This information is available in alternate form at. Call Michelle Waters

- Ekanem, Diversity Director

, at 617

- 292

- 5751. TDD# 1

- 866

- 539

- 7622 or 1

- 617

- 574

- 6868

MassDEP Web site : www. mass.gov/dep

Printed on Recycled Paper Date Stamped: September 9, 2013

Mr. Scott G. Silverstein Footprint Power Salem Harbor

Development LP 1140 Route 22 East, Suite 303 Bridgewater

, NJ 08807 RE: SALEM

Transmittal No.: X 254064 Application No.: NE

- 12

- 022

Class : OP 1 19

FMF No.

PROPOSED AIR QUALITY PLAN

APPROVAL

Dear Mr. Silverstein :

The Massachusetts D epartment of Environmental Protection (MassDEP ) , Bureau of Waste Prevention, has reviewed your M ajor Comprehensive Plan Application (Application ) listed above, dated December 21, 2012

. The Application was supplemented with amendments

there to dated April 12, 2013

, June 10, 2013

, June 18, 2013 , Augus t 6, 2013, August 20, 2013, September 4, 2013 , and September 9 , 2013

. This Application concerns the proposed construction and operation of a 6 30 megawatt (MW) nominal combined cycle electric generating facility (the proposed Facility ) to be located at 24 Fort Avenue in Salem , Massachusetts , the location of your existing power generating facility ( Salem Harbor Station )

. With d uct firing under summer conditions, the proposed Facility will be capable of generating an additional 62 MW, for a total

of 692 MW. The Application bears the seal and signature of George S. Lipka

, P.E.

, Massachusetts Registered Professional Engineer number 29704

.

This Application was submitted in accordance with 310 CMR 7.02 Plan Approval and

Emission Limitations as contained in 310 CMR 7.00 “Air Pollution Control ” regulations adopted by MassDEP pursuant to the authority granted by Massachusetts General La ws, Chapter 111,

Section 142 A

- J, Chapter 21C, Section 4 and 6 , and Chapter 21E, Section 6

. MassDEP’s review of your Application has been limited to air pollution control regulation compliance and does not relieve you of t he obligation to comply with any o ther regulatory requirements.

MassDEP has d etermined that the Applic ation is administratively and technically complete and that the Application is in conformance with the Air Pollution Control regulations

and current air pollution control engineering prac tice, and hereby grants this Proposed Plan Approval for said Application, as submitted, subject to the conditions listed below.

This Proposed Plan Approval combines and includes: the 310 CMR 7.02 Comprehensive Plan Approval and 310 CMR 7.00: Appendix A Em ission Offsets and Nonattainment Review Approval. This Proposed Plan Approval allows for construction andFootprint Power Salem Harbor Development LP Proposed Plan Approval

Transmittal No. X254064 Application No. NE

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operation of the proposed Facility, and provides information on the proposed Facility description, emission control systems, emissions limits, CEMS, C OMS, monitoring/testing, record keeping, and reporting requirements.

Between March 3, 2003 and April 11, 2011, the United States Environmental Protection Agency (EPA) Region 1 administered the PSD Program in Massachusetts. Effective April 11, 2011, a Dele gation Agreement between MassDEP and EPA Region 1 was finalized for MassDEP to resume administration of the PSD Program in Massachusetts pursuant to 40 CFR 52.21 and the terms of the Delegation Agreement. Therefore, MassDEP is concurrently issuing a separa te
Draft PSD Permit for the above described Facility.

The Fact Sheet for the Draft PSD Permit is attached to this Proposed Plan Approval

. This Fact Sheet also explains MassDEP’s evaluation of Best Available Control Technology (BACT) for emissions of pollu tants subject to PSD review and air quality impacts. MassDEP

verified and concurs with the BACT and Lowest Achieva ble Emission Rate (LAER) analyse s for pollutants not subject to PSD review in the Permittee’s Application. The PSD Permit and the 310

CMR 7.02 Comprehensive Plan Approval process have the same review considerations for these items for this Facility.

Please review the entire Proposed Plan Approval , as it stipulates the conditions with

which the F acility owner/operator ( Permi ttee ) must comply in order for the Facility to be operated in compliance with this Plan Approval.

1. DESCRIPTION OF FACILITY AND APPLICATION

Footprint Power Salem Harbor Development LP ( the Permittee ) proposes to construct and operate a nominal 630 Megawatt (MW) natural gas fired, quick start (capable of producing 300 MW within 10 minutes of startup) combined cycle electric generating facility (the proposed Facility ) at Salem Harbor Station. With duct firing under summer conditions, the Facility will be capable of generating an additional 62 MW, for a total of 692 MW. Construction of t he F acility

is scheduled to begin in June 2014 and continue for a period of approximately 23 months. The Facility is expected to commence commercial operation in June 2016. The existing Salem

Ha rbor Station is comprised of four (4) steam electric generating units (Boiler Units 1, 2, 3, and 4)

. Boiler Units 1 and 2

, 84 MW and 81 MW, respectively, and both primarily coal fired, were removed from service on or prior to December 31, 2011. Boiler Unit 3, a 150 MW primarily

coal

- fired unit, and Boiler Unit 4, a 4 40 MW primarily oil fired unit, are required to cease operation, permanently shutdown , and be rendered inoperable no later than June 1, 2014 (see Final Amended Emission Control Plan Approval, Ap plication No. NE

- 12

- 003, Transmittal No. X241756)

.

The proposed Facility will be c onstructed on approximately 20 acres in the northwestern portion of the approximately 65 acre Salem Harbor Stat ion site. The Salem Harbor Station site is bordered by Fort Av enue and the South Essex Sewerage District (SESD) wastewater treatment plant to the north; Salem Harbor and Cat Cove to the east and northeast; the Blaney Street Ferry

terminal and several mixed

- use buildings to the southeast; and by Derby Street and Fort Avenue

to the west. Residential neighborhoods and the Bentley Elementary School are located to theFootprint Power Salem Harbor Development LP Proposed Plan Approval

Transmittal No. X254064 Application No. NE

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west across Fort Avenue and Derby Street. Terrain elevations rise gradually to the north, west, and southwest, with elevations rising 200 feet or more within approximately 10 kilometers.

The proposed Facility will be configured as two emission units (EU1 and EU2) each capable of operating independently in order to respond to ISO

– New England (ISO

– NE) dispatch requirements. EU1 and EU2 each will include one General Electric ( GE ) Model 107F

Series 5 com bustion turbine generator (CTG ), one duct burner, one Heat Rec overy Steam Generator (HRSG ), and one steam turbine generator (STG). EU1 and EU2 each will have a nominal generating capacity of approximately 3 15 M W (346 MW with duct firing)

. EU1 and

EU2 shall each burn natural gas with a sulfur content that does not exceed 0.5 gra ins per 100

standard cubic feet (pipeline natural gas) only in the CTG and duct burner. Based o n an ambient temperature of 90 d egrees Fah renheit, each CTG/duct burner pair shall be restricted to a maximum design firing rate of 2,449 million British thermal units per hour (MMBtu/hr), higher heating value (HHV), in combination. EU1 and EU2 shall each be restricted to a maximum fuel heat input of 18,888,480 MMBtu per twelve month rolling period.

