Control Number: 45249

Item Number: 1

Addendum StartPage : 0 Pursuant to PUC SUBSTANTIVE RULE § 25 .109 45249 Registration Form for Power Generation Companies and Self-Generators

Part A - Type of Registration

Check only one of the following. q New self-generator registration q Amending self-generator registration q New power generation company registration q Amending PGC registration New EWG/PGC

If filing an amendment, check all applicable boxes and fill in only the sections of this form that are applicable to your amendment: ^.a ^ C^n -• C:D q Name change amendment q Facility/output capacity charj^j c-') ^ a'y3 q Change in ownershi p/control q New generating plant/facilit?F q Registration relinquishment q Other M M sa

Registration number: G; •: ^"

C> «.d Provide an explanation, if necessary:

I Part B - Applicable to Registration of Self-Generators

1. Registering Party Legal name:

Texas business address:

City: ZIP: Principal place of business: Co ntact Info rmati o n (fo r all co mmunicatio ns)

Name: Title: Address:

City: State: ZIP: 78701

Email: Phone: Fax:

Updated: 1/4/13 Registration Form for Power Generation Companies and Self-Generators Page 1 of 5 Part C - Applicable to Registration of Power Generation Companies

1. Registering Party

Legal name: COLBECK'S CORNER, LLC Trade/commercial name: "COLBECK'S CORNER" OR "GRANDVIEW II" business address: 701 BRAZOS ST, STE 1400

City: AUSTIN ZIP: 78701 Principal place of business: CHICAGO, IL Contact Informati on (fo r all co mmunicati ons) Name: KARIN SCHWEITZER Title: MANAGER, REGULATORY COMPLIANCE Address: 701 BRAZOS ST, STE 1400

City: AUSTIN State: TX ZIP: 78701 Email: [email protected] Phone: 512-482-4023 Fax: . 3. Names an d types b usiness of the registering pa rty's co rporate pa rent com pa nies pe rcentages . ownershi p Name ( press Enter Key for multiple entries) Types of business % of ownership E.ON CLIMATE & RENEWABLES NORTH AMERICA, LLC POWER GENERATION 100 4. De scri ptio n of the types of services p rovi ded bpa rty rtain to generati o n the . electricity pe ELECTRICITY GENERATOR

5. Name an d co rpo rate relationshi p . buys an d sells electricity at wholesale in Texas, sells electricity at retail in Texas, • . munici pa lly own ed utility in Texas Name (press Enter Key for multiple entries) Corporate relationship EC&R QSE, LLC CHAMPION , LLC AFFILIATES FOREST CREEK WIND FARM, LLC INADALE WIND FARM. LLC i&II, LLC EC&R PANTHER CREEK WIND FARM 111, LLC PAPALOTE CREEK I. LLC PAPALOTE CREEK IL, LLC MAGIC VALLEY WIND FARM I. LLC PYRON WIND FARM. LLC LLC SAND BLUFF WIND FARM, LLC 4NACACHO WIND FARM, LLC 3RANDVIEW WIND FARM, LLC E ON GLOBAL COMMODITIES. LLC applicab le, to this . Su pp lemental Informati o n, descri bed in the Instructio ns , la bel ed "Attachment

Updated: 1/4/13 Registration Form for Power Generation Companies and Self-Generators Page 2 of 5 Updated: 1/4/13 Registration Form for Power Generation Companies and Self-Generators Page 3 of 5 Part D - Applicable to all Registering Parties

AFFIDAVIT (Must be notarized by a public notary in and for the State of Texas)

STATE OF TEXAS § COUNTY OF b

BEFORE ME, the undersigned authority, on this day personally appeared the undersigned, who, after being duly sworn, stated on his or her oath that he or she is entitled to make this Affidavit, and that the statements contained below and in the foregoing are true and correct.

Check one of the following boxes: q I am an authorized representative of the registering party, which is a self-generator. ® I am an authorized representative of the registering party, which is a power generation company and swear that the company: (A) Generates electricity that is intended to be sold at wholesale; (B) Does not own a transmission or distribution facility in this state other than an essential interconnecting facility, a facility not dedicated to public use, or a facility otherwise excluded from the definition of "electric utility" under PUC SUBSTANTIVE RULE 25.5; and (C) Does not have a certificated service area.

