111 111 11 11 111111 11 11 ntrol N mber: 47080

11111111111111 ll Iteim Number: 1

Addendum StartPage: 0 RrCF1, DOCKET NO 47080 2017 APR I 9 AM 10: 03 PCOLIC UTILITY CGM531Gri FILING CLERK APPLICATION OF TOPAZ WIND, LLC BEFORE THE PURSUANT TO SECTION 39.158 OF PUBLIC UTILITY COMMISSION THE PUBLIC UTILITY REGULATORY OF TEXAS ACT

APPLICATION OF TOPAZ WIND, LLC PURSUANT TO SECTION 39.158 OF THE PUBLIC UTILITY REGULATORY ACT

TO THE HONORABLE PUBLIC UTILITY COMMISSION OF TEXAS:

Pursuant to Sections 39.158 and 39.154 of the Public Utility Regulatory Act ("PURA"),1

Topaz Wind, LLC ("Topaz" or "Applicant") submits this Application for approval of a transaction in Which EFS Renewables Holdings, LLC ('EFS") and BAL Investment & Advisory,

Inc. ("BALIA" and together with EFS, the "Investors") will purchase passive Class B membership interests in Topaz (the "Transaction"). The Transaction is expected to close as soon

possible following Commission approval, but on or before August 17, 2017, and therefore, this Application is timely filed.2 In support of this Application, Applicant respectfully shows as follows:

I. INTRODUCTION AND BACKGROUND

NextEra Energy Resources, LLC ("NextEra Energy Resources") indirectly owns 100 percent of the equity interests in Topaz. Topaz owns a portfolio of wind generation assets, which portfolio includes direct ownership of Callahan Wind, LLC and Horse Hollow Wind, LLC

(collectively, the "Project Companies"). The Project Companies currently own and operate existing wind generation facilities located in Taylor County, Texas, both of which are

1 TEX. UTIL. CODE A. §§ 11.001-66.016 ("PURA").

2 PURA § 39.158(a) (requiring that an application be filed 120 days before the proposed closing date).

1

1 interconnected to the Electric Reliability Council of Texas, Inc. ("ERCOT") grid through transmission facilities owned and operated by AEP Texas North Company and LCRA

Transmission Services Corporation. Specifically, Callahan Wind, LLC owns and operates the

Callahan Divide Wind Energy Center, a 114 MW wind generation facility ("Callahan Divide").

Horse Hollow Wind, LLC owns and operates the Horse Hollow Wind Energy Center 1, a 213

MW wind generation facility ("Horse Hollow Wind 1).3

NextEra Energy Resources also indirectly owns equity interests in other generation facilities located in ERCOT and adjacent•power regions. NextEra Energy Resources indirect equity interests in generation capacity that is currently installed or will be installed within the next 12 months in ERCOT total 311.08 MW.

Through the Transaction, Investors each will purchase passive Class B membership interests in Topaz. NextEra Energy Resources will continue to hold equity interests in Topaz, which interests will be the Class A managing interests. Collectively, Investors and their respective affiliates also own passive equity interests directly or indirectly in other currently installed and expected to be installed generation facilities in ERCOT totaling approximately

394.4 MW.4 As passive equity interest holders, Investors will have no management or control over Topaz, the Project Companies, the New Project Companies, or the sale of electricity from

3 Prior to the Transaction closing, the current Project Companies will transfer their interests in the projects to two new project companies that will be direct, wholly owned subsidiaries of Topaz Wind, LLC and indirect, wholly owned subsidiaries of NextEra Energy Resources, LLC. Specifically: (1) Callahan Wind, LLC will transfer the Callahan Divide project to the newly created Callahan Wind Divide, LLC; and (2) Horse Hollow Wind, LLC will transfer the Horse Hollow Wind 1 project to the newly created Horse Hollow Wind I, LLC. Callahan Wind Divide, LLC and Horse Hollow Wind I, LLC are referred to in this Application as the "New Project Companies."

