Seaport West 155 Seaport Boulevard Boston, MA 02210-2600

617.832.1000 main 617.832.7000 fax

Zachary Gerson 617-832-1247 direct [email protected]

April 2, 2019

By Hand Delivery and Electronic Mail

The Cape Cod Commission c/o Jonathon Idman, Esq., Chief Regulatory Officer P.O. Box 226 3225 Main Street Barnstable, MA 02630

Re: Vineyard Wind LLC, Development of Regional impact for the Vineyard Wind Connector, CCC File No. 17026

Dear Mr. Idman:

Enclosed for filing in the above-referenced proceeding on behalf of Vineyard Wind LLC (“Vineyard Wind”), please find:

1. Letter to the Cape Cod Commission c/o Jonathon Idman, Esq. from Theodore

A. Barten, with attachments, dated April 2, 2019;

2. Pre-filed Direct Testimony of Theodore A. Barten, dated April 1, 2019;

3. Pre-filed Direct Testimony of Erich Stephens, dated April 1, 2019;

4. Pre-filed Direct Testimony of John (“Jack”) Arruda, dated April 1, 2019;

5. Pre-filed Direct Testimony of Holly Carlson Johnston, dated April 1, 2019;

6. Pre-filed Direct Testimony of Nathaniel Mayo, dated April 1, 2019;

7. Pre-filed Direct Testimony of Kate McEneaney, dated April 1, 2019;

8. Appearance of Counsel by Adam P. Kahn, dated April 2, 2019;

9. Appearance of Counsel by Zachary Gerson, dated April 2, 2019; and

ATTORNEYS AT LAW BOSTON | NEW YORK | PARIS | WASHINGTON | FOLEYHOAG.COM The Cape Cod Commission, c/o Jonathon Idman, Esq., Chief Regulatory Officer April 2, 2019 Page 2

10. Certificate of Service.

As noted in the Appearance of Counsel by Adam P. Kahn, we request that Mr. Kahn be the representative of Vineyard Wind for the purposes of service under Cape Cod Commission Enabling Regulations, Section 7(d)(iii)([1]). To the extent possible, we also request that electronic service be provided to Mr. Gerson at the email address provided in his Appearance of Counsel.

Please note that there is not yet a service list for this docket. These documents have been provided by email and by hand delivery to the Town of Barnstable, the only other party to this proceeding at this time, in accordance with the Cape Cod Commission Enabling Regulations, Section 7(d)(iv)([2]), as indicated on the Distribution List appended to the Certificate of Service. Additional copies have also been distributed as indicated below.

Please contact me if you have any questions. Thank you for your attention to this filing.

Very truly yours,

Zachary Gerson

ZG:nw Enclosures cc: The Town of Barnstable, as indicated on the Distribution List attached to the Certificate of Service (by electronic mail and hand delivery)

Kristy Senatori, Cape Cod Commission, Executive Director (by hand delivery) 3225 Main Street Barnstable, MA 02630

Barnstable Town Clerk (by hand delivery) 367 Main Street Hyannis, MA 02601

Barnstable Building Commissioner (by hand delivery) 200 Main Street Hyannis, MA 02601

Barnstable Planning Board (by hand delivery) 200 Main Street Hyannis, MA 02601 The Cape Cod Commission, c/o Jonathon Idman, Esq., Chief Regulatory Officer April 2, 2019 Page 3

Barnstable Town Council (by hand delivery) 367 Main Street Hyannis, MA 02601

Barnstable Conservation Commission (by hand delivery) 200 Main Street Hyannis, MA 02601

Barnstable Department of Public Works (by hand delivery) 382 Falmouth Road Hyannis, MA 02601 CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

CERTIFICATE OF SERVICE

I hereby certify that I have this day served the following documents by hand delivery and electronic mail upon the attached Distribution List in accordance with the

Cape Cod Commission Enabling Regulations, Section 7(d)(iv)([2]):

1. Cover Letter to the Cape Cod Commission c/o Jonathon Idman, Esq. from

Zachary Gerson, dated April 2, 2019;

2. Letter to the Cape Cod Commission c/o Jonathon Idman, Esq. from

Theodore A. Barten, with attachments, dated April 2, 2019;

3. Pre-filed Direct Testimony of Theodore A. Barten, dated April 1, 2019;

4. Pre-filed Direct Testimony of Erich Stephens, dated April 1, 2019;

5. Pre-filed Direct Testimony of John (“Jack”) Arruda, dated April 1, 2019;

6. Pre-filed Direct Testimony of Holly Carlson Johnston, dated April 1,

2019;

7. Pre-filed Direct Testimony of Nathaniel Mayo, dated April 1, 2019;

8. Pre-filed Direct Testimony of Kate McEneaney, dated April 1, 2019;

9. Appearance of Counsel by Adam P. Kahn, dated April 2, 2019;

10. Appearance of Counsel by Zachary Gerson, dated April 2, 2019;

Dated at Boston this 2nd day of April, 2019. ______Adam P. Kahn FOLEY HOAG LLP 155 Seaport Boulevard Boston, MA 02210-2600 617-832-1000 [email protected]

- 2 - Vineyard Wind LLC, CCC File No. 17026

DISTRIBUTION LIST (April 2, 2019)

The Town of Barnstable, by email and hand delivery to:

Mark Ells, Barnstable Town Manager 367 Main Street Hyannis, MA 02601 [email protected]

Elizabeth Jenkins, Barnstable Director of Planning and Development 367 Main Street Hyannis, MA 02601 [email protected]

Ruth Weil, Barnstable Town Attorney Office of Town Attorney 367 Main Street Hyannis, MA 02601 [email protected]

Charles McLaughlin, Barnstable Assistant Town Attorney Office of Town Attorney 367 Main Street Hyannis, MA 02601 [email protected]

- 3 - CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

APPEARANCE OF COUNSEL

Please enter my appearance on behalf of Vineyard Wind LLC in the above- captioned proceeding. Please provide service on me for any future correspondence in this matter at the below address and email address consistent with the Cape Cod Commission

Enabling Regulations, Section 7(d)(iii)([1]).

______Adam P. Kahn FOLEY HOAG LLP 155 Seaport Boulevard Boston, MA 02210-2600 617-832-1000 [email protected] Dated: April 2, 2019 CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

DIRECT TESTIMONY OF THEODORE A. BARTEN ON BEHALF OF VINEYARD WIND LLC CAPE COD COMMISSION

VINEYARD WIND LLC

CCC FILE NO. 17026

DIRECT TESTIMONY OF THEODORE A. BARTEN

1 Q. Please state your name, position, and business address.

2 A. My name is Theodore A. Barten, PE. I am a Founding Principal of Epsilon

3 Associates, Inc. (“Epsilon”), a multidisciplinary environmental, engineering, and

4 consulting firm. My business address is 3 Mill & Main Place, Suite 250,

5 Maynard, 01754.

6 Q. On whose behalf are you testifying?

7 A. I am testifying on behalf of the applicant, Vineyard Wind LLC (“Vineyard Wind”

8 or the “Company”).

9 Q. Please describe your educational background and professional experience.

10 A. I hold a Bachelor of Science degree in environmental engineering from

11 Rensselaer Polytechnic Institute and a Master’s degree in business administration

12 from Northeastern University. I have also completed additional graduate studies

13 in environmental engineering at Rensselaer. I am a registered Professional

14 Engineer in seven states: Massachusetts, New Hampshire, Maine, Vermont,

15 Connecticut, Rhode Island, and Illinois. I have worked for four decades in

16 engineering and environmental consulting with a principal focus on siting,

17 environmental analyses, licensing, permitting, and compliance work for electric

18 and gas utilities and independent power and industrial clients. In early 1997, six

19 others and I co-founded Epsilon where I currently serve as a Founding Principal.

1 1 Earlier in my career, I worked for over a decade at United Engineers &

2 Constructors, a designer and builder of utility power projects. I then joined HMM

3 Associates (“HMM”), where I helped build an energy facilities permitting

4 practice and eventually served as President in 1989. After HMM was acquired by

5 Earth Tech in 1994, I served as Executive Vice President responsible for Earth

6 Tech’s 700-person commercial consulting operation. In my twenty-one years at

7 Epsilon, I have been responsible for the routing, licensing and permitting of a

8 number of utility infrastructure projects on Cape Cod. These include KeySpan’s

9 Bourne Line, NSTAR’s 345-kilovolt (“kV”) Lower SEMA transmission project,

10 NSTAR’s 345 kV Line #322 Re-Build Project, and National Grid’s Sagamore

11 Line Reinforcement Project. I was also responsible for Epsilon’s work on

12 NSTAR’s Stoughton to Boston 345 kV Reliability Project (3 underground HPFF

13 cables) and National Grid’s 115 kV Worcester Cable Project (underground solid

14 dielectric cable). For more information on specific projects I have managed,

15 please refer to the copy of my resume attached hereto as Attachment 1.

16 Q. Please identify any regulatory proceedings in which you have previously

17 testified.

18 A. Over the past twenty years, I have appeared as an expert witness before the

19 Massachusetts Energy Facilities Siting Board (“EFSB” or the “Siting Board”) in

20 several utility infrastructure and merchant generation proceedings. Those

21 proceedings include EFSB 17-05/D.P.U. 18-18/18-19, Vineyard Wind LLC;

22 EFSB 15-1A/D.P.U. 15-25A, Exelon West Medway, LLC and Exelon West

23 Medway II, LLC; EFSB 02-2B/EFSB 07-8A, Cape Wind Associates, LLC and

2 1 NSTAR Electric Company; EFSB 05-02A, Colonial Gas Company d/b/a National

2 Grid; EFSB 10-2/D.P.U. 10-131/132, NSTAR Electric Company; EFSB 07-

3 7A/D.P.U. 07-58/59, Brockton Power Company LLC; EFSB 07-7/D.P.U. 07-

4 58/59, Brockton Power Company LLC; EFSB 07-2, Montgomery Energy Billerica

5 Power Partners, L.P.; EFSB 07-1/DTE 07-5, Braintree Electric Light

6 Department; EFSB 06-1, Colonial Gas Company d/b/a KeySpan Energy Delivery

7 New England; EFSB 05-2, Colonial Gas Company d/b/a KeySpan Energy

8 Delivery New England; EFSB 04-1/DTE 04-5/04-7, Boston Edison Company

9 d/b/a NSTAR Electric; EFSB 02-1, Colonial Gas d/b/a KeySpan (2003); EFSB

10 98-7, Sithe Edgar Development LLC (1999); EFSB 99-3, Nickel Hill Energy, LLC

11 (1999 and 2000); EFSB 99-1, Brockton Power, LLC; and EFSB 97-5,

12 Infrastructure Development Corp. (IDC) (Petition of IDC Bellingham, LLC). I

13 also testified as an expert witness before the Siting Board in connection with the

14 Altresco-Pittsfield project in approximately 1988. In addition, over the past

15 twelve years, I have testified before the Cape Cod Commission with respect to the

16 NSTAR Lower SEMA Project and several phases of the National Grid Sagamore

17 Line Reinforcement Project. I have also testified at a 2015 adjudicatory hearing

18 held as part of the New York State Public Service Commission review of the

19 Cricket Valley Energy 345 kV transmission line project. For a list of these and

20 other projects for which I have given expert testimony, please refer to the “Expert

21 Testimony Experience” section of my resume attached hereto as Attachment 1,

22 beginning on page 10.

23 Q. What is the purpose of your testimony in this case?

3 1 A. On February 8, 2019, Vineyard Wind filed with the Cape Cod Commission an

2 application for Development of Regional Impact review (the “Application”) for

3 that portion of the Vineyard Wind Connector that is within Barnstable County.

4 Vineyard Wind is in the process of developing and permitting an offshore wind

5 project with a nameplate generating capacity of approximately 800 megawatts,

6 and the Vineyard Wind Connector is the portion of that project located within the

7 Commonwealth of Massachusetts, consisting of offshore export cables, onshore

8 duct bank and export cables, and an onshore substation. The Application

9 incorporated Vineyard Wind’s submissions under the Massachusetts

10 Environmental Policy Act, specifically: an Environmental Notification Form

11 (“ENF”), dated December 15, 2017; a Draft Environmental Impact Report

12 (“DEIR”), dated April 30, 2018; a Supplemental Draft Environmental Impact

13 Report (“SDEIR”), dated August 31, 2018; and a Final Environmental Impact

14 Report (“FEIR”), dated December 17, 2018. With respect to the Application,

15 ENF, DEIR, SDEIR, and FEIR, I am responsible, with other witnesses, for

16 analyzing and evaluating issues pertaining to general project status, environmental

17 impacts, project approach and siting, construction methods, land use, visual

18 impacts, traffic impacts, noise impacts, air emissions, magnetic fields, and zoning.

