Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-1 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-1 Refer to MWE-SK-1, at 12. Please confirm that although Mayflower Wind Energy, LLC (“Mayflower Wind”) supports the Noticed Variation, Mayflower Wind does not require the construction and operation of the Noticed Variation to interconnect its planned projects consistent with the statement at page 12, lines 18-19 that these particular facilities will not benefit Mayflower Wind directly.

Response: Although Mayflower Wind does not now believe it requires the construction and operation of the Eversource (also referred to herein as “the Company”) Noticed Variation to interconnect its planned project, it foresees that there may be benefit from the Noticed Variation in designing and possibly building the facilities to 345 kV. Given the potential for changes in interconnection design for offshore wind projects interconnecting on Cape Cod, designing and possibly building the Noticed Variation facilities to 345 kV may allow for more flexibility in interconnection of Mayflower Wind’s project and other offshore wind projects.

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Information Request EFSB-MWE-2 Would the construction and operation of the Noticed Variation to interconnect offshore wind facilities require the construction of additional facilities at the Bourne switching station to allow those projects to interconnect to the transmission grid? Response: Given the relatively low level of design detail currently available for the Noticed Variation, Mayflower Wind cannot state if the construction and operation of the Noticed Variation to interconnect offshore wind facilities would require the construction of additional facilities at the Bourne switching station to allow those projects to interconnect to the transmission grid. Based on the potential for large amounts of wind energy to interconnect at the Bourne switching station, however, it seems reasonable to expect that additional facilities would be required there.

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Information Request EFSB-MWE-3 Refer to MWE-SK-1, at 15. Please provide a complete explanation of Mayflower Wind’s “co-operative co-optimization” approach to interconnect its project as referenced at lines four through eight, including all documents provided in its filings with regulatory agencies. If the approach has been described in any agreements or other written correspondence exchanged between the Company and Mayflower Wind, please include those documents and explain whether the approach has been adopted by Mayflower Wind and the Company, and if not, why? Response: Mayflower Wind’s approach to bringing its project’s clean energy to the ISO-NE grid and to Massachusetts customers has always been to seek to minimize environmental impacts and costs through some use of existing transmission routes and rights-of-way (ROWs), to the extent feasible. Such an approach is intended both to enable delivery of the energy from Mayflower Wind’s project to the grid and provide reliability enhancements to the Company’s system for the benefit of its customers.

In July 2019, Mayflower Wind submitted a co-location request with the Company. After submission of that request Mayflower Wind and the Company began the process of discussing a co-optimization approach to plan the facilities, to be built in the Company’s ROWs, that would allow for delivery of energy from the Mayflower Wind project while providing reliability benefits to the Company’s customers. That process is ongoing. The Company and Mayflower Wind have not come to any agreement on specifics and, therefore, do not have any documents or correspondence describing an agreed-upon approach. The co- optimization approach is dependent on studies and further discussions of the parties in the context of the interconnection process, including with ISO-NE as a party to the future interconnection agreement.

On May 19, 2020, the Company filed with the Federal Energy Regulatory Commission (FERC) in Docket No. ER20-1855 a Preliminary Engineering and Design Agreement (PED Agreement) related to Mayflower Wind’s interconnection request that had been developed as part of the ongoing collaborative process that Mayflower Wind and the Company have been pursuing. That filing is included as Attachment EFSB-MWE-3(1). The PED Agreement,

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while not describing the co-optimization approach, does state an intent to evaluate such an approach. For example, Section 3 of Appendix B to the PED Agreement states in part:

The Interconnecting Transmission Owner will evaluate potential ways to co-optimize the delivery of the Interconnection Customer’s power along with other planned future needs for ROWs #340 and #341. In no way does this evaluation prejudge or imply acceptance of the Interconnection Customer’s co-location request. Interconnecting Transmission Owner will provide this evaluation to Interconnection Customer as soon as practicable. Both Parties agree that, if Interconnecting Transmission Owner determines that a co- optimized approach is feasible, the Parties will enter into a second agreement outlining the mutual agreement and understanding of the Parties with respect to such co-optimization.

The FERC accepted the PED Agreement by letter order dated July 14, 2020.

In the months since then, Mayflower Wind and the Company have been discussing co-optimizing some of the Company’s existing transmission route(s) and ROWs in the context of interconnecting Mayflower Wind’s project. The Company has provided one document, dated September 14, 2020, to Mayflower Wind that describes at a conceptual level a potential co-optimization approach involving an interconnection configuration for Mayflower Wind combined with reliability enhancements for the Company’s customers. That document is included as Attachment EFSB-MWE-3(2), which has been redacted for the public record in order to avoid disclosure of Critical Energy Infrastructure Information (“CEII”) and confidential, commercially sensitive and proprietary information. An unredacted copy has been provided to the Siting Board under seal and subject to a Motion for Protective Treatment of CEII and confidential, commercially sensitive and proprietary information, dated October 16, 2020.

These co-optimization discussions are ongoing and still at a conceptual stage and have not been reflected in any agreed-upon documented description, and are subject to further analysis by ISO-NE at the system impact study stage of processing Mayflower Wind’s interconnection request.

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107 Selden Street Berlin, CT 06037

Lisa B. Luftig Senior Counsel Direct Dial: 860-665-3394 Fax: 860-665-5504 E-mail: [email protected]

May 19, 2020 Via E-Tariff & E-Filing

The Honorable Kimberly D. Bose Secretary Federal Energy Regulatory Commission 888 First Street, NE Washington, DC 20426

Re: NSTAR Electric Company; Docket No. ER20-____

Dear Secretary Bose:

Pursuant to Section 205 of the Federal Power Act1 and Part 35 of the Federal Energy Regulatory Commission’s (“FERC” or the “Commission”) regulations,2 NSTAR Electric Company (“NSTAR” or the “Company”) submits for filing an executed Preliminary Engineering and Design Agreement (“Agreement”) between the Company and Mayflower Wind Energy LLC (“Mayflower”). NSTAR has designated the Agreement as Service Agreement No. IA-NSTAR- 39, and the Company respectfully requests an effective date of the Agreement of May 19, 2020, the date of this filing.

I. BACKGROUND AND DESCRIPTION OF AGREEMENT

NSTAR is a public utility subsidiary of Eversource Energy, a Massachusetts business trust and public utility holding company under the Public Utility Holding Company Act of 2005.3 NSTAR owns and operates transmission facilities in Massachusetts that are used to provide Regional Network Service under Section II of the ISO New England Inc. (“ISO-NE”) Transmission, Markets and Services Tariff (“ISO-NE OATT”), and Local Network Service and point-to-point service under Schedule 21-NSTAR of the ISO-NE OATT. Eversource Service, a service company subsidiary of Eversource Energy, provides various corporate services to Eversource Energy’s subsidiaries, including NSTAR.

1 16 U.S.C. § 824d (2006). 2 18 C.F.R. Part 35 (2014). 3 Energy Policy Act of 2005, Pub. L. No. 109-58, § 1262, 119 Stat. 594, 972-73 (2005). Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 2 of 26 Document Accession #: 20200519-5145 Filed Date: 05/19/2020 The Honorable Kimberly S. Bose, Secretary May 19, 2020 Page 2

Mayflower is proposing to develop a large generating facility (“Facility”) consistent with its Interconnection Request for Queue Position #829, submitted by Mayflower to ISO-NE on June 17, 2019. The Facility would interconnect to the Company’s 345 kV transmission system at the future 345 kV Bourne Substation in Cape Cod, MA. Mayflower, NSTAR and ISO-NE are not yet in the process of completing a Standard Large Generator Interconnection Agreement (“LGIA”) as contained in Schedule 22 of the ISO-NE OATT. However, ISO-NE has completed a Feasibility Study to evaluate the Facility’s impact on the regional transmission system, which identified the need for the construction of Interconnection Facilities by NSTAR. Additional analyses will be performed under the mandatory System Impact Study.

The purpose of the Agreement is to set forth the terms and conditions under which NSTAR would undertake certain preliminary design and engineering activities to determine whether NSTAR could develop a co-optimized solution for serving reliability needs and Mayflower’s interconnection needs using NSTAR’s existing rights of way (“ROWs”). Sections 3 and 7 of the Agreement require Mayflower to reimburse NSTAR for the cost and expenses associated with its activities related to determining whether a co-optimized solution is feasible. NSTAR’s costs include applicable overheads and loaders in performing such activities. Under the Agreement, NSTAR will only charge Mayflower for its actual costs and will not receive any profit for these services. Sections 9 and 10 of the Agreement provide that it will expire no later than the effective date of the LGIA as long as that date occurs by May 19, 2021, one year following the effective date of the Agreement; however the Agreement may be terminated at any time by either Mayflower or NSTAR upon thirty (30) days’ written notice.

II. REQUESTED EFFECTIVE DATE AND WAIVERS

NSTAR respectfully requests that the Commission accept the Agreement attached hereto, without modification or condition, effective May 19, 2020, the date of this filing. NSTAR respectfully requests any waivers of the Commission’s regulations, including but not limited to, 18 C.F.R. §§ 35.3, 35.11, and 35.12, that may be necessary so as to permit the requested effective date.

Good cause exists to grant the requested effective date in this case, as NSTAR and Mayflower have agreed to the terms and conditions of the Agreement, which provide for reimbursement for NSTAR’s analysis of potential ways to co-optimize the delivery of Mayflower’s power along with other planned future needs in the applicable ROWs. The Commission has granted waivers when “all affected parties have had sufficient notice.”4 The Agreement is fully executed, memorializing the intent of the parties involved. Further, permitting this effective date will allow the Agreement to go into effect on the earliest date desired by Mayflower. To the extent that the Commission finds otherwise, the Company requests as early an effective date as the Commission may allow.

4 See California Indep. Sys. Operator Corp., 111 FERC ¶ 61,073 at P 26 (2005).

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III. MISCELLANEOUS; CONTENTS; SERVICE

No costs or expenses supporting the rates affected by this filing have been alleged or judged in any administrative or judicial proceeding to be illegal, duplicative or unnecessary costs that are demonstrably the product of discriminatory practices. The filing has been served on Mayflower. Mayflower’s consent to this filing is evidenced by its signature on the Agreement.

The following documents are enclosed herewith:

• This transmittal letter. • An executed copy of the Agreement (Attachment A) designated as Service Agreement No. IA-NSTAR-39.

NSTAR requests that all communications regarding this filing be directed to the following individuals and that their names be entered on the official service list maintained by the Secretary:

Jacob Lucas Lisa B. Luftig, Esq. Manager – Transmission Eversource Energy Service Co. Interconnections and Services 107 Selden Street Eversource Energy Service Co. Berlin, CT 06037 P.O. Box. 270 Telephone: (860) 665-3394 Hartford, CT 06141-0270 Email: [email protected] Telephone: (860) 728-4625 Email: [email protected]

IV. CONCLUSION

NSTAR thanks the Commission for its consideration of this filing. In the event additional information is required, please contact the undersigned.

Very truly yours,

/s/ Lisa B. Luftig

Lisa B. Luftig Attorney for NSTAR Electric Company Enclosure

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Document Accession #: 20200519-5145 Filed Date: 05/19/2020

ATTACHMENT A Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 5 of 26 Document Accession #: 20200519-5145 Filed Date: 05/19/2020

PRELIMINARY ENGINEERING AND DESIGN AGREEMENT

THIS PRELIMINARY ENGINEERING AND DESIGN AGREEMENT (“Agreement”) is made and entered into this 19th day of May, 2020, by and between Mayflower Wind Energy LLC (“Interconnection Customer”), a limited liability company organized and existing under the laws of the State of Delaware and NSTAR Electric Company, a Massachusetts corporation having a principal place of business at 800 Boylston Street, Boston, Massachusetts (“Interconnecting Transmission Owner”). Interconnecting Transmission Owner and Interconnection Customer each may be referred to herein as a “Party” or collectively as the “Parties.”

RECITALS

WHEREAS, the Interconnection Customer is proposing to develop its Large Generating Facility consistent with the Interconnection Request for Queue Position #829 (“Facility”) for 1008 MW interconnecting at a proposed new 345kV substation at Bourne, connecting to the existing Interconnecting Transmission Owner’s 345 kV lines 322 and 342, submitted by Mayflower Wind Energy LLC to ISO New England Inc. (“ISO-NE”), dated December 19, 2019, to interconnect the Facility to the Administered Transmission System through Interconnection Facilities and Network Upgrades; and

WHEREAS, ISO-NE, the Interconnection Customer and the Interconnecting Transmission Owner are working towards entering into a Standard LGIA (defined below), pursuant to the terms and conditions of the ISO-NE Transmission, Markets and Services Tariff (“ISO-NE Tariff”); and

WHEREAS, the Interconnection Customer has proposed to locate the Project’s generator lead line within the Interconnecting Transmission Owner’s ROWs, including potentially ROW #340 and #341; and

WHEREAS, the Interconnection Customer has submitted a Co-Location Request to the Interconnecting Transmission Owner, received July 12, 2019 with revised Request received July 26, 2019; and

WHEREAS, the Interconnecting Transmission Owner has planned uses for the ROWs to meet the needs of its existing and future customers; and

WHEREAS, the Interconnecting Transmission Owner has agreed to investigate whether a co-optimal solution can be developed that satisfies the interests of both Parties; and

WHEREAS, the Parties intend for this Agreement to set forth the terms and conditions related to such Services provided by the Interconnecting Transmission Owner and as further outlined below and in Appendix B.

NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein the Parties agree as follows:

1. Definitions. When used in this Agreement, terms with initial capitalization that are not defined herein shall have the meanings indicated in the Standard Large Generator

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Interconnection Agreement contained in Appendix 6 to ISO-NE’s Large Generator Interconnection Procedures, in Schedule 22 of the ISO-NE Tariff (the “Standard LGIA”), as such agreement may be amended from time to time.

2. Effective Date. This Agreement shall become effective on the date this Agreement is filed with the Federal Energy Regulatory Commission (“Commission”) pursuant to Section 205 of the Federal Power Act, and shall be subject to any subsequent order by the Commission. The Interconnecting Transmission Owner shall make such filing within three (3) business days of the Agreement being executed by the Parties. The Interconnection Customer shall support Interconnecting Transmission Owner’s filing of the Agreement.

3. Interconnecting Transmission Owner’s Scope of Work.

3.1 The Interconnecting Transmission Owner shall, at the Interconnection Customer’s sole expense, perform the services described in Appendix B to this Agreement (“Services”).

3.2 Other Services may be provided under this Agreement if agreed to in writing, or as further defined and developed pursuant to Section 3 of Appendix B.

3.3 At any time during the term of this Agreement or after expiration thereof, should there be any significant or material change in the Interconnection Customer’s design and engineering of its Interconnection Facilities, including the Interconnection Customer’s Large Generating Facility and the Interconnection Customer’s Interconnection Facilities, the Interconnection Customer shall inform the Interconnecting Transmission Owner, and ISO-NE in writing of such changes. The Interconnection Customer acknowledges that such changes may require additional time and cost to complete the Services, and the Interconnection Customer shall be responsible for all such increases in cost to the extent that the cost increases are directly attributable to the Interconnection Customer’s design and engineering changes. Related to any such changes, the Parties shall cooperate in good faith to develop any appropriate revisions to the Estimated Costs (defined in Section 7.1 below) and agreed upon schedule.

3.4 The Interconnecting Transmission Owner shall use Reasonable Efforts in its performance of the Services, and shall perform the Services on a schedule that is timely for the Interconnection Customer’s Project development needs.

3.5 The Interconnecting Transmission Owner shall not be required to undertake any action under this Agreement that is, under its sole discretion, inconsistent with the standards set forth in Section 4 below.

4. Standards. All design and engineering conducted pursuant to this Agreement shall be consistent with (i) Good Utility Practice, (ii) the Interconnecting Transmission Owner’s standard safety practices, technical, material and equipment specifications, labor agreements, operational control requirements, design criteria or construction procedures (collectively, “the Interconnecting Transmission Owner Standards”), (iii) Applicable Reliability Standards, and (iv) Applicable Laws and Regulations; provided that if there is

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a conflict between any of the foregoing standards, the Good Utility Practice standards and procedures shall prevail.

5. Authorization to Proceed and Cost and Schedule Estimate. The Interconnecting Transmission Owner shall commence the Services enumerated in Appendix B of this Agreement upon receipt of: i) execution of this Agreement and ii) receipt of the payment security required under Section 7. The Estimated Costs for the Services are identified in Section 7.1 below. Such estimate is made in good faith and shall not be binding on the Interconnecting Transmission Owner.

6. Designation of Confidential Information.

6.1 During the term of this Agreement, and for a period of the later of three (3) years after the term of this Agreement or until such time as Interconnection Customer provides Interconnecting Transmission Owner written notice that it has received all necessary permits, approvals or authorizations for the construction of its Project, which notice shall be provided promptly, neither Party, its employees or agents, nor its affiliates, its employees or agents shall divulge or use for any purpose other than as specified in this Agreement Confidential Information received from the other Party (the “Disclosing Party”). “Confidential Information” shall mean all of the following except to the extent excluded below: (i) all information about the Disclosing Party whether furnished before or after the date hereof, whether oral, written or recorded/electronic, and regardless of the manner in which it is furnished, which is marked “Confidential” or “Proprietary” or which under all of the circumstances should be treated as confidential or proprietary; (ii) all reports, summaries, compilations, analyses, notes or other information which are based on, contain or reflect any Confidential Information; (iii) any and all Confidential Information as that term is defined in the ISO-NE Information Policy; and (iv) any information which, if disclosed by a transmission function employee of a utility regulated by the Commission to a market function employee of the same utility system, other than by public posting, would violate the Commission’s open access same time information regulations. Notwithstanding anything to the contrary provided herein, the Parties agree to treat all information designated as “critical energy infrastructure information” (“CEII”) in accordance and in compliance with all applicable laws, rules and regulations relating to CEII, including, without limitation, the use, handling, processing, storage and protection of such CEII. Aside from the Confidential Information defined above, communications between the Parties or other information regarding the performance of this Agreement, and any related disputes, shall not be deemed confidential unless otherwise agreed to by the Parties.

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restriction from a third party free to disclose it without obligation to the Disclosing Party; (iv) is developed independently by the Receiving Party without reference to the Confidential Information or other information of the Disclosing Party; (v) is required to be disclosed by subpoena, law or other directive or a court, administrative agency or arbitration panel, provided that the Receiving Party provide the Disclosing Party the opportunity to seek injunctive relief or a protective order limiting such disclosure; or (vi) is submitted by a Party with a request for confidential treatment in a regulatory proceeding to obtain a required regulatory approval. In addition, nothing in this Section 6 shall prohibit the Interconnection Customer from disclosing Confidential Information to its lenders, consultants, agents, directors, officers, employees, and attorneys (the “Representatives”) for the purpose of advising the Interconnection Customer with respect to the Services, provided that the Representatives shall be informed by The Interconnection Customer that such information is Confidential Information and shall agree to treat it confidentially in accordance with this Section 6.

6.3 At the Disclosing Party’s option, the Receiving Party shall promptly either destroy all Confidential Information in tangible form in its possession, or return all such copies, and in either event, provide an officer’s written certification confirming the same promptly upon the earlier of: (i) the Disclosing Party’s written request; or (ii) the expiration or earlier termination of this Agreement.

7. Payment Security.

7.1 Interconnection Customer shall be responsible for all documented costs (including applicable overheads and loaders, based on accounting methods consistent with FERC requirements) associated with Services performed by the Interconnecting Transmission Owner pursuant to this Agreement. The Interconnecting Transmission Owner’s non-binding good faith estimate to perform the Services under Section 4 of Appendix B is forty thousand dollars ($40,000) (“Estimated Cost”). An estimated cost for Services under Section 3.2, if any, will be provided by the Interconnecting Transmission Owner.

7.2 Upon execution of this Agreement by both Parties, the Interconnection Customer shall pay the Interconnecting Transmission Owner the Estimated Cost for Services provided hereunder. If, at any time, the Interconnecting Transmission Owner determines that such payment is insufficient to cover anticipated costs for Services, the Interconnecting Transmission Owner will notify the Interconnection Customer in writing prior to performing any work in excess of the Estimated Cost and state the amount of additional payment required to complete the Services. The Interconnection Customer shall have the right to terminate the agreement by providing written notice to the Interconnecting Transmission Owner or provide the additional payment immediately, but no later than thirty (30) calendar days after notification. The Estimated Cost may also be modified in the event additional scope is agreed to in accordance with Section 3.2.

7.3 Any invoices rendered to the Interconnection Customer hereunder shall be to the address specified in Appendix A. The Interconnection Customer shall pay all

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invoices immediately upon receipt thereof, but no later than thirty (30) calendar days thereafter.

7.4 All payments shall be made in immediately available funds payable to NSTAR Electric Company. Neither payment of invoices by the Interconnection Customer nor acceptance of payment by the Interconnecting Transmission Owner shall constitute a waiver of any rights or claims either Party may have under this Agreement or any future Standard LGIA.

7.5 Within six (6) months after completion of the Services or termination or expiration of this Agreement, the Interconnecting Transmission Owner shall provide an accounting in writing of the final cost of the Services. To the extent that there is any overpayment by the Interconnection Customer to the Interconnecting Transmission Owner, such overpayment shall be refunded to the Interconnection Customer in accordance with Section 7.2.

8. Financial Assurance.

8.2 If required due to a change in scope, the Interconnection Customer shall provide the Interconnecting Transmission Owner with an amount of financial assurance equivalent to the highest of (i) Fifty Thousand Dollars ($50,000); (ii) the rolling six (6) months of estimated costs throughout the cycle of Services if using cash as the financial assurance; or (iii) the highest six (6) months of estimated costs based on the entire cycle of the Services if a letter of credit is used as the form of financial assurance.

9. Suspension.

9.1 Failure to Maintain Security or Make Payment. If the Interconnection Customer fails to pay an invoice when due and payable, the Interconnecting Transmission Owner may, immediately upon written notice to the Interconnection Customer, suspend all Services under this Agreement until the Interconnection Customer makes payment in full. If payment in full is not received by the Interconnecting Transmission Owner within thirty (30) calendar days of notice of suspension of the Services, this Agreement shall terminate.

9.2 Breach. In the event of a breach by a Party of a material obligation of this Agreement, the non-breaching Party may suspend its performance hereunder until the breaching Party cures such breach, or at its election, the non-breaching Party may terminate this Agreement.

9.3 Request of the Interconnection Customer. Any time during the term of this Agreement, the Interconnection Customer may suspend the provision of Services

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under this Agreement by providing written notice to the Interconnecting Transmission Owner. The Interconnecting Transmission Owner shall suspend all Services under this Agreement within five (5) business days of such written notice from the Interconnection Customer. The Services may be recommenced only if and after the Parties agree in writing to a recommencement date and revised cost and schedule estimates for the Services. The Interconnection Customer shall be responsible for the reasonable costs of suspension and/or recommencement of Services.

10. Term. Unless otherwise agreed to by the Parties in writing, this Agreement shall expire on the earlier of i) the effective date of the Standard LGIA among the Parties and ISO-NE or ii) the Interconnection Customer’s Facility is withdrawn from the ISO-NE queue.

11. Termination. This Agreement may be terminated at any time by either Party upon thirty (30) calendar days written notice.

12. Survival. This Agreement shall continue in effect after termination or expiration to the extent necessary to provide for final billings and payments for costs incurred during the term of this Agreement, and to permit the determination and enforcement of obligations arising from acts or events that occurred while this Agreement was in effect.

13. Notices. Unless otherwise provided in this Agreement, any notice, demand or request required or permitted to be given by either Party to the other and any instrument required or permitted to be tendered or delivered by either Party in writing to the other shall be effective when delivered and may be so given, tendered or delivered, by facsimile or email to the facsimile numbers or email addresses set out in Appendix A, or by recognized national courier, or by depositing the same with the United States Postal Service with postage prepaid, for delivery by certified or registered mail, addressed to the Party, or personally delivered to the Party, at the address set out in Appendix A.

Either Party may change the notice information in this Agreement by giving seven (7) calendar days written notice prior to the effective date of the change.

14. Assignment. The Interconnection Customer shall not assign this Agreement to any third party without the express written consent of the Interconnecting Transmission Owner, which consent shall not be unreasonably withheld or delayed. No consent shall be required for an assignment to an affiliate of either Party. Notwithstanding the forgoing, the Interconnection Customer may assign this Agreement, for collateral security purposes, to an entity providing financing for the Large Generating Facility. In the event of such permitted assignment for collateral security purposes, the Interconnection Customer shall provide notice to the Interconnecting Transmission Owner of the assignment. Such assignment shall not release the Interconnection Customer from any obligations or liabilities under this Agreement. This Agreement shall be binding on the successors and permitted assigns of either Party.

[Signature page follows]

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Document Accession #: 20200519-5145 Filed Date: 05/19/2020

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers or agents on the day and year first above written.