4 Applicant and Investors also own generation facilities that are installed or will be installed within the next 12 months in power regions adjacent to ERCOT. As described below, Applicant has assumed, for simplicity and for purposes of this Application only, that the combined installed generation capacity owned by Applicant, Investors, and their respective affiliates in adjacent power regions that is capable of being delivered into ERCOT is equal to the maximum transmission transfer capability of the DC Ties, which totals 820 MW. Estimate of Installed Generation Capacity in ERCOT, Project No. 39870, Commission Staff Spreadsheet (Jan. 6, 2017) ("Project No. 39870 Staff Spreadsheet").

2

2 the Callahan Divide and Horse Hollow Wind 1 projects.5 Commission approval of the

Transaction is a condition precedent to the sale of the Class B interests to Investors, which sale is expected to occur as soon as possible following Commission approval, but on or before August

17, 2017.

After reviewing the relevant ownership interests of Applicant, Investors, and their respective affiliates, Applicant concludes that as of the date of this filing,- the total combined direct and indirect generation ownership of Applicant, Investors, and their respective affiliates

(assuming, without conceding, that ownership of a passive equity interest in a power generation company (`PGC") is deemed to create an "affiliatioe between the passive equity interest holder and the PGC) exceeds the one percent threshold stated in PURA § 39.158. Therefore, in order to ensure that the parties remain in compliance with the provisions of PURA and the Commission's regulations, Applicant submits this Application for approval of the Transaction.6

Moreover, after giving effect to the Transaction, the combined ownership of Applicant and its affiliates and upstream owners together with Investors and their respective affiliates will not exceed 20 percent of the installed capacity in, or capable of delivering electricity to, ERCOT.

Thus, the Transaction will not result in a violation of the installed capacity share limitations of

PURA § 39.154, which prohibit a PGC from owning or controlling more than 20 percent of the installed generation capacity located in, or capable of delivering electricity to, a power region.

Therefore, Applicant respectfully requests that the Commission approve this Application

5 Investors do have a right to participate in certain major decisions that require consent by a majority interest of the Class B interests.

6 Applicant is uncertain whether Commission approval of this Transaction under PURA § 39.158 is even required because Investors would be passive investors and would not have the right to control, manage, or direct the operations of the Applicant or the projects. However, in an abundance of caution, Applicant is requesting Commission approval because the Transaction will result in Applicant, Investors, and their respective affiliates holding equity interests and passive interests that will exceed one percent of the installed generation capacity located in, or capable of delivering electricity to, ERCOT. 3

3 pursuant to PURA § 39.158 in accordance with the procedural schedule proposed below, which requests a final decision at the Open Meeting currently scheduled for June 29, 2017.7

II. STATEMENT OF JURISDICTION

The Commission's jurisdiction over mergers, consolidations, and affiliations is set forth in PURA §§ 39.158 and 39.154. Section 39.158 requires that owners of electric generation facilities that offer electricity for sale in this state obtain the approval of the Commission before closing any merger, consolidation, or affiliation if the electricity offered in this state by the merged, consolidated, or affiliated company will exceed one percent of the total electricity offered for sale in the applicable power region. Commission approval shall be requested at least

120 days before the date of the proposed closing.8 Section 39.158 provides further that the

Commission shall approve the transaction unless the Commission finds that the transaction results in a violation of PURA § 39.154. Section 39.154 prohibits a PGC and any affiliate within the power region, beginning on the date of the introduction of customer choice, from owning or controlling more than 20 percent of the installed capacity located in, or capable of delivering electricity to, the power region. Thus, if the generation ownership of the merged, consolidated, or affiliated entity is at or below 20 percent of the installed capacity located in, or capable of delivering electricity to, EIZCOT, the Commission must approve the transaction.

III. STATEMENT OF FACTS

As described above, Topaz owns 100 percent of the Project Companies and will own 100 percent of the New Project Companies, which own and operate or will own and operate the

Callahan Divide and Horse Hollow Wind 1 projects, which have current nameplate ratings of

If a final order in this proceeding is not considered at the June 29, 2017 Open Meeting, the Applicant respectfully requests that a final decision be made at the July 28, 2017 Open Meeting in order to have a final decision in time to close the Transaction on or before August 17, 2017. PURA § 39.158(a).