19 With other witnesses, I am sponsoring the Application, ENF, DEIR, SDEIR, and

20 FEIR. In addition, I prepared a separate letter, which is being filed

21 simultaneously with this testimony, and includes attachments, that builds on the

22 information addressed in the Application and provides some additional

4 1 information. I am responsible, with other witnesses, for that letter, and I am

2 sponsoring its inclusion in the record in this proceeding.

3 Q. Were those materials prepared by you or under your supervision and

4 control?

5 A. Yes.

6 Q. Are there any revisions, updates, or corrections to those matters for which

7 you are responsible?

8 A. Not at this time.

9 Q. Does this conclude your testimony?

10 A. Yes.

SIGNED UNDER THE PAINS AND PENALTIES OF PERJURY THIS 1ST DAY OF

APRIL, 2019.

______Theodore A. Barten, PE

5 Attachment 1 Theodore A. Barten April 2, 2019 Page 1 of 12

THEODORE A. BARTEN, P.E. FOUNDING PRINCIPAL

EDUCATION

Masters, Business Administration, Northeastern University, Boston, MA, 1980 Graduate Study, Environmental Engineering, Rensselaer Polytechnic Institute, 1973-74 B.S. Environmental Engineering, Rensselaer Polytechnic Institute, Troy, NY, 1973

PROFESSIONAL REGISTRATIONS

Registered Professional Engineer in Massachusetts, New Hampshire, Maine, Vermont, Connecticut, Rhode Island, and Illinois National Council of Engineering Examiners Certificate, 1984

PROFESSIONAL SUMMARY

Mr. Barten has four decades of experience in engineering and environmental consulting. His principal technical focus is siting, environmental analyses, licensing, permitting and compliance work for electric and gas utilities, independent power and industrial clients. A Registered Professional Engineer in seven states, Mr. Barten has been responsible for projects ranging from the routine to the extraordinarily complex and controversial. His projects have typically involved route selection or site selection studies; adjudicatory level environmental review; a full array of Federal, state, and local level permits; extensive regulatory agency interface; and public presentations. Mr. Barten’s extensive expert testimony experience includes fifteen successful Massachusetts Energy Facilities Siting Board proceedings. Throughout his career Mr. Barten has been able to combine sound technical analysis, credible agency interface, and effective client advocacy to secure timely approvals for a wide array of well conceived projects. On January 1, 2018, after serving as Epsilon’s co-Managing Principal since 1997, Mr. Barten was pleased to pass the baton to his partner and friend, Ron O’Neal, CCM, INCE Bd. Certified. Mr. Barten will continue with his project work, principally the groundbreaking Vineyard Wind Project.

Mr. Barten spent the first 12 years of his career with United Engineers & Constructors, a major designer and builder of utility power projects. In 1986, he joined HMM Associates and was responsible for building a respected energy facilities permitting practice. Mr. Barten became President of HMM Associates in 1989. Following the 1994 acquisition of HMM, Mr. Barten was Executive Vice President responsible for Earth Tech’s 700-person commercial consulting operation.

In early 1997, Mr. Barten and six senior colleagues from the former HMM Associates co-founded Epsilon Associates. In the firm’s early years, he was Project Manager for Epsilon’s licensing and permitting efforts for several major merchant power projects. Later, Mr. Barten was responsible for the route selection study, the routing and environmental portions of the EFSB petition, and expert testimony for NSTAR’s 18 mile underground 345 kV Boston area reliability project as well as the routing and EFSB elements of KeySpan’s 13 mile Sagamore Pipeline Reinforcement project.

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He completed a multi-year assignment as Epsilon’s Project Manager for the NSTAR Lower SEMA project, which involved 18 miles of new above ground 345 kV line and associated station work across several southeastern Massachusetts towns along with a major new substation in West Barnstable. The project licensing and permitting effort included a full EFSB review, MEPA review, Cape Cod Commission review, and a number of Federal, Massachusetts, and local permits. The project was completed and placed in service in mid-2013. More recently, Mr. Barten was involved in several transmission and gas pipeline projects including National Grid’s Sagamore Line Reinforcement Project (Western Segment, Phase 1 & 2, and subsequent Phase 3).

On the energy infrastructure and generation front, Mr. Barten was Epsilon’s Project Manager for a comprehensive, multi-year environmental licensing and permitting effort for the proposed Weaver’s Cove Energy LNG import terminal/Offshore Berth Project in Fall River, MA. In 2008, he completed the successful licensing and permitting effort for Braintree Electric’s 116 MW Watson Station. In the same time frame, Mr. Barten served as Epsilon’s Principal-in-Charge for permitting efforts for a proposed 350 MW combined cycle project in Brockton, MA and a 348 MW simple cycle project in Billerica, MA. Most recently, he was Epsilon’s Project Manager for late stage licensing and permitting on the Exelon West Medway 200 MW simple cycle generation project. The $300 million dollar project is under construction with commercial operation slated for late 2018.

PROJECT EXPERIENCE

Merchant Power and Cogeneration Projects

♦ Exelon West Medway, Medway MA. Project Manager for late stage licensing and permitting for Exelon’s 200 MW simple cycle generation project. Beginning in mid-2015, responsible for preparation of portions of the MEPA DEIR and the FEIR. Involved with the DEP Air Plan/PSD review. Prepared the technical support document for an EFSB Notice of Project Change (Water Supply); involved with subsequent discovery. Completed pre-construction filings. Construction of the $300 million facility got underway in August of 2017.

♦ Brockton Clean Power, LLC, Brockton, MA. Principal-in-Charge for the licensing and permitting effort for a 350 MW combined cycle plant sited on a 13-acre site adjacent to the Brockton Advanced Water Reclamation Facility. The dual fuel facility includes wet mechanical cooling towers, duct firing, and black start capability. Cooling tower makeup will be treated effluent from the AWRF. The plant will be connected to the grid via nearby 115 kV circuits. Licensing elements include MEPA review, a full EFSB review including a local zoning exemption, USEPA PSD review, and a number of DEP and local approvals. The project completed its EFSB and MEPA review; a 2010 EFSB Project Change Filing was approved after a second set of hearings. The approvals are currently under appeal

♦ Braintree Electric Light Department, Braintree, MA. Project Manager for the environmental analysis and licensing effort for the 116 MW simple cycle Thomas A. Watson Generating Station. The facility includes two dual fuel quick start Rolls Royce Trent 60 gas turbines and ancillary equipment. Natural gas is provided via a high pressure gas pipeline which crosses the site; ULSD is piped to the site from the adjoing CITGO marine petroleum terminal. Project licensing included MEPA review, a full EFSB process, an EPA PSD permit and a DEP Major

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Source Air Plan review. The facility was placed in commercial operation in mid 2009. Epsilon provided operation stage noise testing and continues to provide air compliance and reporting support.

♦ Exelon Corp. – Southeast Chicago Energy Project (SCEP), Chicago, Illinois. SPCC Plan: Provided senior level technical review and Illinois PE certification of the SPCC plan and a subsequent five-year update for Exelon’s Southeast Chicago project. The plant includes eight 44 MW gas-fired simple cycle turbines, three emergency diesels, four step transformers, two auxiliary transformers, and a number of large compressors. The SPCC plan covered dielectric fluids, lube oil and diesel fuel oil.

♦ Montgomery Energy Billerica Power Partners, LLP, Billerica Energy Center, Billerica, MA. Principal-in-Charge for the licensing and environmental permitting for a proposed 348 MW generation facility in Billerica, MA. The peaking facility includes six dual fuel quick start Rolls Royce Trent 60 gas turbines and ancillary equipment on a 14 acre industrial site. Project licensing included MEPA review, the EFSB process, a DEP Non-Major Comprehensive Air permit, and local approvals.

♦ Constellation Power Development, Dracut, MA. Project Manager for the environmental analyses and licensing effort for a proposed 750 MW Nickel Hill Energy project. The combined cycle merchant plant will employ wet mechanical cooling towers; cooling tower makeup will be withdrawn from the nearby . In addition to MEPA, EFSB and DEP approvals, Mr. Barten provided extensive testimony at seven evenings of hearings leading to issuance of the Town of Dracut Special permit.

♦ Brockton Power LLC, Brockton, MA. Project Manager for the environmental analyses and licensing effort for the 270 MW project. This ABB based CTCC unit will use evaporative cooling; make-up water will be provided by the adjacent City of Brockton treatment plant. In addition to MEPA, EFSB and DEP approvals, Mr. Barten participated in hearings for zoning variances (granted).

♦ Sithe Energies, Weymouth, MA. Strategy and senior level review for the environmental analysis and licensing effort for a 750 MW Fore River project. The project is located at the former Boston Edison Edgar Station site in Weymouth, MA. Mr. Barten provided input to the analysis of alternatives to the proposed once through cooling system, safety issues, and engineering issues.

♦ Florida Power and Light IDC, Bellingham, MA. Principal-in-Charge, responsible for alternative site evaluation, and elements of the EFSB petition and MEPA documents for a 525 MW CTCC merchant plant. Mr. Barten worked closely with IDC to secure Town of Bellingham approvals.

♦ CH Resources/Central Hudson Gas & Electric, MA/CT. Environmental consultant to for generation acquisition due diligence efforts.

♦ Various Clients. Officer-in-charge for the licensing of several gas turbine-based power projects: All of these projects were built and placed in commercial operation.

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− MassPower (Makowski/GE/Bechtel), Monsanto, Springfield, MA: 240 MW cogeneration facility − Energy Management, Inc., Dartmouth, MA: 60 MW independent power project − Energy Management, Pawtucket, RI: 60 MW cogeneration unit − Indeck Energy at Hammermill Paper, Oswego, NY: 60 MW cogeneration unit

♦ General Electric, Pittsfield, MA. Project Manager for the licensing of ALTRESCO’s 166 MW gas turbine combined cycle power plant. Responsible for MEPA, Energy Facilities Siting Council, and DEQE submittals. A waiver of the mandatory MEPA EIR was secured. The project was fully permitted in less than one year and began commercial operation in the fall of 1990.

♦ Pepperell Power Corporation (Energy Management, Inc.), Pepperell, MA. Project Manager for the licensing of a 40 MW gas turbine combined cycle unit. Located at the James River paper mill in Pepperell, MA, this plant began commercial operation in 1989. Wastewater was discharged via the mill’s treatment works to the Nashua River, modifications to the mill’s NPDES permit were secured to implement this cost effective solution.

♦ Corps of Engineers, Rantoul, IL. Directed the licensing effort for a 270,000 lb/hr Coal-Fired Central Heating Plant, Chanute Air Force Base. Work included a NEPA Environmental Assessment, a solid waste disposal evaluation, and complete State of Illinois PSD, air, wastewater, and solid waste permitting. A Finding of No Significant Impact was granted based on the NEPA Environmental Assessment.

♦ Uniroyal Chemical’s, Geismar, LA. Directed a comprehensive air quality modeling effort, BACT analysis and PSD demonstration for a 460,000 lb/hr coal-fired cogeneration facility.

Transmission and Pipeline Projects

♦ NU NSTAR National Grid, Woburn to Wakefield, MA 345 kV Project. Principal-in-Charge for the routing study, EFSB submittal, and associated permitting for an eight+ mile XLPE 345 kV line between NSTAR’s Woburn substation and National Grid’s Wakefield substation. Part of the NU/National Grid Greater Boston Project, the new underground line will be routed in existing streets, roads and other rights of way in Woburn, Winchester, Stoneham and Wakefield.

♦ Cricket Valley Energy, 345 kV Transmission Project, Dutchess County, NY. Principal-in-Charge for the NYS PSC Article VII review of a 14.5 mile 345 kV overhead transmission line connecting the proposed 1,000 MW Cricket Valley Energy combined cycle power plant in Dover NY to the Pleasant Valley substation. The new line will be located on an existing Con Edison right of way. Mr. Barten worked with the project team to prepare the alternatives evaluation and has participated in number of public meetings in the project area.