NSTAR Electric Company, by its agent Eversource Energy Service Company

By: ______Name: William Quinlan Title: President-Transmission

Date: May 19, 2020

Mayflower Wind Energy, LLC

By: Name: Michael Brown Title: Chief Financial Officer

Date: __May 19, 2020______

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Appendix A Addresses for Delivery of Notices and Billings

Notices:

NSTAR: Jacob Lucas Eversource Energy Service Company 56 Prospect Street Hartford, CT 06141

Cc: Lisa Luftig Eversource Energy Service Company 107 Selden Street Berlin, CT 06037

Interconnection Customer: Kathleen Freeman Daniel Hubbard Mayflower Wind Energy LLC 2 Drydock Ave. Boston, MA 02210 [email protected] [email protected]

Billings and Payments:

NSTAR: Jacob Lucas Eversource Energy Service Company 56 Prospect Street Hartford, CT 06141

Interconnection Customer: [email protected]

with copy to: [email protected] and; [email protected]

Alternative Forms of Delivery of Notices:

Interconnecting Transmission Owner: Fax: 860-728-4595 Email: [email protected]

Interconnection Customer: Fax: Email:

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PRELIMINARY ENGINEERING AND DESIGN AGREEMENT

Appendix B

Scope of Work

This Appendix B, which is a part of this Agreement, sets forth Interconnecting Transmission Owner’s scope of work under this Agreement, provides as follows:

1. Interconnection Customer’s Need: In connection with developing the Project described above in this Agreement, Interconnection Customer is requesting use of the Interconnecting Transmission Owners rights of way (ROWs) for a proposed 345 kV generator lead line that would enter the Interconnecting Transmission Owner’s right of way in or in the vicinity of (ROW) #341 in the vicinity of the Falmouth Substation and run to Falmouth Tap and enter ROW #340 where it would run up to Bourne Substation and exit ROW #340 to interconnect with a new proposed 345 kV Switching Station. In total, the Interconnection Customer needs to deliver up to 1,000 MW and is requesting to locate approximately 15.5 miles, more or less, of onshore 345 kV generator lead line within the Interconnecting Transmission Owner’s existing ROWs to minimize costs and environmental impacts. The exact location of the new 345 kV Switching Station near Bourne Substation is to be determined.

2. Interconnecting Transmission Owner’s Planned Need: The Interconnecting Transmission Owner is continually investigating options for additional capacity needed to serve customers throughout its system. Among other things, scenarios for serving the Falmouth Bulk area would require use of ROW #341 and #340, portions of which already contain two 115 kV lines.

3. Co-Optimized Approach: The Interconnecting Transmission Owner will evaluate potential ways to co-optimize the delivery of the Interconnection Customer’s power along with other planned future needs for ROWs #340 and #341. In no way does this evaluation prejudge or imply acceptance of the Interconnection Customer’s co-location request. Interconnecting Transmission Owner will provide this evaluation to Interconnection Customer as soon as practicable. Both Parties agree that, if Interconnecting Transmission Owner determines that a co-optimized approach is feasible, the Parties will enter into a second agreement outlining the mutual agreement and understanding of the Parties with respect to such co-optimization.

. Support activities provided by the Interconnecting Transmission Owner to the Interconnection Customer necessary for meeting permitting obligations and timelines as requested by the Interconnection Customer.

105233697.5 -9-

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4. The Interconnecting Transmission Owner’s analysis to determine of a co-optimized solution includes, without limitation, the following:

. Assess solutions to co-optimize the Interconnecting Transmission Owner needs and Interconnection Customer’s need.

. Investigate the possible co-location options and identify any potential issues regarding the ability to site and install such options.

. Assess ROWs’ ability to accommodate the options being reviewed.

. Investigate any land issues based on the Engineering results.

. Identify whether a preferred solution exists.

. Develop a schedule for constructing the preferred solution that meets the needs of both parties, based on the information available at the time.

. Develop non-binding good faith cost estimate to design, engineer and construct the facilities and potential related agreements for such work.

105233697.5 -10-

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FERC rendition of the electronically filed tariff records in Docket No. ER20-01855-000 Filing Data: CID: C001257 Filing Title: Preliminary Engineering and Design Agreement with Mayflower Wind Energy LLC Company Filing Identifier: 264 Type of Filing Code: 10 Associated Filing Identifier: Tariff Title: NSTAR Electric Company Rate Schedules and Agreements Tariff ID: 15 Payment Confirmation: Suspension Motion:

Tariff Record Data: Record Content Description, Tariff Record Title, Record Version Number, Option Code: Svc Agmt No. IA-NSTAR-39, Prelim Engineering & Dsgn Agmt - Mayflower Wind Energy LLC, 0.0.0, A Record Narative Name: Tariff Record ID: 85 Tariff Record Collation Value: 11900000 Tariff Record Parent Identifier: 0 Proposed Date: 2020-05-19 Priority Order: 500 Record Change Type: NEW Record Content Type: 1 Associated Filing Identifier: PRELIMINARY ENGINEERING AND DESIGN AGREEMENT

RECITALS

WHEREAS, the Interconnection Customer has proposed to locate the Project’s generator lead line within the Interconnecting Transmission Owner’s ROWs, including potentially ROW #340 and #341; and Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 16 of 26 Document Accession #: 20200519-5145 Filed Date: 05/19/2020

WHEREAS, the Interconnection Customer has submitted a Co-Location Request to the Interconnecting Transmission Owner, received July 12, 2019 with revised Request received July 26, 2019; and

WHEREAS, the Interconnecting Transmission Owner has planned uses for the ROWs to meet the needs of its existing and future customers; and

WHEREAS, the Interconnecting Transmission Owner has agreed to investigate whether a co-optimal solution can be developed that satisfies the interests of both Parties; and

NOW, THEREFORE, in consideration of and subject to the mutual covenants contained herein the Parties agree as follows:

1. Definitions. When used in this Agreement, terms with initial capitalization that are not defined herein shall have the meanings indicated in the Standard Large Generator Interconnection Agreement contained in Appendix 6 to ISO-NE’s Large Generator Interconnection Procedures, in Schedule 22 of the ISO-NE Tariff (the “Standard LGIA”), as such agreement may be amended from time to time.

3. Interconnecting Transmission Owner’s Scope of Work.

3.1 The Interconnecting Transmission Owner shall, at the Interconnection Customer’s sole expense, perform the services described in Appendix B to this Agreement (“Services”).

3.2 Other Services may be provided under this Agreement if agreed to in writing, or as further defined and developed pursuant to Section 3 of Appendix B.

3.3 At any time during the term of this Agreement or after expiration thereof, should there be any significant or material change in the Interconnection Customer’s design and engineering of its Interconnection Facilities, including the Interconnection Customer’s Large Generating Facility and the Interconnection Customer’s Interconnection Facilities, the Interconnection Customer shall inform the Interconnecting Transmission Owner, and ISO-NE in writing of such changes. The Interconnection Customer acknowledges that such changes may require additional time and cost to complete the Services, and the Interconnection Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 17 of 26 Document Accession #: 20200519-5145 Filed Date: 05/19/2020

Customer shall be responsible for all such increases in cost to the extent that the cost increases are directly attributable to the Interconnection Customer’s design and engineering changes. Related to any such changes, the Parties shall cooperate in good faith to develop any appropriate revisions to the Estimated Costs (defined in Section 7.1 below) and agreed upon schedule.

6. Designation of Confidential Information.

(iii) any and all Confidential Information as that term is defined in the ISO-NE Information Policy; and (iv) any information which, if disclosed by a transmission function employee of a utility regulated by the Commission to a market function employee of the same utility system, other than by public posting, would violate the Commission’s open access same time information regulations. Notwithstanding anything to the contrary provided herein, the Parties agree to treat all information designated as “critical energy infrastructure information” (“CEII”) in accordance and in compliance with all applicable laws, rules and regulations relating to CEII, including, without limitation, the use, handling, processing, storage and protection of such CEII. Aside from the Confidential Information defined above, communications between the Parties or other information regarding the performance of this Agreement, and any related disputes, shall not be deemed confidential unless otherwise agreed to by the Parties.

6.2 The foregoing restrictions on use and disclosure of Confidential Information do not apply to information that: (i) is already in the possession of the Party receiving the information (the “Receiving Party”) at the time of the information’s disclosure hereunder and not otherwise subject to obligations of confidentiality; (ii) is, or becomes publicly known, through no wrongful act or omission of the Receiving Party or breach of this Agreement; (iii) is received by the Receiving Party without restriction from a third party free to disclose it without obligation to the Disclosing Party; (iv) is developed independently by the Receiving Party without reference to the Confidential Information or other information of the Disclosing Party; (v) is required to be disclosed by subpoena, law or other directive or a court, administrative agency or arbitration panel, provided that the Receiving Party provide the Disclosing Party the opportunity to seek injunctive relief or a protective order limiting such disclosure; or (vi) is submitted by a Party with a request for confidential treatment in a regulatory proceeding to obtain a required regulatory approval. In addition, nothing in this Section 6 shall prohibit the Interconnection Customer from disclosing Confidential Information to its lenders, consultants, agents, directors, officers, employees, and attorneys (the “Representatives”) for the purpose of advising the Interconnection Customer with respect to the Services, provided that the Representatives shall be informed by The Interconnection Customer that such information is Confidential Information and shall agree to treat it confidentially in accordance with this Section 6.

7. Payment Security.

7.1 Interconnection Customer shall be responsible for all documented costs (including applicable overheads and loaders, based on accounting methods consistent with Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 19 of 26

Document Accession #: 20200519-5145 Filed Date: 05/19/2020

FERC requirements) associated with Services performed by the Interconnecting Transmission Owner pursuant to this Agreement. The Interconnecting Transmission Owner’s non-binding good faith estimate to perform the Services under Section 4 of Appendix B is forty thousand dollars ($40,000) (“Estimated Cost”). An estimated cost for Services under Section 3.2, if any, will be provided by the Interconnecting Transmission Owner.

7.3 Any invoices rendered to the Interconnection Customer hereunder shall be to the address specified in Appendix A. The Interconnection Customer shall pay all invoices immediately upon receipt thereof, but no later than thirty (30) calendar days thereafter.

8. Financial Assurance.

8.1 Financial assurance shall be provided consistent with Interconnecting Transmission Owner’s NSTAR Supplemental Manual for Credit and Security Requirements for Generator Interconnections which can be found in its entirety at the following link: https://www.eversource.com/Content/docs/default-source/Tranmission/credit-secu rity-generator-interconnections.pdf?sfvrsn=2 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 20 of 26 Document Accession #: 20200519-5145 Filed Date: 05/19/2020

9. Suspension.

9.3 Request of the Interconnection Customer. Any time during the term of this Agreement, the Interconnection Customer may suspend the provision of Services under this Agreement by providing written notice to the Interconnecting Transmission Owner. The Interconnecting Transmission Owner shall suspend all Services under this Agreement within five (5) business days of such written notice from the Interconnection Customer. The Services may be recommenced only if and after the Parties agree in writing to a recommencement date and revised cost and schedule estimates for the Services. The Interconnection Customer shall be responsible for the reasonable costs of suspension and/or recommencement of Services.

11. Termination. This Agreement may be terminated at any time by either Party upon thirty (30) calendar days written notice.

Document Accession #: 20200519-5145 Filed Date: 05/19/2020

or permitted to be tendered or delivered by either Party in writing to the other shall be effective when delivered and may be so given, tendered or delivered, by facsimile or email to the facsimile numbers or email addresses set out in Appendix A, or by recognized national courier, or by depositing the same with the United States Postal Service with postage prepaid, for delivery by certified or registered mail, addressed to the Party, or personally delivered to the Party, at the address set out in Appendix A.

Either Party may change the notice information in this Agreement by giving seven (7) calendar days written notice prior to the effective date of the change.

[Signature page follows] Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 22 of 26

Document Accession #: 20200519-5145 Filed Date: 05/19/2020

IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their duly authorized officers or agents on the day and year first above written.

NSTAR Electric Company, by its agent Eversource Energy Service Company

By: ______Name: William Quinlan Title: President-Transmission

Date: May 19, 2020

Mayflower Wind Energy, LLC

By: Name: Michael Brown Title: Chief Financial Officer

Date: __May 19, 2020______Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 23 of 26 Document Accession #: 20200519-5145 Filed Date: 05/19/2020

Appendix A Addresses for Delivery of Notices and Billings

Notices:

NSTAR: Jacob Lucas Eversource Energy Service Company 56 Prospect Street Hartford, CT 06141

Cc: Lisa Luftig Eversource Energy Service Company 107 Selden Street Berlin, CT 06037

Interconnection Customer: Kathleen Freeman Daniel Hubbard Mayflower Wind Energy LLC 2 Drydock Ave. Boston, MA 02210 [email protected] [email protected]

Billings and Payments:

NSTAR: Jacob Lucas Eversource Energy Service Company 56 Prospect Street Hartford, CT 06141

Interconnection Customer: [email protected]

with copy to: [email protected] and; [email protected]

Alternative Forms of Delivery of Notices:

Interconnecting Transmission Owner: Fax: 860-728-4595 Email: [email protected]

Interconnection Customer: Fax: Email: Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 24 of 26 Document Accession #: 20200519-5145 Filed Date: 05/19/2020

PRELIMINARY ENGINEERING AND DESIGN AGREEMENT

Appendix B

Scope of Work

This Appendix B, which is a part of this Agreement, sets forth Interconnecting Transmission Owner’s scope of work under this Agreement, provides as follows:

In parallel with the Interconnecting Transmission Owner’s co-optimization evaluation, the Interconnection Customer will also need the Interconnecting Transmission Owner to support the Interconnection Customer’s project development activities. Services under this scope of work include the following: Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 25 of 26

Document Accession #: 20200519-5145 Filed Date: 05/19/2020

 Support activities provided by the Interconnecting Transmission Owner to the Interconnection Customer necessary for meeting permitting obligations and timelines as requested by the Interconnection Customer.

