The Poseidon Project securing downstate reliability, repowering Long Island

Poseidon Transmission LLC's Response to New York Power Authority's Request For proposals Inquiry No. Q13-5441LW

May 16, 2013

volume 1 Contents

Volume 1 8.1 Cover Letter 1-2 8.2 Executive Summary 5-9 8.3 Description of Project 11-23 8.4 Proposer Experience 25-33 8.5 Project Information 35-36 8.6 Disclosure Statements 37-38 8.7 Financial Capacity to Complete and Operate the Proposed Project 39-42 8.8 Environmental Benefits of Project 43-44 8.9 Proposed Resource(s) Development Plans and Schedule 45-71 8.10 Environmental Review 73-76 8.11 Pricing 77-80 8.12 Contract Exceptions 81 8.13 Halting Costs 83-84 8.14 Other Requirements 85 8.15 Compliance Statement 87 Volume 2 The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Poseidon Transmission LLC c/o Anbaric Transmission LLC 401 Edgewater Place, Suite 650 Wakefield, MA 01880

May 16, 2013

New York Power Authority 123 Main Street White Plains, New York 10601 Attn: Mr. Len Walker Manager of Special Projects BY OVERNIGHT COURIER Contact: 914-681-6627

Re: Inquiry No. Q13-5441LW

Dear Mr. Walker:

Pursuant to the instructions set forth in the New York Power Authority’s Inquiry No. Q13-5441LW, Contingency Procurement of Generation and Transmission, Request for Proposals dated April 3, 2013 (the “RFP”), on behalf of Poseidon Transmission LLC, I enclose five hard copy responses to the RFP (“Response”) and two CDs containing electronic versions of the Response. I have also caused a hard copy of the Response and one CD with an electronic version of the Response to be filed with the New York State Public Service Commission.

As set forth in greater detail in the Response, The Poseidon Project is a 500MW HVDC link between the PJM grid in New Jersey and the downstate New York grid in Long Island. The energy and capacity supplied by this underwater and underground cable will provide exceptional reliability benefits to southeastern New York, help make possible the Authority’s stated goal of enabling the Indian Point Energy Center to close, offers low-cost energy to Long Island’s ratepayers, increases wholesale competition in the electricity industry, and delivers a clean environmental profile, with no air emissions while facilitating the orderly retirement of older and less efficient, generation facilities on Long Island.

The Response is submitted by Poseidon Transmission LLC, a special purpose vehicle whose members are subsidiaries of two entities with vast experience in the electric power business: Anbaric Transmission LLC, which helped develop the Neptune and Hudson lines and Exelon Transmission Company LLC, a subsidiary of Exelon Corporation, one of the nation’s largest energy companies. Anbaric Poseidon LLC (a subsidiary of Anbaric Transmission LLC), is the lead member of the consortium and is the entity responsible for satisfying the Threshold Criteria.

1 2 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Copy to Jeffrey toJeffrey Copy Yuknis, ExelonCorporation Enclosures Anbaric PoseidonHoldingLLC Poseidon Transmission LLCand Manager Edward N. Krapels, Ph.D. yours, Sincerely Commission. [email protected] 781-683-0707oremailme at Pleasecallmeat questions. any ifyouhave theNew at todiscussingthisexciting projectwithyouandyourcolleagues I lookforward York Power Authority andthePublicService thereinissubjecttomarketmove priortoexecutingfinaldocumentation. forth customers throughaprojectsuchasPoseidon. couldbecompletedand thepricingset oftransactionsthat This proposalisindicative proposals. toNY canbemadeavailable inPJMthat andcapacity istheaccesstolowerpricedenergy thisproposalillustrates What to NYPA, NYPA meaningthat selectthetransmissionproposal, may proposalorbothproposals, thegeneration butneednotselectboth fromPJM. and capacity Separately, asshownintheenclosedtermsheet, Company, ExelonGeneration LLC, toNYPA isoffering energy proposalfor ageneration Operator, Inc. inthe Ruland Roadsubstation Town ofHuntington, LongIsland, theNew ZoneKby withintheareadesignated York IndependentSystem June1, onorbefore Date the PoseidonProjectcanachieveitsCommercialOperation 2016. the The pointofinterconnectionisat adequacy needs), intheComplianceFiling. asupdated intheResponseisfirmthroughDecember31,The pricingsetforth 2013and Needs not includedinthe2012Reliability identifiedresource solutionfor regulated asanalternative Assessment (butwasevaluated is andthat region thedownstate for capacity wouldprovideincreasedmarginal The PoseidonProjectisanewtransmissionlinethat fromthePoseidonProjectandonanalacartebasis andapart separate optionisbeingoffered This generation 8.1 Cover Letter The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

PROJECT OVERVIEW – THE POSEIDON PROJECT caused by the retirement of Indian Point while diversifying The Poseidon Project strengthens the reliability of the generation sources and enabling older, dirtier power plants downstate New York power grid by bringing 500MW of low- to close. As Long Island’s only link to America’s 500 kV bulk cost energy and capacity from the heart of PJM’s bulk power power grid, Poseidon reduces pricing volatility and increases grid to the core of Long Island’s T&D network. It’s a compelling security of supply – and hedges against commodity risk with project for downstate reliability and ratepayers as well as local PJM’s fuel diversity. businesses and the environment – offered by a seasoned development team and capable of being in-service by June 1, Poseidon’s development team includes many of those 2016. who brought the Neptune Regional Transmission System to Long Island six years ago, joined by Exelon’s enormous This system-to-system link replaces the 433 MWs of energy financial, managerial and technical capabilities. Our PJM that Long Island typically obtains from the Indian Point Energy interconnection work is now in the final stages (a Facilities Center. It anchors Long Island’s ratepayers to PJM’s lower- Study is underway), the interconnection costs in PJM are cost, high-efficiency energy portfolio via an underground modest, our survey and permitting work are well underway, and underwater cable modeled after the Neptune Regional and we have site control secure for one ideal location for the Transmission System. Poseidon’s proven HVDC technology New Jersey converter station and are days away from securing and converter stations mirror Neptune’s 98% availability rating site control for the New York converter station. Finally we are and offer downstate New Yorkers and Long Island ratepayers working with a world-class EPC contractor (ABB) whose Cross reliability unsurpassed by any other transmission or generation Sound Cable project has been providing reliable service to project now in the NYISO’s queue. The Poseidon Project Long Island since 2003, and who is committed to meet the also offers best-in-class environmental benefits, stimulating June 1, 2016 in-service date. retirement of older, dirtier power plants on Long Island while producing no air or water emissions, minimal ground or visual Poseidon is uniquely capable of advancing New York State’s impacts and accessing energy from PJM. Poseidon’s potent energy policy goals for Long Island, which include stabilizing economic benefits – increased competition, annual savings of electric rates to maintain economic competitiveness, tens of millions of dollars to ratepayers, a unique hedge against reforming the Long Island Power Authority, creating resiliency commodity price risk – will ripple through the downstate that enhances storm preparedness and transitioning to a region, helping stabilize rates and supporting business growth cleaner power generation fleet. Governor Cuomo has said, and job creation for decades to come. Finally, the state-of- “Getting the cost of power down is essential for the economic the art HVDC technology that Poseidon will employ will help competitiveness of Long Island.” Poseidon does just that. The southeastern New York’s grid become more resilient in face of project’s 500 MW of low-cost energy willsave ratepayers more extreme weather events. than $53 million annually, supporting business growth and securing a clean and reliable energy future for Long Island. Poseidon is a unique public policy “two-fer.” First, the 500MW of energy and capacity makes the potential closure of Indian The Poseidon Project’s major impacts on downstate New York Point a “non-issue” for Long Island, replacing entirely the 433 – strengthened reliability, stabilized rates, energy cost savings, MWs of energy that Indian Point supplied to Long Island during job creation, and substantial environmental benefits – make a typical 2012 day. Second, Poseidon makes the Long Island this a valuable infrastructure investment for Long Islanders and power grid more reliable and more competitive by meeting all downstate New Yorkers now and long into the 21st Century. Long Island’s increased locational capacity requirements

3 4 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 8.2 Executive summary The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.2 Executive Summary Executive Summary: Critically, Poseidon’s 500 MW of energy imports will replace The Poseidon Project will offer 500 MW of lower cost capacity the 433 MW of energy flows (2012 average net flows) from from PJM to New York State by June 1, 2016 through a Zones H (where Indian Point is located) and I, into Zone K controllable undersea HVDC transmission cable modeled after (where Poseidon will be located). Additionally Poseidon’s the highly successful, 660 MW Neptune Regional Transmission injection of 500 MW of capacity from PJM into Zone K will help System (“Neptune RTS”). This capacity bridge between PJM offset the capacity lost to the downstate region when Indian and the NYISO will help New York State resolve the reliability Point retires. contingency issues caused by a closure of the Indian Point Energy Center while providing environmental and reliability Poseidon’s 500 MW will also accomplish another goal integral benefits to the downstate region, boosting competition, to the closure of Indian Point: Poseidon will meet the vitally stabilizing prices, and helping close older, dirtier power plants important locational capacity requirement on Long Island that on Long Island. The PJM capacity delivered to New York by the will increase if Indian Point closes. The New York Poseidon Project will be provided at prices lower than building new generation or repowering existing units. Poseidon’s tie to PJM will provide access to lower cost energy while linking Long Island to a range of generation sources, which will create a unique long-term hedge against commodity price risk that only a system-to-system connection can offer. Because the team developing the Poseidon Project joins extraordinary financial strength with unrivaled development experience, New York ratepayers may be confident that the Project will be completed on time, on budget, with minimal risk to them, and with the benefits that we describe below.

INCREASED RELIABILITY: The Poseidon Project, a 500 MW HVDC injection of capacity and energy from central New Jersey into the heart of Long Island, offers a unique “two-fer” solution to the problems created by the retirement of Indian Point. The Poseidon Project is (1) a pivotal part of the solution to the downstate reliability problems caused by closing Indian Point and (2) provides the increased on-Island locational capacity that will be needed as a result of Indian Point’s retirement while stabilizing rates, increasing competition, promoting economic development, and protecting the environment on Long Island. No other project now in the NYISO queue offers this range of vital benefits.

5 6 The Poseidon Project Securing Downstate Reliability, Repowering Long Island the Poseidon Project is selected by September2013.the PoseidonProject isselectedby The schedule tomeettheJune1, assuming date 2016in-service The Project’s project teamhasdevelopedanintegrated is fundingtheequityshareof project’s development cost. expertise,investor withunrivalledindustry Exelon Corporation, legal, regulatory, beenengaged. technicalsupport have An environmental,been selected;andsupportingcontractorsfor Assessment; theequipmentvendorandEPCcontractorhave alongwithdevelopmentofanEnvironmental has beeninitiated both NYISOandPJM;theNYS Article process VII application final signatures. Theinterconnectionprocesshasadvancedin issignedandtheotherawaiting secured –oneagreement hasbeenvirtually thetwoconverterstations Site controlfor ofdevelopment.The PoseidonProjectisinanadvancedstage 1, 2016. by June tocompletetheProject obtain thefinancingnecessary permits, andmeetconstructiontimetables, establish and to securetheparcels, theirability demonstrated obtainthe completed projectslargerthanPoseidonandhave The membersofPoseidon’s developmentteamhave Ability toMeettheJune1,2016In-Service Da plants while enhancing reliability and lowering ratepayer costs. andloweringratepayer plants whileenhancingreliability the flexibilitytoretiresomeoftheseexpensive, pollutingpower decisionmakerswith wouldprovideState low-cost capacity factor ofover98%,expected availability anditsefficient, onLongIslandisover40yearsold.capacity Poseidon’s factors. Over1,500MW, aquarter, orroughly ofoperating outage highforced have ontheislandthat polluting generators theseamlessretirementofoutdated,enable inefficient, toLongIsland,By adding500MWofsupply Poseidonwill irrespective ofIndianPoint'sretirement. requirement, capacity used toreduceLongIsland'slocational closure. that caused by Alternatively, Poseidoncouldbe Long Island’s requirement capacity increasedlocational provides resourcesneededtocloseIndianPointandmeets to close. simultaneously projectthat Poseidonistheonly 8%wereIndianPoint requirementwouldincreaseby capacity LongIsland’s that Requirements studyindicated locational Council’s Reliability State 2013-2014InstalledCapacity te: and 8.9. inSections8.3 pointsaresetoutintables milestones andkey energy procuredviaPoseidon. energy toNew millions ofdollarsinannualsavings York for payers rate below LongIsland. tensof This spreadshowsthepotentialfor Deanshaspriced28% wholesaleelectricityat On average PJM’sat Deans500kVnodetopricesinNYISO’s ZoneK. comparingtheDay costs by lower energy prices Ahead energy the historical benefitsof 8demonstrates on page The table New York.to available costspotentially node withoneofthelowestenergy volatility, security, increased energy andaccesstoapricing withlong-term reducedprice provides ratepayers substation thePSEGDeans500kV point ofinterconnectioninPJMat rate.market andloweroverallheat selected The strategically additionalpricesecuritywithaccesstoPJM’soffers energy NYPA 30years. for capacity excellentvaluefor The Project Project, Section8.3). Poseidon’s proposedcontract offers costs (thesearediscussedindetailtheDescriptionof limitedsystemupgrade NYISO thusfarshowextraordinarily savings. Poseidon’s interconnectionstudiesinbothPJMand of LongIsland, thePoseidonProjectdelivers considerable theloadcenter at When comparedwithnewgeneration 2004.” since viatheCross-SoundCable importing lowercostenergy “LIPA by realized$269millioninsavings customershave prices.” Additionally, theLIPA ElectricResourcePlanstates touted hashelpedpushdown oftheNeptunecable “operation East New York” duringtheline’s firstyearofoperation, and betweenLongIslandand the decreaseinpricedifferences The NYISOheraldedNeptune “the mostsignificant cause”for in2007and2004,becoming operational respectively. since tensofmillionsdollarsannually ratepayers saved have success oftheNeptuneRTS andtheCrossSoundCable, which comparison ofhistoricalpricingdata. Poseidonbuildsonthe morethan$53millionannually,ratepayers basedona Poseidon’s 500MWoflow-cost, willsave energy reliable Low andSt able ElectricityCosts: 8.2 Executive summary The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

7 8 The Poseidon Project Securing Downstate Reliability, Repowering Long Island will vary slightlyfromthedifferencesbetweenaverage prices. will vary occur ~15%ofthetime, from DeanstoLI. itwouldnotbeeconomictoflowenergy Hence, the"Average LIPremium" *NOTE: "LI Premium toDeans"doesnotinclude LI. hourswhen Deanspricesareabove Duringthesehours, which This spreadbenefitshowsapotentialof$53millioninsavings toNew York ratepayersforenergy (VSS)andblackstartcapability.Voltage SupportService of cable. ABB’s providing designincludesreactivecapability 82miles coupledwithapproximately Light converterstations available, commercially transmission technology ABB’s HVDC risk. supply negligible The Projectemploysthemostadvanced with linkedtoasubstation transmissiontechnology and reliable proven, commercially The PoseidonProjectoffers cuttingedge Ideal nterconnectionPoints: The Poseidonroject–St asawhole. region downstate for LongIslandandthe mean importanteconomicbenefits investmentandindirecteconomiccontributionswill capital construction jobsduringtheProject’s buildphase. The initial Additionally, 400 approximately Poseidonwillcreate New and spurcompetitiveopportunitiesindownstate York. thanonLongIsland,efficiently savings willproviderealenergy inPJM,access toelectricitygenerated whichisproducedmore throughouttheregion.long-term economicgrowth Poseidon’s andspurmeaningful, businessclimate improve thedownstate economic center. Poseidon’s will savings annualratepayer New competitiveness ofdownstate York, theState’s mostvital iscriticaltomaintainingtheeconomic electricrates Stabilizing Economic DevelopentandJobCre Avg 2012 2011 2010 2009 2008 63.01 46.99 58.56 59.39 50.32 99.78 LI ($/MWh) a te oftheArt Technologyand 49.13 33.74 46.42 48.88 40.54 76.06 tion: Deans ($/ MWh) 14.33 13.50 12.65 11.21 10.24 24.05 Average LIPremium Average to Deans($/MWh) emissions, orviews, impactonlandscape withnegligible benign fromanenvironmentalviewpoint, with noairorwater exceptional environmentalbenefits. isthelineitself Notonly thePoseidonProjectwilloffer The electricitydeliveredby Environment PJM andnobetterinjectionpointonLongIsland. experience, pointin weknowofnobetterfeasiblewithdrawal in Huntington, New York. BasedontheProjectteam’s Brunswick, andtheRulandRoadsubstation NewJersey network, inSouth thePSEGDeanssubstation respectively andLongIsland’sgrid 138kV transmissionanddistribution theheart ofPJM’s areat points that 500kVbulkpower andinjection The PoseidonProjectconnectstowithdrawal robustinterconnectionpoints. electrically This Projectoffers to thePoseidonProject. relevant,thus bringsdirectly recent, andunrivalledexperience since2003,in operation Project, andthemorerecentBayonne Project,ABB wastheEPCcontractoronCrossSoundCable toHVDCClassicdesigns.relative capabilities, reactivepowersupport, andasmallerfootprint includeblackstart The benefitsofHVDCLighttechnology al ndCommunityBenefits: 53,656,164.53 53,164,019.50 46,848,205.00 40,454,181.50 37,497,982.00 90,316,434.67 Poseidon Energy Value ($/yr)

LI Premium(%) 28% 39% 26% 21% 24% 31% 8.2 Executive summary The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

but the line will also ease steps to close old, high-emitting Policy Considerations power plants on Long Island. The line will reduce local air and Poseidon Transmission has been developing this Project water emissions on Long Island and provide residents with for three years. Owing to the overwhelming success of the substantial net positive environmental benefits at a highly Neptune RTS line, the developers believe there is strong attractive price. The converter station near Ruland Road offers support for a second intertie between PJM and Long Island. attractive capital assets that will be part of the tax base for With net positive environmental impacts, great electrical local authorities for years to come. benefits, substantial economic development impacts, a small geographic footprint, and public support, the members of the The Poseidon Project Consortium: development team respectfully submit that development of The Poseidon Project is being developed by a consortium the Poseidon line would be a unique and compelling addition consisting of a nationally known independent transmission to New York State’s energy infrastructure. Poseidon helps company, which was one of the principal developers of resolve the downstate reliability issues triggered by retirement Neptune, linked with one of the nation’s largest energy of Indian Point while providing extraordinary energy, ratepayer, companies. economic development, and environmental benefits to Long Island. The Poseidon consortium is comprised of two companies: Anbaric Transmission and Exelon Transmission Company LLC (“Exelon Transmission”), a subsidiary of Exelon Corporation. Anbaric helped lead two of the largest independent transmission projects in US history, the 660 MW Neptune RTS project between Sayreville, NJ and Long Island, and the 660 MW Hudson Transmission project between Ridgefield, NJ and the West 49th St substation located in Manhattan. Exelon Corporation’s affiliates operate more than 6,400 miles of transmission lines and Exelon Transmission is developing a 420 mile, 765 kV line project linking Illinois, Indiana, and Ohio. Exelon Corporation, through a subsidiary, is investing in the Poseidon Project and with its $52 billion balance sheet, has more than sufficient financial strength to back Poseidon’s development.