♦ NSTAR Lower SEMA 345 kV Project, Carver, Plymouth, Bourne, Sandwich and Barnstable, MA. Project Manager for Epsilon’s route selection, environmental analysis, licensing and permitting effort for NSTAR’s $110 million Lower SEMA 345 kV project. Project elements include 18 miles of new above ground 345 kV line (on existing ROWs), a new aerial crossing of the Cape

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Cod , a voltage uprate of 13 miles of existing line on the Cape, a new 345 kV/115 kV substation in Barnstable and station work at Carver. The licensing work included reviews by EFSB, MEPA and the Cape Cod Commission; an Army Corps Individual permit, Massachusetts 401 WQC and a Chapter 91 License and Conservation Commission approvals in four Towns. There were a number of intervenors in the EFSB hearings; Mr. Barten provided expert testimony as well as rebuttal testimony.

The licensing and permitting work also included extensive cultural resources investigations and Section 106 consultation; negotiation of mitigation packages with the Army Corps, Massachusetts DCR/Myles Standish State Forest and MMR; and development of a number of EFSB pre-construction compliance submittals. Construction started in the fall of 2012 and was completed on schedule. Epsilon provided full time Environmental Monitor services during the 10 month construction period. The new 345 kV circuit (Line #399) was energized in June 2013.

♦ NSTAR 345 kV Line # 322 Rebuild, Carver to Sandwich, MA. Principal-in Charge for permitting this fast track rebuild project. Line 322 is a 21 mile 345 kV line that extending from Carver Substation to the Canal Station in Sandwich, MA. The line was built in 1968 using wooden H-frame structures; the rebuild/maintenance project replaced 153 structures. Epsilon’s permitting work included wetlands delineation, rare species investigations and archaeological and cultural resources investigations, as well as Army Corps, MassDEP and local permits or notifications. Construction was accomplished using live line techniques; Epsilon also provided Environmental Monitor services during the 7-month construction effort. The expedited schedule allowed for completion of the work before the scheduled start of Lower SEMA construction on the shared right of way.

♦ National Grid, Worcester Cable Project, Worcester, MA. Principal-in-Charge for Epsilon’s route selection, environmental analysis and EFSB process work for this 3.6 mile 115 kV underground transmission project. The Project included significant work at two in-City substations as well as work at two outlying stations. EFSB approval was received in March 2011, construction was completed as planned. The new solid dielectric line was energized in the late spring of 2012.

♦ National Grid (formerly KeySpan Energy), Sagamore Line Reinforcement Project, Sandwich, Barnstable, Yarmouth, Dennis and Harwich, MA. Responsible for the route selection study, routing and environment elements of the EFSB Petition, discovery responses and expert testimony. Epsilon was also responsible for the MEPA review and the Cape Cod Commission DRI review (initial master plan review, subsequent filings for individual segments). The Project includes 13 miles of 20”/12” pipe to be constructed in three segments; construction of the 4.9- mile Middle Segment was completed in 2010.

Cape Cod Commission approval for 4.4 miles of the Western Segment was received in 2013. An EFSB Project Change Filing for the Western Segment was approved in August of 2014; pending receipt of approvals from the Town of Sandwich, construction of the first two phases of the Western Segment was completed in late 2016. Currently responsible for the CCC DRI application effort for the final phase of the Western Segment.

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♦ NSTAR 345 kV Transmission Reliability Project, Stoughton, Canton, Milton, Boston, MA. Responsible for route selection study and associated elements of the EFSB and MEPA filings for this 18-mile multi-circuit underground 345 kV project. The $330,000,000 project connects the NSTAR 345 kV grid south of Boston to existing substations in Hyde Park and South Boston. The Project included a new switching/shunt reactor station in Stoughton as well as the addition of a 345 kV section at the K Street substation in Boston. The project was constructed in two phases; the first phase (2 of 3 circuits and substations) was placed in service in 2007. The second phase was energized in 2008.

♦ KeySpan Energy, Cape Cod Pipeline Reinforcement Project: Route selection, environmental analysis, MA EFSB Petition, MEPA ENF and permitting for KeySpan’s Cape Cod Pipeline Reinforcement project. Approximately eight miles of new 12” diameter 200 psi pipeline will strengthen the KEYSPAN gas delivery system in the Bourne/Sandwich/Falmouth area. The project was built and is in commercial operation.

♦ TransEnergieUS Harbor Cable Project: Route selection study, regulatory interface, licensing and permitting strategy for a 20+ mile, 650 MW HVDC underground/submarine merchant cable to connect PJM and NYPOOL.

Energy Infrastructure Projects

♦ Vineyard Wind, Offshore Wind Energy MA. Mr. Barten is currently serving as Epsilon’s Principal-in-Charge on this Project to bring up to 800 MW generated from an offshore Wind Development Area in federal waters to an interconnection point in Barnstable, Massachusetts, on Cape Cod. The project is in direct response to Section 83C of An Act Relative to Green Communities, the Commonwealth’s call for 1,600 MW of offshore wind energy; on May 23, 2018, Vineyard Wind was selected as the winning bidder in the Section 83 process for 800 MW of offshore wind energy.

♦ The Epsilon team working under Mr. Barten’s direction conducted the transmission route identification and selection process in support of the EFSB Petition, conducted the necessary environmental analysis for the offshore and terrestrial elements of the Project, and developed the extensive descriptions, analyses and supporting mapping and graphics for the COP, the EFSB Petition and the MEPA filing.

♦ Weaver’s Cove Energy, Fall River, MA. Project Manager responsible for regulatory interface, environmental studies, analysis, licensing and permitting for a proposed LNG import terminal on the Taunton River in Fall River, MA. The new terminal was proposed at the former Shell Oil marine terminal and will include a 200,000 cubic meter storage facility, a vaporization system, a truck loading area and two pipeline connections to the Duke/AGT “G” lateral.

The FERC jurisdictional project also included a new pier and berthing area, expansion of an existing turning basin and dredging in portions of the existing seven mile long Federal channel. Dredge volumes are expected to be approximately 2,500,000 cubic yards; the dredge material has been determined to be suitable for offshore disposal. In addition to the FERC Resource

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Reports, permit applications were filed with the US Army Corps, MA DEP, MCZM, RI DEM, RI CRMC and four local Conservation Commissions. FERC approval was granted in July 2005; permitting continued into 2006 and 2007.

In March of 2008, Hess/Weaver’s Cove announced the Offshore Berth Project. This potential modification includes a berth/unloading platform in Mount Hope Bay and a 4.25 mile submarine “pipe in pipe” LNG transfer line to connect the unloading platform to the terminal in Fall River. An updated FERC filing was made in early 2009 together with a full suite of permit applications.

♦ Confidential Client, LNG Peak Shaving Facility: Site selection, evaluation and technical analyses for a proposed 220,000 gallon LNG peak shaving facility in Southeastern Massachusetts.

Utility Site Selection Studies

♦ Site selection efforts for AES Enterprise Inc. in Connecticut and New York. Sizeable areas were examined to identify suitable sites for 500 MW CTCC merchant plants.

♦ Study Manager for a major site selection study conducted for the Allegheny Power System; APS is the holding company for West Penn Power, Monongahela Power, and Potomac Edison. A 50,000 square mile region of interest in Pennsylvania, West Virginia, Ohio, Maryland, and Virginia was examined. Site engineering and environmental characteristics, together with off- site waste disposal, water augmentation reservoirs, and transmission requirements were evaluated for 2000 MW and 600 MW coal-fired power stations. Approximately 60 sites were identified and evaluated; six sites were recommended to APS.

♦ Study Manager for a follow-up study to the initial study conducted for Allegheny Power System. The follow-up study was a detailed comparison of five preferred 2000 MW sites. The study included preparation of refined site layouts, sizing of off-site water augmentation reservoirs, preparation of differential capital and operating cost estimates, an assessment of licensing schedules, and air quality modeling. The results of these analyses were used to rank and compare the sites. The recommended site was expected to be the location of APS’s next major generation project.

♦ Environmental supervisor for a study to identify and evaluate ten potential New York State locations for a 25 MW wood-fired cogeneration facility. The study was commissioned by the Power Authority of the State of New York. The statewide siting effort included analyses of wood fuel supply and cogeneration economics. Two preferred locations were identified and accepted by PASNY.

♦ Transmission Line Route Selection - Responsible for a route selection and subsequent preparation of an environmental analysis for 160 miles of 115 and 345kV transmission lines associated with East Kentucky Power Cooperative’s J.K. Smith Power Station (1200 MW). Developed the route selection methodology, estimated costs of various alternatives, and analyzed constructability considerations. Provided expert testimony on route selection and environmental effects at Kentucky Energy Regulatory Commission public hearings.

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Utility Power Projects

Supervising Licensing Engineer for the New York State PSC Article VIII/NRC Environmental Review process for a 2400 MW nuclear power station proposed by New York State Electric & Gas. The project included comprehensive site data collection programs and complete analysis of two sites as well as an assessment of a 2400 MW coal alternative. The preferred site was located on the southeastern shoreline of Lake Ontario while the alternate site was located on the Hudson River south of Albany. Extensive hydrologic field studies and mathematical modeling were conducted to support 316(b) discharge demonstrations. A 32 volume, 20,000 page joint Nuclear Regulatory Commission, NYS Public Service Commission Environmental Report was prepared and accepted.

♦ Completed a series of assignments for the Nantucket Electric Company (NEC). Projects included permitting of supplemental diesel generator installations at the Nantucket Airport and an air quality modeling study for NEC’s 20 MW downtown facility. The latter was conducted in response to a MA DEQE Consent Order; facility stacks were raised to bring the plant into full compliance.

Waste-to-Energy Projects

♦ Project Manager for the Independent Engineers review of the 1500 TPD Wheelabrator Milbury, MA resource recovery facility. This work was completed for John Hancock Insurance in support of a $300,000,000 debt financing. Also conducted follow-on monitoring of plant availability, heat rate, waste through-put and residue generation rates.

♦ Advisor to the Town of Lancaster, MA Board of Health on a proposed 800 TPD resource recovery facility. Assisted the Town in reviewing competitive proposals, provided technical review throughout the Site Assignment process, and presented recommendations at public forums.

♦ Officer-in-Charge for site evaluation, environmental assessment, and permitting for Energy Initiatives proposed 20 MW New England Wood Energy facility, Brockton, MA. The project was to be fueled with a mix of whole tree chips and demolition debris.

♦ Project Manager responsible for licensing and permitting support for American Ref-Fuel’s proposed 1500 TPD-40 MW refuse energy facility in Lowell, MA. Air quality, truck traffic, and noise analyses were provided under subcontract to ARI, Concord, MA.

♦ Conducted a feasibility study for a mass burn refuse energy facility at Chanute AFB, Rantoul, IL. Refuse availability and environmental requirements were determined. Conceptual designs and life cycle cost analyses were prepared for 60 TPD and 25 TPD modular controlled air incineration units and presented to the U.S. Army Corps of Engineers.

♦ Directed the licensing and community relations effort for Dartmouth College’s 90,000 lb/hr wood-fired boiler project in Hanover, NH. The boiler was to be housed in an on-campus central heating plant; the project also included a remote wood-fired storage facility. Licensing

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activities included a DOE Fuel Use Exemption petition, a New Hampshire Air Permit, and a PSD exemption from the Governor of New Hampshire. While the project has successfully permitted, changing project economics led to installation of an oil-fired boiler.

Pulp & Paper Projects

♦ Project Manager responsible for a water quality modeling effort to assess the waste assimilative capacity of the Alabama River under extreme low flow conditions. The analysis was conducted for MacMillan Bloedel’s 2000 TPD Pine Hill, Alabama kraft pulp and paper mill. Represented MBI in negotiations with the Alabama DEM, secured discharge permit waiver.

♦ Conducted an assessment and analysis of long-standing clarifier/lagoon NPDES discharge permit violations for 600 TPD mill in Georgia. Examined production rates, pulp wastage, lagoon residence times, precipitation patterns, and other parameters. Recommended low cost improvements and presented them to the Georgia DNR.

♦ Project Manager for an environmental regulatory analysis of a proposed 300 TPD bleachery at Interstate Paper, Riceboro, GA.

