p Avangrid renewables RECEIVED MAY 2 3 2019
PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU
Pennsylvania EGS License Application Avangrid Renewables May 30,2019 Version Revised 03/08/18
,r -t r BEFORE THE PENNSYLVANIA PUBLIC UTILITY COMMISSION
Application of Avanarid Renewables. LLC , d/b/a Avanorid Renewables , for approval to offer, render, furnish, or supply electricity or electric generation services as a(n) supplier of electricity to the public in the Commonwealth of Pennsylvania (Pennsylvania).
To the Pennsylvania Public Utility Commission:
1. IDENTIFICATION AND CONTACT INFORMATION
a. IDENTITY OF THE APPLICANT: Provide name (including any fictitious name or d/b/a), primary address, web address, and telephone number of Applicant:
Avangrid Renewables, LLC; fictitious name is Iberdrola Renewables, LLC 1125 NW Couch St., Ste. 700 Portland, OR 97209 503-796-7000 www.avangridrenewables.com
b. PENNSYLVANIA ADDRESS / REGISTERED AGENT: If the Applicant maintains a primary address outside of Pennsylvania, provide the name, address, telephone number, and fax number of the Applicant's secondary office within Pennsylvania. If the Applicant does not maintain a physical location within Pennsylvania, provide the name, address, telephone number, and fax number of the Applicant’s Registered Agent within Pennsylvania.
Corporation Service Company 2595 Interstate Drive Suite 103 RECEIVED Harrisburg, PA 17110 Phone: 866 403 5272 MAY 2 3 2019 Fax: 302 636 5454 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU
c. REGULATORY CONTACT: Provide the name, title, address, telephone number, fax number, and e-mail address of the person to whom questions about this Application should be addressed.
Chris Stokley Kevin Kilgallen Originator Director, Market Structure & Policy 1125 NW Couch St, Suite 700 411 Oakland Drive Portland, Oregon 97209 Portland, Oregon 97209 Phone: 503-796-6954 Phone: 610-425-0824 Email: [email protected] Email: [email protected]
d. ATTORNEY: Provide the name, address, telephone number, fax number, and e-mail address of the Applicant’s attorney. If the Applicant is not using an attorney, explicitly state so.
Toan Nguyen 1125 NW Couch, Suite 700 Portland, OR 97209 Phone: 503.241.3204 Email: [email protected] e. CONTACTS FOR CONSUMER SERVICE AND COMPLAINTS: (Required of ALL Applicants) Provide the name, title, address, telephone number, FA)b' number, and e-mail OF THE PERSON AND AN ALTERNATE PERSON (2 REQUIRED) responsible for addressing customer complaints. These persons will ordinarily‘be the initial point(s) of contact for resolving complaints filed with the Applicant, the Electric Distribution Company, the Pennsylvania Public Utility Commission, or other agencies. The main contact’s information will be listed on the Commission website list of licensed EGSs.
Chris Stokley Kevin Kilgallen Originator Director, Market Structure & Policy 1125 NW Couch St., Suite 700 411 Oakland Drive Portland, Oregon 97209 Portland, Oregon 97209 Phone: 503-796-6954 Phone: 610-425-0824 Email: [email protected] Email: [email protected]
2. BUSINESS ENTITY FILINGS AND REGISTRATION
a. FICTITIOUS NAME: (Select appropriate statement and provide supporting documentation as listed.)
The Applicant will be using a fictitious name or doing business as (“d/b/a”)
Provide a copy of the Applicant's filing with Pennsylvania's Department of State pursuant to 54 Pa. C.S. §311, Form PA-953.
or 0 The Applicant will not be using a fictitious name. As noted in the response the 1(a) above, the Applicant has a fictitious name in Pennsylvania but will not be using that for purposes of its electric generation supplier business.
b. BUSINESS ENTITY AND DEPARTMENT OF STATE FILINGS: (Select appropriate statement and provide supporting documentation. As well, understand that Domestic means being formed within Pennsylvania and foreign means being formed outside Pennsylvania.)
□ The Applicant is a sole proprietor.
If the Applicant is located outside the Commonwealth, provide proof of compliance with 15 Pa. C.S. §4124 relating to Department of State filing requirements.
or □ The Applicant is a:
□ domestic general partnership (*) G domestic limited partnership (15 Pa. C.S. §8511) □ foreign general or limited partnership (15 Pa. C.S. §4124) Q domestic limited liability partnership (15 Pa. C.S. §8201) □ foreign limited liability general partnership (15 Pa. C.S. §8211) □ foreign limited liability limited partnership (15 Pa. C.S. §8211) Provide proof of compliance with appropriate Department of State filing requirements as indicated above.
Give name, d/b/a, and address of partners. If any partner is not an individual, identify the business nature of the partner entity and identify its partners or officers.
Provide the state in which the business is organized/formed and provide a copy of the Applicant’s charter documentation.
* If a corporate partner in the Applicant’s domestic partnership is not domiciled in Pennsylvania, attach a copy of the Applicant’s Department of State filing pursuant to 15 Pa. C.S. §4124.
or
0 The Applicant is a:
Q domestic corporation (15 Pa. C.S. §1308) Q foreign corporation (15 Pa. C.S. §4124) Q domestic limited liability company (15 Pa. C.S. §8913) 3 foreign limited liability company (15 Pa. C.S. §8981) [D Other (Describe):
- Provide proof of compliance with appropriate Department of State filing requirements as indicated above.
o Please see Exhibit 2(b)(i)
- Provide the state in which the business is incorporated/organized/formed and provide a copy of the Applicant's charter documentation.
o Please see Exhibit 2(b)(ii)
- Give name and address of officers.
o Please see Exhibit 2(b)(iii)
3 3. AFFILIATES AND PREDECESSORS
(both in state and out of state) a. AFFILIATES: Give name and address of any affiliate(s) currently doing business and state whether the affiliate(s) are jurisdictional public utilities. If the Applicant does not have any affiliates doing business, explicitly state so. Also, state whether the applicant has any affiliates that are currently applying to do business in Pennsylvania.
o Please see Exhibit 3 for a list of all affiliates. • PA companies: o Atlantic Wind LLC o Atlantic Renewable Energy Corporation o Casselman Wind Power LLC o South Chestnut LLC o Locust Ridge Wind Farm, LLC o Locust Ridge II, LLC o Providence Heights Wind, LLC • All of the PA Companies listed above have the address of: 1125 NW Couch St, Ste. 700 Portland, OR 97209 • None of the listed affiliates are Pennsylvania-jurisdictional public utilities. • There are no affiliates currently applying to do business in Pennsylvania.
b. PREDECESSORS: Identify the predecessor(s) of the Applicant and provide the name(s) under which the Applicant has operated within the preceding five (5) years, including address, web address, and telephone number, if applicable. If the Applicant does not have any predecessors that have done business, explicitly state so.
Prior to February 16, 2016, Avangrid Renewables, LLC was named Iberdrola Renewables, LLC. The address and telephone number remained the same during the change. The prior web address was www.iberdrolaren.com.
4 4. OPERATIONS \: a. APPLICANT’S PRESENT OPERATIONS: (select and complete the appropriate statement)
Definitions
Supplier - an entity that sells electricity to end-use customers utilizing the jurisdictional transmission and distribution facilities of an EDC. Aggregator - an entity that purchases electric energy and takes title to electric energy as an intermediary for sale to retail customers. Broker/Marketer - an entity that acts as an intermediary in the sale and purchase of electric energy but does not take title to electric energy.
0 The Applicant is presently doing business in Pennsylvania as a
□ municipal electric corporation □ electric cooperative Q local gas distribution company
0 provider of electric generation, transmission or distribution services Q broker/marketer engaged in the business of supplying electricity services Q Other; Identify the nature of service being rendered.
or
□ The Applicant is not presently doing business in Pennsylvania.
b. APPLICANT’S PROPOSED OPERATIONS: The Applicant proposes to operate as a (may check multiple):
Q Generator of electricity
0 Supplier of electricity Q Aggregator engaged in the business of supplying electricity □ Broker/Marketer engaged in the business of supplying electricity services □ Check here to verify that your organization will not be taking title to the electricity nor will you be making payments for customers. □ Electric Cooperative and supplier of electric power □ Other (Describe):
c. PROPOSED SERVICES: Describe in detail the electric services or the electric generation services which the Applicant proposes to offer.
Renewable electric retail supply to commercial and industrial customers.
5 d. PROPOSED SERVICE AREA: Check the box of each Electric Distribution Company for which the Applicant proposes to provide service.
Q Citizens’ Electric Ct Pike Q Duquesne Light □ PPL □ Met-Ed □ UGI Utilities □ PECO Q Wellsboro Q Penelec Q West Penn Q Penn Power 3 Entire Com
e. CUSTOMERS: Applicant proposes to provide services to:
□ Residential Customers □ Small Commercial Customers - (25 kW and Under) 0 Residential and Small Commercial as Mixed Meter ONLY (CANNOT BE TAKEN WITH RESIDENTIAL AND/OR SMALL COMMERCIAL ABOVE) 0 Large Commercial Customers - (Over 25 kW) 0 Industrial Customers 0 Governmental Customers □ All of above (Except Mixed Meter) □ Other (Describe):
f. START DATE: Provide the approximate date the Applicant proposes to actively market within the Commonwealth.
July 1,2019
6 5. COMPLIANCE a. CRIMINAL/CIVIL PROCEEDINGS: State specifically whether the Applicant, an affiliate, a predecessor of either, or a person identified in this Application, has been or is currently the defendant of a criminal or civil proceeding within the Jast five (5) years.
Identify all such proceedings (active or closed), by name, subject and citation; whether before an administrative body or in a judicial forum. If the Applicant has no proceedings to list, explicitly state such.
Avangrid Renewables has no proceedings to list.
b. SUMMARY: If applicable; provide a statement as to the resolution or present status of any such proceedings listed above.
Not applicable.
c. CUSTOMER/REGULATORY/PROSECUTORY ACTIONS: Identify all formal or escalated actions or complaints, in the Commonwealth of Pennsylvania or any state, filed with or by a customer, regulatory agency, or prosecutory agency against the Applicant, an affiliate, a predecessor of either, or a person identified in this Application, for the prior five (5) years, including but not limited to customers, Utility Commissions, and Consumer Protection Agencies such as the Offices of Attorney General. Applicant should also include if it had a Pennsylvania PUC EGS or NGS license previously cancelled bv the Commission. If the Applicant has no actions or complaints to list, explicitly state such.
Avangrid Renewables has no actions or complaints to list.
d. SUMMARY: If applicable; provide a statement as to the resolution or present status of any actions listed above.
Not applicable.
7 7. FINANCIAL FITNESS
a. BONDING: IrTaccordance with 66 Pa. C.S. Section 2809(c)(1)(i), the Applicant is required to file a bond or other instrument to ensure its financial responsibilities and obligations as an EGS. Therefore, the Applicant is...
0 Furnishing the ORIGINAL of an initial bond, letter of credit or proof of bonding to the Commission in the
amount of $250,000.
□ Furnishing the ORIGINAL of another initial security for Commission approval, to ensure financial responsibility, such as a parental guarantee, in the amount of $250,000.
□ For Marketers and Brokers - Filing for a modification to the $250,000 requirement and furnishing the ORIGINAL of an initial bond, letter of credit or proof of bonding to the Commission in the amount of $10,000. Applicant is required to provide information supporting an amount less than $250,000. Such supporting information must include indication that the Applicant will not take title to electricity and will not pay electricity bills on behalf of its customers. Further details for modification may be described as well.
CRITICAL BONDING NOTES:
Applicant is required to maintain a bond or other financial instrument the entire time it maintains an EGS license with the Commonwealth of Pennsylvania. If Applicant's security instrument is not continuous, Applicant MUST submit a Rider, Amendment, or Continuation Certificate annually based on the expiration date of its security instrument.
At least sixty days (60) prior to the security instrument’s expiration date, Applicant should contact Stephen Jakab at [email protected] to determine the appropriate bonding amount based on a percentage of Applicant's gross receipts resulting from the sale of generated electricity consumed in Pennsylvania. Once the amount has been determined, Applicant should overnight the updated security instrument(s) at least thirty (30) days prior to the expiration date to ensure adequate time for staff review and approval of the security instrument(s).
Template versions of a continuous bond, fixed-term bond, continuous letter of credit, and parental guarantee are attached at Appendix E, F, G, & H, respectively. Applicant’s security must follow language from these examples, and must include the unmodified language outlined in Appendix D. Any deviation from these examples must be identified in the application and may not be acceptable to the Commission.
Please see Exhibit 7(a) for the executed Continuous Bond.
8 b. FINANCIAL RECORDS, STATEMENTS, AND RATINGS: Applicant must provide sufficient information to demonstrate financial; fitness commensurate with the service proposed to be provided. Examples of such information which may be submitted include the following:
Actual (or proposed) organizational structure including parent, affiliated or subsidiary companies, o Please see Exhibit 7(b)(1)
Published Applicant or parent company financial and credit information (i.e. 10Q or 10K). (SEC/EDGAR web addresses are sufficient) o Please see Exhibit 7(b)(ii)
Applicant's accounting statements, including balance sheet and income statements for the past two years.
Evidence of Applicant's credit rating. Applicant may provide a copy of its Dun and Bradstreet Credit Report and Robert Morris and Associates financial form, evidence of Moody's, S&P, or Fitch ratings, and/or other independent financial service reports, o Please see Exhibit 7(b)(iii)
A description of the types and amounts of insurance carried by Applicant which are specifically intended to provide for or support its financial fitness to perform its obligations as a licensee.
Audited financial statements exhibiting accounts over a minimum two year period.