9 10 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 8.3 Project Description The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.3 Description of Project The Poseidon Project incorporates and improves upon the best features of the Neptune RTS line to save ratepayers more than $53 million annually, according to a comparison of historical pricing data. Neptune has reliably provided approximately 20% of New York’s Zone K’s electricity for the past six years, saving ratepayers tens of millions of dollars annually and, according to the New York ISO’s Independent Market Advisor, “dramatically reduc[ing] congestion into Long Island and to a lesser extent, New York City.” The Cross-Sound Cable, another HVDC resource, has achieved similar benefits for Long Island ratepayers. The LIPA Electric Resource Plan states “LIPA customers have realized $269 million in savings by importing lower cost energy via the Cross-Sound Cable since 2004.” Below we describe the Poseidon Project’s interconnection profile, route and real estate requirements, state-of-the- art technology, construction team, and environmental and community impacts.

Interconnection Profile Poseidon Transmission proposes a controllable HVDC transmission facility transmitting 500 MW of capacity and energy from the PSEG Deans Substation 500 KV bus (Point of Withdrawal) to Zone K, specifically the Long Island Power Authority’s Ruland Road Substation 138 KV bus (Point of Injection). Poseidon has requested 525MW of Firm Transmission Withdrawal Rights (FTWRs) for energy and capacity from PJM at the Deans substation and 500 MW that can be used as Unforced Deliverability Rights (UDRs) from the NYISO. The combination of FWTRs from PJM and UDRs from NYISO provide a path for 500 MW of unforced capacity

11 12 The Poseidon Project Securing Downstate Reliability, Repowering Long Island facilities: areincludedintheattachments. substation Long IslandandNewJersey figureshowsaone-lineoftheproposed The following tobedeliveredtheheartofLongIsland’s energy and associated electricitygrid. boththe for Interconnectiononelinediagrams 8.3 Project Description The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Route and Real Estate Requirements Real Estate Requirements The estimated length of the transmission facility is 82 miles Poseidon Transmission has located two ideal properties for (48 miles underwater and 34 miles on land underground). The converter stations. In New Jersey, we have a signed option AC and DC electric cables associated with the transmission agreement for a parcel bordering on the Deans substation and facility will be buried along the entire 82 miles except in New York we have an all-but signed option agreement on a where the facilities surface at the converter station and the parcel less than one-half mile from the Ruland Road converter substation. The point of withdrawal is the PSEG Deans 500kV station. Each converter station with its surrounding buffer will substation in South Brunswick, New Jersey with the HVDC have a footprint of three to ten acres. We have also identified converter station located on immediately adjacent property. parcels for project-owned attachment facilities, and required service and storage buildings. Finally, we have identified Route Specifications numerous routes in New Jersey and New York, respectively The buried HVDC cable will exit the Deans substation buried in from the converter station to the Atlantic and from the Atlantic the existing PSEG 500kv transmission Right of Way and head to the converter station and begun negotiations with the easterly under the New Jersey Turnpike (I-95), and will follow governmental or quasi-governmental organizations with fee existing PSEG 500kV transmission Right of Way until reaching ownership of the routes to execute licenses or easements the town of Helmetta, where it meets an existing Conrail Right agreements to bury the cable in existing rights of way. of Way. Where the 500kv overhead transmission intersects the Conrail ROW, the cable will turn northwards, occupying a The route of the Poseidon transmission line is depicted on the portion of the Conrail ROW and heading north/northeast to the following page. Raritan River where it will enter the water and proceed easterly, buried under the Atlantic Ocean, until it makes landfall via Horizontal Directional Drilling in New York.

In New York, the cable will proceed north, buried under Jones Beach State Park, to the Wantagh Parkway. The cable will occupy a portion of the western parkway median and continue north to the Southern State Parkway where it will proceed due east in the parkway median to the Bethpage Sate Parkway where it will head north to the Bethpage State Park. Once within Bethpage State Park, the cable will proceed along the Long Island Power Authority’s 138 kV Overhead Right of Way through the park, several state and local roads to the intersection of Route 110. The cable will then proceed across Route 110 to Ruland Road where Poseidon’s converter station will be located approximately 2,500 feet from the LIPA Ruland Road 138 kV substation. This substation in Huntington, Long Island will be the point of injection in New York2.

2 Poseidon’s development team prefers the above route with its exceptional attributes and benefits. This route has the lowest environmental and local impacts, lowest impact on business and transportation and is the lowest cost alternative. Poseidon has also developed an alternative route in the event that NYPA would prefer another route, which would consist of similar existing rights of way and would also commit to using the existing, abandoned LIPA pole line from the Seaford Oyster Bay Expressway (Rt 135) southerly to the Jones Beach Causeway. The Poseidon development team would remediate this abandoned pole line which has been a blight on Long Island – and to the visitors of Jones Beach State Park – for many years. 13 14 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Poseidon Transmission Route     8.3 Project Description The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Poseidon Ruland Road Converter Station Property

Poseidon Deans Converter Station Site

15 16 The Poseidon Project Securing Downstate Reliability, Repowering Long Island voltage controlduringtherestoration.voltage powertransferand linking ConnecticutandLongIsland offered 2003 blackoutintheNortheastern U.S, theCrossSoundCable theblack-out. by isunaffected DC cable Duringthe August theotherendof theconverterat precondition isthat only network toprovidethefirstelectricityimportantloads. The idling “static” generator, readytobeconnecteda “black” itself fromthegrid. asan The convertercanthenoperate andfrequencyreferencedisconnect own internalvoltage switchovertoits HVDC Lightconvertercaninstantaneously needed. orblack-out, collapse Intheeventofavoltage the disruptions, andfrequencysupportaremuch whenvoltage intheeventofpower restoration HVDC Lightcanaidgrid Black StartCapability VAr Compensator. asaSVC, theHVDCLight®convertercanoperate way Static power thefullrangeofreactivecanbeutilized. Inthis zeroactive andat reactive powersarecontrolledindependently lowpower, very at operate orevenzeropower. The activeand Unlike HVDCClassicconverters, theHVDCLight convertercan reactivepower. withthenecessary Light cansupportthegrid collapse, isexposedtoanimminentvoltage the grid HVDC stability.include voltage conditionsoccurwhere Ifsuch grid also powertransferinthetransmissiongrid Limiting factorsfor levelintheconnected maintain adesiredvoltage AC network. reactivepowerthroughaorderorto generate power import. canbesetto theconverterstations Additionally controlledfromfullpowerexportto can becontinuously rangeoftheHVDCLightsystem.operating The activepower of boththeactiveandreactivepowerflowwithin independentcontrol allowsfully The HVDCLighttechnology Active andReactivePower thescalePoseidonoffers. at an efficient, flexible, technology, andreliability-supporting none Island’s otherDCor AC connectionstothemainlandhassuch region. totheDownstate Light technology JustoneofLong and controllability, security, ofHVDC andblack-startability The Poseidon Transmission linebringstheunrivalledefficiency St a te-Of-The-Art Technology converter station for security and rapid access. securityandrapid for converter station each systemarestoredat andthecable converter stations aresecured.larger utilityassetsitesthat the Sparepartsfor station, within arelocated andbothoftheconverterstations areusedtoencloseeachconverter A securityfenceandgates outsidethebuilding.reactor coolingenclosureareimmediately components. The AC interfaceyard, coolingfansandthephase building isusedtoenclosealargeportionoftheHVDCLight mode duringpowertransmission. A conventionalsteelframe inthesendingorreceiving tooperate arerated stations power. theauxiliary interface and13kVfor Bothconverter the requires138kVat Road converterstation AC transmission power, theauxiliary interface and13kVfor whiletheRuland the requires500kVkVat converter station AC transmission power.AC interfaceyardandback-upauxiliary The Deans the exceptfor identical betweenthetwoconverterstations cooling systemsandacontrolsystem. These componentsare kV DCfilteryard, powersystem, 480/240/120voltauxiliary Bipolar Gate Insulated Transistor “IGBT” valvegroups, ±200 yard, 200kV AC filteryard, air-core phasereactor, ±200kV consistofan The HVDCLightconverterstations AC interface automated. even partly or eithercarriedoutremotely maintenance freewithoperation testing time. virtually aredesignedtooperate The stations thefactory,in enclosuresat whichminimizesconstructionand and humanenvironment. Muchoftheequipmentisinstalled are compact, needlittlespaceandblendintothelocalnatural and unobtrusiveoperations. HVDCLightconverterstations foot print aswellsmall andefficiencytechnology reliability containsecond-to-none The HVDCLightconverterstations HVDC LightConverterStationsandCableDesign 8.3 Project Description The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Converter Station Typical Layout

The HVDC Light Cable The HVDC Light power cable is a polymer insulated, extruded cable, specifically adapted for direct current. It contains no insulating or cooling fluids and its strength and flexibility makes it well suited for severe installation conditions as an underground land and a submarine cable. The two HVDC Light power cables crossing under the Raritan River and outer New York Bay and Atlantic Ocean making land fall at Long Island’s Jones Beach will be laid bundled together to minimize the impact on the sea bottom. The cables are to be buried up to six feet into the sea floor to give protection against fishing gear and ship anchors. The jet-plow uses jets of water to fluidize bottom sediments, creating a narrow trench within which the cable system can be laid. The cables settle via gravity into the trenches then the fluidized sediments quickly settle around the cable after the plow has passed. The seabed bottom returns naturally to pre-construction contours.

17 18 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Ruland Road138/200kV Deans 500/200kV Voltage ratios power580MVARated Transformers Cooling system Water andglycol Valve typeCascaded Two level IGBT valves High Frequency~50MVAr AC filters Ruland Road138kV Deans 500kV AC systemvoltage(60Hz) DC current1310 A ±200kV DC voltage Poseidon MainDataRatedPower 500MW diagram showninthefigure below.diagram pointwithinthePQ inany canoperate Each converterstation Weight 13.3kg/m Outer diameter112mm Cross section2300mm2, Al Length 34miles Land section Weight 39.4kg/m Outer diameter117mm Cross section1800mm2, Cu Length 2x22miles 2nd subseasection Weight 35.9kg/m Outer diameter114mm Cross section1500mm2, Cu Length 2x26miles 1st subseasection HVDC Lightcables 8.3 Project Description The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Other Technology Options • ABB manufactured the recent Bayonne, NJ to Goethals, NY Poseidon’s development team has designed this Project to 345 kV AC cable from Bayonne, NJ to Brooklyn, NY. operate in one direction, from PJM to the NYISO. However, HVDC Light can transmit active power in either of two directions The demonstrated ability of ABB to complete work throughout with the same control setup and with the same main circuit the Tri-State area, one of the world’s most challenging civil and configuration. If NYPA would be interested in a bi-directional electricity construction regions, particularly in Long Island and line, the development team could modify Poseidon to meet New Jersey, was a key consideration in selecting them for this this objective. The interconnection point at the 500kV project. Deans substation makes this option more attractive than it would otherwise be. Additionally, if NYPA determines that Complementing this manufacturing and construction team are the additional technology optionality provided by HVDC light several industry leaders such as ESS, PowerGem, PSC HVDC consider are features that are not required, the Development Consulting, and the Dax Law Firm. Their experience is further team can configure the Project as an HVDC Classic line, and described in detail in section 8.9. obtain significant cost savings. Environmental Impacts Construction Team Poseidon features an exceptional environmental profile. The Poseidon Transmission has assembled a seasoned, skilled team cable itself emits zero air or water emissions, and will be buried of equipment vendors, general contractors, and other experts, underground along existing rights of way. The installation and many of whom have already worked together on the Neptune operation of the line are designed to protect environmental and Hudson Transmission projects. They have successfully quality and avoid impacts on neighboring communities. completed some of the most technically challenging and complex transmission projects in the United States on schedule Long-Term and on budget. As an on-island resource, Poseidon will help Long Island meet or reduce its locational reserve requirements while enabling Poseidon Transmission has selected ABB provide the the repowering or retirement of older, inefficient on-island components of the HVDC system and construct the Poseidon power plants on Long Island, a clean energy goal of the Energy Project under an Engineering, Procurement and Construction Highway Blueprint. By easing the retirement of these older (EPC) contract pursuant to which they will engage all less efficient plants, Poseidon will contribute to decreased air subcontractors. Unlike its competitors, ABB offers a totally emissions on Long Island and thus improve the health and integrated HVDC system: ABB not only engineers and well-being of those living in the immediate area of those older designs the system but designs its principal component and power plants. manufacturers it at ABB facilities. The unequalled range of services optimizes quality control at every level of the project Moreover, Poseidon will provide energy directly from PJM, and at every point in the development process. an area that is not widely dependent on oil-fired combustion turbines and has access to major natural gas hubs. As ABB is a world-wide technology provider in a several key such, Poseidon will contribute to reduced air pollution and industries, including energy. Its Power Transmission and greenhouse gas emissions regionally. As the graph on the Distribution division has significant experience on similar following page demonstrates, the energy provided from PJM projects in downstate New York: currently has an implied heat rate 20% lower than energy • ABB manufactured the high voltage conversion system for the Cross Sound Cable from New Haven, Connecticut to Shoreham, Long Island; and

19 20 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Poseidon’s systemwillbeburiedalongtheentireroute in cable when webegandevelopment. result inanenvironmentashealthy astheoneweencountered will andprotection efforts ourmitigation that we anticipate our experiencewiththeNeptuneandHudsonHVDCprojects, oftheProject.during constructionand/oroperation Based on affected toidentifyeachspeciesandecosystemdirectly effort the Projectcrossessensitiveecosystemsandwillmakeevery Poseidon Transmission route of theanticipated that isaware during constructiontominimizetheimpactfromProject. willbeimplemented of awiderangeconditionsthat rigorous environmentalimpactassessmentsanddesignation Project. The environmentalconsentprocesswillinvolve hadoversightontheNeptuneRTS that agencies regulatory oftheProject, constructionandoperation for fromthesame environmentalapprovals process ofsecuringallnecessary Regional Transmission System. The Project Team isinthe theNeptune aswereemployedfor similar methodologies soundmanner,will beinstalledinanenvironmentally using short-term, andtemporary. The Projectisdesignedand tobeminimal, areanticipated building itsconverterstations Environmental impactsfrominstallingPoseidon’s and cable Short Term closure. resource adequacysolutionintheeventofIndianPoint’s while alsoprovidingamuchneeded sourceofenergy cheaper compared toZoneK. thissignificantly Poseidonwouldtap as theDeanslocation at betweenenergy pricing difference themajor alsoillustrates page onthefollowing The table 2017: providedby based onsystemdata Ventyx, in weestimate versus Longlsland. Through productioncostmodelestimates inPJM 2,670 lessBTUsrequiredtoproduceonemegawatt onLongIsland.generated amountsto The 20%difference • Over5%reductioninCO2. • Over10%reductioninNOxand, LMPs, • Overa$1reductioninaverage • About a2%reductioninLongIslandproductioncosts, Neptune cable hashelpedpushdownprices.”Neptune cable the line’s firstyearofoperation, andtouted ofthe “operation betweenLongIslandandEastNew differences York” during Neptune “the most significantcause”for thedecreaseinprice in2007.since becomingoperational The NYISOheralded Power Authority customerstensofmillionsdollarsannually Transmission System(RTS), LongIsland whichhassaved Poseidon buildsonthesuccessofNeptuneRegional morethan$53million annually. ratepayers save 25-30% lowerthanonLongIsland. As aresult, Poseidoncould from 2008to2012, were theDeansubstation pricesat energy one ofthebestpricingpointsinPJM. Basedonhistoricaldata lowerthanNew priceshistorically access energy York andat chosenlocation,a strategically theDean500kVsubstation, will region,Interconnecting LongIslandtoadiverseenergy PJM, at Ratepayer Savings operation. to minimizecommunityimpactsduringconstructionand revenues tolocalities. designed The projectismeticulously upgrades,grid economicdevelopmentandjobcreation, and York, savings, includingratepayer increasedresiliencyand for New The PoseidonProjectwilldeliverimportantbenefits Community Imp Project. a building, minimizestheenvironmentalimpact ofthePoseidon needed, areenclosedin theHVDCconverterstations andthat is clearancefromtheHVDCcables no electricormagnetic installation.to theseabedduringcable Finally, thefactthat no environmentalimpacts, disruption otherthanthetemporary existing NeptuneRTS systemroute, cable had acoursethat ROWs. routeparallelsthe The submarinesegmentofthecable existingandpreviously-disturbed landroutefollows The cable system. ofthetransmissioncable wetlands duringinstallation and toprotectcriticalhabitat utilized whenevernecessary along theentireroute. Horizontaldirectionaldrillingwillbe viewsheds with overheadtransmissionlinesandwillpreserve land, thevisualimpactassociated willavoid the cables burying order tominimizepost-constructionimpactsfromthecable. On acts 8.3 Project Description The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

2012 Monthly Day-Ahead LMP (7x24) Month Deans 500 Zone K Delta Jan-12 35.41 48.54 13.13 Feb-12 30.69 34.87 4.18 Mar-12 27.15 30.22 3.06 Apr-12 26.27 29.17 2.90 May-12 28.89 34.72 5.84 Jun-12 34.15 49.19 15.05 Jul-12 43.86 93.39 49.54 Aug-12 34.74 54.36 19.61 Sep-12 33.05 41.70 8.66 Oct-12 34.97 45.43 10.46 Nov-12 42.16 52.85 10.69 Dec-12 33.58 49.54 15.96 Average 33.74 47.00 13.26 21 22 The Poseidon Project Securing Downstate Reliability, Repowering Long Island addition to high-energy costs,addition tohigh-energy some LongIslandresidentspay canbeusedtosupportcriticalgovernment services.that In localcommunities newtaxrevenuefor Poseidon willgenerate Revenue toLocalities asawhole. region Island andthedownstate for Long contributions willmeanimportanteconomicbenefits phase. investmentandindirecteconomic The initialcapital construction jobsduringtheproject’s 16-monthbuild Additionally, 400 approximately Poseidon willcreate region. spur meaningful, throughoutthe long-termeconomicgrowth and businessclimate $53 millionwillimprovethedownstate economic center. Poseidon’s ofupto savings annualratepayer New competitiveness ofdownstate York, theState’s mostvital is criticaltomaintainingtheeconomic electricrates Stabilizing Economic DevelopmentandJobCreation into New York City.” reduced congestionintoLongIsland,” and “reduced congestion factorandaccording totheNYISO,availability has “dramatically grid.benefits theoverall Neptunehasachieveda98.5% The NeptuneRTS howthistypeofproject hasdemonstrated grid. andefficientenergy in anevenmorereliable Blueprint–resulting Highway goaloftheEnergy clean energy or retireofolder, unitsonLongIsland–a inefficientgenerating torepower This newon-islandresourcecanalsobeleveraged event ofIPEC’s closure. inthe requirementsandmaintainreliability NYISO reliability As anin-islandresource, PoseidonwillhelpmeetLongIsland’s enhances theregion’s stormpreparedness. rating,availability directly that providingunrivaledreliability IPEC onatypical2012day. a98% at The linewilloperate LongIslandobtainedfrom that the entire433MWofsupply Poseidon’s 500MWoflow-cost, willreplace energy reliable grid. energy theDownstate resiliencyfor Poseidon willcreate Increased Resiliency andGridUpgrades the design, andthemanufacturing the choice ofmaterial astronginfluencein have Environmental considerations emissions. or water orunderwater,existing rightsofway zero air andwillgenerate along itselfwillbeburiedunderground The Poseidoncable neighborhood. reflect localcharacterandresembleotherbuildingsinthe canbedesignedto areenclosed inabuildingthat stations a powerplantofsimilarvoltage.required for The converter visible tothecommunity,feature isafractionofthefootprint The visualprofileoftheconverterstations, whicharethe only impactlocaltraffic.fuel deliveriesthat no emissions, virtually project willhave notallstacks, andno lessthanthoseofaconventionalpowerplant.magnitudes The nominal communityimpacts, willhave technology ordersof When operational, Poseidon’s HVDCLight state-of-the-art Impacts DuringOperation businesses. indirect impactofconstructiononcommunityresidentsand addition, chosentoreducethe areaswillbecarefully laydown impactontrafficpatterns. any be developedtomitigate In For example, workschedulesandequipment deliveries will project’s impactonsurroundingcommunities. minimizesthe inamannerthat scheduled andprogressed community impactintheproject’s EM&CP. All workwillbe Poseidon’s low-impactconstructionprocesswilladdress maintenance ofnewon-Islandgeneration. low-impact, totheconstructionand alternative cost-effective makePoseidonanespecially region define thedownstate communitiesthat populated The highdensityandheavily Impacts DuringtheConstructionProcess andlocalgovernments.to ratepayers tax revenuefromthisprojectwillresultinmeaningfulbenefits of thehighestpropertytaxesinnation. The additionofnew 8.3 Project Description The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

processes for this project. Metals and insulation materials are used in a way that is easy to recycle. To avoid tall steel supporting structures, to facilitate maintenance and to improve personal safety, converter reactors and DC yard equipment are mounted directly on low foundations and supports, and kept within a simple warehouse-style building with lockable gates and doors. The building itself will keep high frequency emissions and acoustic noise low and protect the equipment from adverse weather.