4. The Interconnecting Transmission Owner’s analysis to determine of a co-optimized solution includes, without limitation, the following:

 Assess solutions to co-optimize the Interconnecting Transmission Owner needs and Interconnection Customer’s need.

 Investigate the possible co-location options and identify any potential issues regarding the ability to site and install such options.

 Assess ROWs’ ability to accommodate the options being reviewed.

 Investigate any land issues based on the Engineering results.

 Identify whether a preferred solution exists.

 Develop a schedule for constructing the preferred solution that meets the needs of both parties, based on the information available at the time.

 Develop non-binding good faith cost estimate to design, engineer and construct the facilities and potential related agreements for such work. Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(1) Page 26 of 26

Document Accession #: 20200519-5145 Filed Date: 05/19/2020 Document Content(s) Transmittal Letter - Mayflower.PDF...... 1 Attachment A Mayflower Wind Agreement EXECUTED.PDF...... 4 FERC GENERATED TARIFF FILING.RTF...... 15 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-3(2) Page 1 of 1

EFSB-MWE-3(2)

Has Been Redacted in its Entirety

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-4 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-4 Is the Noticed Variation necessary or otherwise superior for the development and operation of battery storage projects or solar PV projects (or other land-based renewable resources) located on Cape Cod? Is the Noticed Variation necessary or otherwise superior for the development and operation of offshore wind projects which plan to interconnect in the vicinity of the West Barnstable, Barnstable, or the Bourne area? Please explain and provide any relevant documents. Response: Mayflower Wind has not done a study and does not now have an opinion on whether the Noticed Variation is necessary or otherwise superior to enable the development and operation of battery storage projects or solar photovoltaic projects (or other land-based renewable resources) located on Cape Cod. It does, however, appear likely that new 345 kV facilities will be needed on Cape Cod to transmit the energy flows from thousands of megawatts of offshore wind facilities that are expected to interconnect on the Cape.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-5 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 2

Information Request EFSB-MWE-5 Refer to Mayflower Wind’s Petition to Intervene, at 3, where Mayflower Wind states: “Under the plan presented in Mayflower Wind’s 83C II proposals, a new 345 kV generator-lead circuit and a new 345 kV switching station in Bourne would tap in and out of Eversource’s 322 (Canal – Carver) and 342-2 (Canal –Jordan Tap) transmission lines along Eversource ROWs 342 and 380. Under that plan, Mayflower Wind’s proposed switching station would be located adjacent to or in the immediate vicinity of Eversource’s Bourne 115 kV Switching Station. Mayflower Wind is engaged in discussions with Eversource to refine this co-optimization strategy and the infrastructure and permitting processes that will flow from that strategy.”

Also refer to MWE-SK-1, at 13, where Mr. Kaplan states: “In designing and developing its Project the Company should plan for the potential for offshore wind to interconnect at Bourne, or should have plans to enable interconnection of large offshore wind resources at other locations on Cape Cod. It is normal and prudent utility practice to design switching stations to have specific space within, or at least on adjoining land, to accommodate other lines and projects that can reasonably be anticipated.”

a. When will Mayflower Wind determine whether it would tie into the existing Lines 322 (Canal – Carver) and 342-2 (Canal –Jordan Tap) transmission lines or tie into a new Eversource 345 kV station.

b. Explain whether approval of the Project versus the Noticed Variation has any bearing on Mayflower Wind’s ability to connect to the grid at or near the Bourne Switching Station. Response: (a) Mayflower Wind, Eversource and ISO-NE are still in the midst of examining the potential interconnection configuration for interconnecting Mayflower Wind's project, and do not yet have a firm schedule for such determination, but Mayflower Wind expects more certainty during and by the conclusion of the system impact study for its interconnection request.

(b) As stated in the response to EFSB-MWE-2, there is a relatively low level of design detail on the Project and Noticed Variation. Therefore, it is difficult

106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-5 October 16, 2020 Person Responsible: Seth Kaplan Page 2 of 2

now to determine if these projects will have any bearing on Mayflower Wind's ability to connect to the grid at or near the Bourne Switching Station.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-6 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-6 Would additional facilities at the Company’s Bourne Switching Station be required to allow Mayflower Wind to interconnect its offshore projects to the transmission grid? Response: As stated in the response to EFSB-MWE-4, it appears likely that new 345 kV facilities will be needed on Cape Cod to transmit the energy from offshore wind facilities that are expected to interconnect on the Cape. Whether these new facilities would be required at the Bourne Switching Station depends in part on the outcome of a potential co-optimization approach (see the response to EFSB- MWE-3) as well as the design and details of the interconnection of and for Mayflower Wind’s project.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-7 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-7 If the Project were built as proposed (i.e., as a 115 kV line unable to be subsequently operated at 345 kV), would that affect Mayflower Wind’s ability to interconnect to the regional electric grid? Response: Although Mayflower Wind cannot say with any certainty what the effect of building the Project as proposed would be to Mayflower Wind’s ability to interconnect to the ISO-NE regional grid, it is reasonable to expect that designing and/or building the transmission facilities to a 345 kV standard would facilitate deliveries of the large amounts of energy that offshore wind projects, like Mayflower Wind’s project, would generate.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-8 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-8 Would approval of the Project as proposed (i.e., as a 115 kV line unable to be subsequently operated at 345 kV) affect Mayflower Wind’s ability to deliver all 1,200 MW of its planned offshore wind energy into the regional electric grid? Response: Although Mayflower Wind cannot say with any certainty what the effect of building the Project as proposed would be to Mayflower Wind’s ability to interconnect to the ISO-NE regional grid, it is reasonable to expect that designing and/or building the transmission facilities to a 345 kV standard would facilitate deliveries of the large amounts of energy that offshore wind projects, like Mayflower Wind’s project, would generate.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-9 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-9 Refer to MWE-SK-1, at 7 where Mr. Kaplan states that “siting decisions regarding other transmission infrastructure, such as the Project under consideration in this proceeding, could have helpful or harmful impacts on the ability to integrate new clean energy resources into the grid to help meet the requirements of the GWSA and related requirements.”

a. Please elaborate on how the Project could have helpful impacts on the ability to integrate new clean energy resources into the regional electric grid. Provide specific examples.

b. Elaborate on how the Project could have harmful impacts on the ability to integrate new clean energy resources into the regional electric grid. Provide specific examples. Response: (a) As stated in the response to EFSB-MWE-4, new 345 kV facilities will be needed on Cape Cod to transmit the energy from offshore wind facilities that are expected to interconnect on the Cape. Any portions of the Project that would incorporate and construct such facilities would likely have helpful impacts on the ability to integrate new clean energy resources.

(b) A constraining factor in the integration of new clean energy resources into the regional electric grid is the space required for the additional infrastructure. Not co-optimizing current and future projects for new clean energy resources would further limit and constrain existing linear easements/ROWs and the ability to deliver energy from those resources; however, design that is mindful of those new clean energy resources would help mitigate this risk.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-10 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-10 Refer to MWE-SK-1, at 14 where Mr. Kaplan states that “as the Company develops this Project, it will make use of certain of its ROWs in ways that could help or harm offshore wind development, such as by foreclosing the use of those ROWs to enable offshore wind to interconnect on the Cape or keeping such use available.” Please describe how the Company’s use of certain ROWs for the Project could foreclose the use of those ROWs for offshore wind interconnections. Specifically identify the ROWs and the aspects of the Project to which Mayflower Wind is referring. Response: As described in the response to EFSB-MWE-9, the space within available linear corridors on Cape Cod is finite and must be utilized in the most efficient manner. If co-optimization is not considered as an integral part of a project’s planning and siting authorization, new clean energy resources could be shut out of these limited routes to the detriment of advancing clean energy policies in the public interest. Generally, transmission facilities developed on these routes by the Company at lower ratings will not be able to also accommodate deliveries of large amounts of energy from offshore wind.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-11 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-11 Refer to Mayflower Wind’s Petition to Intervene at 6, where Mayflower Wind states that: “Mayflower Wind’s primary interest in this proceeding is to ensure that Eversource designs and executes its Mid Cape Reliability Project in a way that will […] preserve the ability to share use of existing ROWs to support the interconnection facilities necessary for Mayflower Wind’s project and its intended use of existing ROWs, including ROWs 340, 342, and 380 to interconnect at Bourne, and to minimize costs and environmental impacts in doing so.” Please clarify whether the use of Candidate Route 2 for the Project would foreclose the possibility of Mayflower Wind using the Eversource’s ROW 340 between Falmouth and Bourne to locate its generator-lead circuit. Response: Mayflower Wind cannot at this time determine whether Candidate Route 2 would foreclose the possibility of Mayflower Wind using Eversource’s ROW 340 between Falmouth and Bourne to locate its generator-lead circuit. However, as described in the response to EFSB-MWE-9, the space within available linear corridors on Cape Cod is finite and must be utilized in the most efficient manner with the potential for co-optimization in mind.

. 106604999.8

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-12 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-12 Refer to EFSB-N-20, where Eversource states that “the need for a 345-kV line would need to be identified by ISO-NE via a completed system impact study, and the interconnection customer whose project was the subject of the system impact study would need to execute an interconnection agreement with the Company and ISO-NE.”

a. Please state whether Mayflower Wind agrees with the criteria set forth by Eversource regarding the need for an additional 345 kV line on Cape Cod?

b. Please state any additional or supplemental milestones that Mayflower Wind believes would be more appropriate for deciding whether an additional 345 kV line is needed on Cape Cod. Response: (a) While Mayflower Wind recognizes that the ISO-NE system impact study process for individual projects will verify the need for additional 345 kV transmission facilities on the Cape to support offshore wind interconnecting there, Mayflower Wind also notes that, given the over 4,500 MW of offshore wind projects already in the ISO-NE interconnection queue and planning to interconnect on Cape Cod, it is highly likely that new 345 kV transmission will be needed.

(b) Other indicators of the need for new 345 kV transmission on the Cape include interconnection requests in the ISO-NE interconnection queue, executed power purchase agreements for procurement of offshore wind energy projects interconnecting on the Cape, and completed ISO-NE feasibility and system impact studies.

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-13 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-13 Refer to MWE-SK-1, at 8, where Mr. Kaplan refers to a Massachusetts Department of Energy Resources report, titled “Offshore Wind Study,” dated May, 2019. Please provide that study as an attachment to this information request response or as a separate exhibit. The above referenced report may be found at the following link: https://www.mass.gov/files/documents/2019/05/31/OSW%20Study%20-%20Final.pdf Response: See Attachment EFSB-MWE-13(1).

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 1 of 27

OFFSHORE WIND STUDY

With Support from Levitan & Associates May 2019

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 2 of 27

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 3 of 27

Contents

Introduction ...... 1

Overview ...... 2

Analysis ...... 4

Findings - Necessity, Benefits and Costs ...... 5

Findings – Solicitation Process ...... 12

Recommendations ...... 15

Appendix A: State Offshore Wind Economic Development...... 20

Appendix B: Stakeholder Engagement List ...... 21

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 4 of 27 Figures

Figure 1: Cost Comparison of Clean Energy Policies ...... 2

Figure 2: Location of Offshore Wind Lease Areas ...... 3

Figure 3: New England Emission Reductions ...... 7

Figure 4: Total and Levelized REC Benefits - Scenario 3 ...... 8

Figure 5: REC Retirement Relative to RPS and CES ...... 10

Figure 6: Procurement Process Timeline ...... 13

Figure 7: Procurement Schedule ...... 17

Tables

Table 1: Modeling Scenarios ...... 4

Table 2: Summary of Costs and Benefits for Future Clean Energy Procurements ...... 5

Table 3: Quantitative Net Benefit Analysis ...... 6

Table 4: Benefit of Retiring Excess RECs ...... 10

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 5 of 27 Acronyms

ACP Alternative Compliance Payment BOEM Bureau of Ocean Energy Management CEC Clean Energy Certificate CES Clean Energy Standard

CO2 carbon dioxide CPS Clean Peak Standard DOER Department of Energy Resources DPU Department of Public Utilities EDCs Electric Distribution Companies FCM Forward Capacity Market GWSA Global Warming Solutions Act ISO-NE Independent Service Operator New England ITC Investment Tax Credit MW megawatts MWh megawatt-hour ORECs Offshore Wind Renewable Energy Certificates PPA power purchase agreement REC Renewable Energy Certificate RFP Request for Proposals RPS Renewable Portfolio Standard U.S. United States

iii

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Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 7 of 27 Introduction

Massachusetts is a national leader in the advancement of offshore wind. The Energy Diversity Act, Chapter 188 of the Acts of 2016 (“Energy Diversity Act”), signed by Governor Baker in August 2016, directed the Massachusetts Electric Distribution Companies (EDCs) to jointly and competitively solicit proposals for 1,600 megawatts (MW) of offshore wind energy generation through multiple solicitations conducted with the Department of Energy Resources (DOER) and to subsequently enter into cost- effective long-term contracts for such. This led the EDCs and DOER to solicit for and ultimately select 800 megawatts (MW) of offshore wind from Vineyard Wind at $65/megawatt-hour (MWh) (2017$) in May 2018, kickstarting major development of the industry in New England. The EDCs and DOER are currently in the process of soliciting and procuring the remaining 800 MW of offshore wind authorized by the Energy Diversity Act.

