CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — WORK PRODUCT

CONFIDENTIAL — ATTORNEY-CLIENT PRIVILEGED — WORK PRODUCT
DUE DILIGENCE REQUEST LIST
Regulatory / Environmental / Permitting
Calloway-Briggs Renewables Inc. Proposed Initial Public Offering
March 21, 2022
Matter: Calloway-Briggs Renewables Inc. — Proposed Initial Public Offering
C&H Matter No.: 1015-00001
Prepared by:
Brendan Walsh, Lead Associate, Capital Markets, Calderwood & Harkness LLP
Natasha Forbes, Working Associate, Capital Markets, Calderwood & Harkness LLP
Supervised by:
Jennifer Kwon, Responsible Partner, Capital Markets, Calderwood & Harkness LLP
Addressed to:
Sandra Haverford, General Counsel & Corporate Secretary, Calloway-Briggs Renewables Inc.
Copies to:
Garrett Calloway, Chairman & Chief Executive Officer
Marcus Yoon, Chief Financial Officer
Dale Renfroe, Chief Operating Officer
Tomás Quintero, Senior Vice President, Project Development
Priya Anand, Senior Vice President, Finance & Treasurer
CONFIDENTIAL TREATMENT REQUESTED — This document and the information contained herein are protected by the attorney-client privilege and the work-product doctrine. Unauthorized disclosure is strictly prohibited.
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INTRODUCTORY PARAGRAPH AND GENERAL INSTRUCTIONS
In connection with the proposed initial public offering of approximately $600,000,000 of shares of common stock of Calloway-Briggs Renewables Inc. ("CBR" or the "Company") on the New York Stock Exchange (proposed ticker: CBRI), Calderwood & Harkness LLP ("C&H"), as underwriters' counsel, respectfully requests production of the documents and information described below. This Due Diligence Request List relates to regulatory authorizations, environmental compliance, and permitting matters for CBR and each of its direct and indirect subsidiaries. The information gathered in response to this request list will be used in connection with the preparation and review of the Company's registration statement on Form S-1 (or confidential draft registration statement on Form DRS), including the prospectus contained therein, and the conduct of due diligence in connection with the proposed offering.
Scope of Request. This request covers Calloway-Briggs Renewables Inc. and all of its direct and indirect subsidiaries, including without limitation CBR Holdings LLC, Calloway-Briggs Operating Company LLC, and all project-level special purpose vehicles, including Solaris West Solar LLC, Red Mesa Wind Energy LLC, Painted Rock Solar LLC, Pronghorn Wind LLC, Brazos Energy Storage LLC, Mesquite Wind Holdings LLC, Cimarron Solar Development LLC, and CBR Development Co. LLC, together with any other entity in which CBR or any subsidiary holds a controlling interest or through which CBR conducts material operations (collectively, the "CBR Entities").
Coverage. The request encompasses: (a) all operating projects in the CBR portfolio, comprising approximately 3.8 GW of aggregate generating capacity across 22 projects located in the states of Texas, New Mexico, Arizona, California, and Oklahoma; (b) all projects currently under construction, comprising approximately 1.4 GW of aggregate generating capacity, including Mesquite Wind (Oldham County, TX) and Cimarron Solar (Doña Ana County, NM); and (c) all projects in the development pipeline, comprising approximately 6.2 GW of aggregate generating capacity, including Silverleaf Wind (Irion County, TX) and Copper Basin Solar + Storage (Riverside County, CA), as well as all other projects for which CBR or any CBR Entity holds development rights, site control, or interconnection queue positions.
Time Period. Unless otherwise specified, this request list covers all current, historical (covering the five-year period preceding the date of this request list), and pending filings, authorizations, permits, licenses, registrations, certifications, orders, proceedings, and related correspondence.
General Instructions. The Company is requested to observe the following instructions in responding to this request list:
1.  Electronic Production. All responsive documents should be produced in electronic format and uploaded to the C&H due diligence data room established for this matter. Where original documents are available only in hard copy, please produce legible scans in searchable PDF format.
2.  Narrative Summaries. For items that are not reduced to writing or for which no responsive documents exist, please provide a written narrative summary describing the relevant facts, circumstances, and the Company's position with respect to the subject matter of the request.
3.  Responsible Persons. For each category of documents and information requested below, please identify the individuals within the Company (or at external consultants or advisors) who are most knowledgeable about the subject matter and who are available to respond to follow-up inquiries from C&H.
4.  Confidentiality Obligations. Where responsive documents are subject to confidentiality obligations owed to third parties (including counterparties to commercial agreements, governmental authorities, or other persons), please identify such documents, specify the nature of the confidentiality obligation, and advise C&H so that appropriate arrangements may be made prior to production.
5.  Pending or Anticipated Regulatory Actions. Please flag for C&H's immediate attention any pending, threatened, or reasonably anticipated regulatory actions, enforcement proceedings, investigations, or permit denial or revocation proceedings involving any CBR Entity that may be material to the Company's business, financial condition, or results of operations.
6.  Organizational Protocol. To the extent practicable, please organize responsive documents by the section and subsection of this request list to which they are responsive. Where a document is responsive to more than one request, it is sufficient to produce it once with a cross-reference to each applicable request.
Environmental / Technical Consultant. C&H understands that the Company has engaged Greenridge Environmental Sciences LLC ("Greenridge"), led by Dr. Nadine Torres, Principal Scientist, as its environmental and technical consultant for matters related to environmental site assessments and permitting support. We request that the Company coordinate with Greenridge to ensure timely production of all Phase I and Phase II environmental site assessments, biological surveys, cultural resource studies, and other environmental and permitting support materials within the scope of this request list. To the extent Greenridge has prepared draft reports or memoranda that have not yet been finalized, please identify such materials and provide an estimated date of completion.
The specific categories of documents and information requested are set forth below.
SECTION I — FEDERAL ENERGY REGULATORY COMMISSION (FERC) AUTHORIZATIONS
I.A. FERC Market-Based Rate Authority
1.  Copies of all applications for, and orders granting, market-based rate ("MBR") authority under Section 205 of the Federal Power Act, 16 U.S.C. § 824d, for CBR and each subsidiary or affiliate that has obtained or sought such authority, including all supporting exhibits, market power analyses, and schedules filed in connection therewith.