♦ Appraisal and Economic Analysis for Hammermill Paper Company’s Lock Haven, PA 460,000 lb/hr coal-fired boiler plant. Components of the appraisal included site inspections, inventory of existing equipment, determination of remaining useful life for major equipment, and estimates of replacement cost and current fair market value. The report was compiled to support a $40,000,000 leveraged lease transaction. Financing was successfully concluded.

Environmental Engineering Projects

♦ Environmental engineering support for the reuse of a 60-acre marine petroleum terminal in Southeastern Massachusetts. A variety of alternative uses were explored as part of a comprehensive master planning effort.

♦ Analysis of water supply and sewer requirements and available infrastructure for the proposed reuse of the South Weymouth Naval Air Station. The reuse plan includes up to 4,000,000 sf of commercial/business space on the 1400-acre base.

♦ Engineering input for Bluestone Energy’s proposed 5 MGD Taunton River Desalinization Project. This first of its kind project will treat brackish water from the lower reaches of the Taunton River; drinking water will be conveyed north to Brockton via a new 15-mile pipeline.

♦ Project Engineering Manager for design of a 90,000 cfm forge hammer exhaust and air pollution control system for Wyman-Gordon, Worcester, MA. The $2,000,000 system included moveable exhaust hoods at four hammers, ductwork, high efficiency air filtration systems, mist eliminators, stacks, an elevated equipment enclosure, and a 1500 kVA substation. The design effort was preceded by an extensive on-site pilot testing program.

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♦ Project Engineering Manager for design of a 9,000 cfm welding fume exhaust and control system for Wyman-Gordon, Grafton, MA. The $250,000 system included three separate exhaust trains, special high temperature hoods, baghouses, and all necessary ductwork.

♦ Project Engineering Manager for Boiler Efficiency and Control Study for Shenango, Inc., a Pittsburgh area pig iron, coke, and ingot mold producer. The study objective was to develop a particulate control upgrade for two existing 75,000 lb/hr multi-fuel boilers (coal, blast furnace gas, coke oven gas). At the time of the study, the boilers were not able to fire coal because of particulate emissions violations.

♦ Project Engineer for an assessment of water supply requirements, sewage and leachate discharges from a 1,500,000 SF commercial development in Framingham, MA. The 150-acre project site included the 32-acre former Town of Framingham landfill.

EXPERT TESTIMONY EXPERIENCE

Expert Testimony, Massachusetts Energy Facilities Siting Board, Exelon West Medway, Project Change Filing, testimony on changes to water supply sources and environmental issues for Exelon’s 200 MW simple cycle project, 2017 Expert Testimony, Cape Cod Commission, National Grid, Sagamore Line Reinforcement Project, Western Segment, Phase 3, Sandwich and Barnstable, DRI submittal, review/decision by full Commission, 2017 Expert Testimony, Massachusetts Department of Environmental Protection, adjudicatory hearings, appeal of DEP issued Brockton Power Air Permit by intervenor group; 2015 Expert Testimony, New York State Department of Public Service Article VII proceeding; Cricket Valley Energy 345 kV Transmission Line Project, chaired rebuttal witness panel, 2015 Expert Testimony, Massachusetts Energy Facilities Siting Board, Cape Wind and NSTAR, Project Change Filing, 115 kV transmission lines, ancillary equipment at the Barnstable Station; testimony on environmental issues, 2014 Expert Testimony, Massachusetts Energy Facilities Siting Board, National Grid, Sagamore Line Reinforcement Project, Western Segment, Project Change Filing; Project design changes and supporting environmental analysis,2013-2014. Expert Testimony, Cape Cod Commission, National Grid Sagamore Line Reinforcement Project; Western Segment, DRI submittal, environmental analysis, 2012-2013. Expert Testimony, Cape Cod Commission, NSTAR Electric, Lower SEMA 345 kV transmission project; DRI submittal, need, project alternatives, environmental analysis, 2011. Expert Testimony, Massachusetts Energy Facilities Siting Board, Project alternatives, route selection and environmental analysis, NSTAR Electric, Lower SEMA 345 kV transmission project; 2011. Expert Testimony, Massachusetts Energy Facilities Siting Board, Project alternatives and environmental analysis, Project Change Filing, Brockton Clean Energy, 350 MW combined cycle power project; 2010.

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Expert Testimony, Massachusetts Energy Facilities Siting Board, Environmental analysis, Advanced Power Brockton Clean Energy, 350 MW combined cycle power project; 2008-2009. Expert Testimony, Massachusetts Energy Facilities Siting Board, Site selection, and environmental analysis, Montgomery Energy Billerica Power Partners, LLP, 348 MW peaking power project; 2008. Expert Testimony, Massachusetts Energy Facilities Siting Board, Project alternatives, site selection, and environmental analysis, Braintree Electric Light Department, 116 MW Thomas A. Watson Generating Station; 2007-2008. Expert Testimony, Massachusetts Energy Facilities Siting Board, justification for EFSB override of a Cape Cod Commission denial, KeySpan Energy Delivery, Sagamore Line Reinforcement Project (Cape Cod, MA), 2006-2007. Expert Testimony, Massachusetts Energy Facilities Siting Board, Project alternatives, route selection, cost estimates and environmental analysis, KeySpan Energy Delivery, Sagamore Line Reinforcement Project (Cape Cod, MA); 2005-2006 Expert Testimony, Massachusetts Energy Facilities Siting Board, Project alternatives, route selection, environmental analysis and mitigation, construction methodology; NSTAR Electric 345 kV Transmission Reliability Project (Stoughton to Boston); 2004-2005. Expert Testimony, Massachusetts Energy Facilities Siting Board, site conditions and justification for an extension of the March 2000 EFSB approval, 270 MW Brockton Power Project; 2003. Expert Testimony, Massachusetts Energy Facilities Siting Board, Project alternatives, route selection, cost estimates and environmental issues, KeySpan Energy Delivery Cape Cod Pipeline Reinforcement Project; 2003. Expert Testimony, Massachusetts Energy Facilities Siting Board, Site selection, engineering, environmental and safety issues, 750 MW Constellation Power Nickel Hill Energy Project; 1999-2000. Expert Testimony, Massachusetts Energy Facilities Siting Board, Engineering, environmental and safety issues, 270 MW Brockton Power Project, 1999. Expert Testimony, Massachusetts Energy Facilities Siting Board, Safety and water/wastewater issues, Sithe Energies 750 MW Fore River Station; 1999. Expert Testimony, Massachusetts Energy Facilities Siting Board, Site selection, environmental and safety issues for the 525 MW FP&L IDC Bellingham project; original Petition and subsequent Compliance filing; 1998, 1999, 2000. Expert Testimony, Massachusetts Energy Facilities Siting Council, Environmental issues and mitigation measures for the 166 MW ALTRESCO cogeneration facility, Pittsfield, MA; 1988. Testimony, Massachusetts Legislature, Joint House Senate Energy Committee, “Comparative environmental effects of coal-fired power generation”. Expert Testimony, Kentucky Energy Regulatory Commission, Route selection and environmental effects of 160 miles of 115 and 345kV transmission lines, East Kentucky Power Cooperative.

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PROFESSIONAL AFFILIATIONS AND HONORS National Society of Professional Engineers Massachusetts Society of Professional Engineers Northeast Energy and Commerce Association (NECA), Board of Directors, 2003-2008 MADOER Bio-mass Energy Working Group; Technology Committee Chair Chi Epsilon (National Civil Engineering Honorary) Beta Gamma Sigma (National Management Scholastic Honorary) Rensselaer Mathematics and Science Medal Bausch & Lomb Science Medal

PREVIOUS EMPLOYERS

Earth Tech/Summit, Executive Vice President, Commercial Division - 1994-96 Summit Environmental/WW Engineering & Science, President - 1994 Summit Environmental/HMM Associates, President - 1990 - 94 HMM Associates, President - 1989 HMM Associates, Vice President, Division Manager, Environmental Engineering & Permitting - 1986 - 88 United Engineers & Constructors Inc., General Engineering Division, Assistant Chief Engineer - 1982 - 85 United Engineers & Constructors Inc., Power Division, Supervising Licensing Engineer, Project Engineer - 1974 - 82

EPSILON ASSOCIATES INC. Resumes/Barten Vineyard Wind-6-2018.doc7 978-897-7100 CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

APPEARANCE OF COUNSEL

Please enter my appearance on behalf of Vineyard Wind LLC in the above- captioned proceeding.

______Zachary Gerson FOLEY HOAG LLP 155 Seaport Boulevard Boston, MA 02210-2600 617-832-1000 [email protected] Dated: April 2, 2019 CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

DIRECT TESTIMONY OF HOLLY CARLSON JOHNSTON ON BEHALF OF VINEYARD WIND LLC CAPE COD COMMISSION

VINEYARD WIND LLC

CCC FILE NO. 17026

DIRECT TESTIMONY OF HOLLY CARLSON JOHNSTON

1 Q. Please state your name, position, and business address.

2 A. My name is Holly Carlson Johnston. I am a Senior Consultant at Epsilon

3 Associates, Inc. (“Epsilon”), a multidisciplinary environmental, engineering, and

4 consulting firm. My business address is 3 Mill & Main Place, Suite 250,

5 Maynard, Massachusetts 01754.

6 Q. On whose behalf are you testifying?

7 A. I am testifying on behalf of the applicant, Vineyard Wind LLC (“Vineyard

8 Wind” or the “Company”).

9 Q. Please describe your educational background and professional experience.

10 A. I earned a Bachelor of Arts degree in Environmental Studies, Geology, and

11 Geography from Middlebury College and a Master’s in Environmental Law from

12 the Vermont Law School. I have worked in environmental consulting for more

13 than 15 years, and have been with Epsilon for the entirety of that time. My work

14 focuses mainly on state and regional permitting for linear infrastructure projects,

15 real estate development, and waterfront projects. I have provided environmental

16 siting and permitting services for more than a dozen energy projects proposed by

17 independent power producers and public utility companies. These projects have

18 included submarine electric/communications cables, natural gas pipelines, an

1 1 LNG import terminal, and underground electric reliability projects, among others.

2 A copy of my resume is attached hereto as Attachment 1.

3 Q. Please identify any regulatory proceedings in which you have previously

4 testified.

5 A. I have appeared as an expert witness before the Massachusetts Energy Facilities

6 Siting Board (“EFSB” or the “Siting Board”) on two occasions. I testified in

7 EFSB 17-05/D.P.U. 18-18/18-19, Vineyard Wind LLC and EFSB 16-01, Petition

8 of Colonial Gas Company d/b/a National Grid for Approval to Replace 16.6

9 Miles of its Existing 200 psig Natural Gas Distribution Main in Yarmouth,

10 Dennis, Harwich, and Brewster Pursuant to G.L. c. 164, § 69J. I have also

11 presented before the Cape Cod Commission with respect to the second project

12 (also known as National Grid’s Mid-Cape Main Replacement Project).

13 Q. What is the purpose of your testimony in this case?

14 A. On February 8, 2019, Vineyard Wind filed with the Cape Cod Commission an

15 application for Development of Regional Impact review (the “Application”) for

16 that portion of the Vineyard Wind Connector that is within Barnstable County.

17 Vineyard Wind is in the process of developing and permitting an offshore wind

18 project with a nameplate generating capacity of approximately 800 megawatts,

19 and the Vineyard Wind Connector is the portion of that project located within the

20 Commonwealth of Massachusetts, consisting of offshore export cables, onshore

21 duct bank and export cables, and an onshore substation. The Application

22 incorporated Vineyard Wind’s submissions under the Massachusetts

23 Environmental Policy Act (“MEPA”), specifically: an Environmental Notification

2 1 Form (“ENF”), dated December 15, 2017; a Draft Environmental Impact Report

2 (“DEIR”), dated April 30, 2018; a Supplemental Draft Environmental Impact

3 Report (“SDEIR”), dated August 31, 2018; and a Final Environmental Impact

4 Report (“FEIR”), dated December 17, 2018. With respect to the Application,

5 ENF, DEIR, SDEIR, and FEIR, I am responsible, with other witnesses, for

6 analyzing and evaluating issues pertaining to the general project status, approach,

7 and siting, and environmental impacts, particularly those associated with wetlands

8 and other resources. With other witnesses, I am sponsoring the Application, ENF,

9 DEIR, SDEIR, and FEIR. In addition, with other witnesses, I participated in the

10 preparation of a letter drafted by Theodore Barten, which is being filed

11 simultaneously with this testimony. I am sponsoring that letter as well.