In 2018, Massachusetts passed An Act to Advance Clean Energy, Chapter 227 of the Acts of 2018, which required DOER, by July 31, 2019, to 1) investigate the necessity, benefits and costs of requiring the EDCs to conduct solicitations and procurements for up to 1,600 MW of additional offshore wind and 2) evaluate the previous solicitation and procurement process and make recommendations for any improvements.1 This additional offshore wind, subject of the study, is beyond the initial 1,600 MW authorized by the Energy Diversity Act.

Offshore wind is a renewable resource that offers numerous benefits. An additional 1,600 MW procurement of offshore wind energy will result in over 6,000,000 MWh of annual clean energy when fully online. Offshore wind energy generation has a greater capacity factor, approaching 50 percent on an annual basis, than many other renewable energy generators such as solar, especially during winter months. This is due to the high-quality wind resources off New England’s coast and advancements in turbine technology. As seen in Figure 1, the first solicitation of offshore wind was cost competitive with other clean energy policies.

1 As part of this Study, DOER reviewed the process of the first 83C solicitation but did not complete a review of second 83C solicitation for the remaining 800 MW as the solicitation is currently ongoing and will not be complete until end of 2019.

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Figure 1: Cost Comparison of Clean Energy Policies2

Overview

Over the last decade, state and federal governments have worked extensively to identify wind energy lease areas for offshore wind development that minimize environmental impacts. To date, the Bureau of Ocean Energy Management (BOEM) has delineated 15 lease areas from Massachusetts to North Carolina. Many developers have secured development rights to the lease areas through an auction process undertaken by BOEM. The first leases were auctioned in 2013 off the coast of Massachusetts and went for $3.8 million. In the second auction for the lease areas off Massachusetts held in 2015, the price for leases went for less than $300,000. Since then, the offshore wind energy industry in the US has developed rapidly and competition for the lease areas has exceeded anticipations. In comparison, at the most recent auction held in 2018 for leases off the coast of Massachusetts, the cost to secure a lease culminated at $135 million. In addition to the 15 lease areas already identified by BOEM, the federal government has identified additional call areas off the coasts of New York and South Carolina for potential future offshore wind development. Figure 2 depicts the current holders.

2 All costs are approximate. The cost of energy will vary based on multiple factors including location.

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Figure 2: Location of Offshore Wind Lease Areas

Following the Commonwealth’s lead, several other states along the Atlantic Seaboard have been aggressively pursuing long-term contracts for offshore wind in order to advance their clean energy goals and to secure investment in local economic development. In 2017, Maryland Public Service Commission announced in an Order that it had selected two projects, the 248 MW US Wind project and 120 MW Skipjack project, for awarding Offshore Wind Renewable Energy Certificates (ORECs) to support the development of offshore wind. In 2018 in collaboration with Massachusetts, Rhode Island procured 400 MW from the Revolution Wind project. Connecticut followed soon thereafter with an additional procurement of 200 MW from the Revolution Wind project in its “Best in Class Request for Proposal (RFP)”, and a subsequent 104 MW also from the Revolution Wind project through its Zero Carbon Resources RFP. Both New York and New Jersey have followed with separate procurements for approximately 800 MW or more, and 1,100 MW, respectively. As states are successfully completing offshore wind procurements, additional policies to expand their offshore wind goals are being considered in Maryland, Connecticut, and Virginia. In New Hampshire, steps have been taken to establish an intergovernmental offshore renewable energy task force to deliberate on the identification of wind energy areas off its coast.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 10 of 27 Analysis

DOER utilized a combination of both extensive stakeholder outreach and quantitative energy sector modeling, to analyze the cost-effectiveness of an additional 1,600 MW of offshore wind, the optimal timing of any future procurements, and other impacts on the environment and economy from the growth of offshore wind in Massachusetts. DOER solicited input from the public and key stakeholders, including environmental groups, developers, industry groups, EDCs, fisheries, and academia, through the issuance of written stakeholder questions and meetings with DOER staff.

For the quantitative analysis, three project scenarios were modeled as representative examples of future offshore wind development, incorporating different nameplate capacity of additional offshore wind beyond the 83C target and different in-service dates to investigate the impact on the energy system and the Renewable Portfolio Standard (RPS) and Clean Energy Standard (CES) markets. These results were used to determine the cost and benefits of an additional 1,600 MW of offshore wind, optimal timing of any future procurements, and the impact on emissions and compliance with Massachusetts’s Global Warming Solutions Act (GWSA).

Scenario Additional Offshore Wind In-Service Dates

1,600 MW from First 83C, Reference Case N/A 0 MW of Additional Scenario 1 800 MW 2025 Scenario 2 1,600 MW 800 MW in 2025 and 800 MW in 2027 Scenario 3 1,600 MW 800 MW in 2028 and 800 MW in 2030 Table 1: Modeling Scenarios

This analysis assumes that cost-effective procurements occur when the projected benefits of buying clean energy through the contract are greater than the projected benefits of buying the same amount of clean energy in the wholesale energy markets and the renewable energy certificate (RECs) and clean energy certificate (CEC) markets. Any contracts executed through 83C may include two products from the offshore wind project: 1) wholesale energy and 2) RECs that can be used for compliance with the RPS and CES.3 The EDCs will use the contracted products either for their own customers or sell the products into the market, receiving payment that offsets ratepayer costs. These are the direct benefits of the contract (see Table 2). The contracts also provide indirect benefits from reductions in wholesale energy and RPS and CES market costs as well as the avoided cost of complying with the GWSA emissions targets. These indirect benefits occur when ratepayers pay less for energy if the new offshore wind

3 Section 83C allows for contracts that are either for energy and RECs or RECs alone. This analysis assumed offshore wind contracts for both energy and RECs. Contracts were assumed to be 20 years

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 11 of 27 development reduces the market cost of all energy, also called market suppression, or when ratepayers avoid having to pay even more in the future to secure emission reductions in the electric sector.4

Cost of Offshore Wind Contracts Benefits from Offshore Wind Contracts (What the EDCs are Buying through the (Savings Impacting Ratepayers) Contract) • Sale of Energy into Wholesale Market (Direct Benefit) • Contract price for Energy • Reduction in Wholesale Market Costs • Use of RECs for RPS and CES Compliance (Direct Benefit) • Contract price for Renewable Energy • Reduction in Cost in the REC and CEC Markets Certificates (RECs) • Avoided Cost of GWSA Compliance Table 2: Summary of Costs and Benefits for Future Clean Energy Procurements

Findings - Necessity, Benefits and Costs

1. Based on current market projections an additional procurement for 1,600 MW of offshore wind has a likelihood of cost-effectiveness that justifies additional solicitations.

Using market projections for both the cost and the benefits of the contracts, all three scenarios were cost-effective showing a net benefit to ratepayers (see Table 3). An additional procurement for 1,600 MW of offshore wind is projected to save ratepayers $670 million to $1.27 billion over the 20-year life of the contract versus purchasing the same amount of clean energy in the markets (energy plus RECs/CESs).

The first 83C solicitation resulted in cost-effective clean energy at $65/MWh (2017$). If future benefits are as projected in this study, the levelized cost would need to be less than approximately $71-75/MWh, or within about 10%, for a future 1,600 MW contract for the contracts to be quantifiably cost-effective.

4 This analysis utilized a value of $16.51 as the avoiding cost of Global Warming Solutions Act compliance, consistent with the first 83C solicitation. This value represents an avoiding cost of future emission reductions that may have to be paid by ratepayers through other electric sector policies.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 12 of 27 Levelized Net Additional Total Net Benefit Scenario In-Service Dates Benefit ($/MWh) Offshore Wind (2019$) (2019$) 1,600 MW of First Reference Case 83C, 0 MW of N/A -- -- Additional Scenario 1 800 MW 2025 $1.10 billion $16 800 MW in 2025 and Scenario 2 1,600 MW $670 million $2 800 MW in 2027 800 MW in 2028 and Scenario 3 1,600 MW $1.27 billion $13 800 MW in 2030 Table 3: Quantitative Net Benefit Analysis

Benefits are described above as “net” meaning inclusive of the costs (benefits minus costs equals net benefit), and as both total benefits, the amount of benefit anticipated from the project, and as levelized, the total benefits divided by the number of MWh of generation. The results are presented as the value today, in 2019 dollars.5 Scenario 3 shows the highest total projected benefits, providing an anticipated $1.27 billion of net benefit while Scenario 1 shows the highest levelized projected benefit at $16 of benefit per MWh purchased. Projected levelized benefits begin to decrease as the larger offshore wind procurements are modeled but Scenarios 2 and 3 with 1,600 MW of offshore wind are still cost- effective, providing greater benefit than their anticipated costs. The impact of project size and timing on the levelized benefits is described in more detail in the findings below

2. Offshore wind can provide significant contributions towards achieving GWSA targets and is particularly valuable in winter months.

As seen in Figure 3, each scenario results in reductions to carbon dioxide (CO2) emissions across New England relative to the reference case through an increase of clean energy generation. Scenarios 2 and 3 with 1,600 MW of offshore result in approximately double the amount of CO2 emissions reductions compared to procuring only an additional 800 MW. The power system modeling showed that natural gas was the predominant fuel being displaced and other less clean fuels, such as oil, were also being displaced at times. During severe winter storm events, offshore wind energy has particular benefit of lowering energy prices and reducing greenhouse gas emissions by minimizing reliance on oil and coal fired generation units because of its higher winter capacity factor than other renewable resources.6

5 The included analysis utilized an inflation rate of 2 percent and a discount rate (the electric distribution companies’ weighted cost of capital) at 6.99 percent, consistent with the first 83C solicitation. 6 ISO-NE, High-Level Assessment of Potential Impacts of Offshore Wind Additions to the New England Power System During the 2017-2018 Cold Spell; December 17, 2018; https://www.iso-ne.com/static- assets/documents/2018/12/2018_iso- ne_offshore_wind_assessment_mass_cec_production_estimates_12_17_2018_public.pdf

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Figure 3: New England Emission Reductions

3. However, the benefits of procuring an additional 1,600 MW of offshore wind is highly dependent on regional REC market projections, which have significant market uncertainty.

The cost-effectiveness of any future contract is highly dependent on future changes to the regional REC market. The value or benefit of RECs varies based on market supply and demand principles. The demand for RECs depends on both Massachusetts’ and other New England states’ RPS and CES obligations. These obligations are set as a percentage of total electric load, meaning as load increases so does the need and market demand for RECs. Absent a flood of new RPS eligible resources, an increase in demand increases the market price and therefore value of any REC. The market value will continue to increase with demand until it is capped by the states’ alternative compliance payment (ACP) value where the RPS obligations can be met with a cash payment in lieu of a certificate.

Using the forecasts for this study, the REC benefits for Scenario 2 are projected to be approximately $34/MWh. Figure 4 shows how various changes in the projections of the REC market can impact REC benefits of the additional offshore wind contracts. If electric load is higher than forecasted in this study because of greater electrification of transportation and heating increasing the RPS and CES compliance obligations, the benefits of procuring offshore wind increase, as seen in Figure 4 in purple. If there are more RECs in the regional market than forecasted in this study due to other states adding more clean energy, then the benefits of procuring offshore wind decreases, as seen in Figure 4 in green. Therefore, given the high amount of uncertainty with RPS market projections, any additional solicitations for offshore wind will need to be evaluated at the time of procurement to determine whether they are cost- effective based on market conditions at that time.