Bank account statement, tax returns from the previous two years, or any other information that demonstrates Applicant's financial fitness. c. SUPPLIER FUNDING METHOD: If Applicant is operating as anything other than Broker/Marketer only, explain how Applicant will fund its operations. Provide all credit agreements, lines of credit, etc., and elaborate on how much is available on each item. d. Please see PDF page 147 of 298 of Exhibit 7(b)(ii) e. BROKER PAYMENT STRUCTURE: If applicant is a broker/marketer, explain how your organization will be collecting your fees.
Not applicable since applicant is not a broker/marketer.
f. ACCOUNTING RECORDS CUSTODIAN: Provide the name, title, address, telephone number, FAX number, and e-mail address of Applicant’s custodian for its accounting records.
Steven Krump Vice President, Controller 1125 NW Couch St. Ste 600 Portland, OR 97209 Phone: 503-796-7142 Email: [email protected] g. TAXATION: Complete the TAX CERTIFICATION STATEMENT attached as Appendix I to this application.
Please see Exhibit 7(g).
9 8. TECHNICAL FITNESS
To ensure that the present quality and availability of service provided by electric utilities does not deteriorate, the Applicant shall provide sufficient information to demonstrate technical fitness commensurate with the service proposed to be provided. a. EXPERIENCE, PLAN, STRUCTURE: such information may include:
Applicant’s previous experience in the electricity industry.
Summary and proof of licenses as a supplier of electric services in other states or jurisdictions.
Type of customers and number of customers Applicant currently serves in other jurisdictions.
Staffing structure and numbers as well as employee training commitments.
Business plans for operations within the Commonwealth.
o Please see Exhibit 8(a) for details regarding the technical fitness of retail electric supply of the Applicant.
Documentation of membership in PJM, ECAR, MAAC, other regional reliability councils, or any other membership or certification that is deemed appropriate to justify competency to operate as an EGS within the Commonwealth.
o Please see Exhibit 10(a) for the executed signatory page of the PJM Reliability Assurance Agreement (“RAA") and PJM OATT Attachment F-1, both of which are required to be considered a PJM LSE
Any other information appropriate to ensure the technical capabilities of the Applicant.
b. PROPOSED MARKETING METHOD (check all that apply)
Z Internal - Applicant will use its own internal resources/employees for marketing
Q External EGS - Applicant will contract with a PUC LICENSED EGS broker/marketer Q Affiliate - Applicant will use a NON-EGS affiliate marketing company and or individuals. □ External Third-Party - Applicant will contract with a NON-EGS third party marketing company and or individuals Q Other (Describe):
c. DOOR TO DOOR SALES: Will the Applicant be implementing door to door sales activities?
Q Yes 0 No
If yes, will the Applicant be using verification procedures?
O Yes Q No
If yes, describe the Applicant’s verification procedures.
I0 d. OVERSIGHT OF MARKETING:!! Explain all methods Applicant will use to ensure all marketing is performed in an ethical manner, for both employees and subcontractors. .
Please see Exhibit 8(a) e. OFFICERS: Identify Applicant's chief officers, and include the professional resumes for any officers directly responsible for operations. All resumes should include date ranges and job descriptions containing actual work experience.
Please see Exhibit 8(e)
f. FERC FILING: Applicant has:
Q Filed an Application with the Federal Energy Regulatory Commission to be a Power Marketer.
0 Received approval from FERC to be a Power Marketer at Docket or Case Number ER18-0t017-0QQ.
□ Not applicable
9. DISCLOSURE STATEMENTS:
Disclosure Statements: If proposing to serve Residential and/or Small Commercial (under 25 kW) Customers, provide a Residential and/or Small Commercial disclosure statement. A sample disclosure statement is provided as Appendix J to this Application.
Electricity should be priced in clearly stated terms to the extent possible. Common definitions should be used. All consumer contracts or sales agreements should be written in plain language with any exclusions, exceptions, add-ons, package offers, limited time offers or other deadlines prominently communicated. Penalties and procedures for ending contracts should be clearly communicated.
Not applicable for an applicant applying for a license exclusively as a broker/marketer
Not applicable since applicant will not be marketing to Residential and/or Small Commercial Customers. 10. VERIFICATIONS, ACKNOWLEDGEMENTS. AND AGREEMENTS
a. PJM LOAD SERVING ENTITY REQUIREMENT: As a prospective EGS, the applicant understands that those EGSs which provide retail electric supply service (i.e. takes title to electricity) must provide either;
proof of registration as a PJM Load Serving Entity (LSE), or o Please see Exhibit 10(a) for the executed signatory page of the PJM Reliability Assurance Agreement (“RAA") and PJM OATT Attachment F-1, both of which are required to be considered a PJM LSE
proof of a contractual arrangement with a registered PJM LSE that facilitates the retail electricity services of the EGS.
The Applicant understands that compliance with this requirement must be filed within 120 days of the Applicant receiving a license. As well, the Applicant understands that compliance with this requirement may be filed with this instant application.
(Select only one of the following)
0 AGREED - Applicant has included compliance with this requirement in the instant application, labeled in correspondence with this section (10).
□ AGREED - Applicant will provide compliance with this requirement within 120 days of receiving its license
□ ACKNOWLEDGED - Applicant is not proposing to provide retail electric supply service at this time, and therefore is not presently obligated to provide such information
b. STANDARDS OF CONDUCT AND DISCLOSURE: As a condition of receiving a license, Applicant agrees to conform to any Uniform Standards of Conduct and Disclosure as set forth by the Commission. Further, the Applicant agrees that it must comply with and ensure that its employees, agents, representatives, and independent contractors comply with the standards of conduct and disclosure set out in Commission regulations at 52 Pa. Code § 54.43, as well as any future amendments.
2 AGREED
c. REPORTING REQUIREMENTS: Applicant agrees to provide the following information to the Commission or the Department of Revenue, as appropriate:
Retail Electricity Choice Activity Reports: The regulations at 52 Pa. Code §§ 54.201--54.204 require that all active EGSs report sales activity information. An EGS will file an annual report reporting for customer groups defined by annual usage. Reports must be filed using the appropriate report form that may be obtained from the PUC's Secretary's Bureau or the forms officer, or may be down-loaded from the PUC's internet web site.
Reports of Gross Receipts: Applicant shall report its Pennsylvania intrastate gross receipts to the Commission on a quarterly and year to date basis no later than 30 days following the end of the quarter.
The Treasurer or other appropriate officer of Applicant shall transmit to the Department of Revenue by March 15, an annual report, and under oath or affirmation, of the amount of gross receipts received by Applicant during the prior calendar year.
12 Net Metering Reports: Applicant shall be responsible to report any Net Metering per the Standards on http://www.puc.pa.qov/consunQer info/electricitv/alternative energy.aspx. Scroll down to the Net Metering Standards Section. - *
Applicant shall report to the Commission the percentages of total electricity supplied by each fuel source on an annual basis per 52 Pa. Code § 54.39(d).
Applicant will be required to meet periodic reporting requirements as may be issued by the Commission to fulfill the Commission's duty under Chapter 28 pertaining to reliability and to inform the Governor and Legislature of the progress of the transition to a fully competitive electric market.
0 AGREED
d. TRANSFER OF LICENSE: The Applicant understands that if it plans to transfer its license to another entity, it is required to request authority from the Commission for permission prior to transferring the license. See 66 Pa. C.S. Section 2809(D). Transferee will be required to file the appropriate licensing application.
0 AGREED
e. ANNUAL FEES: The Public Utility Code authorizes the PUC to collect an annual fee of $350 from suppliers, brokers, marketers, and aggregators selling electricity in the Commonwealth of PA, and an annual supplemental fee based on annual gross intrastate revenues, applicable to suppliers only.
0 AGREED f. FURTHER DEVELOPMENTS: Applicant is under a continuing obligation to amend its application if substantial changes occur to the information upon which the Commission relied in approving the original filing. See 52 Pa. Code § 54.34.
0 AGREED g. FALSIFICATION: The Applicant understands that the making of false statement(s) herein may be grounds for denying the Application or, if later discovered, for revoking any authority granted pursuant to the Application. This Application is subject to 18 Pa. C.S. §§4903 and 4904, relating to perjury and falsification in official matters.
0 AGREED h. NOTIFICATION OF CHANGE: If your answer to any of these items changes during the pendency of your application or if the information relative to any item herein changes while you are operating within the Commonwealth of Pennsylvania, you are under a duty to so inform the Commission, within twenty (20) days, as to the specifics of any changes which have a significant impact on the conduct of business in Pennsylvania. See 52 Pa. Code § 54.34.
0 AGREED i. CEASING OF OPERATIONS: Applicant is also required to officially notify the Commission if it plans to cease it doing business in Pennsylvania, 90 days prior to ceasing operations.
0 AGREED
j. Electronic Data Interchange: The Applicant acknowledges the'Electronic Data Interchange (EDI) requirements and the relevant contacts for each EDC, as listed at Appendix M.
0 AGREED
k. FILING FEE: The Applicant has enclosed or paid the required, non-refundable filing fee by CERTIFIED CHECK OR MONEY ORDER in the amount of $350.00 payable to the Commonwealth of Pennsylvania. The Commission does not accept corporate or personal checks for filing fees.
0 PAYMENT ENCLOSED
11. AFFIDAVITS
Must be notarized before filing.
a. APPLICATION AFFIDAVIT: Complete and submit with your filing an officially notarized Application Affidavit stating that all the information submitted in this application is truthful and correct. An example copy of this Affidavit can be found at Appendix A.
Please see Exhibit 11{a).
b. OPERATIONS AFFIDAVIT: Provide an officially notarized affidavit stating that you will adhere to the reliability protocols of the North American Electric Reliability Council, the appropriate regional reliability council(s), and the Commission, and that you agree to comply with the operational requirements of the control area(s) within which you provide retail service. An example copy of this Affidavit can be found at Appendix B.
Please see Exhibit 11(b).