23 24 The Poseidon Project Securing Downstate Reliability, Repowering Long Island The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.4 Proposer Experience

8.4 PROPOSER EXPERIENCE in the summer of 2007, ahead of schedule and within The developers of the Poseidon Project are a consortium budget. consisting of a subsidiary of Anbaric Transmission LLC, a seasoned developer of two HVDC transmission lines, joined Neptune has achieved a 98% availability factor, providing with a transmission subsidiary of Exelon Corporation, one of capacity and energy in a more flexible and reliable manner the nation’s largest and most experienced electrical utilities. than new generating facilities, whatever their fuel source, This team’s unsurpassed experience offers New York State on Long Island. It saves Long Island ratepayers tens decision-makers assurance that the Poseidon Project will be of millions of dollars annually, increases capacity and built on-time, on-budget, and with the benefits identified in this diversifies electricity sources without the local impacts Response. associated with new power generation.

Business History The Hudson Transmission Project Anbaric (www.anbarictransmission.com) (http://hudsonproject.com) Anbaric has helped develop two major transmission lines Anbaric’s principal, Mr. Krapels, was also a founder of from New Jersey to New York State: the first to Long Island, Hudson Transmission Partners, LLC, the developer of the completed in 2007, and the second to Manhattan, currently in Hudson Transmission Project. The Hudson Project is a start-up testing with commercial operation expected by June 660 MW electric transmission link between New York City 2013. Anbaric is privately owned and, as described below, it or and PJM Interconnection, with construction completed its principal, Edward N. Krapels, has been in the transmission and start up testing currently underway with a June development business since 1999. 2013 targeted commercial operation date. Hudson was designed to provide a new source of electric power for the The Neptune Project New York City customers of the New York Power Authority (www.neptunerts.com) (NYPA) but it will also provide New York City with access to Anbaric’s principal, Mr. Krapels, was a founder of Atlantic renewable resources throughout PJM and include major Energy Partners, the developer of the Neptune Regional upgrades to the bulk power transmission system in New Transmission System. Mr. Krapels and the Atlantic Energy Jersey. Partners team developed the Neptune Project: a 660-MW (500 kV) high-voltage, direct current (HVDC) submarine The Hudson line follows existing railroad rights-of-way, electric transmission cable that connects power generation through an inactive railroad tunnel to the edge of the resources in the PJM system to electricity consumers on Hudson River in Edgewater, NJ. It is buried beneath the Long Island. The cable extends 65 miles from the First Hudson for approximately three miles to a landfall point Energy substation in Sayreville, New Jersey to the Long near Pier 92 in Manhattan. The final half-mile of cable is Island Power Authority’s Newbridge Road substation in routed beneath the West Side Highway and into the ConEd Nassau County, New York. This project was completed W. 49th Street Substation.

25 26 The Poseidon Project Securing Downstate Reliability, Repowering Long Island was incorporated in1907. was incorporated namedCommonwealthEdison Company,corporation which into theoriginal merger ofCosmopolitanElectric Company ofIllinoisin1913as aresultofthe organized intheState northern Illinois, includingtheCityofChicago. ComEdwas toretailcustomersin transmission anddistributionservices retailsaleofelectricityandtheprovision and regulated ComEd’s businessconsistsofthepurchase delivery energy ComEd ComEdandPECO. businessesat delivery energy and othercompetitivebusinessesfromitsregulated generation 1, January effective 2001, its inwhichExelonseparated restructuring, asaresultofcorporate began operations company.2000 asaPennsylvanialimitedliability Generation York, ERCOTandOtherregions. in wasformed Generation consisting oftheMid-Atlantic, Midwest, NewEngland, New production activities. segments hassixreportable Generation services,management and gas exploration andnatural and services, products, energy includingrenewable risk gasproducts ofelectricandnatural retail customersupply andcompetitive marketingoperations wholesale energy facing activities. These customer-facing activitiesinclude aremarketed throughitsleadingcustomer- that generation facilitiesandinvestmentsin contracted electricgenerating Generation’s businessconsistsofitsownedand integrated Generation (“BGE”), businessesdiscussedbelow. delivery intheenergy (“PECO”) andBaltimoreGasElectric Company Energy principal subsidiariesCommonwealthEdison(“ComEd”), PECO Generation, business, generation intheenergy andthroughits engaged,company throughitsprincipalsubsidiary, Exelon 1999,Pennsylvania inFebruary holding isautilityservices delivery.transmission andenergy Exelon, in incorporated generation,of companiesincludesenergy powermarketing, the Utilities: list. GasandElectricindustry Exelon'sfamily and ranked#129onthe2013FORTUNE 500listand#1on companies withmorethan$23.5billioninannualrevenues, largestenergy isoneofthenation's Exelon Corporation Exelon (http://www.exeloncorp.com/) benefits that Poseidon is modeled to incorporate andimprove Poseidonismodeledtoincorporate benefits that RTS. 28highlightssomeofNeptune's onpage The graphic We firstdescribetheprojectnowinoperation, theNeptune lines. extensive experienceindevelopingandfinancingtransmission Anbaric, itsprincipal, Mr. Krapels, andthe Anbaric teamhave Anbaric occur. inevitably the surprisesthat leastsomeof alreadyfacedat have issues ahead–andmay their teamunderstandthedifficult, nuanced, andchallenging theProject’s that relevant experienceindicates developersand New to downstate York. This successful, recent, anddirectly urbanareasoftheUSsimilar populated facilities indensely thousandsofmilestransmission constructed andoperated thoselines.for Exelon–theotherconsortiummemberhas to Poseidon, andselectedtheEPCcontractors andoperators similar financed twoHVDCtransmissionlinessubstantially Anbaric –oneconsortiummemberhasdevelopedand Electric TransmissionF Developing, financinconstructinndoper central Maryland, includingtheCityofBaltimore. toretailcustomersin provision ofgasdistributionservices gasandthe retailsaleofnatural the purchaseandregulated central Maryland, includingtheCityofBaltimore, aswell toretailcustomersin transmission anddistributionservices retailsaleofelectricityandtheprovision and regulated BGE’s businessconsistsofthepurchase delivery energy BGE Philadelphia. inPennsylvania1929. PECOwasincorporated customers inthePennsylvaniacountiessurroundingCityof toretail gas andtheprovisionofdistributionservices retailsaleofnatural as wellthepurchaseandregulated southeastern Pennsylvania, includingtheCityofPhiladelphia, toretailcustomersin transmission anddistributionservices retailsaleofelectricityandtheprovision and regulated PECO’s businessconsistsofthepurchase delivery energy PECO acilities ting of 8.4 Proposer experience The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

upon. We then portray the Hudson Transmission Project, which Anbaric and its partners in Hudson have secured the is currently undergoing start-up testing, as well as one other financing, completed permitting, obtained the regulatory project in advanced stages of development. approvals, completed construction and as of the date of this proposal, are performing start-up testing for the 660 The Neptune Project MW Hudson line. Commercial operation is expected by In 1999, Anbaric’s principal, Mr. Krapels, as a founding June 2013. In addition to Neptune and Hudson, Anbaric is member of Atlantic Energy Partners LLC, began developing a third project, the Grand Isle Intertie, running development of the Neptune Project, a 65-mile HVDC between upstate New York and Vermont. transmission line from Sayreville, New Jersey to the Newbridge Road substation in Nassau County, New York. The Grand Isle Intertie The Neptune Project began commercial operations in June The Grand Isle Intertie will consist of a 230kV, 400 MW, 2007, and was completed ahead of schedule and within PAR controlled, AC transmission line originating from budget. It operates at almost a 98% efficiency rating -- a the New York Power Authority’s Plattsburgh substation degree of operational efficiency obtained by only the most in Plattsburgh, NY and terminating in Vermont at a new efficient transmission lines. VELCO “Champlain substation” in Essex, VT. The Grand Isle Intertie’s preliminary route is approximately 34 miles, Financing for Neptune was provided by a consortium of with a submarine cable crossing Lake Champlain. private equity firms, as well as lenders such as the John Hancock Insurance Company. Neptune was funded The Grand Isle Intertie was initially conceived and co- through non-recourse project financing. developed as a joint effort between Anbaric and VELCO, as a project with both reliability and economic benefits. Anbaric’s engineering, procurement, and construction It has evolved into a merchant transmission line that (EPC) collaborators in Neptune provided the engineering, will be supported by contracting with customers for its procurement, and construction services for manufacturing Transmission Scheduling Rights capable of delivering and installation of the cable and construction of the energy, RECs, and capacity to New England. The Grand converter stations and installation of station components. Isle Intertie will further economic development in northern ABB, a similarly qualified and seasoned EPC contractor NY by providing a transmission path to the New England with recent, relevant experience in New York and New markets for constrained NY generation resources. Jersey, will serve as the EPC contractor for Poseidon. The Grand Isle Intertie recently undertook an Open The Hudson Transmission Project Solicitation for potential customers, under the guidelines of Mr. Krapels, Anbaric, and the two other partners in the recent FERC Final Policy Statement on the "Allocation the Hudson development team conceived the Hudson of Capacity on New Merchant Transmission Projects Transmission Project in response to an RFP issued by the and New Cost-Based, Participant-Funded Transmission New York Power Authority (NYPA) in the spring of 2005 for Projects and on Priority Right to New Participant Funded 500MW of electric power capacity for NYPA customers Transmission" (Docket Nos. AD 12-9-00 and AD 11- in New York City. Hudson’s developers proposed a 11-00 dated January 17, 2013), and is currently in minimum of 500 MW of firm transmission capacity via an negotiations with a number of parties for the sale of its underground and underwater line from Ridgefield, New Transmission Scheduling Rights. Jersey to the West 49th Street substation in midtown Manhattan. NYPA selected the Hudson Transmission Project proposal.

27 28 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 8.4 Proposer experience The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Additionally, Anbaric has a number of other projects in transmission projects. An Anbaric affiliate is a member of the early-to-mid stage development. NYISO. Additionally, if this proposal is selected by NYPA, the development entity will become a member of the NYISO. Exelon Exelon affiliates have planned, constructed, maintained and Exelon & the NYISO operated transmission for decades. The thousands of miles of Exelon Generation Company, LLC is a direct NYISO market transmission assets Exelon affiliates own are summarized in participant. Exelon, with its partner Electricite de France, owns Table 2. Constellation Energy Nuclear Group, LLC, which owns and Table 2: Miles of Transmission Planned, Constructed, operates three nuclear power plants within the NYISO: Ginna, Maintained and Operated by Exelon as of 2012 Nine Mile Point 1 and Nine Mile Point 2. As a generation owner, Exelon is experienced with meeting North American Mileage by Exelon Subsidiary Electric Reliability Corporation (NERC) and NYISO requirements. kV Class BGE ComEd PECO Because the Poseidon Project involves PJM, an adjacent RTO/ 765 - 90 - ISO, we describe our familiarity and experience with PJM on 500 217 - 188 the following page. 345 - 2642 - 230 321 - 548 Anbaric & PJM Anbaric and its development team have been working with 138 - 2804 156 PJM for over ten years and are familiar with its staff, tariff, 115 749 - - regulations, operations, committee structure, decision-making, ways of doing business, and corporate culture. The Anbaric Exelon/ComEd Transmission Projects In Development team has developed two projects within the PJM service area RITE Line and is familiar with its regulations governing the development Exelon is developing, in conjunction with AEP, a $1.6 billion, of generation and transmission projects. An Anbaric affiliate 765-kV project connecting northern Illinois to Eastern PJM. is a member of PJM. Additionally, if this proposal is selected by The extension of the 765-kV “energy highway” into Illinois NYPA, the development entity will become a member of PJM. is instrumental to the development of wind energy in the Midwest. Exelon & PJM Exelon Corporation, through its subsidiaries, is a member of Familiarity and experience with NYISO requirements, PJM. BGE, PECO and ComEd, Exelon Corporation subsidiaries, Membership Status with the NYISO are transmission owners in PJM. Additionally, Exelon Both entities involved in Poseidon Transmission are deeply Generation controls thousands of MWs in PJM. familiar with the NYISO. Environmental permitting experience Anbaric & the NYISO Anbaric successfully completed the environmental permitting Since 2003, Anbaric has been working with the NYISO and is process for the Neptune and Hudson Transmission Projects familiar with its staff, tariff, regulations, operations, committee described previously in this section. This work included all structure, decision-making, ways of doing business, and Federal, State and Local permits for both New York and corporate culture. The Anbaric team has developed two New Jersey. projects within the NYISO service area and is familiar with its regulations governing the development of generation and

29 30 The Poseidon Project Securing Downstate Reliability, Repowering Long Island under construction, andseveralmajornewprojectsdesigned is that anddowntown Manhattan project betweenNewJersey Hudson Project(www.HudsonProject.com), an$800+million still ownsinpart. partnerofthe Anbaric wasalsoafounding that Anbaric anditsteamofpartnersdeveloped Anbaric NeptuneRTS.com), andLongIsland alinebetweenNewJersey $660 millionNeptuneRegional Transmission System(www. Employees’ RetirementSystemacquiredamajoritystakein the and Manhattan. deal, Inasignature Public theCalifornia cost powerintodenseurbanareas, includingLongIsland in independenttransmissionprojectsbuilttobringlower the NeptuneandHudsontransmissionlines–$1.5billion partnerinthedevelopmentof Anbaric hasbeenafounding electricitytransmissiondevelopmentbusiness.in thegrowing Anbaric (www.AnbaricTransmission.com) hasbecomealeader Edward N. andhisassociates. Krapels aseriesofprojectsbeingdevelopedby in 2007tomanage of anewentity, Anbaric HoldingLLC, whichwasfounded com). wasdiscontinuedin2006favor Services ESAIEnergy consultingfirmESAI(www.ESAI. ofenergy Inc.; anoffshoot Services, beganin1999asESAIEnergy LLC anditsaffiliates The businessactivitiesnowundertakenby Anbaric Holding, Anbaric Project managementteam all otherfederalenvironmentalrequirements. Fisheries Service, Fish& theUnitedStates Wildlife Service, and Agency, the CorpsofEngineers,Army Marine National Clean Water Act, EnvironmentalProtection UnitedStates EnvironmentalPolicy under theNational Act, Clean Air Act, obtainpermitsrequired to personnelrequiredsuccessfully hastheknowledge,Exelon Corporation experienceandaccess environmental requirements. Pertainingtofederalregulation, Coastal ZoneManagement Act, andallotherNew York State EnvironmentalQualityReview State Act, Clean Water Act, obtainpermitsrequiredunderNew to successfully York’s knowledge, experienceandaccesstopersonnelrequired withtransmissiondevelopment.associated Exelonhasthe has thetrackrecordtocompleteenvironmentalpermitting Given Exelon’s assetsinNew York andthemid-Atlantic, Exelon and Wisconsin. Dakota, SouthDakota, Iowa, Indiana, Ohio, Illinois, Minnesota transmission optionsinthestudyarea, whichincludesNorth new for development andproviderecommendations energy needed intheUpperMidwesttosupportrenewable tobetterunderstandthetransmission efforts industry Area Transmission Study(SMART) study, Exelonissupporting Exelon Transmission Midwest isaco-sponsoroftheStrategic Midwest windresourcestothegrid. connecting standards(“RPS”)by portfolio meet theirrenewable border betweenIndianaandOhio. The newlinewillhelpstates AEP, linesfrom Illinoistothe 420milesofextrahigh-voltage Exelon Transmission is co-developing the RITELineProject with the UnitedStates. electrictransmissionin ofreliable to buildthenextgeneration developers, developers, renewable andotherswho regulators transmission lines. ETCwillpartnerwithutilities, transmission new marketfor nation-wide onthegrowing seeks tocapitalize Formed inOctober2009, Exelon Transmission Company Exelon ofindependentmicro-grids.development ofthefirstgeneration (www.AnbaricMicrogrid.com) pursuingthe andisactively project developmentcompany amicrogrid has initiated Microgrids.and developingthecontrolsoftwarefor Anbaric programs tooptimizingdemand-sidemanagement dedicated ViridityEnergy.com), oneoftheleadingnewcompanies industry. In2009, itco-founded (www.Viridity Energy inthepromisingMicrogrid innovations responsible for initiatives. renewables German offshore Anbaric isalso intheburgeoning investors anopportunitytoparticipate Transmission InvestmentCorp., GmbH)inordertoprovide In 2012, Anbaric launchedGOTIC(theGermanOffshore (www.HudsonProject.com). powerintourbanmarkets to bringrenewable 8.4 Proposer experience The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Each of these recent projects was completed on or before its Existing electric transmission facilities owned and/or targeted in-service date – vitally important experience given operated by Proposer the tight deadline for the Poseidon Project’s commercial Each of the entities supporting development of the Poseidon operation date of June 1, 2016. line owns and/or operates substantial transmission facilities.