2.  Copies of the most recent MBR triennial review filings submitted by each CBR Entity to FERC, including updated market power analyses (horizontal and vertical market power screens), together with all orders or notices issued by FERC in connection with such triennial reviews.
3.  Copies of any FERC orders conditionally granting, modifying, suspending, revoking, or otherwise restricting MBR authority previously granted to any CBR Entity, including any orders imposing conditions, mitigation measures, or reporting requirements.
4.  Copies of all change-in-status filings made with FERC by or on behalf of any CBR Entity, including without limitation filings related to changes of control, acquisitions, dispositions, affiliate transactions, or changes in the category of seller, together with all FERC orders or notices responsive to such filings.
5.  Copies of all Electric Quarterly Reports ("EQRs") filed with FERC by each CBR Entity for the most recent four calendar quarters, including all transactional data, contract data, and attestation pages.
I.B. FERC Exempt Wholesale Generator (EWG) Status
6.  Copies of all applications filed with FERC for, and orders granting, Exempt Wholesale Generator ("EWG") status under Section 32 of the Public Utility Holding Company Act of 2005 (as codified in Section 1262 of the Energy Policy Act of 2005) for each project-level special purpose vehicle or other CBR Entity, if applicable.
7.  Documentation of any self-certifications of EWG status filed with FERC by or on behalf of any CBR Entity, including the notices published in the Federal Register in connection therewith.
8.  Copies of any FERC notices, orders, or correspondence challenging, questioning, or revoking the EWG status of any CBR Entity, together with any responsive filings or correspondence from the Company.
I.C. FERC Qualifying Facility (QF) Status
9.  Copies of all self-certifications (Form 556) or applications for certification filed with FERC for Qualifying Facility ("QF") status under the Public Utility Regulatory Policies Act of 1978 ("PURPA") for any CBR project or entity, together with all supporting documentation.
10.  Copies of any FERC orders regarding QF status, including grants of certification, recertifications, denials, revocations, or requests for additional information, for any CBR Entity.
11.  Copies of any small power production facility certifications or cogeneration facility certifications, if applicable, together with documentation demonstrating compliance with the applicable efficiency, fuel use, and ownership requirements under PURPA and FERC's implementing regulations at 18 C.F.R. Part 292.
I.D. FERC Interconnection and Transmission
12.  Copies of all Large Generator Interconnection Agreements ("LGIAs") and Large Generator Interconnection Service Agreements ("LGISAs") executed by or on behalf of any CBR Entity and filed with or accepted by FERC, for each operating, under-construction, and development-stage project, including all exhibits, appendices, and amendments thereto.
13.  Documentation of any pending interconnection queue positions held by any CBR Entity, including interconnection study agreements (feasibility study agreements, system impact study agreements, and facilities study agreements), interim interconnection service agreements, and any preliminary or indicative interconnection cost estimates.
14.  Copies of all correspondence with FERC, regional transmission organizations ("RTOs"), independent system operators ("ISOs"), or transmission providers regarding interconnection disputes, re-studies, interconnection cost allocation disputes, or delays in the interconnection process affecting any CBR project.
15.  Copies of any open-access transmission tariff ("OATT") service agreements to which any CBR Entity is a party, including firm or non-firm point-to-point transmission service agreements, network integration transmission service agreements, and any generator imbalance service agreements.
16.  Copies of all transmission service requests filed by or on behalf of any CBR Entity, together with any related FERC filings, including complaints, petitions, or requests for waiver related to transmission service.
I.E. Other FERC Filings and Proceedings
17.  Copies of all other filings made with FERC by or on behalf of any CBR Entity that are not otherwise covered by this Section I, including applications for authorization, petitions for declaratory order, requests for rehearing, and comments or protests filed in FERC dockets.
18.  A description of all complaints, investigations, or enforcement actions initiated by FERC or by any third party against any CBR Entity, including copies of complaints, notices of investigation, data requests, audit letters, and any orders to show cause.
19.  Copies of any settlement agreements, consent orders, or stipulations entered into by any CBR Entity with FERC or in connection with FERC proceedings, together with copies of FERC orders approving such settlements.
20.  Copies of all FERC audit reports, audit notifications, and audit workpapers relating to any CBR Entity, together with copies of any responses filed by the Company and any follow-up correspondence.
SECTION II — NORTH AMERICAN ELECTRIC RELIABILITY CORPORATION (NERC) COMPLIANCE
II.A. NERC Registration and Compliance
21.  Copies of the NERC Compliance Registry entries for each registered entity within CBR's portfolio, including the registration identification numbers and the functional registration categories assigned to each entity.
22.  A summary of the registration status of each CBR project and operating entity, identifying whether each entity is registered as a Generator Owner ("GO"), Generator Operator ("GOP"), Transmission Owner ("TO"), Transmission Operator ("TOP"), Balancing Authority, Planning Authority, or in any other applicable functional category, together with any correspondence with NERC or the applicable Regional Entity regarding registration determinations or changes.
23.  Copies of all NERC compliance filings and self-certifications submitted by or on behalf of each registered CBR Entity for the most recent three years, including annual self-certifications of compliance with applicable reliability standards and any periodic data submittals required under NERC Rules of Procedure.
II.B. NERC Reliability Standards Compliance
24.  Copies of all internal compliance programs, policies, and procedures adopted by CBR or its subsidiaries for the purpose of ensuring compliance with applicable NERC reliability standards, including compliance monitoring and enforcement program ("CMEP") documentation.
25.  A summary of all NERC Reliability Standards applicable to CBR's operations, organized by functional registration category, including without limitation standards in the following families: Facility Design, Connections, and Maintenance ("FAC"); Protection and Control ("PRC"); Interconnection Reliability Operations and Coordination ("IRO"); Transmission Operations ("TOP"); Generator Operations ("GOP"); and any other standards applicable to CBR's registered functions.
26.  Copies of all compliance audit reports, spot check reports, self-report acknowledgments, and investigation reports prepared by or at the direction of NERC or the applicable Regional Entity (including the Texas Reliability Entity, the Southwest Power Pool Regional Entity, and the Western Electricity Coordinating Council, as applicable) for each registered CBR Entity for the most recent three years.