12 Q. Were those materials prepared by you or under your supervision and

13 control?

14 A. Yes.

15 Q. Are there any revisions, updates, or corrections to those matters for which

16 you are responsible?

17 A. Not at this time.

18 Q. Does this conclude your testimony?

19 A. Yes.

SIGNED UNDER THE PAINS AND PENALTIES OF PERJURY THIS 1ST DAY OF

APRIL, 2019.

3 Attachment 1 Holly Carlson Johnston April 2, 2019 Page 1 of 4

HOLLY CARLSON JOHNSTON SENIOR SCIENTIST AND PROJECT MANAGER EpsilonEpsilon ASSOCIATES INC.INC.

EDUCATION

M.S., Summa Cum Laude, Environmental Law, Vermont Law School, 2007 B.A., Magna Cum Laude, Environmental Studies (high honors), Geology (honors) and Geography (honors), Middlebury College, 2002

PROFESSIONAL SUMMARY

Ms. Johnston is an environmental scientist and consultant with a strong background in environmental law, geology, groundwater resources, coastal processes, and urban geography. Her project experience in over 15 years at Epsi lon has included offshore wind transmission and other linear infrastructure projects, real estate development, waterfront permitting, coastal science/management issues, dredging and disposal site analysis and permitting , site remediation, field investigati ons, and scientific research. She has also testified as an expert witness and conducted regulatory research to aid permitting efforts and to provide Epsilon’s Principals and Associates with analyses of the latest legislative and regulatory developments . Ms. Johnston provides integral permitting assistance on local, state, and federal levels . She has worked closely with agencies such as the Massachusetts Environmental Policy Act (MEPA) Office, Energy Facilities Siting Board (EFSB), Massachusetts Departmen t of Environmental Protection (MassDEP), Massachusetts Office of Coastal Zone Management (MCZM), Cape Cod Commission , and U.S. Army Corps of Engineers (USACE). At Epsilon she has specialized in providing this permitting assistance in the areas of energy, urban development, and coastal and water resources.

PROJECT EXPERIENCE

Energy and Linear

 Vineyard Wind Connector, Offshore to Barnstable, MA. Ms. Johnston serve s as Epsilon’s Project Manager for state permitting on this Project to bring up to 800 MW gener ated from an offshore Wind Development Area in federal waters to an interconnection point in Barnstable, Massachusetts, on Cape Cod. The project is in direct response to Section 83C of An Act Relative to Green Communities, the Commonwealth’s call for 1,600 MW of offshore wind energy; on May 23, 2018, Vineyard Wind was selected as the winning bidder in the Section 83 process for 800 MW of offshore wind energy.

 Mid-Cape Main Replacement, Yarmouth, Dennis, Harwich, and Brewster, MA. Ms. Johnston served as Epsilon’s Project Manager on this 18.1 -mile natural gas pipeline replacement project on the mid-Cape. The National Grid project required Section 69J approval from the EFSB, and Ms. Johnston managed preparation of the Petition and subsequent interrogatory responses. She also testified as an expert witness in EFSB hearings. A Final Decision from the EFSB approving the Project was issued in November 2016, less than 10 months after the Petition was submitted. The Project’s tight schedule dictated some rigorous efforts to accelerate the process for environmental reviews and approvals, including submittal of an Expanded ENF and Single EIR to

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HOLLY CARLSON JOHNSTON PAGE 2 OF 4

the MEPA Office to successfully condense the process and preserve an aggressive Project schedule. To creatively problem-solve and achieve a tight permitting timeline, Ms. Johnston also managed preparation of a Development of Regional Impact (DRI) Exemption Application to the Cape Cod Commission; this application was approved by the Commission after a single public hearing at the end of May, just one month after the application was submitted.

 Martha’s Vineyard Hybrid Cable Project, Falmouth to Tisbury, MA. Ms. Johnston provided permitting assistance for a new submarine cable across Vineyard Sound proposed to provide redundant communications and electric services to the island of Martha’s Vineyard. An ENF and Single EIR were prepared and submitted to the MEPA Office, and required close coordination with state and federal resource agencies particularly in terms of detailed marine surveys along the proposed route. This project was the first submarine cable to be proposed following completion of the Massachusetts Ocean Management Plan, which made it a high-profile project. Project permitting will also include Development of Regional Impact Review with regional planning agencies, U.S. Army Corps of Engineers Category II Programmatic General Permit, Section 401 Water Quality Certification, a Chapter 91 License, Federal Consistency Certification from MCZM, and local Conservation Commission approvals. The approximately five-mile submarine route involves horizontal directional drilling as well as cable burial.

 Woburn-Wakefield Reliability Project, Woburn to Wakefield, MA. Ms. Johnston was Assistant Project Manager on this electric reliability project proposed through the communities of Woburn, Winchester, Stoneham, and Wakefield. This 345-kv underground cable was part of the suite of projects intended to improve electric service reliability in the greater Boston region. Ms. Johnston helped to coordinate a vigorous routing analysis that ultimately identified a Preferred Route and Noticed Alternative Route. This routing analysis was contained within a Petition presented to the EFSB.

 Veolia Waste Heat/Steam Pipeline Project, Cambridge and Boston, MA. Ms. Johnston helped lead the effort to prepare a Notice of Intent and Request for Determination of Applicability (both pursuant to the Massachusetts Wetlands Protection Act) and a Chapter 91 Minor Modification Request on behalf of Veolia Energy Boston. This project proposed to capture waste heat generated from the Mirant Kendall Station Power Generating Facility in Cambridge, convert the waste heat to steam, and transport the steam to Veolia’s existing steam distribution service which provides thermal energy to customers in downtown Boston. The project involved subsurface pipeline installation as well as bridge crossings across Lechmere Canal and the Dam. The project was proposed to significantly reduce air emissions associated with Veolia’s existing steam production plants, as well as significantly reduce thermal impacts to the Charles River associated with the current discharge of waste heat into the waterway.

 Exelon West Medway II, Medway, MA. Ms. Johnston helped manage preparation of a Draft EIR for a new highly efficient, fast-starting electric power peaking generation plant on a portion of the 94-acre West Medway Generating Station property in Medway. The filing included analyses of air quality, greenhouse gas emissions, noise, water supply, wastewater, transportation, and construction-related impacts.

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 Weaver’s Cove Energy Offshore Berth Project, Fall River, MA. As part of a team preparing updated permit applications for a revised project design, Ms. Johnston spearheaded efforts to prepare a Section 401 Water Quality Certification application to MassDEP as well as Federal Consistency Certification from MCZM. This round of permitting for the Weaver’s Cove Liquefied Natural Gas (LNG) project was prompted in response to project design modifications made in light of comments from regulatory and community entities. The revised design included an offshore berth platform in Mount Hope Bay and a 4.25-mile-long pipe-in-pipe LNG transfer system extending from the offshore berth to the onshore LNG Terminal site in Fall River (previously approved by FERC). Ms. Johnston also coordinated a Tier III sediment sampling and analysis effort in the Taunton River and Mount Hope Bay for the purpose of evaluating feasible disposal options for proposed dredged material within the revised berth.

 National Grid, Western Segment Phase I, Sandwich, MA. Ms. Johnston assisted in compiling a Development of Regional Impact Application submitted to the Cape Cod Commission for approximately 11,000 feet of 20-inch-diameter underground gas pipeline. This project was part of the larger Sagamore Line Reinforcement Project, which in total involved construction of 13.1 miles of new high-pressure distribution pipeline on Cape Cod.

 Weaver’s Cove Energy LNG Terminal, Fall River, MA. Ms. Johnston provided permitting assistance for a new LNG import terminal with an associated more than 2 million cubic-yard dredging component. Ms. Johnston assisted in developing protocols for a sediment sampling plan involving 43 separate sediment cores yielding 55 samples in the Taunton River. The sampling program was designed to characterize levels of sediment contamination along a seven-mile section of the lower Taunton River and Mount Hope Bay to refine dredged material disposal options. Ms. Johnston managed the field-lab sampling operations where the sediment cores and samples were processed, and she played an integral role in characterizing the project sediment through analysis of laboratory results. Ms. Johnston was also directly involved in preparing written Technical and Dredging Program reports detailing the sampling operation and subsequent results from physical and chemical analyses. She also performed essential tasks in planning a second sediment sampling program of even larger scope for the fundamental purpose of performing biological analyses on proposed dredged material. Primary project responsibilities also included data collection and analysis, graphics generation, preparation of materials for regulatory and resource agencies (including FERC and MassDEP Chapter 91 Waterways), and presentation of materials to the client. Ms. Johnston performed fieldwork using Ground-Penetrating Radar and Geoprobe coring as part of a coastal wetlands investigation related to proposed shoreline stabilization measures.

 Tier III Sediment Sampling and Analysis, Taunton River and Mt. Hope Bay, MA and RI. Ms. Johnston coordinated a Tier III sediment sampling and analysis effort in the Taunton River and Mount Hope Bay in southeastern Massachusetts and Rhode Island for the purpose of evaluating feasible disposal options for 2.5 million cubic yards of proposed dredged material for an energy client. She played an integral role in the development, planning, sampling, and review phases of the project and was the field lab coordinator during the actual field sampling effort. This Tier III effort (which is a characterization of dredged material for offshore disposal outlined by the U.S. Army Corps of Engineers and U.S. Environmental Protection Agency [EPA]) consisted of collecting and processing approximately 100 sediment cores sampled from 51 distinct locations.

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HOLLY CARLSON JOHNSTON PAGE 4 OF 4

Composite samples of project sediment were subjected to biological, chemical and physical analyses to evaluate the sediment’s suitability for offshore disposal at designated dredged material disposal sites in Massachusetts Bay and Rhode Island Sound. Ms. Johnston was responsible for interfacing with the U.S. Army Corps of Engineers and EPA throughout the field effort to verify the project sediment compositing scheme and to provide real-time updates on the project’s progress. She was also responsible for coordination between the coring effort, sediment processing in the field lab, and sample generation in the laboratory to ensure that a sufficient volume of material was provided from each sample location. Beginning with the formulation of a sampling plan and carrying through to formulation of a final written report, this Tier III effort required supreme organization and coordination between the coring crew, field lab, participating laboratories, geotechnical consultants, the client, EPA, and the U.S. Army Corps of Engineers. Ms. Johnston embraced her role in coordinating these various players and components of the project, and the sampling effort was completed successfully, efficiently, and ahead of schedule.

 Brayton Point Power Station, Somerset MA. Ms. Johnston contributed to the preparation and execution of a Sediment Sampling and Analysis Plan intended to characterize sediments and upland soils proposed for excavation to accommodate construction of a new pump-house and other facility upgrades. Ms. Johnston helped coordinate field lab operations where vibracores and borings were processed and prepared for a suite of physical and chemical laboratory analyses pursuant to the Regional Implementation Manual.

 Venice Gathering System Lateral Abandonment Project, Gulf of Mexico. Ms. Johnston prepared two resource reports for FERC relating to a gas pipeline abandonment project located in federal waters off the coast of Louisiana in the Gulf of Mexico. Ms. Johnston took the lead on the resource report pertaining to water use and quality and provided support and editing for the report addressing fish, wildlife, and vegetation. This effort involved coordinating with her colleagues to provide the client with high-quality documents on a very tight schedule.

 Besicorp Empire State Newsprint Recycling Plant, Rensselaer, NY. Ms. Johnston contributed to a written report concerning site geology for the proposed location of a combined 505 megawatt natural gas-fired co-generation facility and 303,000-ton newsprint recycling facility on the Hudson River. Ms. Johnston also assisted in the preparation of transmission line figures as well as performed work using AutoCAD graphics software to assist in wetlands delineation and area calculations.

 KeySpan Energy Cape Cod Pipeline Reinforcement Project, Bourne/Sandwich/Falmouth, MA. Ms. Johnston coordinated project team responses to the Massachusetts Energy Facility Siting Board Petition information requests related to approximately eight miles of new 12-inch-diameter 200 psi pipeline designed to strengthen the KeySpan gas delivery system in this portion of the state.