Baltimore Gas and Electric Company Anbaric Name of the Transmission Project: As described above, Anbaric and its principal, Mr. Krapels, High Ridge 230 kV Breaker and a Half Substation own interests in the Neptune Regional Transmission System • Project Location (PJM / Outside PJM): LLC, the owner and operator of the 660MW Neptune line. PJM The Neptune line has reported no major interruptions or other • Description of the Project: Rebuild an existing 230 kV operational, environmental, or financial problems. switching substation into a breaker and a half gas-insulated substation. Connect seven 230KV existing lines and four Also as described above, Mr. Krapels is a partner of and has an existing 230/115kV transformers into the new station. ownership interest in the entity, Hudson Transmission Partners, • Year in which the Project was planned: 2007 LLC, which completed the 660MW Hudson Transmission • Construction Period: 2010 - 2012 Project. • Targeted In-Service Date: June 2012 • Actual In-Service Date: June 2012 Other than its partner in the Neptune and Hudson • Number of Years in Operation:1 Transmission Projects, Anbaric is unaware of any other independent transmission developer with more than 1300MW Name of the Transmission Project: of transmission projects completed or on the verge of Northwest II - Two 230 kV Ring Substations commencing construction. • Project Location (PJM / Outside PJM): PJM Exelon • Description of the Project: Construct two 230 kV ring Exelon has experience in transmission investment. It owns, substations and added two 500 MVA 230/115 kV operates and maintains approximately 7,000 miles of transformers. Construct a new 115kV breaker and a transmission lines, including 90 miles of high-voltage 765 kV half substation to accommodate the new transformers. lines. Exelon is also one of the largest competitive U.S. power Reconfigure several existing transmission circuits. generators, with approximately 35,000 megawatts of owned • Year in which the Project was planned:2007 capacity comprising one of the nation’s cleanest and lowest- • Construction Period: 2010 - 2012 cost power generation fleets. With recent acquisitions in the • Targeted In-Service Date: June 2012 renewable space, Exelon possess approximately 3,500MW of • Actual In-Service Date: June 2012 renewable generating resources. • Number of Years in Operation: 1 Exelon, through its ComEd, PECO and BGE subsidiaries, has Name of the Transmission Project: invested more than $1.4 billion in its high-voltage transmission Conastone Transformer Replacement Project system since 2003. Below are brief sketches of some of • Project Location (PJM / Outside PJM): PJM Exelon’s more recent transmission projects. • Description of the Project: Replace both Conastone 500/230 kV transformer banks with larger transformers, and reconfigure both the 500kV and 230kV yards. • Year in which the Project was planned: 2005

31 32 The Poseidon Project Securing Downstate Reliability, Repowering Long Island • DescriptionoftheProject: Installa345kV, 5CBGISring (PJM/OutsidePJM):• ProjectLocation PJM West LoopPhaseII(Fisk-Crawford) Name ofthe Transmission Project: • Numberof Years inOperation: 5 • Date:Actual In-Service April 2008 • Targeted Date: In-Service June2008 • ConstructionPeriod: 2006-2008 • Year inwhichtheProjectwasplanned: 2004 • DescriptionoftheProject: Installa345kV, 4CircuitBreaker (PJM/OutsidePJM):• ProjectLocation PJM • Numberof Years inOperation: 1 • Date:Actual In-Service June2012 • Targeted Date: In-Service June2012 • ConstructionPeriod: 2010-2012 • Year inwhichtheProjectwasplanned: 2008 • DescriptionoftheProject: Replacethe Waugh Chapel (PJM/OutsidePJM):• ProjectLocation PJM Waugh 500-230kVPhase1 Chapel Name ofthe Transmission Project: • Numberof Years inOperation: 5 • Date:Actual In-Service June2009 • Targeted Date: In-Service June2009 • ConstructionPeriod: 2007-2009 West Loop345kV Name ofthe Transmission Project: Commonwealth EdisonCompany the FiskSubstation mile 345kVtransmissionline from the Taylor to Substation totheFisksubstation, Substation the Crawford anda2.0 autotransformers, a4.7mile 345kVtransmissionlinefrom withtwo345kV/138 theFisk Substation bus at transmission linefrom Taylor to West Loop to line fromCrawford West Loop, anda3.0mile345kV 138 kVautotransformers, a9.7mile345kVtransmission GIS ringbusat West withtwo345kV/ Loopsubstation andreconfigurethe500kVyard transformers 500/230 kV Transformer #1withthreesinglephase • Targeted Date: In-Service June2010 • ConstructionPeriod: 2009-2010 • Year inwhichtheProjectwas planned: 2007 • DescriptionoftheProject: Replacetheexistingconductor (PJM/OutsidePJM):• ProjectLocation Whitpain –North Wales ReconductoringProject Name ofthe Transmission Project: • Numberof Years inOperation: 2 • Date:Actual In-Service June2011 • Targeted Date: In-Service June2011 • ConstructionPeriod: 2008-2011 • Year inwhichtheProjectwasplanned: 2006 • DescriptionoftheProject: DesignandConstruct anew (PJM/OutsidePJM):• ProjectLocation PJM Substation Point Center Name ofthe Transmission Project: Company PECO Energy • Numberof Years inOperation: 3 • Date:Actual In-Service April 2010 • Targeted Date: In-Service • ConstructionPeriod: 2009-2010 • Year inwhichtheProjectwasplanned: 2008 • DescriptionoftheProject: Installtwo300MVAR the SVCsat (PJM/OutsidePJM):• ProjectLocation PJM Elmhurst Static Var Compensators Name ofthe Transmission Project: • Numberof Years inOperation: 2 • Date:Actual In-Service November2011 • Targeted Date: In-Service • ConstructionPeriod: 2010-2011 • Year inwhichtheProjectwasplanned: 2010 conductor ofahigherfacilityrating of the230kV Whitpain –North Wales (220-16)linewitha PJM 500kV anda230kVlineintothenewsubstation a 230kVringbus, andloopingina a500/230kVtransformer consistsofa500kVringbusand that 500/230kV substation Elmhurst Substation.

June 2010 December 2011 8.4 Proposer experience The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

• Actual In-Service Date: June 2010 • Number of Years in Operation: 3

Name of the Transmission Project: Heaton Transformer Project • Project Location (PJM / Outside PJM): PJM • Description of the Project: Installing a 2nd 230/138 transformer at the Heaton Substation • Year in which the Project was planned: 2009 • Construction Period: 2010 - 2011 • Targeted In-Service Date: December 2011 • Actual In-Service Date: October 2011 • Number of Years in Operation: 2

A full list of Exelon transmission facilities is found in the documents below:

• 2011 Baltimore Gas and Electric FERC Form No.1 Filing Please refer to Volume 2, Attachment 8.4 for the complete 2011 Baltimore Gas and Electric form

• 2011 Commonwealth Edison FERC Form No.1 Filing Please refer to Volume 2, Attachment 8.4 for the complete 2011 Commonwealth Edison form

• 2011 Commonwealth Edison co. of Indiana FERC Form No.1 Filing Please refer to Volume 2, Attachment 8.4 for the complete 2011 Commonwealth Edison Co.of Indiana form

• 2011 PECO Energy FERC Form No.1 Filing Please refer to Volume 2, Attachment 8.4 for the complete 2011 PECO Energy form

For Resumes of Leadership team See Attachment 8.4 in Volume 2

33 34 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 8.5 Project information The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.5 Project Information

8.5 PROJECT INFORMATION Edward Krapels is the individual who is charged with managing The Poseidon Project is being developed by Poseidon Anbaric Poseidon. Transmission LLC. The managing member of that entity is Anbaric Poseidon Holding LLC and we provide the requested Exelon information about Anbaric Poseidon Holding LLC below. Incorporated in Pennsylvania in February 1999, Exelon is a utility services holding company engaged, through its principal Company Information subsidiary, generation, in the energy generation business, and Anbaric Poseidon Holding LLC through its principal subsidiaries ComEd, PECO and BGE, in c/o Anbaric Holding LLC the energy delivery businesses. Exelon is a publicly traded 401 Edgewater Place, suite 650 company listed on the New York Stock Exchange (NYSE) under Wakefield, MA 01880 the ticker symbol EXC. 781-683-0707 Exelon Transmission is a Delaware limited liability company and Contact Person a subsidiary of Exelon Corporation. Edward N. Krapels, Member Anbaric Poseidon Holding LLC Exelon Generation, formed December 27, 2000, is a Pennsylvania limited liability company and a subsidiary of 401 Edgewater Place, Suite 650 Exelon Corporation. Exelon Generation is providing an optional Wakefield, MA 01880 bid for energy and capacity that is separate from the Poseidon 781-683-0707 Project described in this Response. [email protected] Ownership status (e.g., privately held or publically As the member of Anbaric Poseidon Holding, LLC, the entity traded); that is manager of Poseidon Transmission LLC, Mr. Krapels is Anbaric Poseidon is privately held. Exelon Generation and the principal contact person for the Poseidon Project. Exelon Transmission are subsidiaries of Exelon Corporation whose common shares trade on the New York Stock Exchange Legal status, date formed, jurisdiction of organization, under the symbol EXC. and identification of any relevant affiliates and statement of such role Sponsor Information Anbaric Poseidon Holding LLC (“Anbaric Poseidon”) was Exelon Corporation, through a subsidiary, is investing in the formed on March 11, 2011 as a Delaware Limited Liability Poseidon Project and with its $52 billion balance sheet, has Company to develop the Poseidon Project with an affiliate of more than sufficient financial strength to back Poseidon’s Exelon Transmission. development.

35 36 The Poseidon Project Securing Downstate Reliability, Repowering Long Island remain toberesolved. are multipleregulatory, corporate, andfinancial issueswhich aleadmember, todesignate it ispremature there that given security, executingtheFCTPA, andprovidingproductstoNYPA, is authorizedtoactonitsbehalf. Forpurposes offinancial of theConsortium. EdwardN. isthe individualwho Krapels financial close, astheleadmember AnbaricPoseidonserves developmentactivitiesthrough thisProposalandfor about For thepurposesofrespondingtoquestionsfromNYPA security andexectingthePP of themeberresponsibleorprovidingallinncil (as requiredinthisContentofProposals),ndidentity informa If theProposalissubmittedyconsortium, Anbaric HoldingLLCDUNSnumber: 831203000 DUNSnumber:Exelon Corporation 001807150 DUNS NumberfromDun&Bradstreet tion onitslegalformandechobers A. 8.5 Projectinforma ; tion The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.6 Disclosure Statements

8.6 disclosure statements

To the best of Exelon’s knowledge, information and belief, in the last five years there has been no instance where Exelon or any of its officers or directors, or any of its affiliates defaulted or was deemed to be in noncompliance with any obligation related to the sale or purchase of power (capacity energy and/ or ancillary services), transmission, or natural gas, or was the subject of a civil proceeding for conversion, theft, fraud, business fraud, misrepresentation, false statements, unfair or deceptive business practices, anti-competitive acts or omissions, or collusive bidding or other procurement- or sale-related irregularities.

To the best of Exelon’s knowledge, information and belief, in the last five years there has been no instance where Exelon or any of its officers or directors, or any of its affiliates has been convicted of (i) any felony, or (ii) any crime related to the sale or purchase of power (capacity, energy, and/or ancillary services), transmission, or natural gas conversion or theft, fraud, business fraud, misrepresentation, false statements, unfair or deceptive business practices, anti-competitive acts or omissions, or collusive bidding or other procurement- or sale-related irregularities.

In the last five years there has been no instance where Anbaric or any of its officers or directors, or any of its affiliates defaulted or was deemed to be in noncompliance with any obligation related to the sale or purchase of power (capacity energy and/ or ancillary services), transmission, or natural gas, or was the subject of a civil proceeding for conversion, theft, fraud, business fraud, misrepresentation, false statements, unfair or deceptive business practices, anti-competitive acts or omissions or collusive bid irregularities.

37 38 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 8.6 Disclosurest related irregularities.related omissions, orcollusivebiddingotherprocurement-sale- unfair ordeceptivebusinesspractices, anti-competitiveactsor fraud, businessfraud, misrepresentation, falsestatements, services), transmission, gasconversionortheft, ornatural sale orpurchaseofpower(capacity, energy, and/orancillary felony,been convictedof(i)any tothe crimerelated or(ii)any ofitsofficersordirectors,or any has ofitsaffiliates orany In thelastfiveyearstherehasbeennoinstancewhere Anbaric a temens 8.7 Financial Capacity to Complete and Operate the Proposed Project The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.7 Financial Capacity to Complete and Operate the Proposed Project

8.7 Financial Capacity to Complete and Operate the Project

Poseidon Transmission consists of a development team that has financed larger projects on a project finance basis. As we explain below, the Poseidon team has the financial resources to fund the development process, secure lending to finance construction, and bring the Project to commercial operation by the June 1, 2016 deadline.

A detailed description of proposed short- and long-term financing arrangements. A list of all equity partners, sources of equity and debt, debt structure. Development phase equity funding for the Poseidon Project will be provided by Exelon. Permanent financing is expected to be provided through 70-80% debt and 20-30% equity. Exelon is expected to provide the permanent equity. With the backing of a contract for the project, we anticipate that debt financing will be available through the commercial bank markets, the public debt markets, private placement institutional markets, or a combination thereof.

39 40 The Poseidon Project Securing Downstate Reliability, Repowering Long Island should allow the project to readily raiseitsdebtfinancing.should allowtheprojecttoreadily withacreditworthycounterparty salesagreement Capacity provider suchas ABB andalong-termFirm Transmission ofstrongEPCcontractorswithawell-known The combination ofanHVDCproject. construction andoperation and credit tosupportthedevelopment, toraisecapital ability RTS andHudson Transmission Projects, the hasdemonstrated In addition, Anbaric, intheNeptune throughitsparticipation financialreports.aspx at: http://www.exeloncorp.com/performance/investors/ Project. DetailsonExelon’s available are financialperformance development, ofthePoseidon constructionandoperation for the liquidity providemorethanadequate and itsaffiliates toExelon cashandthecreditfacilitiesavailable generated sources, andotherfinancingalternatives. Exelon’s internally following: cash, existingcreditfacilities, externalfinancing ofthe combination withany project throughasubsidiary company,grade-rated tofinancethe maintainstheability Exelon, andinvestment a$30billionmarketcapitalization substantial experience, capability, andfinancialbacking. adevelopmentteamwith The PoseidonProjectisbackedby Financil Informa Partners Transmission Hudson Neptune Project Bergen, NJ NJ Sayreville, Origin tion –Cap Anbaric –TrnsmissionLinesDevelopednd Financed acity ndPerformance Manhattan, NY West 49thStSubstation, NY New Cassel, LongIsland, Terminus 660 660 Capacity (MW) the projectthroughconstructionandPP the project. for Exelon isexpectedtoprovidetheequityfinancing institutional markets, thereof. oracombination market, thepublicdebtmarkets, placement theprivate toberaisedinthecommercialbank The debtisanticipated portionoftheproject. thecable of 70-80%long-termdebtfor The company’s structure acapital financingplan anticipates project toraiseitsdebtfinancingonalimited-recoursebasis. withNYPA ortariff salesagreement Capacity shouldallowthe provider suchas ABB andalong-termFirm Transmission ofastrongEPCContractwithwellknown The combination Describe proposedcapit Poseidon. ofasubstantialHVDCprojectlike construction andoperation andcredittosupportthedevelopment toraisecapital ability and Hudson Transmission Projects, the hasdemonstrated intheNeptuneRegional participation Transmission System construction andoperation. Inaddition, Anbaric, throughits financial resourcestosupporttheProjectthroughdevelopment, andhasthe company Exelon isaninvestmentgrade-rated Proposer's p Demonstra the Poseidon Transmission Project. themembersofconsortiumbacking projects developedby highlighttransmissionandgeneration tables The following financed byProposerthep A scheduleshowingallmajorprojectsdevelopednd te tha arent oraffili t financilrrngementsro HVDC HVDC Technology al structrefortheproject te aresufficienttoupport ast 10yers. 2013 (target) June 2007 June Online Date A term. 8.7 Financial Capacity to Complete and Operate the Proposed Project The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Exelon has experience in transmission investment, owning, Information concerning the Proposer’s financial operating and maintaining approximately 7,000 miles of condition and evidence of creditworthiness including: transmission lines, including 90 miles of high-voltage 765 kV i. Audited financial statements for its three most recent fiscal lines. Exelon, through its ComEd, PECO and BGE subsidiaries, years; or has invested more than $1.4 billion in high-voltage ii. Audited financial statements from Proposer’s parent, if transmission system since 2003. For further detail on this, Proposer does not havesuch financial statements; or please refer to our answer above, in section 8.4. iii. Statement describing why the statements in either i) or ii) cannot be provided and provide alternate information to Provide details of any events of default or other credit demonstrate Proposer’s financial capacity to complete and issues associated with all major projects listed in operate the proposed project. Section above. Exelon Corporation has the capacity to be the Guarantor for To the best of the Proposers’ knowledge, there are no events the project. Below are excerpts from the Balance Sheet and of default or other credit issues associated with the projects Income Statement of Exelon’s SEC Form10K Report (as of above. December 31, 2012) demonstrating the Company’s strong creditworthiness:

December 31, (In millions) 2012 2011 2010 2009 2008 Balance Sheet data: Current assets $ 10,133 $ 5,713 $ 6,398 $ 5,441 $ 5,130 Property, plant and equipment, net 45,186 32,570 29,941 27,341 25,813 Noncurrent regulatory assets 6,497 4,518 4,140 4,872 5,940 Goodwill 2,625 2,625 2,625 2,625 2,625 Other deferred debits and other assets 14,113 9,569 9,136 8,901 8,038

Total assets $ 78,554 $ 54,995 $ 52,240 $ 49,180 $ 47,546

Current liabilities $ 7,784 $ 5,134 $ 4,240 $ 4,238 $ 3,811 Long-term debt, including long-term debt to financing trusts 18,346 12,189 12,004 11,385 12,592 Noncurrent regulatory liabilities 3,981 3,627 3,555 3,492 2,520 Other deferred credits and other liabilities 26,626 19,570 18,791 17,338 17,489 Preferred securities of subsidiary 87 87 87 87 87 Noncontrolling interest 106 3 3 — — BGE preference stock not subject to mandatory redemption 193 — — — — Shareholders’ equity 21,431 14,385 13,560 12,640 11,047

Total liabilities and shareholders’ equity $ 78,554 $ 54,995 $ 52,240 $ 49,180 $ 47,546

For the Years Ended December 31,

(In millions, except per share data) 2012 (a) 2011 2010 2009 2008 Statement of Operations data:

Operating revenues $ 23,489 $ 19,063 $ 18,644 $ 17,318 $ 18,859 Operating income 2,380 4,479 4,726 4,750 5,299 Income from continuing operations 1,171 2,499 2,563 2,706 2,717 Income from discontinued operations — — — 1 20 Net income on common stock 1,171 2,499 2,563 2,707 2,737

Additional information regarding Exelon’s historical financial reporting is available at: http://www.exeloncorp.com/performance/investors/financialreports.aspx 41 42 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 2013. underway, inJune and Hudsonisexpectedtogointoservice Authority in2006. Constructionhasbeencompleted, testingis The HudsonProjectwonanRFPfromtheNew York Power schedule andonbudget, inJune2007. andwasenergized The Neptunefinancingwascompleted, andthe Projectbuilton finance eachofthesetwoindependenttransmissionprojects. development equity, permanentequity, anddebtsufficientto York Authorities. toraise Anbaric anditspartnerswereable New Both NeptuneandHudsonwonRFPsconductedby previous New York-based DC Transmission projects. bidon,development companiesthat won, andexecutedtwo Member,Managing Anbaric Poseidon, wasamemberinthe Anbaric Transmission, ofPoseidon anaffiliate Transmission’s Proposer fortheproject similar totherrngeentscontepl by theProposertha Include forreerencesrompriorprojectsdeveloped 8.7 FinancialCap 2. 1.

