THE CPV VALLEY ENERGY CENTER

THE CPV VALLEY ENERGY CENTER

Table of Contents A. EXECUTIVE SUMMARY... 1 1.0 PROJECT ABSTRACT... 1 2.0 EXECUTIVE SUMMARY... 1 B. REQUIRED INFORMATION... 2 1.0 RESPONDENT INFORMATION... 2 1.1 Company Information... 2 1.2 CPV Overview and Experience... 2 2.0 PROJECT DESCRIPTION... 3 2.1 Overview of the CPV Valley Energy Center... 3 2.2 Project Capability... 4 2.3 Project Location... 4 2.4 Fuel Source and Availability... 4 2.5 Commercial Operation Date & Schedule... 5 2.6 Experience, Market Availability and Suitability of Project Technology... 5 3.0 PROJECT JUSTIFICATION... 5 3.1 Maximize New York State electric ratepayer value in the operation of the electric grid... 5 3.2 Contribute to an environmentally sustainable future for New York State... 6 3.3 Assure that long-term reliability of the electric system is maintained in the face of major system uncertainties... 6 3.4 Encourage development of utility-scale renewable generation resources throughout the State... 6 3.5 Reduce constraints on the flow of electricity to, and within, the downstate area, and expand the diversity of power generation sources supplying downstate... 7 3.6 Increase efficiency of power generation, particularly in densely populated urban areas... 7 3.7 Create jobs and opportunities for New Yorkers... 7 3.8 Apply advanced technologies that benefit system performance and operations... 7 3.9 Adhere to market rules and procedures, and make recommendation for improvements as appropriate... 7 4.0 FINANCIAL... 8 4.1 General Financial Structure... 8 4.2 Financing Structures... 8 5.0 PERMITS AND APPROVAL PROCESS... 8 5.1 New York State Environmental Quality Review Act... 9 5.2 Air Permit... 9 5.3 Wetlands Permit... 9 5.4 Certificate of Public Convenience and Necessity... 9 5.5 New York Independent System Operator Interconnect Process... 9 5.6 Site Plan and Special Use... 10 C. ADDITIONAL INFORMATION... 10 1.0 PROPERTY... 10 1.1 Project Site... 10 1.2 Electrical Interconnect... 10 1.3 Water Supply and Discharge... 10 1.4 Potable Water and Sewer... 11 1.5 Gas Interconnect... 11 2.0 PROJECTED IN-SERVE DATE AND PROJECT SCHEDULE... 11 3.0 INTERCONNECTION... 11 3.1 Interconnection Point... 11 3.2 POI Assessment... 11 3.3 Deliverability Assessment... 12 4.0 TECHNICAL... 12 4.1 Anticipated Life of Components... 12 4.2 Manufacturers Warranties... 12 5.0 CONSTRUCTION... 13 5.1 Opportunity for New York Based Manufacturers... 13 5.2 Overview of Contractual Arrangements During Construction... 13 5.3 Availability of Labor... 13

Table of Contents 5.4 Potential Decommissioning... 13 6.0 OPERATIONAL... 13 6.1 Projected Availability... 13 6.2 Safety and Emergency Considerations... 14 7.0 SOCIO-ECONOMIC... 14 7.1 Benefits to the Local Economy... 14 7.2 Impact on Jobs... 15 7.3 Public Safety Concerns... 15 7.4 Aesthetic Issues... 16 7.5 Impacts on Real Estate... 16 7.6 Environmental Justice Considerations... 16 8.0 FINANCIAL... 17 8.1 Financial Plan... 17 8.2 Name of Project Sponsors... 17 8.3 Projected Amounts of Energy & Capacity... 17 8.4 Potential Sources of Project Revenue... 17 8.5 Risks of Price Change... 17 8.6 Anticipated Incentives... 18 8.7 Options to Reduce Pricing & Pricing Uncertainty... 18 9.0 ENVIRONMENTAL... 18 9.1 Environmental Benefits to the Region... 18 9.2 Projected Reductions in Greenhouse Gases... 18 9.3 Wetland, Stream, Forests & Natural Area Impacts... 18 9.4 Environmental Impacts of Construction and Operation... 19 9.5 Proposed Mitigation... 19 10.0 PROJECT CONTRACT/RFP STATUS... 19 11.0 PUBLIC OUTREACH... 19 11.1 Overview / Approach:... 19 11.2 Anticipated stakeholder groups and affected individuals... 20 11.3 Potential issues to be addressed... 20 11.4 Public Outreach Plan... 20 Appendices A. Project Description B. Project Rendering, Site Location & Maps C. Preliminary Project Schedule D. Emission Comparisons E. Point of Electrical Interconnection F. SEQRA Environmental Impact Statement (Table of Contents) G. Letters of Support

CPV VALLEY ENERGY CENTER A. EXECUTIVE SUMMARY 1.0 Project Abstract CPV Valley Energy Center, located in Orange County, New York, is an technologically-advanced clean combined-cycle power generation project that is expected to deliver over $270 million of annual reductions in electric costs for New York ratepayers, significantly reduce harmful pollutants by displacing power generated from older, dirtier generation sources, add dispatch flexibility to spur intermittent renewable resource development and spur over $1 billion in private investment in the local economy. Following over 4 years of development activity, the CPV Valley Energy Center is nearing completion of all major permits to start construction and represents an immediate actionable project that could meet the objectives and goals of the Energy Highway initiative. 2.0 Executive Summary The CPV Valley Energy Center is 650 MW advanced stage development project that meets the objectives and goals of the Energy Highway initiative set forth by Governor Cuomo. The CPV Valley Energy Center offers New York an opportunity to build a stronger economic future as well as enhance and modernize New York s electric power system. The CPV Valley Energy Center offers New York: $273 million of average annual reduction in electric costs for the ratepayers of New York, Reduction in NO x emissions, SO x emissions, and Mercury emissions by approximately 816 tons, 325 tons and 4 lbs per year, respectively, Reductions in 494,000 tons per year of greenhouse gas emissions due to the high efficiency of combined-cycle generation and the displace of older, less efficient units, as well as the water conscious design of the CPV Valley Energy Center will make a positive impact on New York s environmental profile, Over $1 billion of economic benefit to the local economy from the construction and long-term operation of the CPV Valley Energy Center, 1,890 of new jobs from the construction of this new $900 million state-of-art generation facility, 131 jobs during the operating life of the project, and Enhancements for the long-term reliability of New York s electric system through the addition of new dual fuel generation and transmission capabilities, thereby reducing New York s dependency on older, less efficient generation technology, especially in densely populated areas. CPV Valley Energy Center is in an advanced stage of development with the SEQRA Findings Statement being adopted by the Lead Agency in May of 2012, and a number of interconnection and deliverability studies completed by the New York Independent System Operator (NYISO). The CPV Valley Energy Center represents an immediate actionable project that could begin construction in 2013 for an in-service date in 2016. This opportunity provides a low-risk option for New York to make meaningful reductions in the cost of electricity for New York ratepayers while improving the air and water quality in the state and creating a stronger economy. New York Energy Highway 1 P age

CPV VALLEY ENERGY CENTER B. REQUIRED INFORMATION 1.0 Respondent Information 1.1 Company Information CPV is pleased to submit information regarding its proposed CPV Valley Energy Center (CPV Valley or Project) in response to the Energy Highway Task Force Request for Information (RFI). Specific questions regarding CPV, the Valley project and any information contained herein should be directed to: 1.2 CPV Overview and Experience Mr. Steven Remillard Competitive Power Ventures, Inc. 50 Braintree Hill Office Park, Suite 300 Braintree, MA 02184 Tel: (781) 817-8970 www.cpv.com CPV is a leading North American electric power generation development and asset management company headquartered in Silver Spring, Maryland, with offices in Braintree, Massachusetts; San Francisco, California; and Toronto, Canada. CPV has concentrated on clean energy, developing wind-powered and high efficiency natural gas generation to meet growing electric demands. CPV is majority owned by Warburg Pincus, a leading global private equity firm that has invested over $40 billion in approximately 650 companies worldwide. For more information on CPV, please visit the CPV website at www.cpv.com. CPV s management team has a proven track record in the development, financing and operations of numerous power projects throughout the US and abroad. CPV's management team has successfully developed over 20,000 MW of power projects that are currently in operation, and have acquired or monetized more than $10 billion of generation assets. The experience and leadership of the CPV management team has established CPV as a premier electric power generation development and asset management company in North America. CPV specializes and focuses on three (3) power generation business lines: 1.) Natural Gas-Fired Generation - CPV is actively developing natural gas-fired generation projects in select markets in North America. CPV s thermal development group is leading the development and/or construction of over 5,800 MW of natural gas-fired projects in various stages of development of which: 1,458 MW are under or have been awarded long term contracts or PPAs with Load Serving Entities (LSE). 728 MW are currently under construction with COD projected for Q1 2013. 2.) Renewable Energy Development CPV s renewable energy development and construction portfolio includes approximately 3,600 MW (gross) of wind power projects across North America, of which 1,125 MW (gross) are located within Canada. CPV s renewable portfolio consists of: 317 MW under long term Power Purchase Agreements (PPA) 152 MW in operation 165 MW in construction New York Energy Highway 2 P age

CPV VALLEY ENERGY CENTER 3.) Asset Management CPV s asset management portfolio consists of over 4,200 MW of operating natural gas-fired generation assets in North America, with an additional 800MW in construction. CPV s asset management division also manages the construction and startup for CPV s thermal and renewable energy projects. CPV s management and development team has extensive experience in the New York energy markets. Members of CPV s senior management team were responsible for the development of the Athens Generation Facility (1,080 MW combined-cycle located in Athens, New York), which was one of the first power projects permitted under New York s former Article X power plant siting law. CPV currently manages the Athens Generating facility. CPV continues to build on this track record and experience with the successful development of the CPV Valley Energy Center in Orange County New York. This experience in navigating challenging permitting regimes has led to CPV Valley becoming one of the state s first power projects approved under New York s State Environmental Quality Review Act (SEQRA) with a local board acting as Lead Agency. Recent achievements of CPV include the following: 2012 2011 2010 CPV Valley Energy Center concludes SEQRA with the Town of Wawayanda Planning Board unanimously passing a resolution adopting its Findings Statement for the CPV Valley Energy Center. CPV s St. Charles Energy Center project was awarded a long-term contract resulting from a competitive state sponsored solicitation process in Maryland. Financed $263 million for CPV s 166 MW CPV Cimarron wind facility, which through a competitive procurement process was awarded a 20-year PPA with TVA. Financed $800 million for the CPV Sentinel (728 MW) gas-fired generation facility, which through a competitive procurement process was awarded a 10-year PPA with Southern California Edison and is currently under construction. Project Financial International and Project Finance Magazine recognized the financing of CPV Sentinel as the Americas Power Deal of the Year and Single Asset Deal of the Year, respectively. The CPV Woodbridge Energy Center project was selected out of 31 proposals by the New Jersey Board of Public Utilities as one of three electric generating projects awarded contracts for its output. Financed and constructed $230 million for CPV s 252 MW CPV Keenan wind facility, which through a competitive procurement process was awarded a 20-year PPA with Oklahoma Gas & Electric Co. 2.0 Project Description 2.1 Overview of the CPV Valley Energy Center The proposed CPV Valley Energy Center is a nominally rated 650 MW combined-cycle facility located in the Town of Wawayanda, Orange County, NY. The Project is comprised of two (2) F-class gas turbines and one (1) steam turbine. This highly efficient configuration will operate primarily on natural gas, to be supplied through the Millennium Pipeline, but will also be capable of operating on ultra-low sulfur diesel (ULSD) as a backup fuel. The Project is electrically located within the New York Independent System Operator s (NYISO) Zone G, and will interconnect to New York Power Authority s (NYPA) 345kV electric transmission line (Line 42) between the Coopers Corners and Rock Tavern New York Energy Highway 3 P age

CPV VALLEY ENERGY CENTER substations. A rendering of CPV Valley along with a more detailed project description is provided in Appendix A Project Description.) Transmission Enhanced Option - In addition to the CPV Valley Energy Center, CPV can provide a Transmission Enhanced Option. This is a transmission upgrade that uses economies of scale to oversize the transmission upgrades beyond what is required for CPV Valley s capacity deliverability to further increase transmission capability over existing lines and lower congestion costs in the Lower Hudson Valley and New York City. Specifically, the Transmission Enhanced Option is based on increasing the amount of series compensation on the Leeds-Hurley transmission line beyond what is required for CPV Valley s interconnection. The Transmission Enhanced Option increases the transfer capability across the UPNY-SENY interface by approximately 450 MW. The benefit of this solution is an opportunity to build on CPV Valley s ratepayer benefits at a low incremental cost by increasing the capability and utilization of its existing transmission system to enhance system reliability and access to upstate renewable and conventional generation. This is a no regrets opportunity for the New York ratepayers as this option can be in service sooner than a new transmission line can be constructed and would complement future transmission system reinforcements. 2.2 Project Capability The Project, based on NYISO analysis, will be capable of producing and delivering approximately 680 MW (peak output during summer conditions) of capacity and energy at the point of interconnection at NYPA s Marcy South 345kV line. The Project has progressed through the NYISO interconnection study process and is currently in the Facilities Study phase, which is the next to last step in the NYISO interconnection process before the execution of an Interconnection Agreement. In addition to the output of the Valley Energy Center, the Transmission Enhanced Option discussed above would provide an additional 450 MW of transmission transfer capability at the UPNY-SENY interface, and therefore, 450 MW of additional flow on the system allowing existing bottled generation upstate to flow to the downstate area. 2.3 Project Location The proposed CPV Valley Energy Center is located on a large undeveloped 122 acre site, but will only use approximately 21 acres of the site. The remaining portion of the property will remain undeveloped land to provide significant buffer from abutting property owners. The project site is located in the Town of Wawayanda, Orange County, New York. The broader 122 acre site parcel is bounded by Interstate-84 (I-84) to the south, Route 17M on the east, and Route 6 to the north and west. Portions of the 122 acre site were used previously for agricultural purposes, while other portions are wooded. The property is currently zoned Mixed Commercial and the development of power generation facility is permitted via a special use permit. From an electrical perspective, CPV Valley is located in Zone G of the NYISO s electrical zones. Please refer to Appendix B Site Location and Maps, which contains a map and aerial view of the project site, as well as, a map showing CPV Valley s location in Zone G. 2.4 Fuel Source and Availability CPV Valley is a dual fuel capable facility. The Project is designed to operate predominately on safe clean natural gas, as well as, fuel oil for reliability purposes, which is critical for the long-term reliability of the New York energy system. The primary fuel source, natural gas, is readily available from the Millennium Pipeline. In 2010, CPV entered into a commercial agreement with Millennium Pipeline LLC ( Millennium ) to provide the natural gas connection from the existing Millennium pipeline to the Project. While there will be new construction associated with the lateral connecting the Project to the Millennium pipeline, there will be no major infrastructure upgrades required to provide natural gas to the Project. The construction of the lateral and CPV s firm transportation service through Millennium provides for a stable supply of natural gas to fuel the Project. With the New York Energy Highway 4 P age

CPV VALLEY ENERGY CENTER recent finds of natural gas reserves, the long-term outlook for natural gas supply is more robust than ever and prices are projected to remain low and stable for the foreseeable future. As mentioned previously, the Project will be capable of operating on an alternate fuel, if needed. If natural gas supply is interrupted, the Project will be able to switch to ULSD fuel oil and continue to provide electricity to the New York electric system. This feature is of significant importance when considering the need to maintain electric supply to customers in emergency situations. New York s Public Service Commission (PSC) has long been an advocate of electric generating facilities having dual fuel capability for reliability purposes. 2.5 Commercial Operation Date & Schedule CPV Valley can be operational as early as first quarter of 2016, based on the Project entering into a suitable long-term off-take contract by October 2012 to support financing. The Project is in an advanced stage of development with many of the major development milestones achieved. Most notably, CPV Valley completed the SEQRA process on May 23, 2012 with Town of Wawayanda Planning Board, acting as Lead Agency, adopting its Findings Statement for the CPV Valley Energy Center. A more detailed discussion of the project schedule is provided in Section 7 herein. A Gantt chart depicting the project schedule is provided in Appendix C Preliminary Project Schedule. 2.6 Experience, Market Availability and Suitability of Project Technology CPV Valley F-class turbine combined-cycle technology is proven, with over 1,000 turbines deployed throughout North America. The availability of these units is typically in the low 90 percent range with a forced outage rate below 3%. These demonstrated reliability and availability characteristics of this technology have made F-class turbine combine-cycle one of the most proven technologies for power generation. CPV has extensive experience with the operation of combined-cycle facilities. CPV s asset management group has experience in managing over 5,000 MW of generation, of which a majority is combined-cycle generation. CPV Valley s F-class turbine based technology is consistent with the State of New York s current generation portfolio. According to a report issued by the NYISO titled 2012 Load & Capacity Data: Gold Book, combined cycle generation is responsible for supplying approximately 8,960MW of New York s summer capability, which is more than any other form of generation identified in the NYISO Gold Book (Table III-3a: Capability by Zone and Type Summer). 3.0 Project Justification The Project utilizes cutting-edge technology to increase the efficiency of power generation, create greater reliability through fuel diversity while cutting air pollution in the densely populated downstate area. Furthermore, not only does the Project create jobs and opportunities for New Yorkers, it reduces costs to electric ratepayers. The justification for CPV Valley is further detailed herein. 3.1 Maximize New York State electric ratepayer value in the operation of the electric grid CPV Valley is expected to reduce ratepayer s costs by approximately $273 million per year on average over the first 15 years of the Project s life. CPV engaged PA Consulting to conduct a third party independent analysis of the potential benefits to ratepayers if the CPV Valley Energy Center was built. The analysis includes the electric and capacity revenues received from the project net of the capital and operating costs. In addition, the analysis included the change in the energy and capacity prices across NY-ISO relative to the energy and capacity costs if CPV Valley was not built. CPV Valley with the Transmission Enhanced Option is expected to further reduce energy prices for ratepayers across the NYISO by approximately $14 million per year on average over the first 15 years of the Project s life. New York Energy Highway 5 P age

CPV VALLEY ENERGY CENTER The ratepayer benefits are primarily caused by the addition of a highly efficient generating facility inside a densely populated and highly congested region, thereby reducing the overall market cost of electric generation to New York s ratepayers. The Transmission Enhanced Option provides New York ratepayers a low cost option to increase the capability of the existing transmission system through incremental transmission capacity that allows the ratepayers access to stranded conventional generation and upstate renewable generation. 3.2 Contribute to an environmentally sustainable future for New York State The high efficiency of CPV Valley and its state-of-the-art emissions control technology will make this facility one of the cleanest in the state of New York. The Project is expected to reduce pollution across New York, due to the operation of CPV Valley as an alternative to the older less efficient and dirtier generation in existence today. Specifically, based on PA Consulting s independent study, building CPV Valley will lower NO x emissions, SO x emissions, and Mercury emissions across the state of New York by approximately 816 tons, 325 tons and 4 lbs per year, respectively, during the first 15 years of operation. Furthermore, building CPV Valley will lower CO 2 emissions across PJM, New York and New England by approximately 494,000 tons per year for the first 15 years of operation. Please refer to Appendix D Emission Comparisons for a comparison of CPV Valley s emission to other traditional generation technologies. 3.3 Assure that long-term reliability of the electric system is maintained in the face of major system uncertainties. The reliability of the system is directly related to maintaining sufficient generation resources to meet the demands of New York s customers, as well as an adequate transmission system to transmit electricity to New York s customers. The pending environmental regulations and low gas prices continue to raise question about the future of older, less efficient generation resources, and whether these resources will be economically viable over the long-term to continue to supply New York s energy needs. The addition of Valley s generation capacity in the Lower Hudson Valley provides New York with the certainty of new clean generation to replace retiring generation. The addition of CPV Valley and its Transmission Enhanced Option provides New York with a significant increase in new generation from the Project, as well as access to bottled generation that currently is not deliverable throughout the system. Over the years, various NYISO studies have identified the need for additional generation and transmission in the Lower Hudson Valley region to address reliability concerns under certain planning scenarios. With the potential retirement of the older units discussed above and an economic recovery, CPV Valley provides New York with certainty and options to improve the long-term reliability of the electric system. Also, as discussed previously in Section 2.3, the Valley Energy Center offers additional system reliability enhancement through its ability to operate on fuel oil should New York experience any interruptions in natural gas supply. 3.4 Encourage development of utility-scale renewable generation resources throughout the State CPV Valley utilizes advanced combined-cycle technology, which is one the most efficient and flexible generation technologies available today. The duct firing capability for peak power output along with the fast ramping capability of the facility provide the NYISO s system operations significant flexibility and enhanced performance. This flexibility is essential for supporting intermittent solar and wind generation. The Transmission Enhanced Option discussed previously would also create approximately 450MW of incremental transmission capability through the UPNY-SENY interface. This incremental transfer capability could be utilized by existing and/or new utility-scale renewable resources to be deliverable throughout the state (and more specifically downstate). New York Energy Highway 6 P age