Other auxiliary equipment at the Facility will include an 80 MMBtu/hr , HHV auxiliary boiler (EU3), a 750 Kilowatt (KW) electrical output emergency engine/generator set (EU4), a 371 brake horsepower (bh p) fire pump engine (EU5), an aqueous NH 3 storage tank, an auxiliary cooling tower, a demineralized water tank, a fire protection service water tank, and generator

step

- up (GSU) transformers.

EU3 shall be equipped with Ultra Low NO

x burners and shall burn pipeline natural gas only. EU3 shall be restricted to a maximum fuel heat input of 525,600 MMBtu per twelve month rolling period and will primarily be used to provide steam needed for plant start

- up if the

combustion turbines are off

- line, but also to pro vide process steam for other plant equipment.

EU4 and EU5 shall each burn ultra low sulfur diesel (ULSD) fuel oil (with a sulfur content that does not exceed 15 parts per million) only and will be required for backup electrical power if no power is availa ble internally or from the utility grid and for fire protection service, respectively. EU4 and EU5 shall each be used for emergency purposes only and shall each be restricted to no more than 300 hours of operation per twelve month rolling period.

During n ormal operating conditions, EU1 and EU2 shall each operate in combined cycle

mode only

. The first st age in combined cycle mode involve s combustion of natural gas in the combustion turbine with Dry Low Oxides of Nitrogen (NO

x ) Combustors to produce thermal

energy that is converted into mechanical energy to drive the turbine compressor section as well as the generator that produces electrical energy

. Under periods of operation when more electrical power is needed, evaporative coolers located at the inlet air assembly of each turbine are employed to evaporate a water mist into the turbine inlet air in order to cool the inlet air to the

combustion turbine . Cooler inlet air is denser, and with higher mass flow of inlet air, the turbine can fire more natural gas a nd therefore produce more electrical energy than it otherwise would produce if the evaporative coolers were not in operation.

In the second stage of combined cycle mode, t he hot exhaust gases , with temperature s in

excess of 1000 d egrees Fahrenheit exiting the combustion turbine

, pass through a three pressure

level HRSG, which uses the heat from these gases to produce steam. Each HRSG houses anFootprint Power Salem Harbor Development LP Proposed Plan Approval

Transmittal No. X254064 Application No. NE

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oxidation catalyst for carbon monoxide ( CO ) and volatile organic compounds (VOC) control, followed by an ammonia ( NH 3 ) injection grid and selective catalytic reduction (SCR) catalyst for

control of NO

x . The steam produced by the HRSG is then directed to the STG where heat energy

is extracted and converted to additional electrical energy

. The exhaust gases exiting the

combustion turbine also contain sufficient oxygen to allow the placement of a supplemental firing burner in the duct (duct b urner ) allowing the production of additional steam

, which

increase s electrical energy production in the STG. An a ir

- cooled condenser (ACC) is used to condense the steam exiting the steam turbine and return the water produced to the HRSG through a system of pumps and control mechanisms

. Efficiency is enhanced in th is cycle by using reheat systems as well as using waste steam to heat fee d water in the HRSG, thereb y improving overall efficiency.

Overall energy efficiency at the proposed Facility will be further improved by reducing the plant parasitic load. High efficiency exterior and industrial interior Light Emitting Diode (LED) lighti ng will be used throughout the proposed Facility, including in the Administration Building and Operations Center. The analysis provided by the Permittee shows that o perational energy savings in Watts of 30 percent and 38 percent are expected for exterior a nd industrial

interi or lighting, respectively, when compared to standard lighting. Based on a total energy savings of 248 MW

- hours per year and the proposed Facility’s carbon d ioxide (CO 2 ) emission rate of 825 pounds per MW

- hour net to the grid , avoided CO 2 emissions via usage of LED lighting amount to 102.3 tons per year. Variable speed drives will be used for all ACC fan motors and the primary boiler feed water pump and condensate pump motors. Piping and valves to reduce pressure losses will be considered in the detailed plant design. The highest efficiency commercially available transformers compatible for interconnection with the nearby National Grid switchyard will be installed.

Continuous Emissions Monitoring S ystems (CEMS) shall be installed on EU1 a nd EU2

to sample

, analyze and record NO

x , CO, and NH 3 concentration levels, and the percentage of oxygen (O 2 )

, in the exhaust gas from each of the two HRSG exhaust flues. Samples shall also be taken in the turbine exhaust upstream of the SCR system in orde r to provide data to optimize usage of the NH 3 injection control systems. In addition, Continuous Opacity Monitoring Systems (COMS) shall be installed in the stacks of EU1, EU2, and EU3 to monitor and record o pacity.

Most of the proposed Facility ’s power plant equipment will be housed in a building structure that will be approximately 115,000 square feet. In addition, the Facility will include areas within other buildings for administrative and operating staff, warehousing of parts and consumables, and mai ntenance shops and equipment servicing. All of the operations at the proposed Facility will be contained within the se buildings or conducted behind screening to minimize visual impacts.

The proposed Facility will interconnect with the National Grid transm ission system at two (2) locations within the existing National Grid switchyard located on site. One unit of the proposed Facility will interconnect at the same location where the existing Boiler Unit 4 is presently connected. The other unit of the propose d Facility will interconnect at a new circuit breaker bay to be constructed within the existing National Grid switchyard.

Natural gas will be delivered to the site via a new pipeline owned and operated byFootprint Power Salem Harbor Development LP Proposed Plan Approval

Transmittal No. X254064 Application No. NE

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Algonquin Gas Transmission, a subsidiary of Spectr a Energy (Spectra ). The pressure, capacity, and route of the new pipeline are still being developed by Spectra. Spectra will also construct an

on site natural gas metering station. Spectra will obtain all federal, state, and local approvals for

the above e quipment , as necessary.

2. EMISSION OFFSETS AND NONATTAINMENT REVIEW

Review considerations with resp ect to 310 CMR 7.00: Appendix A Emission Offsets and

Nona ttainment Review (Appendix A ) are not part of the PSD Review Process and are therefore

not addre ssed in the Fact S heet

. Therefore, MassDEP’s evaluation of Emission Offsets and

Nonattainment Review for the construction of the proposed Facility i s provided below

.