Hudson LLC). Partners (viaaspecialpurposevehicleknownas Anbaric Edward N. Krapels, isamemberofHudson Transmission The Hudson Transmission Project: Anbaric’s Manager, developers oftheNeptuneProject. as Anbaric Neptune)in Partners LLC(AEP),Atlantic Energy was amember(viaspecialpurposevehiclenowknown The NeptuneProject: Anbaric’s Manager, EdwardN. Krapels, acity toCompleandOpera t employedfinancingrrnents . ted bythe te heProposedProject Project informa 5 foundinvolume2)tothextenttha Completed FinancilDa . tion isa v ailble orcnbeestima t a Sheets(SeeAtt t therequested achments 4nd ted forthe The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.8 Environmental Benefits of Project General statement of the Project’s environmental benefits

The project is expected to provide numerous environmental benefits including: • Supports the transition to a cleaner generation fleet on Long Island, a clean energy goal of the Energy Highway Blueprint; • Improved air quality through displacement/reduced operation and consequential emissions from Long Island’s aging fossil generation facilities; • Reduced climate change potential through achievement of greater access to non-carbon renewable, high efficiency generation resources in PJM as well as through displacement of lower efficiency generation from aging, cycling and peaking generation on Long Island; • Reduced marine organism impacts achieved through displacement/curtailment of operations of once-through cooling systems associated with Long Island’s lower efficiency, aging steam electric generation facilities; • Minimal post construction aesthetic impact achieved through burial of the transmission line along the proposed right of way; • Reduced stress on Long Island’s critical sole source drinking water aquifer resources since the transmission line is solid dielectric design (not oil filled), will consume minimal freshwater at its terminal ends, and present no spill contamination threat because no petroleum or hazardous chemical storage/transport is required for operation; • Minimal land use impact/disturbance since the route is underground and primarily follows existing highway rights of way and because the terminal facilities are low acreage per MW of capacity compared to equivalent on Island generation options; • Minimal impact to sensitive freshwater and tidal wetland habitats through use of horizontal direction drilling construction methods;

43 44 The Poseidon Project Securing Downstate Reliability, Repowering Long Island discussed lower implied Heat Rate) and accordingly will have willhave andaccordingly Rate) discussed lowerimpliedHeat moreefficientresources(basedonthepreviously produced by throughPJMwillbe available theenergy It isexpectedthat Greenhouse gasemissions(annual) 2007. mid 2003andNeptunegoing inservice inlate in Service going isshownbelowwiththeCrossSoundCable Generation operation. The impacttheseprojectshadon olderLongIsland andtheNeptuneprojectsbegancommercial Sound Cable whenboththeCross and shouldyieldresultssimilartothat oftheexisting,operation fleetwillbedramatic oldergeneration gases. onreducingthe The impactPoseidonwillhave emissionsofconventionalpollutantsandgreenhouse regional dirty powerplants. This willresultinsignificantreductions requirement, therepoweringorretirementofolder, enabling Poseidon willhelpmeetLongIsland’s reserve NYISOlocational than onLongIsland. Additionally, asanon-islandresource, at Deans Substation 20%moreefficiently generated typically Rates,Based onacomparisonofImpliedHeat is energy fleet.support thetransitiontoacleaneron-islandgenerating Poseidon willlowerLongIsland’s emissionsprofileand Project’s emissionprofile 8.8 environment Annual GrossGeneration ofNorthport, PortJeffersonandBarrett al benefitsoproject Cross SoundCable Power Stations2001-2012 Neptune regional airqualityandlowerGHGemissions.regional helpsimprove Its displacementofhigheremittinggeneration accesstozeroGHGrenewables.This projectopensgreater improved environmentalquality. and increaseduseofrenewables The Blueprintcallsfor beevengreater.likely 25%perMWHrdisplaced.approximately NOxreductionswill criteriapollutantemissionswilldecreaseby expected that from PJMvsLongIslandconventionalcyclegasunitsitis transmitted As aresultofimprovedefficiencytheenergy 25%perMWHrdisplaced.approximately airtoxicsemissionswilldecreaseby regional expected that from PJMvs. LongIslandconventionalcyclegasunitsitis transmitted As aresultofimprovedefficiencytheenergy annually. willbeavoided tons ofCO2annually fromLongIslandplants,fired energy 530,000 approximately 3,635,400MWHrsofconventionalcyclegas approximately factorandthusdisplace anannual83%capacity at operate fired conventionalcycleunits. thelinewill Expectingthat LongIslandUnitswhicharelessefficientgas the marginal from thanthedisplacedenergy a lowerCO2emissionrate The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.9 Proposed Resource(s) Development Plans and Schedule

A comprehensive development schedule is provided which includes permitting, environmental review, construction, testing and commercial operation is included in this section.

Proposed date for execution of necessary contracts with NYPA in order to achieve the June 1, 2016 COD; Assuming a selection of the Poseidon Project by NYPA in September 2013, we would respectfully require NYPA to execute an FTCPA by February 1, 2014 to meet the June 1, 2016 commercial operation date.

Proposed date(s) for any PSC or FERC orders deemed necessary to achieve the June 1, 2016 COD The most significant target date is December 1, 2013 for FERC market-based authority.

45 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation);

Poseidon Transmission Project Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 1 PERMITTING 2 Federal 3 USACE Individual Permit 4 Application Development 5 Application Submission 10/2 6 Application Review 7 Permit Issued 10/4 8 New Jersey State 9 NJDEP‐Waterfront Development Permit / Coastal & Freshwater Wetlands Permit / 401 Water Quality Certification / Section 106 Review / Dredging & Dredge Material Disposal Permit 10 Application Development 11 Application Submission 10/2 12 Application Review 13 Permit Issued 10/4 14 NJDEP ‐ Federal Consistency Certification 15 Application Development 16 Application Submission 11/2 17 Application Review 18 Permit Issued 5/2 19 NJDEP ‐ Coastal Area Facility Review Act Permit 20 Application Development 21 Application Submission 11/1 22 Application Review 23 Permit Issued 5/1 24 NJDOT ‐ Highway Occupancy Permit 25 Application Development 26 Application Submission 11/1 27 Application Review 28 Permit Issued 5/1 29 NJ Turnpike Authority ‐ License to Cross 30 Application Development 31 Application Submission 11/1 32 Application Review 33 Permit Issued 5/1 34 NJDEP ‐ Construction Activity Stormwater Perm 35 Application Development 36 Application Submission 9/1 37 Application Review 38 Permit Issued 10/2 39 Freehold Soil Conservation District ‐ Soil Erosion & Sediment Control Plan 40 Plan Development 41 Plan Submission 9/1 42 Plan Review 43 Plan Approved 10/2 44 New Jersey Local 45 South Brunswick Township ‐ Site Plan Approval 46 Plan Development 47 Plan Submission 12/2 48 Plan Review 49 Plan Approval 2/1 50 New York State 51 NYSDPS ‐ Certificate of Environmental Compatibility & Public Need / 401 Water Quality Certification

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13

46 Page 1 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation);

Poseidon Transmission Project The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 1 PERMITTING 2 Federal 3 USACE Individual Permit 4 Application Development 5 Application Submission 10/2 6 Application Review 7 Permit Issued 10/4 8 New Jersey State 9 NJDEP‐Waterfront Development Permit / Coastal & Freshwater Wetlands Permit / 401 Water Quality Certification / Section 106 Review / Dredging & Dredge Material Disposal Permit 10 Application Development 11 Application Submission 10/2 12 Application Review 13 Permit Issued 10/4 14 NJDEP ‐ Federal Consistency Certification 15 Application Development 16 Application Submission 11/2 17 Application Review 18 Permit Issued 5/2 19 NJDEP ‐ Coastal Area Facility Review Act Permit 20 Application Development 21 Application Submission 11/1 22 Application Review 23 Permit Issued 5/1 24 NJDOT ‐ Highway Occupancy Permit 25 Application Development 26 Application Submission 11/1 27 Application Review 28 Permit Issued 5/1 29 NJ Turnpike Authority ‐ License to Cross 30 Application Development 31 Application Submission 11/1 32 Application Review 33 Permit Issued 5/1 34 NJDEP ‐ Construction Activity Stormwater Perm 35 Application Development 36 Application Submission 9/1 37 Application Review 38 Permit Issued 10/2 39 Freehold Soil Conservation District ‐ Soil Erosion & Sediment Control Plan 40 Plan Development 41 Plan Submission 9/1 42 Plan Review 43 Plan Approved 10/2 44 New Jersey Local 45 South Brunswick Township ‐ Site Plan Approval 46 Plan Development 47 Plan Submission 12/2 48 Plan Review 49 Plan Approval 2/1 50 New York State 51 NYSDPS ‐ Certificate of Environmental Compatibility & Public Need / 401 Water Quality Certification

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13

Page 1 47 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation); Poseidon Transmission Project Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 52 Application Development 53 Application Submission 10/2 54 Application Review 55 Permit Issued 10/4 56 NYSDPS ‐ Environmental Management & Construction Plan 57 Plan Development 58 Plan Submission 11/1 59 Plan Review 60 Plan Approved 1/31 61 NYSDOS ‐ Coastal Zone Management Consistency Certificate 62 Application Development 63 Application Submission 11/2 64 Application Review 65 Permit Issued 5/2 66 NYSOGS ‐ Construction Permit / Underwater Utility Easement 67 Application Development 68 Application Submission 11/2 69 Application Review 70 Permit Issued 5/2 71 NYSDOT ‐ Highway Work Permit 72 Application Development 73 Application Submission 74 Application Review 75 Permit Issued 1/31 76 NYSDOT ‐ Accomodation Plan Approval 77 Application Development 78 Application Submission 10/2 79 Application Review 80 Permit Issued 10/4 81 82 PROJECT FINANCING 83 Preliminary Financing for Limited Notice to Proceed 84 Financial Close 2/2 85 86 NOTICE TO PROCEED 87 Interim Engineering Agreement 10/1 88 Final Notice to Proceed 2/2 89 90 FIRM TRANSMISSION CAPACITY PAYMENT AGREEMENT 91 Negotiate 92 Execute 2/2 93 94 EXECUTING THE EPC 3/2 95 96 OFFSHORE CABLE CONSTRUCTION 97 Cable production 98 Purchase Metals for Cable Manufacturing 99 Cable Manufacturing ‐ ready to load on vessel 100 Offshore Installation 101 Pre‐Rock Dump Crossings ‐ Existing Utilities ( Provisional as Crossing arrangements to be agreed) 102 Mobilisation including transit to site

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 48 Page 2 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation);

Poseidon Transmission Project The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 52 Application Development 53 Application Submission 10/2 54 Application Review 55 Permit Issued 10/4 56 NYSDPS ‐ Environmental Management & Construction Plan 57 Plan Development 58 Plan Submission 11/1 59 Plan Review 60 Plan Approved 1/31 61 NYSDOS ‐ Coastal Zone Management Consistency Certificate 62 Application Development 63 Application Submission 11/2 64 Application Review 65 Permit Issued 5/2 66 NYSOGS ‐ Construction Permit / Underwater Utility Easement 67 Application Development 68 Application Submission 11/2 69 Application Review 70 Permit Issued 5/2 71 NYSDOT ‐ Highway Work Permit 72 Application Development 73 Application Submission 74 Application Review 75 Permit Issued 1/31 76 NYSDOT ‐ Accomodation Plan Approval 77 Application Development 78 Application Submission 10/2 79 Application Review 80 Permit Issued 10/4 81 82 PROJECT FINANCING 83 Preliminary Financing for Limited Notice to Proceed 84 Financial Close 2/2 85 86 NOTICE TO PROCEED 87 Interim Engineering Agreement 10/1 88 Final Notice to Proceed 2/2 89 90 FIRM TRANSMISSION CAPACITY PAYMENT AGREEMENT 91 Negotiate 92 Execute 2/2 93 94 EXECUTING THE EPC 3/2 95 96 OFFSHORE CABLE CONSTRUCTION 97 Cable production 98 Purchase Metals for Cable Manufacturing 99 Cable Manufacturing ‐ ready to load on vessel 100 Offshore Installation 101 Pre‐Rock Dump Crossings ‐ Existing Utilities ( Provisional as Crossing arrangements to be agreed) 102 Mobilisation including transit to site

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 Page 2 49 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation); Poseidon Transmission Project Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 103 Pre lay rock dumping ‐ Number of Crossings T 104 Demobilisation including transit from site 105 Cofferdam Construction New Jersey & Long Isla 106 Mob Cofferdam Barges 107 Construct Cofferdam Long Island 108 Dredge Cofferdam 109 Transit & Remobilisation of Cofferdam Barges New Jersey 110 Construct Cofferdam New Jersey 111 Dredge Cofferdam 112 PLGR ‐ Provisional TBA if within the ABB Scope of Work 113 Moblisation and Transit to Site 114 PLGR Operations 1 x 77km 115 Demobilisation and Transit from Site 116 Transport of Cable from Karlskrona to New York Area 117 Mobilisation, Load out and Transit 3/22 118 Moblisation including preparation of Trenching equipment etc 119 Transit to Karlskrona 120 Moblisation in Karlskrona including loading of jointing equipment etc 121 Load out 2 x 77km of Cable Parallel 122 Seafastening & Awaiting Pilot 123 Transit from Karlskrona to New York Area & Field Entry Preparation/ DP Checks 124 Custom Clearance USA 125 Field Entry Preparation/ DP Checks & Prepare for spooling of cable to Cable Lay 126 CableB Installation KP 0‐36 127 Main Lay Operations 128 Mobilize DP Barge 129 DP Trials 130 Plow ‐ (Turbidity Testing NY Waters) 131 Submarine Cable Installation 132 Load Cable from CLV to CLB for Shallow water Section KP 0‐36 133 Lay & simutaneous burial ‐ Jet Plow Burial Bundled Cable KP 0‐36 134 Float‐in & Shore Pull Cable 1 New Jersey) 135 Float‐in & Shore Pull Cable 2 (New Jersey) 136 Custom Clearance 137 Transit & Demoblisation 138 Cable Installation KP 36‐77 139 Cable Installation 140 Transit to Cable Bundle “Wet Stored” Locat 141 Recover Cable Bundle end to Jointing Statio 142 Perform “In‐Line” Splice 143 Overboard “In‐Line” Splice 144 Lay & simutaneous burial KP 36 to 77 ‐ 41km HVDC Cable Bundle 145 Added time for replacement of Yard for bundling 146 Float‐in & Shore Pull Cable 1 (Long Island) 147 Float‐in & Shore Pull Cable 2 (Long Island) 148 Custom Clearance

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 50 Page 3 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation);

Poseidon Transmission Project The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 103 Pre lay rock dumping ‐ Number of Crossings T 104 Demobilisation including transit from site 105 Cofferdam Construction New Jersey & Long Isla 106 Mob Cofferdam Barges 107 Construct Cofferdam Long Island 108 Dredge Cofferdam 109 Transit & Remobilisation of Cofferdam Barges New Jersey 110 Construct Cofferdam New Jersey 111 Dredge Cofferdam 112 PLGR ‐ Provisional TBA if within the ABB Scope of Work 113 Moblisation and Transit to Site 114 PLGR Operations 1 x 77km 115 Demobilisation and Transit from Site 116 Transport of Cable from Karlskrona to New York Area 117 Mobilisation, Load out and Transit 3/22 118 Moblisation including preparation of Trenching equipment etc 119 Transit to Karlskrona 120 Moblisation in Karlskrona including loading of jointing equipment etc 121 Load out 2 x 77km of Cable Parallel 122 Seafastening & Awaiting Pilot 123 Transit from Karlskrona to New York Area & Field Entry Preparation/ DP Checks 124 Custom Clearance USA 125 Field Entry Preparation/ DP Checks & Prepare for spooling of cable to Cable Lay 126 CableB Installation KP 0‐36 127 Main Lay Operations 128 Mobilize DP Barge 129 DP Trials 130 Plow ‐ (Turbidity Testing NY Waters) 131 Submarine Cable Installation 132 Load Cable from CLV to CLB for Shallow water Section KP 0‐36 133 Lay & simutaneous burial ‐ Jet Plow Burial Bundled Cable KP 0‐36 134 Float‐in & Shore Pull Cable 1 New Jersey) 135 Float‐in & Shore Pull Cable 2 (New Jersey) 136 Custom Clearance 137 Transit & Demoblisation 138 Cable Installation KP 36‐77 139 Cable Installation 140 Transit to Cable Bundle “Wet Stored” Locat 141 Recover Cable Bundle end to Jointing Statio 142 Perform “In‐Line” Splice 143 Overboard “In‐Line” Splice 144 Lay & simutaneous burial KP 36 to 77 ‐ 41km HVDC Cable Bundle 145 Added time for replacement of Yard for bundling 146 Float‐in & Shore Pull Cable 1 (Long Island) 147 Float‐in & Shore Pull Cable 2 (Long Island) 148 Custom Clearance

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 Page 3 51 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation); Poseidon Transmission Project Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 149 Spare Cable, Transit and Demobilisation 150 Transit to Client nominated Port (TBD) 151 Transfer Spare Cable to Client Storage ‐ Provisional Spare Cable TBC 152 Local demobilisation 153 Custom Clearance 154 Transit to Karlskrona for Demob 155 Awaiting for pilot 156 Demob Vessel including trenching equipment etc 157 Cofferdams Reinstatement 158 Long Island Cofferdam 159 Backfill LI Cofferdams 160 Pull Sheeting LI Cofferdams 161 NJ Cofferdams 162 Backfill NJ Cofferdams 163 Pull Sheeting NJ Cofferdams 164 Post lay rock dumping ‐ Existing Utilities ( Provisional as Crossing arrangements to be agreed) 165 Mobilisation including Transit from Site 166 Post lay rock dumping ‐ Number of Crossings T 167 Demobilisation including Transit from site 168 HVDC Link tested 169 Transition joint (splicetogether land cables and submarine cables) 170 After Installation Test 171 172 UPLAND CABLE CONSTRUCTION 173 Procurement 174 Contract Signing 10/1 175 Cable Materials Procure and Production 176 Engineering 177 Route Verification 178 Geotechnical Study 179 Route Civil Engineering 180 Construction 181 New Jersey 182 Cable Trenching, Laying & Jointing 183 Testing and Commissioning 184 New York 185 Cable Trenching, Laying & Jointing 186 Testing and Commissioning 187 Project Handover 188 As‐built Drawings 189 Project Close 4/18 190 191 CONVERTER STATION CONSTRUCTION 192 Project Setup 193 Milestones 194 Project Milestones 195 Limited Notice to Proceed 10/1 196 Start of Engineering 10/2 197 Purchase of Converter Transformers 5/15 198 Purchase of IGBT 5/15 199 Final Notice to Proceed 11/3 200 Start of Civil Works 3/23

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 52 Page 4 Development schedule in MS Project 2010 GANTT chart format (including permitting, environmental review, construction, testing, and commercial operation);

Poseidon Transmission Project The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d Development Schedule