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Figure 4: Total and Levelized REC Benefits - Scenario 3

In recent years, the market value of RECs has declined because load has been decreasing from Massachusetts’ highly successful energy efficiency programs. There has also been a dramatic growth in the supply of RECs from renewable clean energy resources being built and developed throughout Massachusetts and from other states’ clean energy policies. However, future policies to electrify the heating and transportation sectors would increase load and therefore increase the regional demand for RECs.

4. There are greater benefits to offshore wind contracts in later years as RPS and CES obligations continue to increase.

Because the RPS and CES obligations are designed to increase each year, projections indicate that there is more value to the REC supply produced from the additional offshore wind contracts in the later years, as seen in Figure 4. In later years, the additional offshore wind is projected to be needed for the larger RPS and CES compliance obligation, offsetting higher market costs when supply is less than demand. In contrast, in early years, the number of RECs from offshore wind is projected to exceed the market demand. As a result, excess RECs would be sold at a low price into an oversupplied REC market, which would reduce the direct market benefit of the RECs. Further, if the RECs are sold and not retained for Massachusetts, the emissions reductions associated with the excess contracted offshore wind would not count towards GWSA compliance.

Scenario 3 where the offshore wind comes online in 2028 and 2030 is more cost-effective than Scenario 2 where offshore wind comes online in 2025 and 2028 because more of the additional offshore wind RECs are projected to be used to offset higher RPS and CES compliance costs as described above. Additionally, Scenario 1 with only 800 MW has lower total benefits due to its smaller size but higher levelized benefits because the project more closely aligns with the size of the RPS and CES obligations, thereby reducing the amount of “surplus” RECs that must be sold into the market at a depressed price. This analysis shows that the size and timing of any future offshore wind projects will impact the benefits to Massachusetts ratepayers.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 15 of 27 5. Benefits for ratepayers are greatest if EDCs retain any excess additional offshore wind RECs that would otherwise be sold at a loss in the regional RPS market.

If there are more RECs than needed for Massachusetts compliance, any RECs in excess of Massachusetts suppliers’ need are sold into a regional oversupply. If the RECs are not retained, Massachusetts loses the emissions reductions associated with that energy and the contracted offshore wind does not count towards GWSA compliance. In order to counter this effect, Section 83C allows for DOER to notify the EDCs to retain purchased RECs to facilitate reaching GWSA targets.7 Figure 5 below shows the anticipated retention of RECs in the Base Case for Scenario 2. First, the EDCs would use the clean energy attributes they have on existing contracts, including the offshore wind projects procured through the first 83C solicitations, to meet their RPS and CES compliance obligations (Existing Contracted Clean Energy in grey). If there is still demand in the Massachusetts RPS, suppliers would then utilize any of the additional offshore wind attributes from Scenario 2 (Additional OSW in green). If there is still demand after all the contracted clean energy was utilized, suppliers would utilize the regional market RECs that are not on contract (Regional Market RECs in yellow). Excess RECs must be sold unless DOER notifies the EDCs to return the RECs (Excess Additional OSW in light green). It is projected that in early years (as shown in Figure 5 for years 2025-2031) with the additional 1,600 MW of offshore wind, the EDCs will contract for more RECs than needed for Massachusetts RPS and CES obligations. Instead of selling these excess RECs above the Massachusetts RPS obligation, DOER’s analysis shows that there are more benefits for ratepayers if the EDCs retain these RECs when market prices are very low and use the RECs toward GWSA emissions reduction targets (see Table 4). Although there would still be a small direct benefit from selling the REC into the oversupplied market, assumed to be $2 in this analysis, there would be a greater indirect benefit of retaining the REC for GWSA compliance and avoiding a future ratepayer cost to obtain additional clean energy to meet emission reduction targets.

7 “[P]rovided that the department of energy resources has not notified the distribution company that the renewable energy certificates should be retained to facilitate reaching emission reduction targets pursuant to chapter 298 of the acts of 2008 or chapter 21N of the General Laws, [the EDCs] shall sell the purchased renewable energy certificates to minimize the costs to ratepayers under the contract,” Acts of 2016, Chapter 188.

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Figure 5: REC Retirement Relative to RPS and CES

Quantitative Net Benefits Levelized Net Benefit or (Cost) ($/MWh) Analysis Sell Excess RECs Retire Excess RECs for GWSA Scenario 1 $16 $18 Scenario 2 $2 $4 Scenario 3 $13 $14

Table 4: Benefit of Retiring Excess RECs

6. There are benefits to continuing to enable the pairing of energy storage with offshore wind although analysis also shows the benefit of standalone storage on the grid that could enable grid flexibility for a number of resources including multiple offshore wind facilities.

Offshore wind is an intermittent resource, generating electricity when the wind blows and not in response to electric demand. To support a growing amount of intermittent renewable energy generation, energy storage will need to be developed to charge during low cost periods when there is excess offshore wind and discharge during high cost peak times. Pairing energy storage with offshore wind will allow the Commonwealth to meet peak demand times with clean energy instead of high cost and high emissions fuel oil. These benefits will also be incentivized as part of the Clean Peak Standard (CPS) regulations that are currently under development by DOER.

Energy storage can currently be procured through 83C as an allowable paired resource. Although proposals with energy storage were submitted in the first 83C solicitation, the selected project did not include paired storage. Because the contracted price from the selected project is now the price cap for future solicitations, it may be difficult to select energy storage in future solicitations. Although energy storage may provide greater benefits such as reducing costs and emissions during peak times and increasing grid flexibility, the additional cost of a paired energy storage project may be challenging under the current price cap.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 17 of 27 Analysis showed that the greatest benefits came from energy storage systems that were connected directly to the grid instead of behind the meter of the additional offshore wind. Behind the meter, the energy storage system can charge with excess offshore wind and discharge during times of high demand. Connected to the grid in front of the meter, the energy storage system could operate similarly but also provide other services to the system when not being utilized by the offshore wind. This would maximize the benefits of the energy storage without increasing cost.

7. While the expiration of the federal Investment Tax Credit (ITC) at the end of 2019 is expected to have a short-term impact on the cost of offshore wind, the cost of offshore wind development is currently expected to decline over time with improvements to technologies and supply chain.

The cost of offshore wind has declined significantly in the last several years largely due to the increase size of the turbines which yield greater energy production while minimizing infrastructure costs. In the United Kingdom, this has led to a price decline of over 50 percent between its auctions held in 2015 (£120/MWh) versus 2017 (£57.50). Along with technology improvements, growth of the U.S. domestic offshore wind supply chain is anticipated to reduce costs by lowering shipping costs and minimizing risk of disruption to construction schedules. Current projections anticipate that the levelized cost of energy will decline by approximately 3 percent per year between 2020-2030.8 While the expiration of the federal ITC may have a short-term effect on the price of offshore wind, the long-term trend of declining costs is anticipated to continue due to these additional factors.

8. At this time, procurements that provide long-term contracts are necessary for offshore wind projects to be financed and constructed.

Currently the Independent Service Operator New England’s (ISO-NE) wholesale market is unable to provide enough revenue and certainty to secure financing to construct offshore wind projects. ISO-NE’s Forward Capacity Market (FCM) provides a fixed revenue stream that is estimated to cover roughly just ten to fifteen percent of the fixed costs to build and operate an offshore wind project.9 In contrast, ISO- NE’s FCM provides a fixed revenue stream that is estimated to cover roughly two-thirds of the capital cost of a new gas-fired plant for its first seven years of operation.10 Other revenue sources from energy and REC markets are volatile making it challenging to finance offshore wind. Given the inability for offshore wind developers to receive sufficient revenue certainty from the wholesale market, offshore wind projects will not be able to be financed and constructed solely from the wholesale market at this time.

8 Annual Technology Baseline Data, National Renewable Energy Laboratory, 2018 9 RENEW, written stakeholder comment, March 2019. 10 Id.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 18 of 27 9. However, there are risks with having a significant portion of electricity demand under long- term contracts.

The EDCs collectively have executed a total of 62 long-term contracts, ending at various times, for a total financial commitment of over $22 billion. Annually, 1,600 MW of offshore wind represents 6,000,000 MWh of energy or 15 percent of EDC demand. With an additional 1,600 MW of offshore wind, over half (approximately 60 percent) of the EDCs electricity load will be supplied through long-term contracts instead of the wholesale competitive markets. This high amount of energy tied up in long-term contracts may impact wholesale markets and may shift risk to ratepayers as energy markets change. Flexibility to capture declines in cost and other benefits from changes in technologies could be lost over time.

Successful procurements “rely on the strong balance sheets and credit profiles” of the EDCs to secure the most competitive bids and lowest prices.11 The EDCs have stated that the “cumulative impact of these long-term obligations could ultimately negatively affect the financial profiles of the Distribution Companies.”12 The Massachusetts Department of Public Utilities’ (DPU) order for the Vineyard Wind contract acknowledged the size of the EDCs’ contracting obligation and the possibility of these contracts could “negatively impact the Companies’ credit ratings and result in increased costs that would ultimately be passed on to ratepayers”.13

Also, as more clean energy enters the competitive wholesale market through fixed long- term contracts, some stakeholders stated that there is a risk that financial institutions will lose confidence in the market, leading to increase energy prices for ratepayer. These additional risks to ratepayers due to the size and number of these contracts cannot be quantified at this time and may change as market rules and regulations shift over time.

Findings – Solicitation Process

1. Predictable, staggered offshore wind procurements targeting 800 MW has the potential to capture additional economic benefits of a growing offshore wind industry in the Northeast.

Northeast states including New York, New Jersey, and Connecticut are pursuing aggressive offshore wind targets, showing a large opportunity for the growth of a northeast offshore wind industry. A staggered predictable procurement schedule would provide increased market visibility which would lead to greater predictability in the market for supply chain providers, lowering risk of investment in Massachusetts. Staggering solicitations enables multiple points for developers to enter the market while protecting ratepayers and the Commonwealth from being over reliant on one project.

As a region, an organized pipeline of offshore wind solicitations in the U.S. may increase investments in domestic supply chain services. This contributes to lower offshore wind costs by minimizing shipping costs and disruption in construction schedules. Staggering solicitations is important as it enables

11Section 83 Distribution Companies Joint Testimony, DPU 18-76 through 18-78, page 41. 12 Id. at 42. 13 DPU Order, DPU 18-76 through 18-78, page 69.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 19 of 27 multiple points for developers to enter the market while protecting ratepayers and the Commonwealth from being over reliant on one project. A procurement schedule would clearly indicate to neighboring states when Massachusetts would be undertaking solicitations, fostering an opportunity for improved coordination of procurements.

Additionally, efforts are underway to consider the extension of the federal ITC for offshore wind projects. The federal ITC has an impact on project financing and could impact the procurement schedule.

2. Ideally, solicitations should be at least 24-30 months apart to adequately capture lessons learned from prior solicitations, provide sufficient time for stakeholder feedback, create robust competition and to better align with the growth in the RPS and CES markets.

Utilizing a staggered procurement schedule with 800 MW solicitations will allow for projects to be evaluated as energy and RPS markets change, while capturing economies of scale and anticipated declines in cost. Effective and successful solicitations required significant time from an experienced and diverse team. Contracts entered into by the EDCs are multi-billion-dollar contracts that have long-term cost implications on ratepayers and require adequate time to develop a fair process to fully evaluate the proposals. Additionally, stakeholder feedback has assisted the RFP process and adequate engagement requires time to complete to incorporate lessons learned. Figure 6 summarizes the necessary steps and milestones required to undertake a solicitation in Massachusetts. The process takes approximately 24- 30 months to complete process. Therefore, solicitations should occur no sooner than 24 months following the issuance of the RFP.

Figure 6: Procurement Process Timeline

Allowing for time between solicitations also provides benefits in the RPS and CES markets which increase annually. Too much procured clean energy in a short period of time will saturate the REC

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 20 of 27 market with an oversupply of certificates, greatly reducing their value and therefore the overall benefit and cost-effectiveness of the project.

3. In order to evaluate benefits of independent transmission and maximize transmission competition, potential transmission solutions would need to be identified and evaluated prior to the solicitations for 1,600 MW of additional offshore wind.

With the passage of the Clean Energy Act of 2018, DOER is now able to require distribution companies to jointly and competitively solicit and procure proposals for offshore wind energy transmission. Independent transmission has the potential benefit of minimizing impact on fisheries, optimizing the transmission grid, and reducing costs. These potential benefits must be weighed against potential cost to construct the network and potential risks of stranded costs if the system is not operational when required by generation assets.

In order for a transmission solution to be open to wider competition and for the benefits to be evaluated effectively, a transmission only solicitation would need to be separate from the energy generation and would need to be completed before the offshore wind generation is solicited.

