractors SunE on' Steve Hassfeld Managing Director, Global Operations Steve Raeder Director of Sales & SunEdison Contact Renewable Operations Center SunEdison® Steve Raeder Director of Sales Steve Raeder is the Director of Sales for the Eastern Region for SunEdison. In this capacity, he works closely with SunEdison's customers in both the commercial and public sectors. Mr. Raeder is a veteran of the solar industry. Prior to joining SunEdison, he was a Principal at New Grid Energy Solutions, a boutique energy advisory firm specializing in economic and environmental feasibility studies for large scale photovoltaic deployments. SUI~£ disol¥ LLC Corporate Headquarters 12500 Baltimore Avenue Beltsville, MD 2070S Toll Free +I 866 5UNEDISON T +1 443 909 7200 F +1 443 909 7150 l SunEdison' Mark Cooper Director of Project Engineering Mark Cooper is the Director of Project Engineer in the Design Engineering group within EPC&S at SunEdison. Mr. Cooper is responsible for site surveys, environmental interpretation, design and permitting, interconnection approval, system configuration and communication with engineering team. Mr. Cooper has 12 years of engineering experience in the aerospace,automotive and consumer products fields. Before joining SunEdison, he served as Senior Design Engineer for Southco, designing position control mechanisms for fiat panel applications in the medical, automotive and consumer electronics industries. Prior to that, he served as a Product Design Consultant for Altitude Inc., helping a wide variety of clients bring concept products into high volume production. Mr. Cooper holds a BS in Mechanical Engineering from the Massachusetts Institute of Technology. Sun EdisonLLC Corporate Headquarters 12500 Baltimore Avenue Beltsville, MD 20705 Toll Free +1 866 SUNEDISON T +1 443 909 7200 F +1 443-909-7150 SunEdison' Michael Belko Senior Director of Operations Michael Belko is the Senior Director of Operations at SunEdison. He is responsible for the complete oversight of the delivery process for the Solar PV Portfolio, including design, permitting, material planning, construction and inspection phases. Mr. Belko is the main point of contact for the client at the local and regional level. Mr. Belko has over 25 years experience in the construction industry, including eight years working with solar thermal and two years with solar PV. Pdor to joining SunEdison, Mr. Belko held Director- level positions with several major national and regional homebuilders, including Lennar, Centex and Scarborough, as well as managing his own General Contracting firm. Since joining SunEdison, Mr. Belko has overseen the successful completion of over 79 individual solar projects totaling over 29MW of solar capacity. Sun Edison LLC is North America's largest solar energy services provider. SunEdison provides solar-generated energy at or below current retail utility rates to a broad and diverse client base of commercial, municipal and utility customers. The company headquarters is located in Belmont, CA. Sun Ediso~ LLC Corporate Headquarters 12500 Baltimore Avenue E~eltsville, MD 20705 Tell Free +1 866 SUNEDISON T +1 443 909 7200 F +1 443-909-7150 SunEdison® Thomas G. Jeffers, Jr. Senior Project Manager Thomas Jeffers is the Senior Project Manager for the Mid-Atlantic states at SunEdison. He is responsible for the oversight of the delivery process for the Solar PV portfolio, including construction and inspection phases. Thomas is the main point of contact for the client at the local and regional level. Thomas has over 25 years of experience in the construction industry including managing his own General Contracting firm. Since joining SunEdison, Tom has overseen the successful completion of over 6 MW DC of Solar PV throughout New Jersey, Pennsylvania and Maryland, and is currently overseeing three portfolios of active projects with another 4.2 MW DC under development. Corporate Headquarters 12500 Baltimore Avenue Beltsville, MD 20705 Toll Free +1 866 SUNEDISON T +1 443 909 7200 F +1 443 909 7150 un tnson Brock Chapman US Director, Land