ID Task Name 2013 2014 2015 2016 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 149 Spare Cable, Transit and Demobilisation 150 Transit to Client nominated Port (TBD) 151 Transfer Spare Cable to Client Storage ‐ Provisional Spare Cable TBC 152 Local demobilisation 153 Custom Clearance 154 Transit to Karlskrona for Demob 155 Awaiting for pilot 156 Demob Vessel including trenching equipment etc 157 Cofferdams Reinstatement 158 Long Island Cofferdam 159 Backfill LI Cofferdams 160 Pull Sheeting LI Cofferdams 161 NJ Cofferdams 162 Backfill NJ Cofferdams 163 Pull Sheeting NJ Cofferdams 164 Post lay rock dumping ‐ Existing Utilities ( Provisional as Crossing arrangements to be agreed) 165 Mobilisation including Transit from Site 166 Post lay rock dumping ‐ Number of Crossings T 167 Demobilisation including Transit from site 168 HVDC Link tested 169 Transition joint (splicetogether land cables and submarine cables) 170 After Installation Test 171 172 UPLAND CABLE CONSTRUCTION 173 Procurement 174 Contract Signing 10/1 175 Cable Materials Procure and Production 176 Engineering 177 Route Verification 178 Geotechnical Study 179 Route Civil Engineering 180 Construction 181 New Jersey 182 Cable Trenching, Laying & Jointing 183 Testing and Commissioning 184 New York 185 Cable Trenching, Laying & Jointing 186 Testing and Commissioning 187 Project Handover 188 As‐built Drawings 189 Project Close 4/18 190 191 CONVERTER STATION CONSTRUCTION 192 Project Setup 193 Milestones 194 Project Milestones 195 Limited Notice to Proceed 10/1 196 Start of Engineering 10/2 197 Purchase of Converter Transformers 5/15 198 Purchase of IGBT 5/15 199 Final Notice to Proceed 11/3 200 Start of Civil Works 3/23

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 Page 4 53 Poseidon Transmission Project Development Schedule

ID Task Name 2013 2014 2015 2016 2017 2018 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 185 Complete Purchase of Transformers, Valves, 7/2 Reactors, Capacitors 186 Converter Valves Type Tested 1/8 187 Civil Work Contracted and Initiated 2/13 D188evelopmentConvertor schedule Transformers in MS Project Type tested 2010 GANTT chart format (including permitting, environmental review, constr2/16uction, testing, and commercial operation); 189 Approved System Studies and Requirement Poseidon Transmission3/3 Project Specifications submitteed Development Schedule 190 Installation Works contracted and initiated 7/3 ID Task Name 2013 2014 2015 2016 191 Factory Test on control completed Q1 Q2 Q3 Q4 Q1 Q2 Q3 7/24Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 201192 PaymentFCA delivery Milestones equipment 10/2 202193 AdvanceMain Circuit Payment Equipment delivered to site 10/1 11/6 203194 MainTransmission Circuit Design test and completed Coordination Issue 1/10 4/19 8/15 204195 CompleteCompletion Purchase of Transformers, 6/1 Valves, Reactors, Capacitors 196 As built documentation submitted 7/27 205 Converter Valves Type Tested 2/16 197 Engineering 206 Civil Work Contracted and Initiated 2/13 198 Control & Protection Engineering 207 Convertor Transformers Type tested 4/10 199 Valve Engineering 208 Approved System Studies and 3/3 200 SystemRequirement Engineering Specifications submitteed 209201 PlantInstallation Works contracted and initiated 7/3 210202 ProcurementFactory Test on control completed 7/24 211203 PurchaseFCA delivery equipment 10/2 212204 SupplierMain DocumentationCircuit Equipment delivered to site 11/6 213205 ManufacturingTransmission test completed 4/19 214206 TestCompletion 6/1 215207 TransportAs built documentation submitted 7/27 216208 EngineeringConstruction 217209 ControlCivil Contracting & Protection Engineering 218210 ValveCivil EngineeringWork Site 1 219 211 SystemCivil Work Engineering Site 2 220 Plant 212 Installation Contracting 221 Procurement 213 Installation Work Site 1 222 Purchase 214 Installation Work Site 2 223 Supplier Documentation 215 Commissioning 224 Manufacturing 216 Subsystem Test Site 1 225 Test 217 226 TransportSubsystem Test Site 2 227218 ConstructionSystem Test 228219 CivilHV Contracting Energization 229220 CivilTransmission Work Site 1 Test 230221 Civil WorkTrial Site Operation 2 231222 InstallationTrial ContractingOperation Complete 6/1 232223 Installation Work Site 1 233224 Installation Work Site 2 234225 Commissioning 235 Subsystem Test Site 1 236 Subsystem Test Site 2 237 System Test 238 HV Energization 239 Transmission Test 240 Trial Operation 241 Trial Operation Complete 6/1 242 243 TRANSMISSION OWNER INTERCONNECTION

Project: Poseidon Schedule 05141 Milestone Manual Task Date: Tue 5/14/13

Page 5

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 54 Page 5 Poseidon Transmission Project Development Schedule

ID Task Name 2013 2014 2015 2016 2017 2018 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 185 Complete Purchase of Transformers, Valves, 7/2 Reactors, Capacitors 186 Converter Valves Type Tested 1/8 187 Civil Work Contracted and Initiated 2/13 D188evelopmentConvertor schedule Transformers in MS Project Type tested 2010 GANTT chart format (including permitting, environmental review, constr2/16uction, testing, and commercial operation);

189 Approved System Studies and Requirement Poseidon Transmission3/3 Project The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d Specifications submitteed Development Schedule 190 Installation Works contracted and initiated 7/3 ID Task Name 2013 2014 2015 2016 191 Factory Test on control completed Q1 Q2 Q3 Q4 Q1 Q2 Q3 7/24Q4 Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 201192 PaymentFCA delivery Milestones equipment 10/2 202193 AdvanceMain Circuit Payment Equipment delivered to site 10/1 11/6 203194 MainTransmission Circuit Design test and completed Coordination Issue 1/10 4/19 8/15 204195 CompleteCompletion Purchase of Transformers, 6/1 Valves, Reactors, Capacitors 196 As built documentation submitted 7/27 205 Converter Valves Type Tested 2/16 197 Engineering 206 Civil Work Contracted and Initiated 2/13 198 Control & Protection Engineering 207 Convertor Transformers Type tested 4/10 199 Valve Engineering 208 Approved System Studies and 3/3 200 SystemRequirement Engineering Specifications submitteed 209201 PlantInstallation Works contracted and initiated 7/3 210202 ProcurementFactory Test on control completed 7/24 211203 PurchaseFCA delivery equipment 10/2 212204 SupplierMain DocumentationCircuit Equipment delivered to site 11/6 213205 ManufacturingTransmission test completed 4/19 214206 TestCompletion 6/1 215207 TransportAs built documentation submitted 7/27 216208 EngineeringConstruction 217209 ControlCivil Contracting & Protection Engineering 218210 ValveCivil EngineeringWork Site 1 219 211 SystemCivil Work Engineering Site 2 220 Plant 212 Installation Contracting 221 Procurement 213 Installation Work Site 1 222 Purchase 214 Installation Work Site 2 223 Supplier Documentation 215 Commissioning 224 Manufacturing 216 Subsystem Test Site 1 225 Test 217 226 TransportSubsystem Test Site 2 227218 ConstructionSystem Test 228219 CivilHV Contracting Energization 229220 CivilTransmission Work Site 1 Test 230221 Civil WorkTrial Site Operation 2 231222 InstallationTrial ContractingOperation Complete 6/1 232223 Installation Work Site 1 233224 Installation Work Site 2 234225 Commissioning 235 Subsystem Test Site 1 236 Subsystem Test Site 2 237 System Test 238 HV Energization 239 Transmission Test 240 Trial Operation 241 Trial Operation Complete 6/1 242 243 TRANSMISSION OWNER INTERCONNECTION

Project: Poseidon Schedule 05141 Milestone Manual Task Date: Tue 5/14/13

Page 5

Project: Poseidon Schedule 05161 Milestone Manual Task Date: Thu 5/16/13 Page 5 55 56 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Outreach efforts belowinthisSection8.9. Outreach efforts parties andthepublicpriorto commencing construction. Public environmental agencies, emergency services, otherinterested authorities, regulatory appropriate interconnectingutilities, Poseidon andtheircontractors willprovidenoticetothe Notifications facets ofthisproject. submission. scheduleencompassing all This isanintegrated are providedintheprojectscheduleportionofthis installation and subseacable installation cable upland underground theconverterstation,Detailed constructionschedulesfor Construction Schedule environmental studies, andfinalpermitconditions. work,are subjecttorefinementbasedonfurthersurvey to ensuretheProjectisconstructedonschedule. The plans aresummarizedaswellstepsnecessary management onhealth,including afocus safety, securityandenvironmental June1,before 2016. The variouscomponentsoftheplans onor commercialoperations the PoseidonProjecttobegin construction, andcommissioningactivitiesfor installation the This sectionpresentstheplansandschedulefor General Plans forconstructionndcommercioper in Section8.AA. equipment isidentifiedintheprojectscheduleprovidedearlier andprocurementof fabrication for The milestonedates Timelines forfabrica ofJune1, date construction andinservice 2016. the procurementscheduletosupportEPCinmeeting of theFTCPA. insupport The IEAwilladvanceengineering priortoexecution Execution oftheEPCisexpected30days (IEA)with Agreement NYPA. oftheRFPby ABB uponaward contract PoseidonintendstoenterintoanInterimEngineering date.2016 commercialoperation PriortoexecutionofanEPC execute anFTCPA 1, February by 2014tomeettheJune1, September 2013, requireNYPA wewouldrespectfully to NYPAAssuming aselectionofthePoseidonProjectby in Timeline fora w ard ofEPCContrct tion andprocurementofequip tion times during environmentally sensitivephases ofconstruction. times duringenvironmentally all thestartupofconstructionineach siteandat present at the EM&CP. oneenvironmentalinspectorwillbe Additionally deliveriesandhandlingincompliance with material coordinate activitiesand willdirectthecrews intheirdaily supervisor activities. of constructionandinstallation the duration The for at eachsite willbe A qualifiedconstructionsupervisor and Inspection Construction Supervision owners. utilitiesandutility will bemadetoallaffected notification andmarked, utilities willbelocated underground and other measuresidentifiedintheEM&CP.and any Existing procedures, SpillPreventionMeasures, SoilManagement Controls,Erosion andSedimentation Management Stormwater commencement ofconstruction, of willincludethe installation priortothe willbefollowed general proceduresthat above, asdiscussed In additiontothepropernotifications Pre-construction Activities publicrecord. librariesfor localandstate appropriate the activitiesandwillbeplacedat construction andinstallation EM&CP willbeprovidedtoallcontractorsinvolvedinProject measures.environmental protectionandmitigation The construction sequencedocumentwithanemphasison asa andControlPlan(EM&CP)istoserve Management the PoseidonteamwilldevelopandimplementaEnvironmental theNew As requiredby York Commission PublicServe State Environmental ManagementandConstructionPlan ElectricSafetyCode. and theNational HealthandSafety but notlimitedtoOccupational Association national, andlocalrequirementsstandardsincluding state with comply fully inplacethat programs safety management comprehensive have records ofitscontractorsandensurethey in turntheirsubcontractors. Poseidonwillverifythesafety and safetyfromitsexecutivesthroughtocontractors, and acommitmenttohealth anddemonstrate Poseidon willconvey process.priority duringtheconstructionandinstallation Heath, safetyandsecurityofthegeneralpublicwillbea Health, SafetyandSecurity 8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

There will be a construction supervisor on-board the Staging Areas and Access submarine cable installation vessel for the duration of the During construction, secure areas adjacent to or near cable installation activities. The supervisor will direct the the converter stations will be identified in the EM&CP for crews in their daily activities and coordinate material deliveries staging. The staging area will primarily be used for storing and handling in compliance with this document. Additionally excavated soil, construction equipment, cables, erosion and an environmental inspector will be on the submarine cable sedimentation control materials, and other materials pertinent installation vessel. In addition to general oversight, specific to the construction of the converter stations. tasks to be completed by the environmental inspectors include review of cable laydown coordinates and achieved burial Transportation of materials and equipment to the converter depths. areas will be completed with limited impact to the local communities. The power transformers will be delivered by Clean-up and Restoration rail or sea to the Long Island and New Jersey areas, then Upon completion of the installation work at each site, clean-up transported by truck to the converter station sites. and restoration activities will take place. Construction areas will be re-vegetated following construction to preclude erosion. HVDC Land Cable System An approved seed mixture will be applied to portions of the The HVDC land cables in New Jersey and New York will be construction areas that were disturbed but are not developed. directly buried in native soil by either horizontal directional drills Re-pavement and re-vegetation will take place during the first (HDD) to avoid sensitive environmental areas, and /or in duct seasonal opportunity after construction completion bank to be determined during the development of the EM&CP.

Converter Stations Construction of the HVDC land cable will be completed in two Construction of the Converter Stations will be completed in primary phases: (1) excavation and cable system installation; four primary phases: (1) site preparation; (2) assembly of and (2) site restoration. A monitoring and recording program foundations and primary structures; (3) equipment installation; will be implemented concurrent with both phases. and (4) site restoration. A monitoring and recording program will be implemented concurrent with all four phases. Site Construction Crews preparation involves placement of erosion controls and The construction crews for the land cable will consist of a excavation work. The assembly phase involves constructing the supervisor, equipment operators, laborers, and cable splicers. foundations and structural and facilities. Phase three involves Contractors and crews will be required to know and follow the installation and erection of electric equipment. the requirements of the Project EM&CP and health, safety and security program. Copies of the applicable permits will be Construction Crews provided to all contractors and be made available on site. The construction crews for the converter station sites will Staging Areas consist of a supervisor, equipment operators and laborers. During construction, several areas along the cable route Contractors and crews will be required to know and follow the will be used as staging areas. These temporary staging and requirements of the Project EM&CP and health, safety and laydown areas will primarily be used for storing excavated soil, security management system. construction equipment, cables, erosion and sedimentation control equipment, and other materials pertinent to the construction of the HVDC land cable system.

57 58 The Poseidon Project Securing Downstate Reliability, Repowering Long Island and special installation features. and specialinstallation route, landcable conceptual NewJersey distancesinmiles, portionsofthe presents thetwoprimary table The following New JerseyHVDCLandCable NYSDOT andotherjurisdictions, asappropriate. by willbeusedasspecified control devicesandservices Transportation therefore, (NYSDOT)rightsofway useoftraffic routewilluseNew proposed cable York Departmentof State reelsandconstructionequipment. ofcable consist mainly The areas. installation thecable for necessary The materials sensitive to theneighboringcommunityandenvironmentally constructionareaswillbecompletedwithlimitedimpact cable Transportation andequipmenttotheHVDCland ofmaterials Access andTraffic Control

2 1 Totals Portion ofRoute Landfall site Conrail ROWtoRaritanRiver ROW toConrail Deans ConverterStation New JerseyHVDCLandCablePortion Route Distance (Miles) 16.65 12.5 4.15

to schedules. track compliancewithallenvironmentalplansandadherence landscaping, andsitestabilization. The monitoringprocess will equipment cannotwork. includescleanup, Siterestoration burialinareaswhichlandfallandsubmarine complete cable process. beused to trenching/jettingtoolmay A shallowwater burial willbereplacedduringthecable dredged material area totheland. islaid,After thecable or excavated any systemthroughtheshallowwater used toinstallthecable and removalreplacementofrip-rap. is floatation Cable ofatrenchfrom thelandfallareatochannel,excavation controls,involves placementoferosionandsedimentation phases.concurrent withallfour procedure The excavation willbeimplemented A monitoringandrecordingprogram burial;and(4)siterestoration. (3)cable floatation; (2) cable phases: primary completed infour (1)landfallexcavation; Construction oftheShallow Water willbe /Landfallcable New JerseyLandfall 16feet. depth ofapproximately water to-landfall splicepointandcontinuetoanapproximate systems.submarine cable theland- at Constructionwillbegin The landfallareaistheinterfaceofHVDClandand HVDC CableLandfalls Installed Cable Length (Miles) 33.3 8.3 25

Installation Features 10 roadcrossings. toutilizerailroadROW, installation Cable NJ Turnpike).under ROW andonemajorHDD(0.1miles MillRoadand500kV inDavidson Located 8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

N Portion of Route Route Distance Installed Cable Installation Features (Miles) Length (Miles) 1 Wantagh parkway north to Southern Three bridge crossings. 7.2 14.4 State Parkway 2 Southern State Parkway East to Utilize parkway median. Bethpage State Parkway 3.65 7.30 3 Bethpage State Parkway to 3 road crossings remaining portion 3.25 6.50 Bethpage State Park utilizes parkway median. 4 138kV ROW located within the park Utilizes 138kV Transmission ROW. 2.40 4.80 to Spagnoli Road 5 138kV ROW located within the park Built in roadway. 0.8 1.60 to Spagnoli Road 6 Spagnoli Road HDD under route 110 HDD under Route 110. to Ruland Road 0.5 1.00 Converter Station

Totals 17.8 35.6

NEW YORK HVDC LAND CABLE PORTION and sealing of the HDD pipe. Site restoration includes cleanup, The following table abovepresents the primary portions of landscaping, and site stabilization. the New York land cable, associated distances and installation features. HVDC Submarine Cable System The submarine section is that portion to be installed beneath waters from South Amboy, New Jersey to Jones Beach on New York Landfall (Jones Beach) The Jones Beach Landfall is near a wildlife viewing area and Long Island. public beach and landfall will be accomplished using a HDD. The submarine cable system will be installed using a hydraulic Construction will be conducted in accordance with time of jetting or plow method. The jetting method fluidizes the year restrictions established by the New York State DEC to sediment at the sea floor allowing the cable system to settle protect wildlife impacts to the beach and wildlifes areas will be below the sea floor surface. The plow method utilizes a tool minimized to maximum extent practicable.Construction of the pulled by a cable installation vessel that displaces soil at the cable landfall at Jones Beach will be completed in four primary sea floor and employs a guide to place the cable system. Water phases: (1) directional drill and ream; (2) conduit installation; jets may be used to improve plow performance. Construction (3) cable installation; and (4) site restoration. The HDD methodologies will be finalized as part of the EM&CP procedure involves placement of erosion and sedimentation development. controls, excavation of an entry pit, and drilling under the beach and out to the cofferdam. Pull-back of the conduit Construction of the submarine cable will be completed using involves jointing the conduit and pulling the conduit into the a simultaneous lay and burial technique or a post lay burial drill hole. Cable installation involves the cable pulling process technique.