EPSILON ASSOCIATES INC. Resumes/Carlson Johnston CV 978-897-7100 CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

DIRECT TESTIMONY OF JOHN (“JACK”) ARRUDA ON BEHALF OF VINEYARD WIND LLC CAPE COD COMMISSION

VINEYARD WIND LLC

CCC FILE NO. 17026

DIRECT TESTIMONY OF JOHN (“JACK”) ARRUDA

1 Q. Please state your name, position, and business address.

2 A. My name is John (“Jack”) Arruda. I am the Technical Development Manager at

3 Vineyard Wind LLC (“Vineyard Wind” or the “Company”), the applicant in these

4 proceedings. My business address is 700 Pleasant Street, Suite 510, New

5 Bedford, MA 02740.

6 Q. On whose behalf are you testifying?

7 A. I am testifying on behalf of the applicant, Vineyard Wind.

8 Q. Please describe your educational background and professional experience.

9 A. I earned a Bachelor of Science in Marine Engineering from the Massachusetts

10 Maritime Academy. I have worked in combined cycle power generation for over

11 20 years, primarily in a management role, and I have been with Vineyard Wind

12 since May 2017. Prior to Vineyard Wind, I worked for Caithness Energy where I

13 served as Director of Operations responsible for overseeing combined cycle

14 facilities in operation and under construction and served as project manager for

15 the development of gas turbine projects. Before Caithness Energy, I served as the

16 Electrical Infrastructure and Interconnection Project Manager for the Cape Wind

17 Project where I managed several aspects of the project, including onshore and

18 offshore cable installation, the interconnection process, and overall wind farm

19 supervisory control and data acquisition (“SCADA”), among other programs. I

1 1 have also served as Operations Manager for Calpine Tiverton Power and

2 Operations and Maintenance Manager for EMI/Calpine Dighton Power. A copy

3 of my resume is attached hereto as Attachment 1.

4 Q. Please identify any regulatory proceedings in which you have previously

5 testified.

6 A. I have provided testimony in two proceedings before the Massachusetts Energy

7 Facilities Siting Board (“EFSB” or the “Siting Board”): EFSB 17-05/D.P.U. 18-

8 18/18-19, Vineyard Wind LLC and EFSB 02-2B/EFSB 07-8A, Cape Wind

9 Associates, LLC and NSTAR Electric Company.

10 Q. What is the purpose of your testimony in this case?

11 A. On February 8, 2019, Vineyard Wind filed with the Cape Cod Commission an

12 application for Development of Regional Impact review (the “Application”) for

13 that portion of the Vineyard Wind Connector that is within Barnstable County.

14 Vineyard Wind is in the process of developing and permitting an offshore wind

15 project with a nameplate generating capacity of approximately 800 megawatts,

16 and the Vineyard Wind Connector is the portion of that project located within the

17 Commonwealth of Massachusetts, consisting of offshore export cables, onshore

18 duct bank and export cables, and an onshore substation. The Application

19 incorporated Vineyard Wind’s submissions under the Massachusetts

20 Environmental Policy Act, specifically: an Environmental Notification Form

21 (“ENF”), dated December 15, 2017; a Draft Environmental Impact Report

22 (“DEIR”), dated April 30, 2018; a Supplemental Draft Environmental Impact

23 Report (“SDEIR”), dated August 31, 2018; and a Final Environmental Impact

2 1 Report (“FEIR”), dated December 17, 2018. With respect to the Application,

2 ENF, DEIR, SDEIR, and FEIR, I am responsible, with other witnesses, for

3 analyzing and evaluating issues pertaining to all aspects of the project. My

4 primary focus has been on grid interconnection and local permitting related to the

5 onshore works. With other witnesses, I am sponsoring the Application, ENF,

6 DEIR, SDEIR, and FEIR.

7 Q. Were those materials prepared by you or under your supervision and

8 control?

9 A. Yes.

10 Q. Are there any revisions, updates, or corrections to those matters for which

11 you are responsible?

12 A. Not at this time.

13 Q. Does this conclude your testimony?

14 A. Yes.

SIGNED UNDER THE PAINS AND PENALTIES OF PERJURY THIS 1ST DAY OF

APRIL, 2019.

3 Vineyard Wind LLC Attachment 1 EFSB 17-05/D.P.U. 18-18, 18-19 John ("Jack") Arruda Attachment 1 April 2, 2019 Exhibit: VW-JA-2 Page 1 of 3 Date: June 20, 2018 John ("Jack")(“Jack”) Arruda Presiding Officer: Kathryn Sedor Page 1 of 3 700 Pleasant Street, Suite 510 New BedfordBedford, MAMA 02740 (508) 717717-8964-8964

SUMMARY Currently I am working on the Vineyard Wind Project as the Technical Development Manager mainly responsible for local permitting and town agreements related to the onshore works. I am also the PPackageackage MManageranager for the onshore works and grid interconnection which includincludeses the interconnection process with ISO--NENE and the local transmission ownerowner.. PreviouslyPreviously,, I worked for five years on the Cape Wind project as the Electrical Infrastructure and Interconnection Project Manager along with leading other areas relaterelatedd to O&M and EH&SEH&S.. I have over 2200 years of combined cycle power generation experience primarily in a management rolerole.. Most recently, I have worked for Caithness Energy and Energy Management Inc. in plant operations and maintenance and have been involved in the construction and start-upstart-up of EMIEMI's’s Dartmouth and Dighton facilities. Subsequently I have also worked for Calpine followed by GE Energy as the Operations and Facility Manager of Tiverton Power, which was an EMI-developed-developed 270MW combined cycle generation facility in RRhodehode IslandIsland..

EXPERIENCE Vineyard Wind LLC May 2017-Present-Present Technical Development MManageranager

• Responsible for the overall Grid Connection and interface with ISO--NENE • Package Manager for the onshore works starting on landfall to substation interconnection point 6--milesmiles inland • Assist with overall local, state and federal permitting, public outreach • Land acquisition and commercial negotiation with local towns and private owners to secure upland route control • Assist with O&M port land rights and agreements

Caithness Energy Nov 2016--MayMay 2017 Director of Operations • Responsible for complete oversight of the combined cycle facilities in operation and under construction. • Assist in new facility development and project acquisition due diligence • Negotiate and managemanage third party O&M contracts • Facility operations, EH&S compliance, NERC compliancecompliance,, Market and Contract compliance, Profit and Loss optimization, Financial ReportiReportingng and budget compliance • Development of capital and major maintenancemaintenance programs and projects

Vineyard Wind LLC Attachment 1 EFSB 17-05/D.P.U. 18-18, 18-19 John ("Jack") Arruda Attachment 1 EEnergynergy Management IncInc.. Nov 2008 -– Nov 2016 April 2, 2019 Exhibit: VW-JA-2 PProjectroject Development and Project MManagementanagement Page 2 of 3 Date: June 20, 2018 Presiding Officer: Kathryn Sedor • Project Manager for development of gas turbine projects. Responsible for interacting with Page 2 of 3 all local, state and federal agencies regarding permitting, public relations, ISO-NE-NE interconnection studies,studies, FCM qualification, gas supply,supply, including technology evaluation, site layout and capital cost evaluation • Project Manager for the development of the Pioneer Valley Energy Center (PVEC) a 400MW combined cycle power plant. Member of the commercial negotiating team for the combine cycle Power Island Supply Agreement, EPC contract and Long-Term-Term Service Agreement • MManagedanaged the development of a 6-MW-MW solar project in Dartmouth, Massachusetts

Cape Wind,Wind, Technical Project Manager • ServedServed as the Electrical Service Platform (ESP) and Grid Interconnection Project Manager on Cape Wind • ManageManagedd the onshore and offshore cable installation and cable supply contracts • ManageManagedd all aspects of the interconnection process for the Cape Wind project with ISO-NE-NE and local transmission owner, NSTAR (Eversource) • Project liaison with regional USCG sector for compliance with BOEM lease requirements and execution of project • Managed the ooverallverall wind farm SCADA, control, communication protocol and interface between the Project, ISO-NE,-NE, NSTAR and USCG • Managed the Safety Management System (SMS) and O&M programs for the Construction and OperationOperationss Plan (COP) submittals to BOEM • Project Lead on the Construction and O&M port facilityfacility evaluations and procurement • Team member on the BOEM FDR/FIR approval process for the WTG, ESP and cable systems

GE Energy/Tiverton Power 20020066 -– 2008 Facility Manager • Responsible for a 270MW GE7FA combined cycle power generation facility including overall operations, budgets, maintenance and environmental health and safety Participated in meetings with electric transmission entitieentitiess within the ISO New England Electric System • Interface with power marketing to determine daily bid, hedge position strategies and commercial opportunities. Maximized ancillary market opportunities • Managed OSHA VPP Star facilityfacility compliance • ManageManagedd a team of three department heads and 14 hourly employees • FormulateFormulatedd long-termlong-term major maintenance and capital improvement budgets • MonitorMonitoreded plant performance and implement corrective measures as required

Calpine Tiverton Power 2001-2001– 2006 Operations Manager • Responsible for plant operation of 27275MW5MW GE7FA combined cycle power generation facility • InterfaceInterfacedd with ISO New England • Developed and implementedimplemented standard operating procedures and recruiting and trainingtraining for all operations personnel • EEnsurednsured compliance with all environmental permits and regulatory agencyagency requirements • ScheduledScheduled annual shutdowns and coordinatcoordinateded all related capital projects • Identified and implementedimplemented pplantlant upgrades and modifications

Vineyard Wind LLC Attachment 1 EFSB 17-05/D.P.U. 18-18, 18-19 John ("Jack") Arruda Attachment 1 April 2, 2019 Exhibit: VW-JA-2 Page 3 of 3 i ide: June 20, 2018 EMI/Calpine Dighton Power 1p7Mi-1998 –. 2001•- r: Kathryn Sedor Operations and Maintenance Manager Page 3 of 3 • Member of the Owners construction team for a 170MW single shaft combined cycle project providing oversight of EPC contractor construction activities • Supervised the start-upstart-up and commissioning of the facility • Responsible for the Safe and Efficient operation and maintenance of a 170MW single shaft combined cycle power plant. MajoMajorr equipment includes ABB 11N2 low NOX gas turbine, ABB VAX steam turbine, Nooter Eriksen HRSG, GEA air cocooledoled condenser and a Bailey DCS

EMI DartmoDartmouth/Pawtucketuth/Pawtucket Power 1991 -– 1998 Control Room Supervisor • Managed daily plant operation, including activities effecting the safety, efficienefficiencycy and environmental compliance

Martin Engineering Incorporated 1989 - 1991 Sales Engineer • Assisted pprojectroject and consulting engineers with design and layout of industrial and institutional steam systems and customer service

Crown Service Systems 1988 -– 1989 Plant Engineer • Responsible for the overall plant operation, including boiler andand machinery automationautomation Crest Tankers Incorporated 1985 -1988–1988 Third Engineer

EEDUCATIONDUCATION Massachusetts Maritime Academy,Academy, Bachelor of ScienceScience in Marine Engineering 1981 -– 1985

LLICENSESICENSES • MassMassachusettsachusetts Second Class Engineer • Massachusetts Industrial Wastewater Grade 2 (inactive) • Certified First Aid and CPR

PREVIOUS SPECIALIZED TRAINING • GE Environmental Health and Safety Managers training • Massachusetts Fire Fighting Academy, Barnstable, MA • RCRA Trained and DOT certified for shipment of hazardous waste • Walter Natemayer, Building ManagerManagerialial Excellence Program May 2005 CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

DIRECT TESTIMONY OF KATE McENEANEY ON BEHALF OF VINEYARD WIND LLC CAPE COD COMMISSION

VINEYARD WIND LLC

CCC FILE NO. 17026

DIRECT TESTIMONY OF KATE McENEANEY

1 Q. Please state your name, position, and business address.

2 A. My name is Kate McEneaney, I am a Senior Consultant with Epsilon Associates,

3 Inc. (“Epsilon”), a multidisciplinary environmental, engineering, and consulting

4 firm. My business address is 3 Mill & Main Place, Suite 250, Maynard,

5 Massachusetts 01754.

6 Q. On whose behalf are you testifying?

7 A. I am testifying on behalf of the applicant, Vineyard Wind LLC (“Vineyard Wind”

8 or the “Company”).