II.C. NERC Violations and Enforcement
27.  Copies of all Notices of Alleged Violation ("NOAVs") issued by NERC or any Regional Entity to any CBR Entity, together with all responses, defenses, and supporting documentation submitted by the Company.
28.  Documentation of all confirmed violations and Find Fix Track and Report ("FFT") dispositions for any CBR Entity, including spreadsheet notices, compliance exception dispositions, and any associated filings with FERC.
29.  Copies of all settlement agreements or stipulations entered into by any CBR Entity with NERC or any Regional Entity, including any penalty assessments, compliance directives, or monitoring conditions imposed in connection therewith.
30.  Copies of all mitigation plans submitted by any CBR Entity in connection with confirmed violations, together with documentation of the status of implementation of each such mitigation plan and any certificates of completion or verification of mitigation.
31.  A description of any pending investigations, inquiries, or data requests from NERC or any Regional Entity directed to any CBR Entity, together with copies of all related correspondence.
II.D. Critical Infrastructure Protection (CIP)
32.  A summary of the Critical Infrastructure Protection ("CIP") compliance status for each CBR facility, including the BES Cyber System categorization (high, medium, or low impact) assigned to each facility under NERC Standard CIP-002.
33.  Copies of all CIP compliance audit results and reports for each CBR facility, together with any corrective action plans ("CAPs") developed in response to audit findings and the status of implementation of such plans.
34.  Copies of all cybersecurity policies and procedures applicable to Supervisory Control and Data Acquisition ("SCADA") systems, energy management systems ("EMS"), and other BES Cyber Systems at CBR facilities, including access management policies, incident response plans, and vulnerability assessment reports.
SECTION III — STATE PUBLIC UTILITY COMMISSION (PUC) FILINGS AND AUTHORIZATIONS
III.A. State PUC Registrations and Certificates
35.  Copies of all registrations, certifications, licenses, or authorizations issued by the following state public utility commissions (or successor agencies) for each CBR Entity and project-level special purpose vehicle:
(a) Public Utility Commission of Texas ("PUCT");
(b) New Mexico Public Regulation Commission ("NMPRC");
(c) Arizona Corporation Commission ("ACC");
(d) California Public Utilities Commission ("CPUC"); and
(e) Oklahoma Corporation Commission ("OCC").
36.  Copies of all power generation facility certificates, competitive renewable energy certificates, or equivalent authorizations issued by the foregoing state commissions for each CBR project.
37.  Copies of all applications for, and orders granting, certificates of public convenience and necessity ("CPCNs") for any CBR project or transmission facility, if applicable, including all testimony, exhibits, and supporting documentation filed in connection with such applications.
38.  Copies of all renewable energy facility certifications or registrations issued under state renewable portfolio standard ("RPS") programs, including certifications as an eligible renewable energy resource or qualifying facility under the applicable state's RPS or clean energy standards.
III.B. State PUC Rate Filings and Approvals
39.  Copies of any rate filings, tariff schedules, or rate case proceedings before any state PUC involving any CBR Entity, including all testimony, supporting schedules, and orders.
40.  Copies of all orders approving power purchase agreements ("PPAs") or interconnection agreements where approval by a state PUC was required as a condition to the effectiveness of such agreements.
41.  Copies of any avoided-cost determinations, standard-offer contracts, or other pricing mechanisms established by state PUCs under state-level implementations of PURPA that are applicable to any CBR project.
III.C. State PUC Reports and Ongoing Obligations
42.  Copies of all annual reports, resource adequacy filings, capacity certifications, or other periodic reports filed by any CBR Entity with any state PUC during the period covered by this request.
43.  Copies of all renewable energy certificate ("REC") tracking account registrations and records of REC generation, retirement, and transfer for each CBR project, including accounts maintained with the Electric Reliability Council of Texas ("ERCOT"), the Western Renewable Energy Generation Information System ("WREGIS"), or other applicable REC tracking systems.
44.  Copies of all reports of facility outages, forced outages, or operational incidents that any CBR Entity was required to file with any state regulator, together with any responsive correspondence or follow-up inquiries from such regulators.
III.D. State PUC Investigations and Proceedings
45.  A description of all pending or threatened investigations, complaints, enforcement proceedings, or show-cause proceedings before any state PUC involving any CBR Entity, together with copies of all initiating pleadings, responsive filings, and interlocutory orders.
46.  Copies of all settlement agreements, consent orders, assurances of voluntary compliance, or penalty assessments entered into or imposed by any state PUC with respect to any CBR Entity.
47.  A list of all state PUC rulemaking or generic proceedings in which any CBR Entity has participated or is currently participating that are relevant to CBR's operations, including without limitation proceedings relating to interconnection rules and standards, renewable energy standards and compliance, distributed generation policies, grid reliability and resilience, and energy storage regulations. For each such proceeding, please provide copies of any comments, testimony, or filings submitted by or on behalf of any CBR Entity.
SECTION IV — INDEPENDENT SYSTEM OPERATOR (ISO) / REGIONAL TRANSMISSION ORGANIZATION (RTO) MATTERS
IV.A. ISO/RTO Registrations and Agreements
48.  Copies of all participating generator agreements, market participant agreements, qualified scheduling entity agreements, or equivalent agreements entered into by any CBR Entity with the following ISOs/RTOs:
(a) Electric Reliability Council of Texas ("ERCOT") — for all Texas-based projects;
(b) Southwest Power Pool ("SPP") — for all Oklahoma-based projects;
(c) California Independent System Operator ("CAISO") — for all California-based projects; and
(d) Any other applicable ISO or RTO in whose territory a CBR project is located or interconnected.
49.  Copies of all resource registration documentation submitted for each generating facility (including energy storage facilities) with the applicable ISO/RTO, including resource parameters, nameplate capacity data, reactive capability data, and operating characteristic submittals.
50.  Copies of all capacity market registrations, capacity supply obligations, resource adequacy contracts, or similar commitments entered into by any CBR Entity with any ISO/RTO or load-serving entity, if applicable.
IV.B. ISO/RTO Market Participation
51.  Summaries of all market settlement disputes, resettlements, price corrections, or uplift charge disputes involving any CBR Entity before any ISO/RTO, together with documentation of the resolution of such disputes.
52.  Copies of all notices of non-compliance with ISO/RTO protocols, operating procedures, market rules, or planning standards issued to any CBR Entity, together with any responsive filings or remedial actions taken by the Company.