CPV VALLEY ENERGY CENTER 3.5 Reduce constraints on the flow of electricity to, and within, the downstate area, and expand the diversity of power generation sources supplying downstate The transmission system upgrades associated with CPV Valley reduces constraints in the Leeds Hurley transmission corridor, and therefore, makes the additional 680 MW of capacity from the Project available to the downstate region. This additional 680 MW of clean and highly efficient generation can reduce the reliance on other downstate facilities, such as peakers or oil fired units, during critical periods of the year. In addition, the Transmission Enhanced Option, in conjunction with the construction of CPV Valley, is capable of providing approximately 450 MW of incremental transmission capability on the UPNY-SENY interface. This additional transmission transfer capability could facilitate the flow of existing bottled upstate natural gas and renewable generation sources to the downstate area. This increased flow from these other upstate generation sources expands the diversity of generation supply available to the downstate area. 3.6 Increase efficiency of power generation, particularly in densely populated urban areas As a state-of-the-art combined cycle facility, Valley will be cleaner and more efficient than existing generation in New York s fleet. The addition of more efficient generation will increase New York s overall system efficiency, or in generic terms, reduce the amount of fuel used to produce the same amount of electricity. Cleaner and more efficient generation will tend to displace older, less efficient generation units. For example, Valley will use approximately 7,000 Btu s of fuel to produce 1 kwh of electricity (under full load conditions without duct firing), whereas it is expected that on average the cost of electricity across the densely populated lower Hudson Valley is based on using approximately 11,300 Btu s of fuel to produce 1 kwh of electricity during an on-peak period. The amount of fuel to make electricity is referred to as the heat rate. With the addition of CPV Valley as a deliverable generation resource, New York s cost of electricity per fuel cost improves by approximately 1.6% in 2015 across the entire densely populated Zones G, H and I according to the PA Consulting analysis. 3.7 Create jobs and opportunities for New Yorkers CPV Valley will create over 500 direct new construction jobs at the peak of construction. In addition, the operation of the facility will create 24 new permanent high-paying jobs. CPV engaged an independent third party to evaluate the economic impacts of CPV Valley. Based on the results of socio-economic analyses, the 29 month construction period will create approximately 1,889 jobs, including direct, indirect and induced jobs. It is estimated that throughout the operating years CPV Valley will create 131 jobs, including direct, indirect and induced. In addition, the Project will provide a boost to the local economy through the direct and indirect purchase of goods and services to support the construction and operation of the Project. This increased activity will support the local business and create additional jobs. Detail of the job creation is outlined in Section 12.2 of the Additional Information section. 3.8 Apply advanced technologies that benefit system performance and operations CPV Valley s Transmission Enhanced Option utilizes series compensation technology to maximize the performance and capability of the existing transmission system. This is a no regrets, low cost opportunity for New York to optimize the performance and operation of New York s existing transmission infrastructure. This option is can be placed in service sooner than other transmission upgrades that require the construction of new lines. This option would also complement and be compatible with future larger transmission reinforcements. 3.9 Adhere to market rules and procedures, and make recommendation for improvements as appropriate CPV will adhere to market rules and procedures and would be entirely consistent with FERC, NY State and NYISO laws, rules, regulations and procedures. CPV management s development of the Athens New York Energy Highway 7 P age

CPV VALLEY ENERGY CENTER Generation facility and current management of 1,080MW in New York s electric and gas markets demonstrates its understanding of the market rules and procedures. CPV Valley s successful navigation of the NYISO interconnection process from the NYISO s Feasibility Study through its Class Year Facilities Study process is further demonstration of CPV s experience and ability to adhere to New York market rules and procedures. In the course of completing the System Reliability and Impact Study (SRIS) process, CPV Valley impacts have been quantified and were determined to be minimal. CPV Valley s completion of the Class Year Facilities Study determined the Project would be deliverable with relatively minor upgrades on the system. Finally, CPV s Valley Energy Center has successfully navigated New York s SEQRA process. Understanding and adhering to state procedures was fundamental to CPV completing the SEQRA process for the CPV Valley Energy Center in May of 2012. 4.0 Financial 4.1 General Financial Structure The Project is owned by CPV Valley Energy Center, LLC, which is an indirect wholly owned subsidiary of Competitive Power Ventures Holdings, LLC (CPVH). CPV is majority owned by Warburg Pincus, with participation by CPV management and other individual accredited investors. Since the late 1980's, Warburg Pincus has invested more than $6 billion in energy companies around the world and has backed CPVH for over a decade. 4.2 Financing Structures CPV Valley s finance plan addresses the Project s three distinct periods of activity: development, construction, and operations. During development, CPV Valley s sponsors will contribute the required equity to fund 100% of the capital needs of the Project. Raising debt financing for the CPV Valley Energy Center is predicated on a solution beyond that currently offered in the NYISO market. CPV Valley is flexible and willing to work with the state of New York in developing a structure that provides the greatest value to the New York ratepayers. However, in order to effectively raise the private capital to start construction of the CPV Valley Energy Center, CPV Valley would require some form of surety of future revenues in the form of a long-term contract. Upon commencement of construction, which is expected coincident with the financial closing of credit facilities for CPV Valley, construction funding will be sourced through a combination of nonrecourse credit facilities provided by third party lenders and equity contributed by Project sponsors. The debt funding during construction is projected to be in the form of either a commercial bank miniperm construction loan converting to a term loan upon the Commercial Operations Date (COD), or a long-term construction/term financing executed in the institutional/private placement markets. The commercial bank market and the institutional/private placement markets each represent viable financing alternatives and the competitiveness of each will continually be assessed as the Project nears financial closing. The foregoing provided a summary of potential financing structures based on assumptions regarding the surety of the revenue stream. The ultimate contractual structure of the revenue stream and future market conditions will shape the actual financial structure. However, CPV has successfully put into construction multiple clean generation projects by raising over $1 billion of private financing in the past 12 months and feels confident that with an effective long-term contract it will be possible to raise the necessary financing to construct CPV Valley. 5.0 Permits and Approval Process CPV Valley has achieved one of the most significant milestones in the New York SEQRA approval process. CPV Valley s SEQRA Findings Statement was adopted by the lead agency in May of 2012. Since New York law precludes state agencies from taking action until SEQRA is complete, other project New York Energy Highway 8 P age

CPV VALLEY ENERGY CENTER permits were not able to be issued. With SEQRA now complete, the other state permits are now able to be issued. The Project submitted a Full Environmental Assessment Form (EAF) on March 10, 2008, formally commencing the permitting process. Since that time, the Project has achieved many milestones and advanced the permitting of the Project to a point where it is now nearing completion. A complete list of permits and approvals, as well as their status can be provided upon request; however, the following is a brief summary of the key permits, approvals and their status. 5.1 New York State Environmental Quality Review Act CPV Valley completed the NY SEQRA process earlier this month. CPV Valley began the SEQRA process on March 10, 2008 with the submittal of the EAF, and has advanced through the process with the Town of Wawayanda Planning Board acting as Lead Agency. Most recently on May 23, 2012, the Lead Agency passed a unanimous board resolution adopting the Findings Statement for the CPV Valley Energy Center. This was the final step in the SEQRA process and allows other state entities to issue their respective permits associated with the Project. 5.2 Air Permit CPV Valley is subject to the Clean Air Act s requirement for a Prevention of Significant Deterioration (PSD) permit review. The Project submitted an application for regulatory agency review in conjunction with the Federal and State PSD and non-attainment new source review requirements and process. The New York State Department of Environmental Conservation (DEC) is reviewing the application as the Environmental Protection Agency (EPA) has delegated DEC the responsibility for reviewing and administering permits in the State of New York. DEC is currently in the process of drafting the air permit. 5.3 Wetlands Permit CPV Valley has submitted an application for a Joint Wetlands Permit to the DEC and the U.S. Army Corps of Engineers (ACOE). On May 9, 2012 the ACOE determined the application to be complete and commenced the 45 day review period. The DEC has completed the review of their portion of the application and has drafted the permit, which is expected to be issued by the DEC shortly. Great effort was taken in the design and layout of the facility to minimize impacts to wetlands. As a result, the Project will have a permanent impact less than 0.50 acres; therefore only a Nationwide Permit is required. 5.4 Certificate of Public Convenience and Necessity On November 14, 2010, CPV Valley filed a Petition with the New York PSC for approval of a lightened regulatory regime and financing in connection with a natural gas electric generating facility and was assigned case number 10-E-0501. On November 24, 2010 the New York PSC issued a notice under New York's Administrative Procedures Act, calling for public comments on CPV's Petition. The public comment period was open for forty-five (45) days and closed on January 10, 2011 without any comments. CPV Valley has provided a supplement to the PSC, highlighting aspects of the project that are more defined than they were at the time of the November 14, 2010 submittal. Upon issuance of the Findings Statement by the Lead Agency under SEQRA, the PSC will be in a position to issue their Findings Statement related to the Petition. 5.5 New York Independent System Operator Interconnect Process CPV Valley submitted an Interconnection Application to the NYISO on July 5, 2007 and was assigned queue position #251. CPV Valley has completed the Feasibility Study, System Reliability Impact Study and the Facilities Study as a member of Class Year 2009. The Project subsequently entered Class Year 2011, which is the current Facilities Study underway at the NYISO. Upon completion of the Class Year New York Energy Highway 9 P age

2011 Facilities Study, the Project will be capable of advancing towards execution of an Interconnection Agreement. 5.6 Site Plan and Special Use CPV VALLEY ENERGY CENTER CPV Valley is required to obtain a Site Plan approval and Special Use permit from the Town of Wawayanda. An application for Site Plan approval and Special Use was submitted on [date] to the Town of Wawayanda Planning Board. The plans have periodically been modified to reflect the most current design and also to coincide with the determinations of the Final Environmental Impact Statement (EIS) developed during the SEQRA approval process. Upon issuance of a Findings Statement by the Lead Agency, the Site Plan permit and approval and Special Use permit will be finalized. C. ADDITIONAL INFORMATION 1.0 Property CPV Valley has obtained site control for the project site and is securing the remaining easements for the electrical transmission and water line from the state, which could not be obtained until SEQRA was complete. A brief description of the real estate (project site as well as laterals) and status are provided below. 1.1 Project Site CPV Valley controls the 122 acre Project site located in the Town of Wawayanda, Orange County, New York. The Project site is currently undeveloped land, which a portion of was previously used for agricultural purposes and a portion is wooded area. The property is bound by an interstate highway (I-84) and New York State Roadways (Route 6 and Route 17M). This Route 6 corridor has been identified by the Town for commercial development, and is zoned as such, Mixed Commercial. Please refer Appendix B for an aerial overview of the Project site. 1.2 Electrical Interconnect The electrical interconnect with NYPA s existing 345kV electric transmission line (Line 42) is less than one mile from the project site. The property required to allow the Project to interconnect at the Point of Interconnection (POI), consists of a private easement and use of existing rights of way controlled by the state. CPV Valley secured the necessary easement area from the private landowner in 2008 and is coordinating with the New York State Department of Transportation (DOT) to utilize the existing DOT ROW along Route 17M for the underground electric transmission lines connecting the Project to NYPA s Marcy South transmission line. To facilitate the interconnection, the Project will construct a new substation on private property adjacent to NYPA s ROW. CPV has obtained the construction and permanent easements to allow for the construction and operation of the 80 x 50 substation. The area surrounding the interconnection is developed commercial property. 1.3 Water Supply and Discharge Consistent with CPV s ongoing commitment to the environment, CPV Valley will be utilizing the treated water (gray water) currently being discharged by the City of Middletown s (City) waste water treatment facility. This use of gray water eliminates the need to use New York s potable water resources for an industrial process. In addition to the purchase of the City s gray water, the Project will send its wastewater to the City s treatment facility. The waterlines associated with the supply and discharge water will be located within existing ROW along Route 17M and are approximately 1.5 miles in length. CPV Valley is working closely with the DOT and is in the process of obtaining the necessary approvals. New York Energy Highway 10 P age

1.4 Potable Water and Sewer CPV VALLEY ENERGY CENTER CPV Valley will interconnect with the exiting Town of Wawayanda Sewer and Water systems, both located adjacent to the Project site along Route 6. The interconnecting pipes will be located in existing ROW along Route 6. CPV Valley is working closely with DOT and in the process of obtaining the necessary approvals. 1.5 Gas Interconnect The easements required to interconnect the Project with Millennium will be obtained by Millennium. Millennium has identified various routes that maximize existing utility and railroad ROW, while minimizing impacts to private landowners. These routes identified by Millennium range from 7 to 8 miles in length. 2.0 Projected In-Serve Date and Project Schedule CPV Valley could be in-service in the first quarter of 2016 if the Project were awarded a contract by no later than October 2012. The project permitting is anticipated to be complete by the summer of 2012, and the NYISO interconnection process is projected to be complete with an Interconnection Agreement executed in the fall of 2012. With the permitting complete, an executed Interconnection and an executed long-term revenue contract by October 2012, CPV Valley could achieve an in-service date in early 2016. As discussed previously, financing of CPV Valley is contingent on the long-term revenue contract. Therefore, any projected in-service date will be driven by when the long-term contract is executed. A preliminary project schedule is provided in Appendix C Preliminary Project Schedule. 3.0 Interconnection 3.1 Interconnection Point The Point of Interconnection (POI) for CPV Valley is a new gas insulated switchgear (GIS) substation to be located in Middletown, New York along NYPA s 345kV Marcy South line #42 between Coopers Corners and Rock Tavern substations (NYISO Zone G). The specific location is shown in Appendix E Point of Electrical Interconnection. This location was studied by the NYISO and NYPA representatives throughout the NYISO interconnection process. 3.2 POI Assessment As discussed above, the POI location was studied by the NYISO and NYPA representatives for technical feasibility and approved in the Class Year 2009 Facility Study process. The interconnection consists of an underground cable from the Project to a new GIS substation, to be constructed by the Project, located directly adjacent to the existing NYPA ROW. Interconnecting at this location had several positive attributes described below: Close Proximity to the Project site The relatively short distance between the POI and the Project helped mitigate any potential environmental impacts associated with the transmission line connecting the Project to the grid. The close proximity of site (less than one mile) to the POI eliminated the potential uncertainty associated with additional approvals required for transmission lines in excess of one mile. Utilization of Existing ROW The interconnection route to the POI utilizes mostly Project property and existing state ROW. Only a small amount of private land was needed to facilitate the interconnection. To eliminate any uncertainty associated with the interconnection route, CPV procured the necessary easements from the private landowner in 2008. Capacity of Marcy South Interconnection to Marcy South provides a significant amount of generation to the Lower Hudson Valley. As determined by NYISO in the interconnection process, the New York Energy Highway 11 P age

CPV VALLEY ENERGY CENTER Marcy South line can accommodate the injection of additional generation capacity from the Project without significant upgrade costs. (Please see discussion on deliverability in Section 8.3.) This POI was studied by the NYISO in detail as part of the Class Year 2009 Facilities Study. 3.3 Deliverability Assessment CPV Valley will be 100% deliverable throughout New York based on the NYISO s Facility Study (Class Year 2009). The NYISO s involved process includes a detailed study of what is required for not only projects to physically connect to the system, but also what upgrades are necessary for a project s capacity to be available or deliverable throughout the state. CPV Valley underwent the NYISO s extensive study process and as part of the Class Year 2009 Facilities Study, the upgrades and associated costs to be deliverable were determined. This study included many stakeholders such as NYPA, New York State Electric & Gas (NYSEG), Central Hudson Electric & Gas (CHEG) and the NYISO. The study identified the installation of series compensation on the Leeds-Hurley line which will allow CPV Valley full deliverability of its capacity. The Transmission Enhanced Option increases the amount of the series compensation to provide additional transfer capability beyond the amount needed for full capacity deliverability of CPV Valley. This will provide approximately 300 MW (UCAP equivalent) of additional capacity deliverability service for new renewable generation. The interconnection to the Marcy South line, which connects the Rock Tavern and Coopers Corners substations, is a preferred location as it will not impact New York s import capability from neighboring systems, such as PJM or ISO New England, and will address in-state transmission concerns. 4.0 Technical 4.1 Anticipated Life of Components The Plant is designed to support a minimum of 30 years of operation. Throughout the operating life there is scheduled maintenance at specified periods defined by the major component original equipment manufacturers (OEM). During this scheduled maintenance, various upgrades and prescribed servicing of the equipment is performed. By following the OEM s recommended servicing, the equipment is maintained in good working order to ensure long-term operation and availability of the facility. The equipment proposed for CPV Valley is proven technology that has been used throughout the power generation industry for many years. These facilities are designed for, and therefore anticipated that, certain parts or components to be replaced as they approach the end of their life cycle. The replacement of these parts as they wear is factored into the long-term operation of the facility, and helps ensure the Project s life of 30 or more years. 4.2 Manufacturers Warranties The Engineer, Procure and Construct (EPC) Contractor will provide a minimum warranty for the facility that will commence on the date the facility is accepted by CPV and will extend for one (1) year with an additional year added for any component that is repaired or replaced during the initial warranty period. The EPC Contractor s warranty will be based on individual warranties secured from all the equipment suppliers. In addition, CPV will sign a separate Long Term Services Agreement (LTSA) with the turbine OEM which will extend through the first two major turbine outages (approximately 16 years). The LTSA will generally cover the supply of maintenance spares, expediting of replacement parts, supervision of any maintenance or repair work, assistance with maintenance planning, support of component upgrades and any technical consulting needed to support reliable turbine operation. Currently managing over 4,200 MW of gas-fired facilities, CPV is very familiar with and experienced in administering the warranties associated with this type of equipment and power generation facilities. New York Energy Highway 12 P age

CPV VALLEY ENERGY CENTER 5.0 Construction 5.1 Opportunity for New York Based Manufacturers CPV Valley represents a boon to NY based manufacturers who will be essential for the engineering and construction of the Project as well as the on-going operation, refurbishment of parts and maintenance of the facility. CPV Valley will utilize New York based manufacturers to the extent that they are competitive and can meet the design, contracting and general requirements necessary for the task. The socio-economic study commissioned to evaluate the economic impacts to the region from CPV Valley concluded that Orange County and the Hudson Valley region has a large supply of firms in key industries and are well positioned to capture a significant portion of the construction related expenditures. 5.2 Overview of Contractual Arrangements During Construction CPV intends to construct the Project through two major contracts. One contract will be for the power island, which includes the power generation equipment. This includes the gas turbines, the heat recovery steam generators, and the steam turbine generator. This equipment will be purchased under the power island equipment contract with a major OEM (such as Siemens or General Electric). The actual construction of the Project would be performed under the EPC contract with a major contractor that has experience building similar combined-cycle projects. Through CPV s development and construction portfolio, CPV has developed ongoing relationships with qualified constructors such as, CH2MHill, Gemma, Bechtel, Shaw, and others, who have experience constructing large scale generation projects in New York. Throughout the development of the Project, CPV has discussed CPV Valley with qualified constructors to determine constructors availability. This contracting approach is very similar to that CPV utilized for the 800MW CPV Sentinel project that was financed last year and is currently in construction. 5.3 Availability of Labor CPV Valley has had several meetings with representatives of local labor and qualified constructors regarding the availability of qualified labor. In discussions with the Hudson Valley Building Trades Council, CPV has confirmed that qualified labor can be secured for the construction of the Project. In addition, discussions with various contractors have confirmed the availability of labor and bulk material for the construction of the CPV Valley Energy Center. 5.4 Potential Decommissioning The typical operating life span for a new gas-fired electric generating facility ranges from 30 to 40 years. Once operational, CPV Valley will be one of the cleanest, most efficient and reliable baseload electric generation facilities in the fleet. Following the useful life of the Project, or the useful life of any repowering of the Project, it is expected that the aboveground portion of the Project s components would be offered for sale, for salvage or at least scrap. The sale or crap value of the equipment, buildings, and structures on the Project site are anticipated to be more than sufficient to offset the complete cost of demolition of the facility. Moreover, unlike other electric generating facilities using different fuel and technology, CPV Valley will not require mass disposal of any highly toxic or hazardous wastes. This topic was evaluated during the SEQRA process and is contained in the EIS. 6.0 Operational 6.1 Projected Availability CPV Valley s 2x1 natural gas combined-cycle design is not only highly efficient and environmentally responsible, but also highly reliable. Natural gas generation is a proven technology with F-class turbines being among the best in terms of strong availability and reliability records. Based on a recent New York Energy Highway 13 P age