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CD 3 (/> each sections of the following are CERTIFICATE OF SERVICE On this the 30 day of May 2019,1 certify that a true and correct copy of the foregoing application form for licensing within the Commonwealth of Pennsylvania as an Electric Generation Supplier and all NON-CONFIDENTIAL attachments have been served, as either a hardcopy or a searchable PDF version on a cd-rom, upon the following: Bureau of Investigation & Enforcement Office of the Attorney General Pennsylvania Public Utility Commission Bureau of Consumer Protection Commonwealth Keystone Building Strawberry Square, 14th Floor 400 North Street, 2 West Harrisburg, PA 17120 Harrisburg, PA 17120 Office of Consumer Advocate Commonwealth of Pennsylvania 5th Floor, Forum Place Department of Revenue 555 Walnut Street Bureau of Compliance Harrisburg, PA 17120 Harrisburg, PA 17128-0946 Small Business Advocate Vice President - Energy Supply Commerce Building, Suite 202 Corning Natural Gas Holding Corporation 300 North Second Street 330 West William Street Harrisburg, PA 17101 Corning, NY 14830 Legal Department Manager Energy Acquisition West Penn Power d/b/a Allegheny Power PECO Energy Company 800 Cabin Hill Drive 2301 Market Street Greensburg, PA 15601-1689 Philadelphia, PA 19101-8699 Regulatory Affairs Office of General Counsel Duquesne Light Company Attn: Kimberly A. Klock 411 Seventh Street, MD 16-4 PPL Pittsburgh, PA 15219 Two North Ninth Street (GENTW3) Allentown, PA 18101-1179 Legal Department UGI Utilities, Inc. First Energy Attn: Rates Dept. - Choice Coordinator 2800 Pottsville Pike 2525 N. 12th Street, Suite 360 Reading PA, 19612 Post Office Box 12677 Reading, Pa 19612-2677 Citizens' Electric Company Wellsboro Electric Company Attn: EGS Coordination Attn: EGS Coordination 1775 Industrial Boulevard 33 Austin Street Lewisburg, PA 17837 P. O. Box138 Wellsboro, PA 16901 f^rUA— - Barrett Stambler received Authorized Representative Avangrid Renewables, LLC may 2 3 2019 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU RECEIVED APPLICATION AFFIDAVIT MAY 2 a Z019 PA PUBLIC UTILITY COMMISSION [Commonwealth/State] of Pennsylvania SECRETARY'S BUREAU ss. County of Multnomah______ Barrett Stambler______, Affiant, being duly [sworn/affirmed] according to law, deposes and says that: [He/she is the Authorized Representative (Office of Affiant) of Avangrid Renewables. LLC (Name of Applicant);] [That he/she is authorized to and does make this affidavit for said Applicant;] That the Applicant herein Avangrid Renewables. LLC has the burden of producing information and supporting documentation demonstrating its technical and financial fitness to be licensed as an electric generation supplier pursuant to 66 Pa. C.S. § 2809 (B). That the Applicant herein Avangrid Renewables. LLC has answered the questions on the application correctly, truthfully, and completely and provided supporting documentation as required. That the Applicant herein Avangrid Renewables. LLC acknowledges that it is under a duty to update information provided in answer to questions on this application and contained in supporting documents. That the Applicant herein Avangrid Renewables. LLC acknowledges that it is under a duty to supplement information provided in answer to questions on this application and contained in supporting documents as requested by the Commission. That the facts above set forth are true and correct to the best of his/her knowledge, information, and belief, and that he/she expects said Applicant to be able to prove the same at hearing. — Signature of Affiant Sworn and subscribed before me this 30_____ day of______Mav______, 20 19 RECEIVED OPERATIONS AFFIDAVIT MAY 2 3 2013 [Commonwealth/Statel of Pennsylvania______: PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU ss. Countv of Multnomah______ Barrett Stambler______, Affiant, being duly [sworn/affirmed] according to law, deposes and says that: [He/she is the Authorized Representative (Office of Affiant) of Avangrid Renewables, LLC (Name of Applicant) [That he/she is authorized to and does make this affidavit for said Applicant;] That Avangrid Renewables. LLC. the Applicant herein, acknowledges that [Applicant] may have obligations pursuant to this Application consistent with the Public Utility Code of the Commonwealth of Pennsylvania, Title 66 of the Pennsylvania Consolidated Statutes; or with other applicable statutes or regulations including Emergency Orders which may be issued verbally or in writing during any emergency situations that may unexpectedly develop from time to time in the course of doing business in Pennsylvania. That Avangrid Renewables. LLC. the Applicant herein, asserts that [he/she/it] possesses the requisite technical, managerial, and financial fitness to render electric service within the Commonwealth of Pennsylvania and that the Applicant will abide by all applicable federal and state laws and regulations and by the decisions of the Pennsylvania Public Utility Commission. That Avangrid Renewables. LLC. the Applicant herein, certifies to the Commission that it is subject to, will pay, and in the past has paid, the full amount of taxes imposed by Articles II and XI of the Act of March 4, 1971 (P.L 6, No. 2 ), known as the Tax Reform Act of 1971 and any tax imposed by Chapter 28 of Title 66. The Applicant acknowledges that failure to pay such taxes or otherwise comply with the taxation requirements of Chapter 28, shall be cause for the Commission to revoke the license of the Applicant. The Applicant acknowledges that it shall report to the Commission its jurisdictional Gross Receipts and power sales for ultimate consumption, for the previous year or as otherwise required by the Commission. The Applicant also acknowledges that it is subject to 66 Pa. C.S. §506 (relating to the inspection of facilities and records). As provided by 66 Pa. C.S. §2810 (C)(6)(iv), Applicant, by filing of this application waives confidentiality with respect to its state tax information in the possession of the Department of Revenue, regardless of the source of the information, and shall consent to the Department of Revenue providing that information to the Pennsylvania Public Utility Commission. That Avangrid Renewables. LLC. the Applicant herein, acknowledges that it has a statutory obligation to conform with 66 Pa. C.S. §506, §2807 (C), §2807(D)(2), §2809(B) and the standards and billing practices of 52 PA. Code Chapter 56. That the Applicant agrees to provide all consumer education materials and information in a timely manner as requested by the Bureau of Public Liaison or other Commission bureaus. Materials and information requested may be analyzed by the Commission to meet obligations under applicable sections of the law. That the facts above set forth are true and correct/true and correct to the best of his/her knowledge, information, and belief. Signature of Affiant Sworn and subscribed before me this 3D day of ,20/4 Signature of official ad OFFICIAL STAMP KATHLEEN O'CONNELL EGGENS NOTARY PUBLIC • OREGON My commission expires d>\ I COMMISSION NO. 9B3218 MY COMMISSION EXPIRES JANUARY 28, 2023 avangrid RENEWABLES RECEIVED MAY 2 3 2019 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU Pennsylvania EGS License Application Exhibit 2(b)(i) Status with PA Department of State Pennsylvania EGS License Application AVANGRID Exhibit 2(b)(i) RENEWABLES Active Status with PA Department of State Search entity Select entity Order documents Order Business Documents Date: 04/04/2019 Business Name History Nta* NuEMTypr AtAnpid Rrocwablct, IXC CunemMunr IBEiRDROLA RKNKWABtJiS. LLC IV.ni Nimr Business Entity Details Officers Name Avangna Renewables. LLC Entity Ntanber 4104272 Entity type Umttea UaCUHty Company Statu* Active Citizen ship Foreign Entity Creation Date 04/27/2012 Effective Date 04/27/2012 State Of Inc OR Address % CORPORATION SERVICE COMPANY Dauphin AAJ\ AVANGRID RENEWABLES Pennsylvania EGS License Application Exhibit 2(b)(ii) Articles of Incorporation RECEIVED MAY 2 3 2019 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU AVANGRID RENEWABLES February 22, 2016 Effective February 18, 2016, Iberdrola Renewables, LLC has changed its name to Avangrid Renewables, LLC. This change more closely aligns Avangrid Renewables with its newly- formed and publicly-traded US holding company, AVANGRID, Inc. (AGR), a diversified energy and utility company with $30 billion in assets and operations in 25 states, and is the first phase of a broader re-branding initiative by the company. Day-to-day operations and business contacts will not change. You will continue to do business with the same dependable team as always. Avangrid Renewables operates 6.3 gigawatts of generation capacity, including 5.6 gigawatts of wind power at 53 windfarms across 18 states, making it the second largest wind energy producer in the U.S. Avangrid Renewables is the U.S. renewable energy division of parent company Iberdrola, S.A., an energy pioneer with the largest renewable asset base of any company in the world - more than 14,000 megawatts of energy spread across a dozen countries. AVANGRID, Inc. (formerly known as Iberdrola USA, Inc.) will continue to provide credit support on behalf of Avangrid Renewables, LLC. AVANGRID, Inc. is rated Baal with a stable outlook by Moody's Investors Service and BBB with a positive outlook by Standard & Poor’s. Also effective on February 18, 2016, Avangrid Renewables’ affiliate Iberdrola Energy Services, LLC has changed its name to ENSTOR Energy Services, LLC. ENSTOR Energy Services is also a subsidiary of AVANGRID, Inc. Please find attached Avangrid Renewables’ W-9 and name change documentation. Also, please note that our contact information, including email addresses, has not changed. We at Avangrid Renewables look forward to continuing our business relationship with you. Please don’t hesitate to contact Jim Carroll (iim,[email protected] / 503-796-6918) or Ginger Price ([email protected] / 503-478-6355) with any questions. Sincerely, Frank Burkhartsmeyer CEO Avangrid Renewables, LLC 1125 NW Couch St.. Ste. 700, Portland, OR 97209 Secretary of State ^'Corporation Division Registry Number: 448526-89 255 Capitol Street NE, Suite 151 Type: DOMESTIC LIMITED LIABILITY COMPANY Salem, OR 97310-1327 Phone:(503)986-2200 www,fillnginoregon.com Next Renewal Date: 03/15/2016 AVANGRID RENEWABLES, LLC 1125 NW COUCH ST STE 700 PORTLAND OR 97209 Acknowledgment Letter The document you submitted was recorded as shown below. Please review and verify the Information listed for accuracy. Document ARTICLES OF AMENDMENT Filed On Jurisdiction 02/18/2016 OREGON Name AVANGRID RENEWABLES, LLC Principal Place of Business Registered Agent 1125 NW COUCH ST STE 700 CORPORATION SERVICE COMPANY PORTLAND OR 97209 1127 BROADWAY STREET NE STE 310 SALEM OR 97301 Mailing Address Manager 1125 NW COUCH ST STE 700 IBERDROLA RENEWABLES HOLDINGS, INC. PORTLAND OR 97209 1125 NW COUCH ST PORTLAND OR 97209 SHADEA ACK 02/18/2016 ______Articles of Amendment/Dissotution - Limited Liability Company Secretary of State -.Corporation Division - 255 Capitol SL NE, Suite 151 - Salem. OR 87310-1327 - httpi/wwwpiring [nOregon.com - Phone: (503) 966-2200 (?; ARTICLES OF AMENDMENT (Complete only 1, 2,3,6) C ARTICLES OF DISSOLUTION (Complete A, S, 6) FEB 18 2016 REGISTRY NUMBER: 448526-89______OREGON In accordance with Oregon Revised Statute 192.410-192.490, the information on this application is public record. SECRETARY OF STATE We must release this Information to all parties upon request and It wOl be posted on our website.______For office use only Please Type or Print Legibly in Blade Ink. Attach Additional Sheet If Necessary. ARTICLES OF AMENDMENT ONLY 1. entity name: Iberdrola Renewables, LLC______ 2. THE FOLLOWING AMENOMENT(S) TO THE ARTICLES OF ORGANIZATION IS MADE HEREBY: (State the article numbers) and set forth the artlde(s) as h is amended to read.) Article 1 The name of the Limited Liability Company {the "Company") isAvangrid Renewables, LLC 3. PLEASE CHECK THE APPROPRIATE STATEMENT: C This amendment was adopted by the managers) without member action. Member action was not required. Date of adoption of each amendment: Date of adoption of each amendment: February 12,2016 ARTICLES OF DISSOLUTION ONLY 4. NAME OF LIMITED LIABILITY COMPANY: 5. DATE OF DISSOLUTION: 6. EXECUTION: By my signature, I declare as an authorized signer, that this filing has been examined by me and is, to the best of my knowledge and belief, taie, correct, and complete. Making false statements in this document is against the law and may be penalized by fines, imprisonment or both. Printed Name: Title: W, Benjamin Lackey Secretary CONTACT NAME: (To resolve questions with this filing) I FEES Maria Rojas ] Required Processing Fee $100 PHONE NUMBER: (include area code) Processing Fees ere nonrefundable. Please make check payable m '•Corporation Dhrislon*. 484-654-2138 Free copies are available at RhngtnOregon.com using the Business Name Search program. Articles of Amendment/Dissolution - Limited liability Company (05/14) Secretary of State Corporation Division Registry Number 448526-89 2SS Capitol Street NE, Suite 151 Type: DOMESTIC LIMITED LIABILITY COMPANY Salem, OR 97310-1327 Phone:(S03)98&-2200 wvmr.fifinginoregon.com Next Renewal Date: 03/15/2012 IBERDROLA RENEWABLES, LLC ATTN PARALEGAL 1125 NW COUCH STE 700 PORTLAND OR 97209 Acknowledgment Letter The document you submitted was recorded as shown below. Please review and verify the information listed for accuracy. Document ARTICLES OF CONVERSION Fifed On Jurisdiction 02/17/2012 OREGON Name IBERDROLA RENEWABLES, LLC Principal Place of Business Registered Agent 1125 NW COUCH STE STE 700 C T CORPORATION SYSTEM PORTLAND OR 97209 388 STATE ST STE 420 SALEM OR 97301 Mailing Address Manager ATTN PARALEGAL IBERDROLA RENEWABLES HOLDINGS, INC. 1125 NW COUCH STE 700 1125 NW COUCH STE 700 PORTLAND OR 97209 PORTLAND OR 97209 THEJOH ACK 02/17/2012 t Articles of Conv»>»iorfr>J|ysiMfi Entitles sten^rr^ Stole. Cofpcwfaa DMrton ■ as esfOal S>. HE, SutB Hi. Saem.Oft SttlfrWr ♦ hgp^wJTInglfiOregofi.eB»j~rf4artoiefw 2WP FEB 17 2012 m$z(o-v} OREGON SECRETARY OF STATE Reotstry Number: inoccortonoBwtlhOfwnWtvwedSJatutt tmtfr w.