I swear or affirm that I have personal knowledge of the facts stated in the attached registration, that I am competent to testify to them, and that I have the authority to submit this registration form on behalf of the registering party. I further swear or affirm that all statements made in the registration form are true, correct and complete and that any substantial changes in such information will be provided to the Public Utility Commission of Texas in a timely manner. I swear or affirm that the registering party understands and will comply with all requirements of the applicable law and rules.

^(-k'LJL -- dQ igna re of Authorized Representative

Printed Name

l.f"&rc W, Name of Registering Party

Sworn and subscribed before me this /A-day of A(A ..2 0!^- Month Year

^•!: !tti^ JENNIFER ANN TAYLOR ^ = Notary Public, State of Texas My Commission Expires ( Notary Public inand llt pN March 22, 2018 ^for the State of Texas

Updated: 1/4/13 Registration Form for Power Generation Companies and Self-Generators Page 4 of 5 * ^ 0 o .-0 ^ °D a d a LLI H C _Z t Op co a ^ O co 3C Q^ o M CL G 0 fC Q 0 v N U ^ C 0 Y_ 3•°00 N m 0 ° U U lC ^ L1J ^ f6 40 Vf 41 0 N (.! ^ z U c a f0 C H J C H ^ qA ^ C i ^ GJ Q f^6 C m Cr) G1 ^ tL0 ^ ^ r fl° y U W 0 O ^ Z G ^ ^ d+ z V1 ^ C R v 0 00 N CD C 0 ^ MA M U c E m 0 O L m a^ ^ d r 0 0 V E 0 C v-ca tt x O (7 A O M N ^- :I- H s U ^ 0 z ^ ^ m to ^ C C fa F N ^ ^ t6 U Vf y Z) M N C ^ 0 ° a^ r U ^ ^ tw a 00 y s 0.) x N U e1' ^ f0 ^ N v N ^, R i ao r.^ ca ^ q q q q q q q q q q q d O s W y m O G1 E edD ^ M ^ ^ v wm ^ in ^ N C E m m^ a+ m^ E L U W W ^ M Z ^ X ^ -i •.^. N V 00

C) 0 * ^ UNITED STATES OF AMERICA BEFORE THE FEDERAL ENERGY REGULATORY COMMISSION

Colbeck's Corner, LLC ) Docket No. EG15- -000

NOTICE OF SELF-CERTIFICATION OF EXEMPT WHOLESALE GENERATOR STATUS

Pursuant to the Public Utility Holding Company Act of 2005 ("PUHCA 2005")' and Section 366.7(a) of the regulations of the Fedcral Energy Regulatory Commission

("Commission"),2 Colbeck's Corner, LLC ("Colbeck's Corner") hereby submits this notice of

self-certification that it is an exempt wholesale generator (`BWG") as defined in Section 366.1

of the Commission's rcgulations.3

1. CORRESPONDENCE AND COMMUNICATIONS

All correspondence and communications regarding this notice should be sent to the

following persons who are authorized to receive service:

Bruce A. Grabow Jim Klempir Locke Lord LLP E.ON Climate & Renewables 7018" Street, NW North America, LLC Suite 700 353 N. Clark Street, 30th Floor Washington, DC 20001 Chicago, IL 60654 (202) 220-6991 (312) 245-3010 [email protected] [email protected]

II. DESCRIPTION OF COLBECK'S CORNER, FACILITY AND ACTIVITIES

A. Colbeck's Corner

Colbeck's Corner is a limited liability company formed under the laws of the State of

Delaware ( f/k/a and now d/b/a Grandview Wind Farm II, LLC, a Delaware limited liability company). Colbeck's Corner is an indirect, wholly-owned subsidiary of E.ON Climate &

'Pub. L. No. 109-58, 119 Stat. 594 (2005). 2 18 C.F.R. § 366.7(a)(2015). 3k1. §366.1.

1 ^ Renewables North America, LLC ("ECRNA"), a Delaware limited liability company, which is an

exempt holding company in the business of developing or acquiring, through subsidiaries, electric

generation facilities in the United States. ECRNA is wholly-owned by E.ON US Corporation

("E.ON US"), a Delaware corporation. In turn, E.ON US is an indirect, wholly-owned subsidiary

of E.ON SE, a German company.