CPV VALLEY ENERGY CENTER report prepared by Strategic Power Systems Inc. and presented in an article entitled Updating gasturbine reliability, availability, issued in the 1Q/2012 publication of Combined Cycle Journal (CCJ), F- class turbines achieved a 91.4% availability in 2011, which is consistent for this technology. In addition, F-class turbines have a minimal forced outage rate of approximately 2.6%. It is expected that consistent with historical performance of this technology, CPV Valley will have an availability factor over 90% for dispatch starting with the first year of operation and throughout its useful life. 6.2 Safety and Emergency Considerations CPV is committed to ensure safety for all workers and community members and has incorporated several design features in the facility, as well as developed procedures, to provide protection against potential safety and/or emergency events. CPV Valley will be equipped with multiple safety systems, including on-site fire protection and suppression systems, which will be designed in accordance with the New York State Fire Safety Code, and the National Fire Protection Association (NFPA) Standard 101 Life Safety Code. The systems will include pull boxes, on-site fire hydrants, gas turbine enclosure fire suppression systems, portable fire extinguishers, an emergency gas shutoff valve and a sprinkler system supplied by a 1,000,000 gallon on-site raw water tank (500,000 gallons dedicated solely to fire protection). Other emergency equipment include an internal public address system, emergency lighting, stack lighting, first-aid kits, spill response kits, eyewashes, safety showers, and personal protective equipment such as hard hats, safety shoes, and safety glasses. In addition, the on-site facility personnel will be trained in fire safety and emergency response procedures and will adhere to Occupational Safety and Health Administration standards, as well as all other applicable safety standards. This training includes annual review of procedures and safety protocol. The on-site facility personnel will work closely with the local fire department and other emergency response teams to ensure that all personnel are familiar with the facility and the safety procedures that have been established. Periodic site visits will be scheduled to keep all personnel familiar with the site and to make them aware of any changes that could impact their response to an emergency. A draft Emergency Response Plan and Spill Prevention and Control Plan was prepared and included in the Final EIS. The design of the facility also incorporates several security considerations, including a fence around the site s parameter, a gated entrance, camera monitoring and safety lighting. The control room, which is manned at all time throughout the entire year, is equipped to monitor not only the equipment and operation of the Facility, but also the security cameras and access gate, limiting access to only authorized personnel. The design characteristics and safety procedures, accompanied with strong working relationships with local emergency response personnel, result in a very safe and secure facility for both the surrounding community and the on-site personnel. 7.0 Socio-Economic 7.1 Benefits to the Local Economy CPV Valley will provide over $1 billion of benefit to the local economy CPV Valley will have both direct and indirect positive economic effects on the state, town, county, and school district. These effects will begin during construction and continue throughout the operating life of the Project. The Project will result in an estimated capital investment of approximately $900 million for the development and construction of the Project. In the short term, benefits will include additional employment and expenditures associated with construction of the Project. In addition to the jobs created during construction and the wages paid to the work force, this Project is expected to have an indirect impact on the local economy through the purchase of goods and services, which will support local businesses and perhaps result in the creation of some additional new jobs. During the SEQRA approval process, an independent third-party performed socio-economic analysis to quantify the economic impacts to the region. An input-output (I/O) methodology model was used to determine the economic and fiscal impacts of the Project on the regional economy. The analysis was included in New York Energy Highway 14 P age

CPV VALLEY ENERGY CENTER the Final EIS and is available on the Project website. This analysis was updated in May of 2012 and now estimates the Project s construction impact on Orange County and New York will result in total benefit of $640 million, of which $540 million will occur within Orange County, based on current project costs. The operation of CPV Valley will provide an additional benefit of over $23 million annually. Over a twenty year horizon, CPV Valley will generate over $1 billion to the local economy ($540 million during construction, plus $463 million over 20 years of operation). In the long term, operation of CPV Valley will represent a source of additional revenue for the local economy through a Payment in Lieu of Taxes (PILOT) agreement, purchases of goods and services, and a Host Community Agreement. The PILOT payments will increase the revenues to the local taxing jurisdictions, and will represent a significant portion of their total tax levy. The PILOT payments will more than offset any minor increases in community service costs (e.g., the addition of a small number of new children in the school system) that may be associated with long-term operation and maintenance of CPV Valley. All of the items discussed above will have a beneficial effect on local community, school district and businesses. 7.2 Impact on Jobs CPV Valley will create 1,890 jobs during construction It is expected that the Project will require approximately 500 employees during the peak construction months, and approximately 250 construction employees on average throughout construction. Construction is expected to be completed within an estimated 30 month timeframe. In addition to the jobs created during construction and the wages paid to the work force, the Project will have an indirect impact on the local economy through the purchase of goods and services, which will support local businesses and perhaps result in the creation of additional new jobs. The job impacts from construction activity will be large, especially with indirect and induced (multiplier) impacts occurring across many industries. The construction of CPV Valley will result in a total job impact of 1,890 across the State of New York during each year of the construction phase of the Project. The total increase in labor incomes from the construction is estimated to be $204 million. The total annual direct, indirect and induced income impacts (including all non-wage salary and benefits) are estimated to be over $8 million. CPV Valley will create 131 jobs once in operation - The operation of the Project will create approximately 24 permanent skilled high-wage jobs. In addition, another 37 indirect and induced jobs will be created in the region as a result of the operation of CPV Valley and the income earned from the direct and indirect employment impacts for a total annual impact of 42 jobs in the region. Further, 28 jobs will be created or leak from the region into other areas of New York as a result of CPV Valley s annual operations. The total job impacts in New York resulting from CPV Valley operations are estimated to be 131. The direct and indirect labor income impacts suggest that the average annual wages resulting from the Project operations will be significantly higher than the current average annual wages in the region. 7.3 Public Safety Concerns Natural gas, which is the primary fuel for CPV Valley, is a safe fuel source that is not only used for power generation, but is widely used in homes for heating. Natural gas fueled generation provides New York with safe reliable generation without public safety concerns about long-term fuel disposal plans or large scale evacuation. As a natural gas fired generation facility, CPV Valley will be a very safe facility from a fuel and operational perspective. Through the SEQRA approval process, public safety concerns were one of the many areas evaluated. Potential impacts to the public were extensively evaluated and included in the Project s Final EIS. Impacts to public services such as fire, police and emergency response services were evaluated. After evaluation and consultation with these service providers, the conclusion was that due to the design of the facility, low volume of traffic and the number of employees once operational, CPV Valley will not impact the level and quality of local services during its construction and operation. New York Energy Highway 15 P age

CPV VALLEY ENERGY CENTER The Final EIS contains the details of the various analyses of public safety concerns, such as air quality, traffic, and natural resource impacts. Also included in the Final EIS are summaries of impacts related to concerns of potential spills or leaks of various industrial products stored on site, such as fuel oil and ammonia that is used to reduce environmental emissions. The results were that each one of these concerns were addressed either through safety design features of the facility, such as berming of storage vessels that are capable of containing 110% of the vessels capacity, or operating procedures. To appreciate the extent of the comprehensive evaluations conducted and reviewed by the public, please refer to the table of contents from the CPV Valley Energy Center Final EIS provided in Appendix F. The results of these evaluations are available on line at the CPV Valley Energy Center website (www.cpvvalley.com). 7.4 Aesthetic Issues CPV Valley is sited and designed in such a way to minimize visual impacts to the maximum extent possible. CPV performed extensive analysis and assessment of aesthetic issues through the SEQRA approval process. Locating the Project at the southern center portion of the Project site was preferred, as it is placed proximate to nearby Route 6 and I-84 and proposed industrial properties, thereby providing maximum buffer from nearby visual receptors. The air-cooled design was chosen over a wet-cooling design for a number of reasons, including its elimination of cooling tower plumes. The air-cooled condenser height was minimized so as not to increase the height of the stacks. The electric transmission lines required to connect the Project to NYPA s existing transmission infrastructure will be placed underground to avoid the visual impacts associated with towers and wires of an aboveground electrical interconnection. The Final EIS contains visual simulations from various sensitive receptors identified by the SEQRA lead agent. The simulations depicted the Project during leaf on and off conditions, as well as both night and daytime simulations. The Final EIS also contains significant documentation on the visual analyses conducted and steps taken to mitigate impacts. The Project design implemented a number of techniques to avoid and minimize off-site visual impacts. The techniques are consistent with the visual impact avoidance and mitigation tools recommended for consideration under NYSDEC s visual resources policy. These include design and siting; alternative cooling technologies; changes to the profile or size of the facility; on-site screening and landscaping; coloring and texture of materials; maintenance during operation. The Project design includes enclosing much of the facility components inside buildings, minimizing stack height, preserving the natural vegetation to the extent practicable and optimizing lighting options to mitigate impacts. The existing natural vegetation, which provides large buffer areas surrounding the facility, and proposed landscaping, will help shield full views of the facility from off site locations. Other landscaping plans include adding trees and shrubs in select areas on the site. To the maximum extent practical, mature shade trees, vegetation, and unique site features such as stone walls will be preserved. The Project s proposed lighting is designed to minimize off-site impacts, while providing sufficient lighting to ensure worker safety during routine operations and maintenance. 7.5 Impacts on Real Estate Impacts to real estate were evaluated in the SEQRA approval process. The Final EIS contains various studies related to the location of power projects and local real estate values. Two specific studies concluded that there were no negative impacts to property values in areas where power projects were located. These studies are available at the CPV Valley Energy Center website. 7.6 Environmental Justice Considerations During the SEQRA process, an Environmental Justice (EJ) analysis, which addresses potential impacts to low-income and minority populations, was conducted for the CPV Valley Energy Center. The results are contained in the Final EIS. The EJ analysis of the Project was conducted consistent with the principles set forth in Executive Order 12898, entitled Federal Actions to Address Environmental New York Energy Highway 16 P age

CPV VALLEY ENERGY CENTER Justice in Minority Populations and Low Income Populations and DEC Policy CP-29. The intent of this EJ analysis was to determine whether the construction and operation of the proposed Project would have a significant adverse and disproportionate affect on an environmental justice community. An EJ area located in the City of Middletown, with a small portion located in Wallkill, was identified. The southwestern most point of the census block is 0.94 miles northeast from the facility site. The analysis demonstrates that the Project s potential air emission concentrations do not cause violations of the National Ambient Air Quality Standards (NAAQS) within the EJ study area, and therefore are not adverse. Regarding hazardous materials, the use of oil, aqueous ammonia, and other chemicals at the Project site will not result in a disproportionate or adverse impact to the identified potential EJ area. The storage of fuel oil or use of aqueous ammonia or other chemicals at the Project site will comply with all local, state and federal requirements and will not jeopardize public health or impact groundwater quality. The use and/or presence of fuel oil, chemicals, and other materials is currently occurring throughout the two-mile study area and is not concentrated within the EJ area. The Project would also comply with NYSDEC and Town of Wawayanda noise standards at all locations within the Project study area, and therefore, would not cause any adverse impact to any EJ area. Views from within the EJ area are likely to be intermittent and minimal, and limited to the top of the Project stack. Any views that do exist will be within a commercial/industrial context and visual impacts will be minimal. In addition, views of the stack would not be limited to those from within the EJ area. Therefore, visual impacts within the EJ area are not considered adverse or disproportionate. 8.0 Financial 8.1 Financial Plan Any financing plan will depend on the contract structure for the project revenue. A finance plan was discussed previously in Section 4.0 Financial of Part B Required Information. Generally, a longterm contract with a creditworthy counterparty would facilitate the financing of a project such as CPV Valley. 8.2 Name of Project Sponsors CPV Valley LLC 8.3 Projected Amounts of Energy & Capacity The CPV Valley Energy Center capacity is approximately 667 MW during peak summer conditions. Based on PA Consulting s forecast of energy and fuel prices, CPV Valley is expected to produce between 4.0 and 5.2 GWHs annually of energy, which means that the facility is expected to operate between 64% to 72% of the year. The Transmission Enhanced Option will provide an additional 450 MW of capacity that would be deliverable down state. 8.4 Potential Sources of Project Revenue The project revenue would be obtained through contract structure providing long-term revenue surety from a creditworthy counterparty and/or sales to the NYISO. The longer the term of the contract will the lower the price for the ratepayers. There are various types of contracts that can be considered such as a contract for differences or a tolling agreement. 8.5 Risks of Price Change There is a risk that the cost of the CPV Valley Energy Center increases with rising construction costs, equipment costs and interest rates. Currently, the market is experiencing a time where both construction costs and equipment costs are depressed in conjunction with a very low interest price environment. This is an ideal time to lock-in through a fixed price contract as discussed in the New York Energy Highway 17 P age

CPV VALLEY ENERGY CENTER Financial Plan section above to eliminate the risk of rising construction and equipment costs or interest rates. In addition, there is a risk that natural gas prices will rise from their current projected levels. This would affect the cost of electricity produced by CPV Valley. However, by building CPV Valley, a highly efficient electric generating facility, New York is in fact increasing the overall New York market s efficiency of producing electricity from natural gas and therefore dampening the effect of any increase in natural gas prices. 8.6 Anticipated Incentives PILOT arrangements are customary incentive of economic development and large projects of this nature. CPV Valley has made an application to the Orange County IDA regarding entering into a PILOT arrangement and is seeking to structure a PILOT for the Project. 8.7 Options to Reduce Pricing & Pricing Uncertainty Cost of construction and equipment price escalation as well as interest rate changes can be reduced by acting decisively. As for reducing natural gas price uncertainty, CPV Valley is willing to work with New York State in securing a long-term fixed-price arrangement for natural gas supply. Natural gas producers are entering into agreements that lock in the natural gas supply and associated price for terms of 10 to 15-years. CPV Valley would be pleased to work with the state to explore a structure whereby the price of natural gas could be secured through a producer arrangement over a specified period in conjunction with an off-take agreement for CPV Valley. During the term, the associated energy produced would be tied to the known natural gas price, thereby providing price certainty. 9.0 Environmental 9.1 Environmental Benefits to the Region CPV Valley is a state of the art generation facility that will be equipped with emissions control technology and design features to maximize environmental benefits. As discussed previously, the high efficiency of CPV Valley will displace older, less environmental friendly generation, which will reduce air emissions and improve New York s air quality. CPV Valley will use natural gas as the primary fuel, which is a clean burning fuel source, and will have fewer emissions than other traditional dispatchable generation technologies. In addition to the significant reductions in greenhouse gases, the Project design includes the use of an air-cooled condenser, which drastically reduces the volume of water needed for cooling. The relatively minor volume of water that is needed will be treated gray water from the City of Middletown s waste water treatment facility. Other environmental factors were considered in the design, such as the location of the facility on the project site. The Project was located in an area to minimize impacts to existing wetlands and to preserve the existing conditions of the used portions of the project site. 9.2 Projected Reductions in Greenhouse Gases Due to its high efficiency, the operation of CPV Valley will result in a reduction of greenhouse gases (CO 2 ) in excess of 4 million tons over the first sixteen years of the Project s operating life. When coupled with the Transmission Enhanced Option, CPV Valley will further reduce the volume of CO 2 in the area resulting in an improvement of nearly 8.4 million tons over the first 16 years of the Project s operating life. 9.3 Wetland, Stream, Forests & Natural Area Impacts The Project has been designed to minimize and/or avoid impacts to wetlands to the maximum extent practicable. Through the permitting process, CPV worked with the NYSDEC and ACOE to assess potential impacts to wetlands. While the design of the facility and its location were selected to avoid New York Energy Highway 18 P age

CPV VALLEY ENERGY CENTER much of the wetlands, approximately 0.33 acres of wetlands will be impacted. During the review of the Joint Wetlands Application, CPV, NYDEC and ACOE developed an appropriate mitigation plan that includes the creation of a wetland replacement area of 0.8 acres. Approximately 0.46 acres of forested wetlands will be converted to non-forested along the electrical interconnection corridor. Conversion of forested wetlands to non-forested wetlands within this corridor will be compensated by creating a permanent forested buffer in another location on the Project site. These wetland replication areas will also provide enhanced wildlife habitat functions for the site. The Final EIS and Joint Wetlands Application are available on the CPV Valley website. 9.4 Environmental Impacts of Construction and Operation Despite the positive environmental effects anticipated as a result of the Project, its construction and operation will result in certain impacts. However, the majority of these impacts will be temporary, and will result from construction activities. Site preparation (e.g., clearing, grading), and construction of the facility (including the electrical interconnection and water and sewer connections) will have short-term and localized impacts on the soil, water, agricultural, and ecological resources of the site. This construction will also have short-term impacts on the local transportation system, air quality, and noise levels. These impacts will largely result from the movement and operation of construction equipment and vehicles, which will occur during the construction of the Project. The level of impact and associated mitigation to each of these resources has been described in the Final EIS available on the CPV Valley website. These impacts will generally be localized and/or of short duration. 9.5 Proposed Mitigation The impacts and proposed mitigation for any impacts associated with CPV Valley were evaluated through the SEQRA approval process. The various impacts associate with operation of the Project include aesthetics, wetlands and emissions. There were several mitigation measures that were implemented such as, locating the electric interconnection lines underground to avoid the visual impacts, enclosing the equipment in building to mitigate visual impacts associated with the equipment, location of the facility on the property to minimize impacts to wetlands, creation of wetland replication areas to offset any wetland impacts, the purchase of emission reduction credits at a ratio greater than 1 to 1 so as to achieve an overall net reduction of emissions in the region, etc. The mitigation of impacts were developed throughout the SEQRA approval process and contained in the Final EIS available on the CPV Valley website. The Project has worked very closely with local, county and state representatives to ensure the least intrusive design possible. Although the Project will create some impacts, CPV Valley has incorporated numerous mitigation measures to further ensure preservation of the community and the environmental attributes. 10.0 Project Contract/RFP Status CPV s Valley Energy Center has not participated in or made application to any other New York State agency or authority in response to a Request for Proposals. 11.0 Public Outreach 11.1 Overview / Approach: CPV has a proven track record of implementing successful public outreach programs around more than a dozen major energy infrastructure projects across the United States and Canada. CPV partners with communities by building strong working relationships with residents, civic groups, labor and local elected officials to be a responsible neighbor sensitive to community values. CPV invests time in developing public education and outreach campaigns to help local communities understand electricity technology, the market backdrop, energy policy and the development process from start to finish. This process includes meeting with interested parties and stakeholders in both formal and informal New York Energy Highway 19 P age