53.  Copies of all ISO/RTO enforcement actions, sanctions, financial penalties, or market participant disqualification notices directed at any CBR Entity, together with copies of any appeal or dispute resolution filings.
IV.C. Interconnection Studies and Agreements with ISOs/RTOs
54.  Copies of all generator interconnection study reports for each CBR project, including feasibility study reports, system impact study reports, and facilities study reports, together with all appendices, cost estimates, and technical analyses contained therein.
55.  Copies of all interconnection agreements executed through or filed with ISOs/RTOs, including standard generator interconnection agreements, interconnection and operating agreements, and any amendments, supplements, or letter agreements related thereto.
56.  A summary of the current status of interconnection queue positions for all under-construction and development-stage projects, specifically including:
(a) Mesquite Wind (Oldham County, TX) — approximately 420 MW onshore wind, currently under construction, expected commercial operation date Q3 2022. Please provide the ERCOT interconnection queue position number, the status of all required studies, any executed or pending interconnection agreements, the scope and estimated cost of any required transmission system upgrades, and any outstanding milestones or conditions precedent to full interconnection service.
(b) Cimarron Solar (Doña Ana County, NM) — approximately 350 MW solar PV, currently under construction, expected commercial operation date Q1 2023. Please provide the applicable ISO/RTO interconnection queue position number, the status of all required studies, any executed or pending interconnection agreements, and the scope and estimated cost of any required system or network upgrades.
(c) Silverleaf Wind (Irion County, TX) — approximately 600 MW onshore wind, development stage, expected commercial operation date Q4 2024. Please provide the ERCOT interconnection queue position number, the current phase of the interconnection study process, the estimated timeline for completion of remaining studies, and any preliminary interconnection cost estimates.
(d) Copper Basin Solar + Storage (Riverside County, CA) — approximately 750 MW solar PV plus 300 MW / 1,200 MWh battery energy storage, development stage, expected commercial operation date Q2 2025. Please provide the CAISO interconnection queue position, the current cluster study phase, the estimated timeline for completion of remaining studies, and any preliminary cost estimates for network upgrades or delivery network upgrades.
SECTION V — ENVIRONMENTAL PERMITS AND COMPLIANCE
V.A. National Environmental Policy Act (NEPA) Compliance
57.  Copies of all Environmental Impact Statements ("EIS"), Environmental Assessments ("EA"), Findings of No Significant Impact ("FONSI"), or categorical exclusions prepared or issued by federal agencies in connection with any CBR project, including the lead federal agency's administrative record for each NEPA review.
58.  Copies of all Records of Decision ("RODs") issued by federal agencies for CBR projects, including any conditions, mitigation measures, or monitoring requirements imposed therein.
59.  A description of any ongoing or pending NEPA reviews for under-construction or development-stage projects, including the identity of the lead federal agency, the current status of the review, the expected timeline for completion, and any issues or concerns raised by the reviewing agency or commenting parties.
V.B. Clean Air Act Compliance
60.  Copies of all air quality permits issued to any CBR Entity, including Prevention of Significant Deterioration ("PSD") permits, Title V operating permits, minor source permits, and any general permits or permits by rule, for each project facility.
61.  Copies of all emissions inventories and annual compliance reports filed with federal or state air quality agencies for each CBR facility for the past five years.
62.  Copies of any notices of violation ("NOVs"), compliance orders, consent decrees, administrative penalty orders, or other enforcement actions under the Clean Air Act or analogous state air quality laws directed at any CBR Entity.
63.  Copies of all state air quality permit equivalents issued to any CBR Entity, including without limitation:
(a) Texas Commission on Environmental Quality ("TCEQ") air quality permits and permits by rule;
(b) New Mexico Environment Department ("NMED") air quality permits;
(c) Arizona Department of Environmental Quality ("ADEQ") air quality permits;
(d) California Air Resources Board ("CARB") and local air district permits; and
(e) Oklahoma Department of Environmental Quality ("ODEQ") air quality permits.
V.C. Clean Water Act Compliance
64.  Copies of all Section 404 permits (dredge and fill permits) issued by the U.S. Army Corps of Engineers for each CBR project site, including nationwide permits, individual permits, and any associated mitigation requirements.
65.  Copies of all Section 401 water quality certifications issued by the applicable state environmental agency for each CBR project, together with any conditions imposed therein.
66.  Copies of all National Pollutant Discharge Elimination System ("NPDES") permits or state-equivalent permits issued to any CBR Entity, including stormwater discharge permits, construction dewatering permits, and industrial stormwater general permits.
67.  Copies of all Stormwater Pollution Prevention Plans ("SWPPPs") for all operating and under-construction projects, including any amendments or updates thereto, and copies of all inspection reports and monitoring data required under such plans.
68.  Copies of all Spill Prevention, Control, and Countermeasure ("SPCC") plans prepared for any CBR facility that stores oil or hazardous substances in quantities exceeding the applicable thresholds under 40 C.F.R. Part 112, together with documentation of any plan amendments, integrity testing, or inspection records.
V.D. Endangered Species Act (ESA) Compliance
69.  Copies of all biological opinions ("BiOps") issued by the U.S. Fish and Wildlife Service ("USFWS") or the National Marine Fisheries Service ("NMFS") for each CBR project, including any reasonable and prudent measures, terms and conditions, or conservation recommendations contained therein.
70.  Copies of all incidental take permits ("ITPs") issued under Section 10 of the Endangered Species Act for any CBR project, together with copies of all habitat conservation plans ("HCPs") prepared in connection with such permits.
71.  Copies of all biological assessments and biological surveys conducted for all CBR projects, including pre-construction wildlife surveys, habitat assessments, protocol-level surveys for listed species, and any addenda or supplements thereto.
72.  Copies of all Eagle Conservation Plans ("ECPs") prepared for CBR wind energy projects, specifically including plans prepared for Red Mesa Wind (Custer County, OK), Pronghorn Wind (Nolan County, TX), Mesquite Wind (Oldham County, TX), and Silverleaf Wind (Irion County, TX), together with copies of all eagle take permits issued by USFWS under the Bald and Golden Eagle Protection Act.
