9/24/09

PAYMENTS FOR SPECIFIED ENERGY PROPERTY IN LIEU OF TAX CREDITS

INDEPENDENT ACCOUNTANT REQUIREMENTS

Applicants requesting payments of $ 1 Million or more for a specified property shall submit an

independentaccountants’examinationopinionattesting to the accuracy of costs claimed as part of

the basis of the property. The examination is to be conducted in accordance with AT Section 101,

Attest Engagements (Statements on Standards for Attestation Engagements 10, as amended)

established by the American Institute of Certified Public Accountants (AICPA). Attachment A is

the required examination report and an illustrative report of management asserting their

compliance.

Applicants requesting payments of less than $ 1 Million and whose eligible cost basis is more than

$ 500,000 for a specified property may submit, in lieu of an examination report, with their

application, a report of Agreed Upon Procedures (AUP) prepared by an independent accountant in

accordance with AT Section 201, Agreed Upon Procedure Engagements (Statements on Standards

forAttestationEngagements10,asamended)oftheAICPA.TheDepartmentoftheTreasury’s

objective in having the AUP performed is to obtain independent procedures and findings as to

whether the project costs and the eligibility of the costs are in accordance with the general rules for

determining the basis of property for federal income taxes as further described in Section V of the

“ProgramGuidanceforthePaymentsforSpecifiedEnergyPropertyinLieuofTaxCredits under the

AmericanRecoveryandReinvestmentActof2009”.Attachment B has the procedures to be

performed by the independent accountant and an illustrative AUP report.
ATTACHMENT A

[Applicants requesting payments of $ 1 Million or more]

[CPA LETTERHEAD]

INDEPENDENTACCOUNTANTS’REPORT

Blank Company [City, State]

Wehaveexaminedmanagement’sassertion,includedintheaccompanyingReportofManagement

on Eligible Cost Basis, that the eligible cost basis for the qualified property relating to [identify asset]

of Blank Company in the amount of $XX,XXX,XXX has been determined in accordance with the

general rules for determining the basis of property for federal income tax purposes, as further

described in Section V of the Program Guidance for the Payments for Specified Energy Property in

Lieu of Tax Credits under the American Recovery and Reinvestment Act of 2009. BlankCompany’s

management is responsible for the assertion. Our responsibility is to express an opinion based on

our examination.

Our examination was conducted in accordance with attestation standards established by the

American Institute of Certified Public Accountants and, accordingly, included examining, on a test

basis,evidencesupportingmanagement’sassertion and performing such other procedures as we

considered necessary in the circumstances. We believe that our examination provides a reasonable

basis for our opinion.

[Additional paragraph(s) may be added to emphasize certain matters relating to the attest

engagement, the assertion or the subject matter.]

Inouropinion,management’sassertionreferredtoaboveisfairlystated,inallmaterialrespects

based on the general rules for determining the basis of property for federal income tax purposes, as

further described in Section V of the Program Guidance for the Payments for Specified Energy

Property in Lieu of Tax Credits under the American Recovery and Reinvestment Act of 2009.

[This report is intended solely for the information and use of the management [and the audit

committee] of the Company and the Department of Treasury and is not intended to be and should

not be used by anyone other than these specified parties.]

[Signature of CPA firm]

[License number and State if report is signed by an individual CPA rather than a firm]

[Date]
REPORT OF MANAGEMENT ON ELIGIBLE COST BASIS

[Month] XX, 20XX

Department of the Treasury

Management of [XYZ Company] (the“Company”)isresponsibleforestablishingandmaintaining

adequate internal controls toprovidereasonableassurancetotheCompany’smanagementand

[insert parties charged with governance, such as the Board of Directors or the Managing Member]

that the accounting records supporting the eligible cost basis for qualified property are valid,

complete and accurate, and that the costs included in the eligible cost basis of such assets have

been determined in accordance with the criteria set forth below.

The cost basis of property eligible for the Payments for Specified Energy Property in Lieu of Tax

Credits pursuant to Section 1603 of the American Recovery and Reinvestment Act of 2009 (the

"ARRA") relating to the construction of the [specify asset type; e.g., wind energy facility] (the

“qualifiedproperty”)oftheCompanyat[project name] in the amount of $XX,XXX,XXX has been

determined in accordance with the general rules for determining the basis of property for federal

income tax purposes as further described in Section V of the Program Guidance for Specified Energy

Property in Lieu of Tax Credits under the ARRA [and in the paragraph[s] below].