4

4 114 MW and 213 MW, respectively. The ultimate parent of Topaz is NextEra Energy

Resources, which, directly or indirectly owns or controls generation facilities that are currently installed or will be installed within 12 months in ERCOT totaling approximately 311.08 MW, as shown in Exhibit A. • Through the Transaction, Investors will purchase passive Class B interests in Topaz. Exhibit A also shows that (1) EFS currently owns, either directly or indirectly through affiliates or subsidiaries, passive equity interests in generation capacity that is installed or will be installed within the next 12 months in ERCOT totaling approximately 244.8 MW, and (2)

BALIA- currently owns, either directly or indirectly through affiliates or subsidiaries, passive equity interests in generation capacity that is installed or will be installed within the next 12 months in ERCOT totaling approximately 149.6 MW.

Certain affiliates of Applicant, as well as Investors and their affiliates, also own interests in generation assets in adjacent power regions. However, for simplicity and for purposes of this

Application only, Applicant has assumed that the combined installed generation capacity owned by Applicant, Investors, and their respective affiliates in adjacent power regions that is capable of being delivered into ERCOT via the DC Ties is equal to the maximum capacity of the DC

Ties, which totals 820 MW.9

Exhibit A to this Application contains a list of the electric generation facilities and capacity amounts for facilities directly or indirectly owned or controlled by Applicant, Investors, and their respective affiliates, as well as calculations illustrating that the effect of the Transaction will result in a combined ownership of greater than one percent but less than 20 percent of the installed capacity in, or -capable of delivering electricity to, ERCOT. Pursuant to Commission

Staff s Spreadsheet dated January 6, 2017, the' total installed generation capacity in ERCOT is

9 See Project No. 39870 Staff Spreadsheet. Based on the calculations made by Commission Staff, Applicant has excluded from its calculation of import transfer capabilities of those DC Ties between ERCOT and Comisi6n Federal de Electricidad (Mexico).

5

5 93,132 MW.1° As shown in Exhibit A, and after taking into account the percentage equity ownership interests and capacity factors for the different types of installed generation capacity owned by the Applicant and the Investors, the Applicant's and Investors combined percentage share of installed generation capacity in or capable of delivery to ERCOT as a result of the

Transaction is 1.64 percent. Consistent with PURA § 39.158, because the combined ownership interests will not exceed 20 percent of the installed generation capacity located in, or capable of delivering electricity to, ERCOT, the Commission must approve this Application.

IV. PARTIES

Applicant's authorized representatives for filing and service of all pleadings and other documents in this proceeding are:

Tracy C. Davis Senior Attorney NextEra Energy Resources, LLC 5920 W. William Cannon Dr., Building 2 Austin, Texas 78749 , 512.236.3141 (phone) 512.236.0484 (fax) [email protected]

V. PROCEDURES

A. Notice

Consistent with prior applications filed under PURA § 39.158, notice should be published in the Texas Register. A copy of the proposed public notice regarding this Application for publication in the Texas Register is attached as ahibit B to this Application. The only persons - affected by this Application are Applicant and Investors. Applicant is providing a copy of this

Application to Investors contemporaneously with this filing.

6 B. Procedural Schedule

Because this Application demonstrates that the Transaction meets the standard for approval under PURA § 39.158 and because the closing of the Transaction is contingent upon

Commission approval, Applicant respectfully requests that its Application be processed in accordance with the procedural schedule set forth below:

Event Date Commission Staff comments/recommendation on May 3, 2017 sufficiency of Application and notice Deadline for motions to intervene, intervenor May 19, 2017 comments, and intervenor requests for a hearing Deadline for Commission Staff recommendation or May 25, 2017 request for a hearing Deadline for Applicant's response, if any, to May 30, 2017 intervenors and Commission Staff recommendation and to request a hearing If no hearing is requested, deadline for joint June I, 2017 proposed order, including findings of fact, conclusions of law, and ordering paragraphs Issuance of proposed order June 8; 2017

Decision by Commission June 29, 2017

This schedule allows sufficient time for notice, intervention (if any), and Staff review of the calculations. Based upon the fact that the Transaction is anticipated to close on6e this

