Minnesota Community Solar Garden Program

CommunitySolarGardensIn2013theMinnesotalegislaturepassedtheSolarJobsAct

with a new community‐based program that allows

homeowners, municipalities, and Companies to join and

purchase their electricity from a centrally located solar

farmintheirneighborhood,calleda“SolarGarden”.

AselectricityisproducedbytheSolarGarden,subscribers

earn Xcel electricity bill credits based on the electricity

production each month. In exchange for these Xcel

electricitybillcredits,subscriberswillbebilledbytheSolar

Garden for their share of the electricity production each

month. The total cost you pay the Solar Garden for

electricity is lower than the total savings from the Xcel

electricitybillcredits,providingthesubscribersignificant

electricity savings each month by entering into a Solar

Garden Power Purchase Agreement “PPA” with WGL

Energy.

Moreinformationcanbefoundat:

www.xcelenergy.com/Energy_Solutions/Residential_Soluti

ons/Renewable_Energy_Solutions/SolarRewards_Commun

ity‐MN

SolarProjectBenefitsOur subscribers receive significant benefit from

participatinginaSolarGarden.Wehaveoutlinedmanyof

thesebenefitsbelow.

Reductionofelectricitycosts• Morethan10%savingsonelectricitycosts

Predictableenergyrates• Fixedelectricitypricesoverthe25years

Positiveenvironmentalimpact• Reductionofgreenhousegasemissions

Positivecommunityimpact• Constructioniscompletedwithalocalworkforce,

providingjobsandpositivelocaleconomicimpactsBetterthanbuildingyourownsolarfarm• Noinitialorongoingcapitalexpenditure

• SystemOwnerresponsibleforsystemmaintenance

• SolarGardenishostedonthird‐partyland

The chart below represents the electricity savings that a

subscribercanexpecttoreceiveoverthelifeofthePPA.

Note:Estimatedbasedon3MWSolarGardenanda3.0%gridescalator.

CommunitySolarGardenTeamWGL Energy, New Energy and Innovative Power have

joinedtogethertosuccessfullycompleteaSolarGardenin

yourcommunity.Thecombinedcompanieshavecompleted

over 800 solar installations throughout the State of

Minnesotaandover1,000 installations, totalingover130

MWofsolarcapacitynationally.

WGLEnergyOverview

WGLEnergy is an entity thatdelivers a full ecosystemof

energy offerings including natural gas, electricity, green

power, carbon reduction, distributed generation and

energy efficiency provided byWGL Energy Services, Inc.

(formerlyWashingtonGasEnergyServices,Inc.).

           

Minnesota Community Solar Garden Program

InnovativePowerSystemsOverview

Innovative Power Systems, based in St. Paul, Minnesota

(IPS) designs, installs, and services solar electric, solar

thermal, and electric vehicle charging stations for

residential, commercial, and utility‐scale applications.IPS

has been amajor contributor in establishing Community

Solar Gardens (CSGs). IPS has installed over 800 solar

systemsthroughoutMinnesotasince1991.

NewEnergyEquityOverview

NewEnergyEquityisanationwideend‐to‐endsolarproject

developmentandfinancecompanythathasexperience in

handling all aspects of photovoltaic projects including

sourcing financing from private, public and institutional

investorsandcompleteprojectmanagement.NewEnergy

focuses on commercial and small utility scale solar

installationsthroughouttheUnitedStatesbetween40kW

and5MW.

MinnesotaProjectPortfolioThe map below shows the number of solar installations

projectscompletedbyWGL,NewEnergyEquityandIPSin

2014.

MinnesotaProjectPhotos

ThephotosbelowrepresentmanyoftheWGLEnergy,New

Energy Equity, and Innovative Power SystemsMinnesota

SolarInstallations.

ContactDetails

InnovativePowerSystems

1413HuntingValleyRoad

St.Paul,MN55108

Tel:651‐789‐5305

jamieb@ips‐solar.com

www.ips‐solar.com

NewEnergyEquity

705MelvinAvenue

Annapolis,MD21401

Tel:443‐267‐5012

info@newenergyequity.com

www.newenergyequity.com

INNOVATIVE POWER SYSTEMS Renewable Energy Design & Installation

www.ips-solar.com

1413 Hunting Valley Road www.ips-solar.com St. Paul, MN 55108 MN General Contractors License # 20101407 651-789-5305 MN Electrical Contractors License # CA06128

About Innovative Power Systems :

Innovative Power Systems designs, installs, and services solar electric, wind

electric, solar thermal, and EV charging stations for residential, commercial,

and utility-scale applications. Innovative Power Systems has designed and

installed hundreds of solar energy systems since 1991, by far more than any

other contractor in the state. Innovative Power Systems is a NABCEP certified general and

electrical contractor for both solar electric and solar thermal systems. IPS has unparalleled

experience in the implementation of solar systems throughout Minnesota and the Midwest and

has just received a grant from the Renewable Development Fund to install 967kW of solar

projects on the light rail corridor (RDF Grant Award EP4-11).

