HomeMy WebLinkAboutSW5180502_Signing Authority_20180620CYPRESS CREEK HOLDINGS, LLC
SIGNATURE AUTHORITY POLICY
PURPOSE:
This Signature Authority Policy (this "Policy") describes the delegation of authority to certain
employees to execute documents creating binding legal obligations on behalf of Cypress Creek
Holdings, LLC ("Holdings") and the direct and indirect subsidiaries of Holdings (with the
exception of FLS Energy, Inc. and its direct and indirect subsidiaries, each subsidiary an
"Applicable Subsidiary" and collectively, the "Applicable Subsidiaries").
Only Authorized Persons (as defined in this Policy) may execute documents and agreements on
behalf of the Company and the Applicable Subsidiaries. Violating this Policy could expose
Holdings and the Applicable Subsidiaries (collectively, the "Company") to unintended legal and
commercial liabilities. Conduct that violates this Policy is outside the scope of your employment
and may subject you to appropriate disciplinary action by the Company, including possible
termination of employment. No individual is authorized to enter into verbal agreements binding
the Company and only the Authorized Persons named in this Policy are authorized to execute
written agreements.
Any individuals who have employees reporting to them should take all necessary steps to ensure
their employees know and follow this Policy. In connection, all managers should periodically
consult with their team to verify that appropriate procedures for implementation of this Policy have
been developed and are being followed.
Holdings has the right to amend this Policy at any time, including the right to add or remove
Authorized Persons. Any action by an Authorized Person taken pursuant to a proper delegation
of authority hereunder will not be invalidated because of subsequent issuances of this Policy.
SCOPE:
This policy is applicable to all officers, directors, employees, representatives and agents of the
Company, as well each Applicable Subsidiary.
POLICY:
Section 1 General
1.1 Approval Process and Compliance Documentation.
Legal and Finance review and approval of all agreements must be obtained prior to execution
pursuant to the Company's then current Contract Approval Policy; provided, that, review and
approval pursuant to the Company's Contract Approval Policy is not required for documents
executed on the Company's standard forms (without revisions) or for the issuance of purchase
orders or statements of work subject to previously reviewed and approved master services
agreements or standard terms and conditions. The employee requesting execution of a contract is
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responsible for ensuring appropriate approvals have been obtained and communicating this to the
requested signatory. At the time a person requesting execution of an agreement submits such
agreement to the proposed signatory, the requesting person must identify in an email or other
written document (a) which member of the Legal Team reviewed and approved the legal provisions
of the agreement and (b) which member of the Finance Team reviewed and approved the costs to
be incurred under the agreement and payment terms associated with the agreement.
Documentation of the appropriate approvals shall be maintained and agreements filed in the
appropriate locations by the party requesting the execution of the agreement. If the Company's
Contract Approval Policy requires that contracts be approved through the use of a contract
approval software system then it is the responsibility of the person requesting execution of an
agreement to ensure such agreement has received the requisite approvals in such electronic system.
Authorized Persons executing agreements are required to verify that all appropriate approvals and
reviews required by the Company's Contract Approval Policy have been obtained prior to
execution. Appropriate documentation confirming such approval can take various forms,
including email confirmation, the initialing of final contracts by requisite approving parties, or
automated emails from any electronic contract approval system implemented by the Company.
1.2 Related Party Transactions.
No Authorized Person may execute any agreement or approve any transaction by Holdings or any
Applicable Subsidiary with a Related Party of such Authorized Person. For purposes of this policy,
a "Related Party" includes the Authorized Person, the Authorized Person's immediate family
(including such person's spouse, parents, stepparents, children, stepchildren, siblings, mothers -
and fathers-in-law, sons- and daughters-in-law, or brothers- and sisters-in-law), and any entity in
which the Authorized Person or a member of the Authorized Person's immediate family holds a
greater than a five percent (5%) beneficial interest.
1.3 Policy Interpretations.
Inevitably, it will be necessary for the Company to issue interpretations of various provisions of
this policy as unanticipated facts and circumstances may occur that are not specifically addressed
in this Policy. Such interpretations will be made in writing and shall be approved by the
Company's Chief Executive Officer or the General Counsel.