[Additional description of the property or cost basis, including any significant interpretations,

necessary for understanding the qualified property]

[Name and title of chief executive officer]

[Name and title of chief financial officer]

[Name and title of chief compliance officer]
ATTACHMENT B

[Alternative Agreed Upon Procedures report for entities requesting payments of less than

$ 1 Million and whose eligible cost basis is more than $ 500,000]

[CPA LETTERHEAD]

IndependentAccountants’ReportonApplyingthe

Agreed-Upon Procedures

For

Payments for Specified Energy Property in Lieu of Tax Credits

Under the

American Recovery and Reinvestment Act of 2009

(Applicant Name) and United States Department of the Treasury

We have performed the procedures enumerated in the appendix attached, which were agreed

upon by (insert applicant name) and the United States Department of the Treasury to assist you

in evaluating the specified property costs and the eligible cost basis for the payment requested

under Section 1603, Division B, of the American Recovery and Reinvestment Act of 2009.

The management of (the applicant/company name) is responsible for the accuracy of the reported

costs and determining the eligible basis for the property. This agreed-upon procedures

engagement was conducted in accordance with AT Section 201, Agreed Upon Procedure

Engagements (Statements on Standards for Attestation Engagements 10, as amended) of the

American Institute of Certified Public Accountants. The sufficiency of these procedures is solely

the responsibility of those parties specified in this report. Consequently, we make no

representation regarding the sufficiency of the procedures described below either for the purpose

for which this report has been requested or for any other purpose.

Our procedures, and the results of those procedures, are set forth in the attached appendix to this

report.

We were not engaged to, and did not conduct an examination of the specified property costs and

the eligible cost basis, the objective of which would be the expression of an opinion.

Accordingly, we do not express such an opinion. Had we performed additional procedures,

other matters may have come to our attention that would have been reported to you.
This report is intended solely for the information and use of (Applicant name) and the United

States Department of the Treasury, and is not intended to be and should not be used by anyone

other than these specified parties.

(Signature) CPA

License number and State

Date

Payments for Specified Energy Property in Lieu of Tax Credits

Under the

AMERICAN RECOVERY AND REINVESTMENT ACT OF 2009

Independent Accountant Report on

Agreed Upon Procedures

Principal Information Requests: While not intended to be a complete listing of all

information that may be requested by the independent accountant, the applicant

should provide the independent accountant with the following information:

1. A copy of all documentation to be submitted in support of the application.

2. A listing of all invoices and associated purchase orders, contracts and payment advices

as considered relevant to the cost basis [if not provided in (1) above]. The listing should

also indicate the nature of costs associated with each invoice, for example, purchase of

solar panels, payment for construction labor, etc. and dates incurred.

3. A detailed calculation of cost basis linked to actual accounting records [if not provided in

(1) above].

Agreed Upon Procedures(“AUP”)tobeperformedbytheIndependentAccountant

Section 1: Testing Cost Eligibility

1. From the information obtained (request 1), determine the location and definition of the

specified property.
2. From the information obtained, review the classification of costs to determine whether

the costs are related to the specified property.

3. Reviewmanagement’sdetailedcalculationof costs (information request 3) to determine

that such costs are in accordance with the requirements of Section 1603, specifically

consider the following areas as explained in the program guidance:

(a) Used Parts.

(b) Costs are for tangible property (not including a building) which is an integral part of

the facility.

(c) Only specified energy property is taken into account.

(d) Qualified property that generates electricity excluding any electrical transmission

equipment

(e) Specific property requirements.

(f) Lessee and Lessee in a Sale-Leaseback.

4. Review the detailed calculation of costs (information request 3) to determine that such

costs are in accordance with IRC Section 1012. Determine if there are any adjustments

to basis which may need to be disallowed such as depreciation. Also determine if all

depreciable basis costs such as installation costs and freight costs were included in the

cost basis.

5. Inquire of management if there are any federal grants, state grants or rebates that

reduce cost basis. They reduce the cost basis only if they are not taxable income to the

applicant. Obtain a management representation.

Section 2: Testing Costs

6. Accuracy Testing –From the detailed listing of costs (information request 2), select a

sample of costs representing at least 30% of the total costs listed and at least 15% of the

total number of invoices. From the samples selected, agree the descriptions and costs

to actual invoices, POs, contracts and payment advices to determine the accuracy of the

listing and whether such costs were actually incurred for the specified property.

7. Completeness Testing - Perform a two-way check as follows:

(a) From the sample tested above, trace all permitted items to the detailed calculation of

cost basis (information request 3).

(b) Identify any individual material costs in the detailed calculation of cost basis that were

not sampled and trace such costs to the detailed listing. Determine whether such costs

actually exist and are permissible.

8. Inquire of management to determine that accrual basis of accounting was considered to

identify all costs associated with the cost basis.
9. Reasonableness Testing –Taking into consideration all of the information obtained and

procedures performed, consider whether the detailed calculation of cost basis appears

to be reasonable.

Section 3: Conclusion

10. If the accountant became aware of any potential discrepancies, request management to

investigateand,ifappropriate,correctsuchdiscrepanciestotheaccountant’s

satisfaction.

11. Obtain a representation letter from management regarding the information obtained and

oral representations made throughout the engagement

PrepareanAgreedUponProceduresReportandattachtheaccountant’sproceduresand

findings.