Appendix A applies to a new major source or major modification of an existing major

sourc e located in a non

- attainment area; or that is major for NO

x or VOC emissions

. W ith respect

to NO

x and/or VOC emissions, Appendix A applies for a new major source of fifty (50) or more

tons per year or a major modification of an existing major source amoun ting to an increase of twenty fi ve (25) or more tons per year

. Appendix A requires new major sources, or major modifications thereat, to meet Lowest Achievable Emission Rate (LAER) and to obtain emission

offsets at a ratio of 1.20 to 1 , plus a five (5) per cent set aside that must be held and can neither be

sold nor used elsewhere . This yields an overall offset ratio of 1.26 to 1

. LAER is defined in Appendix A as the more stringent rate of emissions of : (a) the most stringent emissions

limitation which is co ntained in any State Implementation Plan (SIP) for such class or category of stationary source, unless the owner or operator of the proposed stationary source demonstrates that such limitations are not achievable; or, (b) the most stringent emissions limit ation which is achieved in practice by such class or category of stationary source.

The proposed Facility is expected to commence commercial operation in June 2016. The proposed Facility shall be restricted to 14 4.8 and 28.0 tons per year of NO

x and VOC e missions, respectively. Therefore, the proposed Facility is a new major source of NO

x emissions and is subject to Appendix A for its NO

x emissions

. The proposed Facility is required to meet LAER

for NO

x emissions and the Permittee must obtain NO

x emission offsets at a ratio of 1.26 to 1. Since VOC emissions from the proposed Facility are below the new major source threshold of fifty (50) or more tons per year, the Permittee is not subject to regulation under Appendix A for

LAER and emission offsets pertaini ng to VOC emissions

. However, the VOC emissions from the proposed Facility are subject to, and must comply with, Best Available Control Technology (BACT) pursuant to 310 CMR 7.02.

The Permittee has proposed a NO

x emission limit for EU1 and EU2 of 2.0 part s per million by volume, dry basis, corrected to 15 percent Oxygen (ppmvd @ 15% O 2 ), one hour block average. The Permittee provided a LAER analysis in th e Application that included the

sources of data reviewed in support of this NO

x LAER determination. The se sources were EPA’s RACT/BACT/LAER Clearinghouse, EPA’s Region IV National Combustion Turbine Spreadsheet, the California Air Resources Board BACT Clearinghouse, the South Coast Air Quality Management District BACT Clearinghouse, and New Jersey’s State o f the Art Manual

for combustion turbines. The LAER analysis concluded that there are no large natural gas fired combined cycle turbines where a NO

x emission limit of less than 2.0 ppmvd @ 15% O 2 has beenFootprint Power Salem Harbor Development LP Proposed Plan Approval

Transmittal No. X254064 Application No. NE

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approved and subsequently demonstrated in practice. In addition, the two most recent NO

x LAER determinations for similar Massachusetts projects such as Brockton Power Company LLC ( Application No. 4B08015

, Transmittal No. W207973 dated July 20, 2011) and Pionee r Valley Energy Center LLC (Application No. 1

- B

- 08

- 037 , Transmittal No. X223780 dated December 31, 2010) were also 2.0 pp mvd @ 15% O 2 , one hour block average , during natural gas firing

. MassDEP has verified and concurred with the Permittee’s LAER analysis as presented in this Application that th is NO

x e mission limit constitute s NO

x LAER for the proposed Facility.

T he proposed Facility is a new major source of NOx emissions restricted to 144.8 tons

per year and the Permittee must obtain NO

x emission offsets at a ratio of 1.26 to 1. The total

number of NO

x emission offsets needed for the proposed Facility is ( 144.8) multiplied by (1.26)

,

or 183 t ons p er y ear

. In accordance with 310 CMR 7.00: Appendix A(6), for a new major stationary source of NO

x located in an area that is not a nonattainment area, prior t o commencing operation of any emission unit(s), for which offsets are required under Appendix A, NO

x emission offsets must actually occur and be obtained from the same source or other sources within the Ozone Transport Region

.

The Permittee entered into a n agreement on February 5, 2013 to purchase 59 tons per

year of rate

- based NO

x Emission Reduction Credits (ERCs) from The Newark Group Inc. These

ERCs were created and banked on April 7, 2010 by MassDEP , pursuant to the provisions of the

Commonwealth of Ma ssachusetts Air Pollution Control Regulation at 310 CMR 7.00: Appendix B, due to the shutdown of two (2) Massachusetts facilities owned and operated by T he Newark Group Inc. Thirty seven (37) tons per year of NO

x ERCs were created and banked from the

shutd own of Natick Paperboard, 90 North Main Street, Natick and twenty two (22) tons per year of NO

x ERCs were created and banked from the shutdown of Haverhill Paperboard, 100 South

Kimball Street, Haverhill

. ERCs in the Massachusetts R ate ERC Bank shall rever t to the state to be retired for the benefit of the environment if they have not been used by midnight of the date ten years from the date of MassDEP approval, or April 7, 2020.

In addition, t he Permittee entered into an agreement on April 4, 2013 to purc hase 135

tons per year of rate

- based NO

x Emission Reduction Credits (ERCs) from Osram Sylvania Inc.

These ERCs were created and banked on March 11, 2004 by the Rhode Island Department of Environmental Management, Office of Air Resources (OAR) , pursuant to the provisions of the State of Rhode Island Air Pollution Control Regulation No. 9, due to the shutdown of a number of operations at Osram Sylvania Inc., 1193 Broad Street, Central Falls, Rhode Island. In

accordance with t he Memorandum of Understanding by and between the State of Rhode Island Department of Environmental Management and the Commonwealth of Massachusetts Department of Environmental Protection on the Interstate Trading of NO

x Emission Reduction Credits (ERCs), dated April 2005, NO

x ERCs generat ed in the State of Rhode Island may be used in the Commonwealth of Massachusetts to meet emission offset requirements set forth in

310 CMR 7.00 : Appendix A. The Osram Sylvania Inc. facility is located in the Ozone Transport Region. Unlike Massachusetts ERC s in the Rate ERC Bank, Rhode Island ERCs are not subject

to retirement

.

In total, t he Permittee has entered into agreements to purchase 194 tons of rate

- based

NO

x ERCs

. Since 183 tons per year of NO

x emission offsets will be used to offset NO

x emissions

from the Facilit y, 183 tons per year of NO

x ERCs in the Rate ERC Bank must be retired at theFootprint Power Salem Harbor Development LP Proposed Plan Approval

Transmittal No. X254064 Application No. NE

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approved annual offset rate regardless of the Facility’s annual actual emissions. ERCs utilized as offsets are considered “used” commencing with start

- up of the Fa cility. If the Facility start

- up occurs after April 7, 2020, then the Permittee shall not use the abovementioned Newark Group

ERCs

.

Appendix A requires the Permittee to demonstrate, and MassDEP to concur, that the benefits of the proposed project signific antly outweigh the environmental and social costs imposed as a result of the project's location, construction or modification (310 CMR 7.00: Appendix A (8)(b)). This demonstration requires analysis of alternative sites, sizes, production processes, and env ironmental control techniques. Th e Application contains the details of the required demonstration, a summary of which is provided here.