Section 2 Delegation of Authori
2.1 Authorized Persons.
2.1.1 Applicable Subsidiaries
Each employee of the Company holding a title set forth in Section 2.2 shall be considered an
"Authorized Person" with respect to entry into agreements having an aggregate value within the
indicated Signing Threshold and may execute agreements on behalf of an Applicable Subsidiary
if such agreement falls within their respective Signing Threshold. For purposes of determining a
transaction's aggregate value, an Authorized Person should consider the aggregate money or assets
to be transferred or received by the Company over the term of the applicable contract. No
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Authorized Person may execute an agreement if the aggregate value of such agreement is in excess
of their applicable Signing Threshold. If the aggregate value of a transaction is not readily apparent
in the agreement, then only a "Tier 1 Signatory" may sign such document. It is the responsibility
of each Authorized Person to know their Signing Threshold. Dividing a commitment or
transaction into two or more parts to evade a limit of authority is prohibited and is a violation of
this Policy. This Policy will be interpreted broadly so that a series of reasonably related
transactions will be considered as a single transaction for purposes of determining approval and
authority levels required by this Policy.
Any Authorized Person executing an agreement on behalf of Cypress Creek Renewables, LLC
may do so using their official title of employment with the Company. Any Authorized Person
executing an agreement on behalf of any other Applicable Subsidiary shall do so using the title
"Authorized Person".
2.1.2 Holdings
Only Tier 1 Signatories may execute agreements on behalf of Holdings regardless of the aggregate
value of the contract. Any Tier 1 Signatory may execute any agreement on behalf of Holdings
using the title of "Authorized Person".
2.1.3 FLS
The FLS Energy, Inc. Signature Authority Policy (the "FLS Policy") describes the delegation of
authority to the duly appointed officers (as set forth in the FLS Policy, the "Officers") of FLS
Energy, Inc. ("FLS") to execute documents creating binding legal obligations on behalf of FLS
and the direct and indirect subsidiaries of FLS (collectively, the "FLS Subsidiaries").
Only the Officers may execute documents and agreements on behalf of FLS and the FLS
Subsidiaries, in accordance with the terms of the FLS Policy.
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2.2 Delegated Authority.
Subject to the notes and qualifications below, the Authorized Persons identified have the authority
to legally bind the Company as indicated.
Signing Threshold
Authorized Persons
Monetary Signing Thresholds
Agreements with an
Tier 1 Signatories:
aggregate value in excess
. President [Mike Cohen]
of $250,000
. Chief Executive Officer [Matt McGovern]
• Chief Financial Officer [Jon Buttles]
• Chief Administrative Officer and General Counsel [Jerome
O'Brien]
• Chief Structured Finance Officer [Patrick McConnell]
• Chief Investment Officer [Brian Matthay]
• Managing Director — Project Finance [Dave Riester]
• EPC President [Peter Farlekas]
• Chief Capital Markets Officer [Brad Bauer]
• Vice President — Development Operations [Evan Riley]
• Executive Vice President — Operations and Capital
Reporting [Jaime Carlson]
Agreements with an
Tier 2 Signatories:
aggregate value from
. President [Mike Cohen]
$25,001— $250,000
. Chief Executive Officer [Matt McGovern]
• Chief Financial Officer [Jon Buttles]
• Chief Administrative Officer and General Counsel [Jerome
O'Brien]
• Chief Structured Finance Officer [Patrick McConnell]
• Chief Investment Officer [Brian Matthay]
• Managing Director — Project Finance [Dave Riester]
• EPC President [Peter Farlekas]
• Chief Capital Markets Officer [Brad Bauer]
• Vice President — Development Operations [Evan Riley]
• Executive Vice President — Operations and Capital
Reporting [Jaime Carlson]
• Vice President of Engineering [Lou Gasper]
• Director — Development [Geoff Fallon]
• Executive Vice President — O&M [Joe Brotherton] (see
Note 5)
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Agreements with an
Tier 3 Signatories:
aggregate value of
. President [Mike Cohen]
$25,000 or less
. Chief Executive Officer [Matt McGovern]
• Chief Financial Officer [Jon Buttles]
• Chief Administrative Officer and General Counsel [Jerome
O'Brien]
• Chief Structured Finance Officer [Patrick McConnell]
• Chief Investment Officer [Brian Matthay]