Acquisitions & Development Brock Chapman is the US Director of Land Acquisitions & Development for SunEdison. With over 20 years of experience, Mr. Chapman leads the US Real Estate Acquisitions & Development Division of SunEdison. He manages a team of regional real estate professionals and is responsible for sourdng/acquidng real estate, due diligence, project feasibility, obtaining entitlements/permits, and developing utility- scale projects across the US. Prior to joining SunEdison, Mr. Chapman was the Principal at B.R Chapman Company, LLC, a firm that provided professional real estate consulting services to builders and developers. Mr. Chapman has an MBA from Regis University and a BA in Economics from the University of the Pacific. SunEdison, LLC Corporate Headquarters 12500 Baltimore Avenue Beltsville, MD 20705 Toll Free +1866 SUNEDISON T +1443 909 7200 F +! 443-909-7150 SunEdison® Chris Bailey Vice President, Project Finance and Corporate Development Chris Bailey is the Vice President of Project Finance and Corporate Development in Nodh Amedca for SunEdison. Over the last few years Chds has played an essential role in financing SunEdison projects and creating new funds. He brings a tremendous wealth of Solar experience including raising capital for groSolarand the management of strategic partnerships at the United Nations Association. While at the United Nations Association he developed public-private sector risk-mitigation structures to finance energy infrastructure projects in emerging markets. He has a diverse project finance background which includes management of investment banks, credit rating agencies, bond insurers, the World Bank, UN, and the US State Department. Chris holds a B.S. in Policy Analysis and Management from Comell University, and received an M.B.A. from the University of Chicago with concentrations in Finance, Accounting and Entrepreneurship. 5unEdison, LLC Corporate Headquarters 12500 Baltimore Avenue Beltsviile, MD 20705 Toll Free +1 866 SUNEDISON T +1443 909 7200 F +1 443-909-7150 SunEdison' Paul Curran Managing Director Paul Curran is the Managing Director for SunEdison. Paul Curran was most recently the Chief Development Officer of Axio Power, Inc., an utility-scale solar development company that was acquired by SunEdison in May 2011. AtAxio Power, Mr. Curran oversaw all Massachusetts projects. Pdor to Axio, Mr. Curran founded BQ Energy, a solar and wind development company that was acquired by Axio's parent company GLER in 2009. Dudng his tenure at BQ Energy, Mr. Curran developed the Steel Winds project, a 20 megawatt (MW) wind farm located on an industrial brownfield in Lackawanna, New York. Mr. Curran previously worked for Texaco for 24 years, and served as the Director of European Commercialization. Under his direction, Texaco developed several dean energy facilities. Of note, Mr. Curran directed the Texaco team's development work for the 24 MW Nerefco Wind Farm now operating in Rotterdam, The Netherlands- the wodd's first large-scale wind farm located inside an operating industrial complex. Mr. Curran earned his mechanical engineering degree from Columbia University and earned his MBA from Madst College. Mr. Curran is a registered Professional Engineer in New York State. Sun[dison, LLC Corporate Headqua~ers 12500 Baltimore Avenue Beltsville, MD 20705 Toll Free +1 866 SUNEDISON T +1 443 909 7200 F +1 443-909-7150 SunEdison' Fred Zalcman Managing Director of Regulatory Affairs Mr. Zalcman has over 20 years of involvement in renewable energy public policy, and has been instrumental in the creation of state level incentive programs in NJ, CT, MA and NY. As SunEdison's east coast lead for public affairs, Mr. Zalcman is intimately familiar with pending solar incentive legislation within the state of New York, and will serve as a cdtical advisor to Mr. Raeder and his team both before and after program implementation. Pdor to joining SunEdison, he served as the executive Director of the Pace University Climate and Energy Center based in White Plains, NY and served on numerous