«w>. Wialitfuniwiljii H poW< maw. Wenwir ft*Ba»Q««>n>wmaaonWripgtfwupcr>WQMW'd>iwatepogadaooiifiirtWt PotaftWhOanN Ple»M Type or Prtnl Legfbfy in Staefc lift, t) Name of Business Eirmr PKtOM to Cowvers 3) Name oe BustHESBEHTrrr after CowvcRSiorr; IBERDROLA RENEWABLES. LLC 4) Type op BvstNESS Entity after Comvcrsiom: OREGON LIMITED LIABILITY COMPANY S> Of A COPT OF THE RLAH OF CONVSRfilOttS ATTACHES. 6) Provide aoditomal Information Reoumeo for New Emm type The effective time of the conversion shall be April 2. 2012. The name and address of the Manager Is Iberdrola Renewables Holdings, Inc., 1125 NW Couch Street, Suite 700, Portland, Oregon 97209. T) ExecuTON:fMiOt twsfffned PV «n officer or director lor a corponSsri a member or ironaetr ftir « ftmted BsWBt* compARy. a general partner r« a kmtted partwsnfp, or a partner tot a DmBetf itabffity padnersNp.) By my signatino. i declare as en aulhortEed airthortly. Uwt Ms BUng ha» been eamtrmd by me antf Is, to thebeel el my favwHedge and beftai, ime. conoct. end complete. Mafttog latse etaiametos in tMa document d ag^nai the tatrard may be penatod by Bnea. Impitaoament or botn. Printed Name: TtOe: W. Benjamin Lackey Secretary 2 Contact Name: no met** mwMront «im im« PEES* ...... Sherry Stratton DoaetRRwttgPwoemogFte MW fon^nRenuimlFqMMbBFw im Phone Number: include ««• codr.i CorAnaosnCWr (QpRNd} M 503-294-9254 RscesdrgFramrorrtBiaeie. PlaaadadickpljfaMPtewiMnOMuoA.' 2i« • Andes of Contends - BuHneM EralUeeNVlS) •LAN OF CON VEKSJON Iberdrola Renewables, Jnc., :m Oregon Corporation into Iberdrola Renewables, IJ.C, an Oregon Limtied Liability' Company 1. IT)e name and type of Ihe btisiness erUiiy prior to conversion is Iberdrola Renewables, Inc., an Oregon corporation (the ‘'Corporation’ ). 2. The name and type of the business entity after conversion is Iberdrola Renewables. LLC. an Oregon limited liability company (the ‘LLC**). 3. The Corporation shall be converted into the LLC (the “Conversion’ ) effective as of April 2. 2012. 4. Effective upon the Conversion, the LLC shall be manager managed. The sole shareholder of the Corporation will be the sole member of the LLC and effective upon the Conversion. 100% of the Corporation’s common stock owned by the Corporation’s sole shareholder sltall convert into a 100% membership interest in the LLC. The name and address of the sole member of the LLC arc Iberdrola Renewables Holdings, Inc., 1125 NW Couch Street, Suite 700. Portland.. OR 97209. 5. Effective upon the Conversion, the LLC will be governed by the Articles of Organization filed with the Secretary of State of Oregon. 7115*rt7*.2 WiWWJXl.VW 4 t ARTICLES OF ORGANIZATION OF IBERDROLA RENEWABLES, LLC an Oregon Limited Liability Company ARTICLE I The name of the Urvuicd liability company (the “Company”) is Iberdrola Renewables. LLC. ARTICLE II The Company shnil have perpetual existence. ARTICLE III The name of the initial registered agent is CT Corporation System and the address of the initial registered office is 388 State Street. Suite 420, Salem, Oregon 97301. ARTICLE IV The address where the Division may mail notices is Attention: Paralegal. 1123 NW Couch Street. Suite 700. Portland, OR 97209. ARTICLE V The Company shall be managed by its managers. The initial manager shall be Iberdrola Renewables Holdings.. Inc. ARTICLE VI Tltc name and address of the organizer of the Company are Iberdrola Renewables. Inc., Attention: Benjamin W. Lackey. 1125 NW Couch Street, Suite 700. Portland, OR 97209. ARTICLE Vli To the fullest extent the Oregon Limited Liability Company Act, as it exists on the date hereof or may hereafter be amended, permits the limitation or elimination of liability of members, a member shall not be liable to the Company or the other members for monetary damages for conduct as a member. Any amendment to or repeal of this Article VII shall not adversely affect any right or protection of a member for or with respect to any acts or omissions of such member occurring prior to such amendment or repeal. DATED this 17th day of February, 2012. Its: Secretary 005SNJJWSJ c CERTIFICATE State of Oregon OFFICE OF THE SECRETARY OF STATE Corporation Division 1, BILL BRADBURY, Secretary of State of Oregon, and Custodian of the Seal of said State, do hereby certify: That the attached Document File for: IBERDROLA RENEWABLES, INC is a true copy of the original documents that have been filed with this office. In Testimony Whereof, I have hereunto set my hand and affixed hereto the Seal of the State of Oregon BILL BRADBURY, Secretary of State By YJ 'Ttfkl rfL Marilyn R. Smith April 25, 2008 Come visit us on the Internet at httpyAvww.fllinginoregon.com i FAX (503) 37&-4381 1105 10/02/2008 09:52 FAX 5033784581 CORP DIVISION @006 31- ] V Plwtc (6D3 666-2200 Aitielos ofAiwendniBni—Bl«?rM«/Pfofeafttonfll/Nonpfoflt tec C80J)37B-A381 Scee&yef Stale CMCk •PP'Bprtate taXbslew: Cwpsatlcui Dlvtskm ffU5JNRSS/PROF£33IOKAt C ORPORATJON 258 CapHul SL NS, Mte t$1 [C«i'jJ RfS^TRv’Nuusk: ORO«eN In accordatce v&i Oi^anRavtoM Statute theMormaaen on B» BpjAatfc n Is puUTc mart. We must ralaaw ihta trfunnafon to al) pento tpcn request I >*H to cosaed on ou _ , PofofltouManV PtaBM Typ» « Ptlrt Legtbty In BUch ink. 1) EimrrNAME: PPM -gnergu .Wlfc. 2) $TWE ire AintOf MlMBER(S) AW SET FORTH THE ARTtO^a) A3 IT I6 AMEMDSD TO 6 £A0. {A»eNa upnle tha 3) theAwoiPMBfTwa3AdopitoOtc SA/XYtk 10***. TCOtf' (if nute VttR enawmneonrtvw soopiad tititfl^lheeaftol Ktopdon of e*A enenfowdl 8U81ICeS^IIQRESStOIMI.CoRPPlUnVlN OMLY Nowptwm 6QRPOR4TBmOib.Y «) CHECK THE ARmOPnikT8$TATB«a Q 5harah«eembn m net reqiiieE to adopt te emondmenK^. Tne arnendmentfe) wss etf^ted by the beard « elnckn Miheut eharahoMtf utiton. Q The ecrporMott hoe ltd iSBued any shave (deteck. Shsrahoidtr acdon was not lequbed to adopt ttte Brrandmem(sVRiB amendmenUs) wasadepted by Incorperaton a by the board ofdlretttrt 8) EttfemOtt Signetiire Printed Name nc« JZ7 Coroner Kami [t^cmciAm wdiMfllbe.) FEES ftVlndPrmatsA* StO -Efhv y/a^^.hek No fm fbrNon.noltiTyp* CMns* 0»*r CerdracaviCcn IbwecN) St Qaviwe PHONE NUMBER (McMi eras code ] rraaaAK H«»*'*«annAra>tm rh»*rn IIS (Row. M|7> omd >4MUMei C T iyiM OWte r c Oi-'136/G3 ':55?;v. 00CH9265 BUSINESS REG $20,(M Lim$z6?'8? ARTICLES OF AMENDMENT FILED to the ARTICLES OF INCORPORATION JAN 0 6 2003 OREGON of SeCRETARy QF STATE PACIFICORP POWER MARKETING, INC. In accordance with ORS §60.437 and §60.447, PacifiCoip Power Marketing, Inc., a corporation organized and existing under the laws of the State of Oregon, does hereby certify as follows: 1. The Board of Directors of the Company, at a meeting held November 21, 2002, proposed and declared advisable the following amendment to the Company’s Articles of Incorporation: RESOLVED, that Article 1 of the Company's Articles of Incorporation shall be amended to read, in its entirety, as follows: "ARTICLE I Corporate Name The name of the corporation is PPM Energy, Inc.” C 2. The foregoing amendment was duly approved on November 21,2002 by written consent of the Company's sole shareholder in accordance with ORS § 60.437. The sole shareholder of the Company holds all 100 shares of the Company’s outstanding capital stock. 3. These Articles of Amendment shall be effective at 12:01 a.m. on January 3 5, 2003. PACIFICORP POWER MARKETING, INC. I. Merrick Kerr Chief Financial Officer ATTEST: c S:U.egiUDepi\MirejicsU>i>MWM ARTICLES OFAMEND.doc FILED ARTICLES OF INCORPORATION MAR 1 5 1995 OP SECftEWRVO? STATE PAOFJCORP POWER MARKETING, INC The undersigned, being over the age of 18 years, hereby adopts these Articles of Incorporation in accordance with the provisions of the Oregon Business Corporation Act (the "Act"). Asmxg.i Corporate Name The name of the corporation is PacifiCorp Power Marketing, Inc. AgnaE.ii Corporate Purpose The jpurposes of this corporation are to engage in any lawful activities for which corporations may be organized under the Act as from time to time constituted. Registered Agent The initial registered agent of this corporation for service of process is Sally A. Nofziger, whose street address is 700 ME Multnomah, Suite 1600, Portland, Oregon 97232-1000, which address is the initial registered office of this corporation. ARTICLE IV Mailing Address The mailing address of this corporation to which the Corporate Division may mail notices until the principal office of the corporation has been designated in an annual report is PacifiCorp Power Marketing, Inc., 700 NE Multnomah, Suite 1600, Portland, Oregon 97232, Attention; Secretary, ARTICLE V ' Incorporator The name and address of the incorporator executing these Articles of Incorporation is Sanjiv N. Kripalani, whose address is 900 SW Fifth Avenue, Suite 2300, Portland, Oregon 97204-126$. pen -niict.t. :c;ja am* 83162503216 331.219 50,06 AKSCIE-Vl Shares (a) The total number of shares of stock which the corporation shall have authority to issue is 1,000 shares of common stock. (b) Bach share of the common stock of (his corporation, after the consideration therefore as fixed by the Board of Directors has been fully paid in, shall be non-assessable and shall not be subject to assessment to pay the debts of the corporation. (c) Subject to statutory or other limitations on shareholder distributions that may be applicable at the time of acquisition, the corporation is authorized to acquire its own shares. Shares no acquired shall constitute authorized but unissued shares. The corporation is authorized to reissue from time to time shares that it acquires. flEQClfi VII indemnification (a) The corporation shall indemnify to the fullest extent then permitted by law any person who is made, or threatened to be made, a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, investigative, or otherwise (including an action, suit, or proceeding by or in the right of the corporation) by reason of the fact that the person is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust, or other enterprise against all expenses (including attorneys' fees), judgments, amounts paid in settlement and fines actually and reasonably incurred in connection therewith. (b) Expenses incurred in connection with an action, suit, or proceeding may be paid or reimbursed by the corporation in advance of final disposition of such action, suit, or proceeding upon receipt of an undertaking by or on behalf of the director or officer to repay such amounts if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation. (c) The indemnification provided hereby shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any statute, bylaw, agreement, vote of shareholders or directors, or otherwise, both as to action in any official capacity and as lo action in another capacity while holding an office, and shall continue as to a person who has ceased to be a director or officer and shall inure to the benefit of the heirs, executors, and administrators of such person. (d) The corporation shall have power to purchase and maintain insurance on behalf of any person who is or wati a director, officer, employee, or agent of the corporation, or fiduciary with respect to any employee benefit plans uf the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent, or as a fiduciary of an etnp oyee benefit plan, of another corporation, partnership, joint venture, tnist, or other enterprise, against any liability asserted against and incurred by the person in any such capacity, or arising out of the person's status as such, whether or not the corporation would have the power to indemnify the person against such liability under the provisions of this Article or the Act (e) Any person other than a director or officer who is or was an employee or agent of the corporation, or flduciaiy within the meaning of the Employee Retirement Income Security Act of 1974 with respect to any employee benefit plans of the corporation, or it or was serving at the request of the corporation as an employee or agent of another corporation, partnership, joint venture, trust, or other enterprise, may be indemnified to suen extent as the board of directors in its discretion at any time or from time to time may authorize. ARTICLE Vlil Director's Liability No director of the corporation shall be personally liable to the corporation or its shareholders for monetary damages for conduct as a director; provided that this Article shall not eliminate the liability of a director for any act or omission for which such elimination of liability is not permitted under the Act No amendment to the Act which further limits the acts or omissions for which elimination of liability is permitted shall affect the liability of a director for any act or omission which occurs prior to the effective date of such amendment. To evidence the adoption of these Articles of Incorporation, ( have signed them on March 15, 1995. Sanjiv N. Kripalani, Incorporator avangrid RENEWABLES Received may 2 3 2013 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU Pennsylvania EGS License Application Exhibit 2(b)(in] Principal Officers, Directors & Partners_Avangrid Renewables Pennsylvania EG5 License Application Avangrid Exhibit 2(b)(m) RENEWABLES Principal Officers, Directors, and Partners Laura Beane, President and CEO, Avangrid Renewables Laura has spent more than 20 years with the company, including its original parent, holding a wide variety of roles and responsibilities in myriad facets of the business. Her previous executive role as VP of Operations and Management Services followed her tenure as Director of Market Structure and Policy. In addition, she has led numerous special projects including the company's innovative Self-Supply program, which involves Avangrid Renewables taking responsibility for the balancing obligation of its 1400 MWs of wind in the Pacific Northwest. \ Laura holds an MBA from Comillas and Strathclyde universities as part of Iberdrola's Master in the Global Energy Industry and previously earned an MBA and Bachelor of Science degree from the University of Utah. Laura also serves as the Chairman of the Board of The Climate Trust, a national leader in carbon offset projects and innovative climate change solutions. Contact information: [email protected] or 503-478-6306 Mark Perryman, Vice President, Operations Mark is responsible for the operations and performance of the company's generation assets in the United States. He manages a team of over 450 employees covering field services, operations and maintenance, dispatch and balancing for nearly 60 wind, solar and thermal assets located in 18 States with a total