CPV VALLEY ENERGY CENTER settings. CPV s objective is to build long-term relationships with the community and maintains its public outreach program throughout the development process, construction and operation. CPV s successful public outreach program was demonstrated by the significant support demonstrated by the local community for CPV Valley. Please refer to Appendix E Community Support, which contains copies of various support letters regarding the CPV Valley Energy Center. 11.2 Anticipated stakeholder groups and affected individuals The CPV Valley outreach team conducted more than fifty (50) meetings to brief stakeholders on the project including: Minisink Valley School District; Middletown NAACP; Environmental Advocates of NY; Natural Resources Defense Council; Goshen Environmental Committee; more than a dozen neighbors proximate to the project; Wawayanda Senior Center; area Lions, Kiwanis and Rotary clubs; New Hampton and Slate Hill fire companies; elected officials including Gov. Spitzer's, Gov. Paterson's and Gov. Cuomo's energy staff; Sen. Bonacic; Sen. Maziarz; Assemblywoman Gunther; Assemblyman Cahill, Sen. Maziarz; Orange County Executive Diana; Orange County Legislature; Hudson Valley Building Trades Council Local 17; IBEW LU 363; Orange County Partnership; Hudson Valley Economic Development Corp.; and Patterns for Progress. In addition, CPV provided regular update briefings to area media to generate news stories to keep the general public apprised of project progress and participated in more than a dozen local conferences and events. 11.3 Potential issues to be addressed Throughout the development to CPV Valley, CPV has actively engaged the community to address concerns and issues. This was an integral part of CPV Valley s SEQRA approval process. CPV will maintain its positive public outreach program to keep the community informed about the construction, commissioning and operations activities. 11.4 Public Outreach Plan CPV began its public outreach program for the CPV Valley Energy Center in early 2008 prior to the project being publicly announced with creation of a dedicated project website (www.cpvvalley.com), public information phone line and email address. When the Project was publicly announced in the Spring of 2008, CPV notified the community through direct mail and media stories and began a series of ongoing briefing meetings with various community groups. CPV held two informational open houses (one targeted toward and located within an identified EJ area) and hired Spanish language translators for both. CPV also hired former Harvard School of Public Health expert Dr. Peter Valberg (Gradient Corp.) to meet with the community to help the community better understand the environmental elements of the Project. The result of this intensive, four-year public outreach effort is that the CPV Valley Energy Center is first and only utility-scale power project to successfully proceed through SEQR with a truly local board acting as lead agent within recent years. New York Energy Highway 20 P age

New York Energy Highway Appendices

Appendix A Project Description The Project, located in the Town of Wawayanda, Orange County, NY, consists of a combined-cycle facility capable of generating a peak of approximately 650 1 megawatts (MW) of electricity, although the output of the Facility will vary depending on actual ambient conditions. Approximately 365 MW of this power will be produced using two F Class combustion turbine generator sets. Exhaust heat from the combustion turbines will be sent to heat recovery steam generators (HRSGs) to produce steam to drive a steam turbine generator. The HRSGs will include a natural gas-fired duct burner (supplemental firing system). The duct burners will allow for additional electrical production during select periods. Exhaust steam from the steam turbine will be cooled (i.e., condensed) and then returned to the HRSG using an air-cooled condenser. Air-cooled condensing will be employed to minimize water use and eliminate potential cooling tower plume impacts. For environmental purposes, the Project will be equipped with state-of-the-art emissions control technology; including selective catalytic reduction (SCR) technology to control nitrogen oxides (NOx) emissions and an oxidation catalyst to control carbon monoxide (CO) and volatile organic compound (VOC) emissions. To control the NOx emissions from the Facility, the combustion turbines also will be equipped with an advanced dry low NOx combustion system. The dry low NOx combustion system will limit NOx formation by controlling the combustion process through optimization of the air and fuel mixture. When the combustion turbines are operating on ultra-low sulfur light distillate oil, water injection will also be used to control NOx emissions. The CO emissions from the combustion turbines (and duct burners) will be reduced using an oxidation catalyst (also referred to as a CO catalyst). Exhaust gases from the turbines will be passed over a catalyst bed where excess air oxidizes the CO to carbon dioxide (CO 2 ). Natural gas will be used as the primary fuel with ultra-low sulfur distillate oil serving as a back-up fuel for reliability purposes. Natural gas will be supplied via a new 7 to 8 mile lateral to connect the Facility to the existing Millennium pipeline located west, south-west of the Project site. Use of the back-up fuel will be limited to the equivalent of 720 hours per year, per turbine, so that the Facility can reliably support the electrical system in the event that natural gas supplies are needed to meet residential heating or other demands. To accommodate short-term operation on ultra-low sulfur distillate oil, the proposed Project will include a 965,000 gallon fuel oil storage tank, sized to allow for [36] hours of operation on fuel oil, and associated off-loading facilities. The Project will interconnect with the New York Power Authority s (NYPA) 345-kilovolt (kv) transmission system, line 42 between Coopers Corners and Rock Tavern (NYISO Zone G), which is located less than 1 mile north of the Project site. The Facility s new 345 kv gas insulated switchgear (GIS) substation will consist of a three ring bus and will be located adjacent to the NYPA transmission lines. In addition to the electrical substation facilities to be located adjacent to the NYPA transmission lines, the electrical interconnection will include underground transmission lines that will extend easterly along the Project site parallel to I-84 towards Route 17M. At the eastern portion of the site, the underground transmission line route will turn and extend north paralleling Route 17M in the New York State Department of Transportation (DOT) Route 17M right-of-way. Process water requirements for the Facility will be met through use of treated effluent from the City of Middletown Sewage Treatment Plant. Treated effluent currently discharged to the Wallkill River will be filtered and chlorinated for reuse as process makeup water. Process water discharge will be conveyed back to the City of Middletown Sewage Treatment Plant. The pipes conveying the gray water to the Project and the Project s discharge water back to the City s treatment facility will be just over one and a half miles in length. Potable water will be obtained through an interconnection to the municipal system along Route 6 just opposite the site entrance of the Project. 1 CPV Valley, LLC is listed as queue position 251 in the NYISO Interconnection Queue and has a maximum summer output ( SP (MW) ) rating of 678 MW. The output of the facility varies depending on weather conditions. The 678 MW output represents the facility s maximum summer net output @ 85 F. New York Energy Highway

Appendix B Project Rendering, Site Location & Maps New York Energy Highway

Appendix B CPV Valley Energy Center New York Energy Highway

Appendix B Site Location Water Supply & Discharge Lines Proposed Routing Middletown WWTF Wawayanda, NY Electrical Interconnect Point Millennium Pipeline (7 miles west) Electrical Interconnect Line NYPA 345kV Marcy South From Rock Tavern to Coopers Corner substations 21 acres Project Site (122 Acres) New York Energy Highway

Appendix B CPV Valley NYISO Zone Location New York Energy Highway

Appendix C Preliminary Schedule New York Energy Highway

ID Task Name 1 CPV Valley Energy Center Preliminary Project Schedule CPV Valley Energy Center Preliminary Project Schedule 2008 2009 2010 2011 2012 2013 2014 2015 2016 201 Q4Q1Q2Q3Q4 Q2Q3Q4 Q2Q3Q4 Q2Q3Q4Q1Q2Q3Q4 Q2Q3Q4 Q2Q3Q4 Q2Q3Q4Q1Q2Q3Q4 1/1/2016 2 Permitting 3 State Environmental Quality Review 11 12 Certificate of Public Convenience and Necessity 17 18 New York State Department of Environmental Conservation Permits 24 25 New York Independent System Operator Interconnection Process 26 Facilities Study 32 Interconnection Agreement 34 35 Offtake Arrangement 39 40 Engineering Procurement and Construction 45 46 Financing 9/21/2012 5/23/2012 7/23/2012 9/21/2012 12/3/2012 11/26/2012 12/3/2012 10/1/2012 1/31/2013 7/1/2013 52 53 Construction 54 NTP for EPC 55 Site Mobilization 56 HRSG Delivery 57 CTG Delivery 58 GSU Delivery 59 STG Delivery 60 61 Startup/Commissioning 11/5/2014 7/1/2013 10/1/2013 4/4/2014 8/5/2014 9/5/2014 11/5/2014 1/1/2016 62 Backfeed 63 First Fire 64 Mechanical Completion 65 Substantial Completion 66 Commercial Operation Date 1/1/2015 7/1/2015 9/1/2015 11/2/2015 1/1/2016 Page 1

Appendix D Emissions Comparisons New York Energy Highway

Appendix E Point of Electrical Interconnection New York Energy Highway

Appendix F SEQRA Environmental Impact Statement (Table of Contents) New York Energy Highway

TABLE OF CONTENTS ACRONYMS 1.0 EXECUTIVE SUMMARY...1-1 1.1 INTRODUCTION...1-1 1.2 ORGANIZATION OF THE DEIS...1-3 1.3 PROJECT PURPOSE AND NEED...1-3 1.4 OVERVIEW DESCRIPTION OF THE PROPOSED FACILITY...1-5 1.5 SUMMARY OF DISCRETIONARY APPROVALS AND INVOLVED AND INTERESTED AGENCIES...1-7 1.6 PUBLIC OUTREACH AND PARTICIPATION...1-9 1.6.1 Public Participation Plan Overview...1-9 1.6.2 Public Outreach Meetings...1-11 1.7 SUMMARY OF POTENTIAL ENVIRONMENTAL IMPACTS AND MITIGATION...1-11 1.7.1 Land Use and Zoning...1-11 1.7.2 Cultural Resources...1-12 1.7.3 Visual Resources and Aesthetics...1-12 1.7.4 Community Facilities...1-13 1.7.5 Socioeconomics and Environmental Justice...1-14 1.7.6 Traffic and Transportation...1-14 1.7.7 Air Quality and Meteorology...1-15 1.7.8 Noise...1-16 1.7.9 Soils, Geology, and Seismology...1-17 1.7.10 Infrastructure and Water Resources...1-17 1.7.11 Ecology...1-18 1.7.12 Alternatives...1-19 1.8 CONCLUSIONS AND MITIGATION MEASURE SUMMARY...1-20 2.0 PROJECT DESCRIPTION...2-1 2.1 SITE DESCRIPTION...2-1 2.2 FACILITY OVERVIEW...2-2 2.3 OVERVIEW OF COMBINED-CYCLE OPERATION...2-3 2.4 FACILITY LAYOUT...2-4 2.4.1 Buildings and Structures...2-5 2.4.2 Power Generation Equipment...2-6 2.4.2.1 Combustion Turbine Generator...2-6 2.4.2.2 Heat Recovery Steam Generators (HRSGs)...2-7 2.4.2.3 Steam Turbine Generator...2-7 2.4.2.4 Main System Cooling (Air-Cooled Condenser)...2-8 2.4.2.5 Auxiliary System Cooling (Fin-Fan Cooler)...2-8 2.4.2.6 Evaporative Cooler...2-9 2.4.2.7 Exhaust Stack...2-9 2.4.2.8 Emergency Diesel Generator...2-10 2.4.2.9 Natural Gas Auxiliary Boilers...2-10 2.4.2.10 Storage Tanks...2-10 2.4.3 Landscaping and Lighting...2-11 2.4.3.1 Landscaping...2-11 2.4.3.2 Lighting...2-12 2.5 AIR QUALITY CONTROL SYSTEMS...2-13 i Table of Contents

2.6 WATER USE/WASTEWATER GENERATION AND CHEMICALS...2-14 2.6.1 Demineralization Treatment System...2-15 2.6.2 Chemical Feed Systems...2-16 2.6.3 Wastewater...2-16 2.7 STORMWATER MANAGEMENT...2-17 2.8 INSTRUMENTATION/CONTROL DEVICES...2-17 2.9 ELECTRIC TRANSMISSION INTERCONNECTION...2-17 2.10 NATURAL GAS PIPELINE...2-18 2.11 SECURITY...2-19 2.12 FIRE PROTECTION...2-19 2.13 SCHEDULE...2-20 3.0 LAND USE AND ZONING...3-1 3.1 INTRODUCTION...3-1 3.2 APPLICABLE LAWS, REGULATIONS, AND POLICIES...3-2 3.3 LAND USE RESOURCES...3-2 3.3.1 Existing Land Uses...3-2 3.3.1.1 Project Site and Off-Site Interconnections...3-2 3.3.1.2 Land Uses within 1-Mile of the Project Site...3-3 3.3.1.3 Publicly Known Proposed Land Uses within Primary Study Area...3-5 3.3.1.4 Recreational Facilities, Historic Areas, Preschools, Schools, and Hospitals within the Primary and Secondary Study Area...3-7 3.3.1.5 Undeveloped Land Use within 1.5 Miles of Project...3-15 3.3.2 Potential Impacts and Mitigation...3-15 3.3.2.1 Energy Center...3-15 3.3.2.2 Electrical Interconnect...3-17 3.3.2.3 Water/Wastewater Line Impacts...3-18 3.3.2.4 Natural Gas Pipeline...3-18 3.3.2.5 Publicly Known Proposed Land Use Developments in Primary Study Area...3-18 3.3.2.6 Recreational Facilities, Historic Sites, Preschools, Schools and Hospitals within the Primary and Secondary Study Area...3-19 3.3.2.7 Undeveloped Land Use within 1.5 Miles of Project...3-21 3.4 PUBLIC POLICY...3-22 3.4.1 Comprehensive Plans...3-22 3.4.1.1 Existing Conditions...3-22 3.4.1.2 Potential Impacts and Mitigation...3-25 3.4.2 Additional Management Zones and Districts...3-26 3.4.2.1 Existing Conditions...3-27 3.4.2.2 Potential Impacts and Mitigation...3-31 3.5 ZONING...3-33 3.5.1 Existing Conditions...3-33 3.5.1.1 Project Site...3-33 3.5.1.2 Surrounding Zoning Districts...3-34 3.5.1.3 Comprehensive Plan Recommended Zoning...3-34 3.5.2 Analysis of Consistency with Municipal Codes...3-35 3.5.2.1 Code of the Town of Wawayanda...3-35 3.5.2.2 City of Middletown Sewer Code...3-62 3.5.2.3 Summary of Impacts and Mitigation...3-67 3.4 CONCLUSION ON LAND USE IMPACTS...3-68 3.5 REFERENCES...3-68 ii Table of Contents

4.0 CULTURAL RESOURCES...4-1 4.1 INTRODUCTION...4-1 4.2 APPLICABLE LAWS, REGULATIONS, AND POLICIES...4-2 4.3 AREA OF POTENTIAL EFFECT...4-2 4.4 ARCHAEOLOGICAL RESOURCES EXISTING CONDITIONS...4-3 4.4.1 Methodology...4-3 4.4.1.1 Literature and Records Search...4-3 4.4.1.2 Field Investigation...4-3 4.4.2 Results...4-4 4.5 ARCHITECTURAL RESOURCES EXISTING CONDITIONS...4-7 4.5.1 Methodology...4-7 4.5.1.1 Literature and Records Search, and Consultation with Local Historian...4-7 4.5.1.2 Fieldwork...4-8 4.5.2 Survey Findings and NRHP Evaluation...4-8 4.6 CEMETERIES EXISTING CONDITIONS...4-11 4.6.1 Methodology...4-11 4.6.2 Results...4-11 4.7 POTENTIAL IMPACTS AND MITIGATION...4-13 4.7.1 Energy Center...4-13 4.7.2 Compliance with Code of the Town of Wawayanda, New York, v30 Updated through: 09-15-2007/Part II General Legislation/Chapter 66, Cemetery Protection/ 66-1 66-5...4-16 4.7.3 Off-Site Electrical Interconnection/Water and Wastewater Pipeline Impacts...4-16 4.7.3.1 Construction...4-16 4.7.3.2 Operation...4-17 4.7.4 Mitigation...4-17 4.7.5 Unanticipated Discovery Plan...4-17 4.8 CONCLUSION...4-18 4.9 REFERENCES...4-18 5.0 VISUAL RESOURCES AND AESTHETICS...5-1 5.1 INTRODUCTION...5-1 5.2 EXISTING CONDITIONS...5-1 5.2.1 Character of the Project Site...5-1 5.2.2 Local Landscape and Land Use...5-1 5.2.3 Visual Resource Inventory...5-2 5.2.3.1 NYSDEC Visual Policy Resource Inventory...5-2 5.2.3.2 Additional Visual Resources...5-6 5.2.3.3 Visually Sensitive Resources of Local Concern...5-7 5.3 VISUAL CHARACTERISTICS OF THE PROJECT...5-8 5.4 VISUAL IMPACT ASSESSMENT...5-8 5.4.1 Methodology...5-8 5.4.1.1 Viewshed Analysis Methodology...5-8 5.4.1.2 Photosimulations Methodology...5-9 5.4.2 Results...5-10 5.4.2.1 Viewshed Analysis...5-10 5.4.2.2 Viewpoint Locations for Photosimulations...5-11 5.4.2.3 Results of Daytime Photosimulations...5-14 5.4.2.4 Potential Visual Impacts Along I-84...5-20 5.4.2.5 Visual Impacts Associated with Aboveground Electrical Transmission Line...5-21 5.4.2.6 Results of Nighttime Photosimulations...5-21 iii Table of Contents

5.4.2.7 Video of Stack Lighting...5-22 5.4.2.8 Visual Impacts Associated with Visible Plumes...5-23 5.5 DESIGN, APPEARANCE, AND MITIGATION...5-24 5.5.1 Siting, Layout, and Relocation...5-24 5.5.2 Alternative Technologies...5-25 5.5.3 Low Profile and Downsizing...5-25 5.5.4 Screening and Landscaping...5-25 5.5.5 Color, Texture, and Camouflage...5-26 5.5.6 Maintenance...5-26 5.5.7 Lighting Plan...5-26 5.6 CONCLUSIONS...5-27 6.0 COMMUNITY FACILITIES...6-1 6.1 INTRODUCTION...6-1 6.2 LOCAL SERVICE PROVIDERS...6-1 6.2.1 Local Service Providers Servicing Site...6-1 6.2.1.1 Police Services...6-1 6.2.1.2 Fire and Emergency Medical Services...6-1 6.2.2 Potential Impacts to Service Providers...6-2 6.2.2.1 Police...6-2 6.2.2.2 Fire and EMS...6-3 6.3 COMMUNITY FACILITIES...6-5 6.3.1 Existing Community Facilities...6-5 6.3.1.1 Schools...6-5 6.3.1.2 Hospitals...6-5 6.3.1.3 Houses of Worship...6-6 6.3.2 Potential Impacts...6-6 6.4 ADJACENT HIGHWAYS AND ACCESS...6-7 6.4.1 During Construction Activities...6-7 6.4.1.1 Maintenance and Protection of Traffic...6-7 6.4.1.2 Access to Adjacent Land Uses...6-8 6.4.1.3 Pedestrian Safety...6-8 6.4.2 Operational Conditions...6-8 6.4.3 Mitigation of Impacts...6-8 6.5 REFERENCES...6-9 7.0 SOCIOECONOMICS AND ENVIRONMENTAL JUSTICE...7-1 7.1 INTRODUCTION...7-1 7.2 APPLICABLE LAWS, REGULATIONS AND POLICIES...7-1 7.3 EXISTING CONDITIONS...7-1 7.3.1 Population...7-2 7.3.2 Economy and Employment...7-2 7.3.3 Housing...7-3 7.3.4 Numbers and Composition of the Workforce...7-3 7.3.5 Public Services...7-3 7.3.5.1 Cost of Public Services...7-3 7.3.5.2 Town Revenues for Public Services...7-7 7.4 SOCIOECONOMIC IMPACT...7-9 7.4.1 Economic Effects of Project Construction...7-9 7.4.1.1 Construction Jobs by Discipline...7-9 7.4.1.2 Construction Expenditures...7-10 iv Table of Contents