Alternative Site Evaluation

The Permittee’s site selection process focused on sites with shuttered or challenged coal

and/or oil fired electric generating facilities. The sites where these smaller, older oil and coal

fired electric generating facilities presently operate also typically offer ready access to transmission, available water supply, and proximity to electric l oad. Developing a natural gas fired facility at these challenged sites offers numerous and substantial benefits to the State and local community. In addition to retention of jobs and tax revenues, when an older fossil fuel fired electric generating facilit y is replaced by a state of the art natural gas fired electric generating facility with sophisticated emissions controls, significant decreases in sulfur dioxide ( SO 2 ), CO 2 , NO

x , pa rticulates, and emissions of other air pollutant s are realized. Moreover, w hile site

contaminatio n associated with an older coal or oil fired electric generating facility may go unaddressed or, at least, may not g et addressed in a timely manner when a facility is simply shut down, the Permittee will address contamination and othe r environmental liability issues as an integral part of the plans to construct and operate the proposed Facility.

The Salem site presents a significant number of attributes that satisfy the Permittee’s

location , environmental and community criteria set fo rth above. For example:

 The existing Salem Harbor Station facility was considered to be one of the “Filthy Five” electric generation plants in Massachusetts, with a long history of environmental challenges. Indeed, construction of the proposed Facility on the landward portion of the

site will afford the Permittee the opportunity to clean up the portion of the site currently occupied by t he soon

- to

- be shutdown existing Salem Harbor Station facility , and return that valuable waterfront land to productive use , consistent with State law. Having entered commercial operation as a n electric generating facility in 1951, the Salem Harbor s ite has a long history as a site for electricity generation.

 The existing Salem Harbor Station facility has been required by ISO

- N ew E ngland to operate for reliability purposes through May 2014, offering the Permittee the opportunity to minimize any gaps in electricity generation beyond that date through the development and permitting of the new state of the art Facility.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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 The si te is nearby (less than two miles from ) a natural gas pipeline facility , namely the

Maritime s and Northeast pipeline.

 There is strong local support for the continuation of electric generation on the site as a means of maximizing tax revenues and local emp loyment. The Mayor, other city officials, and state senators and representatives, have been supporters of c ontinued presence of electric generation at the s ite

, in general, and particularly of the development

of this Facility

.

 There is supp ort for potenti al reuse of the s ite as demonstrated by (1) the 2011 decision to

use R egional G reenhouse G as I nitiative (RGGI) funds to supplement the City of Salem’s tax revenues for an eight

- year period ; (2) funding of the Salem Site Reuse Study by the

Ma ssachusetts Cle an Energy Center; and (3) the enactment of Chapter 209 of the Acts of

2012 and the establishment of the Salem Harbor Power Station Plan Revitalization Task

Force.

 Permitting of the proposed Facility is expected given city and state support of the electric power generation/site reuse concept, as well as compatibility of the proposed Facility development with local zoning requirements.

 The site is located in close proximity to the electric grid (National Grid system) and a water supply.

 The 65

- acre s ite is sufficiently large to accomm odate the proposed Facility and enable further redevelopment opportunities.

 The site offers the Permittee the opportunity to significantly reduce air, water supply, wastewater, noise, visual, and other impacts relative to the existing Salem Harbor Station facility

.

 The absence of new electric generation in the Northeaste rn Massachusetts/Boston (NEMA/ Boston) load zone. Indeed, it has been nearly a decade since any significant new

electric generation, i.e. Mystic 8 and 9, has be en added in NEMA / Boston . Over the course of these last ten years, there have been several unit retirements and still more retirements are anticipa ted, while load in the NEMA/ Boston area is not expected to

decrease.

 The construction of the proposed Facilit y , along with demolition of the existing facility and attendant remediation of the site, will bring a significant number of jobs over the course of the next several years. The Permittee expects that approximately 30

- 40 permanent employees wi ll be needed to operate the proposed Facility, assuring that operations related employment at the Salem Harbor Station site will continue beyond the June 1, 2014 retirement date of the existing facility.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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 The demolition of the existing facility and remediation of the sit e will enable futu re use of the remainder of the s ite for a variety of marine industrial purposes, thereby providing opportunities to revitalize this valuable waterfront area.

In sum, the site satisfied the Permittee’s overall site selection objectives, a s well as mos t, if not all, of its location , environmental and community criteria. Accordingly, the site was deemed to be superior to the alternative sites analyzed by the Permittee

.

Alternative Project Sizes, Production Processes, and Environmental Contr ol Techniques

Evaluation

The Permittee considered positioning the proposed Facility on the portion of the site located outside of Chapter 91 juris diction. However, t he Permittee concluded that the approximately 14.5 acre, irregularly shaped, non

- Chapter 9 1 portion of the site is not large enough to accommodate the proposed Facility.

The Permittee also considered a wet

- cooling system as a design a lternative for the proposed Facility. However, wet cooling was not considered to be a reasonable option becaus e it would result in greater impacts to Salem Harbor from withdrawal/discharge in terms of water quali ty and impingement/entrainment versus the air cooled condenser option chosen

.

The Permittee also considered a “dual fuel” alternative in which the propos ed Facility

could run on either natural gas or diesel fuel oil . This alternative was considered not to be a reasonable alternative due to intense local opposition to diesel fuel oil at the site and the potential increased environmental risks (both to Salem Harbor and on and near the site) associated with

fuel d elivery to/ use on the site.

State and Regional Project Benefits

The Permittee has documented that e lectric generation that will be provided by the proposed Facility is essential to ensure reliabilit y in the NEMA/Boston load zone. The need for reliability of the electric power grid clearly constitute s an overriding public benefit.

In addition, the public benefit serv ed by the redevelopment of the s ite represented by the proposed Facility has been exp ressly identified in recently enacted special legislation. Section 42 of Chapter 209 of the A cts of 2012 expressly provides:

“ There shall be a plant revitalization task force established to implement a plan, adopt rules and regulation and recommend necess ary legislative action to ensure the full deconstruction, remediation and redevelopment or repowering of the Salem Harbo r Station by December 31, 2016. ”

The proposed Facility achieves all of the legislative goals of full demolition, remedi ation

and redeve lopment of the s ite within the legislatively prescribed deadlin e of December 31, 2016.

I t is difficult to conceive of a ny other project that could implement a plan for redevelopment of

the s ite by December 31, 2016.Footprint Power Salem Harbor Development LP Proposed Plan Approval

Transmittal No. X254064 Application No. NE

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The proposed Facility also serves the C ommonwealth’s interest in developing renewable energy sources. That is, the quick

- start technology designed into the proposed Facility facilitates and supports the development of wind generation. Because wind power is an intermittent resource, it is especi ally important for the region to be able to rely on clean and cost effective quick

- start electric generation during those periods when wind output is not available. While a

number of quick

- start “peaking ” facilities have recently been sited in New England, the proposed

state of the art quick

- start technology at the proposed Facility will be more efficient and will

have fewer emissions than the peaking units which presently fill the ga p when wind is

unavailable.