Some of our commercial installations include:

Science Museum of Minnesota (10kW) St. Paul United Church of Christ (40kW)

Great River Energy HQ (72kW) St. Luke Presbyterian Church (40kW)

Splash Products, Inc. (40kW) Taylors Falls Elementary (40kW)

Eichten Farms (40kW) Chisago Lakes Middle School (40kW)

Pellco Machine (40kW) Becker High School (40kW)

Quality Bicycle Products (40kW) Annandale Elementary (40kW)

AGA Medical (40kW) Annandale Middle School (40kW)

Waconia Ice Arena (40kW) Waconia High School (40kW)

Lessors, Inc. (40kW) Holdingford High School (40kW)

East Side Glass (40kW) Holdingford Elementary (40kW)

Mallard Ink (40kW) People of Praise (40kW)

Please see our website at www.ips-solar.com to view other projects.

Company Overview

New Energy Equity Overview

New Energy Equity is a nationwide end-to-end solar project

development and finance company that has experience in

handling all aspects of photovoltaic projects including

sourcing financing from private, public and institutional

investors and complete project management. New Energy

Equity works with the most reputable solar construction

companies to complete engineering, permitting,

construction and commissioning of our solar transactions.

We are well positioned to guarantee a successful and

beneficial transaction for all parties involved.

New Energy focuses on commercial and small utility scale

solar installations throughout the United States between

200 kW and 5 MW. New Energy Equity has led the

successful financing of 18 solar projects throughout the

state of Minnesota in the last year. The solar installations

are savings school districts, municipalities and non-profits

thousands of dollars in electricity payments over the

contract life. Other NEE projects are located in New York,

Rhode Island, New Jersey, Georgia, and Hawaii.

Minnesota Project Portfolio The map below shows the number of installed completed by

New Energy Equity in 2014.

Minnesota Project Photos

The photos below represent many of the New Energy

Equity Minnesota Solar Installations.