73.  Copies of all avian and bat mortality monitoring reports and post-construction fatality monitoring data for all operating wind projects, including search efficiency and carcass persistence trial data, mortality estimates, and any adaptive management measures implemented in response to monitoring results.
74.  Copies of all records of formal and informal consultations with USFWS under Section 7 or Section 10 of the Endangered Species Act, including initiation letters, biological assessments submitted to USFWS, concurrence letters, and any related correspondence.
75.  Copies of all threatened or endangered species survey results for each project site, including species lists, habitat suitability assessments, and all correspondence with USFWS or state wildlife agencies regarding the presence or potential presence of listed species on or in the vicinity of project sites.
V.E. Migratory Bird Treaty Act (MBTA) and Bald and Golden Eagle Protection Act (BGEPA) Compliance
76.  Copies of all eagle take permits issued under the Bald and Golden Eagle Protection Act ("BGEPA") for any CBR wind energy project, together with all supporting applications, eagle survey data, and eagle risk assessments submitted to USFWS.
77.  Copies of all Migratory Bird Treaty Act ("MBTA") compliance documentation, including any voluntary or mandatory avian protection plans, avian and bat protection plans, or bird and bat conservation strategies adopted by any CBR Entity.
78.  Copies of all correspondence with USFWS regarding avian or eagle mortality incidents at any CBR project, including incident reports, carcass collection records, and any enforcement or advisory correspondence from USFWS.
79.  Copies of all post-construction fatality monitoring data and reports for avian and bat species at all operating wind projects, including tier-level monitoring protocols, search methodology descriptions, and annual reporting submissions.
V.F. National Historic Preservation Act (NHPA) — Section 106 Compliance
80.  Copies of all cultural resource surveys and assessments (including Phase I archaeological surveys, Phase II evaluations, and Phase III data recovery investigations) conducted for each CBR project site.
81.  Copies of all Section 106 consultation records with State Historic Preservation Officers ("SHPOs") and Tribal Historic Preservation Officers ("THPOs"), including initiation of consultation letters, determination of effect letters, concurrence letters, and any objections or disputes raised during the consultation process.
82.  Copies of all Memoranda of Agreement ("MOAs") or Programmatic Agreements entered into by any CBR Entity (or by a federal lead agency on behalf of a CBR project) regarding the mitigation of adverse effects to historic or cultural resources.
83.  A description of any adverse-effect determinations issued for any CBR project, any ongoing disputes or unresolved consultations regarding cultural resources, and any commitments for additional survey, avoidance, or mitigation measures.
V.G. Other Federal Environmental Statutes
84.  Resource Conservation and Recovery Act (RCRA). Copies of all hazardous waste generator status determinations, EPA identification numbers, hazardous waste manifests, land disposal restriction notifications, and RCRA compliance records for each CBR facility.
85.  Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA). A description of any past or present designations of any CBR project site or adjacent property as a Superfund site, a brownfield site, or a site on a state cleanup list, together with copies of any preliminary assessments, site investigations, remedial investigations, or records of decision relating thereto.
86.  Toxic Substances Control Act (TSCA). Copies of all compliance records for polychlorinated biphenyls ("PCBs"), asbestos, lead-based paint, or other TSCA-regulated substances at any CBR project facility, including inspection records, analytical results, and disposal records.
87.  Federal Aviation Administration (FAA). Copies of all FAA Determinations of No Hazard to Air Navigation or lighting requirement determinations for wind turbines at Red Mesa Wind (Custer County, OK), Pronghorn Wind (Nolan County, TX), Mesquite Wind (Oldham County, TX), and Silverleaf Wind (Irion County, TX), together with copies of all Form 7460-1 (Notice of Proposed Construction or Alteration) filings and FAA aeronautical study results.
SECTION VI — PHASE I AND PHASE II ENVIRONMENTAL SITE ASSESSMENTS
VI.A. Phase I Environmental Site Assessments
88.  Copies of all Phase I Environmental Site Assessments ("Phase I ESAs") conducted for each CBR project site in accordance with ASTM Standard E1527-21 (Standard Practice for Environmental Site Assessments: Phase I Environmental Site Assessment Process) or earlier editions thereof (including ASTM E1527-13 or ASTM E1527-05, as applicable at the time of preparation).
89.  For each Phase I ESA produced, please identify the environmental consultant that performed the assessment, the date of the assessment, and the applicable ASTM standard edition under which the assessment was conducted. We note that Greenridge Environmental Sciences LLC (Dr. Nadine Torres, Principal Scientist) has served as the Company's primary environmental consultant for Phase I and Phase II ESAs across the portfolio, and we request confirmation of whether any assessments were performed by other consultants.
90.  For each Phase I ESA, please provide a summary of all identified Recognized Environmental Conditions ("RECs"), Historical Recognized Environmental Conditions ("HRECs"), and Controlled Recognized Environmental Conditions ("CRECs") for each property, including a description of the nature and location of each condition and any de minimis conditions noted in the assessment.
91.  For each Phase I ESA that recommended additional investigation (e.g., Phase II ESA, vapor intrusion screening, or additional records review), please identify the specific recommendation and indicate whether such additional investigation has been completed, is in progress, or has not been initiated.
VI.B. Phase II Environmental Site Assessments
92.  Copies of all Phase II Environmental Site Assessments ("Phase II ESAs"), including subsurface investigations, soil sampling reports, groundwater sampling reports, vapor intrusion assessments, and any other investigative reports, conducted for any CBR project site.
93.  For each Phase II ESA, copies of all analytical laboratory results (including chain-of-custody documentation) and a comparison of analytical results to applicable federal and state screening levels, including EPA Regional Screening Levels, state risk-based screening levels, and any site-specific target levels established by applicable regulatory agencies.
94.  A summary of all remediation recommendations arising from Phase II ESA findings, including descriptions of recommended remedial alternatives, estimated remediation costs, and the regulatory framework applicable to any required cleanup.
95.  A description of the status of any ongoing remediation or monitoring activities at any CBR project site, including copies of any remedial action plans, monitoring well installation reports, quarterly or semi-annual groundwater monitoring reports, and any correspondence with regulatory agencies regarding the progress and adequacy of remediation efforts.
VI.C. Environmental Condition Reports and Updates
96.  Copies of all baseline environmental condition reports prepared in connection with land leases, easements, or surface-use agreements for CBR project sites, including any photographic documentation and baseline sampling data.
