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Addendum StartPage: 0

5100Z TW WATT

June 30, 2020

Public Utility Commission of Texas Attention: Filing Clerk 1701 N. Congress Avenue P.O. Box 13326 Austin, Texas 78711-3326

RE: HO Clarke Generating Power Generation Company Registration Form

Dear Filing Clerk,

Please find enclosed the completed Power Generation Company registration form for the HO Clarke Generating facility and FERC Exempt Wholesale Generator Self Certification. The facility is a natural gas fired 6-unit simple cycle combustion turbine facility located on the southwest side of Houston. The facility is tentatively scheduled to become operational in October 2020 with a total generator nameplate capacity of 363 megawatts.

If you should have any questions, please do not hesitate to contact Matt Lydon of my staff at (912) 429-7184 or mlydon©proenergyservices.com.

Sincerely,

Scott Halleran VP Total Asset Optimization

Enclosures

cc: Mike Alvarado, Senior VP Asset Development Scott Blair, VP General Counsel & Chief Compliance Officer Matt Lydon, Director of Regulatory Compliance

2001 ProEnergy Blvd l Sedaha, Missouri 65301

lf filing an amendment, check all applicable boxes and fill in only the sections of this form that are applicable to your amendment:

[7 Name change amendment

E Change in ownership/control

E Registration relinquishment

Registration number:

Provide an explanation, if necessary:

n Facility/output capacity change

I 1 New generating plant/facility

Other

Pursuant to PUC SUBSTANTWE RULE § 25.109

Registration Form for Power Generation Companies and Self-Generators

Part A — Type of Registration

1. Type of registration

Check only one of the following.

New self-generator registration

E New power generation company registration

New EWG/PGC

LJ Amending self-generator registration

Amending PGC registration

2. Amendments

Part B - Applicable to Registration of Self-Generators

1. Registering Party

Legal name:

Texas business address:

Principal place of business:

2. Contact Information (for all communications)

Name: Title:

Address:

City: State: ZIP:

Email: Phone: Fax:

Updated: 1/4/13 Registration Form for Power Generation Cornpanies and Self-Generators Page 1 of 4

aty: ZIP:

Part C - Applicable to Registration of Power Generation Co panies

1. Registering Party

Legal name: HO Clarke Generating, LLC Trade/commercial name: HO Clarke Generating

Texas business address: 8303 McHard Road 1

City: A ouston ZIP: 77053 ' Principal place of business: Texas

2. Contact Information (for all communications)

Name: Matt Lydon Title: Director of Regulatory Compliance

Address: 3303 McHard Road

City: Houston State: TX ZIP: 77053

Email: mlydon@proenergyservices.corn Phone: 91 2-429-71 84 Fax:

3. Names and types of business of the registering party's corporate parent companies of ownership

with percentages

% of ownership Name (press Enter Key for multiple entries) ' Types of business

4attoridge Energy t ! C

4. Description of the types of services provided by the registering electricity

party that pertain to the

products into ERCOT

generation of

Sale of wholesale energy. ancillary services. and related market

5. Name and corporate relationship of each affiliate that buys and sells electricity at wholesale in Texas, sells electricity at retail in Texas, or is an electric or municipally owned utility in Texas

Name (press Enter Key for multiple entries) Corporate relationship

6. If applicable, attach to this form any Supplemental Information, labeled "Attachment B8"

as described in the Instructions,

Updated: 1/4/13 Registration Form for Power Generation Companies and Self-Generators Page 2 of 4

41. Notary Public in and for the State of Texas

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

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:

l 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.

l swear or affirm that l have personal knowledge of the facts stated in the attached registration, that l am competent to

testify to them, and that l have the authority to submit this registration form on behalf of the registering party. l 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. l swear or

affirm that the registering party understands and will comply with all requirements of the applicable law and rules.

Signature of Authorized Representative

Scott- i.i-4-cL-1\cfc Printed Name

V10 e.,t ar Kg. 6e4a.adit Name of Registering Party

Sworn and subscribed before me this day of -

Month Year

Registration Form for Power Generation Companies and Self-Generators Page 3 of 4 Updated: 1/4/13

Electric Generating facility

storage

facility name

Part E — Applicable to an Registering Parties

Provide information for each generating facility. lf more room is needed to list all generating facilities, attach additional copies of Part E.

