Scope of Work and Governance Principles Agreement for the … › wp-content › uploads › 2019 › 04 › FINAL... · 2019-04-15 · 1 Scope of Work and Governance Principles Agreement

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Scope of Work and Governance Principles Agreement for the Wind Energy California Condor Working Group (WECAT)

This Scope of Work and Governance Principles Agreement is entered into by and among the undersigned parties, collectively referred to as WECAT. I. Purpose

WECAT is an unincorporated association of companies (each, a “Member Company” and collectively, the “Member Companies”) engaged in the operation and re-power (non-construction components) of Facilities (including, without limitation, turbines and associated transmission lines that connect those turbines to the utility grid) (collectively, “Facilities”) in the Tehachapi Wind Resource Area, in areas that may now or in the future be located within the range of the California Condor. The Member Companies have formed WECAT for the purpose of developing and implementing a regional strategy (the “Condor Wind Strategy”), in coordination with the U.S. Fish and Wildlife Service (“USFWS”), to avoid or minimize potential conflicts between the California Condor and Facilities owned or operated by the Member Companies. WECAT may also elect to coordinate with other stakeholders, as appropriate, such as the California Department of Fish and Wildlife (“CDFW”), local governmental agencies, and conservation-related non-governmental organizations. The Scope of Work and Governance Principles set forth herein are intended to establish a basis upon which the Member Companies will coordinate their efforts relative to California Condor. The Scope of Work and Governance Principles are not intended to be legally binding except as otherwise specifically set forth herein; provided, however, that the Member Companies may enter into such legally binding documents (e.g., funding agreements, non-disclosure agreements, and other agreements referenced herein) as they consider appropriate for implementation of the provisions hereof.

II. Scope of Effort

A. Condor Wind Strategy in General. WECAT’s initial efforts will focus on the development, in coordination with USFWS and other appropriate stakeholders as the Member Companies deem appropriate, of near-, medium-, and long-term options that might be included in a draft Condor Wind Strategy for consideration by the Member Companies.

B. Initial Strategy Options. These options (the “Strategy Options”) may include,

without limitation, technical research; sharing of information relative to avoidance and minimization strategies; the development of wind-related take avoidance or minimization protocols; strategies for the funding and

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implementation of non-wind-related reductions in California Condor mortality; pursuit of Section 6 grant funding; other strategies for the funding and implementation of non-wind-related reductions in California Condor mortality; monitoring and reporting protocols; the establishment of federal enforcement priorities for unintentional California Condor take; and potential wind permitting options under local, state and federal law including, without limitation, the Endangered Species Act (“ESA”).

C. Vetting of Strategy Options. The Member Companies will evaluate the Strategy Options and determine which are desirable for inclusion in a proposed “Condor Wind Strategy”, which will then be prepared for consideration by the Member Companies with input from USFWS and other stakeholders as appropriate.

D. HCP Parameters. To the extent the Condor Wind Strategy includes

preparation and approval of a regional habitat conservation plan under Section 10(a) of the ESA (“HCP”), the Condor Wind Strategy will also include identification of: (i) a preferred HCP structure (e.g., programmatic, template, umbrella, multi- v. single-species); (ii) methods to assure consistency in the permitting and environmental review efforts of local, state and federal environmental agencies; and (iii) measures to be undertaken during the preparation, review and approval of the HCP and completion of environmental review (with appropriate advance mitigation credit provided at a federal level for any measures implemented during the interim period); and (iv) “bridge” options to enable stability for continued wind operations and for repowerings to proceed during the pendency of the HCP process.

E. Implementation. If the Member Companies agree on a mutually-acceptable

Condor Wind Strategy, including sources and methods of funding for implementation of the Condor Wind Strategy (including any permitting efforts to be pursued thereunder), then WECAT will: (i) present the draft Condor Wind Strategy to appropriate governmental agencies (including USFWS) for informal buy-in; (ii) enter into such memoranda of understanding or planning agreements with such governmental agencies as appropriate to ensure an appropriate level of regulatory stability for continued wind operations, consistent with applicable legal requirements, while the strategy is being implemented and any necessary environmental review conducted under CEQA or NEPA; and (iii) establish a more formal structure (i.e., written agreement) for the organization of the Member Companies under any HCP or as otherwise appropriate.