Application is approved, and the fact that there are no intervenors in most, if not all, applications for approval pursuant to PURA § 39.158, Applicant respectfully requests that the intervention time be shortened to 30 days as shown in the proposed schedule above. The Commission has adopted this intervention period for other PURA § 39.158 applications.11

11 See, e.g, Application of Alamo 6 Solar Holdings, LLC Pursuant to Section 39.158 of the Public Utility Regulatory Act, Docket No. 46448, Corrected Order No. 2 (Nov. 9, 2016); Application of Koch Power Solutions, LLC Pursuant to Section 39.158 of the Public Utility Regulatory Act, Docket No.,41955, Order No. 2 (Nov. 6, 2013).

7

7 VI. PRAYER

For the reasons set forth in this Application, including the Exhibits, Applicant respectfully requests that the Commission enter an order approving the Transaction pursuant to

PURA §§ 39.158 and 39.154.

Respectfully submitted,

By: C. Pp4(2) Tracy C. D vis State Bar No. 24045758 Senior Attorney NextEra Energy Resources, LLC 5920 West William Cannon Dr., Building 2 Austin, Texas 78749 512.236.3141 (phone) 512.236.0484 (fax)

ATTORNEY FOR TOPAZ WIND, LLC

8

8 CERTIFICATE OF SERVICE

I certify that on April 19, 2017, a true copy of Topaz Wind, LLC's Application as served by first class mail on:

Amy H. Fisher Managing Director — Regulatory Affairs GE Energy Financial Services, Inc. 800 Long Ridge Road Stamford, CT 06927 (203) 357-4417 Facsimile: (203) 357-6632 [email protected]

Terence T. Healey Sidley Austin LP 60 State Street, 36th Boston, MA 02109 (617) 223-0306 Facsimile: (617) 223-0301 [email protected]

ls

ry 9

9 EXHIBIT A

INSTALLED CAPACITY LOCATED IN, OR CAPABLE OF DELIVERY INTO, ERCOT OF APPLICANT AND INVESTORS

1. Total Installed Capacity Located in ERCOT of Applicant and Its Affiliates

COD / ERCOT Share of Name of Generating Facility (Wind Ex I ected Ownershie Capaciity Capacity Generation) COD Share (%) Factor- (MW) Blue Summit Wind 5 COD 51.76% 14.0% 0.65 Blue Summit Wind 6 COD 51.76% 14.0% 9.16 Callahan Wind COD 30.0% 14.0% 4.79 Capricorn Ridge Wind 1 COD 54.49% 14.0% 16.36 Capricorn Ridge Wind 2 COD 54.49% 14.0% 11.40 Capricorn Ridge Wind 3 COD 54.49% 14.0% , 14.19 Capricorn Ridge Wind 4 COD 54.49% 14.0% 8.58 Horse Hollow Wind 12 COD 30.0% 14.0% 8.95 Horse Hollow Wind 22 COD 100.0% 14.0% 25.76 Horse Hollow Wind 32 COD 100.0% 14.0% 31.29 Horse Hollow Wind 42 COD 100.0% 14.0% 16.10 Indian Mesa Wind COD 100.0% 14.0% 11.55 Javelina Wind COD . 48.0% 14.0% 16.78 Javelina Wind 2 COD 47.54% 14.0% 13.31 King Mountain Wind (NE) COD 100.0% 14.0% 11.10 King Mountain Wind (NW) COD 100.0% 14.0% 11.10 King Mountain Wind (SE) COD 100.0% 14.0% 5.64 King Mountain Wind (SW) COD 100.0% 14.0% 11.10 i Pecos Wind 1 (Woodward) COD 100.0% 14.0% 11.55 Pecos Wind 2 (Woodward) COD 100.0% 14.0% 10.81 Red Canyon Wind COD 100.0% 14.0% 11.76 West Texas Wind3 COD 100.0% 14.0% 10.99 Wolf Ridge Wind COD 51.76% 14.0% 8.15 TOTAL ERCOT Wind Generation 281.08 Capacity