generating capacity of 6,886 MW. Mark has been with the company since January 2005 and has a long history in renewable power generation from plant construction, commissioning, start up, operations, maintenance, supervision and management of multiple wind projects throughout the United States. Formerly a General Electric Wind Energy employee, Mark has more than 28 years of experience in the renewable energy industry, attaining a wealth of managerial, analytical and technical omniscience throughout his career. Mark's recent continued education experience has included completing Stanford University's Energy Innovation & Emerging Technologies program, through its Center for Professional Development, and numerous other executive level development programs. Contact information: [email protected] or 503-796-7038 Rany Raviv, Vice President, Commercial & Strategic Relationships Rany joined IBERDROLA Renewable Energies USA as Vice President in 2007. Previously, he was a 10-year veteran of Ormat, a geothermal energy leader where he led growth activities in the U.S. He has more than 15 years experience in global energy, mergers and acquisition, project finance, and brings a valuable track record of closing complex and diverse deals. Rany holds a B.S. in Computer Science and Business Studies from the University of Buckingham (U.K.) and an M.B.A. from City University Business School (U.K.). Contact information: [email protected] or 503-796-7117 Pennsylvania EGS License Application AVANGRID Exhibit 2(b)(iii) RENEWABLES Principal Officers, Directors, and Partners Dave Carroll, Vice President, Engineering & Construction, Avangrid Renewables Dave is responsible for development support, engineering design, construction management, and operations support for capital projects. He has more than 15 years of experience in the engineering and construction industry, with over 10 years focused on renewables. Dave has worked on the development, engineering and construction of renewable energy projects in the United States, Canada, Mexico and the United Arab Emirates. Before joining Avangrid he led the engineering and construction teams for EDF Renewable Energy's U.S. operations, where he oversaw the implementation of over 3 GW of wind, solar, biogas and storage projects across the United States. Dave holds a B.S. in Mining and Minerals Engineering from Virginia Tech and an M.B.A. from the University of San Diego. Contact Information: david.carrollOavangrid.com or 858-775-0563 Staci Schwartz, Vice President, Human Resources Staci oversees the human resources and facilities functions of the Renewable & Gas companies in the U.S. & Canada, which is comprised of over 800 employees across 35 states. This includes management of compensation, benefits, payroll, organizational development and employee relations. Staci has been with Avangrid Renewables, and associated affiliates for 12 years, starting with the former PPM Energy company when it was just 60 employees. Previously, she worked in an HR capacity with Intel and Consolidated Freightways, but began her career in non-profit with Junior Achievement in Denver, Colorado. Staci earned her dual bachelor's degree in Psychology 8i Sociology from Wake Forest University. Contact Information: [email protected] or 503-796-7113 Jesse Gronner, Vice President of Business Development Jesse is responsible for all of the company's U.S. development activities and associated pipeline of projects in development. He has over 15 years of experience in the renewable energy business, and has been with the company, including its predecessors PacifiCorp Power Marketing and PPM Energy, since November 2001. Beginning in a project management role, he has been lead project developer for numerous projects successfully placed into operations as well the Director and Managing Director for Business Development of the west region prior to assuming his current role. In total, he has been directly involved with the successful completion of over 2 GW of renewable projects. Jesse holds a B.A. in Communications from the University of Massachusetts and has done additional international coursework in both Argentina and Spain. Contact information: [email protected] or 503-796-7045 Pennsylvania EGS License Application Avangrid Exhibit 2{b){iii) RENEWABLES Principal Officers, Directors, and Partners Tim McCabe, Vice President/Power Trading Tim has 25 years experience in the energy trading and operations business, and has been with the company since December 2005. Previously, he served as managing director of Natural Gas Trading for Duke Energy North America, and has also held senior management positions with Cinergy, Duke Energy Trading and Marketing, NP Energy, and Catex-Vitol. Tim entered the energy trading business as a physical gas trader for Natural Gas Clearinghouse (Dynegy) in the western gas market. Tim graduated from Texas A&M University with a Bachelor of Science in Petroleum Engineering in 1984. Contact information: Timothy,[email protected] or 503-241-3217 Barrett Stambler, Vice President, Renewable Origination Barrett has more than 20 years experience in the renewable energy business with Avangrid Renewables and its predecessor PPM Energy, PacifiCorp, U.S. Windpower, Calpine, and the U.S. Department of Energy. Barrett oversees Avangrid Renewables’ wind sales and marketing activities across the U.S. and Canada and is also responsible for expanding the company’s customer relationships there. Prior to this he served as managing director of renewable origination. He has been integral to the company's wind power business from its earliest days, including its first-ever power purchase agreement for Stateline Wind Energy Center in 2001. Barrett holds a B.A. from Pomona College and an M.B.A. from Yale University. Contact information: [email protected] or 503-796-7103 Diana Scholtes, Vice President, Renewable Strategies and Origination ■'j Diana is responsible for our Western Origination efforts, and further on a national | basis, the Mid-Market division focused on maximizing the value of our various operating assets, C&l Direct Access product solutions and the Environmental desk. Diana’s 20 plus years of energy experience include positions at PacifiCorp, Bonneville Power Administration, Portland General Electric and UBS Energy. She has been involved in all major facets of the energy business including energy trading, operations, as well as, origination, and asset development at both the utility and merchant level. Contact information: [email protected] or 503-796-7142 Pennsylvania EGS License Application Avangrid Exhibit 2(b)(iii) RENEWABLES Principal Officers, Directors, and Partners Steven Krump, Vice President, Controller, Avangrid Renewables Steve leads the accounting, financial planning and analysis, middle office, and back office functions at Avangrid Renewables. He brings over 18 years of experience in the Power & Utilities industry having served in various leadership roles throughout his career with PricewaterhouseCoopers. Most recently, Steve was responsible for managing audit and advisory services for companies in the Pacific Northwest, including renewable energy companies, as a Managing Director. Steve has a Bachelor of Arts degree in accounting from Montana State University-Billings and is a CPA in Oregon, Washington, New York, Pennsylvania, and Maryland. Contact information: Steve.krump@avangrid,com or 503-796-7142 Alejandro De Hoz, Vice President U.S. Offshore Wind Alejandro is in charge of developing the U.S. offshore wind business. He has 13 years of experience in the renewable energy sector, preceded by several years in telecommunication. Before taking the VP role within Avangrid Renewables, he was Offshore Business Performance director within the Iberdrola Offshore business for 5 years, based both in London and Madrid, and in charge of preparing Iberdrola's offshore pipeline for competitive auction processes both in the U.K. and Germany, as well as coordinating the teams to take awarded projects through the financial close. Prior to this, he held different positions within the Iberdrola group in developing the onshore wind business internationally, including the establishment in the French market and the development of the Mexican and Brazilian markets. Alejandro holds a degree in Physics from the University Complutense of Madrid and an MBA from ICAMCADE University of Madrid. Contact information: [email protected] Ben Lackey, General Counsel, Energy Ben Lackey leads the company's legal organization, including legal support of all phases of renewable project development, power sales, major transactions and energy trading. Ben has almost 20 years of legal experience, with almost half of that in the renewables industry. Ben began his career with Cadwalader in New York and also practiced with Jones Walker in New Orleans and Tonkon Torp in Portland before joining Iberdrola in 2004. Ben earned a B.A. from Bard College and a J.D from the University of Chicago Law School. Contact information: [email protected] or 503-796-7127 Pennsylvania EGS License Application Avangrid Exhibit 2(b)(iii) RENEWABLES Principal Officers, Directors, and Partners Kevin A. Lynch, Managing Director, External Affairs Kevin manages the company's engagement in policy and regulatory matters across the US as well as market fundamentals analysis and charitable activities. He has more than a quarter-century of professional experience in the electric sector, with an exclusive focus on renewable energy since 2006 at Avangrid Renewables and predecessor companies. Kevin spent a decade working for two members of the U.S. House of Representatives, eight of those years as staff to the Committee on Appropriations. He focused on natural resource, public lands, energy, transportation, and arts and humanities issues. Kevin chairs the Interwest Energy Alliance and Independent Energy Producers Association Boards, serves as Vice Chair of Renewable Northwest, and Treasurer of the Center for Energy Efficiency and Renewable Technologies. He was one of two original co-chairs of the State Policy Committee of the American Wind Energy Association. Contact information: [email protected] or 503-796-7108 Pennsylvania EGS License Application Avangrid Exhibit 2(b)(iii) RENEWABLES Principal Officers, Directors, and Partners Alex Tail, Chief Compliance Officer Alex is responsible for implementing the company's ethical compliance framework and managing FERC compliance activities. Previously he led Internal Audit activities across both renewables and gas. Alex has also served as the Managing Director of Investment and Business Performance, with responsibility for the economic evaluation of renewable investment opportunities, market fundamentals and strategy development support. He was part of the ScottishPower acquisition team of PacifiCorp in 1998, becoming head of Strategic Policy & Analysis at PacifiCorp. He also held a variety of senior roles at ScottishPower, U.K. in the areas of strategic planning, performance management his nearly 30 years of energy industry experience. Alex holds a Bachelor of Science degree in Electrical and Electronic Engineering from the University of Aberdeen and a Masters of Business Administration from the Edinburgh Business School. Contact information: [email protected] or 503-241-3262 Elias Fernandez, Chief Risk Officer Elias heads the risk management group for the Renewable & Gas companies in the U.S. & Canada, including responsibility over the credit, market and enterprise risk management functions. He joined Avangrid Renewables in June 2016, after working in different positions in the Iberdrola Group for more than 17 years, mostly in risk management. Elias was the Head of Corporate Credit Risk {2011-2016), leading and coordinating the different credit risk teams across the Group, where he and his team developed and implemented the risk management processes now in place. Previously, he had other positions in risk management and was responsible for this function in the renewables business in Spain / UK / RoW and in Iberdrola's corporate department, where he participated in the integration groups of the risk function after the acquisition of ScottishPower, He joined the Iberdrola Group in 1999 in the IT department after working as a business transformation consultant in IBM for three years. Elias holds a Bachelor degree in Business Administration from the Universidad Autonoma de Madrid, an MBA from the IE Business School and a Master in Financial Risks from the Institute BME, Contact information: [email protected] Common Mailing Address: 1125 NW Couch St, Ste 600, Portland, OR 97209 Avangrid RENEWABLES RECEIVED MAY 2 3 2019 PA PUBLIC UTILITY COMMISSION SECRETARY’S BUREAU Pennsylvania EGS License Application Exhibit 3 List of Affiliates Ottilia tel Name] ADE Capital Sodical Sociedad Capital Riesgo de Regimen Comun ADICORA SERVIGOS INGENIERIA S.L (63351) Aeolus Wind Power II LLC (81915) Aeolus Wind Power 111 LLC (81916) Aeolus Wind Power IV LLC (81917) Ailes Marines, S.A.S. Alfuente Transm Energia Electrica Algaenergy, S.A. ANSELMO LEON SAU (63354) ANSELMO LEON-DISTRIBUCION SL (90719) ANSELMO LEON-H1DRAULICA S.L. (63355) Arborea Intellbird, S.L. Arizona 1 energia Renovavel, S.A. ARRENDAMIENTO DE VIVIENDAS PROTEGIDAS SIGLO XXI S.L. (73232) Asociacion Nuclear Asco-Vandellos, A.I.E. Atlantic Renewable Energy Corporation (73233) Atlantic Renewable Projects II LLC (73234) Atlantic Renewable Projects LLC (81920) Atlantic Wind LLC (51246) ATTEN2 advanced Monitoring Technologies, S.L. AURORA SOLAR LLC (73236) Avangrid Arizona Renewables LLC (73259) Avangrid Enterprises, Inc. (76484) Avangrid Logistic Services, LLC Avangrid Management Company, LLC (127431) Avangrid Networks New YorkTransco, LLC (126668) Avangrid Networks, Inc. (127432) Avangrid Renewables Holdings, Inc. (73289) Avangrid Renewables, LLC (50760) Avangrid Service Company Avangrid Solutions, Inc. (127434) Avangrid Texas Renewables LLC (73332) Avangrid Vineyard Wind, LLC Avangrid, Inc. (63456) Aviation Investment Fund Company Ltd Baguari I Genarcao de Inergia Electra, S.A. Bahia PCHII.S.A. Bahia PCH 111, S.A. Bakeoven Solar, LLC Baltic Eagle GmbH Barton Windpower, LLC Belo Monte Participacoes, S.A. Berkshire Energy Resources Inc (126742) Big Horn li Wind Project LLC (73237) Big Horn Wind Project LLC (73238) Bii Nee Stipa Energia S.A. de