7.4.1.3 Secondary Economic Impact Due to Project Construction...7-10 7.4.1.4 Secondary Revenue Impacts during Construction...7-11 7.4.1.5 Secondary Job Impacts During Construction...7-11 7.4.1.6 Secondary Labor Income Impacts During Construction...7-13 7.4.2 Economic Effects of Project Operation...7-14 7.4.2.1 Secondary Revenues During Facility Operation...7-14 7.4.2.2 Secondary Jobs during Operation...7-14 7.4.2.3 Secondary Labor Income during Facility Operations...7-15 7.4.2.4 Impacts of Potential Revenue for Minisink Valley School District...7-15 7.4.3 Projected Taxes...7-16 7.4.4 Project Financing and PILOT Agreement...7-16 7.4.5 Sales Tax...7-19 7.4.6 Assessed Value and Special Districts...7-20 7.4.7 Impacts on Insurability...7-20 7.4.8 Incremental Costs to the Public...7-21 7.4.8.1 Incremental Costs Related to Project s Workforce...7-21 7.4.8.2 Incremental Cost to Police Services...7-21 7.4.8.3 Incremental Cost to Fire/Emergency Services...7-22 7.4.8.4 Incremental Cost to School Districts...7-23 7.4.8.5 Incremental Cost to Water Services...7-23 7.4.8.6 Incremental Cost to Solid Waste Services...7-24 7.4.8.7 Incremental Cost of Potential Externalities...7-24 7.4.9 Funding for Decommissioning...7-30 7.5 ENVIRONMENTAL JUSTICE...7-30 7.5.1 Introduction...7-30 7.5.2 Determination of Environmental Justice Communities...7-31 7.5.3 Enhanced Public Participation Plan...7-34 7.5.4 Environmental Justice Area Impact Assessment...7-34 7.5.4.1 Air Quality...7-34 7.5.4.2 Traffic and Transportation...7-35 7.5.4.3 Noise...7-36 7.5.4.4 Visual...7-36 7.5.4.5 Water...7-36 7.5.5 Conclusion with Respect to Environmental Justice...7-36 7.6 REFERENCES...7-37 8.0 TRAFFIC AND TRANSPORTATION...8-1 8.1 INTRODUCTION...8-1 8.2 APPLICABLE LAWS, REGULATIONS AND POLICIES...8-1 8.3 STUDY METHODOLOGY...8-1 8.4 EXISTING CONDITIONS...8-2 8.4.1 Description of Key Roadways...8-3 8.4.2 Study Locations...8-4 8.4.3 Existing Traffic Volumes...8-6 8.4.4 Weekday vs. Saturday Peak Hour Comparison...8-7 8.4.5 Existing Level of Service...8-8 8.5 ACCIDENT HISTORY...8-12 8.6 FUTURE TRAFFIC CONDITIONS WITHOUT THE PROJECT...8-14 8.6.1 Traffic Growth...8-14 8.6.2 Other Planned Projects...8-15 8.7 TRAFFIC IMPACTS DURING CONSTRUCTION...8-18 v Table of Contents

8.7.1 2011 Pre-Construction Base Traffic...8-18 8.7.2 2011 Construction Phase...8-21 8.7.3 Construction-Related Traffic Impact...8-23 8.8 PROPOSED DEVELOPMENT...8-27 8.8.1 Site Access...8-27 8.8.2 Trip Generation...8-28 8.8.3 Trip Distribution and Assignment...8-28 8.8.4 Site Driveway Capacity Analysis...8-29 8.8.5 Supplemental Site Driveway Capacity Analysis...8-29 8.9 PROBABLE TRAFFIC IMPACTS OF THE PROJECT...8-33 8.9.1 Analysis Methodology...8-33 8.9.2 Identification of Impacts...8-33 8.10 OTHER TRANSPORTATION MODES...8-35 8.11 UTILITY WORK IN THE PUBLIC RIGHT-OF-WAY...8-36 8.12 SUMMARY OF IMPACTS AND MITIGATION...8-37 8.13 REFERENCES...8-37 9.0 AIR QUALITY...9-1 9.1 EXISTING CONDITIONS...9-1 9.1.1 Topography...9-1 9.1.2 Climatology...9-2 9.1.3 Meteorological Data...9-3 9.1.4 Background Ambient Air Quality...9-7 9.1.4.1 Sulfur Dioxide (SO 2 )...9-8 9.1.4.2 Inhalable Particulates (PM10 and PM 2.5 )...9-9 9.1.4.3 Nitrogen Dioxide (NO 2 )...9-9 9.1.4.4 Carbon Monoxide (CO)...9-9 9.1.4.5 Ozone (O 3 )...9-10 9.1.4.6 Lead (Pb)...9-10 9.2 APPLICABLE REQUIREMENTS AND REQUIRED ANALYSES...9-10 9.2.1 Federal New Source Performance Standards...9-11 9.2.1.1 General Provisions...9-11 9.2.1.2 Standards of Performance for Small Industrial-Commercial-Institutional Steam Generating Units...9-12 9.2.1.3 40 CFR Part 60, Subpart Kb: Standards of Performance for Volatile Organic Liquid Storage Vessels...9-12 9.2.1.4 40 CFR Part 60, Subpart IIII: Standards of Performance for Stationary Compression Ignition Internal Combustion Engines...9-12 9.2.1.5 40 CFR Part 60, Subpart KKKK: Standards of Performance Stationary Combustion Turbines...9-12 9.2.2 NYS Department of Environmental Conservation Regulations and Policy...9-13 9.2.3 Attainment Status and Compliance with Air Quality Standards...9-15 9.2.4 Prevention of Significant Deterioration (PSD)...9-17 9.2.4.1 Ambient Air Quality Monitoring...9-18 9.2.4.2 Impact Area Determination...9-19 9.2.4.3 Additional Impact Analyses...9-19 9.2.4.4 Impacts on Class I Areas...9-19 9.2.4.5 Environmental Justice...9-20 9.2.5 Non-Attainment New Source Review Requirements...9-20 9.2.5.1 Emissions Offset Requirements...9-21 9.2.5.2 ERC Requirements...9-21 vi Table of Contents

9.2.5.3 Availability and Certification of ERCs...9-21 9.2.5.4 Compliance Status of CPV Valley s New York Facilities...9-22 9.2.5.5 Analysis of Alternatives...9-22 9.2.5.6 Public Need for the Project...9-22 9.2.5.7 Benefits of the Proposed Facility...9-22 9.2.6 NOx SIP Call (NO x Budget Program) Requirements...9-22 9.2.7 Federal Acid Rain Regulations...9-23 9.2.7.1 Monitoring Requirements...9-23 9.2.7.2 Calculation of SO 2 Allowances Required...9-24 9.2.7.3 Sources of Allowances...9-25 9.2.8 Clean Air Interstate Rule (CAIR) Requirements...9-25 9.2.9 Maximum Achievable Control Technology (MACT) Applicability...9-26 9.2.10 Section 112(R) Risk Management Program...9-26 9.3 CONTROL TECHNOLOGY ANALYSIS...9-27 9.4 SOURCES AND SOURCE EMISSION PARAMETERS...9-29 9.4.1 Combustion Turbine Criteria Pollutant Emissions...9-31 9.4.2 Combustion Turbine Emissions of Other Pollutants...9-33 9.4.3 Combustion Turbine/Duct Burner Annual Emissions...9-34 9.4.4 Auxiliary Boiler Emissions...9-36 9.4.5 Fuel Gas Heater Emissions...9-36 9.4.6 Emergency Diesel Engine and Fire Pump Emissions...9-37 9.4.7 Miscellaneous Sources Emissions...9-38 9.4.8 Construction Related Emissions...9-38 9.4.9 Facility PM 2.5 Annual Emissions Summary...9-39 9.5 AIR QUALITY IMPACT ASSESSMENT...9-42 9.5.1 Stack Height...9-42 9.5.2 Air Quality Assessment Methodology...9-43 9.5.2.1 Model Selection and Options...9-44 9.5.2.2 Meteorological Data...9-44 9.5.2.3 Receptor Grid and Terrain Processing...9-44 9.5.3 Air Quality Assessment Results...9-45 9.5.3.1 Comparison of Project Impacts with SILs...9-45 9.5.3.2 Comparison of Project Impacts with SMCs...9-48 9.5.3.3 Cumulative Impact Modeling Results for PM 10...9-48 9.5.4 Additional Impact Analyses...9-50 9.5.4.1 Impacts to Soils and Vegetation...9-50 9.5.4.2 Impact on Visibility Class II Areas...9-50 9.5.4.3 Class I Area Analysis...9-53 9.5.4.4 Impact on Industrial, Commercial and Residential Growth...9-55 9.6 NEW YORK STATE ENVIRONMENTAL QUALITY REVIEW ANALYSES...9-57 9.6.1 Fine Particulates (PM 2.5 )...9-57 9.6.1.1 NYSDEC PM 2.5 Policy...9-58 9.6.1.2 NYSDEC PM 2.5 Monitoring Data...9-59 9.6.1.3 CPV Valley Energy Center PM 2.5 Impact...9-59 9.6.1.4 Secondary PM 2.5 Formation from the Project...9-60 9.6.1.5 PM 2.5 Facility Operational Testing...9-62 9.6.2 Acid Deposition Study...9-63 9.6.3 Non-Criteria Pollutant Analysis...9-64 9.6.3.1 Non-Criteria Pollutant Emissions...9-65 9.6.3.2 Non-Criteria Pollutant Impacts...9-65 9.6.4 Assessment of Accidental Ammonia Release...9-69 vii Table of Contents

9.6.5 Combustion Plume Visibility...9-73 9.6.6 Local Source Cumulative Analysis...9-76 9.6.7 Impacts at Sensitive Receptors...9-77 9.6.8 Global Warming...9-83 9.6.8.1 Summary of the Kyoto Protocol...9-83 9.6.8.2 Project Emissions of Global Warming Gases...9-84 9.6.8.3 Comparison to State, National and Global Emissions...9-85 9.6.8.4 Importance of Emissions...9-86 9.6.8.5 Regional Greenhouse Gas Initiative...9-86 9.7 REFERENCES...9-87 10.0 NOISE...10-1 10.1 INTRODUCTION...10-1 10.2 APPLICABLE LAWS, REGULATIONS AND POLICIES...10-2 10.2.1 NYSDEC Noise Guidance Document...10-2 10.2.2 Town of Wawayanda Noise Ordinance...10-3 10.3 EXISTING CONDITIONS...10-3 10.4 PROJECT RELATED NOISE IMPACTS...10-5 10.4.1 Construction Impacts...10-5 10.4.2 Operational Impacts...10-7 10.4.3 Mitigation Measures...10-9 10.5 SUMMARY OF IMPACTS AND MITIGATION...10-9 10.6 REFERENCES...10-10 11.0 SOIL, GEOLOGY, AND SEISMOLOGY...11-1 11.1 INTRODUCTION...11-1 11.2 APPLICABLE LAWS, REGULATIONS, AND POLICIES...11-1 11.3 EXISTING CONDITIONS...11-1 11.3.1 Topography and Slopes...11-1 11.3.1.1 Project Site...11-1 11.3.1.2 Electrical Interconnections...11-1 11.3.1.3 Water/Wastewater Interconnections...11-1 11.3.1.4 Laydown Areas...11-1 11.3.2 Soils...11-2 11.3.2.1 Project Site...11-2 11.3.2.2 Electrical Interconnections...11-4 11.3.2.3 Water/Wastewater Interconnections...11-4 11.3.2.4 Laydown Areas...11-4 11.3.3 Surficial Geology...11-4 11.3.3.1 Project Site...11-4 11.3.3.2 Electrical Interconnections...11-5 11.3.3.3 Water/Wastewater Interconnections...11-5 11.3.3.4 Laydown Areas...11-5 11.3.4 Depth to Groundwater...11-5 11.3.4.1 Project Site...11-5 11.3.4.2 Electrical Interconnections...11-5 11.3.4.3 Water/Wastewater Interconnections...11-6 11.3.4.4 Laydown Areas...11-6 11.3.5 Bedrock Geology...11-6 11.3.5.1 Project Site...11-6 11.3.5.2 Electrical Interconnections...11-6 viii Table of Contents

11.3.5.3 Water/Wastewater Interconnections...11-6 11.3.5.4 Laydown Areas...11-6 11.3.6 Seismic Setting...11-6 11.4 GEOTECHNICAL ANALYSIS...11-7 11.4.1 Conceptual Design Requirements for the Geologic Conditions...11-7 11.4.2 Foundations...11-8 11.4.3 Dewatering...11-8 11.4.4 Seismic Assessment...11-8 11.4.5 Blasting...11-8 11.5 ENVIRONMENTAL CONDITIONS...11-9 11.5.1 Site Assessment...11-9 11.5.2 Intrusive Investigation of Soil and Groundwater...11-10 11.6 PROJECT RELATED IMPACTS AND MITIGATION MEASURES...11-12 11.6.1 CPV Valley Energy Center...11-12 11.6.1.1 Construction Impacts...11-12 11.6.1.2 Mitigation Measures...11-13 11.6.1.3 Operational Impacts...11-14 11.6.2 Electrical Interconnect...11-14 11.6.2.1 Construction Impacts...11-14 11.6.2.2 Operational Impacts...11-14 11.6.2.3 Mitigation Measures...11-15 11.6.3 Water/Wastewater Lines...11-15 11.6.3.1 Construction Impacts...11-15 11.6.3.2 Operational Impacts...11-15 11.6.3.3 Mitigation Measures...11-15 11.6.4 Laydown Areas...11-16 11.6.4.1 Construction Impacts...11-16 11.6.4.2 Operational Impacts...11-16 11.6.4.3 Mitigation Measures...11-16 11.7 SUMMARY OF IMPACTS AND MITIGATION...11-16 11.7.1 Project Site...11-16 11.7.2 Electrical Interconnections...11-17 11.7.3 Water/Wastewater Interconnections...11-17 11.7.4 Laydown Areas...11-17 11.8 REFERENCES...11-17 12.0 INFRASTRUCTURE...12-1 12.1 INTRODUCTION...12-1 12.2 WATER SUPPLY...12-3 12.2.1 Introduction...12-3 12.2.2 Water Supply Requirements...12-3 12.2.2.1 Process Makeup Requirements...12-3 12.2.2.2 Potable Water Requirements...12-4 12.2.2.3 Firewater Demand...12-5 12.2.2.4 Water Chemistry Requirements...12-5 12.2.3 Proposed Water Supply Source...12-5 12.2.3.1 Process Makeup Water...12-5 12.2.3.2 Potable Water...12-7 12.2.4 Water Supply Infrastructure...12-8 12.2.4.1 Pipeline Construction...12-9 12.2.4.2 Trenching Equipment...12-9 ix Table of Contents

12.2.4.3 Trench Width and Cover Requirements...12-9 12.2.4.4 Repairs and Restoration...12-10 12.2.5 Water Supply Minimization Measures...12-10 12.3 WASTEWATER GENERATION...12-11 12.3.1 Sanitary Wastewater...12-12 12.3.2 Process Wastewater...12-12 12.3.2.1 Floor Drains...12-12 12.3.2.2 Demineralization Wastewater...12-13 12.3.2.3 Mixed Bed Ion Exchange Demineralizer Rinse Water...12-13 12.3.2.4 Off-line Compressor Wash Water...12-14 12.3.2.5 Cleaning Wastewaters Membrane-based Processes...12-14 12.3.2.6 Inlet Air Evaporative Cooler Blowdown...12-14 12.3.2.7 HRSG Blowdown and Plant Sampling System Drains...12-14 12.3.2.8 Combined Wastewater Discharge Quality Characteristics...12-15 12.3.3 Discharge to City of Middletown Sewage Treatment Plant Headworks...12-17 12.3.4 Discharge to City of Middletown Sewage Treatment Plant Outfall...12-18 12.3.4.1 Wallkill River...12-19 12.3.4.2 Water Quality...12-20 12.3.4.3 Water Quality Conditions...12-22 12.3.4.4 Compliance with New Source Performance Standards...12-22 12.3.4.5 Summary...12-23 12.4 STORMWATER...12-24 12.4.1 Applicable Laws, Rules and Regulations...12-24 12.4.2 Stormwater Management System...12-24 12.5 STORMWATER POLLUTION PREVENTION FACILITY OPERATIONS...12-25 12.5.1 Oil and Chemical Storage...12-25 12.5.1.1 Ultra-Low Sulfur Distillate Oil Tank...12-26 12.5.1.2 Aqueous Ammonia Storage Tank...12-27 12.5.2 Tank Truck Unloading Procedures...12-27 12.5.3 Piping, Fittings and Connections...12-28 12.5.4 Discharge from Secondary Containment Systems...12-28 12.5.4.1 Discharge Screening...12-28 12.5.4.2 Discharge Monitoring...12-29 12.5.4.3 Discharge Reporting...12-29 12.5.5 Quarterly Visual Monitoring...12-29 12.5.6 Benchmark Monitoring and Reporting...12-30 12.5.7 Prohibited Discharges...12-30 12.5.8 Sediment and Erosion Control (Facility Operation)...12-30 12.5.9 Vehicle Maintenance Activities...12-30 12.5.10 Inspections...12-30 12.5.10.1 Daily Inspections...12-30 12.5.10.2 Monthly Inspections...12-30 12.5.10.3 Tank Integrity Testing...12-31 12.5.11 Annual Plan Review...12-32 12.6 STORMWATER POLLUTION PREVENTION FACILITY CONSTRUCTION...12-32 12.6.1 Nature and Sequence of Construction Activities...12-32 12.6.2 Construction Entrances and Site Access Roadways...12-33 12.6.3 Clearing and Grading...12-33 12.6.4 Construction Laydown Areas...12-33 12.6.5 Installation of Drainage System...12-33 12.6.6 Outfall Construction...12-34 x Table of Contents

12.6.7 Oil and Chemical Use during Construction...12-34 12.6.8 Erosion and Sediment Controls Surface Stabilization...12-35 12.6.9 Erosion and Sediment Controls Structural Practices...12-36 12.6.9.1 Stabilized Construction Entrance...12-36 12.6.9.2 Silt Fencing...12-36 12.6.9.3 Temporary Infiltration/Detention Ponds...12-36 12.6.9.4 Temporary Stormwater Diversion Swales...12-37 12.6.9.5 Control Dikes/Earthen Berms...12-37 12.6.9.6 Straw Bales...12-37 12.6.10 Construction Management Practices...12-37 12.6.10.1 Dust Suppression...12-37 12.6.10.2 Material Handling Practices...12-37 12.6.10.3 Sanitary Wastes...12-38 12.6.10.4 Hazardous Waste...12-38 12.7 SPILL PREVENTION AND CONTROL PLAN...12-38 12.7.1 Applicable Laws, Regulations, and Policies...12-39 12.7.1.1 Emergency Planning and Community Right-to-Know...12-39 12.7.1.2 Chemical Accident Prevention Provisions...12-39 12.7.1.3 Process Safety Management...12-39 12.7.1.4 Aboveground Storage Tanks Hazardous Materials...12-40 12.7.2 Spill Prevention, Control, and Countermeasures Plan...12-40 12.7.2.1 Emergency Response Training Program...12-40 12.7.2.2 Spill Response Procedures...12-41 12.7.2.3 Releases of Reportable Quantities of Hazardous Substances or Oil...12-42 12.7.3 Emergency Response Plan...12-44 12.8 SOLID WASTE MANAGEMENT...12-46 12.8.1 Waste Generation Construction...12-46 12.8.1.1 Land Clearing Debris...12-46 12.8.1.2 Construction Site Waste...12-46 12.8.2 Waste Generation Operations...12-46 12.8.3 Hazardous Waste and Waste Oil...12-47 12.8.4 Non-Hazardous Solid Waste...12-47 12.9 ENERGY...12-47 13.0 WATER RESOURCES...13-1 13.1 INTRODUCTION...13-1 13.2 APPLICABLE LAWS, REGULATIONS, AND POLICIES...13-1 13.3 SURFACE WATERS...13-3 13.3.1 Wallkill River...13-3 13.3.2 Monhagen Brook...13-4 13.3.3 Existing Water Quality...13-5 13.3.4 Existing Watersheds...13-6 13.3.5 Potential Impacts...13-7 13.4 HYDROGEOLOGY AND GROUNDWATER WATER RESOURCES...13-14 13.4.1 Existing Conditions...13-14 13.5 REFERENCES...13-19 14.0 ECOLOGY...14-1 14.1 INTRODUCTION...14-1 14.2 EXISTING CONDITIONS...14-1 14.2.1 Ecological Communities...14-1 xi Table of Contents