Contact Details

Tel: 443- 267-5012

info@newenergyequity.com

www.newenergyequity.com

New Energy Equity LLC

705 Melvin Avenue, Suite 100

Annapolis, MD 21401

Model Inputs

PPA Rate: 0.1099$ System Size (Watts): 2,700,000

Yearly Escalator: 0.00% Estimated Production (kWh): 3,500,000

Grid Rate: 0.1146$ Term (Years:) 25

Grid Escalator: 2.75% Degradation Factor: 0.50%

Columbia Heights Public Schools Solar Garden Cashflow

YearTotal kWh

Electricity

Rate*PPA Rate Bill Savings Solar Payments Annual Savings Cumulative Savings

Year 1 3,500,000 $0.1146 $0.1099 $400,960 $384,650 $16,310 $16,310

Year 2 3,482,500 $0.1177 $0.1099 $409,926 $382,727 $27,200 $43,510

Year 3 3,465,088 $0.1209 $0.1099 $419,093 $380,813 $38,280 $81,790

Year 4 3,447,762 $0.1243 $0.1099 $428,465 $378,909 $49,556 $131,346

Year 5 3,430,523 $0.1277 $0.1099 $438,047 $377,015 $61,032 $192,379

Year 6 3,413,371 $0.1312 $0.1099 $447,843 $375,129 $72,713 $265,092

Year 7 3,396,304 $0.1348 $0.1099 $457,858 $373,254 $84,604 $349,696

Year 8 3,379,322 $0.1385 $0.1099 $468,097 $371,388 $96,709 $446,405

Year 9 3,362,426 $0.1423 $0.1099 $478,564 $369,531 $109,034 $555,439

Year 10 3,345,614 $0.1462 $0.1099 $489,266 $367,683 $121,583 $677,022

Year 11 3,328,885 $0.1503 $0.1099 $500,207 $365,845 $134,363 $811,385

Year 12 3,312,241 $0.1544 $0.1099 $511,393 $364,015 $147,378 $958,763

Year 13 3,295,680 $0.1586 $0.1099 $522,829 $362,195 $160,634 $1,119,397

Year 14 3,279,201 $0.1630 $0.1099 $534,521 $360,384 $174,137 $1,293,534

Year 15 3,262,805 $0.1675 $0.1099 $546,474 $358,582 $187,892 $1,481,426

Year 16 3,246,491 $0.1721 $0.1099 $558,695 $356,789 $201,906 $1,683,332

Year 17 3,230,259 $0.1768 $0.1099 $571,189 $355,005 $216,183 $1,899,515

Year 18 3,214,108 $0.1817 $0.1099 $583,962 $353,230 $230,732 $2,130,247

Year 19 3,198,037 $0.1867 $0.1099 $597,021 $351,464 $245,557 $2,375,803

Year 20 3,182,047 $0.1918 $0.1099 $610,372 $349,707 $260,665 $2,636,468

Year 21 3,166,137 $0.1971 $0.1099 $624,021 $347,958 $276,063 $2,912,531

Year 22 3,150,306 $0.2025 $0.1099 $637,976 $346,219 $291,757 $3,204,288

Year 23 3,134,554 $0.2081 $0.1099 $652,243 $344,488 $307,755 $3,512,043

Year 24 3,118,882 $0.2138 $0.1099 $666,828 $342,765 $324,063 $3,836,106

Year 25 3,103,287 $0.2197 $0.1099 $681,740 $341,051 $340,689 $4,176,795* Assumes 2.75% Grid Escalator

705 Melvin Avenue | Suite 100 |Annapolis, MD 21401 Main number: 443-267-5012 www.newenergyequity.com

March 18, 2015

Columbia Heights Public Schools 1440 49th Ave NE Columbia Heights, MN 55421 Re: Columbia Heights Public Schools Community Solar Garden Subscription

Dear Columbia Heights Public Schools: This Letter of Intent (“LOI”) sets forth the preliminary terms and conditions of New Energy Equity, LLC’s (“NEE”) proposed installation of, and Columbia Heights Public Schools (“Host Customer”), purchase of a subscription to purchase solar array generated electricity, herein a “Subscription”, in one or more Community Solar Garden Projects located throughout the State of Minnesota herein the “Transaction”. For the purposes of this LOI, NEE and Host Customer may collectively be referred to as the “Parties” or individually referred to as a “Party”. 1. Transaction Description and Assumptions

NEE has made the following assumptions for the purpose of evaluating the viability of the

Transaction whereby NEE will pay for the installation and serve as the financier and long term owner

of the Transaction and Host Customer will purchase electricity in accordance with the terms

outlined below. The following is a list of information provided and/or assumptions made by NEE as

of the date of this LOI:

I. Total Subscription: 3,500,000 kWh per year

II. Power Purchase Agreement (PPA) Energy price: [$.1099 / kWh]

III. PPA Yearly Escalator: 0%

IV. PPA Term: 25 Years

The Host Customer has made the following assumptions for the purpose of evaluating the viability

of the Transaction whereby the Host Customer will purchase electricity from Community Solar

Garden Transaction under a Power Purchase Agreement as outlined in the terms below. The

following is a list of information provided and/or assumptions made as of the date of this LOI:

I. Total Subscription: 3,500,000 kWh per year

II. Power Purchase Agreement (PPA) Energy price: [$.1099 / kWh]

III. PPA Yearly Escalator: 0%

IV. PPA Term: 25 Years

V. Xcel Year 1 Community Solar Garden Credit: [$.1146]

705 Melvin Avenue | Suite 100 |Annapolis, MD 21401 Main number: 443-267-5012 www.newenergyequity.com

VI. Construction Completion: Within 12 months of signing of Power Purchase Agreement

(PPA) with Host Customer.