F. Engagement of Advisors. As more fully set forth in Section III.I and III. M.,

below, WECAT may elect to retain (at the cost of the Member Companies) a project manager, legal counsel, and technical experts as appropriate for assistance during the planning or implementation phases of the Condor Wind Strategy; provided, however, that: (i) the Member Companies shall have the right to approve any such advisors and the budgets for their scopes of work;

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and (ii) formal funding agreements shall be prepared to facilitate any such engagements, which shall include provisions for the treatment of work product in the event WECAT ceases operations, among other things. WECAT may incur other expenses in connection with this effort upon approval of the Member Companies. Such advisors may be retained by one of the Member Companies on behalf of the group.

III. Governance Principles

A. Leadership. The American Wind Energy Association (“AWEA”) has agreed

to act as interim project manager of WECAT until such time as the Member Companies have formally retained a permanent project manager (AWEA and such staff or consultant shall be referred to herein as the “Project Manager”), who shall be responsible for the day-to-day operations of WECAT, including the management of consultants and counsel. The Member Companies may also identify committees or sub-committees with which the Project Manager can consult informally on various WECAT matters.

B. Consensus-Based Decision-Making. Decisions on all material issues shall be made by consensus (i.e., all Member Companies can “live” with a decision even if it is not their preferred choice) to the extent possible. If full consensus cannot be reached despite all efforts to do so, a 2/3 majority vote of the Member Companies (determined by each project level entity, as provided in Exhibit A, receiving one (1) vote) will constitute consensus and WECAT may move forward; provided, however, that any Member Company that votes “nay” shall be bound by such decision unless such Member Company decides to withdraw pursuant Section III, subsection L., below. Consensus or majority determinations will be based upon all Member Companies, not just those in attendance at a meeting during which a vote is taken.

C. Internal Meetings. WECAT shall meet as needed in person and/or in a conference call with dial-in capability, using WebEx or similar technology to enable viewing of documents, with agendas and supporting materials distributed by the Project Manager through email not less than two (2) days in advance of the meeting to the extent feasible. There will be a meeting or conference call no less that once every month. The Project Manager may also call special meetings for matters requiring more immediate attention, also providing notice, agendas, minutes and supporting materials at least two (2) business days in advance of the meeting, unless shorter notice is required due to the urgency of the items to be discussed. If a Member Company will be absent from a meeting, such Member Company shall contact the Project Manager in advance to provide its views on any matter scheduled for discussion or its proxy on any matter scheduled for decision.

D. Representation. Each Member Company shall designate an individual to serve as its Primary Contact. The Primary Contact shall be authorized to

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speak and vote for his or her Member Company. Member Companies shall, to the extent feasible, attend all meetings, whether in person or by teleconference. Member Companies shall be free to change their designated Primary Contact (or provide an alternate) at any time by providing written notice to the other Member Companies and the Project Manager. Member Companies may have up to two (2) representatives in attendance at any in-person meeting, but may have additional representatives attend by teleconference.

E. Internal Communications. The Project Manager shall maintain a master e-

mail list to be used for internal group communications. Each Member Company may have an unlimited number of company representatives or outside advisors on the e-mail list, provided that all persons on the list shall be bound by the provisions of any non-disclosure or joint defense agreement entered into between the Member Companies.

F. Agency Communications. All WECAT communications with governmental

agencies shall be made by the Project Manager or authorized members of WECAT committees or sub-committees. All Member Companies shall be copied on, or provided with copies of, all written agency communications and shall promptly receive brief summaries of any oral agency conversations. Member Companies are not prohibited from communications with governmental agencies regarding matters within WECAT’s scope, provided: (i) such communications are related to the needs of the Member Company’s specific properties or projects; (ii) such Member Company discloses that it is not acting on behalf of WECAT; and (iii) the Project Manager is kept apprised of any such communications.

G. Outside Meetings. Any Member Company may be represented by up to two

individuals at any in-person meeting, and to participate in any non-routine teleconferences, with USFWS or other stakeholders. The Project Manager (or authorized Member Company) shall make every effort to schedule such meetings and teleconferences at a time convenient for all Member Companies.

H. Public Statements. WECAT does not intend to make public statements or initiate public outreach at this time. Except as authorized by WECAT, no Member Company will speak to the media on behalf of or regarding the activities of WECAT. If a Member Company or any outside advisor is contacted by a member of the media they will be directed to the Project Manager, who will obtain the consent of the Member Companies before responding to the media inquiry.