Colbeck's Corner is constructing and will own and operate an approximate 200.48 MW

wind powered electric generation facility and certain related generation interconnection facilities

located in Carson and Gray Counties, Texas (the "Facility"). The Facility is expected to

commence commercial operations by the end of July 2016. The Facility will be comprised of

generators and associated facilities and equipment necessary for the generation of

power at wholesale. The Facility will include electric interconnection facilities necessary to

effectuate Colbeck's Corner's wholesale power sales. Colbeck's Corner will own the electric

interconnection facilities that consist of generator leads, step-up transformers, substations and/or

other related appurtenant equipment to the point of interconnection. The Facility will be

interconnected with the transmission system owned by Sharyland Utilities, L.P. ("Sharyland")

located within the Electric Reliability Council of Texas. Colbeck's Corner will sell electric

energy and capacity produced from the Facility exclusively at wholesale.

B. Co-Tenancy Agreement

Colbeck's Corner has entered into a co-tenancy agreement with Grandview Wind Farm,

LLC, a Delaware limited liability company ("GV"), EC&R Development, LLC, a Delaware

limited liability company ("Phase III Generator") (collectively herein "GV Companies") and

EC&R O&M, LLC, a Delaware limited liability company (the "Co-Tenancy Manager"). The

2 ^ GV Companies will be located adjacent to each other. The GV Companies and the Co-Tenancy

Manager are subsidiaries of ECRNA.

GV is an approximate 211.22 MW wind farm located in Carson County, Texas. GV is

connected to Sharyland's grid. GV is an EWG.4

Phase III Generator is projected to be a 187.5 MW wind farm located in Carson and Gray

Counties, Texas. Phase III Generator is anticipated to achieve commercial operation in 2016.

Phase III Generator will obtain EWG status.

The co-tenancy agreement provides for the joint ownership and use right of certain

interconnection and transmission facilities ("co-tenant facilities") that connect to Sharyland's grid to facilitate wholesale sales of power. The co-tenant facilities will include (1) a gen-tie line

(the 345 kV co-tenant transmission line from the common co-tenant substation to Sharyland's

dead-end structure within its Alibates Substation, (2) co-tenant substation, (3) co-tenant

transmission lines and (4) necessary poles, switching station and all other interconnection and

transmission facilities and improvements contemplated for shared ownership and use to connect

to Sharyland's grid.

The co-tenancy agreement and/or the underlying shared premises easements (as defined

in the co-tenancy agreement) provide for joint ownership and use of access and patrol roads to

facilitate development and maintenance of the respective wind farm projects. The co-tenancy

agreement and/or the underlying shared premises easements also provide that costs to operate

and maintain the co-tenancy facilities, the shared easements and the roads will be shared pro rata based on their respective undivided ownership interests as described in the co-tenancy agreement. Further, if one party incurs costs to support the needs of another party in connection

° See Grandview Wind Farm, LLC et al., Notice Of Effectiveness Of Exempt Wholesale Generator OrForeign Utility Company Status, Docket No. EG 14-45-000, et al., issued Aug. 4, 2014; Grandview Wind Farm, LLC, Notice of Non- Material Change In Facts, No. EG 14-45-000, Jan. 14, 2015. 3 with the jointly-owned facilities, the co-tenancy agreement provides for the benefiting party to

reimburse the initial party for its costs incurred.

The Commission has found that an EWG's undivided ownership interest in

interconnection facilities and related infrastructure used among EWGs to effectuate wholesale

sales of power is permissible.5

C. Other Incidental Activity

In connection with owning and operating the Facility, Colbeck's Corner may also engage

in the following incidental activities that the Commission has found to be permissible EWG

activities:

• sell ancillary services available from the Facility which are incidental to, and by-products of, the Facility's operations as a wholesale power generator;' • reassign excess transmission rights consistent with the Commission's requirement that such reassignment be limited to transmission rights that Colbeck's Corner obtains for the purpose of making wholesale sales of electric energy;'

• purchase and sell congestion revenue rights that Colbeck's Corner needs for the Facility's wholesale power sales;8

• resell excess fuel supplies or assign its excess fuel transportation capacity provided that such sales be made only if such fuel supplies or transportation were originally contracted by Colbeck's Corner to operate the Facility;9