For example, following a one-time transmission only solicitation, a preferred option for independent transmission could be contingently selected. In the subsequent solicitations for offshore wind generation, bidders would be required to pair their generation with both a generator lead line construction and the preferred independent transmission solution from the previous one-time solicitation for independent transmission. This would allow evaluation of two options for each offshore wind generation bid: one with a generator-lead line and one with the independent transmission option. Then the most beneficial option to ratepayers could be selected.

4. The offshore wind industry is rapidly evolving, and other states are undertaking efforts outside of the procurements to secure economic development.

The landscape on offshore wind sector has changed dramatically since 2016. Offshore wind developers are not as reliant on Massachusetts procurements in order to build projects because multiple other states are issuing solicitations for offshore wind energy. The solicitation processes in other states are also evaluating economic development as a component of their procurement, creating increased competition for Massachusetts to secure the economic development opportunities. Outside of procurements, other states are creating offshore wind tax credit programs and making investments in port infrastructure to increase economic development within their state. Notably, New Jersey with its $100 million offshore wind tax credit program, New York with its $200 million support for port infrastructure, and Connecticut with its $35.5 million investment its port facility in New London, are taking additional steps outside of energy procurements to position themselves for greater economic activity. The assumption that economic development will be secured solely through procurements no longer holds true. The Commonwealth should also recognize that economic development funded through procurements is ultimately reflected in the price for offshore wind, which increases costs for electric ratepayers. In order for Massachusetts to maintain its leading position, the state should

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 21 of 27 continue to create economic development programs outside of the procurements in addition to continuing to evaluate it as a criterion within the procurements processes.

5. As part of the solicitation process, the EDCs make up the Selection Team. Although some stakeholders have raised concerns about the Selection Team because of EDC-affiliated companies, the Independent Evaluator participates in and monitors the solicitation to ensure a fair and objective process, especially regarding any affiliate relationships.

The EDCs are the contracting parties who have undertaken the procurements in Massachusetts. The EDCs have affiliate companies that are unregulated owners of generation and transmission assets, and in some cases have been a part of a developer’s team who has submitted proposals to the procurements being undertaken by the EDCs. Due to the potential for a conflict of interest, a stringent code of standards has been put in place and statute requires an independent evaluator has been hired to “ensure an open, fair and transparent solicitation and bid process that is not unduly influenced by an affiliate company”.14 In each procurement, the independent evaluator has concluded that the process was properly and fairly conducted and the bid selection decision was objective and in accordance with RFP criteria.

Under the established process, the selection team is comprised of the EDCs and if the EDCs cannot unanimously agree on the same bid, the final binding decision would be made by DOER, after consulting with the independent evaluator. In the recent 83C and 83D solicitations, the EDCs could not reach unanimous agreement and the selection was made by DOER. Other states that are undertaking similar procurements have different procedures as established through their own laws and regulations. For example, in Connecticut, the EDCs are a part of the evaluation team, but the selection of the projects is made by the Commissioner of the Department of Energy and Environmental Protection, in consultation with others.

Recommendations

1. The EDCs should proceed with additional offshore wind solicitations for up to 1,600 MW of offshore wind and only enter into contracts if found to be cost-effective.

Based on the information that DOER has before it at this time, an analysis on costs and benefits of an additional procurement justify moving forward with up to 1,600 MW of additional offshore wind solicitations. Given uncertainty around regional REC market projections, the cost effectiveness of all proposals should continue to be evaluated at the time of the solicitation. To protect ratepayers, any future solicitations should maintain a price cap similar to the price of the first 83C contract.

Under current market conditions, in order to capture the greatest impact to the Massachusetts Greenhouse Gas Inventory for GWSA compliance while reducing ratepayer costs, incremental offshore wind RECs should first be used to offset existing regulatory compliance costs associated with the RPS

14 Section 83C(f)

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 22 of 27 and CES. Once so met, if there are additional offshore wind RECs that exceed the Massachusetts RPS and CES obligations, these certificates should be retained in Massachusetts for GWSA compliance instead of being sold.15 This ensures Massachusetts ratepayers receive an additional benefit of the greenhouse gas emissions reduction from the offshore wind projects.

2. Using the solicitation process framework for offshore wind generation provided in Section 83C, the additional procurements should be conducted for up to 800 MW in 2022, 2024 and, if necessary, to meet the procurement target, 2026. DOER should conduct a technical conference to assess whether and/or how a solicitation for independent transmission should occur and if necessary, issue a separate contingent solicitation for independent transmission in 2020 prior to additional solicitations for offshore wind.

The proposed schedule strikes a balance between capturing cost effectiveness offered by later procurements with a steady pipeline of solicitations to spur and maintain economic development opportunities. A defined schedule provides market visibility for supply chain development, increasing opportunities for economic development and benefits for the Commonwealth. Visibility on the schedule will also increase opportunity to coordinate with other states and other solicitations.

Beginning the additional offshore wind solicitations will increase the likelihood of cost-effective proposals and successful solicitations. This timing aligns future development with the growing demand for clean energy in RPS and CES markets. Additionally, this schedule will leverage the anticipated cost declines of the technology. However, if changes are made to federal ITC, the schedule should be adjusted as appropriate.

15 Under Acts of 2018, Chapter 227, DOER may notify the EDCs to retain any renewable energy certificates to facilitate reaching emission reduction targets.

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Figure 7: Procurement Schedule

The only feasible way to evaluate the benefits and cost effectiveness of independent transmission is to undertake a separate one-time transmission only process prior to undertaking a solicitation for generation. DOER should hold a technical conference with stakeholders to evaluate whether a solicitation for independent transmission should occur and how the solicitation should be undertaken. The transmission solicitation could occur in 2020, prior to the solicitation for the additional offshore wind generation, which would follow the solicitation process and framework provided in Section 83C. If the solicitation results in the identification of a preferred transmission solution, the additional offshore wind solicitation may include a requirement for generation developers to propose projects that utilize the identified transmission.

3. DOER should consider the benefits of an energy storage solicitation along with continuing to allow paired storage in the additional offshore wind solicitation.

Analysis showed that there are benefits to energy storage, especially with grid-connected systems, by providing grid flexibility as intermittent renewable generation increases. Securing energy storage paired with offshore wind generation as currently allowed through the offshore wind solicitations may be challenging because the price cap was set in the first 83C solicitation by a project without paired energy storage. Although the addition of energy storage may increase the overall benefits of the project, it would likely also increase the cost to the contract. Completing an energy storage solicitation separately and in addition to the offshore wind solicitation may identify cost-effective creative energy storage solutions that maximize energy storage benefits. A separate energy storage solicitation may also help meet any obligations created by the Clean Peak Standard more cost-effectively.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 24 of 27 4. The Commonwealth should continue to evaluate ways to cost-effectively finance clean energy, reduce risk to ratepayers and improve the procurement process.

There are multiple areas that DOER should continue to study as the Commonwealth moves forward with additional offshore wind solicitations.

• First, further assessment would be useful in determining the effect long-term contracts have on the EDCs balance sheets and wholesale markets. Since 2008, the Massachusetts EDCs have assembled a portfolio of cost-effective clean and renewable energy power purchase agreements (PPAs) under the Green Communities Act and subsequent amendments with over half (approximately 60 percent) of the EDCs’ electricity load anticipated to be supplied through long-term contracts instead of the wholesale competitive markets. The need, costs, and risks to Massachusetts ratepayers for long- term contracts should be continuously evaluated in the context of our changing energy landscape.

• Second, while offshore wind provides unique energy and environmental attributes, the Commonwealth’s energy and environmental goals and the competitiveness of the wind industry would benefit from comparative evaluation of all renewable and clean energy resources through the competitive solicitation process. Offshore wind has intrinsic resource attributes that make it particularly compelling, including coincident production with expensive winter peak periods, relative close proximity to electric load, and onshore economic development opportunities. However, there continues to be rapid innovation in all renewable and clean energy resources and as evidenced by the sharp decline in pricing in offshore wind just two years from the enactment of the Energy Diversity Act of 2016, expectations of future pricing of other resources may also change quickly. As a result, DOER recommends that the statute be revised to authorize the Commissioner of DOER, after review, to expand eligible resources under competitive solicitations to include other RPS and CES resources. This would allow the Commonwealth to compare all clean and renewable resources and advance the clean or renewable project that best meets the environmental, economic, and energy goals of the GWSA while eliminating the need for a statutory price cap for offshore wind projects. This change would proactively address the chance of not identifying a cost-effective project through future solicitations if pricing were to fall for other renewable and clean resources while increasing for offshore wind.

• Additionally, although the Independent Evaluator stated the first 83C solicitation was “properly and fairly conducted,”16 some stakeholders have suggested that DOER, after participating as a member of the Evaluation Team and in consultation with the Independent Evaluator, should select this winning proposal following written recommendation from each of the EDCs. DOER recommends continuing to utilize the

16 Independent Evaluator Report, DPU D.P.U. 18-76/18-77/18-78

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 25 of 27 Independent Evaluator and assess the selection process and whether there are opportunities for improvement in order to minimize any identified risk from affiliated projects.

5. While procurements should continue to encourage developers to maximize economic development opportunities, the Commonwealth should evaluate whether there is value in doing economic development for the offshore wind industry outside of the procurements.

There is a limit to the amount of economic development that can be financed through the contracts if the pricing of any additional offshore wind procurements continues at or declines below current levels to help achieve cost-effectiveness. Also, as more economic development is included in procurements, there is a risk that it could increase the cost of electricity contracts, which could have detrimental impact on economic development for other energy-intensive industries. Therefore, Massachusetts procurements should continue to encourage developers to maximize economic development opportunities and we should continue to include it as evaluation criterion. However, consideration should be given to the balance of having economic development costs in the procurement contracts which impacts electricity rates versus other economic development mechanisms outside these contracts. It is worthwhile to continue to look at economic development outside of the procurements to enable an “industry cluster” to develop in the Commonwealth.

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 26 of 27 Appendix A: State Offshore Wind Economic Development

State Procurement Economic Investment

• +$100m state investment in port • Authority to procure 1,600 MW of infrastructure in New Bedford cost-effective offshore wind by • Secured $15m from developer for 2027 offshore wind accelerator fund. Massachusetts • Authority for DOER to require an • Secured $15m in resiliency and additional 1,600 MW to be affordability funds solicited by 2035 • Secured $16m in host community agreement • Authority to procure 3% of load • $35.5m state investment its port from offshore wind facility in New London • Authority to procure zero carbon • Secured $35m from developers for resources which include offshore port improvements and other in- Connecticut wind state construction commitments • Pending legislation proposes to • $22.5m in previously committed establish 2,000 MW offshore wind from developer for State Pier goal” infrastructure improvements • Authority for 3,500 MW of • $100m Offshore Wind Tax Credit New Jersey offshore wind by 2030 Program • Authority for 2,400 MW of offshore wind by 2030 • $200m state investment in port New York • State goal for 9,000 MW of infrastructure offshore wind by 2035 • No set target for offshore wind • Secured $40m from developers for Rhode Island • Procuring offshore wind under two port improvements statutes for renewable energy • 2.5% carve-out for offshore wind in the RPS • Secured $39.6m for port • Legislation passed to double the Maryland improvements and $76m in steel RPS, requiring 1,200 MW of fabrication plant from developers additional offshore wind to meet 2.5% carve-out

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-13(1) Page 27 of 27 Appendix B: Stakeholder Engagement List

DOER would like to thank the many stakeholders that provided feedback in the offshore wind study process either through coordinated meetings with DOER staff and consultants or through written comments. The feedback received was instrumental in the identification of areas for investigation and guidance on recommendations. DOER will continue to work with stakeholders on offshore wind matter as local development continues.

For written stakeholder comments, please refer to https://www.mass.gov/service-details/offshore- wind-study

Stakeholder Engagement List

Acadia Center New Bedford Port Authority Anbaric New Bedford Seafood Consulting Associated Industries of Massachusetts New England Power Generation Association Atlantic Wind Connection Northeastern University Bristol Community College Old Bedford Village Community Development Calpine Orsted CLF POWER-US Commercial Fisherman (various) Renew Northeast Environment Massachusetts Research and Policy Responsible Offshore Development Alliance Center Environmental League of Massachusetts Richard Kerver Environmental Organization Consortium Seakeeper Equinor Self-Reliance Corporation Eversource Siemens Gamesa Fisheries Survival Fund Sierra Club HQ US Southeastern Massachusetts Consortium ISO-NE The Energy Consortium K2 Management Tufts University Martha's Vineyard Fishermen's Preservation Trust University of Massachusetts- Amherst Mass Audubon University of Massachusetts - Dartmouth Massachusetts Lobstermen’s Association University of Massachusetts - Lowell Mayflower Wind Union of Concerned Scientists National Grid Unitil National Wildlife Federation Vineyard Wind Nature Conservancy Woods Hole Oceanographic Institution New Bedford Economic Development Council

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/19-143 Information Request: EFSB-MWE-14 October 16, 2020 Person Responsible: Seth Kaplan Page 1 of 1

Information Request EFSB-MWE-14 Refer to MWE-SK-1, at 6, where Mr. Kaplan refers to the Massachusetts Executive Office of Energy and Environmental Affairs (“EEA”) Draft Letter of Determination, dated February 26, 2020, which contains proposed language to set a 2050 greenhouse gas GHG limit designed to achieve net-zero GHG emissions. Please provide a copy of that letter as an attachment to this information request response or as a separate exhibit. Response: See Attachment EFSB-MWE-14(1).