I. Engagement of Advisors. As described briefly in Section II.F, above,

WECAT may issue Requests for Proposals (“RFPs”) and retain assistance for project management, legal, and technical matters, which RFPs and the intended recipients thereof shall be approved by the Member Companies. All RFP responses received by WECAT shall be shared with all Member

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Companies, which shall have the right to approve such advisors on a consensus basis (as described in Section III.B, above) together with such advisors’ scopes and budgets (which budget or budgets shall be updated on a quarterly basis). Any advisor under consideration shall provide a conflicts check to assure that any conflicts of interest relative to agencies or other stakeholders are adequately disclosed.

J. Privilege and Confidentiality. As a condition to participation in WECAT, each Member Company shall execute and comply with the terms of the Joint Defense Agreement attached hereto as Exhibit B.

K. Addition of Members. Additional companies may elect to participate in

WECAT upon the approval of the Member Companies as described in Section III.B, above (and upon such approval Exhibit A shall be updated accordingly); provided, however, that any such company shall execute the Joint Defense Agreement, agree to abide by any WECAT decisions made prior to the admission of such additional company and make a financial contribution adequate to cover such company’s proportionate share of WECAT expenses incurred to date. To the extent such financial contribution exceeds the amount needed to complete the effort anticipated hereunder, the excess amount shall be disbursed to the other Member Companies.

L. Withdrawal of a Member Company. Membership within WECAT is purely

voluntary. Any Member Company may withdraw from the group at any time and for any (or no) reason by providing written notice to the Project Manager and the remaining Member Companies. In the event of such withdrawal, the withdrawing Member Company shall: (i) remain liable for payment of any costs incurred or committed to prior to the date of its written notice of withdrawal; and (ii) pay any costs associated with such withdrawal (e.g., removal as permittee, removal of covered activities, revision of impact analyses, and adjustment of cost/funding/implementation matters). The withdrawing Member Company’s obligations under the Joint Defense Agreement shall survive such Member Company’s withdrawal. Remaining Member Companies will continue to treat any information provided by the withdrawing Member Company as privileged and confidential in accordance with the Joint Defense Agreement.

M. Financial Commitments. At such time as a decision is made to hire

independent facilitation, legal counsel or technical advisors, or incur any other material expense, a funding agreement covering one or more of such expenses shall be executed by the Member Companies. Each project related entity, as indicated in Exhibit A, will be responsible in equal shares for all WECAT related invoices and expenses.

N. Name Change. Member Company will provide written notice to Project

Manager and other Member Companies of any change (i) to the Member Company’s legal name, (ii) sale of Member Company to a different parent or

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controlling entity, (iii) the merger or split of any participating Member Company(ies).

List of Exhibits Exhibit A: Tehachapi: List of Participating Entities and Parents Exhibit B: Wind Energy California Condor Working Group Joint Defense Agreement

[Signature Pages Follow]

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AGREED TO AND ACCEPTED BY: For North River Sky LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Sky River LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Alcen LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For CalWind Resources, Inc.: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Rising Tree Wind Farm LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Rising Tree Wind Farm II LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

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For Rising Tree Wind Farm III LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Alta Wind VIII, LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title By: __________________________________________ __________________

Signature Date __________________________________________ Title For Windstar Energy, LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title By: __________________________________________ __________________

Signature Date __________________________________________ Title For Coram Energy LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

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For Coram Energy LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Coram Tehachapi, L.P.: By: __________________________________________ __________________

Signature Date __________________________________________ Title By: __________________________________________ __________________

Signature Date __________________________________________ Title For Pacific Wind LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Oasis Power Partners LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Pinyon Pines I LCC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

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For Pinyon Pines II LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Alta I LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Alta II LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Alta III LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Alta IV LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Alta V LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

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For Alta XI LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Tehachapi Wind Wall LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title For Coram California Development LP: By: __________________________________________ __________________

Signature Date __________________________________________ Title For COMPANY NAME: By: __________________________________________ __________________

Signature Date __________________________________________ Title

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Exhibit A

Tehachapi: List of Participating Entities and Parents As of April 24, 2018

Parent Company Entity MW Turbines NextEra North Sky River 162 100 Sky River 75 327 Alcen Alcen 275 82 CalWind CalWind 29 322 EDPR Rising Tree I 80 24 Rising Tree II 20 6 Rising Tree III 100 30 Brookfield Alta VIII, LLC 150 50 Windstar 120 60 Coram Energy LLC 15 10 Coram Tehachapi L.P. 6 27 EDF Pacific Wind Lessee 140 70 Oasis Power Partners 59 59 BHE Pinyon Pines I 168 56 Pinyon Pines II 132 44 NRG Alta I 150 100 Alta II 150 50 Alta III 150 50 Alta IV 102 34 Alta V 168 56 Alta XI 90 48 ZCF Wind Wall Tehachapi Wind Wall 33.4 373 ConEd California Coram 102 34 Totals 10 23 2,476.4 2,012