14.2.2 Wetlands...14-11 14.2.3 Wildlife...14-14 14.2.3.1 Survey Methodology...14-15 14.2.3.2 Reptiles and Amphibians...14-16 14.2.3.3 Birds...14-26 14.2.3.4 Mammals...14-32 14.2.4 Dragonflies and Damselflies...14-35 14.2.5 Rare, Threatened, and Endangered Species...14-36 14.2.5.1 Atlantic Sturgeon (Acipenser oxyrinchus oxyrinchus)...14-37 14.2.5.2 Bald Eagle (Haliaeetus leucocephalus)...14-37 14.2.5.3 Bog Turtle (Clemmys muhlenbergii)...14-37 14.2.5.4 Dwarf Wedge Mussel (Alasmidonta heterodon)...14-38 14.2.5.5 Indiana Bat (Myotis sodalis)...14-39 14.2.5.6 Shortnose Sturgeon (Acipenser brevirostrum)...14-39 14.2.6 Site Biodoversity...14-40 14.3 APPLICABLE LAWS, POLICIES, AND REGULATIONS...14-41 14.4 PROJECT RELATED IMPACTS AND MITIGATION MEASURES...14-43 14.4.1 CPV Valley Energy Center...14-43 14.4.2 Electrical Interconnect...14-52 14.4.3 Water/Wastewater Lines (Off Site)...14-61 14.4.4 Laydown Areas...14-62 14.5 SUMMARY OF IMPACTS AND MITIGATION...14-64 14.6 REFERENCES...14-65 15.0 CONSTRUCTION IMPACTS...15-1 15.1 INTRODUCTION...15-1 15.2 DESCRIPTION OF CONSTRUCTION AND CONSTRUCTION PHASING...15-1 15.2.1 Preconstruction Site Preparation...15-2 15.2.2 Excavation and Foundation Pouring...15-2 15.2.3 Erection of Structural Steel and Delivery of Major Equipment...15-2 15.2.3.1 Unit Assembly and Site Finish...15-3 15.2.4 Utility Connections...15-3 15.2.5 Systems Testing and Commissioning...15-3 15.2.6 Employees Needed during Peak Construction Time and Employees per Shift...15-4 15.2.7 Transportation Routes for Construction Equipment and Facility Components...15-4 15.2.8 Site Security Plan...15-4 15.2.9 Solid and Sanitary Waste Generation During Construction...15-5 15.2.10 Construction Traffic Impacts...15-5 15.2.11 Air Quality Impacts During Construction...15-5 15.2.12 Water Quality Impacts During Construction...15-8 15.2.13 Natural Resource Impacts...15-8 15.2.14 Socio-Economic Impacts during Construction...15-8 15.2.15 Noise...15-8 15.3 CONSTRUCTION MITIGATION...15-9 15.3.1 Traffic...15-9 15.3.2 Wetlands...15-9 15.3.3 Noise...15-9 15.3.4 Water Quality...15-9 15.3.5 Air Quality...15-10 xii Table of Contents

16.0 COMMUNITY CHARACTER...16-1 16.1 INTRODUCTION...16-1 16.2 QUALITY OF LIFE...16-1 16.3 BUILT ENVIRONMENT...16-2 16.3.1 Historic Buildings...16-2 16.3.2 Development...16-4 16.3.3 Land Use Patterns...16-5 16.4 NATURAL ENVIRONMENT...16-5 16.5 SOCIAL CHARACTERISTICS AND ECONOMIC ENVIRONMENT...16-6 16.5.1 Population...16-6 16.5.2 Economy and Employment...16-7 16.5.3 Housing...16-8 16.5.4 Numbers and Composition of the Workforce...16-8 16.5.5 Crime Rates...16-8 16.5.6 Public Services and Facilities...16-9 16.6 CULTURAL CHARACTERISTICS...16-10 16.7 IMPACTS TO COMMUNITY CHARACTER...16-11 16.7.1 Construction Impacts...16-11 16.7.2 Operation Impacts...16-11 16.8 REFERENCES...16-13 17.0 CUMULATIVE IMPACTS...17-1 17.1 INTRODUCTION...17-1 17.2 SOCIAL ECONOMIC AND FISCAL CUMULATIVE IMPACTS ON COMMUNITY SERVICES WITHIN THE TOWN OF WAWAYANDA...17-1 17.3 CUMULATIVE TRAFFIC ASSESSMENT...17-3 17.4 AIR QUALITY CUMULATIVE ANALYSES...17-4 17.5 GAS LINE CUMULATIVE IMPACT ANALYSIS...17-5 17.6 ELECTRIC TRANSMISSION LINE AND WASTE WATER LINE CUMULATIVE IMPACT ANALYSIS...17-8 17.6.1 Electric Transmission Line Routing...17-8 17.6.2 Water/Wastewater Line Routings...17-10 17.6.3 Installation Techniques...17-11 18.0 OTHER ENVIRONMENTAL IMPACTS...18-1 18.1 REASONABLY RELATED SHORT-TERM AND LONG-TERM IMPACTS...18-1 18.1.1 Short-Term Impacts...18-1 18.1.2 Long-Term Impacts...18-1 18.1.2.1 Visual Impacts...18-1 18.1.2.2 Traffic Impacts...18-2 18.1.2.3 Air Quality Impacts...18-2 18.1.2.4 Noise...18-2 18.1.2.5 Energy...18-3 18.2 ADVERSE ENVIRONMENTAL EFFECTS WHICH CANNOT BE AVOIDED IF THE PROJECT IS IMPLEMENTED...18-3 18.3 IRREVERSIBLE AND IRRETRIEVABLE COMMITMENT OF RESOURCES...18-4 18.3.1 Land Use...18-4 18.3.2 Community Facilities...18-4 18.3.3 Cultural Resources...18-4 18.3.4 Earth and Terrestrial Resources...18-4 18.3.5 Water Resources...18-5 xiii Table of Contents

18.3.6 Air Resources...18-6 18.3.7 Construction Materials...18-6 18.3.8 Energy...18-6 18.4 GROWTH-INDUCING ASPECTS OF THE PROPOSED ACTION...18-6 18.4.1 Employment and Associated Demand for Housing...18-7 18.4.2 Economic Benefits and Fiscal Impacts...18-7 18.4.3 Infrastructure Improvement...18-7 18.4.4 Creation of Further Growth Potential by Construction of Improved Infrastructure...18-8 18.5 EFFECT OF THE PROPOSED ACTION ON THE USE AND CONSERVATION OF ENERGY...18-8 18.6 USE AND CONSERVATION OF ENERGY...18-9 18.7 ELECTRIC MAGNETIC FIELDS...18-9 18.7.1 Introduction...18-9 18.7.2 Overview...18-10 18.7.2.1 Electric Fields...18-10 18.7.2.2 Magnetic Fields...18-10 18.7.3 ELECTRIC AND MAGNETIC FIELD STANDARDS...18-12 18.7.3.1 General...18-12 18.7.3.2 New York Public Service Commission Electric Field Standards...18-12 18.7.3.3 New York Public Service Commission Magnetic Field Standards...18-12 18.7.4 ELECTRIC MAGNETIC FIELD STRENGTH...18-12 18.7.4.1 General...18-12 18.7.4.2 Overhead Segment...18-13 18.7.4.3 Underground Segment...18-14 18.7.4.4 Cable Riser at Interconnection...18-15 18.7.5 ANALYSIS AND CONCLUSIONS...18-16 18.7.5.1 Analysis...18-16 18.7.5.2 Conclusions...18-17 19.0 ALTERNATIVES...19-1 19.1 INTRODUCTION...19-1 19.2 NO-ACTION ALTERNATIVE...19-1 19.3 ALTERNATIVE PROJECT SITES...19-3 19.4 ELECTRIC INTERCONNECT ALTERNATIVE RIGHT-OF-WAYS...19-4 19.4.1 Alternative 1...19-4 19.4.2 Alternative 2A...19-5 19.4.3 Alternative 2B...19-5 19.4.4 Alternatives for On-site Portion of Electric Transmission Line...19-6 19.5 FUEL RIGHT-OF-WAY ALTERNATIVES...19-7 19.6 ALTERNATIVE PROJECT TECHNOLOGY INCLUDING COOLING TECHNOLOGY 19-8 19.6.1 Once-Through Cooling...19-8 19.6.2 Mechanical Draft (Wet) Cooling Tower System...19-8 19.6.3 Hybrid (Wet/Dry) Cooling Tower System...19-9 19.6.4 Natural Draft Towers...19-9 19.7 ALTERNATIVE CONTROL TECHNOLOGIES...19-10 19.7.1 Selective Catalytic Reduction (SCR)...19-10 19.7.2 Selective Non-Catalytic Reduction (SNCR)...19-11 19.7.3 XONON...19-11 19.7.4 SCONOX...19-12 19.8 Facility DESIGN ALTERNATIVES...19-13 19.8.1 Alternative Gas Turbine Generating Capacities...19-13 xiv Table of Contents

19.8.1.1 G Class Turbines...19-13 19.8.1.2 Siemens-Westinghouse V84.3...19-14 19.8.1.3 Conclusion...19-14 19.8.2 Facility Duct Firing Options...19-14 19.8.3 Alternate Site Layouts...19-14 19.8.4 Alternate Stack Heights...19-15 19.9 FUEL USE ALTERNATIVES...19-15 19.10 WATER SUPPLY SOURCE ALTERNATIVES...19-15 19.10.1 Treated Effluent from City of Middletown Sewage Treatment Plant...19-15 19.10.2 Ground Water...19-16 19.10.3 Surface Water Withdrawal...19-16 19.10.4 Municipal Water...19-17 xv Table of Contents

List of Tables Table 1-1 Table 1-2 Table 2-1 Table 2-2 PSD and Non-Attainment NSR Significant Emission Rates and Project Potential Emission Rates...1-16 DEIS Environmental Impact Mitigation Measure Summary...1-21 Site Development Area Requirements...2-1 Facility Water Use and Wastewater Generation Rates under Indicated Operating Conditions...2-14 Table 3-1 Historic Sites, Parks, Golf Courses, Public Nature Preserves and Conservation Easements in the Primary and Secondary Study Areas...3-7 Table 3-2 Preschools in the Primary and Secondary Study Areas...3-11 Table 3-3 Schools in the Primary and Secondary Study Areas...3-11 Table 3-4 Hospitals in the Primary and Secondary Study Areas...3-14 Table 3-5 Summary of Local Law Compliance...3-35 Table 4-1 Archaeological Sites Recorded within 1 Mile of CPV Energy Center Project Area...4-4 Table 4-2 Research Potential and National Register Eligibility Recommendations, CPV Valley Energy Center...4-6 Table 4-3 National Register of Historic Places Criteria for Evaluation and Criteria Considerations...4-9 Table 4-4 NRHP Evaluation of Surveyed Architectural Resources...4-10 Table 4-5 Cooley Cemetery Information on Headstones...4-12 Table 5-1 Table 5-2 Table 5-3 New York State Preservation Historical Information Network Exchange (SPHINX) Database Sites...5-29 Summary of Visual Resources and Viewpoints Selected for Photosimulations...5-32 New York State Preservation Historical Information Network Exchange (SPHINX) Database Sites within the Theoretical Viewshed of Project...5-36 Table 7-1 Demographics of Project Area Wawayanda, Orange County, New York...7-2 Table 7-2 Minisink Valley Central School District Revenue Trends 1998-2006...7-4 Table 7-3 Town of Wawayanda, New York Town Expenditure Trends as a Percent of Total Expenditures 1998-2006...7-5 Table 7-4 Orange County, New York County Expenditure Trends as a Percent of Total Expenditures 1998-2006...7-6 Table 7-5 Minisink Valley Central School District Budget Trends 2003-2009...7-7 Table 7-6 Town of Wawayanda, New York Town Revenue Trends 1998-2006...7-8 Table 7-7 Estimated Peak Number of Construction Workers By Trade...7-9 Table 7-8 Construction Costs ($ 000,000)...7-10 Table 7-9 Impact of Project Construction (Over 2+ years) (Millions of 2007 Dollars)...7-11 Table 7-10 Job Impacts of CPV Valley Energy Center Construction (Over 2 years)...7-13 Table 7-11 Labor Income Impacts of CPV Valley Energy Center Construction (Over 2 years) (Millions of 2007 Dollars)...7-14 Table 7-12 Annual Impact of CPV Valley Energy Center Operations (Millions of 2007 Dollars).7-14 Table 7-13 Annual Labor Income Impacts From CPV Valley Energy Center Operations (Millions of 2007 Dollars)...7-15 Table 7-14 Other Power Project PILOT Payments...7-18 Table 7-15 Construction Noise Externalities Levels (dba)...7-26 Table 7-16 Operation Noise Externalities Levels (dba)...7-29 xvi Table of Contents

Table 7-17 Environmental Justice Data by Census Block Group...7-32 Table 7-18 CPV Valley Energy Center - Maximum Modeled Concentrations...7-35 Table 8-1 Intersection Geometry...8-4 Table 8-2 Machine Count Peak Hour Volumes...8-8 Table 8-3 Signalized / Unsignalized Intersections Synchro Analysis 2007 Existing Conditions...8-11 Table 8-4 Merge / Diverge HCS Analysis 2007 Existing Conditions...8-12 Table 8-5 Accident Data Summary (2005-2007)...8-12 Table 8-6 Accident Rate Comparison (Intersections)...8-13 Table 8-7 Accident Rate Comparison (Non-Intersections)...8-13 Table 8-8 Trip Generation Summary for Adjacent Developments...8-16 Table 8-9 Signalized / Unsignalized Intersections Synchro Analysis 2012 No-Build Conditions...8-17 Table 8-10 Merge/Diverge HCS Analysis 2012 No-Build Conditions...8-18 Table 8-11 Signalized / Unsignalized Intersections Synchro Analysis - 2011 Pre-Construction Conditions...8-20 Table 8-12 Merge/Diverge HCS Analysis - 2011 Pre-Construction Conditions...8-21 Table 8-13 Signalized / Unsignalized Intersections Synchro Analysis 2011 Construction Phase...8-24 Table 8-14 Merge/Diverge HCS Analysis 2011 Construction Phase...8-25 Table 8-15 2011 Construction Phase LOS Summary Table...8-26 Table 8-16 Sight Distances at a Standard Unsignalized Intersection (in feet)...8-27 Table 8-17 Signalized / Unsignalized Intersections Synchro Analysis 2012 Build Conditions...8-30 Table 8-18 Merge/Diverge HCS Analysis 2012 Build Conditions...8-31 Table 8-19 Site Driveway Synchro Analysis...8-31 Table 8-20 Site Driveway Synchro Analysis 4-Legged Unsignalized Driveway With CPI Panattoni Development...8-32 Table 8-21 Site Driveway Synchro Analysis 4-Legged Signalized Driveway With CPI Panattoni Development...8-32 Table 8-22 2012 Operation Overall Level of Service Comparison...8-34 Table 9-1 Background Concentrations of Criteria Pollutants...9-8 Table 9-2 National and New York Ambient Air Quality Standards, PSD Increments and Significant Impact Levels (μg/m 3 )...9-16 Table 9-3 PSD and Non-Attainment NSR Significant Emission Rates and Project Potential Emission Rates...9-18 Table 9-4 USEPA Significant Monitoring Concentrations...9-19 Table 9-5 Calculation of Offsets...9-21 Table 9-6 Summary of Proposed BACT/LAER Combustion Turbine/Duct Burner...9-27 Table 9-7 Summary of Proposed BACT/LAER Auxiliary Boiler...9-28 Table 9-8 Summary of Proposed BACT/LAER Fuel Gas Heater...9-28 Table 9-9 Summary of Proposed BACT/LAER Emergency Diesel Fire Pump...9-28 Table 9-10 Summary of Proposed BACT/LAER Emergency Diesel Generator...9-29 Table 9-11 Combustion Turbine Exhaust Parameters...9-32 Table 9-12 Combustion Turbine Short-term Emission Rates (grams/second)...9-33 Table 9-13A Combined Cycle Unit Startup Emissions Scenarios...9-33 Table 9-13B Effect of Duct Firing (Single Turbine)...9-35 xvii Table of Contents

Table 9-14A Stack Parameters and Emission Rates for the Auxiliary Boiler and Fuel Gas Heaters...9-37 Table 9-14B Stack Parameters and Emission Rates for the Emergency Diesel Generator and Fire Pump...9-37 Table 9-15 Fugitive PM Emissions During Facility Operation (beginning in 2012)...9-41 Table 9-16 Maximum Project Impacts - Gas Firing in Combustion Turbines...9-46 Table 9-17 Maximum Project Impacts - ULSD Firing in Combustion Turbines...9-46 Table 9-18 Maximum Project Impacts...9-47 Table 9-19 Maximum Project Impacts -- Comparison to SMCs...9-48 Table 9-20A Cumulative PM10 Modeling Results for PSD/Large Source Inventory and Project...9-49 Table 9-20B Compliance with PM10 PSD Increments and NAAQS (PSD/Large Source Inventory)...9-49 Table 9-21 Comparison of Maximum Predicted Concentrations of Pollutants to Vegetation Screening Concentrations...9-51 Table 9-22 Catskills State Park -- High Peaks...9-52 Table 9-23 VISCREEN Maximum Catskills State Park Class II Visual Impacts1...9-54 Table 9-24 VISCREEN Maximum Class I Visual Impacts Brigantine Wilderness Area1...9-56 Table 9-25 VISCREEN Maximum Class I Visual Impacts Lye Brook Wilderness Area1...9-56 Table 9-26 Project PM 2.5 Impacts...9-60 Table 9-27 Source Specific Acidic Deposition Impacts...9-64 Table 9-28A Non-Criteria Pollutant Impacts and NYSDEC Guideline Concentrations...9-67 Table 9-28B Non-Criteria Pollutant Impacts (for Turbine Startup) and NYSDEC Short-term Guideline Concentrations...9-70 Table 9-29 CPV Valley Visible Plume Analysis Summary...9-75 Table 9-30A Cumulative PM10 Modeling Results for Local Source Inventory and Project...9-77 Table 9-30B Cumulative Local PM 10 Impacts -- Compliance with NAAQS...9-77 Table 9-31 Maximum Impacts at Sensitive Receptors...9-78 Table 9-32 New York State CO 2 Emission Inventory by Sector (MMTCE)...9-85 Table 9-33 United States CO 2 Emission Inventory by Sector (MMTCE)...9-85 Table 10-1 Measured Ambient Noise Level Data (dba)...10-4 Table 10-2 Noise Levels of Major Construction Equipment...10-6 Table 10-3 Typical Site Average Noise Levels at 50 feet by Construction Activity...10-6 Table 10-4 Construction Noise Levels (dba)...10-7 Table 10-5 Noise Modeling Results (dba)...10-8 Table 11-1 Soil Unit Summary...11-3 Table 12-1 Preliminary Water Balance...12-49 Table 12-2 Facility Water Use and Wastewater Generation Rates under Indicated Operating Conditions...12-50 Table 12-3 Projected Peak and Average Day Water Use...12-51 Table 12-4 Middletown Sewage Treatment Plant Effluent...12-52 Table 12-5A Projected Makeup Water Quality Characteristics for Tertiary Treated Effluent...12-54 Table 12-5B Projected Wastewater Discharge Characteristics Average Makeup Water Quality...12-55 Table 12-5C Projected Wastewater Discharge Characteristics Maximum Makeup Water Quality...12-56 Table 12-5D Estimated Average Change in Wastewater Discharge Characteristics for the Middletown STP Outfall Under Low Flow Conditions...12-57 xviii Table of Contents