5 See, e.g., Notices of Self-Certification of EWG Status filed by Grand Ridge Energy LLC, Grand Ridge Energy II LLC, Grand Ridge Energy III LLC, Grand Ridge Energy IV LLC and Grand Ridge Energy V LLC, Docket Nos. EG09-60-000, EG09-61-000, EG09-62-000, EG09-63-000 and EG09-64-000, Jun. 25, 2009. These EWG self- certifications were granted by the Commission. See Grand Ridge Energy, LLC, el al., al., Docket Nos. EG09-60-000, et Notice Of Effectiveness Of Exempt Wholesale Generator Status, issued Sept. 10, 2009. Each self-certification explained that the EWG would own undivided ownership interests in interconnection facilities and related infrastructure with the other EWGs. 6 The Commission has recognized that the sale of the following ancillary services are consistent with EWG status: reactive power and voltage support, regulation and frequency response services, load following, energy balancing services, spinning and supplemental reserves, and blackstart capability, and other ancillary services consistent with the Commission's rules or as otherwise permitted by the Commission. Oakland, LLC, See, e.g., Duke Energy 7 83 FERC ¶ 61,304 (1998); Sithe Framingham, LLC, 83 FERC ¶ 61,106 ( 1998). See CNG Power Services Corp., 71 FERC ¶ 61,026 at 61,103-04 ( 1995). x See Duquesne Power, LP, 106 FERC ¶ 61,104 (2004). 9 See Selkirk Cogen Partners, L.P., 69 FERC ¶ 61,037 at 61,168-69 ( 1994). 4 9 • trade emission allowances consistent with the Commission's limitation that an EWG may only engage in such trading so long as the emission allowances were originally obtained in the normal course of operating the Facility;10

• sell "green" power certificates or renewable energy credits consistent with the Commission's limitation that an EWG may sell such certificates or credits where they are associated with power produced by the Facility;"

• lease or rent property to third parties, but to the extent a lease arrangement is not reasonably related to Colbeck's Corner's generation business and a rental fee is received above a nominal amount, Colbeck's Corner will, consistent with EWG precedent, donate or transfer such rental revenues to a non- affiliated entity;12

• engage in project development activities associated with the Facility. Such project development activities may include, but are not necessarily limited to, the following activities: due diligence; site investigations; feasibility studies; preliminary design and engineering; licensing and permitting; negotiation of asset and land acquisitions; negotiation of contractual commitments with lenders, equity investors, governmental authorities and other project participants and such other activities as may be necessary to financially close on eligible facilities; negotiation of power sales contracts; equipment purchases; fuel supply; engineering, construction, interconnection, and related matters; preparation and submission of bid proposals; and development of financing programs related to owning or operating the Facility and/or additional electric generation facilities that satisfy the criteria for EWG status; 13 and

• engage in other activities incidental to the sale of electric energy at wholesale that are consistent with the Commission's EWG precedent.

III. COLBECK'S CORNER'S REPRESENTATIONS REGARDING EWG STATUS

Consistent with Section 366.1 of the Commission's regulations, Colbeck's Corner makes

the following representations to demonstrate that it satisfies the requirements for EWG status:

See UGI Development Co., 89 FERC 161,192 (1999). See Madison Windpoiver, LLC, 93 FERC ¶ 61,270 (2000). See, e.g., Duke Energy Hot Spring, LLC, 98 FERC ¶ 61,287 (2002); PSEG Fossil, LLC, et al., (2001). 95 FERC ¶ 61,405 13 See Coastal Nejapa Ltd, 71 FERC ¶ 61,081 (1995). Colbeck's Comer will, to the extent required by the Commission, file a new notification of EWG status if it acquires ownership and/or operating interests in any additional Eligible Facilities or EWGs not described herein. 5 ^^ A. Colbeck's Corner will be engaged directly and exclusively in the business of

owning or operating, or both owning and operating, all or part of one or more Eligible Facilities14

and selling electric energy at wholesale. The Facility, as described in Section II above including

the co-tenancy facilities, is an Eligible Facility because it will be used for the generation of

electric energy exclusively for sale at wholesale. The other activities described in Section II

above in which Colbeck's Corner may engage are, consistent with Commission precedent,

incidental to the wholesale generation business and will not violate the EWG exclusivity

requirement.

B. Colbeck's Corner will not make any sales of power at retail. C. The Facility will be interconnected with the transmission facilities of Sharyland.

Other than those interconnection facilities (including the co-tenancy facilities) that are necessary

to effectuate the Facility's wholesale power sales, the Facility does not include any transmission

or distribution facilities.