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EXHIBIT B

WIND ENERGY CALIFORNIA CONDOR WORKING GROUP

JOINT DEFENSE AGREEMENT This Joint Defense Agreement (“Agreement“) is entered into by and among the undersigned parties (the “Members” and each a “Member”), and their respective counsel, regarding the Members’ common interest in a regional strategy to avoid or minimize potential conflicts between: (i) wind energy facilities owned or operated by the Members and (ii) the California Condor (the “Condor Wind Strategy”). The parties to this Agreement are referred to collectively as the “Common Interest Group”. WHEREAS, the Members have joined together for the purpose of developing and implementing the Condor Wind Strategy in coordination with the U.S. Fish and Wildlife Service (“USFWS”) and potentially with other stakeholders, as appropriate, such as the California Department of Fish and Wildlife, local governmental agencies and conservation-related non-governmental organizations (“Other Stakeholders”); WHEREAS, the Members believe the development and implementation of the Condor Wind Strategy may result in litigation given anticipated high levels of public interest and a history of past litigation in connection with applications for incidental takings of endangered species and the Members anticipate that they will have common legal interests with respect to such anticipated litigation;

WHEREAS, the Members wish to work cooperatively in developing and implementing the Condor Wind Strategy and in initiating or defending legal proceedings that may arise in connection therewith (“Proceedings”) (collectively, the “Common Interest”); WHEREAS, the Members believe that sharing of confidential and privileged information among the Common Interest Group will be mutually beneficial in advancing the Condor Wind Strategy and participating in Proceedings; WHEREAS, the Members agree to rely on their Common Interest as an exception to what might otherwise be considered a waiver of attorney-client privilege or work product doctrine, as well as any other protections that would apply for documents and information created by one Member and shared with one or more other Members; and WHEREAS, in accordance with the provisions herein, the Members also agree to keep confidential the documents and information exchanged in advancing the Condor Wind Strategy and participating in Proceedings. NOW THEREFORE, in consideration of the mutual covenants contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Members agree as follows:

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1. Common Interest. The Members have joined together to work cooperatively in seeking to develop and implement the Condor Wind Strategy in coordination with the USFWS (and potentially Other Stakeholders) and to initiate or defend themselves in Proceedings.

2. No Waiver of Legal Privileges, Doctrines or Protections. Any exchange of documents or other information between or among the Members, their counsel (internal or external) or any experts in connection with the Common Interest is not intended to waive any attorney-client privilege, attorney work product doctrine, or any other protection from disclosure to third parties that may otherwise be available (“Legal Privilege”). Any such written or oral communication made between or among Members is and will remain privileged and protected from disclosure to any third party (“Privileged Communications”).

3. Covered Communications. The written or oral communications covered by this Agreement include documents, memoranda, correspondence, drafts, notes, reports, factual summaries, transcript digests, communications among counsel, or counsel and a Member, including its Representatives, any joint or several interview of prospective witnesses, or the sharing or exchange via any media, including but not limited to electronic media, as well as any other material and information related to the Common Interest which would otherwise be protected from disclosure to third parties.

4. Confidentiality. In addition to preserving the Legal Privilege of Privileged Communications, the Members agree that all such communications shall be kept confidential, and to take certain steps to ensure those communications are kept confidential. Nothing in this Agreement obligates any Member or its counsel to share any information of the Member with the Common Interest Group.

a. Markings. The Members shall mark all Privileged Communications exchanged

pursuant to this Agreement with the following language: “Confidential and Privileged Communication Provided Pursuant to Common Interest Agreement.”

b. Other Purposes. No Member shall use any Privileged Communication exchanged pursuant to this Agreement for purposes unrelated to the Common Interest.

c. Permissible Sharing. Each Member may share Privileged Communications received from another Member with its subsidiaries and affiliates, as well as engaged consultants, assistants and professionals, including, for example, counsel for shareholders and investors (including tax equity investors) who have a reasonable need to know (“Representatives”). Should the Members or their counsel make any such communications, they shall make all reasonable efforts to maintain the confidentiality and privilege of the information so communicated.

d. Prohibited Sharing. No Member shall disclose Privileged Communications without the written consent of other Members and their respective counsel, except to its Representatives as set out herein or as may be required by applicable law.