59 60 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Channel. section oftheroutefromSouth Amboy toeastofthe Ambrose bundledintheshallow water 22 milesofHVDCcables barge(CLB)willinstallapproximately laying The shallowcable Shallow Water HVDCCableSystemInstallation orimpedetrenchingoperations. mightendanger thecable that debris routecorridorisclearofany thesubmarine cable that campaign. laying commencement ofcable The PLGRwill verify within2-3weeksof and willbeundertakentypically aspecialistsubcontractor by This workwillbeperformed Pre-lay GrapnelRun(PLGR) cantilevered sheetpilewalling. bedesignedas may on thesoilconditionscofferdams JonesBeach,of theHDDexitat LongIsland. Depending andtheotherinlocation Amboy landingsiteinNewJersey shallbeconstructed;oneadjacenttotheSouth cofferdams installation. willbeconstructedpriortocable Cofferdams Two Cofferdam Construction each crossingwillbeidentifiedintheEM&CP. each individualutilityowner. andrequirementsfor The location Poseidonreacheswith and permits that crossing agreements inaccordanceto RockDumpingwillbeperformed The Pre-lay Pre-lay RockDumpingtoExistingUtilities(Provisional) amaximumof60feet). (approximately deeperwaters relatively 26mileslongandisin remaining sectionisapproximately the Ambrose Channel, 22milesinlength. approximately The landfalltoeastof depthfromtheNewJersey meters) water two distinctsections. A shallowsectionunder33feet(10 burialactivityisdividedinto andcable The installation Submarine InstallationSummary and anumberofexistingutilities. shippingchannels and includesthecrossingof3navigation/ 48miles The submarinesectionoftherouteisapproximate theProject’s for methodology system. HVDCsubmarinecable installation offshore This sectionoutlinesthepreliminary available onthevessel.available permitswillbeprovidedtoallcontractorsand and applicable and health, safetyandsecurityprogram. CopiesoftheEM&CP therequirementsofProjectEM&CP to knowandfollow laborers, anddivers. Contractorsandcrewswillberequired consist ofmarinevesseloperators, equipmentoperators, will theHVDCsubmarinecable The constructioncrewfor Construction Crew eachcrossingwillbeidentifiedintheEM&CP.requirements for rock bermsontopofthebundledcables. and The location constructing the existingutilitycrossingswillbeprotectedby andburialoperations laying After completionofthecable Post-lay RockDumpingtoexistingUtilities(Provisional) the submarinesystemcanbeperformed. bracing. testof removed a finalcable With boththecofferdams andremovingallsheeting fillmaterial with theexcavated involvesbackfillingthecofferdams Completing thecofferdams Cofferdam Reinstatement sled toadepthof4feet. buriedusingajetting willbesimultaneously section thecable Jones Beachlandfallwillcommence. As withtheshallow towards fromthe22milelocation operations laying cable and willbelaiddownontheseabed Once completethecable will thenpositionitselftocommencejointingoperations. the shallowsectionwillbetransferredtoCLBandCLV location. Uponarrival, mentioned, aspreviously for thecable theprojectpriortotransitsite for load theentirecable Laying The Cable Vessel (CLV) willfirsttransittoKarlskrona Deep Water HVDCCableSystemInstallation requirement is12feetbelowtheauthorizedchanneldepth. shippingchannelwherethe acrossthenavigation/ cables the barge. the tobury The jettingtoolwillalsobecapable from shipping channelsusingahydraulicjettingtooloperated maintainednavigation present bottomoutsideoffederally willbeburiedtoadepthof4feetbelowthe The cables 8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Staging Area Transmission system tests will include certain performance All material for the construction of the HVDC submarine verification tests to confirm compliance with the Project’s cable system will be transported and stored aboard the cable technical specification. installation vessel. When necessary, the cable installation vessel will maintain its position in an area that minimizes Commercial Operation disruption to marine traffic. Commercial operation is incorporated in the Operations Plan discussed further in Section 8.9

Community outreach plans Community support is essential to the success of the Poseidon project in Long Island and in New Jersey.

To communicate the reliability, economic, and environmental benefits of the Poseidon Project, to understand and address the concerns of the communities and constituencies on Long Island and in New Jersey, to ensure that planning and construction goes smoothly, and to make certain that Deepwater HVDC cable ship the project has broad public support, we will develop a Access comprehensive outreach, listening, and communication The HVDC submarine cable system will be shipped by freighter initiative. or directly on the installation vessel. If shipped by freighter, the cables will be transferred to the installation vessel at a Proper timing is vital to our success. We will begin our New York or New Jersey port. If the cable system is delivered efforts very early in the development process to make sure directly by the installation vessel, it will sail directly from the that key stakeholders are aware of our plans and community cable manufacturer’s facility directly to the submarine area issues are identified and then gradually broaden and deepen with all necessary equipment and materials to complete the our initiative as development plans become more defined. Submarine cable installation. In either case, there will be no Poseidon plans outreach efforts through meetings with key major impact to the surrounding marine community. government, civic association, school district, business contact group and stakeholder organizations to discuss the proposed Project Commissioning project. Face-to-face meetings are vital. And as electronic Project commissioning will consist of sub-system testing and media have become more important, we will also make sure equipment energization tests at each converter station and that a significant component of our outreach listening and the HVDC cable system site tests in preparation for converter communication effort includes these resources, as well as station terminal tests, and transmission system tests. traditional methods telephone, mail, brochures/fliers, and group and individual meetings. The commissioning program will be closely coordinated with The Anbaric member of the Poseidon development team the local utilities, PJM and NYISO. For terminal tests and already has worked on community outreach initiatives transmission system tests, power profiles and procedures will in central Long Island, in northern New Jersey, and in circulated for approval prior to actual tests. communities along the Raritan River in connection with the Neptune and Hudson Transmission Projects. Based on those experiences and our understanding of how those areas

61 62 The Poseidon Project Securing Downstate Reliability, Repowering Long Island those concerns may beaddressed.those concernsmay Duringpermittingand concerns –largeandsmall and determinewhetherhow their isplannedandwewilllistentothemabout what interaction isadialogue: stakeholdersabout wewillinform ofitsprojectedconstructiontimetable.and apprised This aware oftheProject group is significantstakeholder every business, andnot-for-profit tomakesure that organizations Island andNewJersey’s governmental, civic, community, During theplanningphase, PoseidonwillreachouttoLong • • • • • • Our methodswillinclude: include: initiative communication are evolving, goalsofacommunityoutreach, listening, and • Building support for projectobjectives. • Buildingsupportfor • local Addressing concernsandquestionsposed by andreceive aregularprocesstocommunicate • Establishing tolocalstakeholdersonproposed • Providinginformation andidentifyingpossible stakeholdersearly • Meetingkey insure access and availability toallinterestedparties. insure accessandavailability a localpresenceduringtheplanningphaseto Establishing and organizations; tomeetwithcommunity Sending Poseidonrepresentatives additional information, andadirecte-maillinktoPoseidon; theprocess,news about canprovide that linkstogroups anddisseminating technology and othercommunication Securing publicinputthroughtelephone, e-mail, website, address projectdevelopments, details, plansandbenefits; that brochuresand/orwebpages Preparing andupdating email, electroniccommunications; andappropriate projectdevelopmentsthroughnewsletters,about mailings, tothecommunity andnotifications Issuing broadupdates and developmentprocess; milestonesintheplanning Holding publicmeetingsbefore stakeholders; and comment andfeedback; information, includinguser-friendly public mechanismfor technology, routes, andenvironmentalimpactsbenefits); project (benefitstocommunity, description, location, concerns; NY League of Conservation ofConservation NY League Voters ResourcesDefenseCouncil Natural Long IslandNewsday Long IslandBuilding Trades Island Association Long Route 110RedevelopmentCorporation Huntington Township ChamberofCommerce Four TownsCivic Association TriangleCivic Association Half HollowHills Sweet HollowCivic Association Town ofHempstead Town ofOysterBay Town ofHuntington Nassau Countyrepresentatives Countyrepresentatives Suffolk New York Leaders Legislative State New York ExecutiveBranch(Governor’s State office, PSC, DEC) New YorkSt Middlesex CountyBoardofChosen Freeholders UpendraChivukula,Assemblyman chair Assembly Lesniak, Ray Senators EconomicGrowth chairSenate CraigCoughlinandJohn Assemblymen Wisniewski Joseph Senator State Vitale Board ofPublicUtilitiesPresident NJ DepartmentofEnvironmentalPreservation ofGovernor ChrisChristieandLt.Staff Gov. KimGuadagno New JerseySt Below we identify major groups weexpecttocontact. Below weidentifymajorgroups arise. may problemsorconcernsthat any logistics, timetables, of weareaware andtomakesurethat goals, about wecontinuetokeeptheminformed sure that construction, wewillremainincontactwithstakeholdersmake (Senators, membersfromcentralLongIsland) Assembly Telecommunications andUtilitiesCommittee Committee and Energy Committee, andBobSmith, Environment chair Senate Commissioner BobMartin akeholder Groups: akeholder Groups: 8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

Hon. Fred Henry, Mayor of South Amboy almost 200,000 MW HVDC transmission capacity in operation Hon. Wilda Diaz, Mayor of Perth Amboy or under construction in some 170 projects around the world. South Amboy Business Association ABB has been entrusted with orders for around 90 of these Main Street South Amboy projects with an installed transmission capacity of about New Jersey Business and Industry Association 120,000 MW. Newark Star Ledger New Jersey Spotlight (www.njspotlight.com) Other contractors experience NJ Large Energy Users Coalition Poseidon has assembled a highly skilled team of experts, New Jersey Locals – especially in the Trades most of whom have worked together with one another on the Sierra Club, NJ Chapter Neptune and Hudson Transmission projects. Together they NJ Environmental Federation have successfully worked together in developing the most Environment –New Jersey technically challenging and complex regulatory projects in New York/New Jersey Baykeeper the United States. They have a demonstrated ability to bring projects together on schedule and on budget.

Equity and debt financing plans ESS Group, Inc. The Project consortium expects that equity will be provided by ESS Group, Inc. has over 15 years of experience in planning, Exelon upon NYPA’s award pursuant to this RFP. permitting, and constructing near-shore and offshore submarine cable systems in the Northeastern US. This Both Anbaric and Exelon are experienced in raising debt experience, combined with their well respected reputation financing – Poseidon will secure an experienced financial with regulatory agencies, has resulted in a 100% permitting advisor. success on every submarine cable project ESS has worked on in this region since 1995. In addition to its other relevant EPC Contractor experience consulting capabilities, ESS specializes in submarine cable ABB is the largest supplier of industrial motors and drives, the project planning, permitting, and construction. They have largest provider of generators to the wind industry, and the successfully permitted over 10,000 MW and 200 miles of largest supplier of power grids worldwide. A list of HVDC Light high voltage submarine electric transmission cable systems reference projects totaling 20 worldwide has been provided as in the Northeastern waterways, including transmission cables an attachment. connecting New Jersey and New York.

The company's North American operations, headquartered in ESS is an environmental engineering and consulting firm Cary, North Carolina, employ about 20,000 people in multiple with offices in East Providence, Rhode Island, Waltham, manufacturing, service and other major facilities. Massachusetts, and Norfolk, Virginia. They provide comprehensive environmental consulting to address a variety ABB has been selected as the EPC contractor. ABB delivers of environmental media and regulatory program requirements. advanced systems for efficient electric power transmission ESS routinely performs siting and routing studies for submarine and distribution. Within ABB AB, Power Systems has a unit power transmission systems using desktop reviews of existing dealing with HVDC projects, and another unit dealing with data and on-the-water field investigations. ESS also provides high voltage cables, both units covering from conception engineering design for upland transitions and installations to delivery, including all the activities such as engineering, involving jet plow embedment, dredging, and horizontal manufacturing, erection, and commissioning. There is a total of directional drilling.

63 64 The Poseidon Project Securing Downstate Reliability, Repowering Long Island participants in all aspects of the electric power industry inNew participants inallaspectsofthe electricpowerindustry Firm,The DaxLaw P.C. of Albany, New York advises The DaxLawFirm,P.C PJM. applications, bothNYISOand includingcustomizedsoftwarefor and complex powersystemsprograms software for Further, developedproprietary PowerGEMhasinternally projects.proposing merchanttransmissionorgeneration transmission ownersinbothareas, aswelldevelopers interconnection andplanningstudies, theareaISOs, for York. PowerGEMhasconductedmultipleprojects, including inbothPJMandNew practices andproceduresfollowed familiar withthetransmissionstudy PowerGEM isintimately industry. energy unregulated RTOs, and inboththeregulated andcompaniesparticipating toISOs,combined yearsofexperienceprovidingtheseservices simulation, systemplanning, andmarketanalysis, withmany tomarket related combined softwareandconsultingservices morethan25years, for power systemengineering providing tools. of beenontheforefront PowerGEMprincipalshave and economicimprovements, andpowersystem simulation technology, reliability thetransmissionplanningprocessfor PowerGEM hasextensiveexperiencewithtransmission markets. & technicalimpactsoftransmissionincompetitiveelectricity ontheeconomic practical consultingandsoftwareservices but in2000withthegoalofprovidinginnovative was founded andplanning. analysis in transmissionperformance PowerGEM firm, decadesofexperience having with11professionalstaff transmission analysis, consulting, andsoftwaredevelopment &Markets)isaleading PowerGEM (PowerGridEngineering PowerGEM areas, service related within many andscience anddeliverengineering tomanage in-house ability compliance andpost-constructionmonitoring. ESShasthe development toimpactassessmentthroughenvironmental ESS’s involvementinprojectsvariesfromconcept fullservices • • • • • projects aroundtheworld, including:’ sourceconverter ofthesignificantvoltage in many participated projects fromtwoofthethreeHVDCvendors. PSChas commissioning, supportof andoperation VSC technology specification, designreview, projectmanagement, technology. beeninvolvedinthe PCSpersonnelhave sourceconverterHVDC Poseidon hasselectedvoltage telecommunications. systems,auxiliary convertercontrols, converterprotections and interfaces,AC grid equipment, converterstation primary aspectofanHVDCproject,PSC coversevery includingthe systems. landandsubmarinecable and HVDChighvoltage converters,commutated sourceconverters IGBTbasedvoltage transmission systems. This includesthyristorbasedHVDCline installation, commissioningandmaintenanceofHVDC the specification, design, projectmanagement, operation, PSC’s extensiveexpertisein teamofHVDCspecialistsoffer Europe and Asia, globally. hasover145staff The company across theglobewithofficesin Australia, NewZealand, USA, industry, onHVDCtransmission. withafocus PSCworks electricity totheinternational consultancy andsupportservices in1995toprovideengineering PSC wasestablished PSC NorthAmerica Hudson TransmissionProject. process, includingtheNeptune Transmission Projectand andfederalpermittingenvironmentalimpactreview State guidedsimilarprojectsthroughNew and hassuccessfully York York andenvironmentalcompliancematters inregulatory State Cross Sound Cable (330MW,Cross SoundCable 39kmsubmarinecables, Australia, 2002 (220MW,Murraylink 177kmlandcables, ±150kV)– Australia, 2000 Directlink (3x60MW, 60kmlandcables, ±80kV)– Sweden, 1999 Gotland (50MW, 70km, landcables, ±60kV)– Denmark, 2000 Tjaereborg (7MW, 4.3km, landcables, ±9kV)– 8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

±60kV ) – USA, 2002 similar size. Energy will be transmitted from PJM through • Estlink (350MW, 105km, submarine/land cables, ±150kV) – underground and undersea environmentally-safe electric Estonia to Finland, 2006 cables utilizing parkways and Right of Ways that already • Trans Bay Cable (400MW, 85km, submarine cables, exist. No new transmission towers will be required. By ±200kV) – USA, 2010 doing so the project provides the social benefit of minimal • Borwin 1 (400MW, 200km, submarine cables, ±150kV) – impact on the limited vacant property on Long Island for Germany, 2012 communities, business, and education institutions. • Caprivi (300MW, 950km, overhead line, 350kV) – • Because there is no fuel requirement, no fuel oil storage is Namibia, 2010 required as would be the case with conventional generating • East – West Interconnector (500MW, 261km, submarine/ resources along with the associated pipelines, barges land cables, ±200kV) – Ireland to Wales, 2012 and trucks required to deliver the fuel. This provides • Mackinac (200MW, back-back, 70kV ) – USA, 2014 additional protection to the Long Island aquifer which is the only source of water to the residents of Long Island. In Community benefits addition, a conventional generating facility would require The Poseidon Project offers significant benefits to New York the consumption of large quantities of natural gas. By ratepayers, to the residents and businesses surrounding consuming no fuel this facility will allow that gas supply to be the Deans Substation in Middlesex County, to ratepayers in used by residents and business owners ensuring long term northern New Jersey. supply and helping to retire older oil fired heating systems. No new smoke stacks will pollute the visual resources on The benefits include: Long Island. • Ratepayer savings estimated at more than $53 million • Jobs will be created requiring highly skilled local labor annually. during the construction phase as well as permanent jobs • Access to a diverse source of energy from the PJM market. during commercial operation providing for the daily operation • Access to low cost energy benefitting consumers and and management of the project. The workforce for project the New York economy. Energy from PJM has historically construction will be recruited from the ample local labor been lower than Long Island because of the lower cost of supply. It is anticipated that over 300 local jobs will be construction and diversity of fuel supplies. created directly as a result of Poseidon's construction work • Substantial electric reliability benefits are achieved because on Long Island, which are part of the 3,600 jobs that will of the strategic location of this resource at the Ruland Road be created directly and indirectly as a result of Poseidon's substation. This substation is located in the heart of the construction work. load center on Long Island’s Zone K. This combined with • The project anticipates paying PILOTs to local towns, school an interconnection to PJM eliminates the failure of a single districts and other taxing agencies. PILOTs are anticipated to source supply that such as a generating facility. be similar in nature to those provided by the Neptune project • Because this facility is extremely reliable, (lower forced and provide a direct community benefit. outage rates, higher availability than a conventional generator) it provides more delivered capacity reducing the requirement for new generation and reduces the utilization of exiting older facilities. This results in higher reliability and lower costs to the benefit New York’s customers • Minimal Impact on Long Island foot print. The facility requires a fraction of land required to build a generating resource of

65 66 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Site controlst • • • in NewJersey. Recentexperienceincludes: projectsonLong Islandand comparable for similar agreements PILOTsand negotiated recently Anbaric anditspartnershave As partofdevelopingtheNeptuneandHudsonprojects, towns, localschooldistrictsandspecialtaxingjurisdictions. transmission facility. willinvolvemunicipalities, Negotiations inLieuof Payments Taxes theproposed (PILOTS)for The PoseidonProject’s developmentteamwillnegotiate Taxes and/orPILOTagreements buildings. easementrightswithFederal, Itintends tonegotiate andstorage facilitiesandrequiredservice attachment theprojectowned for land leaseorpurchaseagreements andintendstoacquire orenterinto to theDeanssubstation adjacent propertywhich willhosttheconverterstation for Poseidonhasexecutedanoptionagreement In NewJersey cable. of boththeburiedandsubmarineportionsofHVDC installation rights withFederal, andlocalofficials, State andLIPAfor the buildings. andstorage service easement Itintendstonegotiate facilitiesandrequired theproject ownedattachment for to acquireorenterintolandleasepurchaseagreements andintends neartheRulandRoadsubstation converter station theproposed for and allbutexecutedanoptionagreement In New York terms onpriceandotherkey Poseidonhasagreed municipal roadway. anduseofa the Hudsonback-to-backconverterstation addresses taxesandfeestobepaidtheBoroughfor Borough ofRidgefield, comprehensively that NewJersey For theHudsonProject, aDevelopment withthe Agreement station. revenue streamtotheBoroughfromNeptuneconverter Borough ofSayreville, toprovidealong-term NewJersey For theNeptuneproject, aPILOT withthe Agreement isrouted. through whichtheNeptunecable toothermunicipalities Hempstead andannualpayments totheinvolving communitybenefitpayments Town ofNorth the NassauCountyIndustrialDevelopment Authority For theNeptuneproject, aPILOT through Agreement a tus andplnsforobt aining sitecontrol and their associated contracts.and theirassociated ofvendors recordsandfilesmanagement of thecompany withbudgettracking,Manager andmaintenance establishing andassisttheO&M duties toprocessaccountspayable issues, andexpenseaccountmanagement, payroll accounting ofhumanresources Specific dutieswillincludemanagement asneeded. andO&MSupervisor and willassisttheEngineers The willbeadirectreporttotheO&MManager,Administrator Administrator positions. themanagement Poseidon andsharing24/7on-calldutiesfor reporting,regulatory oftheOATI management /OASISfor reporting, riskmanagement, insurancerenewal andreporting, Additional dutieswillincludeannualbudgets, management responsibilitiestotheO&MManager.business andoperation today theday The OPCOLLCboardofdirectorswilldelegate O&M anager ofthevariouspositionsisprovidedbelow.brief explanation chartisshownonnextpage.The OPCOLLCorganization A andregulations. laws governanceandallapplicable withinthecorporate operation toinsure theOPCOLLCstaff guidelines willbedevelopedby compliance tothegovernance. Policies, proceduresand governanceandmanage corporate directors willestablish the parentcompany. aboardofdirectorsat by The boardof and maintainthePoseidonassets. OPCOLLC willbemanaged willmanage,internal andexternalresourcesthat plan, operate OPCO LLC’s of personnelandresourceswillbeacombination tobetheO&MresponsibilityofPoseidon. areagreed that directinterconnectassets HVDC transmissionsystemandany andmaintenance(O&M)ofthe theoperations to perform willholdthepersonnelandotherresourcesrequired LLC) that (OPCO company alimitedliability Poseidon planstoestablish Poseidon andContractorResources out Opera both theburiedandsubmarineportionsofHVDCcable. andlocalofficials,State of for theinstallation PSEGandConrail age timframes) tions Plan(e.g.,maintennceschedule, 8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