Table 12-5E Estimated Average Change in Wastewater Discharge Characteristics for the Middletown STP Outfall Under Mean Flow Conditions...12-58 Table 12-5F Estimated Average Change in Wastewater Discharge Characteristics for the Middletown STP Outfall Under Design Flow Conditions...12-59 Table 12-5G Estimated Maximum Change in Wastewater Discharge Characteristics for the Middletown STP Outfall Under Low Flow Conditions...12-60 Table 12-5H Estimated Maximum Change in Wastewater Discharge Characteristics for the Middletown STP Outfall Under Mean Flow Conditions...12-61 Table 12-5I Estimated Maximum Change in Wastewater Discharge Characteristics for the Middletown STP Outfall Under Design Flow Conditions...12-62 Table 12-6 City Of Middletown Sewer Discharge Limits and Projected Discharge Concentrations...12-63 Table 12-6A General Water Quality Criteria Applicable to Class B Waters...12-64 Table 12-6B Low Flow Statistics for the Wallkill River at Pellets Island, NY and Phillipsburg, NY...12-65 Table 12-6C Comparison of Groundwater and Surface Water Quality Characteristics under Low Flow Conditions...12-66 Table 12-7 Bulk Oil and Chemical Storage List...12-67 Table 12-8 Process Water Treatment Chemical List...12-68 Table 12-9 Oil and Chemical Materials Needed to Support Construction Activities...12-69 Table 13-1 Table 13-2 Table 13-3 Table 13-4 General Water Quality Criteria Applicable to Class B and Class C Waters...13-2 Low Flow Statistics for the Wallkill River at Pellets Island, NY and Phillipsburg, NY...13-4 CPV Valley Energy Project Pre-development and Post Development Stormwater Discharge Rates 100 Year Storm Event...13-10 Stormwater Pollutant Loadings...13-12 Table 14-1 Ecological communities of the CPV Valley Energy Center...14-2 Table 14 2 Plant Species Observed at Project Site, Laydown Areas and Interconnections, by Cover Type...14-8 Table 14-3 Reptiles and Amphibians with Potential to Occur on the Site, Interconnections and Construction Laydown Areas...14-17 Table 14-4 Bird Species with Potential to Occur on the Project Site, Interconnections and Construction Laydown Area...14-27 Table 14-5 Mammals with Potential to Occur on the Project Site, Interconnections and Construction Laydown Areas...14-32 Table 14-6 Dragonflies with Potential to Occur on the Site, Interconnections and Construction Laydown Areas...14-35 Table 14-7 Orange County, New York: Federally Listed Endangered and Threatened Species and Candidate Species (USFWS, 2008)...14-36 Table 14-8 Permanent and Temporary Impacts to Ecological communities of the CPV Valley Energy Center...14-44 Table 15-1 Assumptions for Exhaust Construction Emissions...15-11 Table 15-2 Construction Activity Levels...15-12 Table 15-3 Exhaust Emission Factors...15-13 Table 15-4 VOC Exhaust Emissions During Construction...15-14 Table 15-5 PM-10 Emissions During Construction...15-15 Table 15-6 PM-2.5 Emissions During Construction...15-16 Table 15-7 CO Exhaust Emissions During Construction...15-17 xix Table of Contents

Table 15-8 NOx Exhaust Emissions During Construction...15-18 Table 15-9 SO2 Exhaust Emissions During Construction...15-19 Table 15-10 Fugitive Particulate Emissions During Construction...15-20 Table 15-11 Daily Emissions During Construction...15-21 Table 16-1 Table 16-2 Table 17-1 Table 17-2 Demographics of Project Area - Wawayanda, Orange County, New York and Tracts within 1 Mile of Proposed Project...16-7 2007 Area Crime Rates*...16-8 2012 Operation Overall Level of Service Summary...17-4 Summary of Potential Gas Routing Options...17-7 Table 18-1 Magnetic Field Levels of Various Household Appliances...18-11 Table 18-2 Magnetic Field Levels of Various Devices, Phenomena and Standards...18-11 Table 18-3 Magnetic Field Levels for the Overhead Segment...18-13 Table 18-4 Electric Field Levels for the Overhead Segment...18-14 Table 18-5 Magnetic Field Levels for the Underground Segment...18-15 Table 19-1 Comparison of Alternatives Electrical Interconnect...19-7 Table 19-2 Comparison of Alternatives Cooling Technology...19-10 Table 19-3 Comparison of Alternatives Air Quality Control Technologies...19-13 Table 19-4 Comparison of Alternatives Water Supply Source...19-18 xx Table of Contents

List of Figures Figure 1-1 Figure 1-2 Figure 1-3 Figure 2-1. Figure 2-2. Figure 2-3. Figure 2-4. Figure 2-5. Figure 2-6. Figure 2-7A. Figure 2-7B. Figure 2-8. Figure 2-9. Figure 2-10. Figure 2-11 Figure 3-1 Figure 3-2 Figure 3-3A Figure 3-3B Figure 3-4 Figure 3-5 Figure 3-6 Figure 3-7 Figure 3-8 Figure 4-1. Figure 4-2. Figure 4-3. Figure 5-1A Figure 5-1B Figure 5-1C Figure 5-1D Figure 5-2A Figure 5-2B Figure 5-3A Figure 5-3B Figure 5-4A Figure 5-4B Figure 5-5A Figure 5-5B Figure 5-6A Figure 5-6B Figure 5-7A Figure 5-7B Site Location Map, Aerial View NYISO Zone Map Electric Generation Technology Efficiencies Site Locus and Boundary Delineation Site Map - Aerial View Existing Conditions Plan Tax Parcel Map Conceptual Flow Diagram Computer Rendering CPV Valley Energy Center, General Arrangement Site Plan and Proposed Conditions (100 Scale) (oversized) CPV Valley Energy Center, General Arrangement Site Plan and Proposed Conditions (11 50 Scale (oversized) CPV Valley Energy Center, Elevations CPV Valley Energy Center, Elevations Laydown Area Map (oversized) Preliminary Construction Schedule Aerial Photograph of Project Site and Surrounding Area Existing Zoning Map of Project Site and One-Mile Radius Existing Land Use Map within One Mile of Project Site Existing Land Use Map within Five Miles of Project Site Proposed Developments Within 1 Mile of Project Site Historic Points, Parks and Recreation Areas Community Facilities Within 5 Miles of the Project Site Undeveloped (Recent) Parcel Map Additional Management Zones and Districts in the Area Archeological Survey Area Location of Surveyed Properties Historic Resources, NRHP Listed and Eligible, Within 2 Miles of Project Site Visual Resources Within 5 Miles of Project Site Viewshed Map on Aerial Viewshed Map on USGS NYSHPO SPHINX Data Historic Properties (D/I) Eligible Viewpoint 1: Paramount Theater (Existing Conditions) Viewpoint 1: Paramount Theater (With Project) Viewpoint 2: Dolsontown and McVeigh Roads (Existing Conditions) Viewpoint 2: Dolsontown and McVeigh Roads (With Project) Viewpoint 3: Ben and Paula Amchir Park (Existing Conditions) Viewpoint 3: Ben and Paula Amchir Park (With Project) Viewpoint 4: Shannen Park (Existing Conditions) Viewpoint 4: Shannen Park (With Project) Viewpoint 5: Bates Gates Road (Existing Conditions) Viewpoint 5: Bates Gates Road (With Project) Viewpoint 6: 129 Kirbytown Road Backyard (Existing Conditions) Viewpoint 6: 129 Kirbytown Road Backyard (With Project) xxi Table of Contents

Figure 5-8A Viewpoint 7: Primitive Baptist Church (Existing Conditions) Figure 5-8B Viewpoint 7: Primitive Baptist Church (With Project) Figure 5-9A Viewpoint 8: Truman Moon School (Existing Conditions) Figure 5-9B Viewpoint 8: Truman Moon School (With Project) Figure 5-10A Viewpoint 9: Balchem Corporation (Existing Conditions) Figure 5-10B Viewpoint 9: Balchem Corporation (With Project) Figure 5-11A Viewpoint 10: Lower Parking Lot - Horizons at Wawayanda (Existing Conditions) Figure 5-11B Viewpoint 10: Lower Parking Lot - Horizons at Wawayanda (With Project) Figure 5-12A Viewpoint 11: Route 6 (Existing Conditions) Figure 5-12B Viewpoint 11: Route 6 (With Project) Figure 5-13A Viewpoint 12: Kirbytown Road (Existing Conditions) Figure 5-13B Viewpoint 12: Kirbytown Road (With Project) Figure 5-14A Viewpoint 13: Interstate 84 (Existing Conditions) Figure 5-14B Viewpoint 13: Interstate 84 (With Project ) Figure 5-15A Viewpoint 14: 349 Greeves Road (Existing Conditions) Figure 5-15B Viewpoint 14: 349 Greeves Road (With Project) Figure 5-16A Viewpoint 15: Sutton Hills Apartments (Existing Conditions) Figure 5-16B Viewpoint 15: Sutton Hills Apartments (With Project ) Figure 5-17A Viewpoint 5: Bates Gates Road (Nighttime View Existing Conditions) Figure 5-17B Viewpoint 5: Bates Gates Road (Nighttime with Facility Lighting) Figure 5-18A Viewpoint 6: 129 Kirbytown Road Backyard (Nighttime View Existing Conditions) Figure 5-18B Viewpoint 6: 129 Kirbytown Road Backyard (Nighttime with Facility Lighting) Figure 5-19A Viewpoint 11: Route 6 (Nighttime View Existing Conditions) Figure 5-19B Viewpoint 11: Route 6 (Nighttime View with Facility Lighting) Figure 5-20 Viewpoint 5: Bates Gates Road (Photosimulation with Vapor Plume (Typical Autumn Day) Figure 6-1. Figure 7-1 Figure 7-2 Figure 7-3 Figure 7-4 Figure 7-5 Figure 7-6 Figure 7-7 Figure 7-8 Figure 7-9 Figure 7-10 Figure 7-11 Figure 7-12 Figure 7-13 Figure 8-1 Figure 8-2 Figure 8-3 Figure 8-4 Figure 8-5 Figure 8-6 Figure 8-7 Figure 8-8 Community Facilities within 5 Miles of the Project Site Estimated Construction Manpower by Month Top Job Impacts by Industry Annual Job Impacts from Operation of the CPV Valley Energy Center Job Impacts from Operations Environmental Justice Screening Area, Poverty Rate and Minority Population Map Maximum Project Impacts, 1-Hour Average CO Concentrations Maximum Project Impacts, 8-Hour Average CO Concentrations Maximum Project Impacts, 3-Hour Average SO2 Concentrations Maximum Project Impacts, 24-Hour Average SO2 Concentrations Maximum Project Impacts, Annual Average SO2 Concentration Maximum Project Impacts, 24-Hour Average PM Concentrations Maximum Project Impacts, Annual Average PM Concentration Maximum Project Impacts, Annual Average NO2 Concentrations Site Location 2007 Existing Traffic Volumes 2012 Base Traffic Volumes Adjacent Development Locations Horizons at Wawayanda Arrival / Departure Distribution Concrete Properties / Panattoni Development Arrival / Departure Distribution Simon Business Park Arrival /Departure Distribution Brookfield Resource Management Development Arrival / Departure Distribution xxii Table of Contents

Figure 8-9 Figure 8-10 Figure 8-11 Figure 8-12 Figure 8-13 Figure 8-14 Figure 8-15 Figure 8-16 Figure 8-17 Figure 8-18 Figure 8-19 Figure 8-20 Figure 8-21 Figure 8-22 Figure 8-23 Figure 8-24 Sterling Parc at Middletown Development Arrival / Departure Distribution Sutton Hills Apartments Development Arrival / Departure Distribution Howard Shapiro Development Arrival / Departure Distribution Razzano Commercial Development Arrival / Departure Distribution Adjacent Development Traffic Volumes 2012 No-Build Traffic Volumes 2011 Pre-Construction Base Traffic Volumes CPV Arrival Distribution CPV Departure Distribution 2011 Construction Generated Traffic Volumes 2011 Construction Phase Traffic Volumes General Arrangement Site Plan - 2x1 Combined Cycle Sight Line Measurement Criteria & Available Site Distance 2012 Site Generated Traffic Volumes 2012 Build Traffic Volumes CPV Site and Panattoni Driveway Alignments Figure 10-1 Ambient Noise Monitoring Locations and Noise Sensitive Areas Figure 10-2 Ambient Noise Monitoring Uhlig Road/Kirbytown Road January 28-29, 2008 Figure 10-3 Noise Contour Map Figure 10-4 Noise Contour Map- Close-Up Figure 11-1 Figure 12-1 Figure 12-2 Figure 13-1 Figure 13-2 Figure 13-3 Figure 14-1 Figure 14-2 Figure 14-3 Figure 14-4 Figure 17-1 Figure 18-1 Figure 18-2 Figure 18-3 Figure 18-4 Figure 18-5 Figure 19-1 Soils and Geology Map Water Balance Diagram SPCC Conceptual Site Plan Mean Monthly Flow for the Wallkill River at Pellets Island and Phillipsburg Wallkill River Flow Duration Statistics Estimated Depth to Groundwater Surface at Project Site Ecological Communities Map Breeding Bird Atlas Map Ecological Communities with Site Overlay Utilities Overview Potential Gas Line Routing Options Typical 345 kv Double Circuit Tangent Structure Typical Underground Duct Bank Sections Interconnection to NYPA, Plan View Magnetic Field Level Contour Map, Vicinity Cable Riser Three Dimensional Magnetic Field Level Plot, Vicinity Cable Riser Proposed and Alternative Routes of Electrical Interconnection to NYPA xxiii Table of Contents

VOLUME II APPENDICES 1.0 EXECUTIVE SUMMARY 1-A SEQR Procedural Information 1-B Expanded Public Participation Plan 4.0 CULTURAL RESOURCES 4-A Correspondence 4-B Cultural Resource Reports 1) A Draft Phase I Archaeology Report, October 2008 2) Architectural Survey Report, October 2008 5.0 VISUAL RESOURCES AND AESTHETICS 5-A Correspondence with Lead Agency Regarding Viewpoint Selection Process 1) Viewpoint Selection Process for Visual Impact Assessment Photosimulations, October 2008 2) Documentation of Additional Wawayanda Planning Board Sites, January 23, 2009 5-B DVD of Stack Lighting 6.0 COMMUNITY FACILITIES 6-A Correspondence with Service Providers 7.0 SOCIOECONIMICS AND ENVIRONMENTAL JUSTICE 7-A The Economic and Fiscal Impacts of the Construction of the Valley Energy Center in the Town of Wawayanda, Orange County, New York 7-B Orange County Industrial Agency Letter, January 5, 2009 7-C Memorandum - Impacts on Insurability 7-D Consulting Report Proposed Electrical Generating Plant Spagnoli Road, Melville, New York 7-E Real Estate Value Impact 8.0 TRAFFIC AND TRANSPORTATION 8-A ATR Summaries 8-B Capacity Analysis Summaries 8-C Accident Abstracts 9.0 AIR QUALITY 9-A Air Quality Modeling Protocol (Revised) PSD and Part 201 Air Permit Application (on CD) 9-B Emissions Tables 9-C Cumulative PM-10 Emissions Inventories (PSD/Major Sources and Local Sources) 9-D Graphical Plots of Maximum Predicted Project Impacts xxiv Table of Contents

10.0 NOISE 10-A CPV Valley Energy Center Technical Noise Report (Supporting Documentation) Ambient Noise Monitoring Data Short Term Measurements Ambient Noise Monitoring Data 24-Hour Monitoring Facility Noise Data Derivation CadnaA Noise Model Input Values CadnaA Noise Model Output Values VOLUME III APPENDICES 11.0 SOIL, GEOLOGY, AND SEISMOLOGY 11-A Seismic Hazard Maps 11-B Preliminary Geotechnical Investigation 11-C Environmental Database Search Results 11-D Environmental Site Investigation Field Logs 12.0 INFRASTRUCTURE 12-A Stormwater Pollution Prevention Plans 1) Stormwater Pollution Prevention Plan CONSTRUCTION 2) Stormwater Pollution Prevention Plan OPERATION 12-B SPDES Permit Application 12-C Emergency Response Plan 12-D City of Middletown Sewage Treatment Plant Effluent Data 12-E Wallkill River Water Quality Data 13.0 WATER RESOURCES 13-A Groundwater Study 14.0 ECOLOGY 14-A List of NY NHP Conservation Concern Plant Species 14-B Descriptions of On-Site Streams 14-C Wetland Functional Assessment 14-D Wetland Data Sheets 14-E Bog Turtle Survey Results 14-F Bird Species Descriptions 14-G Agency Correspondence 14-H Wetland Mitigation Plan 14-I Description of Stream Crossing for Electrical Interconnect 16.0 COMMUNITY CHARACTER 16-A Minisink Valley Central School District New York State District Report Card, Comprehensive Information Report 17.0 CUMULATIVE IMPACTS 17-A CPV Valley Map Level Assessment of Potential Gas Routing Options xxv Table of Contents

VOLUME IV OVERSIZED PLANS Figure 2-3 Figure 2-7A Existing Conditions Plan CPV Valley Energy Center, General Arrangement Site Plan and Proposed Conditions (100 Scale) Figure 2-7B CPV Valley Energy Center, General Arrangement Site Plan and Proposed Conditions (50 Scale) Figure 2-10 Figure 5-1B Figure 5-1D Laydown Area Map Viewshed Map on Aerial NYSHPO SPHINX Data Historic Properties (D/I) Eligible xxvi Table of Contents

FINAL ENVIRONMENTAL IMPACT STATEMENT CPV VALLEY ENERGY CENTER VOLUME I TABLE OF CONTENTS ACRONYMS LIST... v 1.0 INTRODUCTION... 1-1 1.1 Proposed Action Overview... 1-1 1.2 Project SEQRA Milestones... 1-2 1.3 Public Comments on the DEIS... 1-5 1.4 FEIS Presentation... 1-6 1.5 FEIS Distribution... 1-7 2.0 PROJECT REFINEMENTS SINCE FILING THE DEIS... 2-1 2.1 Summary of Project Refinements... 2-1 2.2 Main Power Facility... 2-2 2.3 Electrical Interconnection and Transmission Line... 2-2 2.3.1 Electric Interconnection... 2-2 2.3.2 Electric Transmission Line... 2-5 2.4 Process Water Supply/Return Routing... 2-8 2.5 Facility Process Water Supply and Discharge... 2-12 2.6 Natural Gas Supply... 2-13 2.7 Host Community Agreement... 2-13 3.0 SUMMARY OF ENVIRONMENTAL STUDIES CONDUCTED SINCE FILING DEIS... 3-1 3.1 Introduction... 3-1 3.2 Spring and Summer Ecological Field Surveys... 3-1 3.2.1 Vernal Pool Survey... 3-2 3.2.2 Bat Habitat Survey... 3-2 3.2.3 Plant Survey... 3-3 3.2.4 Bog Turtle Survey Results... 3-4 3.2.5 Stream Habitat Assessment... 3-4 3.2.6 Wetland Hydroperiod... 3-6 3.3 Air Quality... 3-7 3.3.1 Secondary Formation of PM 2.5... 3-7 3.3.2 New Regulatory Requirements... 3-8 3.4 Visibility of Plumes... 3-9 3.5 Visual Impact Assessment of Above Ground Electric Transmission Line... 3-10 3.6 Cultural resources... 3-12 3.7 Zoning... 3-12 3.7.1 Existing Conditions (Section 3.5.1 of DEIS)... 3-13 3.7.1.1 Project Site... 3-13 3.7.1.2 Surrounding Zoning Districts... 3-13 3.7.2 Analysis of Consistency with the Town of Wawayanda 2009 as Amended in 2010 Zoning Law (Section 3.5.2 of DEIS)... 3-14 3.7.3 Summary of Impacts and Mitigation (Section 3.5.2.3 of DEIS)... 3-28 Final Environmental Impact Statement i Table of Contents CPV Valley Energy Center February 2012

4.0 RESPONSE TO COMMENTS ON THE DEIS... 4-1 4.1 Summary of Response to Comments on DEIS... 4-1 4.1.1 Project Need... 4-1 4.1.2 Natural Gas Supply... 4-1 4.1.3 Project Electric Transmission Lines... 4-1 4.1.4 Land Use and Community Character... 4-2 4.1.5 Cultural Resources... 4-2 4.1.6 Visual... 4-2 4.1.7 Community Resources... 4-3 4.1.8 Socioeconomics... 4-3 4.1.9 Traffic... 4-3 4.1.10 Air Quality... 4-4 4.1.11 Noise... 4-5 4.1.12 Soils, Geology, Seismology... 4-5 4.1.13 Infrastructure... 4-5 4.1.14 Wetlands and Water Resources... 4-6 4.1.15 Ecology... 4-7 4.1.16 Environmental Justice... 4-7 4.1.17 Decommissioning... 4-8 4.2 Response to Comments on the DEIS... 4-8 Response to Comments on Section 1.0 Executive Summary... 4-11 Response to Comments on Section 2.0 Project Description... 4-58 Response to Comments on Section 3.0 Land Use... 4-59 Response to Comments on Section 4.0 Cultural Resources... 4-94 Response to Comments on Section 5.0 Visual... 4-96 Response to Comments on Section 6.0 Community Facilities... 4-106 Response to Comments on Section 7.0 Socioeconomics... 4-112 Response to Comments on Section 8.0 Traffic... 4-142 Response to Comments on Section 9.0 Air Quality... 4-146 Response to Comments on Section 10.0 Noise... 4-210 Response to Comments on Section 11.0 Soil, Geology, and Seismology... 4-215 Response to Comments on Section 12.0 Infrastructure... 4-218 Response to Comments on Section 13.0 Water Resources... 4-231 Response to Comments on Section 14.0 Ecology... 4-249 Response to Comments on Section 15.0 Construction Impacts... 4-291 Response to Comments on Section 16.0 Community Character... 4-292 Response to Comments on Section 17.0 Cumulative Impacts... 4-301 Response to Comments on Section 18.0 Other Environmental Impacts... 4-305 Response to Comments on Section 19.0 Alternatives... 4-310 5.0 RESPONSE TO PUBLIC COMMENTS RECEIVED ON THE ADDITIONAL STUDIES DOCUMENT... 5-1 Response to Comments on the Additional Studies Document:... 5-2 Final Environmental Impact Statement ii Table of Contents CPV Valley Energy Center February 2012