1 As noted in the Memorandum from Werner Roth filed with the 2017 Project No. 39870 Staff Spreadsheet, wind generation capacity is calculated by applying a 14 percent capacity factor to the nameplate capacity of non- coastal wind generation and a 58 percent capacity factor to coastal wind generation. 2 The generation capacity amounts for each of the Horse Hollow Wind projects have been updated from the Project No. 39870 Staff Spreadsheet to reflect the current generation capacity at these facilities. 3 The generation capacity amount for West Texas Wind has been updated to reflect the current generation capacity at this facility. 1

10 COD / ERCOT Share of Exsected Ownership Capacity Capacity Name of Storage Facility COD Share (%) Factor (MW) Blue Summit Storage4 Expected 100.0% 100.0% 30.0 within 12 months TOTAL ERCOT Storage Capacity 30.0

TOTAL ERCOT Installed 311.08 Capacity

4 The Blue Summit Storage facility is a 30 MW, 30-minute battery facility that is expected to achieve commercial operation within 12 months. Applicant has conservatively included the full capacity of the Blue Summit Storage facility (30 MW) in its total installed capacity in ERCOT. This is consistent with Commission Staff s treatment of another storage facility in ERCOT (the Notrees Battery Facility), as described in the Project No. 39870 Staff Spreadsheet and the Memorandum of Werner Roth.

2

11 2. Total Installed Capacity Located in ERCOT of EFS Renewables Holdings, LLC and Its Affiliates

COD / ERCOT Share of Ex i ected Ownershi • Capacity Capacity _ Name of Generating Facility \ COD Share (%) Factor (MW) Champion Wind Farm COD 51% 14.0% 9.0 Forest Creek Wind Farm COD 38% 14.0% 6.6 Sweetwater 4 and 5 COD 30% 14.0% 10.1 McAdoo Wind Energy Center COD 82% 14.0% 17.2 Capricorn Ridge Wind COD 30% 14.0% 27.8 Hackberry Wind Farm COD 77% 14.0% 17.9 Roscoe Wind Farm COD 29% 14.0% 8.5 Stanton Wind Energy Center COD 85% 14.0% 14.3 Snyder Wind Farm COD 65% 14.0% 5.7 Goldthwaite Wind Energy Center COD 26% 14.0% 5.1 Panhandle Wind Farm COD 41% 14.0% 12.5 Spinning Spur II COD 30% 14.0% 6.8 Stephen's Ranch COD 36% 14.0% 10.6 Miami Wind Energy Center COD 21% 14.0% 8.5 Horizon Wind COD 24% 14.0% 6.7 Briscoe COD 34% 14.0% 7.1 Rattlesnake Wind Energy Center COD 26% 14.0% 7.5 Gunsight Mountain COD 55% 14.0% 9.2 Javelina Wind 2 COD 19% 14.0% 5.3 Falvez Expected 29% 14.0% • 6.6 within 12 months Rockspring Expected 68% 14.0% 17.1 within 12 months Dermott Wind I Expected 69% 14.0% 24.4 within 12 months TOTAL ERCOT Generation 244.8 CapacitY

3

12 3. Total Installed Capacity Located in ERCOT of BALIA and Its Affiliates

COD / ERCOT Share of Ex I ected Ownership Capacity Capacity Name of Generating Facility COD Share (%) Factor (MW) Green Pastures Wind I COD 29.863% 14.0% 6.3 Green Pastures Wind II COD 30.083% 14.0% 6.3 Miami Wind Energy Center COD 16.843% 14.0% 6.8 Logans Gap Wind LLC COD 32.309% 14.0% 9.1 Rattlesnake Wind I LLC COD 25.823% 14.0% 7.5 Grandview Wind Farm LLC COD 29.977% 14.0% 8.9 San Roman Wind I COD 57.276% 58.0% 31.6 Electra Wind ' COD 36.652% 14.0% 11.8 Expected within 12 , Dermott Wind I months 34.094% 14.0% 12.1 Hidalgo & Starr Wind COD 29.199% 14.0% 10.2 Horse Creek Wind COD 33.829% 14.0% 10.9 Expected within 12 Willow Springs Windfarm, LLC months 34.210% 14.0% 12.0 Expected within 12 Bearkat Wind A months 36.873% 14.0% 10.2 Buffalo Gap 2 Wind Farm COD 4.164% 14.0% 1.4 Buffalo Gap 3 Wind Farm COD 7.543% 14.0% 1.8 Mesquite Wind Power, LLC COD 10.099% 14.0% 2.8 TOTAL ERCOT Generation 149.6 Capacity