advisory committees at the local, county, and state level. Sun EdisonLLC Corporate Headquarters 12500 Baltimore Avenue Beltsville, MD 20705 Toll Free +'1 866 SUNEDISON T +1 443 909 7200 F +1 443-909-7150 SunEdison' James Scarrow Vice President of Energy Services & Assistant General Counsel James Scan'ow has been with SunEdison for over 4 years. In his role as VP of Energy Services and Assistant General Counsel, he has overseen the execution of over one-hundred (100) PPA contracts. He has extensive experience in project finance, renewable energy projects, and EPC contracts. Prior to joining SunEdison, he worked for Chadbourne &Parke LLP for nearly 9 years as an attorney in the firm's project finance group. Mr. Scarrow holds a BA in Engineering from Dartmouth College, an MS in Civil and Environmental Engineering from University of Wisconsin - Madison, and a JD from the University of Virginia. Sun EdisonLLC Corporate Headquarters 12500 Baltimore Avenue Beitsville, MD 2:0705 Toll Free +1 866 SUNEDISON T +1 443 909 7200 F +1 443-909-7150 'SunEdison' Steve Hassfeld Managing Director, Global Operations Steve Hassfeld is the Managing Director of Global Operations for SunEdison. Mr. Hassfeld, a seasoned field support and customer support manager, is responsible for the service and maintenance of installed solar systems. He oversees both the Service Operations and Field Operations groups. Since joining SunEdison in 2008, he has helped develop our proactive maintenance approach and establish strong relationships with our manufacturing partners. Prior to SunEdison, he worked in the IT industry in various roles such as chief technology officer, project management, and consulting. With 17 years of experience, he offers an exceptional ability to facilitate highly complex technical solutions. Mr. Hassfeld has a BS in Computer Science from California State University - Chico. Sun[dison, LLC Corporate Headqua~ers 12500 BaJtimore Avenue Beltsville, MD 20705 Toll Free +1866 SUNEDISON T +1 443 909 7200 F +1 443 909-7150 TOTAL SYSTEM DESCRIPTION SOUTHOLD LANDFILL SCOTT ~O'PERVlSOR Tow,~ tlalL Ik3096 Rout~ P,O. ~ 1179 Southold, Now York 11~9714}9B9 Fax (681) Telephone (681) OFFICE OF THE SUPERVISOR TOWN OF SOUTHOLJ) June 20, 2012 Mr, Paul F. Curran, Managing Director SunEdtson 12500 Baltimore Ave Beltsvllle, MD 2070§ RE: Town of $outhoid landfill Solar Facility Deer Mr. Curmn: This loiter is to confirm that Ihe To'a~l of Southoid is the legal owner of the Landfill pmpen'y located within the Town of Southold at 6155 Cox Lane, Cutehogue, New York. Following a competitive bidding process In accordance wllh Section 103 of Ihe General Municipal Law, the Town Board of ihe Town of Southold passed a reso}ution o~ June t9, 2012 accepting the bid of SunEdison to develop, construct, own andoperate a 2 MW (AC) Solar Energy Project on the surface of that Landfill. The Town Board anti(~pates that SunEdison will apply for electrical {nterconnection to lhe Long Island Power Authority (LIPA). ~ Town Board also understands that as part of that appllca~n, SunEdison must demonstrate Site Control through 'An exclusivity or other business relationship between the interconne~lon Cuafomer and the entity having the right to sell, lease, or grant the loterconne~on Customer the right to possess or occupy a site for such puq3ose.' Please allow this letter to further confirm that by a~capflng SunEdison's bid, the Town of Southold has agreed to grant SunEdison exclusive control of the designated portion of our Landfill ~or the puq:)ose of developing, constructing, owning and ~rating the above-referenced Solar Energy Facility. It is the intent of the Town of Southold that SunEdlson's site control will remain in place throughout the life of Ihe proposed Solar Energy Project pursuant to tho terms of a ground lease for the land. We ask lhat LIPA consider SunEd~on to have full Site Control as per the terms of your Interconnectlon Tariff. Please feel free to contact my office With any questions. Very truly yours, Superv{ser SAPJlk cc: Martin D. F'mnegan. Town Attorney