---------- Forwarded message --------­

From: MarniJ Zollinger <marnizollinger2@gmail.com>

Date: Thu, Mar 12, 2009 at 3:39 PM

Subject: Proposal for Renewable Energy Facility

To: dnelson@ci.troutdale.or.us ~ C\"-hjO\J"\ ,D0", d.AJ..L- A-~~

Mr. Nelson - City of Troutdale, Economic Development

Thank you for your call today. As promised, please let me provide the following:

A Many applications for ZESC- Zero Emissions Sanitary Combustion facility (see general information ppt.

attached) were submitted to the IRS in 2008 and 2009. The IRS is backlogged- and Obama has greatly

multipled the allocation (meaning, that now they can pretty much grant them all....) which of course means that they

are frozen but they report that they expect to get the awards out in June.

B. I put Troutdale (actually written for any MSW contributor in the Troutdale Area, but can be awarded to Troutdale,
or any political sub-division in it) in for an application for the CREBs in early 2009. Information on CRESs, see next
attached.

C. The TALF- Term Asset Backed Loan Facility (under the TARP) opens in a few days. Under this program, the
City could pledge the CREBs it expects to receive in conjunction with my investors (we have already received
assurances from the Federal Reserve of Dallas, that their collateral is actionable) for a loan. The money will come
from the Federal Reserve, against the collateral, at the Risk Free Rate. The loan is NON RECOURSE, and avoids
constructive sale (important to the investors who must receive their collateral back whole and unchanged in order to

20f30 5/6/201011:24 M

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 Grnail • Fwd: Proposal for Renewable Energy Facility https://mail.google.comitmill?ui=2&ik=954e193168&view=pt&q=Nels.

avoid a taxable event).

The tarp document is so large it won't attach, so please follow this link and see PDF page 85 for the TALF
program:

http://sigtarp.gov/reports/congress/2009/SIGTARP Initial Report to the Congress. pdf

D. Several institutions have expressed interest in the Take Out finance of the ZESC facilities, which will happen
when the facilities have been operational for no less than 6 months. Jefferies Investment Bankers (Jeff Lipton) has
verbally committed to Take Out at prevailing interest rates, see Jefferies brocure.

E. At Take Out, the TALF is unwound, the collateral (your CREBs, my investor's assets) are returned to
you, and the City may use the CREBs to transact for up to 40% of the cashflow. ·rhe investors and the IP
providers retain the 60%. This is BPO and APO. This will be written into the Utility Developmental
Agreement.

by the way, does the City of Troutdale own a Utility District? (this is considered a separate political sub-division).

F. I have indicated that this is a power generation facility, using MSW as fuel. The facility is best located near-as­
possible to interstate power lines and near the people who produce waste. The facility base-design consumes 500
tons of waste per day. The city and all the surrounding area will enjoy having another energy wholesaler from which
to buy their power (competition is good) and the city can enjoy a portion of the cashflow proceeds from its own
rate-payers (whereas today all energy revenues are removed from the community, sent to PGE, who distribute the
profits to their investors and return none to you). The facility is already applied as a FERC EWG or Exempt
Wholesale Generator, see attached.

G. I make this offer to the City in order to see a healthier, circular economy- where the money is moving up/down
/up/down - in order for all to prosper and in order to provide the City with an additional source of revenue as an
alternative to property and ad velorum options. The title to the cashflow can be sold away, although the terms of the
contract will be that the City must offer it back to us- the investors and IP contributors - at FMV (independent party
paid by both sides to perform valuation) prior to being offered to any other buyer of the cashflow title.

H. At no point will the City own the ZESC facility, the machinery or any intellectual property, which is held at all
times free of lien, claim or encumbrance. This transaction is for ownership of a portion of the cashflow only.

I. The ZESC facility will employ approximately 100 people. It will require approximarly 11 acres,
rectangular or even oblong in shape. It does not require water or natural gas, and we do not require the tipping fees
on the MSWwhich usually pass to the landfill (municipal or otherwise owned), as the revenues are all reckoned in
power generation. Although not all things are similar, you can see the spreadsheet for another location. Note that
the price is $53 per MW while the local wholesale rates here have been much higher - in the $70s, so the
spreadsheet deltas are too low.

J. The energy is Renewable Energy Credit compliant, see Cantor Letter, which is another source of revenue.

K. What I need:

Letter of Intent for the IRS - draft included

LPOA in order for me to operate on behalf of the city in making the arrangement- draft included

Any time you could arrange this meeting is likely to work for me. If you'd like to have your legal counsel there, I can
also walk through exactly the wording on the LPOA so that he/she is comfortable. As the LPOA does not include
any ability to bind the City, sign contracts for the city, or access the credit or the cash of the city, most legal counsel
are able to immediately recognize that it does not require any board decision - the LPOA is immediately actionable.

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Gmail - Fwd: Proposal for Renewable Energy Facility https://mail.google.comlmail!?ui=2&ik=954e193168&view=pt&q=Nels.

Again, I hope this proposal is smiled upon by Troutdale, but I can take a no and go to any other MSW contributor
and even put the facility up elsewhere if not.

Best regards,

Marni Zollinger

"Starting today, we must pick ourselves up, dust ourselves off, and begin again the work of remaking America."

- President Barack Obama

"Starting today, we must pick ourselves up, dust ourselves off, and begin again the work of remaking America."

- President Barack Obama

11 attachments

~ ZESC_INTRO_CLASS-A-Confi200v4_Canada.pdf

IC:I 1958K

~ IRS_CREBsREPCREPltaxsummary.pdf

IC:I 107K

~ Jefferies_RenewableFinanceWorld.pdf

IC:I 1684K

~ WholesalePriceAgreement_FERC_OrML1.zip

~ 206K

~ ZESC Projections at $53 per MW.pdf

IC:I 55K

~ Cantor_RECs_IFFG.pdf

19K

iUli"l OR_MayorKlghURS_CREBsRequestLetter.doc

'e.J 20K

,UIi"l OR_LPOA_drafldoc

'e.J 34K

.UIi"l OR_UtilityDevelopmetnAgreemenCDRAFT.doc

'e.J 140K

I<ii'I IRS_CREBs_ZESC_OrML1_Troutdale.zip

~ 568K

~ IRS_CREBs2009_announcementfromPolfer.pdf

ICl 76K

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