4

13 4. Detailed Calculations Illustrating the Effect of the Transaction

Calculations Combined Total of Applicant and Investors in ERCOT: 705.48 MW

Total Installed Generation Capacity Capable of Delivering Electricity to ERCOT: 820.0 MW5

ERCOT Generation Capacity owned by Applicant and Investors plus Total Installed Generation Capacity Capable of Delivering Electricity to ERCOT: 1525.48 MW

Total Installed Generation Capacity Located in or Capable of Delivering Electricity to ERCOT: 93,132.0 MW6

Combined Percentage Share of Installed Generation Capacity in or Delivering ElectriCity to ERCOT: 1.64%

5 Project No. 39870 Staff Spreadsheet. 6 Id

5

14 Exhibit B

PUBLIC UTILITY COMMISSION OF TEXAS NOTICE OF APPLICATION UNDER PUBLIC UTILITY REGULATORY ACT SECTION 39.158

Notice is given to the public of ail application filed with the Public Utility Commission of Texas (Commission") on April 19, 2017, pursuant to the Public Utility Regulatory Act, Section 39.158, TEX. UTIL. CODE ANN. (West 2008 & Supp. 2015) ("PURA").

Docket Style and Number: Application of Topaz Wind, LLC Pursuant to Section 39.158 of the Public Utility Regulatory Act, Docket No.

The Application: Topaz Wind, LLC ("Applicant") has filed an application for approval of a transaction in which EFS Renewables Holdings, LLC ("EFS") and BAL Investment & Advisory, Inc. ("BALIA" and together with EFS, the "Investors") will purchase passive Class B membership interests in Topai (the "Transaction"). Topaz owns a portfolio of wind generation assets, which portfolio includes direct ownership of Callahan Wind, LLC and Horse Hollow Wind, LLC, which own and operate existing wind generation facilities located in Taylor County, Texas. Applicant and the Investors also own, directly or indirectly, other interests in generation capacity that is currently installed or expected to be installed in ERCOT and adjacent power regions.

PURA § 39.158 requires that owners of electric generation facilities that offer electricity for sale in this state obtain the Commission's approval before closing any merger, consolidation, or affiliation if the electricity offered in this state by the merged, consolidated, or affiliated company will exceed one percent of the total electricity offered for sale in the applicable power region. Commission approval shall be requested at least 120 days before the date of the proposed closing. PURA § 39.158 provides that the Commission shall approve the Transaction unless the Commission finds that the Transaction results in violation of PURA § 39.154. Under PURA § 39.154, a power generation company may not own or control more than 20 percent of the installed generation capacity located in, or capable of delivering electricity to, ERCOT.

Applicant states that, although the Transaction involves only a transfer of passive interests, Applicant is filing the Application out of an abundance of caution because, following the Transaction, the total combined direct and indirect generation ownership of Applicant, Investors, and their respective affiliates is a combined capacity of approximately 1525.48 MW, which represents 1..64 percent of the installed generation capacity in or capable of delivery to ERCOT. This exceeds one percent of the generation ownership in ERCOT but will not exceed 20 percent of the installed generation capacity in, or capable of delivering electricity to, ERCOT, and thus Will not result in a violation of PURA § 39.154.

Persons who wish to intervene in the proceeding or comment upon action sought should contact the Public Utility Commission of Texas as soon as possible because an intervention deadline .wil1 be imposed. A comment or request to intervene should be mailed to P.O. Box 13326, Austin, Texas 78711-3326. Further information may also be obtained by calling the Commission's Office of Customer Protection at (512) 936-7120 or (888) 782-8477. Hearing and speech-impaired individuals with text telephones ("TTY") may contact the Commission through Relay Texas by dialing 7-1-1. All correspondence should refer to Docket Number

15 Exhibit C

STATE OF FLORIDA

COUNTY OF PALM BEACH

AFFIDAVIT OF BRIAN TOBIN

BEFORE ME, the undersigned authoriti, on this day personally appeared the undersigned who, after being duly sworn, verified under penalty of perjury that he is entitled to make his affidavit and that the statements contained below are true and correct.