C.V. Biocantaber, S.L. BIONOR EOLICA S.A. (73239) BIOVENT ENERGIA SA (73240) Black Light Power, Inc. (81923) Blue Creek Wind Earm LLC (73242) Brasil Interpart Buffalo Ridge I LLC (81944) BUFFALO RIDGE II LLC (73243) C Rokas Industrial Commercial Company, S.A. Caetite 1 Energia Renovavel, S.A. Caetite 2 Energia Renovavel, S.A. Caetite 3 Energia Renovavel, S.A. Calango 1 Energia Renovavel, S.A. Calango 2 Energia Renovavel, S.A. Calango 3 Energia Renovavel S.A. Calango 4 Energia Renovavel S.A. Calango 5 Energia Renovavel S.A. Calango 6 Energia Renovavel S.A. Camarate Golf, S.A. Canoas 2 Energia Renovavel S/A Canoas 3 Energia Renovavel S/A Canoas 4 Energia Renovavel S/A Canoas Energia Renovavel, S.A. Cantaber Generacion Eoilca, S.A. Cartera Park, S.A. Casselman Windpower LLC (81945) Cayuga Energy Inc (63358) CELPE Celtpower Limited Central Maine Power Company CENTRALES NUCLEARES ALMARAZ TRILLO AIE. (63360) Chafariz 1 Energia Renovavel S.A. Chafariz 2 Energia Renovavel S.A. Chafariz 3 Energia Renovavel S.A. Chafariz 4 Energia Renovavel S.A. Chafariz 5 Energia Renovavel S.A. Chafariz 6 Energia Renovavel S.A. Chafariz 7 Energia Renovavel S.A. Chester SVC Partnership (61637) Ciener, S.A.U. Cinergy, S.R.L. de C.V. (63361) Ciudad real Aeropuertos, S.L. CMP Group Inc (63362) CNE Energy Services Group, LLC (76480) CNE Peaking, LLC (76481) COELBA Cogeneracion Gequisa, S.A. COLDHAM WINDFARM LTD (73252) Colorado Green Holdings, LLC (58852) ' COLORADO WIND VENTURES, LLC (76721) Companhia Hidroel, Teles Pires, S.A. Connecticut Energy Corporation (63365) Connecticut Natural Gas Corporation (63802) Connecticut Yankee Atomic Power Company (126469) Corporacion Empresarial Extremadura, S.A. Corporacion IBV Participaciones Empresariales Corporative Iberdrola Renovables Mexico, S.A. de C.V. COSERN Coyote Ridge Wind, LLC CTG Resources Inc (126743) DCUSA Ltd Deerfield Wind, LLC (73255) Desarrollo de Energias Renovables de La Rioja, S.A. Desarrollos Inmobiliarios Laguna del Mar, S.A. de C.V. (63368) Desert Wind Farm, LLC Dillon Wind LLC (73257) DISTRIBUIDORA DE ENERGIA ELECTRICA ENRIQUE GARCIA SERRANO S. L. (63370) Distribuidora Electrica Navasfrias, S.L. E Ecoprensa, S.A. East Angila Offshore Wind Limited East Anglia One Limited East Anglia One North Ltd East Anglia Three Limited East Anglia Two Ltd Echoworx Corporation Ecobarical, S.A. EEX, A.G. EKTT 12-A Services De Transmissao de Energia Electrica SPE S/A EKTT 13-A Services De Transmissao de Energia Electrica SPE S/A EKTT 14-A Services De Transmissao de Energia Electrica SPE S/A EKTT 15-A Services De Transmissao de Energia Electrica SPE S/A EKTT 1-A Services De Transmissao de Energia Electrica SPE S/A EKTT 2-A Services De Transmissao de Energia Electrica SPE S/A El Cabo Partners, LLC El Cabo Wind Holdings, LLC El Cabo Wind, LLC Elcogas, S.A. Electra de Malvana, S.A. Electra Sierra de los Castilios, S.L. Electra Sierra de San Pedro, S.A. Electralink Ltd ELECTRICA CONQUENSE DISTRIBUGON S.A. (63373) ELECTRICA CONQUENSE, S.A. (63374) Electricas de la Alcarria, S.L. ELECTRO DISTRIBUIDORA CASTELLANO LEONESA SA (63377) Elektro Comercializ de Energia Ltd. Elektro Operacao e Manutencao Ltda Elektro Redes, S.A. Elektro Renovaveis do Brasil, S.A. Elk River Windfarm, LLC (83616) Elm Creek Wind II, LLC (73262) Elm Creek Wind, LLC (81946) EME Hueneja Cuatro, S.L. Empresa Electrica del Gabriel, S.L. Empresarios Agrupados Internacional, S.A. Empresarios Agrupados, A.I.E. Enerbrasil-Energias Renovaveis do Brasil Enercrisa, S.A. Energetica Aguas da Pedra, S.A. Energetica Corumba III, S.A. ENERGIA DE CASTILLA Y LEON S.A. (73267) Energia Portatil Cogeneracion, S.A. Energies Ecologies de Tenerife, S.A. Energies Eolicas de Cuuenca, S.A. ENERGIAS REMOVABLES REGION DE MURCIA S.A. (73268) Energias Renovables Venta III, S.A. de C.V. ENERGYWORKS ARANDA S.L. (63384) ENERGYWORKS CARBALLO S.L. (6338S) ENERGYWORKS CARTAGENA SL (63386) ENERGYWORKS FONZ SL. (63388) ENERGYWORKS MILAGROS S.L. (63389) ENERGYWORKS MONZON SL. (63390) ENERGYWORKS SAN MILLAN S.L. (63391) ENERGYWORKS VILLARROBLEDO SOCIEDAD LIMITADA. (63392) ENERGYWORKS VIT-VALL, S.L. (63393) Enermon S.A. de C.V. Enertek, S.A. de C.V. (63394) Eolica 2000, S.L Eolica de Campollano, S.A. Eolica Dobrogea One, S.A. Eolica Dos Arbolitos S.A.P.I. de C.V. EOLICAS DE EUSKADI SAU (63395) Eonergi Energia Eolica, S.A. Eres Energia Renovable, SAPI de CV E-Ventures Capital Internet, SA Extremadura Avante I, F.C.R de Regimen Comun Farmers City Wind, LLC (81963) FE Participacoes, S.A. Fincalia Agropecuaria, S.A. Flat Rock Windpower II LLC (50891) Flat Rock Windpower LLC (82224) Flying Cloud Power Partners, LLC (58860) Forca Eolica do Brasil 1, S.A. Forca Eolica do Brasil 2, S.A. Forca Eolica do Brasil, S.A. Fudepor, S.L. GCE Holding, LLC GOES Tecnology for Services S.L. GEANSA Gemserv Ltd GenCon Devon, LLC GenConn Energy LLC (51101) GenConn Middletown, LLC Geracao Ceu Azul, S.A. Geracao ON, S.A. Gestion Unificada De Proyectos Ghesa, Ingeniera y Tecnologia, S.A. Golden Hills Wind Farm LLC Goodland Wind, LLC (81964) Groton Wind, LLC (51177) Hardscrabble Wind Power LLC (73278) Hay Canyon Wind LLC (73279) Hazelwood Australia Inc (73281) Hazelwood Ventures, Inc. Heartland Wind, LLC (58861) Helix Wind Power Facility, LLC (73282) HEREDEROS DE MARIA ALONSO CALZADA VENTA DE BANOS S.L (63401) Hidrola I, S.L. Iberdrola Canada Energy Services Ltd (63405) Iberdrola Clientes Portugal, Unipessoal LDA Iberdrola Clientes RoW, S.L. Iberdrola Clientes, S.A. de C.V. Iberdrola Clientes, S.A.U. Iberdrola Client! Italia, S.R.L. Iberdrola Cogeneracion Altamira, S.A. de C.V. Iberdrola Cogeneracion Bajio, S.A. de C.V. Iberdrola Cogeneracion Ramos, S.A. de C.V. Iberdrola Cogeneracion S.LU. IBERDROLA COMERCIALIZACION DE ULTIMO RECURSO SOCIEDAD ANONIM (63407) Iberdrola Construcao e Services, ltda. Iberdrola Corporacion, S.A. IBERDROLA DISTRIBUCION ELECTRICA SAU (63410) Iberdrola Energia Altamira de Servicios, S.A. de C.V. (63411) Iberdrola Energia Altamira, S.A. de C.V. (63412) Iberdrola Energia Baja California, S.A. de C.V. Iberdrola Energia del Golfo, S.A. de C.V. (63414) Iberdrola Energia Escobedo, S.A. de C.V. Iberdrola Energla Internacionaf, S.L. Iberdrola Energia la Laguna, S.A. de C.V. (63417) Iberdrola Energia Monterrey, S.A. de C.V. (63418) Iberdrola Energia Noroeste, S.A. de C.V. IBERDROLA ENERGIA SOLAR DE PUERTOLLANO SA (63420) Iberdrola Energia Tamazunchale, S.A. de C.V. Iberdrola Energia Topolobampo, S.A. de C.V. Iberdrola Energia, S.A.U. Iberdrola Energie Deustchland GMBH Iberdrola Energie France, S.A.S. Iberdrola Energy Projects Canada Corporation Iberdrola Energy Projects, Inc. IBERDROLA ENGINEERING & CONSTRUCTION NETWORKS LTD (63423) Iberdrola Engineering & Construction Ro, SRL Iberdrola Engineering and Construction Poland, SP ZOO Iberdrola Engineering and Construction Saudi Arabia LLC Iberdrola Engineering and Construction South Africa, LLC Iberdrola Engineering and Construction UK Ltd. Iberdrola Eolica Marina, S.A. Iberdrola Espana, S.A.U. IBERDROLA FINANCE IRELAND LIMITED (63425) IBERDROLA FINANCIACtON SAU (63426) Iberdrola Finanzas, S.A.U. Iberdrola Generacion Espana, S.A.U. Iberdrola Generacion Mexico, S.A. de C. V. Iberdrola Generacion Nuclear, S.A.U Iberdrola Generacion S.A. de C.V. Iberdrola Generacion Temica, S.A.U. Iberdrola Generacion, S.A.U. Iberdrola Inenieria y Construccion Costa Rica, S.A. Iberdrola Infraestructuras y Servicios de Redes, S.A. IBERDROLA INGENIERIA EXPLOTACION SAU (63432) Iberdrola Ingenieria y Construccion Mexico, S.A. de C.V. (63434) IBERDROLA INGENIERIA Y CONSTRUCCION SA (63435) IBERDROLA INMOBILIARIA INVESTMENT REAL ESTATE S.A. (73288) Iberdrola Inmobiliaria Patrimonio, S.A.U IBERDROLA INMOBILIARIA SA (63439) Iberdrola International B.V. (63440) IBERDROLA INVERSIONES 2010 SOCIEDAD ANON1MA. (63441) Iberdrola Ireland Limited Iberdrola Mexico, S.A. de C.V. (63442) IBERDROLA OPERACION Y MANTENIMIENTO S.A. (63443) Iberdrola participaciones, S.A. Iberdrola QSTP, LLC IBERDROLA RE S.A. (63445) Iberdrola Redes Espana, S.A.U. Iberdrola Renewables Australia PTY, LTD Iberdrola Renewables Bulgaria, E.o.o.d. Iberdrola Renewables Canada Ltd (126473) Iberdrola Renewables Portugal S.A. Iberdrola Renewables Romania, S.R.L Iberdrola Renewables South Africa (PTY) Ltd. IBERDROLA REMOVABLES ANDALUCIA SA (90748) IBERDROLA REMOVABLES ARAGON SA (63446) IBERDROLA REMOVABLES CANARIAS SA (73291) IBERDROLA REMOVABLES CASTILLA LA MANCHA SA (63447) IBERDROLA REMOVABLES CASTILLA Y LEON SA (73293) Iberdrola Renovables Centro, S.A. de C.V. Iberdrola Renovables del Bajio, S.A. de C.V. Iberdrola Renovables Deutschland GmbH (63448) IBERDROLA RENOVABLES ENERGIA SAU (91316) Iberdrola Renovables France SAS IBERDROLA RENOVABLES GALICIA SA (63450) IBERDROLA RENOVABLES ITALIA SPA (73295) IBERDROLA RENOVABLES LA RIOJA SA (73296) Iberdrola Renovables Magyaroszag, Kft. Iberdrola Renovables Mexico, S.A. Iberdrola Renovables Noroeste, S.A. de C.V. Iberdrola Renovables Norte, S.A. de C.V. Iberdrola Renovables Offshore Deutschland Iberdrola Renovables RoW, S.L. Iberdrola Servicios Corporatives S.A. de CV Iberdrola Servicios de Innovacion, S.L. IBERDROLA SERVICIOS ENERGETICOS S.A.U. Iberdrola Soporte a Proyectos liberalizado, S.A. de C.V. Iberdrola Soporte a Proyectos, Renovables, S.A. de C.V. Iberdrola Suporte Projecto Tamega Unipressol Lda. IBERDROLA, S.A. (63457) Iberduero, S.L.U. Iberenova Promocionas, S.A.U. IBERINCO HELLAS TECHNIKI & KATASKEVASTIKI SOLE PARTNER LTD (73300) IBERJALOM SOCIEDAD ANONIMA. (63458) Iberservicios, S.A. de C.V. IBERTAMEGA-Sistema Electroprodutor do Tamega S.A. Imperial Wind, LLC Impulsora de Generacion Fotovoltaica de Mexico, S.A. de C.V. Informacion y Coordinacion de Obras, A.I.E. (INKOLAN) Infraestructuras de Generaction Electrica, S.A. de C.V. Infrestructuras de Medinacell, S.L. 1NGENIERIA ESTUDIOS Y CONSTRUCCIONES SA (63460) Innowatts, LLC Intermalta energia, S.A. (lesa) INVERSIONES FINANCIERAS PERSEO S.L. (63461) Investigacion y Desarrollo de Equipposo Avanzados, S.A.U. Itapebi Genacion de Energia, S.A. Juniper Canyon Wind Power II LLC (73302) Juniper Canyon Wind Power LLC (73303) KIC Innoenergy Iberica, S.L. Kitty Hawk Wind, LLC Klamath Energy LLC (81966) Klamath Generation, LLC (73304) Klondike Wind Power II, LLC (73306) Klondike Wind Power lit LLC (81947) Klondike Wind Power, LLC (58865) Lagoa 1 Energia Renovavel, S.A. Lagoa 2 Energia Renovavel, S.A. Lagoa 3 Energia Renovavel S.A. Lagoa 4 Energia Renovavel S/A Lakeview Cogeneation LLC (81930) Lanmovil, Amara Celular De Bahia Ltda. Leaning Juniper Wind Power II, LLC (73310) Leipsic Wind LLC (81967) Lempster Wind, LLC (51058) Locust Ridge II, LLC (81968) Locust Ridge Wind Farm, LLC (81969) Loma Vista LLC (126475) Maine Electric Power Company Inc (50796) Maine Natural Gas Corporation (76486) Maine Yankee Atomic Power Company (52100) Mainecom Services (63462) MANWEB SERVICES LTD (73315) Manzana Power Services Inc (126474) Manzana Wind LLC (81970) Mel 2 Energia Renovavel, S.A. MIBGas, SA MIDLAND WIND, LLC (73317) MINICENTRALES DELTAJO SA (73318) Minndakota Wind LLC (73319) Mohawk Solar LLC MOLINOS DE LA RIOJA S.A. (73320) Molinos del Gdacos, S.A. Montague Wind Power Facility, LLC (73321) Moraine Wind II LLC (73322) Moraine Wind, LLC (58866) Morecambe Wind Limited Morgan Solar, Inc. Mount Pleasant Wind, LLC (81933) Mountain View Power Partners III, LLC (58869) MRA Service Company Ltd. NC Energia NEOENERGIA Neoenergia Investimentos, S.A. Neoenergia Operacao e Manutencao, S.A. Neoenergia Servicios, ltda. Neotec, F.C.R. New England Wind, LLC (81971) New Harvest Wind Project LLC (73324) New York State Electric & Gas Corporation (50416) New York Transco LLC (126669) NFPA Holdings Ltd. NGET/SPT Upgrades, Ltd Norte Energia, S.A. Northern Iowa Windpower II, LLC (81949) NORVARCO (52155) Nth Power Technologies Fund I, L.P. (81934) Nuclenor, S.A. Oficina de Coordinacion de Obras de Valencia A.I.E. (OCOVAL) OMIPSGPS, S.A. Operator Mercado Iberico Polo Espanol, S.A. (OMEL) Otras Inversiones Otter Creek Wind Farm LLC (73325) Pacific Harbor Capital, Inc. (81953) Pacific Wind Development, LLC (58870) Parque de Generacion Renovable, S.A. de C.V PARQUE EOLICO CRUZ DE CARRUTERO S.L. (73328) PARQUE EOLICO DA SERRA DO ALVO, S.A. (91061) Parque Industrial de Energia Renovables Quecholac Felipe Angeles (PIER II) S.A. de C.V. Parque Industrial de Energia Renovables Quecholac Felipe Angeles (PIER IV) S.A. de C.V. Parque Industrial de Energias Renovables (PIER) S.A. de C.V. Parques Ecologicos de Mexico, S.A. de C.V. (73329) PCH Alto do Rio Grande, S.A. Peache Energias Renovables, S.A. Pebble Springs Wind LLC (73330) Peninsular Cogeneraclon, S.A. Phoenix Wind Power LLC (73333) Portiguar Sul Transmissao de Energia, S.A. PPC Renewables Rokas, S.A. Ppm Colorado Wind Ventures, Inc (73334) PPM Roaring Brook, LLC (81972) PPM Technical Services, Inc, (81936) Ppm Wind Energy LLC (73335) Producciones Energetica de Castilla Leon, S.A. Producciones Energeticas Asturianas, S.L. PRODUCTOS Y SERVICIOS DE CONFORT SA. (63472) Promociones La Malinche, S.A. de C.V. Providence Heights Wind, LLC (81950) Proyecto Alternative Energetica de Mexico, S.A, de C.V. Proyecto Nunez de Balboa, S.L. Reino de Don Quijote, S.A. Renovables de la Ribera, LC RGS Energy Group Inc (73337) Ricari, Desarrollo de Inversiones Riojanas, S.A. Rochester Gas and Electric Corporation (73338) ROKAS AEOUKI CYPRUS LIMITED (73340) ROKAS AEOUKI PELOPONNISSOS II S.A. (91269) ROKAS AEOUKI THRAKI III S.A. (91265) ROKAS CONSTRUCTIONS S.A. (73342) Rokas Hidroelectric, S.A. Rugby Wind LLC (73343) S.E. Narandiba, S.A. San Cipriano de Rueda Distribudon, LS.L. SAN LUIS SOLAR LLC (73344) Santana 1 Energia Renovavel, S.A. Santana 2 Energia Renovavel, S.A. SAREB, S.A. Scotishpower Hazelwood Ptw, Ltd. (126476) SCOTTISH POWER ENERGY NETWORKS HOLDINGS LTD (90981) Scottish Power Financial Services, Inc. (81937) SCOTTISH POWER GENERATION HOLDINGS LTD (104579) Scottish Power Group Holdings Company (81938) SCOTTISH POWER LTD (63475) Scottish Power Renewables (UK) Limited SCOTTISH POWER UK PLC (63480) SCOTTISH POWER (DCL) LTD (63482) SCOTTISH POWER (SCPL) LTD (63484) SCOTTISH POWER ENERGY MANAGEMENT (AGENCY) LTD (63486) SCOTTISH POWER ENERGY MANAGEMENT LTD (63487) SCOTTISH POWER ENERGY RETAIL LTD (63488) SCOTTISH POWER GENERATION LTD (63489) ScottishPower International Group Holdings Company (81940) SCOTTISHPOWER INVESTMENTS LTD (63490) SCOTTISHPOWER OVERSEAS HOLDINGS