OPCO LLC Poseidon, OPCO LLC Organization Chart

O&M Manager

Administrator Engineer Controls & Protections O&M Supervisor

Engineer Maintenance Compliance Technicians (4)

Engineer 24/7 Operators (5) Main Circuit (12-Hr Shifts)

Engineer, HVDC Controls and Protections This position would have the responsibility for oversight of Engineer, Compliance the HVDC controls, protections, telecommunications and IT This position would have the responsibility for oversight systems. Duties include supporting the O&M Supervisor with of compliance with NERC, occupational health and safety, maintenance planning and fault tracing, project management security, environmental and other conditions agreed to in the of repairs or replacements, condition assessment and permits. Duties procedures to stay current with compliance replacement planning, periodic audits of the O&M records items, perform periodic audits of the O&M work methods and for compliance, training O&M staff on new equipment and records for compliance and sharing 24/7 on-call duties for the revised procedures and sharing 24/7 on-call duties for the management positions. management positions. O&M Supervisor The O&M Supervisor will manage the scheduling and work Engineer, HVDC Main Circuit This position would have the responsibility for oversight of methods of both the 24/7 operators and the maintenance the HVDC converter main circuit equipment (high voltage technicians. Duties include management of the 24/7 shift equipment, power electronics, auxiliary power, cooling systems, and on-call schedules, establish and maintain switching and building support systems) and the HVDC cable system. Duties tagging procedures, establish and maintain 24/7 operator include supporting the O&M Supervisor with maintenance procedures and records, establish and maintain a maintenance planning and fault tracing, project management of repairs tracking system, establish and maintain any common operating or replacements, condition assessment and replacement instructions required by the interconnection agreements, planning, periodic audits of the O&M records for compliance, establish a training system for O&M employees, act as a 24/7 training O&M staff on new equipment and revised procedures operator for back-up and share 24/7 on-call duties for the and sharing 24/7 on-call duties for the management positions. O&M positions.

67 68 The Poseidon Project Securing Downstate Reliability, Repowering Long Island helicopter service, fireprotection, HVAC maintenance, site applications, management suchasvegetation services for localcontractingisanimportant resource O&M supportby additions, maintenance. scheduled maintenanceandforced assistancewith futurecapital with theseEPCcontractorsfor plans toarrangelong-term, after-sales supportagreements (engineer-procure-construct) typecontracts. OPCOLLC EPC andtransmission lineassetswillbeprovidedby station contractors. The majorityofthe AC substation, HVDCconverter critical for agreements withservice the O&Morganization the majorityofO&Mtasks. OPCOLLCplanstosupplement OPCO LLC’s tohandle willbeestablished O&M organization Contractor Support services. filings,services, andriskmanagement regulatory legalservices oversight viaaboardofdirectors, accounting andfinancial OPCO LLC’s would providemanagement parentcompany Parent CompanySupport andshareon-call. of workinggrounds of failedequipment, switchingandtagging, installandremoval adjustments, equipmentfaulttracing, removalandreplacement replacement ofconsumables, and periodiccalibrations ofmaintenanceactivities,include documentation inspections, maintenancetechnicians.activities willrequirefour Dutieswill be covered24/7. maintenance The scheduledandforced willneedto maintenanceeventsthat be occasionalforced inspections, adjustmentsorreplacements. There willalso requiredaily,plans that weekly, monthly, andannual quarterly scheduledmaintenance willhave The converterstations Maintenance Technicians operations.for andshare24/7on-call duties switchingandtagging perform andscheduledoutages,local controlauthorityduringforced logs,operating maintenance, documentingfaultsfor actasthe operation, duringsteadystate voltage recordingitemsinthe therealpower,and executingordersfor reactivepowerand hours.cover theannualoperating Dutieswillincludetaking Poseidon.to operate willberequiredto Five24/7operators One, each12-hourshift willberequiredfor 24/7operator 24/7 Operators Some equipment may requiremaintenance betweenthe Some equipmentmay totheinterconnected be outages AC networks. 31,through May withperiods wheretherewill orcoordinated periods, off-peak willbeplannedfor require outages Oct 1 maintenance personnel. All annual maintenanceactivitiesthat toprovidesafeworkaccess will requireshortoutages highvoltage.at Annual maintenanceonthisequipment energized isusually inspections willinvolveequipmentthat operating. Someannualmaintenanceactivitiesandequipment systemare andcable while theconverterstations performed canbe includes someregularinspectionsandadjustmentsthat during normaloperations.performed Annual maintenance canbe that redundant systemandequipmentservicing inspectionsand maintenance includesregularstation as partoftheEPCcontractor’s documentation. Periodic A periodicandannualmaintenanceguidelinewillbeprovided 98%. of annualavailability spare partsstocktomeetanaverage designed, built, commissioned, operated, maintainedandhave systemwillbespecified, andcable The HVDCconverterstation Maintenance PlanningandScheduling inNewJersey.converter station the at roomwillbeestablished A backup24/7operations onLongIsland. the converterstation roomat 24/7 operations andtheprimary theOPCOLLCstaff OPCO LLCplanstolocate andBackup24/7OperationLocations. Primary tools. withtheappropriate therepairedcable and bury cable, ontotheseabed lowertherepairedsubmarinecable toretrieveandrepairthesubmarine marineplatform a stable repair,with submarinecable theequipmenttoprovide have submarine powercable, divingpersonnelexperienced have andpinpointfaultsonanHVDC tolocate ability demonstrated coordinates,equipment withthesubmarinecable has hasnavigation contractorthat with aUSbasedmarineservice agreement marinesupportservices OPCO LLCwillestablish withtheselocalcontractors. agreements service establish service, waste disposalandlandscaping. OPCOLLCwill security, ITsupport, cranesandriggers, vehicleandmachinery 8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

annual periods. Non-critical maintenance will be scheduled for Status in the PJM Interconnection Status off-peak periods or combined with the next scheduled annual Poseidon currently is in the PJM interconnection process maintenance outage when possible. Occasionally, there could identified as X1-078. The Feasibility and System Impact be problems of a critical nature that will require an immediate Studies (SIS) were completed on and November 2011 and forced outage. February 2013 respectively. The following is an excerpt from the most recent SIS: The EPC contractor maintenance schedule requires approximately 72 hours of outage time per year for annual Network Impacts preventive maintenance. These hours are usually scheduled The Queue Project #X1-078 was studied for 525 MW of firm during one or two scheduled outages per year during the off- withdrawal rights along with the proposed AC/DV converting peak period, Oct 1 through May 31. station at the Dean 500 kV substation in the PSEG area. Project #X1-078 was evaluated for compliance with reliability Fuel supply plans for gas and liquid fuels including gas system criteria for summer peak conditions in 2015. Potential network interconnections and gas system upgrades made or required impacts were as follows: None required Generator Deliverability (Single or N-1 contingencies for the Capacity portion only of Electric interconnection points The Long Island Point of Interconnection (“POI”) will be on the interconnection) the Long Island Power Authority (“LIPA”) 138 kV Ruland Road No Violations Identified Substation in Huntington NY and the New Jersey POI will be Multiple Facility Contingency the PSEG Deans 500 Kv substation in South Brunswick NJ (Double Circuit Tower Line, Line with Failed Breaker and Bus Fault contingencies for the full energy output) Status in the NYISO Interconnection Process No Violations Identified Poseidon currently is in the NYISO interconnection process Contribution to Previously Identified Overloads identified as as Q-363. The Feasibility Study was completed (This project contributes to the following contingency overloads, on September 10, 2012. The following is an excerpt from the i.e. "Network Impacts", identified for earlier generation or Executive Summary portion of the Feasibility Study: transmission interconnection projects in the PJM Queue) No Violations Identified The study shows that: Short Circuit • Q363 does not cause new overloads or exacerbate existing (Summary of impacted circuit breakers) overloads that cannot be managed through generation No overdutied circuit breakers were identified redispatch as allowed under the Minimum Interconnection Steady-State Voltage Requirements Standard. (Summary of VAR requirements based upon the results of the • Q363 does not cause new voltage violations or significantly steady-state voltage studies) exacerbate existing violations that cannot be managed To be determined through generation redispatch as allowed under the Stability and Reactive Power Requirement Minimum Interconnection Standard. (Summary of VAR requirements based upon the results of the • The impact of Q363 on short circuit levels is not expected to dynamic studies.) require replacement of any circuit breakers. To be determined The project began the process for completing the next Phase, New System Reinforcements System Reliability Impact Study (SRIS). The SRIS work scope is (Upgrades required to mitigate reliability criteria violations, i.e. awaiting NYISO Operating Committee approval. Network Impacts, initially caused by the addition of this project generation)

69 70 The Poseidon Project Securing Downstate Reliability, Repowering Long Island E began onMarch8, inprogress 2013andiscurrently The projecthasnowenteredtheFacilitiesStudyPhasewhich wereidentified. violations resourcesinthearea, energy As aresultoftheaggregate no withtheoverloadedelement(s)identified.associated will beperformed, whichwillstudyalloverloadconditions Transmission InterconnectionRequest, asubsequentanalysis theconditions listedinthissection. fixingonly by Witha thisproject for ofenergy There isnoguaranteeoffulldelivery overloaded conditionsarelisted. themostseverely Only submitting aMerchant Transmission Interconnectionrequest. theirdiscretionby restrictionat theoperational to eliminate study. The developercanproceedwithnetwork upgrades restrictionstotheprojectunder toresultinoperational likely interconnection request. problemsidentifiedbeloware Any portionofthis oftheenergy PJM alsostudiedthedelivery PortionofInterconnectionRequest ofEnergy Delivery None theImpactStudy) andreportedfor be calculated costresponsibilitywhichwill a%allocation have project may thisproject.additional contributiontooverloadingby This priorQueuepositionswith causedby (Overloads initially IdentifiedSystemReinforcements Contribution toPreviously None monitor these concerns in New Jersey and in New monitor theseconcernsinNew Jersey York. reflects noenvironmentaljustice issues. We willcontinueto review ofthecommunitiesinvolvedwithPoseidon’s route ofNewJersey. theState PEJA for designate A preliminary Department ofEnvironmentalProtectiondoesnot New Jersey inHuntington, fromtheconverterstation away New York. The determination. 1mile The nearestPEJAisapproximately System(GIS)tomakethis Information utilizing aGeographic fromNYSDEC data available route wascomparedtopublicly (NYSDEC).of EnvironmentalConservation The proposed Areas (PEJA), New by asmapped York Department State PotentialEnvironmentalJustice does notencroachonany systemroutewithinNew The proposedcable York State nvironmental JusticeIssues Cancellation Provisions None required the generationsourcetointerconnectionpoint electrictransmissionfacilitiesfrom Plans foranynecessary

8.9 Proposed Resource(s) Development Plans and Schedule The Poseidon Projec

t Securing Down

s tate

R eliability,

R epowering

L

ong

Is lan

d

71 72 The Poseidon Project Securing Downstate Reliability, Repowering Long Island The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.10 Environmental Review Permitting plan for the Project Installation of the submarine cable, land cable and converter stations requires regulatory permits be obtained from the US Army Corps of Engineers (USACE) in consultation with its cooperating agencies (USF&WS, NOAA Fisheries, USCG, etc.), the State of New York, and the State of New Jersey. Poseidon has retained ESS Group, Inc. as its environmental and regulatory permitting consultant. ESS’ experience has also shown that those projects that provide complete and comprehensive information to support the permit applications generally receive more expedient reviews than those that provide minimal information and continually supplement the record with more information when requested to do so. This is also the most effective way to be proactive on project advocacy and technical review with the range of public stakeholder interest review.

73 74 The Poseidon Project Securing Downstate Reliability, Repowering Long Island A listingofallenvironment Agency (New YorkDistrict) US CorpsofEngineers Army Department of TransportationDepartment Office ofGeneralServices Preservation Office ofParks, Recreation, andHistoric Department ofState Department ofPublicService York ofNew Independent SystemOperator al, regu Individual Permit Highway Work Permit WorkHighway UtilityEasement Underwater Construction Permit HistoricPreservation National Act Review/Approval underSection106ofthe Certification Consistency Coastal ZoneManagement Plan andConstruction Environmental Management 401 Water QualityCertification Public Need and ofEnvironmentalCompatibility Certificate Interconnection Agreement Facilities StudyandCost Allocation ImpactStudy System reliability Feasibility Study Submittal ofInterconnectionRequest Consent tor y andotheragency/municip New York Federal al permitsndpprov construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied Joint Application construction To priorto andapproved for beapplied construction To priorto andapproved for beapplied Completed Completed Completed Status als 8.10 environmental review The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

New Jersey PJM Submittal of Interconnection Request Completed Feasibility Study Completed System reliability Impact Study Completed Facilities Study and Cost Allocation In Progress To be applied for and approved prior to Interconnection Agreement construction Waterfront Development Permit Joint Application Dredging & Dredge Material Disposal Permit To be applied for and approved prior to Freshwater Wetlands Permit construction To be applied for and approved prior to CAFRA Individual Permit construction To be applied for and approved prior to Tidelands One-Fee Utility License construction To be applied for and approved prior to Coastal/Tidal Wetlands Permit construction To be applied for and approved prior to 401 Water Quality Certification construction To be applied for and approved prior to Federal Consistency Determination construction To be applied for and approved prior to Department of Environmental Protection Construction Activity Stormwater Permit construction Review/Approval under Section 106 of the To be applied for and approved prior to NJ Historic Preservation Office National Historic Preservation Act construction To be applied for and approved prior to NJ Department of Transportation Highway Occupancy Permit construction To be applied for and approved prior to NJ Turnpike Authority License to Cross construction Local

Township of South Brunswick, New To be applied for and approved prior to Jersey, Planning Board Site Plan Approval construction

75 76 The Poseidon Project Securing Downstate Reliability, Repowering Long Island we will establish a web site to make these documents publicly available. awebsitetomakethesedocumentspublicly we willestablish SEQRA/environmentalreviewdocumentsandstudies, toaccumulate As thePoseidonProjectbegins studies ha A listofallstudiesth Noise Assessment Study Noise Assessment Aesthetic and Visual ResourceStudy Wetlands Study Essential FishHabitat Assessment Risk Assessment Environmental FieldStudy Electromagnetic &EndangeredSpecies Threatened Assessment Study Sediment Transport Analysis ResourceStudy Biological Geotechnical Program Historic, Culturaland ResourceEvaluation Archaeological Geophysical Survey Design Converter Station SystemDesign Cable RoutingEvaluation Cable Study ve beencompleted,whichareinprogressndnotyetst t arequiredwithrespecttollConsents,identifyingwhich In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress In Progress Status arted The Poseidon Projec t 8.11Section Pri cTiingtle Securing Down

s tate R eliability, R epowering L ong Is lan d

Contains Confidential, Proprietary, and Trade Secret Information 77 78 The Poseidon Project Securing Downstate Reliability, Repowering Long Island Pricing (in$/kW-month forcapacity) 8.11.2 T r a ns P m oseidon ission for P 500MW roject T ransmission

of C apacity T ariff

Contains Confidential, Proprietary, and Trade Secret Information

.

8.11 Pricing The Poseidon Projec

t Securing Down

s tate

R eliability,

R epowering

L ong Is lan

d

79 80 The Poseidon Project Securing Downstate Reliability, Repowering Long Island T er (6/1 –5/31) PLANNING YEAR PHYSICAL CAPACITY SALE PHYSICAL ENERGYSALE m S heet

Offer ($/mwh) ALTERNATIVE 1

(6/1 –5/31)continued YEAR PLANNING

ALTERNATIVE 2

Offer ($/mwh)

8.12 Contract Exceptions The Poseidon Projec t 8.12 Contract Exceptions Securing Down

s tate FIRM TRANSMISSION CAPACITY PURCHASE AGREEMENT (FTCPA) R

eliability,

R

epowering

L ong

Is

lan

d

Deviations and Exceptions Statement

Contains Confidential, Proprietary, and Trade Secret Information 81 82 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 8.13 Halting Costs The Poseidon Projec t 8.13 Halting Costs Securing Down Halting mechanism expenses to date ($Million)

s

tate R eliability,

8.13.1 Halting Cost Caps

R epowering

L ong

8.13.2 Cancellation clauses Is lan

d

Contains Confidential, Proprietary, and Trade Secret Information 83 84 The Poseidon Project Securing Downstate Reliability, Repowering Long Island

8.14 Other Requirements The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.14 Other Requirements easement and right of way requirements NYISO interconnection materials In New Jersey, we will require an easement to use either a We attach the Poseidon Merchant Transmission Project utility ROW or a local route from the converter station to the (Q-363) Final Feasability Study in Volume 2 as an attachment Conrail ROW, a license to use the Conrail Amboy Secondary to Section 8.14. ROW, and an easement to use county or town roads from the point where the Conrail ROW terminates to the Raritan or the Atlantic. The Poseidon development team is negotiating easement or license agreements to secure access to the appropriate ROWs with the private entity and the governmental units who have title to the corridors we will use. We have identified a preferred and an alternate path.

Similarly, in New York, we will need easements from the shore to the converter station. We have begun conversations about securing easements with governmental officials who control parkways and have identified an alternate route to employ if the parkways prove unavailable.

Economic Development benefits The Poseidon Project will deliver important economic benefits to New York State, the downstate region and local communities on Long Island. Poseidon’s access to 500 MW of reliable, low-cost energy will save ratepayers more than $53 million annually. Stabilizing electric rates is a critical step towards maintaining the economic competitiveness of downstate New York, the State’s most vital economic center. The project will also inject a significant capital investment into the local economy, create 400 skilled construction jobs and generate much-needed additional tax revenue for Long Island communities.

85 86 The Poseidon Project Securing Downstate Reliability, Repowering Long Island 8.15 Compliance Statement The Poseidon Projec t Securing Down s tate R eliability, R epowering L ong Is lan d

8.15 Compliance Statement

Poseidon Transmission LLC affirms that all products or services provided by the Poseidon Project will be in compliance with all applicable legal and regulatory requirements.

87 The Poseidon Project securing downstate reliability, repowering Long Island

POSEIDON TRANSMISSION LLC 401 Edgewater Place, Suite 650, Wakefield, MA 01880 781-683-0707