97.  Copies of all updated environmental assessments, reliance letters, or re-certifications of Phase I ESAs issued in connection with project financings, including assessments prepared for or relied upon by the Company's project-level lenders, specifically including Veltrano National Bank, Prairie Commercial Bank, N.A., and Veltara Basin Financial LLC. Please include any side letters, update agreements, or scope-of-work modifications related to such assessments.
98.  Copies of all transaction screen assessments, desktop reviews, or limited environmental reviews conducted for development pipeline projects that have not yet been the subject of a full Phase I ESA.
SECTION VII — STATE ENVIRONMENTAL PERMITS AND COMPLIANCE
VII.A. Texas (TCEQ and Other State Agencies)
99.  Copies of all permits, authorizations, registrations, and notifications issued by or filed with the Texas Commission on Environmental Quality ("TCEQ") for each CBR project located in the State of Texas, including:
(a) Solaris West Solar (Pecos County, TX);
(b) Pronghorn Wind (Nolan County, TX);
(c) Brazos Energy Storage (Fort Bend County, TX);
(d) Mesquite Wind (Oldham County, TX — under construction); and
(e) All development-stage projects in Texas, including Silverleaf Wind (Irion County, TX).
100.  Copies of all consultation records with the Texas Parks and Wildlife Department ("TPWD") regarding the potential presence of state-listed threatened or endangered species at or in the vicinity of any Texas-based CBR project site, including any recommendations for avoidance, minimization, or mitigation measures.
101.  Copies of any permits or authorizations issued by the Texas General Land Office ("GLO") for coastal impacts, use of state-owned submerged lands, or other activities affecting state-owned lands in connection with any CBR project, if applicable.
102.  Copies of any permits issued by the Railroad Commission of Texas for oil and gas-related land use, pipeline crossings, or surface mining activities at or adjacent to any CBR project site, if applicable.
VII.B. New Mexico (NMED and Other State Agencies)
103.  Copies of all permits, authorizations, registrations, and notifications issued by or filed with the New Mexico Environment Department ("NMED") for the Cimarron Solar project (Doña Ana County, NM), including air quality permits, water quality permits, stormwater permits, and any hazardous waste registrations.
104.  Copies of all consultation records with the New Mexico Department of Game and Fish regarding state-listed threatened or endangered species at or in the vicinity of the Cimarron Solar project site, including any biological surveys, conservation recommendations, and correspondence.
105.  Copies of any authorizations or leases issued by the New Mexico State Land Office for the use of state trust lands in connection with the Cimarron Solar project or any other CBR project in New Mexico, if applicable.
VII.C. Arizona (ADEQ and Other State Agencies)
106.  Copies of all permits, authorizations, registrations, and notifications issued by or filed with the Arizona Department of Environmental Quality ("ADEQ") for the Painted Rock Solar project (Maricopa County, AZ), including air quality permits, aquifer protection permits, stormwater permits, and any hazardous waste registrations.
107.  Copies of all consultation records with the Arizona Game and Fish Department regarding state-listed wildlife species of concern at or in the vicinity of the Painted Rock Solar project site, including any biological surveys, guidelines compliance documentation, and correspondence.
108.  Copies of any permits, leases, or right-of-way grants issued by the Arizona State Land Department in connection with the Painted Rock Solar project or any other CBR project in Arizona, if applicable.
VII.D. California (CARB, CEQA, and Other State Agencies)
109.  Copies of all California Environmental Quality Act ("CEQA") documentation for the Copper Basin Solar + Storage project (Riverside County, CA), including any Environmental Impact Reports ("EIRs"), Mitigated Negative Declarations ("MNDs"), Initial Studies, Notices of Preparation, Notices of Determination, or Categorical Exemptions, together with all public comments received and responses to comments.
110.  Copies of all permits issued by local Air Quality Management Districts (including the South Coast Air Quality Management District, if applicable) for the Copper Basin Solar + Storage project.
111.  Copies of all consultation records and authorizations from the California Department of Fish and Wildlife ("CDFW"), including Incidental Take Permits under the California Endangered Species Act ("CESA"), Lake and Streambed Alteration Agreements under California Fish and Game Code Section 1602, and any Consistency Determinations under CESA Section 2080.1.
112.  Copies of all California Endangered Species Act ("CESA") compliance documentation for the Copper Basin Solar + Storage project, including applications for incidental take permits, conservation strategies, and correspondence with CDFW.
113.  Documentation of compliance with the Desert Renewable Energy Conservation Plan ("DRECP"), if applicable to the Copper Basin Solar + Storage project, including any Development Focus Area ("DFA") or variance process determinations.
VII.E. Oklahoma (ODEQ and Other State Agencies)
114.  Copies of all permits, authorizations, registrations, and notifications issued by or filed with the Oklahoma Department of Environmental Quality ("ODEQ") for the Red Mesa Wind project (Custer County, OK), including air quality permits, stormwater permits, and any solid or hazardous waste registrations.
115.  Copies of all consultation records with the Oklahoma Department of Wildlife Conservation regarding state-listed or species of special concern at or in the vicinity of the Red Mesa Wind project site, including any biological surveys, conservation recommendations, and correspondence.
SECTION VIII — LAND USE, ZONING, AND LOCAL PERMITS
VIII.A. Conditional Use Permits and Special Use Permits
116.  Copies of all conditional use permits ("CUPs"), special use permits ("SUPs"), special exceptions, variances, or equivalent local land-use approvals issued by county, municipal, or other local governmental authorities for each CBR project, including all exhibits, site plans, and conditions of approval.
117.  Copies of all minutes, transcripts, or records of public hearings, planning commission meetings, and county commissioner or board of supervisors meetings at which approvals for CBR projects were considered, together with copies of any written public comments, petitions, or letters of opposition or support submitted in connection therewith.
118.  For each CUP, SUP, or equivalent approval, a summary of all conditions of approval and the current compliance status for each such condition, including any deadline-driven conditions, monitoring requirements, and reporting obligations.
VIII.B. Building and Construction Permits
119.  Copies of all building permits, grading permits, electrical permits, mechanical permits, and plumbing permits issued for each operating and under-construction CBR project.
120.  Copies of all certificates of occupancy, certificates of completion, or final inspection approvals issued by local building authorities for each operating CBR facility.