Total

capacity

(MW)

.h`; t E "<t..t )1 • 363

Physical address of facility Interconnecting

County of facility TSP

Power

region

Type of

generation*

Not p oi ,

4

*i.e., biomass, wind, geothermal, fossil fuels, solar, hydro, nuclear, landfill gas

Updated: 1/4/13 Registration Form for Power Generation Companies and Self-Generators Page 4 of 4

UNITED STATES OF AMERICA FEDERAL ENERGY REGULATORY COMMISSION

HO Clarke Generating, LLC Docket No. EG20- -000

NOTICE OF SELF-CERTIFICATION OF EXEMPT WHOLESALE GENERATOR STATUS

Pursuant to the Public Utility Holding Company Act of 2005 ("PUHCA"),1 and Section

366.7 of the regulations of the Federal Energy Regulatory Commission ("Commission"),2 HO

Clarke Generating, LLC (the "Applicant") hereby submits this notice of self-certification as an

exempt wholesale generator ("EWG"), as defined in Section 366.1 of the Commission's

regulations.3

I. COMMUNICATIONS

All communications regarding this Notice should be directed to:

Michael Alvarado HO Clarke Generating, LLC 2001 ProEnergy Blvd. Sedalia, MO 65301

K.C. Hairston Balch & Bingham LLP 1710 Sixth Avenue North Birmingham, AL 35203 Tel: (205) 226-3435 kchairston.a balch.com

II. DESCRIPTION OF THE APPLICANT

The Applicant has been formed to own a facility that will consist of six 60.5 MW (generator

nameplate) natural gas fired simple cycle combustion units (for a total of 363 MW) located in

Houston, Texas (the "Facility"). The Facility is under development and it is anticipated that the

Facility will achieve commercial operation in October 2020. The Facility will include simple

cycle combustion turbines and associated facilities and equipment necessary for thc generation

Pub. L. No. 109-58, § 1266, 119 Stat. 594, 975 (Aug. 8, 2005). 2 18 C.F.R § 366.7 (2019).

Id. § 366.1.

and sale of power at wholesale. The Facility will also include limited and discrete interconnection

facilities necessary to effectuate wholesale sales of power. The Facility will be interconnected

with the transmission system owned by CenterPoint Energy, Houston Electric, LLC within the

ERCOT balancing authority area.4

The Applicant is owned by Wattbridge Energy, LLC. In addition to this filing, the

Applicant is registering as a power generation company with the Public Utility Commission of

Texas.

III. REPRESENTATIONS REGARDING EXEMPT WHOLESALE GENERATOR STATUS

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

following representations in order to certify that it satisfies the requirements for EWG status:

a. The Applicant is engaged directly, or indirectly through one or more affiliates, and

exclusively in the business of owning or operating, or both owning and operating,

all or part of one or more eligible facilities and selling electric energy at wholesale.

b. The Facility is an "eligible facility" because (i) it is used for the generation of

electric energy exclusively for sale at wholesale; and (ii) it includes only those

interconnecting transmission facilities that are necessary to effect a sale of electric

energy at wholesale.

c. No rate or charge for, or in connection with, the construction of the Facility, or for

electric energy produced by the Facility (other than any portion of a rate or charge

which represents recovery of the cost of a wholesale rate or charge), was in effect

under the laws of any state on October 24, 1992. Therefore, no determinations by

a state commission are necessary for this self-certification to become effective.

4 The Applicant is not a public utility under the Federal Power Act, as amended.

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d. No portion of the Facility is owned or operated by an electric utility company that

is an affiliate or associate company of the Applicant, as defined in Section 366.1 of

the Commission's regulations, other than an affiliate or associate company that is

an EWG.5

e. The Applicant may engage in activities the Commission has previously determined

to be "incidental" to an EWG's primary business of owning and operating eligible

facilities and selling electric energy exclusively at wholesale, including, but not

necessarily limited to:

1. Wholesale marketing and brokering of electric energy that the Applicant has not itself generated;'

2. Selling or reselling ancillary services and interconnected operations services at wholesale consistent with Commission precedent construing the exclusivity requirements of Section 32 of PUHCA;7

3. Risk management and hedging activities to cover price fluctuations associated with the Applicant's physical exposure of its wholesale sales of electric energy in the energy markets;"

4. The sale of byproducts of the generation of electric energy;9

5. Entering into contracts for transmission capacity solely to the extent necessary to effect sales at wholesale of electricity generated by the Applicant or others;1°

6. Reselling or reassigning excess transmission capacity originally obtained to effect a wholesale sale of electric energy;11

5 See Buffalo Gap Wind Farm 2, LLC, 118 FERC 11161,069 (Jan. 31, 2007) (clarifying that affiliated EWGs may share ownership of eligible facihties).