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e. Mandatory Disclosures. In the event any Member or its counsel receives a subpoena or a civil document request or demand, or is the subject of a court order or rule that appears to call for the disclosure or production of a Privileged Communication (except those originated by such counsel or Member), such Member shall, in addition to preserving and invoking any applicable privilege, immunity or other protection as required herein, immediately notify the other Members of the existence of the request, demand, order or rule, and shall not voluntarily surrender any Privileged Communications (except those originated by such the Member receiving the request or demand) without providing the other Members with, to the extent legally permissible, reasonable opportunity to protect their respective interests in the appropriate court or agency. If disclosure is required despite the opposition of another Member, the Member providing the required disclosure shall make reasonable efforts to disclose only the portion of the Privileged Communication that is legally required to be disclosed and shall allow such other Member, at such other Member’s sole cost and expense, a reasonable opportunity to seek assurances from the applicable court or agency that the Privileged Communication will be afforded confidential treatment and further dissemination thereof restricted.

5. Members. The initial Members and their associated counsel are identified as signatories

to this Agreement. Additional parties may be added to this Agreement according to the Consensus Based Decision Making process as described in Section III. B. of the Scope of Work and Governance Principles Agreement for WECAT, and upon the execution of an addendum hereto in which the additional party (and its counsel) agree to be bound by the terms and conditions of the Agreement as if they had executed the Agreement initially.

6. Withdrawal of Members.

a. Voluntary. Any Member may at any time withdraw from the Common Interest Group upon written notice to all other Members. Withdrawal shall be effective three (3) days after such notice is sent by the withdrawing Member.

b. Mandatory. If any Member becomes aware of any circumstances inconsistent with the maintenance of any privilege or protection which may apply to Privileged Communications, such Member shall promptly notify the other Members that it withdraws from participation in the Common Interest Group. Any such notification must be in writing and shall be effective three (3) days after such notice is sent by the withdrawing Member.

c. Communications. Upon the effective date of the withdrawal of a withdrawing Member, the withdrawing Member’s counsel shall no longer be entitled to receive Privileged Communications. With the exception of Privileged Communications (a) that may be retained as required under applicable corporate record keeping policies or by applicable law or court order or (b) which are collected and maintained as an archived computer system backup as part of information technology backup procedures maintained in the normal course of business, at the

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request of any furnishing Member or its counsel, all Privileged Communications sent to the withdrawing Member shall be immediately returned by the withdrawing Member to the furnishing Member or destroyed, at the election of the withdrawing Member, and likewise, at the request of the withdrawing Member, all Privileged Communications furnished by the withdrawing Member to another Member shall be returned or destroyed. This provision shall not require the destruction of information utilized in any report which has de-identified information relating to a withdrawing Member’s project prepared by a consultant for purposes of the Common Interest Group Proceedings.

d. Protection. Members and counsel agree that any privilege by which the

confidentiality of any materials and copies is protected shall remain in full force and effect during and subsequent to such withdrawal and the withdrawing Member or its counsel shall be obligated to protect and maintain such privilege indefinitely. The Member and its counsel shall not use any Privileged Communications received or exchanged prior to withdrawal for any purpose counter to or inconsistent with the Common Interest except as may be required by applicable law, rule or regulation. The terms of this Agreement shall continue to apply to all Privileged Communications after withdrawal by a Member.

7. Covered Parties. This Agreement is binding upon each of the parties hereto and their

respective successors and assignees, as well as their respective undersigned counsel. Each Member shall be responsible for compliance by its Representatives with this Agreement.

8. No Attorney-Client Relationship or Duty of Loyalty. Nothing contained herein shall be deemed to create, either expressly or by implication, an attorney-client relationship or duty of loyalty between any undersigned Member’s counsel and any other Member.

9. Waiver of Conflict of Interest Claims. Each Member executing this Agreement

knowingly waives any and all claims of conflict of interest with respect to Proceedings and the Members’ participation in the Common Interest Group.

10. Integration. This Agreement supersedes all other agreements, whether written or oral,

between and among the Members relating to the subject matter herein.

11. Modifications. Modifications of this Agreement can only be made if such modifications are in writing and are signed by all of the parties to this Agreement.

12. Effective Date. This Agreement is effective as of the date of execution indicated next to the signature of each Member and its counsel below and, as to any additional entity added to the Common Interest Group, as of the date of execution of an addendum to this Agreement, as set out in Section 5 hereof, by that entity and its counsel.