9 Q. Please describe your educational background and professional experience.

10 A. I hold a combined BA/MA degree in Energy and Environmental Policy from

11 Boston University. My career has been focused on the environmental permitting

12 of energy infrastructure projects, especially before state and regional approval

13 authorities. In that capacity I have worked as a consultant at Epsilon Associates

14 and VHB and as a permitting lead in the transmission business operations group

15 at Eversource Energy. A copy of my resume is attached hereto as Attachment 1.

16 Q. Please identify any regulatory proceedings in which you have previously

17 testified.

18 A. I have testified before the Commission on the KeySpan Sagamore Gas Pipeline

19 Project and before the Energy Facilities Siting Board on multiple transmission

1 1 projects including the Worcester Cable Project, the Woburn to Wakefield Line,

2 and the Walbrook to Holbrook Reliability Project.

3 Q. What is the purpose of your testimony in this case?

4 A. On February 8, 2019, Vineyard Wind filed with the Cape Cod Commission an

5 application for Development of Regional Impact review (the “Application”) for

6 that portion of the Vineyard Wind Connector that is within Barnstable County.

7 Vineyard Wind is in the process of developing and permitting an offshore wind

8 project with a nameplate generating capacity of approximately 800 megawatts,

9 and the Vineyard Wind Connector is the portion of that project located within the

10 Commonwealth of Massachusetts, consisting of offshore export cables, onshore

11 duct bank and export cables, and an onshore substation. The Application

12 incorporated Vineyard Wind’s submissions under the Massachusetts

13 Environmental Policy Act, specifically: an Environmental Notification Form

14 (“ENF”), dated December 15, 2017; a Draft Environmental Impact Report

15 (“DEIR”), dated April 30, 2018; a Supplemental Draft Environmental Impact

16 Report (“SDEIR”), dated August 31, 2018; and a Final Environmental Impact

17 Report (“FEIR”), dated December 17, 2018. With respect to the Application, I

18 am responsible, with other witnesses, for analyzing and evaluating issues

19 pertaining to environmental impacts, project approach and siting, the Cape Cod

20 Commission’s Regional Policy Plan, construction methods, land use, visual

21 impacts, traffic impacts, noise impacts, air emissions, and zoning. With other

22 witnesses, I am sponsoring the Application. I was not directly involved in the

23 preparation of the ENF, DEIR, SDEIR, or FEIR, but I have reviewed those

3 1 documents in connection with the Application and the matters addressed in the

2 Application, including their incorporation into the Application. In addition, with

3 other witnesses, I participated in the preparation of a letter drafted by Theodore

4 Barten, which is being filed simultaneously with this testimony. I am sponsoring

5 that letter as well.

6 Q. Were those materials prepared by you or under your supervision and

7 control?

8 A. Yes.

9 Q. Are there any revisions, updates, or corrections to those matters for which

10 you are responsible?

11 A. Not at this time.

12 Q. Does this conclude your testimony?

13 A. Yes.

SIGNED UNDER THE PAINS AND PENALTIES OF PERJURY THIS 1st DAY OF

APRIL, 2019.

______Kate McEneaney

4 Attachment 1 Kate V. McEneaney April 2, 2019 Page 1 of 3

Kate V. McEneaney

Senior Consultant

EDUCATION Ms. McEneaney is an environmental consultant with a focus on environmental permitting of energy projects, including electric M.A., Energy and Environmental Analysis, Boston University transmission lines, gas pipelines, fuel storage and distribution facilities, and generating stations. Her clients include utilities and private energy B.A., Environmental Policy, Boston developers with a focus on the New England region. She manages University multi-year permitting efforts and acts as primary client contact, PROFESSIONAL EXPERIENCE regulatory liaison, and expert witness. Epsilon Associates, 2018-present, 2001- 2013 Ms. McEneaney has extensive experience in bringing projects with complex permitting requirements through the approval process with Eversource Energy, Transmission Business the Department of Public Utilities (DPU), Energy Facilities Siting Board Operations Siting Lead, 2015-2018 (EFSB), and the Massachusetts Environmental Policy Act (MEPA) Office. VHB, 2013-2015 She also has successfully gained approval for projects from the Cape Cod Commission, a regional planning body with regulatory authority on Cape Cod.

In her career, Ms. McEneaney has focused on electric transmission and gas pipeline projects in Massachusetts, both as a consultant and a siting analyst for a major utility. She has been involved in the majority of high voltage electrical transmission upgrades in Massachusetts over the past 10 years, including the Lower Southeast Massachusetts and Greater Boston suite of projects. In this capacity she has extensive experience acting both as regulatory liaison and public interface for projects.

Ms. McEneaney also has experience permitting a variety of real estate development projects, including large multi-use residential and commercial developments.

EPSILON ASSOCIATES INC. Resume/McEneaney 978-897-7100 Attachment 1 Kate V. McEneaney April 2, 2019 Page 2 of 3

KATE V. MCENEANEY PAGE 2 OF 3

SELECTED PROFESSIONAL EXPERIENCE

 Eversource Greater Boston Reliability Solution, Various Projects. Ms. McEneaney was the lead analyst within the transmission business operations group for the siting of over $500 million worth of EFSB- jurisdictional transmission projects in the Greater Boston Area. Projects include a 15-mile 115 kV overhead transmission line from Walpole to Holbrook with a new switching station in the Town of Sharon; the Woburn to Wakefield Project, a 345 kV underground transmission line through the Towns of Woburn; and the Mystic to East Eagle Project, two 115 kV underground dielectric cables in the cities of Everett and Chelsea and South Boston with a new substation in the East Eagle neighborhood of East Boston. Ms. McEneaney was responsible for a broad range of activities associated with project permitting including strategic development, contractor coordination, review and execution of filings, providing expert testimony, coordination of engineering, planning, project management, legal and executive roles in the permitting process, and public outreach. Ms. McEneaney regularly presented Greater Boston projects before Boards of Selectmen and Town Councils, before state and local agencies, and at Company-sponsored open houses. She attended meetings at ISO-NE in Holyoke to discuss project status and was integral in the negotiation of host community agreements with municipalities as well as informal mitigation arrangements for projects. She was also responsible for ensuring compliance with EFSB and DPU orders on multiple projects through construction and operation.

 Vineyard Wind Connector, Offshore to Barnstable, MA. Ms. McEneaney managed Development of Regional Impact (DRI) processes before both the Cape Cod Commission and Martha’s Vineyard Commission for the jurisdictional components of transmission associated with an 800-MW offshore wind energy generation facility.

 National Grid, Merrimack Valley Reliability Project, 345 kV Overhead. The MVRP was a new 345- kilovolt (kV) overhead transmission line approximately 24.5 miles long and running in existing utility rights- of-way between Londonderry, NH, and Tewksbury, MA. Ms. McEneaney developed the DPU Petition for the Project.

 Eversource Mystic to East Eagle Transmission Project, 115 kV, Chelsea, Everett, East Boston, MA. While at VHB Ms. McEneaney was the lead for developing an EFSB Petition for the construction of a new 115kV/14 kV substation in East Boston and two 115 kV underground cables to link the new substation with existing stations at Mystic and Chelsea. Petition development included siting assessment and environmental analysis of the new station as well as routing assessment for the cables, and development and integration of planning and engineering arguments in defense of the project.

 National Grid Salem Cables, 115 kV Underground, Salem, MA. While at VHB Ms. McEneaney assisted in the development and defense of a project to replace two 115 kV cables in the City of Salem, MA. She contributed to the routing assessment, environmental analysis and drafting of information requests and record requests for the EFSB/DPU case.

 NSTAR, Mid-Cape Reliability Project, 115 kV Transmission Line, Cape Cod, MA. Epsilon was retained by NSTAR to assist with a route selection study and related licensing and environmental permitting for more than 20 miles of improvements and reinforcements to the 115 kV system located between Bourne and Barnstable. Ms. McEneaney led the routing analysis and was responsible for the development of the diverse aspects of the Siting Board case.

 NSTAR Lower SEMA 345 kV Project, Carver, Plymouth, Bourne, Sandwich and Barnstable, MA. This 20-mile long 345 kV transmission line and substation expansion in Southeastern Massachusetts was subject to DPU and EFSB approval as well as MEPA review. It was also subject to review by the Cape Cod Commission, a regional governing body. Ms. McEneaney was the Assistant Project Manager responsible for

EPSILON ASSOCIATES INC. Resume/McEneaney 978-897-7100 Attachment 1 Kate V. McEneaney April 2, 2019 Page 3 of 3

KATE V. MCENEANEY PAGE 3 OF 3 overseeing the route selection report, development of the EFSB/DPU petition and Environmental Impact Report (EIR).

 National Grid, Worcester Cable Project, Worcester, MA. Ms. McEneaney served as the Project Manager for this 115 kV transmission reinforcement project. She developed a strategy, developed criteria and scoring methodology for routing analysis, coordinated and carried out data collection, and worked with team members for effective community outreach. She was also responsible for the development of the EFSB Petition, the MEPA Environmental Notification Form (ENF), and provided expert testimony before the EFSB.

 KeySpan Energy, Sagamore Line Reinforcement Project, Cape Cod, MA. This project involved 13 miles of new 20- and 12-inch psi line in the towns of Barnstable, Dennis, Harwich, Sandwich, and Yarmouth. Ms. McEneaney developed route selection studies, prepared environmental elements of the EFSB Petition, and prepared EIRs. She also provided support for EFSB testimony and prepared responses to Information Requests and Record Requests throughout EFSB proceedings. Ms. McEneaney managed effort to obtain Development of Regional Impact approval from the Cape Cod Commission.

 Besicorp Development, Inc., Kingston, NY. Ms. McEneaney assisted in the preparation of an Article VII Application to the New York State Department of Public Service for an electric transmission line and gas pipeline. Her responsibilities included data collection, drafting sections of permitting documents, and coordinating communication with local, state and federal permitting agencies.

 Weaver’s Cove Energy, Fall River, MA. This project proposed a new liquefied natural gas (LNG) import terminal and natural gas pipeline to be located on the Taunton River. Ms. McEneaney prepared application materials for submittal to the Federal Energy Regulatory Commission (FERC) and the MEPA Office. She coordinated and supported the development of the EIRs including the potential for air, water quality, wetlands, recreation, transportation, land use, visual and socioeconomic impacts. Ms. McEneaney also researched and developed reports on socioeconomic and land use impacts of the project, prepared federal and state permits for the terminal and associated lateral pipelines, including 401 Water Quality Certifications, Coastal Zone Consistency Certifications, and Chapter 91 permitting.

EXPERT TESTIMONY EXPERIENCE

Expert Testimony, Massachusetts Energy Facilities Siting Board, Routing and environmental analysis, Eversource Woburn to Wakefield 345 kV transmission line, 2017

Expert Testimony, Massachusetts Energy Facilities Siting Board, Record retention and compliance, Eversource Walpole to Holbrook Transmission Line, 2017

Expert Testimony, Massachusetts Energy Facilities Siting Board, Routing and environmental analysis, National Grid Worcester; 2010.

EPSILON ASSOCIATES INC. Resume/McEneaney 978-897-7100

CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

DIRECT TESTIMONY OF NATHANIEL MAYO ON BEHALF OF VINEYARD WIND LLC

CAPE COD COMMISSION

VINEYARD WIND LLC

CCC FILE NO. 17026

DIRECT TESTIMONY OF NATHANIEL MAYO

1 Q. Please state your name, position, and business address.

2 A. My name is Nathaniel Mayo. I am the Manager of Policy and Development at

3 Vineyard Wind LLC (“Vineyard Wind” or the “Company”), the applicant in these

4 proceedings. My business address is 700 Pleasant Street, Suite 510, New

5 Bedford, MA 02740.

6 Q. On whose behalf are you testifying?

7 A. I am testifying on behalf of the applicant, Vineyard Wind.

8 Q. Please describe your educational background and professional experience.

9 A. I earned a BA from Brandeis University in 2004, and an MA in Environmental

10 Policy and Planning from Tufts University in 2016. I have worked in public

11 policy and community engagement roles on Cape Cod for over a decade. I

12 worked as a district aide for U.S. congressman William Delahunt in 2004 and

13 2005, and worked for former Cape and Islands State Senator Robert O’Leary

14 from 2005 to 2010, departing as Legislative Director for his office. I am vice-

15 chair of the Conservation Commission in Provincetown, MA, where I have served

16 since 2017. I have worked as Vineyard Wind’s Manager of Policy and

17 Development since January 2018, heading outreach and coordination efforts with

18 various stakeholders, serving as liaison to fishing interests in Yarmouth and

19 Barnstable, and serving as part of Vineyard Wind’s permitting team.

1

1 Q. Have you previously testified in any relevant regulatory proceedings?

2 A. No.

3 Q. What is the purpose of your testimony in this case?

4 A. On February 8, 2019, Vineyard Wind filed with the Cape Cod Commission an

5 application for Development of Regional Impact review (the “Application”) for

6 that portion of the Vineyard Wind Connector that is within Barnstable County.