121.  A summary of the current status of building and construction permits for the Mesquite Wind (Oldham County, TX) and Cimarron Solar (Doña Ana County, NM) projects, currently under construction, including identification of any outstanding permit applications, inspections, or conditions that must be satisfied prior to commercial operation.
VIII.C. County and Municipal Approvals
122.  Copies of all road-use agreements, oversize/overweight vehicle permits, haul route agreements, and road maintenance or repair agreements entered into by any CBR Entity with county or municipal authorities in connection with the construction or operation of any CBR project.
123.  Copies of all decommissioning agreements, decommissioning plans, and financial assurance instruments (including surety bonds, letters of credit, or escrow agreements) posted with local governments in connection with the future decommissioning of any CBR project facility.
124.  Copies of all tax abatement agreements entered into by any CBR Entity with local taxing jurisdictions, including agreements under Chapter 312 (Tax Abatement) and Chapter 313 (Texas Economic Development Act) of the Texas Tax Code, and equivalent tax incentive agreements in New Mexico, Arizona, California, and Oklahoma. Please include all applications, approvals, compliance reports, and any amendments or extensions.
125.  Copies of all community benefit agreements, good-neighbor agreements, host community agreements, or similar agreements entered into by any CBR Entity with local communities, landowners, or community organizations in connection with any CBR project.
VIII.D. Setback and Noise Compliance
126.  Documentation of compliance with all applicable local setback requirements for wind turbines and solar arrays, including setback distance calculations, site layout drawings demonstrating setback compliance, and any variance or waiver approvals obtained from local authorities.
127.  Copies of all noise studies, sound-level modeling reports, and post-construction noise monitoring reports prepared for any CBR project, together with documentation of compliance with applicable local noise ordinances and any state noise standards.
128.  Copies of all shadow flicker studies and modeling reports prepared for CBR wind projects, together with documentation of compliance with any applicable shadow flicker limits or guidelines established by local authorities.
SECTION IX — INTERCONNECTION AND TRANSMISSION PERMITTING
IX.A. Transmission Line Permits
129.  Copies of all permits, authorizations, and approvals for any transmission lines owned or operated by any CBR Entity, including generator tie-lines ("gen-tie lines") connecting project facilities to the applicable point of interconnection with the transmission grid.
130.  Copies of all state PUC or energy facility siting board approvals for the construction of new transmission facilities by any CBR Entity, including certificates of environmental compatibility and public need, siting permits, and route approvals.
131.  Copies of all rights-of-way permits, grants, or authorizations from federal agencies, including the Bureau of Land Management ("BLM") and the United States Forest Service ("USFS"), for transmission lines crossing federal lands in connection with any CBR project.
IX.B. Substation Permits
132.  Copies of all permits and authorizations for substations at each CBR project site, including building permits, electrical permits, and any siting or land-use approvals specific to substation facilities.
133.  Documentation of compliance with applicable electrical codes and safety standards (including the National Electrical Code and National Electrical Safety Code) for each CBR substation.
IX.C. Grid Interconnection Approvals
134.  Copies of all final interconnection approval letters, commercial operation date ("COD") certifications, and permission to operate notices issued by the applicable ISO/RTO or interconnecting utility for each operating CBR project.
135.  Copies of all system impact study results, facilities study results, and descriptions of any required system upgrades or network upgrades identified as conditions to interconnection, together with documentation of the completion status and cost allocation for such upgrades.
136.  Copies of all letters of credit, cash deposits, surety bonds, or other financial security posted by any CBR Entity in connection with interconnection obligations, together with documentation of the current outstanding amounts and release conditions.
SECTION X — HAZARDOUS MATERIALS AND WASTE MANAGEMENT
X.A. Hazardous Waste
137.  A list of all EPA identification numbers assigned to each CBR facility that generates, stores, treats, or disposes of hazardous waste, together with documentation of the generator category (large quantity generator, small quantity generator, or very small quantity generator) for each such facility.
138.  Copies of all hazardous waste manifests for the transport and disposal of hazardous waste from each CBR facility for the past five years, together with copies of land disposal restriction notifications and exception reports.
139.  Copies of all biennial hazardous waste reports (EPA Form 8700-13 A/B) submitted by any CBR facility that is a large quantity generator for the past three reporting cycles.
140.  Copies of all battery storage-specific waste management plans, battery degradation monitoring protocols, and end-of-life battery disposal or recycling plans for the Brazos Energy Storage facility (200 MW / 800 MWh lithium-ion battery system, Fort Bend County, TX) and the Copper Basin Solar + Storage project (300 MW / 1,200 MWh battery energy storage system, Riverside County, CA), including any compliance documentation under the Universal Waste Rule or applicable state battery waste regulations.
X.B. Universal Waste and E-Waste
141.  Copies of all compliance records for the handling, accumulation, and disposal of universal waste at CBR facilities, including universal waste batteries, mercury-containing equipment, lamps, and pesticides, together with documentation of universal waste handler status (small quantity handler or large quantity handler).
142.  Copies of all solar panel end-of-life management plans, manufacturer take-back agreements, extended producer responsibility program enrollments, or recycling agreements for photovoltaic modules at CBR solar projects, including any waste characterization testing results for PV panel materials.
X.C. Spill and Release Reporting
143.  Copies of all records of reportable spills, releases, or discharges of hazardous substances, petroleum products, or other regulated materials at or from any CBR facility, including spill event reports, cleanup documentation, and photographic records.
144.  Copies of all notification filings submitted to the EPA, the National Response Center, state environmental agencies, or local emergency response authorities in connection with any reportable spill or release at any CBR facility.
145.  Copies of all cleanup records, remediation completion reports, and agency closure letters or no-further-action determinations for any remediated spills or releases at CBR facilities.
SECTION XI — WATER RIGHTS AND WATER USE PERMITS
146.  Copies of all water appropriation permits, water rights, or water use authorizations held by any CBR Entity for project operations, including permits for dust suppression, solar panel washing, vegetation management, construction dewatering, and other project-related water uses.
147.  Copies of all groundwater withdrawal permits or groundwater management district authorizations held by any CBR Entity, together with documentation of metered water usage and compliance with permitted withdrawal volumes.