LTD (63493) SCOTTISHPOWER RENEWABLE ENERGY LTD (73348) ScottishPower Renewables (UK Assets) Ltd SCOTTISHPOWER RENEWABLES (WODS) LTD (90978) Seed capital Bizkaia Bi, F.C.R. Seed capital Bizkaia, F.C.R. Seed Capital Bizkaia, S.A. Selectusonline Ltd Iberdrola Energia Tamazunchale, S.A. de C. V. Servicios de Operacion Eoloelectrica de Mexico, S.A. de C.V. (63495) Servicios de Operacionn la Laguna, S.A. de C.V. (63496) Servicios Industriales y Administrativos Noreste Sever RJ Participacioes S.A. Shiloh I Wind Project LLC (81952) Siemans Gamesa Renewable Energy, S.A. SISTEMAS ENERGETICOS ALTAMIRA S.A. (73352) SISTEMAS ENERGETICOS CHANDREXA S.A. (63497) Sistemas Energetlcos Conexion Hueneja, S.L SISTEMAS ENERGETICOS DE LA LINERA SA (73353) SISTEMAS ENERGETICOS LA GOMERA SA (90726) SISTEMAS ENERGETICOS LA HIGUERA SA (90725) Sistemas Energeticos La Muela, S.A. SISTEMAS ENERGETICOS MAS GARULLO S.A. (63499) Sistemas Energeticos Moncayo, S.A. SISTEMAS ENERGETICOS NACIMIENTO SA (90742) SISTEMAS ENERGETICOS TACICA DE PLATA SOCIEDAD ANONIMA. (73356) SISTEMAS ENERGETICOS TORRALBA S.A. (63500) Sistemes Energetics Savalla Comtat, S.A. Smart Energy Code Company LTD SMW LTD (63501) Sociedad Bilbao Gas Hub, S.A. Sociedad Distribuidora de Electricidad de Elorrio, S.A. SOGECAM Industrial, S.A. Solar Star Oregon II, LLC Sotaveno Galicia, S.A. South Chestnut LLC South Glens Falls Energy, LLC (73358) SP Dataserve Ltd SP Distribution Pic SP Gas Ltd SP GAS TRANSPORTATION COCKENZIE LTD (73363) SP GAS TRANSPORTATION HATFIELD LTD (73364) SP MANWEB PLC (63504) SP NETWORK CONNECTIONS LTD (90991) SP POWER SYSTEMS LTD (63505) SP Smart Meter Assets Ltd SP Transmission PLC SPAA, Ltd SPW Investments Limited St. Clements Services Ltd. Star Point Wind Project LLC (73367) Stem, Inc. Streator-Cayuga Ridge Wind Power LLC (73369) SunFinder, Inc. Suztapen, Fondo de Capital Riesgo TARRAGONA POWER S.L. (63508) Tatanga Ridge Wind LLC Tecnatom, S.A. Teenolgia Apilcacla en Procedimientos Empresariales, S.L. Tele Pires Participacoes, S.A. Teleport Bilbao TEN Transmission Company {83785) Termopernambuco The Berkshire Gas Company (63806) The Southern Connecticut Gas Company (63807) The Union Water-Power Company Thermal Energies, Inc. Tidal Power Scotland Limited TORRE IBERDROLA AIE (63511) Total Peaking Services, LLC (76490) Trimont Wind I LLC (83615) Tule Wind LLC (73376) Twin Buttes Wind II, LLC Twin Buttes Wind LLC (73377) UIL Distributed Resources LLC (126716) UIL Group, LLC UIL Holdings Corporation (54567) United Capital Investments, Inc (63809) United Illuminating Company, The (181) United Resources Inc (63810) Ventos de Arapua 1 Energia Renovavel Ventos de Arapua 2 Energia Renovavel Ventos de Arapua 3 Energia Renovavel Vinyard Wind, LLC West Valley Leasing Company, LLC (63515) WGP Acquisition, LLC Winnebago Windpower II LLC (81941) Winnebago Windpower LLC (81942) World Trade Center Bilbao Wy'East Solar, LLC Xcel Services, Inc. Xcelcom Inc Yankee Atomic Electric Company (126470) AVANGRID RENEWABLES RECEIVED MAY 2 3 2019 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU Pennsylvania EGS License Application Exhibit 8(a) Technical Fitness Technical Fitness a. EXPERIENCE, PLAN, STRUCTURE Avangrid's current retail service portfolio is summarized below: • Currently manage commercial and industrial retail load across two states and three separate utilities in the northwest United States • Portfolio includes load of nearly 50 MW and ramping up to around 100 MW in less than ten years • Avangrid is responsible for the management of over 200 load meters in the northwest portfolio • Developed and implemented products, contracts, strategy, position tracking systems, load forecasting systems and automated system interaction across multiple control areas Avangrid also has extensive experience in the PJM markets, summarized below: • Avangrid has executed and is currently providing renewable PPAs to several retail institutional and data center customers in PJM. These PPAs are not retail transactions but we interact with both the customers directly as well as the retail suppliers who sleeve the transaction. • Avangrid is active in the PJM Capacity Market. It markets capacity from 7 wind assets in 3 different zones. This activity includes all bidding and settlement activity related to the assets' capacity positions. • Avangrid's 24-hour trading desk continuously transacts both short and medium term products in PJM to manage the energy, basis and capacity risks associated with our portfolio, including our facilities in Ohio. • The trading and scheduling desk utilize PJM's "Markets Gateway" and "inSchedule" applications daily to manage our unit offerings and PPA scheduling, the same systems that our used by retail suppliers to submit daily demand bids to PJM and scheduling with the EDCs. • Avangrid has dedicated personnel actively, and in-person, participating in the PJM stakeholder process. While Avangrid as a company has not yet participated in the PJM retails markets, current Avangrid employees have extensive experience in the PJM markets, with experience and expertise in both the wholesale and retail load serving markets, from the perspective of a competitive supplier, a regulated utility, and end-users. The combined relevant PJM and Pennsylvania electric market experience of Avangrid and it's employees is concisely summarized in the table below on the next page. Current plans for operations within Pennsylvania are to serve retail electric supply to large commercial and industrial customers in conjunction with a bilateral renewable generator power purchase agreement between the retail customer and Avangrid. d. OVERSIGHT OF MARKETING Our marketing efforts will be through direct bilateral discussions with potential customers. Given our limited scope, in that we plan on only serving retail electric customers in conjunction with a bilateral renewable generator power purchase agreement between the retail customer and Avangrid, our Origination Vice-Presidents will be directly supervising our marketing efforts. Avangrid PJM Experience Non- Relevant Avangrid Team Experience PJM PA PJM Designing and implementing customized products for large C&l customers ✓ y y Serving full-requirements retail load products ✓ y y Offering full-requirements retail products y y y Negotiating and buying full-requirements/utility service on behalf of end-users y y y SfiSiiSuB Contracting and Interfacing with EDI Provider y Daily use of PJM's "Markets Gateway" and "InSchedule" applications y y Expertise in PJM cost components and accounting y y Owning and operating renewable generation y y y Scheduling renewable generation to end-users or their retail suppliers y y y Using generation assets to manage the risks of a load serving portfolio y y y Active participation in and coverage of RTO and state regulatory proceedings y y y Expert witness testimony in earliest PJM-state retail-choice proceedings y y indicates Avangrid experience indicates experience of members of the Avangrid team AVANGRID RECEIVED RENEWABLES MAY 2 3 Z0I9 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU Pennsylvania EGS License Application Exhibit 8(e) Chief Officers Pennsylvania EGS License Application Avangrid Exhibit 8(e) RENEWABLES Chief Officers Involved in Retail Operations Barrett Stambler is Vice President of Origination. Barrett has more than 30 years' experience in the renewable energy business with Avangrid Renewables and its predecessors Avangrid Renewables, PPM Energy, and PacifiCorp Power Marketing. He also worked at U.S. Windpower, Calpine, and the U.S. Department of Energy. Barrett oversees Avangrid Renewables’ wind and solar sales and marketing activities across the U.S. and manages the group responsible for monitoring and advocating for fair and competitive regional market rules for renewable energy resources. Prior to his current position, he served as managing director of renewable origination. He has been integral to the company’s wind power business from its earliest days, including its first-ever power purchase agreement for Stateline Wind Energy Center in 2001 and the development and ownership of its first wind energy facilities. Barrett holds a B.A. from Pomona College and an M.B.A. from Yale University. Diana Scholtes is Vice President, Renewable Strategies and Origination. Diana is responsible for our Western Origination efforts, and further on a national basis, the Mid-Market division focused on maximizing the value of our various operating assets, C&l Direct Access product solutions and the Environmental desk. Diana's 20 plus years of energy experience include positions at PacifiCorp, Bonneville Power Administration, Portland General Electric and UBS Energy. She has been involved in all major facets of the energy business including energy trading, operations, as well as, origination, and asset development at both the utility and merchant level. Jesse Gronner is Vice President of Business Development. Jesse is responsible for all of the company's U.S. development activities and associated pipeline of projects in development. He has over 15 years of experience in the renewable energy business, and has been with the company, including its predecessors PacifiCorp Power Marketing and PPM Energy, since November 2001. Beginning in a project management role, he has been lead project developer for numerous projects successfully placed into operations as well the Director and Managing Director for Business Development of the west region prior to assuming his current role. In total, he has been directly involved with the successful completion of over 2 GW of renewable projects. Jesse holds a B.A. in Communications from the University of Massachusetts and has done additional international coursework in both Argentina and Spain. Tim McCabe is Vice President, Power Trading. Tim has 25 years experience in the energy trading and operations business, and has been with the company since December 2005. Previously, he served as managing director of Natural Gas Trading for Duke Energy North America, and has also held senior management positions with Cinergy, Duke Energy Trading and Marketing, NP Energy, and Catex-Vitol. Tim entered the energy trading business as a physical gas trader for Natural Gas Clearinghouse (Dynegy) in the western gas market. Tim graduated from Texas A&M University with a Bachelor of Science in Petroleum Engineering in 1984, Pennsylvania EGS License Application AVANGRID Exhibit 8(e) RENEWABLES Chief Officers Involved in Retail Operations Mark Perryman is Vice President, Operations, and is responsible for the operations and performance of the company's generation assets in the United States. He manages a team of over 450 employees covering field services, operations and maintenance, dispatch and balancing for nearly 60 wind, solar and thermal assets located in 18 States with a total generating capacity of 6,886 MW. Mark has been with the company since January 2005 and has a long history in renewable power generation from plant construction, commissioning, start up, operations, maintenance, supervision and management of multiple wind projects throughout the United States. Formerly a General Electric Wind Energy employee, Mark has more than 28 years of experience in the renewable energy industry, attaining a wealth of managerial, analytical and technical omniscience throughout his career. Mark's recent continued education experience has included completing Stanford University's Energy Innovation & Emerging Technologies program, through its Center for Professional Development, and numerous other executive level development programs. Ben Lackey is General Counsel, and leads the company's legal organization, including legal support of all phases of renewable project development, power sales, major transactions and energy trading. Ben has almost 20 years of legal experience, with almost half of that in the renewables industry. Ben began his career with Cadwalader in New York and also practiced with Jones Walker in New Orleans and Tonkon Torp in Portland before joining Iberdrola in 2004. Ben earned a B.A. from Bard College and a J.D from the University of Chicago Law School. Alex Tail is Chief Compliance Officer and is responsible for implementing the company's ethical compliance framework and managing FERC compliance activities. Previously he led Internal Audit activities across both renewables and gas. Alex has also served as the Managing Director of Investment and Business Performance, with responsibility for the economic evaluation of renewable investment opportunities, market fundamentals and strategy development support. He was part of the Scottish Power acquisition team of PacifiCorp in 1998, becoming head of Strategic Policy & Analysis at PacifiCorp. He also held a variety of senior roles at ScottishPower, U.K. in the areas of strategic planning, performance management and accounting, rounding out his nearly 30 years of energy industry experience. Alex holds a Bachelor of Science degree in Electrical and Electronic Engineering from the University of Aberdeen and a Masters of Business Administration from the Edinburgh Business School. Steve Krump is Vice President, Controller and leads the accounting, financial planning and analysis, middle office, and back office functions at Avangrid Renewables. He brings over 18 years of experience in the Power & Utilities industry having served in various leadership roles throughout his career with PricewaterhouseCoopers. Most recently, Steve was responsible for managing audit and advisory services for companies in the Pacific Northwest, including renewable energy companies, as a Managing Director. Steve has a Bachelor of Arts degree in accounting from Montana State University-Billings and is a CPA in Oregon, Washington, New York, Pennsylvania, and Maryland. AVANGRID RENEWABLES RECEIVED MAY 2 3 2019 PA PUBLIC UTILITY COMMISSION SECRETARY'S BUREAU Pennsylvania EGS License Application Exhibit 10(a) ^cutedPiMRAA^OATTf-M^Docs, IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives. By: Company Name: ✓AvOUn^'^-^. Date: \ 1 1 V-^> ______U Nam» PJM Consolidated RAA Signatory Page Updated-2/12/2008 ATTACHMENT F-l Form of Umbrella Service Agreement for Network Integration Transmission Service Under State Required Retail Access Programs 1.0 This Service Agreement dated as including the Specifications For Network Integration Transmission Service Under State Required Retail Access Programs attached hereto and incorporated herein, is entered into, by and between PJM Interconnection, L.L.C. (“Transmission Provider”) as administrator of the Tariff, PJM Settlement Inc. (“Counterparty”) as the counterparty, and Avanerid Renewables. LLC. a transmission customer participating in a state required retail access program and/or a program providing for the contractual provision of default service or provider of last resort service (“Network Customer”). 