6 See, e.g., Entergy Power Mktg. Corp., 73 FERC ¶ 61,063 (1995) and LG&E Power Mktg., Inc., 67 FERC II 61,083 (1994). Sec, e.g., Duke Energy Oakland, LLC, 83 FERC ¶ 61,304 (1998) and Sithe Framingham LLC, et al., 83 ITRCII 61,106 (1998).

8 See e.g., Sithe/Indep. Power Partners, L.P., 101 FERC 1161,287, at P 6 n.4 (2002) (citing TXU (No. 5) Pty. Ltd., 92 FERC 1161,170 (2000)).

q See Richmond Power Enter.. L.P. et al., 62 FERC 61,157 (1993). 16 See CNG Power Serv. Corp., 71 FERC II 61,026, at pp. 61,103- I 04 (1995). 'I See e.g , id. and Compaiiia Hidroelectrica Doria Julia S. De R.L., 85 FERC ¶ 61,336 (1998).

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7. The purchase and sale of congestion revenue rights that the Applicant needs for the Facility's power sale operations;12

8. Delivering fuel to third parties to generate electric power to be delivered by that third party to the Applicant for sale at wholesale;13

9. Trading emission allowances associated with the normal operations of the Facility;14

10. The sale of "green" power certificates or credits associated with power produced by the Facility or other eligible facilities owned and/or operated by the Applicant;15

11. Sales of spare parts and/or equipment originally acquired in connection with the ownership and operation of the Facility when such spare parts and/or equipment have become excess to the Applicant's needs;16

12. Engaging in certain project development and financing activities associated with the Facility, such as developing and constructing the Facility and additional generating facilities and other activities that may be required to achieve financial closing on an eligible facility or an EWG;17

13. Leasing or renting property to third parties, provided that all revenues above one dollar (a nominal amount) from activities not reasonably incidental to the ownership or operation of the eligible facility and sales of electric energy at wholesale are donated to charity or transferred to a non-affiliate;18

14. Entering into agreements relating to facilities to be shared with other entities and used in the operation of eligible facilities, as consistent with FERC EWG precedent;19 and

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

12 See Duquesne Power, L.P., 106 FERC fl 61,104 (2004). 13 See CNG Power Serv. Corp., 71 FERC 61,378 (1995) and Southern Energy Mktg., Inc., 71 FERC ¶ 61,376 (1995). ' 4 See UGI Der. Co., 89 FERC II 61,192 (1999). 15 See Madison Windpower, LLC, 93 FERC 1161,270 (2000). 16 See e.g , Blue Spruce Energy Ctr.. LLC, 105 FERC ¶ 61,059 (2003). 17 See e.g., AEP Res., Project Mgmt. Co., 74 FERC ¶ 61,202 (1996); Southern Elec. Wholesale Generators, Inc., 66

FERC 61,264 (1994) and Empresa Valle Hermoso, S.A., 72 FERC ¶ 61,306 at p. 62,288 (1995). 18 See, e.g.. Duke Energy Hot Spring, LLC, 98 FERC ¶ 61,287 (2002). 19 See Hardee Power Partners, Ltd., 104 FERC ¶ 61,327 at P 11 (2003).

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IV. STATE COMMISSION NOTIFICATION

As required by Section 366.7(a) of the Commission's regulations, a copy of this self-

certification will be filed with the Public Utility Commission of Texas, the state cornmission of

the state in which the Facility is located.

V. CONCLUSION

For the reasons set forth in this notice of self-certification, the Applicant satisfies the

requirements of EWG status because it is engaged directly, or indirectly through one or more

affiliates, and exclusively in the business of owning and operating an eligible facility and selling

electric energy at wholesale.

Respectfully submitted,

/s/ K.C. Hairston K.C. Hairston Counsel to Applicant

June 30, 2020

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CERTIFICATE OF SERVICE

I hereby certify that I have this day caused the foregoing Notice of Self-Certification of

Exempt Wholesale Generator Status of HO Clarke Generating, LLC to be served by first-class

mail upon the Public Utility Commission of Texas.

Dated this 30th day ofJune, 2020.

/s/ KC. Hairston K.C. Hairston Balch & Bingham LLP Counsel for HO Clarke Generating, LLC

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