148.  Copies of all water supply agreements entered into by any CBR Entity with local water districts, municipal water suppliers, rural water cooperatives, or other water providers, including agreements for the delivery of potable water, non-potable water, or reclaimed water to project sites.
149.  Documentation of compliance with applicable state water codes, groundwater conservation district rules, and any pending or anticipated water rights adjudications, investigations, or enforcement actions affecting any CBR project site or water supply source.
SECTION XII — AVIATION AND AIRSPACE
150.  Copies of all FAA Obstruction Evaluation / Airport Airspace Analysis ("OE/AAA") filings (Form 7460-1, Notice of Proposed Construction or Alteration) submitted by or on behalf of any CBR Entity for wind turbines at all operating, under-construction, and development-stage wind projects.
151.  Copies of all FAA Determinations of No Hazard to Air Navigation issued for wind turbines at the following projects:
(a) Red Mesa Wind (Custer County, OK);
(b) Pronghorn Wind (Nolan County, TX);
(c) Mesquite Wind (Oldham County, TX); and
(d) Silverleaf Wind (Irion County, TX).
152.  Copies of all Aircraft Detection Lighting System ("ADLS") approvals, exemptions, or authorizations issued by the FAA for any CBR wind project, if applicable, together with documentation of ADLS installation status and operational compliance.
153.  Copies of all glare studies, solar glint and glare analyses, or reflectivity assessments prepared for CBR solar projects located near airports, airstrips, or military installations, specifically including:
(a) Painted Rock Solar (Maricopa County, AZ);
(b) Cimarron Solar (Doña Ana County, NM); and
(c) Copper Basin Solar + Storage (Riverside County, CA).
154.  Copies of all Department of Defense ("DoD") mission compatibility assessments, military aviation and installation assurance siting clearances, or other military compatibility evaluations conducted for any CBR project, together with any correspondence with DoD or military installation commanders regarding potential mission impacts.
SECTION XIII — REGULATORY COMPLIANCE PROGRAMS AND POLICIES
XIII.A. Internal Compliance Policies
155.  Copies of all environmental, health, and safety ("EH&S") management system documentation adopted or maintained by CBR or any subsidiary, including EH&S policy statements, management system manuals (e.g., ISO 14001 or OHSAS 18001/ISO 45001 documentation), and organizational charts identifying EH&S responsibilities.
156.  Copies of all environmental compliance audit programs, internal audit schedules, and the most recent internal audit results for each CBR project and operating entity, including any findings, corrective action recommendations, and status of corrective actions.
157.  Copies of all incident reporting and investigation procedures, including protocols for the reporting, investigation, and root-cause analysis of environmental releases, safety incidents, near-misses, and regulatory compliance deviations.
158.  Copies of all employee and contractor training programs for environmental and regulatory compliance, including training curricula, records of training completion, and any certifications required for personnel performing environmental compliance functions.
XIII.B. Third-Party Environmental Audits
159.  Copies of all reports from independent third-party environmental audits or assessments (other than Phase I and Phase II ESAs addressed in Section VI), including any operational compliance audits, environmental management system audits, or regulatory compliance assessments performed by external consultants.
160.  Copies of any third-party compliance gap analyses, regulatory benchmarking reports, or readiness assessments prepared in connection with the Company's proposed initial public offering or other strategic transactions.
XIII.C. Insurance — Environmental Liability
161.  Copies of all environmental liability insurance policies maintained by any CBR Entity, including pollution legal liability ("PLL") policies, remediation cost cap policies, contractor's pollution liability ("CPL") policies, and any environmental impairment liability policies, together with all endorsements, schedules, and declarations pages.
162.  A claims history summary for all environmental liability insurance policies maintained by any CBR Entity during the past five years, including descriptions of each claim or notice of potential claim, the amount of each claim, the status of each claim (open, closed, or reserved), and the amount of any payments made by insurers.
SECTION XIV — PENDING OR THREATENED REGULATORY AND ENVIRONMENTAL PROCEEDINGS
XIV.A. Pending Proceedings
163.  A complete list of all pending administrative proceedings, investigations, enforcement actions, or litigation before any federal, state, or local environmental or regulatory agency involving any CBR Entity, including proceedings before the EPA, FERC, NERC, state environmental agencies, state PUCs, ISOs/RTOs, and local governmental authorities.
164.  Copies of all notices of violation ("NOVs"), compliance orders, administrative penalty orders, cease-and-desist orders, consent agreements, or other formal enforcement documents issued by any governmental authority to any CBR Entity that remain unresolved or subject to ongoing compliance obligations.
165.  A summary of the status of all pending permit applications for under-construction and development-stage projects, including identification of any applications that have been denied, contested, or delayed, together with copies of relevant agency correspondence.
XIV.B. Threatened Proceedings
166.  Copies of all correspondence from any governmental authority indicating potential violations of environmental or regulatory requirements, proposed enforcement actions, contemplated investigations, or requests for information that may be a precursor to enforcement, directed at any CBR Entity.
167.  Copies of all citizen-suit notice letters received by any CBR Entity under the Clean Air Act (42 U.S.C. § 7604), the Clean Water Act (33 U.S.C. § 1365), the Resource Conservation and Recovery Act (42 U.S.C. § 6972), or any other federal or state environmental statute authorizing citizen enforcement actions.
168.  A summary of any environmental issues, concerns, or opposition raised in community comments, public hearing testimony, media reports, or correspondence from community groups, non-governmental organizations, or individual members of the public in connection with any CBR project, including any pending or anticipated legal challenges to project permits or approvals.
XIV.C. Historical Proceedings
169.  Copies of all resolved environmental or regulatory proceedings involving any CBR Entity from the past five years, including copies of all settlement agreements, consent orders, consent decrees, final orders, and penalty payment records.
170.  For each resolved proceeding identified in response to the foregoing request, a description of any post-settlement or post-order compliance obligations that remain in effect, including monitoring requirements, reporting obligations, supplemental environmental projects, and the current status of compliance with such obligations.
SECTION XV — UPCOMING PERMIT RENEWALS AND REGULATORY FILINGS
171.  A comprehensive schedule of all upcoming permit renewals, reauthorizations, license renewals, and recurring regulatory filings for each CBR project that are due or expected to be due within the next 24 months, including the following information for each item:
(a) Permit or authorization type;
(b) Issuing agency