2.0 The Network Customer has been determined by the Transmission Provider to have a valid request for Network Integration Transmission Service under the Tariff and to have satisfied the conditions for service imposed by the Tariff to the extent necessary to obtain service with respect to its participation in a state required retail access program. 3.0 Service under this Service Agreement shall commence on , and shall terminate on such date as mutually agreed upon by the parties, unless state law or regulations specify a limited period for service or unless earlier terminated for default under Section 7.3 of the Tariff. 4.0 The Transmission Provider agrees to provide, and the Network Customer agrees to take. Network Integration Transmission Service in accordance with the Tariff, including the Operating Agreement of the PJM Interconnection, L.L.C. (“Operating Agreement”) (which is the Network Operating Agreement under the Tariff and is incorporated herein by reference) and this Service Agreement, as they may be amended from time to time. 5.0 Any notice or request made to or by either Party regarding this Service Agreement shall be made to the representative of the other Party as indicated below. Transmission Provider (on behalf of Transmission Provider and Counterparts ) PJM Interconnection, L.L.C. 2750 Monroe Blvd. Audubon, PA 19403 Network Customer Avangrid Renewables, LLC 1125 NW Couch St. Suite 700 Portland, OR 97209 IN WITNESS WHEREOF, the Transmission Provider and the Network Customer have caused this Service Agreement to be executed by their respective authorized officials. Transmission Provider Bv. Vice President - Operations Name: Michael E. Bryson Title late Counterparty; President Title ite Network Customer Vice President, Renewable Strategies 11 & l£i Title Date Name: 22 myAird Title: ^onzed Representatit,rt SPECIFICATIONS FOR NETWORK INTEGRATION TRANSMISSION SERVICE PURSUANT TO STATE REQUIRED RETAIL ACCESS PROGRAMS Term of Service: The term of service under this Service Agreement shall be from Msery-tlisZ // Jid/£ until terminated by mutual agreement of the parties, unless state law or regulations specify a limited period for service or unless earlier terminated for default under Section 7.3 of the Tariff. Network Operating Agreement: In accordance with Section 29.1 of the Tariff, the Network Customer must be a member of PJM Interconnection, L.L.C. and a signatory to the Operating Agreement. Network Load and Network Resources: The Network Customer shall be responsible for the Transmission Provider receiving the information pertaining to Network Load, Networic Resources, and Behind The Meter Generation described in this section. Such information shall be provided in accordance with procedures established by the Transmission Provider. With respect to service requests under this umbrella Service Agreement, the Transmission Provider will deem the provision of the information specified in this section as complying with the application requirements set forth in Section 29.2 of the Tariff. 3.1 Network Load: For Network Load within the PJM Region, the Network Customer shall arrange for each electric distribution company (“EDC”) delivering to the Network Customer’s load to provide directly to the Transmission Provider, on a daily basis, the Network Customer’s peak load (net of operating Behind The Meter Generation, but not to be less than zero, unless such generation is separately metered and reported to PJM), by bus, coincident with the annual peak load of the Zone as determined under Section 34.1 of the Tariff. The peak load shall be expressed in terms of tenths of a megawatt and shall include all losses within the PJM Region, including other transmission losses, and distribution losses. Unless a more specific bus distribution is available, the EDC may provide a bus distribution for the Network Customer’s peak load proportional to the bus distribution for all of the load in the Zone. The information must be submitted directly to the Transmission Provider by the EDC, unless the Transmission Provider approves in advance another arrangement. For Non-Zone Network Load, the Network Customer shall provide to the Transmission Provider, on a daily basis, the Network Customer’s peak load, by interconnection at the border of the PJM Region, coincident with the annual peak load of such area as determined under Section 34.1 of the Tariff. The peak load for such Non-Zone Network Load shall be expressed in terms of tenths of a megawatt and shall not include losses within the PJM Region. Unless a more specific bus distribution is identified and node definition requested, a service request shall be granted upon submission of the information set forth in this Section 3.1 without any further confirmation procedures. If a Network Customer under this Service Agreement, prior to the commencement of service or at any time after the commencement of service, identifies a more specific bus distribution and requests a node definition for all or part of its Network Load that is served under state required retail access programs, the Network Customer shall notify both the Transmission Provider and the electric distribution company pursuant to the notification procedure and schedule set forth in the PJM manuals. The Transmission Provider, exercising its independent judgment and expertise, shall have the authority to resolve any difference of opinion that may arise between the Network Customer and the electic distribution company as to the applicable bus distribution or node definition. If confirmed, the more specific bus distribution will not be used for billing and settlement purposes, however, until the notification procedure set forth in the PJM manuals is completed, and in no event until June 1, to correspond with the commencement of the annual planning period. 3.2 Network Resources: The Network Customer, as necessary, shall designate from time to time its Network Resources. In the event the Network Resource to be designated is Behind The Meter Generation, the designation must be made before the commencement of a Planning Period as that term is defined in the Operating Agreement and will remain in effect for the entire Planning Period. Such Network Resources must be acceptable to the Transmission Provider as Network Resources in accordance with the Tariff and the Operating Agreement, Designations of resources that have not previously been accepted as Network Resources of any Network Customer or Transmission Customer shall include the information set forth in Section 29.2(v) of the Tariff. Changes in the designation of Network Resources will be treated as an application for modification of service. The Network Customer shall confirm the acceptance of a Network Resource within 15 days of the completion of a System Impact Study or 30 days after completion of a Facilities Study, as is applicable. The Transmission Provider will maintain a current list of Network Resources, which shall be updated from time to time. 3.3 Hourly Load: The Network Customer and/or the EDCs delivering to the Network Customer’s load shall provide to the Transmission Provider, on a daily basis, hourly loads and an associated bus distribution for the Network Load. For Network Load within the PJM Region, hourly loads required under this Section shall include all losses within such area, including transmission losses, and distribution losses. The Network Customer shall notify the Transmission Provider whether the Network Customer or the EDC will submit the hourly loads. The submitted load values will include losses and shall be reduced using the applicable loss factor determined by the Transmission Provider whenever a billing determination is calculated under the Tariff without losses. 3.4 Energy Schedules: The Network Customer shall schedule energy for its hourly loads in accordance with the Appendix to Attachment K of the Tariff. 3.5 Interruptible Loads: The Network Customer shall inform or shall arrange for each EDC delivering to Network Customer’s load to inform Transmission Provider about the amount and location of any interruptible loads included in the Network Load. This information shall include the summer and winter peak load for each interruptible load (had such load not been interruptible), that portion of each interruptible load subject to interruption, the conditions under which an interruption can be implemented, and any limitations on the duration and frequency of interruptions, 3.6 Procedures for Load Determination: The procedures by which an EDC will determine the peak and hourly loads reported to the Transmission Provider under Sections 3.1 and 3.3 may be set forth in a separate schedule to the Tariff for each EDC. 3.7 Behind The Meter Generation: For Behind The Meter Generation of a Network Customer that requires metering pursuant to section 14.5 of the Operating Agreement, the Network Customer shall arrange for the Transmission Owner or EDC to provide directly to Transmission Provider information pertaining to such Behind The Meter Generation and the total load at its location as necessary for PJM’s planning purposes. 4.0 Energy Imbalance Service: The Network Customer will receive Energy Imbalance Service from the Transmission Provider in accordance with Schedule 4 of the Tariff. Energy Imbalance Service is considered to be PJM Interchange and will be charged at the Locational Marginal Price determined pursuant to Section 2 of the Appendix to Attachment K of the Tariff. 5.0 Reconciliation Billing: For Network Load within the PJM Region, to the extent required, the Transmission Provider will reconcile the Network Customer’s hourly energy responsibilities as initially reported to Transmission Provider and its hourly energy consumption based on, or estimated from, metered usage, and provide corresponding charges and credits to Network Customer. Such reconciliation, if required, shall be made at the applicable rate. 6.0 Designation of party subject to reciprocal service obligation: The Network Customer shall comply with Section 6 of the Tariff. 7.0 NamefsJ of anv Intervening Systems providing transmission service: To the extent any Network Resources are located outside the PJM Region, the list of Network Resources maintained by the Transmission Provider referenced in Section 3.2 of these specifications, shall identify any intervening systems needed to deliver those Network Resources to the Network Customer’s retail load. 8.0 Charges: Service under this Service Agreement may be subject to some combination of the charges detailed below. (The appropriate charges for individual transactions will be determined in accordance with the terms and conditions of the Tariff.) 8.1 Embedded Cost Transmission Charge: The embedded cost transmission charge shall be determined in accordance with the formula set forth in Section 34 of the Tariff. 8.2 System Impact and Facilities Study Charges: To the extent Network Resources are located outside, or a new resource is added to, the PJM Region, a System Impact Study and/or Facilities Study Agreement and related charges may be required pursuant to Section 32 of the Tariff. 8.3 Direct Assignment Facilities Charge: To the extent that facilities or portions of facilities must be constructed by a Transmission Owner for the sole use or benefit of the Network Customer to accommodate the service requested by the Network Customer, the Network Customer shall be responsible for the cost of such Direct Assignment Facilities, and the charges for such facilities shall be specified at the time that the Transmission Provider determines the facilities that are needed to provide the requested service. 8.4 Ancillary Services Charge: In addition to Energy Imbalance Service, Transmission Provider shall bill the Network Customer for ancillary services in accordance with Schedules 1, 1-A, 2, 3, 5, 6, and 9 of the Tariff. To the extent required, the ancillary services charges shall also be reconciled based on any differences between the Network Customer’s hourly energy responsibilities as initially reported to Transmission Provider and its hourly energy consumption based on, or estimated from, metered usage. 8.5 Other Supporting Facilities Charge: None. 8.6 [Reservedl 8.7 Other Charges: Transmission Provider shall charge Network Customer any and all other charges set forth in the Tariff applicable to providing Network Integration Service. Designated Agent: To the extent that a Designated Agent for one or more Network Customers provides to the Transmission Provider any of the information required by these Specifications, it shall provide the information separately for each Network Customer. CERTIFICATION I, Diana Scholtes. certify that I am a duly authorized officer of Avanerid Renewables. LLC (Network Customer) and that Avanerid Renewables. LLC (Network Customer) will not request service under this Service Agreement to assist an Eligible Customer to avoid the reciprocity provision of this Open-Access Transmission Tariff. Vice President. Renewable Strategies (Title) ubscribed and sworn before me this day of MoUflujay, (Notary Public) OFFICIAL STAMP KATHLEEN M O’CONNELL-EGGENS NOTARY PU8UC-OREGON COMMISSION NO. 935359 My Commission expires: 01 jlH /Zdtf MY COMMISSION EXPIRES JANUARY 19,2019 https://www.fedex.com/shipping/html/en/PrmtlFrame.html ZINA PORTLAND, - to SUtTE eaiii M 1125 XH UNfTED AVANGRID ORIGIN (610)425-0824 PO NV. 400 HARRISBURG PENNSYLVANIA SECRETARY NW PARKS ... 700 ID:MRIA STATES 7752 COUCH NORTH RENEWABLES OR MDTA 97209 US STREET 9352 (503) STREET, PA 796-7158 0175 PUBLIC 17120 REF KEYSTONE RU02J06031 UTILITY DEPT: PRIORITY ACTWGT: BILL CAD: SHIP FRI SENDER DATE: 9842598/INET4100 BUILDING COMMISS - 1.00 24 23MAY19 pa LB OVERNIGHT MAY - us 17120 10:30A MDT | S 565J1. < e li •81 *5 ® u ^ c B)C -3 — a. 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