• Managing Director — Project Finance [Dave Riester]
• EPC President [Peter Farlekas]
• Chief Capital Markets Officer [Brad Bauer]
• Vice President — Development Operations [Evan Riley]
• Executive Vice President — Operations and Capital
Reporting [Jaime Carlson]
• Vice President of Engineering [Lou Gasper]
• Director — Development [Geoff Fallon]
• Senior Vice President — Technology [Dennis Portello]
• Vice President — Origination [Keith Colson]
• Vice President — Acquisitions and Strategic Development
[David Bunge] (see Note 6)
• Vice President — New Markets [Fred Robinson]
• Vice President — Utilities [Chris Norqual]
• Vice President — Asset Management [Chris Frantz]
• Vice President — Administration and Operations - EPC
[James Savage]
• Assistant General Counsel [Patrick Leibach]
• Senior Director — Project Management — EPC [Kirk
Kieffer and Mark Gasper]
• Sr. Director of Zoning — Development [Bryanna Cole Glod
Ocitti]
• Director — New Markets [Noah Hyte]
• Director — Business Development Operations [Jess Ingram]
• Senior Vice President — Human Resources [Fernando
Carbonell]
• Executive Vice President — O&M [Joe Brotherton]
• Vice President, Technology [David Williams]
• Senior Project Manager [Mike Stanton]
• Director of Development [Matt McCaffrey]
• Senior Project Manager — Development [Peter Bruno]
• Vice President — Market Strategy [Chris Quarterman]
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Signing Threshold
I Authorized Persons
Non -Monetary Signing Thresholds
Permit applications and
Any Tier 1, Tier 2 or Tier 3 Signatory
regulatory filings (see
Note 7)
Agreements and
Any Tier 1, Tier 2 or Tier 3 Signatory
documents not involving
the transfer of money or
assets (see Notes 8 and 9)
Corporate Entity
Any Tier 1, Tier 2 or Tier 3 Signatory and or any Corporate
Formations
Paralegal may sign as organizer to form an entity.
Note 1: Offers of employment or other employment contracts may only be signed by a Tier 1
Signatory following approval by the Chief Executive Officer.
Note 2: Bracketed names are for ease of reference to identify the current person(s) who holds such
title. If an employee is demoted or promoted, their signing authority will automatically be adjusted
accordingly.
Note 3: Only Tier 1 Signatories may sign any financing agreement (i.e., transactions relating to
the incurrence of debt or equity investments by the Company).
Note 4: An Authorized Person is not permitted to sign an amendment or waiver relating to an
agreement if they would not have had the authority to executed the underlying agreement being
modified.
Note 5: Joe Brotherton may sign any agreement for operations and maintenance services regardless
of the aggregate contract value.
Note 6: David Bunge may sign any development services agreement entered into by the Company
regardless of the aggregate value of such agreement provided appropriate legal and finance
personnel have approved the agreement.
Note 7: Applications, filings and other documents submitted to governmental authorities may be
executed by any Tier 1, Tier 2 or Tier 3 Signatory provided such applications, filings and other
documents have been reviewed and approved by the appropriate Company personnel which may
differ depending on the nature of the document. For example, permit applications which include
technical information relating to a Company asset must be reviewed and approved by appropriate
persons having expertise in such areas. Regulatory filings should be reviewed and approved by
legal personnel. Authorized Persons are required to use reasonable discretion in making such
determinations prior to signing.
Note 8: Such agreements may include non -disclosure agreements or consents. Any Tier 1, Tier 2,
or Tier 3 Signatory is authorized to sign such documents provided appropriate legal personnel have
approved the document.
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Note 9: Any Tier 1, Tier 2, or Tier 3 Signatory is authorized to sign correspondence on behalf of
an Applicable Subsidiary if such correspondence does not create legally binding obligations.
Note 10: Any licensed engineer employed by the Company is authorized to sign or stamp, as
applicable, engineering certifications, plans, drawings, specifications, studies, plats, and reports
on behalf of an Applicable Subsidiary in the state(s) in which such engineer is licensed, provided
that such engineer shall use the title "Authorized Person" when signing for any Applicable
Subsidiary, including Cypress Creek Renewables, LLC.
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