13. Duration and Termination. The Members agree that this Agreement shall remain in

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effect until the later of: (a) completion or abandonment of the Common Interest and (b) the execution of a final negotiated resolution of any Proceedings which may arise in connection with the Condor Wind Strategy, provided that the Common Interest Group may at any time by written instrument terminate this Agreement (such date being the “Termination Date”). If this Agreement is terminated by written instrument by each of the Members, the Members and counsel agree that any privilege by which the confidentiality of any materials and copies is protected shall remain in full force and effect subsequent to such termination and each Member or its counsel shall be obligated to protect and maintain such privilege after the Termination Date. Upon the termination of this Agreement, at the request of a furnishing Member or its counsel, all Privileged Communications provided to a receiving Member shall be returned by such receiving Member to the furnishing Member or destroyed, at the election of the receiving Member, with the exception of Privileged Communications (a) that may be retained as required under applicable corporate record keeping policies or by applicable law or court order or (b) which are collected and maintained as an archived computer system backup as part of information technology backup procedures maintained in the normal course of business.

14. Application. The terms of this Agreement apply to the final, executed Agreement, all

drafts of this Agreement, and all Privileged Communications relating to this Agreement.

15. Multiple Counterparts. This Agreement may be executed in multiple counterparts, each signature being made part of the whole Agreement as if executed as one document. Original, facsimile, and electronic signatures are sufficient and may be employed to execute this Agreement.

16. Choice of Law. The application and interpretation of this Agreement shall be governed

by the California Evidence Code and the laws of the State of California.

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AGREED TO AND ACCEPTED BY: For North River Sky LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title Counsel For North River Sky LLC: By: __________________________________________ __________________

Signature Date For Sky River LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Sky River LLC: By: __________________________________________ __________________

Signature Date For Alcen LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Alcen LLC: By: __________________________________________ __________________

Signature Date

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For CalWind Resources, Inc.: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For CalWind Resources Inc.: By: __________________________________________ __________________

Signature Date

For Rising Tree Wind Farm LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Rising Tree Wind Farm LLC: By: __________________________________________ __________________

Signature Date

For Rising Tree Wind Farm II LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Rising Tree Wind Farm II LLC: By: __________________________________________ __________________

Signature Date

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For Rising Tree Wind Farm III LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Rising Tree Wind Farm III LLC: By: __________________________________________ __________________

Signature Date

For Alta Wind VIII, LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

By: __________________________________________ __________________ Signature Date

__________________________________________ Title

Counsel For Alta Wind VIII, LLC: By: __________________________________________ __________________

Signature Date

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For Windstar Energy LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

By: __________________________________________ __________________ Signature Date

__________________________________________ Title

Counsel For Windstar Energy, LLC: By: __________________________________________ __________________

Signature Date

For Coram Energy LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

By: __________________________________________ __________________ Signature Date

__________________________________________ Title

Counsel For Coram Energy LLC: By: __________________________________________ __________________

Signature Date

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For Coram Tehachapi, L.P.: By: __________________________________________ __________________

Signature Date __________________________________________ Title

By: __________________________________________ __________________ Signature Date

__________________________________________ Title

Counsel For Coram Tehachapi, L.P.: By: __________________________________________ __________________

Signature Date

For Pacific Wind Lessee LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Pacific Wind Lessee LLC: By: __________________________________________ __________________

Signature Date

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For Oasis Power Partners LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Oasis Power Partners LLC: By: __________________________________________ __________________

Signature Date

For Pinyon Pines I LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Pinyon Pines I LLC: By: __________________________________________ __________________

Signature Date

For Pinyon Pines II LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Pinyon Pines II LLC: By: __________________________________________ __________________

Signature Date

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For Alta I LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Alta I LLC: By: __________________________________________ __________________

Signature Date

For Alta II LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Alta II LLC: By: __________________________________________ __________________

Signature Date

For Alta III LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Alta III LLC: By: __________________________________________ __________________

Signature Date

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For Alta IV LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Alta IV LLC: By: __________________________________________ __________________

Signature Date For Alta V LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Alta V LLC: By: __________________________________________ __________________

Signature Date For Alta XI LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Alta XI LLC: By: __________________________________________ __________________

Signature Date

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For Tehachapi Wind Wall LLC: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Tehachapi Wind Wall LLC: By: __________________________________________ __________________

Signature Date

For Coram California Development LP: By: __________________________________________ __________________

Signature Date __________________________________________ Title

Counsel For Coram California Development LP: By: __________________________________________ __________________

Signature Date