2. Transaction Diligence and Conditions

During the term of this LOI, NEE shall assess various additional diligence items as it relates to

construction viability and NEE’s requirements for the financing of the Transaction. Successful

completion of the Transaction will be dependent on the satisfactory review/completion of the

following items:

I. Due diligence and approval of the financial condition of Host Customer;

II. Successful negotiation and execution of Power Purchase Agreement with Host

Customer;

III. Successful application and award of a Community Solar Garden by Xcel Energy and/or

its’ affiliates;

IV. Final approval of the Transaction by NEE’s financing partners.

3. Exclusivity

NEE is aware that, prior to the date of this LOI, Host Customer may have had several discussions with one or more third parties concerning a possible transaction or transactions which may or may not be similar to the Transaction proposed by NEE. Notwithstanding the foregoing and upon execution of this LOI, Host Customer will not and will cause Host Customer’s members, officers, employees, and other agents not to at any time during the three hundred and sixty five (365) day period commencing upon execution of this LOI (the “Exclusivity Period”), directly or indirectly, (a) submit, solicit, initiate, encourage or discuss any proposals or offers from any person regarding the Transaction, or (b) enter into any agreement or commitment related to the Transaction, or (c) further participate in any negotiations regarding, or furnish to any other person any additional non-public information with respect to, or otherwise further cooperate in any way with, or assist or participate in, facilitate or encourage, any effort or attempt by any other person other than NEE to do or seek any of the foregoing. If NEE notifies Host Customer that NEE will proceed with the Transaction as a result of all diligence

items being satisfied, then the Parties shall execute the negotiated Power Purchase Agreement and

this LOI shall be terminated.

4. Choice of Law

The LOI and contemplated agreements would be governed by Minnesota law, without regard to

conflicts of laws principles.

705 Melvin Avenue | Suite 100 |Annapolis, MD 21401 Main number: 443-267-5012 www.newenergyequity.com

5. Intellectual Property

Any intellectual property of whatever nature and in whatever form contained, which is owned by either Party before or during the term of this LOI, together with any and all enhancements and modifications thereof (and whether used or made available for any purpose in any way connected with the subject-matter of this LOI) shall be and remain the sole and absolute property of such Party and no other Party shall obtain any right, title or interest whatsoever to such intellectual property.

6. Fees and Expenses

The Parties will each be responsible for its own fees, costs and expenses (including, but not limited to legal, due diligence, financial advisors, commissions, advisory fees and accounting fees or expenses) incurred in connection with the contemplated Transaction.

7. Access to Information

From the date of this LOI through the termination of this LOI, the Parties shall cooperate to furnish

to each other such information as from time to time reasonably requested by any other Party for

the purpose of completing additional due diligence, preparing proposals and/or procuring the

execution and delivery of other agreements.

8. Publicity

The Parties shall advise and consult each other prior to the issuance of any public reports, statements

or releases pertaining to this LOI or its implementation, or any matters relating to the activities

contemplated by this LOI or its implementation.

9. Termination

The obligations of each Party to this LOI may be terminated as follows:

I. by mutual agreement between the Parties;

II. execution of a definitive PPA between the Parties;

10. Binding effect

Except for Sections 3, 4, 5, 6, 7, 8, 9, 11, 12 and this Section 10, this letter is not intended to be a

binding agreement between the Parties and is only intended to be an expression of mutual

understandings until definitive agreements are executed and delivered. Notwithstanding the

foregoing, Sections 3, 4, 5, 6, 7, 8, 9, 11, 12 and this Section 10 will bind and inure to the benefit of

the Parties and their respective successors and permitted assigns. The termination of this LOI or any

failure of the Parties to execute and deliver any or all the agreements contemplated by this LOI for

any reason whatsoever shall not give rise to any right whatsoever on the part of either Party to

claim for damages, whether under contract, tort, at law or in equity.

705 Melvin Avenue | Suite 100 |Annapolis, MD 21401 Main number: 443-267-5012 www.newenergyequity.com

11. Assignment

This letter may not be assigned without the other Party's prior written consent.

12. Execution in Counterparts

This LOI may be executed in one or more counterparts and by one or more Parties to any counterpart,

each of which shall be deemed an original and all of which together shall constitute one and the same

LOI. Each signer below represents that they are authorized to execute the LOI on behalf of their

respective organizations.

New Energy Equity is extremely excited to work with you to bring this Transaction to a successful close.

We look forward to building a mutually beneficial relationship that will hopefully lead to many

successful future transactions. Please do not hesitate to email or call with any questions.

Matthew Hankey

New Energy Equity LLC

mhankey@newenergyequity.com

(443) 267-5010 (office)

(443) 875-4049 (cell)

SIGNATURE PAGE FOLLOWS

705 Melvin Avenue | Suite 100 |Annapolis, MD 21401 Main number: 443-267-5012 www.newenergyequity.com

New Energy Equity, LLC

________________________________________

Matthew Hankey

COO

Agreed to and Accepted, as of ( ), 2015, by:

Columbia Heights Public Schools

____________________________________________

By:

____________________________________________

Name

____________________________________________

Title