While the proposed Facility clearly fulfills the need for ele ctricity reliability, the state of the art natural gas fired emission units also offer significant air quality benefits. An analysis prepared for the Permittee by Charles River Associates conclude s that because the proposed Facility “displa ces other, less efficient generation on the New England Grid, operation of [the Facility] reduces annual regional ai r emissions by approximately 457,626 tons (1.3%) of CO 2 , 984 tons (10%) of NO

x , and 888 tons (8%) of SO 2

. 1 ”

The important air quality impro vements resulting from the proposed Facility are also recognized in the Massachusetts Clean Energy and Climate Action Plan for 2020, which estimates that the displacement of the former Salem Harbor Station and Somerset Station facilities by natural gas fir ed power plants would result in a net 1.2 million metric ton reduction

in Greenhouse Gases ( CO 2e ) in 2020. 2

Local Project Benefits

Without the proposed Facility , the upcoming retirement of the Salem Harbor Station facility would result in a significant l oss of tax revenues for the City of Salem . In fiscal year 2010, former owner and operator of Salem Harbor Station, Dominion Energy Salem Harbor LLC, paid $4.75 million in taxes, making the facility the largest contributor of tax revenue in the City of Sale m. The $4.75 million included a negotiated usage fee of $1.75 million, and property taxes of $3 million, which included $800,000 attributable to the land. The proposed Facility will help ensure that tax revenues associated with the s ite are maintained, thu s not adversely affecting the City’s budget and it will permit dollars from the RGGI Trust Account to be redirected away

from Salem and to other e nvironmentally beneficial uses.

In addition, the proposed Facility will result in opportunities for public en joyment of the

w aterfront, consistent with the s ite’s location in a D esignated Port A rea . Currently, there is no public access to the waterfront on the s ite. In contrast, as a result of the proposed Facility , the public will have the opportunity to access paths on the Derby Street (residential) side of the s ite,

as well as linear access to view Salem Harbor. In addition, the demolition and remediation efforts to be undertaken by the Permittee will enable future developme nt options for the rest of

the s ite t hat could even further enhance public access to and enjoyment of the waterfront.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Minimization of Environmental and Social Costs

The Permittee has committed to reduce and/or mitigate any environmental and social impacts as a result of development of th e site. The proposed Facility will minimize emissions and will not cause or contribute to violation of any applicable air quality standard, through use of only clean burning natural gas as fuel, advanced pollution control equipmen t, and highly

efficient co mbustion turbines. As a result, emissions from the proposed Facility will be among st the lowest of any fossil fuel fired electric generating facility in the United States.

MassDEP acknowledges that there will be environmental and social costs. There will be new emissions to the ambient air which will be minimized through addition of control technology and the purchase of NO

x emission offsets. Further, the impacts to the ambient air from the project are well within the standards and guidelines designed to p rotect public health.

Based upon review of the detailed demonstration provided by the Permittee in the Application, MassDE P finds that the benefits of this project significantly outweigh this project's

environmental and social costs

.

Notes:

1. “Analysis of the Impact of Salem Harbor Repowering on New England Air Emissions” dated November 21, 2012, p. 1, included in Appendix C to the Draft Environmental Impact Report, EEA# 14937; values updated per June 10, 2013 letter to MassDEP, Attachment 4.

2. “Massa chusetts Clean Energy and Climate Plan for 2020, A report to the Great and General Court pursuant to the Global Warming Solutions Act (Chapter 298 of the Acts of 2008, and as codified at M.G.L. c. 21N)” dated December 29, 2010, submitted by Secretary of En ergy and Environmental Affairs Ian A. Bowles, p. 44.

3. AIR QUALITY IMPACT A NALYSIS

The EPA has developed National Ambient Air Quality Standards (NAAQS) for six air contaminants known as criteria pollutants for the protection of public health and welfa re. These criteria pollutants are Nitrogen Dioxide (NO 2 ), Sulfur Dioxide (SO 2 ), Particulate Matter (PM), Carbon Monoxide (CO), Ozone (O 3 ), and Lead (Pb). The NAAQS include both primary and secondary standards of different averaging periods, which protect p ublic health and public welfare, respectively.

One of the basic goals of federal and state air pollution control regulations is to ensure that ambient air quality, including background, existing, and new sources, is in compliance with the NAAQS. To ident ify new pollution sources with the potential to significantly alter ambient air quality, the EPA and MassDEP have adopted significant impact levels (SILs) for the criteria pollutants except O 3 and Pb . New major sources (or major modifications of existing m ajor sources) are required to perform an air quality dispersion modeling analysis to predict air quality impacts of the new (or modified) source in comparison to the SILs. If the predicted impact of the new or modified source is less than the SIL for a par ticular pollutant and averaging period, then the impact is considered “insignificant” for that pollutant and averaging period. However, if the predicted impact of the new or modified source is equal to or greater than the SIL for a particularFootprint Power Salem Harbor Development LP Proposed Plan Approval

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pollutant and averaging period, then further impact evaluation is required. This additional evaluation must include measured background levels of pollutants, and emissions from both the proposed new (or modified) source and existing i nteractive sources (cumulative disp ersion modeling ).

General Conditions

Dispersion modeling analyses were performed to assess the proposed Facility’s air impacts of criteria air pollutants and air toxics against applicable SILs, NAAQS, and MassDEP’s Allowable Ambient Levels (AALs) and Th reshold Effects Exposure Limits (TELs) Guidelines for air toxics. These analyses were conducted in accordance with EPA’s “Guideline on Air Quality Models” (November 2005) and MassDEP’s “Modeling Guidance of Significant Stationary Sources of Air

Pollution” (June 2011) and as described in the Air Quality Modeling Protocol submitted to

Mass DEP on August 29, 2012. The EPA

- recommended AERMOD model (current AERMOD

version 120 60, AERMAP version 11103) was used to perform the dispersion modeling. Dispersion

modelin g was conducted in a manner that evaluated worst case operating conditions in an effort to predict the highest impact for each pollutant and averaging period

.

The dispersion modeling was conducted using five years (2006 through 2010) of surface

data coll ected by the National Weather Service (NWS) from the Logan Airport Station in Boston, Massachusetts and the corresponding upper air data from Gray, Maine. These stations are the closest NWS Stations and most representative of the Salem area. AERMET (versio n 11059), AERMINUTE (version 11059), and AERSURFACE were employed to prepare the meteorological files. Land use within a 3 kilometer radius of the proposed Facility was characterized as rural and water covered (approximately 64 percent). Therefore, rural d ispersion coefficients were used in the dispersion modeling. The modeling analyses included the two combustion turbine units, auxiliary boiler, emergency generator and fire pump engines, and the auxiliary cooling tower, all operating simultaneously. Three GE combustion turbine operating loads (46, 75, and 100 percent loads), including a worst case combustion turbine start

- up condition, were modeled. Table 1 presents the maximum predicted ambient air quality impact concentrations for the proposed Facility. T he proposed Facility was predicted to have maximum ambient air quality impact concentrations below SILs for all pollutants and averaging periods, except for 1

- Hour NO 2 and 24

- Hour PM 2.5

.