7 Vineyard Wind is in the process of developing and permitting an offshore wind

8 project with a nameplate generating capacity of approximately 800 megawatts,

9 and the Vineyard Wind Connector is the portion of that project located within the

10 Commonwealth of Massachusetts, consisting of offshore export cables, onshore

11 duct bank and export cables, and an onshore substation. The Application

12 incorporated Vineyard Wind’s submissions under the Massachusetts

13 Environmental Policy Act, specifically: an Environmental Notification Form

14 (“ENF”), dated December 15, 2017; a Draft Environmental Impact Report

15 (“DEIR”), dated April 30, 2018; a Supplemental Draft Environmental Impact

16 Report (“SDEIR”), dated August 31, 2018; and a Final Environmental Impact

17 Report (“FEIR”), dated December 17, 2018. With respect to the Application,

18 ENF, DEIR, SDEIR, and FEIR, I am responsible, with other witnesses, for

19 analyzing and evaluating issues pertaining to community outreach and local

20 approvals. With other witnesses, I am sponsoring the Application, ENF, DEIR,

21 SDEIR, and FEIR.

22 Q. Were those materials prepared by you or under your supervision and

23 control?

2

1 A. Yes.

2 Q. Are there any revisions, updates, or corrections to those matters for which

3 you are responsible?

4 A. Not at this time.

5 Q. Does this conclude your testimony?

6 A. Yes.

SIGNED UNDER THE PAINS AND PENALTIES OF PERJURY THIS 1ST DAY OF

APRIL, 2019.

______Nathaniel Mayo

3 CAPE COD COMMISSION

) Vineyard Wind LLC, Development of Regional ) Impact for the Vineyard Wind Connector ) CCC File No. 17026 ) )

DIRECT TESTIMONY OF ERICH STEPHENS ON BEHALF OF VINEYARD WIND LLC CAPE COD COMMISSION

VINEYARD WIND LLC

CCC FILE NO. 17026

DIRECT TESTIMONY OF ERICH STEPHENS

1 Q. Please state your name, position, and business address.

2 A. My name is Erich Stephens. I am the Chief Development Officer at Vineyard

3 Wind LLC (“Vineyard Wind”), the applicant in these proceedings. My business

4 address is 700 Pleasant Street, Suite 510, New Bedford, MA 02740.

5 Q. On whose behalf are you testifying?

6 A. I am testifying on behalf of the applicant, Vineyard Wind.

7 Q. Please describe your educational background and professional experience.

8 A. I earned a Bachelor of Science degree, with honors, in marine ecology from

9 Brown University. I have also completed a program in energy project finance at

10 Vermont Law School. I am a wind energy industry expert with nearly 20 years of

11 experience working in renewable energy and have served as Vineyard Wind’s

12 Chief Development Officer since 2017. Prior to Vineyard Wind, I was the Chief

13 Executive Officer and Managing Director of OffshoreMW/SeaMW where I led

14 the acquisition of the lease area now held by Vineyard Wind, as well as early

15 stage development for offshore wind projects in the United Kingdom, the

16 Netherlands, and Denmark. Before that, I was Head of Development Operations

17 for Bluewater Wind where, among other things, I managed the development of an

18 offshore wind project that was the first offshore wind project in the U.S. to enter

1 1 into a power purchase agreement with a utility through a competitive procurement

2 process. A copy of my resume is attached hereto as Attachment 1.

3 Q. Please identify any regulatory proceedings in which you have previously

4 testified.

5 A. I have testified on several occasions before the Rhode Island Public Utilities

6 Commission in proceedings relating to electric distribution company rates and

7 renewable portfolio standards regulations. I also testified before the

8 Massachusetts Energy Facilities Siting Board (“EFSB” or the “Siting Board”) in

9 EFSB 17-05/D.P.U. 18-18/18-19, Vineyard Wind LLC.

10 Q. What is the purpose of your testimony in this case?

11 A. On February 8, 2019, Vineyard Wind filed with the Cape Cod Commission an

12 application for Development of Regional Impact review (the “Application”) for

13 that portion of the Vineyard Wind Connector that is within Barnstable County.

14 Vineyard Wind is in the process of developing and permitting an offshore wind

15 project with a nameplate generating capacity of approximately 800 megawatts,

16 and the Vineyard Wind Connector is the portion of that project located within the

17 Commonwealth of Massachusetts, consisting of offshore export cables, onshore

18 duct bank and export cables, and an onshore substation. The Application

19 incorporated Vineyard Wind’s submissions under the Massachusetts

20 Environmental Policy Act, specifically: an Environmental Notification Form

21 (“ENF”), dated December 15, 2017; a Draft Environmental Impact Report

22 (“DEIR”), dated April 30, 2018; a Supplemental Draft Environmental Impact

23 Report (“SDEIR”), dated August 31, 2018; and a Final Environmental Impact

2 1 Report (“FEIR”), dated December 17, 2018. With respect to the Application,

2 ENF, DEIR, SDEIR, and FEIR, I am responsible, with other witnesses, for

3 analyzing and evaluating issues pertaining to all aspects of the project. My

4 primary focus has been on overall project approach. With other witnesses, I am

5 sponsoring the Application, ENF, DEIR, SDEIR, and FEIR.

6 Q. Were those materials prepared by you or under your supervision and

7 control?

8 A. Yes.

9 Q. Are there any revisions, updates, or corrections to those matters for which

10 you are responsible?

11 A. Not at this time.

12 Q. Does this conclude your testimony?

13 A. Yes.

SIGNED UNDER THE PAINS AND PENALTIES OF PERJURY THIS 1ST DAY OF

APRIL, 2019.

______Erich Stephens

3 Attachment 1 Erich Stephens April 2, 2019 Page 1 of 2

ERICH STEPHENS COMPANY

C DO, Vineyard Wind ▪ Vineyard Wind

Erich Stephens is a wind energy industry expert who has overseen EDUCATION numerous large-scale, complex offshore projects throughout the US, ▪ BS, Marine Ecology (Hons), Brown Europe, and Canada. Erich is Chief Development Officer (CDO) of Vineyard University, Providence, RI Wind and has been working in renewable energy for nearly 20 years. ▪ Program in Energy Finance, Erich served as Head of Development Operations at Bluewater Wind, Vermont Law School, South which was the first company in the US to win a PPA with a utility through Royalton, VT a competitive procurement process. Erich then served as CEO of ▪ Evolutionary Ecology OffshoreMW, a Blackstone Group offshore wind project development Coursework, UC Davis, Davis, CA c ompany, and the company that is now Vineyard Wind. KEY QUALIFICATIONS Erich led Blackstone's offshore wind development business in the UK, ▪ Offshore Wind Farms Netherlands, and Denmark. Erich was a founding partner of SolarWrights, ▪ Offshore Energy Efficiency which became the largest solar installer in New England, was the founding Executive Director of People’s Power & Light, Rhode Island’s ▪ Power Generation non-profit consumer energy organization, and he was a founder and first ▪ Utilities Director of New England’s leading “green” electricity program, ▪ Development Strategy G reenStart. ▪ Offshore Wind Farm Project Development ▪ Leadership EXP ERIENCE ▪ Marine Ecology CDO – Vineyard Wind, New Bedford, MA (2017-Present) ▪ Process Improvement Erich is responsible for the Vineyard Wind team’s development of the US’ ▪ Project Finance first large-scale offshore wind energy project. On the Vineyard Wind ▪ Project Development and project, he is leading the teams in Copenhagen and the US and is Implementation responsible for all aspects of project development. Erich is fully ▪ PPA Negotiations committed to the success of Vineyard Wind with office in New Bedford, and Boston, MA. AFFILIATIONS

CEO & Managing Director – OffshoreMW/SeaMW (2009-2017) ▪ Vineyard Wind Executive OffshoreMW is a Blackstone Group offshore wind development company. Committee, Member Erich led the acquisition of the lease area now held by Vineyard Wind and PUBLICATIONS the community partnership with Vineyard Power. He led the early stage project development for offshore wind projects on the US East Coast, UK, ▪ New England Green Electricity Netherlands, and Denmark for project portfolio companies of a leading US Bertness, M.D., S.D. Gaines, E.G. Stephens, P.O. Yund, 1992, private equity investment firm. Components of recruitment in populations of the acorn barnacle Head of Development Operations – Bluewater Wind (2006-2009) Semibalanus balanoides Bluewater Wind is the first company in the US to win a power purchase (Linnaeus): Journal of agreement (PPA) with a utility through a competitive procurement Experimental Marine Biology and process. This was the direct result of Mr. Stephen’s direction and Ecology, 156:199-215 management in developing the project plan, forming the team, bid strategy, and expertise in wind energy project development. Erich led ▪ Stephens, E. G., and M. D. Bertness, project development teams in site selection, developing, and pursuing 1991, Mussel facilitation of barnacle survival in a sheltered PPA opportunities, and permitting and leasing process on 4 offshore wind bay habitat: Journal of p rojects on the US East Coast. Experimental Marine Biology and Ecology, 145:33-48. Founding Executive Director – People’s Power & Light, Rhode Island (2002-2006) The People’s Power & Light is a non-profit consumer energy organization in the New England area. Erich was Founder and first Executive Director of an energy buyers’ co-operative which promoted renewable energy, energy affordability, and energy efficiency. Erich secured start-up funding, developed and successfully implemented the business plan for Rhode Island’s first “green” Erich Stephens | 1

Attachment 1 Erich Stephens April 2, 2019 Page 2 of 2 electricity retail product and heating oil buyers’ group, and provided technical assistance to businesses, municipalities, and universities pursuing on-site wind energy projects. He initiated and led the organization through a merger with a similar organization in Massachusetts, represented interests of renewable energy development and low-income residents at Public Utilities Commission and the General Assembly (state’s legislative body). Responsible for all operations and general management of the organization.

Green Electricity Program Manager – Energy Consumers Alliance of New England, Boston, MA Erich managed staff in two states in developing and managing New England’s most successful retail “green” electricity program:

▪ Negotiated off-take agreements with renewable energy (mostly wind) project developers. ▪ Managed operations, marketing, and sales; ensured regulatory compliance. ▪ Provided consulting to businesses, investors, and municipal utilities regarding opportunities and requirements relating to renewable energy.

Founding Partner – SolarWrights (2000-2002) SolarWrights is the largest solar installer in New England. Erich conceived and co-founded a residential design-build construction firm, with a sister company that designed and installed solar electric and solar hot water systems. He secured start-up capital and was responsible for project management, external relations, and back-office operations.

Project Development Leader – Endless Energy Corp., Providence, RI (1998-2000) Erich was the key point-of-contact person for a demonstration project to develop commercial-scale wind turbines located at end-user sites in Rhode Island and performed the following:

▪ Identified potential project sites, developed financial models, established agreements with site owners, and recommended policy changes to Public Utilities Commission needed to develop economic projects. ▪ Assisted with wind farm developments in Vermont and Maine, including researching/analyzing data needed for project finance models: meeting with local residents and officials to develop support for project, researching land ownership, meeting with local landowners.

Program Associate – Equity Trust, Voluntown, CT (1997-1998) Erich represented the revolving community economic development loan funds to potential investors, directed borrowers through the loan process, provided investor relations services, and was responsible for cash flow management.

Consulting Ecologist – Various US: CA, CT, PA, RI (1990-1997) Erich conducted habitat restoration, “green” real estate development planning, conservation easement monitoring, public use of protected-areas planning, preserve management, and prescribed burns on a consulting basis to The Nature Conservancy (CA, CT, PA, and RI), Ducks Unlimited (CA), and private real estate developers (CA).

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