D. There will be no lease of the Facility to any Public-Utility Company.15 , E. No rate or charge for, or in connection with, the construction of the Facility or for

electric energy produced by the Facility was in effect under the laws of any state as of October

24, 1992. Accordingly, no state commission determinations pursuant to Section 32(c) of PUHCA 1935 are required.

F. No portion of the Facility will be owned or operated by an Electric Utility

Company that is an Affiliate or Associate Company16 of Colbeck's Corner. 17

14 Section 366.1 of the Commission's regulations adopts by reference Section 32(a)(2) of the Public Utility Holding Company Act of 1935 (as amended, "PUHCA 1935"), 15 U.S.C. § 79a 5a(a)(2), which defines the facilities ( term eligible "Eligible Facilities"). Thus, the term Eligible Facilities as used herein has the meaning ascribed to it in Section 32(aX2) of PUHCA 1935. 15 The term "Public-Utility Company" has the meaning ascribed to it in Section regulations. 366.1 of the Commission's 16 The terms "Electric Utility Company," "Affiliate" and "Associate Company" have the meanings ascribed to them in Section 366.1 of the Commission's regulations. 6 11 In accordance with Section 366.7(a) of the Commission's regulations, 18 a copy of this

notice of self-certification is being served upon the Public Utility Commission of Texas.

IV. CONCLUSION

For the reasons set forth in this notice of self-certification, Colbeck's Corner satisfies the

requirements for EWG status.

Respectfully submitted,

/s/Bruce A Grabow Bruce A. Grabow Locke Lord LLP 7018 1h Street, NW, Suite 700 Washington, DC 20001

Counselfor Colbeck's Corner, LLC Dated: September 17, 2015

" The Commission has interpreted Section 32(d)(1) of PUHCA 1935, incorporating the definition of "exempt wholesale generator" in Section 366.1 of the Commission's regulations, "as not precluding co-ownership (or joint operation) by affiliated EWGs." See 2, LLC, 118 FERC 161,069 at P 13 (2007). is 18 C.F.R. § 366.7(a).

12 UNITED STATES OF AMERICA FEDERAL ENERGY REGULATORY COMMISSION

Colbeck's Corner, LLC Docket No. EG15- -000

NOTICE OF SELF-CERTIFICATION OF EXEMPT WHOLESALE GENERATOR STATUS

(September _, 2015)

Take notice that on September 17, 2015, Colbeck's Corner, LLC ("Applicant") filed a Notice of Self Certification demonstrating that the Applicant is an exempt wholesale generator within the meaning of section 366.1 of the Commission's regulations.

Any person desiring to intervene or to protest this filing must file in accordance with Rules 211 and 214 of the Commission's Rules of Practice and Procedure (18 C.F.R. §§ 385.211 and 385.214). Protests will be considered by the Commission in determining the appropriate action to be taken, but will not serve to make protestants parties to the proceeding. Any person wishing to become a party must file a notice of intervention or motion to intervene, as appropriate, pursuant to 18 C.F.R. § 385.214. Anyone filing an intervention or protest must serve a copy of that document on the Applicant. Anyone filing an intervention or protest on or before the intervention or protest date need not serve motions to intervene or protests on persons other than the Applicant.

The Commission encourages electronic submission of protests and interventions in lieu of paper using the "eFiling" link at http://www.ferc.gov. Persons unable to file electronically should submit an original and 14 copies of the protest or intervention to the Federal Energy Regulatory Commission, 888 First Street, N.E., Washington, D.C. 20426.

This filing is accessible on-line at http://www.ferc.gov, using the "eLibrary" link and is available for review in the Commission's Public Reference Room in Washington, D.C. There is an "eSubscription" link on the web site that enables subscribers to receive email notification when a document is added to a subscribed docket(s). For assistance with any FERC Online service, please email [email protected], or call (866) 208-3676 (toll free). For TTY, call (202) 502-8659.

Kimberly D. Bose Secretary

13 CERTIFICATE OF SERVICE

I hereby certify that the foregoing Notice of Self-Certification of Exempt Wholesale

Generator Status was served this l7th day of September, 2015, by first-class mail, postage prepaid, upon the Public Utility Commission of Texas.

/s/Bruce A Grabow

Bruce A. Grabow Locke Lord LLP 701 8I" Street, NW Suite 700 Washington, DC 20001 Tel: (202) 220-6991 [email protected]

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