"My name is Brian Tobin. I am Vice President, Business Management of Topa2 Wind,

LLC. My business address is: 700 Universe Boulevard, Juno Beach, Fldrida 33408. All statements made herein are based upon personal knowledge gained in the course of my employment.

I am familiar with the factual statements relating to NEER contained in the foregoing

Application for Approval, Pursuant to Section 39.158 of the Public Utility Regulatory Act. To the best of my information, knowledge and belief, the factual statements contained therein are true and correct."

Brian Tobin

SUBSCRIBED AND SWORN TO BEFORE ME by the said Brian Tobin on this 12,t13 day of April 2017.

Isillhiamholbsa.1000.20ollaidhsialwahsaim• KIMBEHLY MICHELLE MCKAY L-TrYC440,-,-. I 4•4°qr A A Notary Public - State of Florida 0 Notary Public i and for the State of-8(2_, ••••• ,,I : •17 Commission # GG 039562 , 4 1,,p 1141 • ,:::, . r ' =,/,.0--...--doy• My•Comm. Expires Feb 13, 2021 Bonded throu h National NOtary Assp. F My commission expirbs:621 13 l

16 STATE OF . e-T"

COUNTY OF 64/Rq£LD §

AFFIDAVIT OF WALTER S. SMITH

BEFORE ME, the undersigned authority, on this day personally appeared the undersigned who, after being duly sworn, verified under penalty Of perjury that he is entitled to make his affidavit and that the statements contained below are true and correct.

`IVIy name is Walter S. Smith. I am the Vice President of EFS Renewable Holdings, LLC

("EFS"). My business address is: 800 Long Ridge Road, Stamford, CT 06927. All statements made herein are based upon personal knowledge gained in the course of my employment.

I am familiar with the factual statements relating to EFS contained in the foregoing

Application of Topai wind, LLC Pursuant to Section 39.158 of the Public Utility Regulatory Act.

To the best of my information, knowledge and belief, the factual statements contained therein are true and correct."

, Walter S. Smith SUBSCRIBED AND SWORN TO BEFORE ME by the said Walter S. Smith on this With 7 day of April, 2017.

Notiry"Publie i d fór ilie State of e-r.

My commission ekpires: / 0 , 3/, 2.0

TERRY E. ELDH Notary Public-ConnecHcut My Commission Expires October 31.2020

17

STATE OF CALIFORNIA

COUNTY OF SAN FRANCISCO §

AFFIDAVIT OF ANITA GARFAGNOLI.

BEFORE ME, the undersigned authority, on this'day personally appeared the undersigned

who, after being duly sworn, verified under penalty of perjury that she is entitled to make her

affidavit and that the statements contained below are true and correct.

"My name is Anita Garfagnoli. I am Vice President of BAL Investment & Advisory, Inc.

("BALIA"). My business address is: 555 California 'Street, 4th Floor, San Francisco, California

94104. All statements made herein are based upon personal knowledge gained in the course of

my employment.

I am familiar with the factual statements relating to BALIA contained in the foregoing

Application foi• Approval, Pursuant to Section 39.158 of the Public Utility Regulatory Act. To the

best of my informatiOn, knowledge and belief,- the factual statements contained therein are true

and correct."

Anita Garfagnoli

A notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached, and not the truthfulness, accuracy, or validity of that document. State of Cal i \c01,- y County of Salrx F- V•ccvc

Subscribed and sworn to (or affirmed) before me on this taA-VI day 'of ict- vr.t , 2017, by v\ , proved to me on t e basis of satisfactory evidence to be the rsoncsrwho appeared before me.

AN L COMM. * 2034447 I NOTARY PUBLX . cAuFoNNIA SAN FRANCISCO COUNTY . My Commission Expires I- August 19. 2017 Signature LA_AZ.AA. Notary Public in and for the State of California

18