Table 1

Criteria

Pollutant Averaging

Period Primary

NAAQS (ug/m 3 ) S econdary

NAAQS (ug/m 3 ) Significant

Impact Level (ug/m 3 ) Maximum

Predicted Facility Impact (ug/m 3 )

NO 2 Annual (1)

1

- Hour (2) 100

188 Same

None 1

7.5 0.4

41.8

SO 2 Annual (1,3)

24

- Hour (3,4)

3

- Hour (4)

1

- Hour (5,6) 80

365

None

196 None

None 1,300

None 1

5

2 5

7.8 0.03

0.7

1.1

1.0

PM 2.5 Annual (7)

24

- Hour (8) 12

35 Same

Same 0.3

1.2 0.12

3.2Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 1

Criteria

Pollutant Averaging

Period Primary

NAAQS (ug/m 3 ) S econdary

NAAQS (ug/m 3 ) Significant

Impact Level (ug/m 3 ) Maximum

Predicted Facility Impact (ug/m 3 )

PM 10 24

- Hour (9) 150 Same 5 4.3

CO 8

- Hour (4)

1

- Hour (4) 10,000

40,000 None

None 500

2,000 112.4

313.6

O 3 8

- Hour (10) 147 Same NA NA

Pb 3

- Month (1) 0.15 Same NA < 0.0 0016

Table 1 Notes:

1. Not to be exceeded.

2. Compliance based on 3 year average of the 98 th percentile of the daily maximum 1 hour average at each

monitor within an area.

3. EPA has indicated that t he 24 hour and annual average primary standards for SO 2 will be revoked.

4. Not to be exceeded more than once per year.

5. Compliance based on 3 year average of 99 th percentile of the daily maximum 1 hour average at each

monitor within an area.

6. The 1 hour SO 2 standard was effective as of August 23, 20 10.

7. Compliance based on 3 year average of weighted annual mean PM 2.5 concentrations at community oriented

monitors.

8. Compliance based on 3 year average of 98 th percentile of 24 hour concentrations at each population

oriented monitor within an area

.

9. Not to be exceeded more than once per year on average over 3 years.

10. Compliance based on 3 year average of fourth highest daily maximum 8 hour average ozone concentrations

measured at each monitor within an area.

Table 1 Key:

NAAQS = National Amb ient Air Quality Standards EPA = United States Environmental Protection Agency

NO 2 = Nitrogen Dioxide

SO 2 = Sulfur Dioxide

PM 2.5 = Particulate Matter less than or equal to 2.5 microns in diameter

PM 10 = Particulate Matter less than or equal to 10 microns i n diameter

CO = Carbon Monoxide

O 3 = Ozone

Pb = Lead ug/m 3 = micrograms per cubic meter NA = Not Applicable

< = less thanFootprint Power Salem Harbor Development LP Proposed Plan Approval

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Cumulative Dispersion Modeling

Since dispersion modeling predicted maximum impact concentrations above SILs for 1

Hour NO 2 and 24

- H our PM 2.5 , cumulative impact modeling was performed for these pollutants with the same pollutant emissions from existing interactive sources and measured background levels to compare against the NAAQS for 1

- Hour NO 2 and 24

- Hour PM 2.5 . Background

concentrat ions were obtained from MassDEP’s Lynn monitoring location, approximately 5.9 miles southwest of the Facility. The existing interactive sources in Massachusetts nearby the Facility considered in the cumulative modeling were: a) General Electric Lynn and Wh eelabrator Saugus for 1

- Hour NO 2 and 24

- Hour PM 2.5 ; and b) Rousselot Peabody, Peabody Municipal Light, and Marblehead Municipal Light for 1

- Hour NO 2

. Table 2 shows the cumulative impacts. The results of the cumulative impact analysis show that under no con dition did the proposed Facility ’s worst case emissions in combination with emissions from the existing interactive sources plus measured background levels result in concentrations which exceeded the applicable NAAQS.

Table 2

Criteria

Pollutant Averaging

Period Cumulative Impact,

Facility Plus Existing

Sources (2)
(ug/m 3 ) Background

(ug/m 3 ) (1) Total Impact Plus

Background (ug/m 3 ) Primary

NAAQS (ug/m 3 )

NO 2 1

- Hour 83.7 (3) 82.3 166.0 188

PM 2.5 24

- Hour 3.5 18.9 22.4 35

Table 2 Notes:

1. Background conc entrations are based on the measured values from 2010 through 2012. Short term background concentrations for 24

- Hour PM 2.5 and 1

- Hour NO 2 , are the average of the 98 th percentile values over the 3 years (2010

- 2012) . These assumptions are consistent with the form of the NAAQS for the pollutant

.

2. Consistent with EPA modeling guidance for NAAQS compliance assessments, impact concentrations are based on the 5 year average of the 1 st highest values occurring in each year for the 24

- Hour PM 2.5 concentration, an d the 5 year average of the 8 th highest daily maximum concentrations occurring in each year for the 1

- Hour NO 2 concentration.

3. The modeled cumulative impacts represent a n EPA

- ap proved Tier 2 approach reflecting an 80 percent

conversion of NO

x emissions to NO 2 in the ambient air.

Table 2 Key:

NAAQS = National Ambient Air Quality Standards

NO 2 = Nitrogen Dioxide

PM 2.5 = Particulate Matter less than or equal to 2.5 microns in diameter ug/m 3 = micrograms per cubic meter

Air Toxics Analysis

MassDEP has e stablished health based ambient air guidelines for a variety of chemicals (air toxics). These air guidelines establish two limits for each chemical listed: an AAL, which isFootprint Power Salem Harbor Development LP Proposed Plan Approval

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based on an annual average concentration; and a TEL, which is based on a 24

- hour ti me period. In general, AALs are lower than TELs, and represent the concentration associated with a one in

one million excess lifetime cancer risk, assuming a lifetime of continuous exposure to that

concentration . For chemicals that do not pose cancer risks , the AAL is equal to the TEL.

Table 3 presents the projected maximum impacts for each air toxic that will potentially be emitted by the proposed Facility for which an AAL or TEL has been established. Impacts are

based on the worst case emission scenario s predicted by AERMOD. As shown in Table 3, the proposed Facility’s maximum predicted ambient air quality impact concentrations were significantly below applicable AALs and TELs for all of the air toxics modeled.