. 106604999.8 Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-14(1) Page 1 of 7 The Commonwealth of Massachusetts Executive Office of Energy and Environmental Affairs 100 Cambridge Street, Suite 900

Boston, MA 02114

Charles D. Baker GOVERNOR

Karyn E. Polito LIEUTENANT GOVERNOR Tel: (617) 626-1000 Kathleen A. Theoharides Fax: (617) 626-1181 SECRETARY http://www.mass.gov/eea

February 26, 2020

REQUEST FOR COMMENTS

The Global Warming Solutions Act (GWSA) “was passed to address the grave threats that climate change poses to the health, economy, and natural resources of the Commonwealth. The act is designed to make Massachusetts a national, and even international, leader in the efforts to reduce the greenhouse gas emissions that cause climate change.”1 The GWSA designates the Secretary of Energy and Environmental Affairs (Secretary) and the Massachusetts Department of Environmental Protection (MassDEP) as the entities primarily responsible for implementing the act.

The GWSA requires that the Secretary shall, in consultation with MassDEP and the Department of Energy Resources (DOER), adopt separate statewide GHG emissions limits for 2020, 2030, 2040 and 2050. Section 4 of chapter 21N of the General Laws sets forth the process that the Secretary was required to follow in setting the 2020 limit. Section 4 required the Secretary to, among other things, consult with all state agencies and certain regional authorities, analyze the feasibility of measures to comply with the emissions limit, evaluate the total potential costs and economic and noneconomic benefits of various reduction measures, and conduct public hearings on the proposed 2020 emission limit and accompanying implementation plan.

The process required by the GWSA in setting the 2050 limit is significantly less robust as compared to the process required for setting the 2020 limit. The requirement of consultation is limited to consultation with MassDEP and DOER. Following the Governor’s January 21, 2020 commitment to the Commonwealth achieving net-zero greenhouse gas emissions in 2050, the Secretary has begun the statutorily required consultation process to set the 2050 emissions limit. However, recognizing the value that other stakeholders can bring to the process and the importance of the 2050 limit to the Commonwealth, the Secretary is seeking additional consultation and comments from the public. This additional consultation will be received according to the schedule set forth in Appendix A. In order to frame the discussion and give members of the public a proposal on which they might comment, a draft determination is included in Appendix B.

1 New England Power Generators Assoc. v. Dept. of Envt’l Prot., 480 Mass. 398, 399 (2018). Page 1 of 7

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APPENDIX A

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Opportunities for Public Comment re: Net-Zero Determination

The Secretary of Energy and Environmental Affairs (Secretary) is accepting comments and feedback from the public regarding the formalization of Governor Baker’s January 21, 2020 commitment to the Commonwealth achieving net-zero greenhouse gas emissions in 2050 pursuant to section 3(b) of G.L. 21N.

Public comments, including those addressing specific mechanisms and definitions related to establishing a net-zero emissions limit, will be accepted as follows:

Public Meetings – Public comment regarding formalization of a net-zero greenhouse gas emissions limit for 2050 will be accepted during a designated portion of each of the following public meetings:

Date Location March 4 Worcester State University, Worcester MA March 9 Bristol Community College, Fall River MA March 11 Roxbury Community College, Roxbury MA March 12 Berkshire Community College, Pittsfield MA March 16 Springfield Technical Community College, Springfield MA March 23 Middlesex Community College, Lowell MA March 25 Bunker Hill Community College, Boston MA

To facilitate broad participation and opportunity to comment, public remarks at these meetings will be limited to three (3) minutes per person. Additional information regarding each of these meetings can be found here www.mass.gov/2050Roadmap.

Written Comments – Comments in writing will be accepted through 5pm on Friday, April 10, 2020. Written comments may be submitted electronically at www.mass.gov/2050Roadmap or by U.S. Mail to:

EOEEA – Net Zero Determination c/o Claire Miziolek 100 Cambridge St., Suite 900 Boston, MA 02114

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APPENDIX B

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DRAFT DETERMINATION OF STATEWIDE EMISSIONS LIMIT FOR 2050

Pursuant to the Global Warming Solutions Act (Chapter 298 of the Acts of 2008, “GWSA,” and as codified at M.G.L. c. 21N, “Chapter 21N”), and having consulted with the Department of Environmental Protection and Department of Energy Resources, I hereby establish a 2050 statewide emissions limit of net zero greenhouse gas emissions defined as follows:

A level of statewide greenhouse gas emissions that is equal in quantity to the amount of carbon dioxide or its equivalent that is removed from the atmosphere and stored annually by, or attributable to, the Commonwealth; provided, however, that in no event shall the level of emissions be greater than a level that is [80, 85, 90*]% below the 1990 level.

Background

In 2007, United Nations Intergovernmental Panel on Climate Chaprilange (IPCC) determined that global greenhouse gas (GHG) emissions should be reduced to a level “at least 80% below 1990 levels by 2050” in order to stabilize global atmospheric carbon dioxide (CO2) concentrations at levels consistent with no more than a 2°C rise in global mean temperature above pre-industrial levels. That level was set in order to avoid a range of damaging and extreme (and in some cases irreversible) impacts to ecosystems, economies, and human communities around the world associated with greater than such a 2°C temperature increase. 1 While the IPCC recognized the need for both mitigation and adaptation, it concluded that “unmitigated climate change would, in the long term, be likely to exceed the capacity of natural, managed and human systems to adapt.”2

In August 2008, Massachusetts adopted the IPCC’s mid-century global emissions reduction target when it became one of the first states in the nation to create a comprehensive legal and regulatory emissions reduction framework for the purpose of addressing climate change. Referencing the best-available science, including that from IPCC, the GWSA required among other things the adoption by January 1, 2011 of a 2020 statewide GHG emissions limit “between 10 per cent and 25 per cent below the 1990 emissions level” and the subsequent adoption of a 2050 emissions limit for the Commonwealth that is “at least 80 per cent below the 1990 level.”3

Secretary of Energy and Environmental Affairs Ian A. Bowles issued a determination letter dated December 28, 2010, establishing the Commonwealth’s legally binding statewide GHG emissions limit for 2020 at 25% below the 1990 level after determining it a responsible and achievable emissions reduction level that would, among other things, maximize opportunities to realize cost savings, increase energy independence, and promote growth in clean energy jobs in Massachusetts.4

Since the GWSA was passed, the Commonwealth has thrived while maintaining nation-

[* The Secretary has not yet determined, and seeks public comment on, the “not greater than” level of 2050 statewide greenhouse gas emissions to be included in the state’s 2050 net zero emissions limit.] 1 IPCC, 4th Assessment Report: Mitigation of Climate Change (Contribution of Working Group III) (2007). 2 IPCC, 4th Assessment Report: Synthesis Report (2007). 3 Chapter 21N § 3(b) & 4(a); GWSA § 15. 4 EEA, Determination of Greenhouse Gas Emissions Limit for 2020 (Dec. 28, 2010). Page 5 of 7

Mayflower Wind Energy, LLC Energy Facilities Siting Board EFSB 19-06/D.P.U. 19-142/D.P.U. 19-143 Attachment EFSB-MWE-14(1) Page 6 of 7 leading rates of GHG emissions reductions. As detailed in the Commonwealth’s 2018 Global Warming Solutions Act 10-Year Progress Report, Massachusetts’ Gross State Product (GSP) increased by more than $91 billion (21%) from 2008 to 2017, and the Commonwealth’s clean energy industry employs more than 110,000 people while contributing $13.2 billion (or about 2.5% of the annual GSP) to the Commonwealth’s economy. Massachusetts has reduced its annual statewide GHG emissions by the equivalent of 21.1 million metric tons of CO2 equivalent, achieving in 2017 emissions 22.4% below the 1990 level.

In October 2018 pursuant to direction given by the signatories of the 2016 Paris Agreement,5 including the United States, the IPCC published its Special Report on Global Warming of 1.5°C. The report contains an assessment of the best available scientific, technical and socio-economic literature relevant to global warming of 1.5°C as well as a comparison between the likely impacts of global warming of 1.5°C and 2°C above pre-industrial levels. The report found that many, if not most, of the damaging, extreme, and in some cases irreversible impacts that previously motivated global action to limit global warming to 2°C above pre-industrial levels are likely to occur unless such warming is limited to a lower level of 1.5°C.6 Based on the results of integrated assessment modeling of 90 different global mitigation pathway scenarios, the IPCC determined that global GHG emissions reductions of at least net zero by 2050 were required to stabilize global atmospheric CO2 concentrations at levels consistent with no more than a 1.5°C rise in global mean temperature above pre-industrial levels.7

Since at least April 2019, the Executive Office of Energy and Environmental Affairs (EEA), in consultation with the Department of Environmental Protection (MassDEP), the Department of Energy Resources (DOER) and other Commonwealth agencies, has been engaged in a planning process (2050 Decarbonization Roadmap) supported by quantitative pathway scenario analysis to identify technically and economically viable strategies for Massachusetts to reduce its GHG emissions by at least 80% in 2050, including pathways capable of achieving net zero emissions in 2050.

Statutory Mandate

The GWSA “was passed to address the grave threats that climate change poses to the health, economy, and natural resources of the Commonwealth. The act is designed to make Massachusetts a national, and even international, leader in the efforts to reduce the greenhouse gas emissions that cause climate change.”8 The GWSA designates the Secretary of Energy and Environmental Affairs (Secretary) and MassDEP as the entities primarily responsible for implementing the act.

The GWSA requires that the Secretary shall, in consultation with MassDEP and the Department of Energy Resources (DOER), adopt separate statewide GHG emissions limits for 2020, 2030, 2040 and 2050.

5 Decision of the 21st Conference of Parties of the United Nations Framework Convention on Climate Change to adopt the Paris Agreement (Jan. 29, 2016), para. 21. 6 IPCC, Special Report on Global Warming of 1.5°C (Oct. 2018), Chap. 3 (“Impacts of 1.5°C of Global Warming on Natural and Human Systems”). 7 Id. at Chap. 2 (“Mitigation Pathways Compatible with 1.5°C in the Context of Sustainable Development”). 8 New England Power Generators Assoc. v. Dept. of Envt’l Prot., 480 Mass. 398, 399 (2018). Page 6 of 7

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Findings of Fact

Based on my expertise and experience as Secretary and before that Undersecretary for Climate Change, including representing Massachusetts in the U.S. Climate Alliance since June 2017; the findings and recommendations in the Massachusetts Clean Energy and Climate Plan for 2020, as updated; the findings and recommendations in the 2018 Massachusetts Global Warming Solutions Act 10-Year Progress Report; the findings and recommendations of the 2018 Massachusetts State Hazard Mitigation and Climate Adaptation Plan; the findings and recommendations of the IPCC 5th Assessment Report (2014) and Special Report on Global Warming of 1.5°C; and preliminary and prior analysis by EEA’s 2050 Decarbonization Roadmap analysts, I make the following findings:

• As identified and described by the IPCC, global warming and its associated climate change remain a grave threat to the health, economy, citizens, and natural resources of the Commonwealth.

• The Commonwealth and its people are already experiencing damaging and life-threatening impacts caused by climate change.

• Sea level rise and increased storm-severity and frequency particularly threaten the Commonwealth’s more than 3 million coastal residents with loss of life and potentially hundreds of billions of dollars of economic damage by 2100 if climate change is not mitigated.

• Inland flooding associated with unmitigated climate change threatens the health and welfare of citizens across the entire Commonwealth, with property damage estimates exceeding $60 billion.

• Unless mitigated on the pace, scale and scope identified by the IPCC, climate change is likely to exceed the capacity of natural, managed and human systems globally and in the Commonwealth to adapt to it.

• In order to avoid significantly damaging and potentially irreversible climate change, global atmospheric CO2 concentrations should be stabilized at levels consistent with no more than a 1.5°C rise in global mean temperature above pre-industrial levels.

• To ensure no more than a 1.5°C rise in global mean temperature above pre-industrial levels, global GHG emissions should be reduced to at least net zero in 2050.

• As it has to date, emissions reduction activity on the pace and scale recommended by the IPCC is likely to continue to present the Commonwealth with increased opportunities to realize cost savings and increased energy independence, and to promote growth in clean energy jobs in Massachusetts.

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