HomeMy WebLinkAboutSWA000071_7. Pine Gate Renewables - Resolution Appointing Signatories (Executed 12.2019)_20200617The undersigned, being the sole Manager and all of the Members of Pine Gate Renewables
LLC, a North Carolina limited liability company (the "Company") do hereby consent to and adopt the
following resolution in lieu of separate meetings of the Manager and Members pursuant to Sections 5.2 and
4.8 of the Second Amended and Restated Operating Agreement of the Company dated effective as of
January 1, 2018 (the "Second Amended Operating Agreement"), and to revoke the prior Resolution of
the Manager and Members for Pine Gate Renewables, LLC, regarding the appointment of signatories, dated
May 4, 2018 (the "Prior Resolution"):
Appointment of S6anatories
WHEREAS, in accordance with Section 5.3(a) of the Second Amended Operating
Agreement, the Manager desires to delegate the authority to carry out the day-to-day business of the
Company related to reviewing, negotiating and approving certain types of documents or instruments
identified below next to each person's name, including the authority to execute such documents or
instruments on behalf of the Company or its subsidiaries and affiliates (each such person an "Authorized
Person"):
Authorized Person
Documents
Steve Levitas
-Confidentiality Agreements
-Engagement Letters (regulatory counsel and lobbyists)
Dave Groleau
-Confidentiality Agreements
Sam Kliewer
-Confidentiality Agreements
Patty Wright
-Confidentiality Agreements
Jason Birn
-Confidentiality Agreements
-Engagement Letters (appraisals, cost
certifications, financial
models)
Andrew Vietze
-Confidentiality Agreements
-Engagement Letters (appraisals, cost
certifications, financial
models)
John Beebee
-Confidentiality Agreements
-Engagement Letters (appraisals, cost
certifications, financial
models)
Michael Delaney
-Loan Draw Requests, Request for
Advance, or similar
documents
Michael Audet
-Engagement Letters (tax and audit)
-Cost Confirmation Letters
-Sales & Use Tax Filings
-Personal Property Tax Filings
Brian Taddonio -Confidentiality Agreements
-Purchase Orders
Bru Weber -Contracts (EPC or O&M or associated subcontracts)
-Pay Applications
Matt Massarelli provided none of the foregoing documents causes the Company
or its subsidiaries or affiliates to incur obligations, liabilities or
Roy "Tripp" McSwain expenses in excess of $200,000
WHEREAS, the Manager desires to revoke the Prior Resolution.
NOW, THEREFORE, BE TT RESOLVEID, that (i) each such Authorized Person is
hereby authorized and directed, for and in the name of the Company and its subsidiaries and affiliates, to
carry out the day-to-day business of the Company related to reviewing, negotiating and approving certain
types of documents or instruments identified above next to each person's name, including the authority to
execute such documents or instruments as an Authorized Person on behalf of the Company or its
subsidiaries or affiliates for matters related to such business or such matters otherwise delegated to such
Authorized Person by the Manager, and (ii) the Prior Resolution is hereby revoked in its entirety.
Notwithstanding the foregoing, the authority granted to the named Authorized Persons in this Resolution
shall immediately be revoked, terminated and of no further for or effect upon such Authorized Person no
longer being employed by Pine Gate Renewables, LLC.
[SIGNATURE PAGE FOLLOWS)
IN WITNESS WIIEREOF, the parties have duly executed this written consent action, or
caused it to be duly executed, effective as of December 20, 2019.
PGR PARTNERS, LLC
y: James Luster
Its: Manager
PGR PARTNERS, LLC
DELANEY KATE HOLDINGS, LLC
By: usterIV
Its: Managing Member
[Signature Page to Resolution of the Manager and Members of Pine Gate Renewables, LLC]