Table 3

Pollutant Averaging Period AAL/T EL (ug/m 3 ) Maximum Predicted Facility Impact (ug/m 3 )
Acetaldehyde 24

- Hour (TEL)

Annual (AAL) 2

0.5 0.053708

0.000775

Ammonia 24

- Hour (TEL)

Annual (AAL) 100

100 1.093673

0.034497

Benzene 24

- Hour (TEL)

Annual (AAL) 1.74

0.12 0.080104

0.000591
1,3

- Butadie ne 24

- Hour (TEL)

Annual (AAL) 1.20

0.003 0.002035

0.000019

o

- Dichlorobenzene 24

- Hour (TEL) Annual (AAL) 81.74

81.74 0.000047

0.000006

p

- Dichlorobenzene 24

- Hour (TEL) Annual (AAL) 122.61

0.18 0.000047

0.000006 Ethylbenzene 24

- Hour (TEL)

Annual (AAL) 300

300 0.012962

0.000409 Formaldehyde 24

- Hour (TEL)

Annual (AAL) 2.0

0.8 0.203990

0.005265 Naphthalene 24

- Hour (TEL)

Annual (AAL) 14.25

14.25 0.009739

0.000067 Propylene Oxide 24

- Hour (TEL)

Annual (AAL) 6

0.3 0.334015

0.002126

Sulfuric Acid 24

- Hour (TEL)

Annual (AAL) 2.72

2.72 0.053184

0.001841

Toluene 24

- Hour (TEL)

Annual (AAL) 80

20 0.083392

0.001857 Xylenes 24

- Hour (TEL)

Annual (AAL) 11.80

11.80 0.047138

0.000942

Arsenic 24

- Hour (TEL)

Annual (AAL) 0.003

0.0003 0.000012

0.000001 Beryllium 24

- Hour (TE L)

Annual (AAL) 0.001

0.0004 0.000000

0.0000001Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 3

Pollutant Averaging Period AAL/T EL (ug/m 3 ) Maximum Predicted Facility Impact (ug/m 3 )

Cadmium 24

- Hour (TEL)

Annual (AAL) 0.003

0.001 0.000044

0.000006 Chromium (total) 24

- Hour (TEL)

Annual (AAL) 1.36

0.68 0.001137

0.000013 Chromium (hexavalent) 24

- Hour (TEL) Annual (AAL) 0.003

0.0001 0.0002 05

0.000002 Copper 24

- Hour (TEL)

Annual (AAL) 0.54

0.54 0.00003

0.00000

Lead (1) 24

- Hour (TEL)

Annual (AAL) 0.14

0.07 0.00009

0.000003 Mercury (elemental) 24

- Hour (TEL) Annual (AAL) 0.14

0.07 0.00001

0.000001

Nickel 24

- Hour (TEL)

Annual (AAL) 0.27

0.18 0.00021

0.00001

Selenium 24

- Hour (TEL)

Annual (AAL) 0.54

0.54 0.00002

0.0000002

Vanadium 24

- Hour (TEL)

Annual (AAL) 0.27

0.27 0.00009

0.00001

Table 3 Notes:

1. Most air toxics do not have a NAAQS, with the exception of lead.

Table 3 Key:

AAL = Allo wable Ambient Limit TEL = Threshold Effects Exposure Limit ug/m 3 = micrograms per cubic meter

Preconstruction Monitoring Analysis

As described in the “Cumulative Dispersion Modeling” section above, ambient background monitoring data from MassDEP’s Lynn monitoring site for the three (3) year period of 2010 through 2012 were used to characterize criteria pollutant ambient air impacts. PSD regulations allow proposed sources to use existing monitoring data in lieu of PSD preconstruction monitoring requiremen ts for a pollutant if the source can demonstrate that its ambient air impact is less than a de minimis amount (also called a significant monitoring concentration or SMC) as specified in those regulations. As shown in Table 4 below, dispersion modeling cond ucted by the Permittee predicted maximum proposed Facility impact concentrations well below corresponding SMC levels for all pollutants for which SMCs exist.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 4

Pollutant Averaging Period SMC (ug/m 3 ) Maximum Predicted Facility Impact (ug/m 3 )

NO 2 Annual 14 0.4

SO 2 24

- Hour 13 0.7

PM 10 24

- Hour 10 4.3

CO 8

- Hour 575 112.4

Table 4 Key:

SMC = Significant Monitoring Concentration ug/m 3 = micrograms per cubic meter

EPA had also established a n SMC for PM 2.5 but this SMC was remanded by the United

St ates Court of Appeals for the DC Circuit on January 22, 2013 (No. 10

- 1413, Sierra Club v. EPA). On March 4, 2013, the EPA Office of Air Quality Planning and Standards issued guidance to applicants and regulators with regard to the ramifications of the Janu ary 22, 2013 Appeals Court decision. The pertinent excerpt of this recent EPA guidance is as follows:

“As a result of the Court’s decision, Federal PSD Permits issued henceforth by either the EPA or a delegated state permitting authority pursuant to 40 CF R 52.21 should not rely

on the PM 2.5 SMC to allow applicants to avoid compiling air quality monitoring data for

PM 2.5 . Accordingly, all applicants requesting a federal PSD permit, including those having already applied for but have not yet received the per mit, should submit ambient

PM 2.5 monitoring data in accordance with the Clean Air Act requirements whenever

either direct PM 2.5 or any PM 2.5 precursor is emitted in a significant amount. In lieu of applicants setting out PM 2.5 monitors to collect ambient d ata, applicants may submit

PM 2.5 ambient data collected from existing monitoring networks when the permitting Authority deems such data to be representative of the air quality in the area of concern for the year preceding receipt of the application. We bel ieve that applicants will generally be able to rely on existing representative monitoring data to satisfy the monitoring data requirement.”

The Lynn monitoring site, located approximately 5.9 miles to the southwest of the proposed Facility, is representa tive of the proposed Facility site due to its proximity. Use of the data from this monitoring site is conservative for the following reasons:

a) Lynn is a more industrialized and densely populated area than the proposed Facility site, particularly without the influence of the existing Salem Harbor Station after its shutdown prior to when the proposed Facility commences operation. The proposed Facility site is located adjacent to Salem Harbor, a significantly large water body where potential emission source s are more limited. The Lynn monitoring site is located closer to the metropolitan Boston area than the proposed Facility site. Any potentially elevated ambient background pollutant concentrations from mobile and stationary emission

sources located in and around the Boston metropolitan area that may be transported to the proposed Facility site via predominant winds from the south or southwest, typically passFootprint Power Salem Harbor Development LP Proposed Plan Approval

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the Lynn monitoring location and are therefore represented in the measurement data

collected at the Lynn monitoring site.

b) The General Electric Lynn and Wheelabrator Saugus facilities, which have been identified by MassDEP as the only two major industrial emission sources to be modeled cumulatively with the proposed Facility emissions for 24

- Hour PM 2 .5 , are located slightly less than 2 miles from the Lynn monitoring site but are located about 7 miles from the proposed Facility site. Therefore, the cumulative modeling compliance demonstration, which includes both the background ambient concentrations a nd impacts from the interactive existing major sources likely double counts the contribution of these sources and therefore, provides additional conservatism to the required modeling results by potentially overestimating cumulative impact concentrations. T his is particularly significant given that these two major s ources are located to the south

- southwest of the monitoring site, which means that they could potentially influence the monitoring site concentrations during winds coming from the south or southwe st, the predominant wind

directions in this area.