TABLES Table 1-1 SEQRA Milestones... 1-2 Table 1-2 SEQRA DEIS Review Distribution... 1-3 Table 1-3 List of DEIS Review Comments... 1-5 Table 1-4 FEIS Distribution List... 1-7 Table 3-1 Summary of Zoning Law Compliance (2009 as amended in 2010)... 3-14 FIGURES FEIS Figures Figure 1 Figure 2 Figure 3 Figure 4 Figure 5 Figure 6 Location of GIS Building and Process Water Line Alternatives Interconnect General Arrangement Electrical GIS Building Plan Location of GIS Building with Wetlands Underground Electric Transmission Line on Project Site Location of Process Water Supply/Return Lines with Wetlands DEIS Figures (Revised Figures in Response to Comments on the DEIS) Figure 2-3 Existing Conditions Figure 2-7A Site Plan 100 Scale Figure 2-7B Site Plan 50 Scale Figure 3-2 Zoning Map of Project Site and One-Mile Radius Figure 3-5B Viewpoint 13B: With Project, Interstate 84 Figure 3-7A Undeveloped Parcel Map with Zoning Figure 3-7B Undeveloped Parcel Map with Theoretical Viewshed Figure 7-6 Maximum Project Impacts 1-Hour Average CO Concentrations (µg/m 3 ) Figure 7-7 Maximum Project Impacts 8-Hour Average CO Concentrations (µg/m 3 ) Figure 7-8 Maximum Project Impacts 3-Hour Average SO 2 Concentrations (µg/m 3 ) Figure 7-9 Maximum Project Impacts 24-Hour Average SO 2 Concentrations (µg/m 3 ) Figure 7-10 Maximum Project Impacts Annual Average SO 2 Concentrations (µg/m 3 ) Figure 7-11 Maximum Project Impacts 24-Hour Average PM Concentrations (µg/m 3 ) Figure 7-12 Maximum Project Impacts Annual Average PM Concentrations (µg/m 3 ) Figure 7-13 Maximum Project Impacts Annual Average NO 2 Concentrations (µg/m 3 ) Figure 14-1 Ecological Communities Map Final Environmental Impact Statement iii Table of Contents CPV Valley Energy Center February 2012

VOLUME II APPENDICES APPENDIX 1 INTRODUCTION 1A Comment Letters Received on DEIS 1B Public Hearing Transcript 1C Index to Response to Comments 1D Comment Letters Received on the Additional Studies 1E Correspondence from Millennium Pipeline LLC APPENDIX 2 ECOLOGY 2A Spring and Summer 2009 Ecological Field Survey Report 2B Joint Wetlands Permit Application (on CD) 2C Table 14-3 Reptiles and Amphibians with Potential to Occur on the Site, Interconnections and Construction Laydown Areas (Revised) 2D Agency Correspondence on Joint Wetlands Permit Application (Wetland Impact and Mitigation Plans, Revised January 2012 on CD) APPENDIX 3 AIR QUALITY 3A Technical Memorandum: Response to Visible Plume and Secondary Formation of PM 2.5 Comments on DEIS 3B CPV Valley Air Quality Permitting Addendum APPENDIX 4 VISUAL RESOURCES AND AESTHETICS Technical Memorandum: Visual Assessment of Aboveground Electric Transmission Line (Attachment A: Section 5.0 of DEIS Visual Resources and Aesthetics on CD) APPENDIX 5 SITE PLANS 5A Comments from MHE on Site Plans and CPV Valley Responses 5B Revised Site Plans (on CD) APPENDIX 6 SPDES APPLICATION 6A CPV Valley New York State Pollutant Discharge Elimination System Application for Permit to Discharge Industrial Wastewater (on CD) 6B Agency Correspondence APPENDIX 7 CULTURAL RESOURCES 7A Cultural Resources Documentation 7B OPRHP Correspondence APPENDIX 8 NOISE Draft Post Construction Noise Monitoring Protocol Final Environmental Impact Statement iv Table of Contents CPV Valley Energy Center February 2012

Appendix G Letters of Support New York Energy Highway

ORANGE COUNTY LEGISLATURE CPV Committee: Rules, Enactments and Intergovernmental Relations Sponsors: Amo, Berkman, Brescia, Bonelli, Hines Co-Sponsors: Anagnostakis, Benton, Berardinelli, Buckbee, Castricone, Eachus, Paduch, Simmons, Smith, Pillmeier RESOLUTION NO. 110 OF 2012 Agenda No. 15 RESOLUTION OF THE ORANGE COUNTY LEGISLATURE AND COUNTY EXECUTIVE IN SUPPORT OF ECONOMIC AND SUSTAINABLE ENERGY DEVELOPMENT OF THE CPV VALLEY ENERGY CENTER IN WAWAYANDA NEW YORK. WHEREAS, the CPV Valley Energy Center (the "Project"), to be located in Wawayanda, Orange County, New York, is a nominally rated 650MW state-of-the-art combined cycle electric generation facility; and WHEREAS, the Project represents a $900 million private investment in Orange County, and will generate significant economic activity for the County and the State through the creation of approximately 500 new jobs for the construction and 25 to 30 new jobs for operation, and by the Project's significant payment in lieu of taxes; and WHEREAS, the Project's development will achieve many of the objectives set forth in the New York Energy Highway program, which includes enhancing the long-term reliability of the State's energy system due to the Project's location and dual fuel capability, as well as, increasing the efficiency of the State's generation fleet with the addition of the Project as a new, clean and highly efficient electric production resource for New York; and WHEREAS, the Project will also achieve other goals of New York's Energy Highway program, such as creating new jobs and opportunity for New York through the construction and operation of the facility; and WHEREAS, the Project will contribute to the improvement of the State's environmental future by utilizing clean proven and more efficient generation technology that will allow for the retirement of older, less efficient and less environmentally friendly electric generation facilities; and WHEREAS, the design of the Project will utilize advanced technologies such as air cooling to reduce water consumption, and the use of re-claimed water from the local wastewater treatment facility, both of which preserve New York's precious water resources; and WHEREAS, the Project has received wide spread community support due to the sponsor's extensive community outreach throughout the development process and the significant public participation as the Project proceeded through the State's SEQRA process, which is nearing completion with the Environmental Impact Statement recently deemed final and complete by the Lead Agency; and

WHEREAS, the Project has adhered to the market rules and procedures established by the New York Independent System Operator ("NYISO") as evidenced by the Project being in the final phase of the NYISO study and approval process. NOW THEREFORE BE IT RESOLVED, that the Orange County Legislature, supports the development and construction of the CPV Valley Energy Center and requests that the Energy Highway Task Force give all due consideration to inclusion of the CPV Valley Energy Center in the implementation of the Task Force's efforts; and be it further RESOLVED, that the Clerk of the Legislature is hereby authorized to forward certified copies of this Resolution to New York State Governor Andrew Cuomo, Commissioner RoAnn M. Destito, Commissioner of the New York State Office of General Services, State Senate Majority Leader Dean Skelos, Speaker of the Assembly Sheldon Silver and to each member of the State Senate and Assembly whose districts include all or part of Orange County. EDWARD A. DIANA, COUNTY EXECUTIVE THIS IS TO CERTIFY THAT I, JEAN M. RAMPPEN, Clerk of the County Legislature of said County of Orange, have compared the foregoing copy of resolution with the original resolution now on file in my office and which was passed by the County Legislature of said County of Orange on the 3rd day of May, 2012, and that the same is a correct and true transcript of such original resolution and the whole thereof. IN WITNESS WHEREOF, I have hereunto set my hand and the official seal of said County Legislature this 4 th day of May, 2012. ca----p-p-,1"--1 Clerk al e County Legislature of the Couhty of Orange

4 Crotty Lane phone: 845.220.2244 Suite 100 fax: 845.220-2247 New Windsor, NY 12553 www.hvedc.com May 15, 2012 The Honorable Andrew Cuomo Governor, State of NY NYS Capitol Albany, New York 12224 Dear Gov. Cuomo: We applaud you for your vision in proposing to upgrade New York aging electric grid through your Energy Highway plan. As we work to return New York state to its former prominence, we believe this is precisely the type of foundational initiative on which we need to be focused. As you formulate your Energy Highway plan for the future, we hope you will make the CPV Valley Energy Center a central component. This natural gas-fired clean energy project which has been in development for over four years has extremely strong public support and promises to serve as an economic catalyst for the entire Hudson Valley region. The Hudson Valley has been one of the fastest growing areas in New York state over the past decade. To meet the demands of this growth now and into the future, we need to make intelligent choices and plan accordingly. Advancing the CPV Valley Energy Center is an intelligent choice, helping lay the infrastructure groundwork to support economic growth and prosperity for decades to come. By creating hundreds of well-paying construction jobs over a two-and-a-half year period, the CPV Valley Energy Center provides precisely the type of economic shot in the arm we so need right now and the reliable energy we need for future growth. The project's environmentally-friendly design ensures that we don't sacrifice clean air or clean water in pursuit of our economic goals. This project enjoys virtually unanimous support from virtually every level of government. We hope you will join the Hudson Valley Economic Development Corporation in supporting this vital project going forward through inclusion in your Energy Highway plan. Sincerely, Michael Oates, President Hudson Valley Economic Development Corporation

Board of Directors Resolution #0512 May 15, 2012 WHEREAS, the Orange County Economic Development Corporation, doing business as the ORANGE COUNTY PARTNERSHIP, was formed to: Promote and coordinate the economic development of businesses in Orange County; Engage in research activities to aid business development in Orange County; Supply timely information to allied business or economic development groups and to the general public with respect to the economic and orderly development of Orange County; and Work in partnership with federal, state, county and municipal governments and their agencies to foster economic development in Orange County; WHEREAS, the ORANGE COUNTY PARTNERSHIP has worked closely with Competitive Power Ventures (CPV) since the CPV Valley Energy Center project was first proposed back in Spring of 2008; WHEREAS, the CPV Valley Energy Center (the "Project"), to be located in Wawayanda, Orange County, New York, is a nominally rated 650MW state-of-theart combined cycle electric generation facility; and WHEREAS, the Project represents a $900 million private investment in Orange County, and will generate significant economic activity for the County and the State through the creation of approximately 500 new jobs for the construction and 25 to 30 new jobs for operation, and by the Project's significant payment in lieu of taxes; and WHEREAS, the Project's development will achieve many of the objectives set forth in the New York Energy Highway program, which includes enhancing the long-term reliability of the State's energy system due to the Project's location and dual fuel capability, as well as, increasing the efficiency of the State's generation fleet with the addition of the Project as a new, clean and highly-efficient electric production resource for New York; and

WHEREAS the Project will also achieve other goals of New York's Energy Highway program, such as creating new jobs and opportunity for New York through the construction and operation of the facility; and WHEREAS the Project will contribute to the improvement of the State's environmental future by utilizing clean proven and more efficient generation technology that will allow for the retirement of older, less efficient and less environmentally friendly electric generation facilities; and WHEREAS, the design of the Project will utilize advanced technologies to reduce water use and use re-claimed water from the local wastewater treatment facility, both of which preserve New York's precious water resources; and WHEREAS, the Project has received wide spread community support due to the sponsor's extensive community outreach throughout the development process and the significant public participation as the Project proceeded through the State's SEQRA process, which is nearing completion with the Environmental Impact Statement recently deemed final and complete by the Lead Agency; and WHEREAS, the Project has adhered to the market rules and procedures established by the New York Independent System Operator ("NYISO") as evidenced by the Project being in the final phase of the NYISO study and approval process. NOW, THEREFORE, the ORANGE COUNTY PARTNERSHIP does hereby express its unanimous support for the development and construction of the CPV Valley Energy Center and requests that the Energy Highway Task Force give all due consideration to inclusion of the CPV Valley Energy Center in the implementation of the Task Force's efforts; and further directs that a copy of this resolution be transmitted to Governor Andrew M. Cuomo for his consideration. MOTION CARRIED: AYES: NAYS: ABSTENTIONS: 10 0 0

New York State Laborers'-Employers' Cooperation & Education Trust 18 Corporate Woods Boulevard Albany, New York12211 Tel: 518 449 1715 800 797 5931 Fax: 518 449 1621 www.nysliuna.org Union Construction A Better Way to Build May 16, 2012 CPV Valley Energy The New York State Laborers' Union represents 40,000 members employed in the construction industry and other fields throughout the state. Our members are organized into more than 35 local unions and 5 district councils. We are a proud affiliate of the Laborers' International Union of North America (LIUNA). Direct Impact for our members The CPV Valley Energy project would create more than 400 direct construction jobs for our members from the Hudson Valley during the 2 1/2 year construction period. The construction jobs will be associated with the construction of a 650 mega watt natural gas generating facility. Our members would also be involved with the construction of temporary access roads, site excavation and site restoration. The project would provide work opportunities in the community where they live which would benefit the local communities. Economic Impact The construction phase will deliver immediate economic benefits to the state generating millions of dollars in local economic benefits in addition to the regional benefits of an increased competitively priced energy supply The instate construction jobs created by the project will result in an increase in demand of goods and services within the state. The construction phase of the project will create an average of more than 1,200 indirect jobs in New York State over the same period of time from suppliers and businesses in the local community along the route.

New York State Laborers'-Employers' Cooperation & Education Trust 18 Corporate Woods Boulevard Albany, New York12211 Tel: 518 449 1715 800 797 5931 Fax: 518 449 1621 www.nysliuna.org The project will also incur direct spending in New York, including non-labor installation costs, as well as fees and taxes paid to the local and state government. The latter is estimated to total over $30 million in the first two decades of operation. Increase Reliability and Lower Costs Once this project is complete it will continue to deliver significant economic benefits. It is estimated that the increased supply of low cost electricity delivered from this facility will decrease electricity costs to customers throughout New York State. Sincerely, James M. Melius, MD, Dr.PH Administrator

05/21/2012 16:56 4012727456 LIUNA REGIONAL OFFIC PAGE 01/02 LiUNA! NEW ENGLAND REGIONAL OFFICE 226 South Main Street * Providence, RI 02903 Phone: (401) 751-5010 Fax: (401) 561-3340 g'sabitoni iiitycrreaurer May 18, 2012 The Honorable Andrew M. Cuomo Governor of New York State NYS State Capitol Building Albany, NY 12224 Dear Governor Cuomo, 'MIS* to the 1#dittidint 1k1 IRE LkEY TIPHARDSON 'COLE PENN +a torre I am writing to you today on behalf of the membership of the Laborers' International Union of North America (LIUNA) and all the people of New York to seek your support for an outstanding energy infrastructure project in the Hudson Valley. This project should become part of the State's Energy Master Plan which you spoke about in. your 2012 State of the State. The CPV Valley Energy Center is a proposed $900 million, 650 megawatt (MW) clean, natural gas-powered electric generating facility to be located in the town of Wa.wayanda, New York, just outside of Middletown in Orange County. If construction commences by early next year, as planned, this facility can be online as soon as 2016 to help meet our growing energy demand in the region. The addition of this clean burning natural gas fired facility to the state's fleet of generation would serve to enhance both the overall reliability of New York's electric system, and our environmental profile. This project certainly fits the vision you put forth as part of the goals and objectives for the Energy Highway. It's geographic location makes it an excellent candidate to help move power into much needed areas, it could conceivably come on-line in a short period of time since it is almost through the permitting process, and it's technology is state-of-the-art, The high efficiency of the CPV Valley Energy Center's proposed combined-cycle technology is well proven, along with the environmental benefits the technology delivers. Oftftto: teit, NW DC 1165 3.20 1072.754 Oti4..arg Certainly key to LIUNA is the economic benefits that it will bring. Again, you spoke about the need for jobs and this project would employ hundreds of union workers during its 30-month construction period.. That would be a tremendous economic boom for this region at a time when it is sorely needed. The project will also provide more than $30 million in local tax revenues, with much of that going to help the local school district which has been hit hard by budget cuts the past few years. Feel the Power

05/21/2012 15:56 4012727455 LIUNA REGIONAL OFFIC PAGE 02/02 The Honorable Andrew M, Cuomo May 18, 2012 Page 2 Another thing that has made this project stand out, is the close cooperation that the CPV team has displayed in dealing with organized labor, and the community at-large. Since this project was first announced almost four years ago, LIUNA has worked closely with them. and watched them work tirelessly to achieve an outstanding level of local support. CPV has gone to great lengths to work with the local and regional communities to meet the needs of everyone involved, and too assure that they build the best project possible. Orange County continues to be one of the fastest growing counties in the State. Laborers need jobs and energy to continue that trend, and projects like the CPV Valley Energy Center can help provide that, As 1. mentioned before, this project really does incorporate all the good things you spoke about that working families need in this State, For this and. all the reasons cited above, LIUNA hopes you will join us in supporting this project by including it within you plan for New York's Energy Highway. With kind regards, I remain Sin )16,0 ARMAND eabi 0 General Secretary-Treasurer and New England Regional Manager AES/lar

5151 San Felipe, Suite 2500 Houston, TX 77056 713.267.4770 Joseph P. Shields Chief Operating Officer May 22, 2012 The Honorable Andrew M. Cuomo Governor of New York State NYS State Capitol Building Albany, NY 12224 Dear Governor Cuomo: We are writing to you today with regard to your plans for New York's Energy Highway as outlined in your State of the State address, and subsequently within April's Energy Summit and recent Request for Information (RFI). We would like to express our support for the CPV Valley Energy Center electric generating project currently proposed for the Town of Wawayanda in Orange County, New York. NiSource is a Fortune 500 energy holding company engaged in natural gas transmission, storage and distribution, as well as electric generation, transmission and distribution. Our headquarters are in Indiana, but we hold a majority stake in the Millennium pipeline which transports natural gas across the southern tier of New York to the metro New York region. NiSource takes pride in the way we conduct business. In March, NiSource was named one of the World s Most Ethical Companies by the Ethisphere Institute. Ethisphere recognized NiSource s commitment to ethical leadership, compliance practices and corporate social responsibility. We are proud to recommend Competitive Power Ventures (CPV), the developer of the CPV Valley Energy Center. Through our subsidiary, we have worked closely with CPV--working on a gas interconnection agreement--as they have developed this project and have been impressed by their high level of professional and ethical standards in everything they do. In particular, the CPV team has done an outstanding job of working with the local and regional communities to meet the needs of everyone involved. They have held scores of meetings with community members to educate and receive feedback on how to create a better project. This intensive outreach effort is likely the reason that this major power project enjoys such strong local support.

The CPV Valley Energy Center is precisely the type of facility that achieves the goals and objectives you established for the Energy Highway. The addition of this project to the state s fleet of generation will enhance the overall reliability of New York s electric system. The high efficiency of this project s natural gas-powered, combined-cycle technology will improve the state s system wide efficiency and consume less fuel than other baseload generators. This will result in a reduction in emissions for the state. Also, the project incorporates many positive environmental attributes, such as state-of-the-art combustion and control technology to be one of the cleanest generators in New York. The construction of this project will take two-and-a-half years and employ hundreds of union workers under a project labor agreement. These are vitally-needed jobs in our region and will be a major step toward meeting your goal of putting thousands of people back to work. The CPV Valley Energy Center will contribute more than $30 million to local tax coffers, with the majority going to the local school system which has been hit hard in recent years by budget cuts. The CPV Valley Energy Center is an outstanding project that promises a major positive impact for our region and enjoys widespread public support. We hope you will include this project your consideration as a key piece of New York's energy future and the Energy Highway. Sincerely, Joseph Shields NiSource -2-