For the reasons set forth above, in accordance with the PSD regulations and recent EPA guidance, MassDEP has determined that preconstruction monitoring is not required.

Justification for Using Significan t Impact Levels (SILs) for PM 2.5

Despite the fact that the PSD regulations dealing with SILs for PM 2.5 were partially vacated and remanded (at EPA’s request) in the January 22, 2013 Appeals Court decision, the

use of the PM 2.5 SILs is still valid in certa in circumstances in which ambient background concentrations are relatively low. EPA did not concede that it lacked authority to promulgate SILs and the court found that it was not necessary to address the question of whether EPA had such authority. In fact , the SILs were vacated and remanded in only PSD sections 40 CFR 51.166(k)(2) and 52.21(k)(2) but were not vacated in 40 CFR 51.165(b)(2). This is most likely

because the text of this lat t er regulation does not exempt a source from ambient air quality

anal ysis but states that if a source located in an attainment area exceeds a SIL in a nonattainment area (or predicted nonattainment situation), it is deemed to have contributed to or caused a violation of a NAAQS.

Key examples in the Appeals Court decision s upporting the vacature and remand involved cases in which the ambient air quality background is very close to the NAAQS. This is not the case in the Salem region where the PM 2.5 background is only slightly over half of the NAAQS, 18.9 ug/m 3 vs. 35 ug/m 3 . T herefore, use of the prior PM 2.5 SILs is appropriate in the case of the ambient air quality impact analysis for the proposed Facility because the background concentrations plus the SILs still leave a significant margin before the NAAQS would come

close to being jeopardized.

Use of the prior PM 2.5 SILs is also consistent with the recent EPA guidance on this matter

which states 1 :

 The EPA does not interpret the Court’s decision to preclude the use of SILs for PM2.5 entirely but additional care should be tak en by permitting authorities in how they applyFootprint Power Salem Harbor Development LP Proposed Plan Approval

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those SILs so that the permitting record supports a conclusion that the source will not cause or contribute to a violation of the PM2.5 NAAQS.

 PSD permitting authorities have the discretion to select PM2.5 SI L values if the permitting record provides sufficient justification for the SIL values that are used and the manner in which they are used to support a permitting decision.

 The PM2.5 SIL values in the EPA’s regulations may continue to be used in some

circ umstances if permitting authorities take care to consider background concentrations prior to using these SIL values in particular ways.

 Because of the Court’s decision vacating the PM2.5 SMC, all applicants for a federal PSD permit should include ambient PM2.5 monitoring data as part of the air quality impacts analysis. If the preconstruction monitoring data shows that the difference between the PM2.5 NAAQS and the monitored PM2.5 background concentrations in the area is greater than the EPA’s PM2.5 SIL va lue, then the EPA believes it would be sufficient in most cases for permitting authorities to conclude that a proposed source with a PM2.5 impact below the PM2.5 SIL value will not cause or contribute to a violation of the PM2.5 NAAQS and to , therefore, fo rego a more comprehensive cumulative modeling analysis for PM2.5.

 As part of a cumulative analysis, the applicant may continue to show that the proposed source does not contribute to an existing violation of the PM2.5 NAAQS by demonstrating that the propo sed source’s PM2.5 impact does not significantly contribute to an existing violation of the PM2.5 NAAQS. However, permitting authorities should consult with the EPA before using any of the SIL values in the EPA’s regulations for this purpose (including the PM2.5 SIL value in section 51.165(b)(2), which was not vacated by the Court).

Notes:

1. EPA, Office of Air Quality Planning and Standards, “Circuit Court Decision on PM 2.5 Significant Impact Levels and Significant Monitoring Concentration

– Questions an d Answers”, March 4, 2013. http://www.epa.gov/nsr/documents/20130304qa.pdf

4. ACCIDENTAL RELEASE MODELING OF AQUEOUS AMMONIA (NH3)

Aqueous NH 3 will be used as the reducing agent in the prop osed Facility’s SCR system

to control NO

x emissions. A solution of aqueous NH 3 (19% solution) will be stored onsite in an

above

- ground 34,000

- gallon single

- walled steel tank located north of the building structures. The tank, as well as NH 3 transfer pumps, valves, and piping will be contained within a concrete dike designed to contain 110 percent of the total volume of the tank.

In order to minimize the exposed surface area of any aqueous NH 3 that enters the containment area, passive evaporative controls ( polyethylene balls or equivalent) will be utilized to reduce the surface area by 90 percent. In order to further mitigate the potential impacts of anFootprint Power Salem Harbor Development LP Proposed Plan Approval

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accidental NH 3 release, the entire tank and containment area will be located within an enclosure

with wall s that will be fully sealed and ventilation provided by roof vents.

The aqueous NH 3 storage tank will be constructed in accordance with the Massachusetts Department of Public Safety requirements for storage tanks greater than 10,000 gallons containing mat erial other than water. The dike wall and enclosure surrounding the tank will decrease the risk of damage to the tank caused by accidental vehicle contact.

Transfer from NH 3 delivery trucks to the storage tank will take place within a contained

concrete s torage unloading pad with drainage design such that any spills during NH 3 delivery will drain into the containment area. Delivery truck s will be required to have fast

- acting shutoff valves in the unlikely event that a leak or other problem should arise. A hose from the top of the tank connected back to the truck will return displaced vapor to the truck, or an equivalent method

for control of transfer losses will be used.

The storage tank will be equipped with level monitoring instrumentation that will be

c ontinuously monitored in the proposed Facility’s control room. In the event that the tank level approaches an overfill condition during filling, a high level alarm will sound, initiating an immediate response to the situation. In addition, NH 3 sensors in t he enclosure will alert plant staff and prevent the accumulation of significant amounts of NH 3 in the containment area.

Ammonia in aqueous solution is volatile, and the accidental release of this material would

result in some release of NH 3 to the ambient air. Therefore, a worst case accidental release scenario was performed to evaluate the potential health impacts of such a release. Th is scenario assumed a release of the entire contents of the tank into the containment area, and conservatively

evaluated t he air quality impacts of such a release at the nearest projected controlled access perimeter (P C A P), approximately 230 feet from the NH 3 storage area. The NH 3 emissions resulting from this hypothetical worst case release scenario were calculated using the Area Locations of Hazardous Atmospheres model. This model was developed by EPA and the National Oceanic and Atmospheric Administration, and is included as a prescribed technique

under the EPA Risk Man agement Program (RMP) guidance.

In order to conservati vely evaluate offsite consequences of an NH 3 release, the AERMOD dispersion model used for evaluation of air quality impacts from the exhaust stacks

was used to determine maximum NH 3 concentrations at receptors at or near the PCAP , evaluated

in terms of th e American Industrial Hygiene Association (AIHA) Emergency Response Planning Guideline Level 1 (ERPG

- 1) of 25 parts per million (ppm) by volume, and the ERPG

- 2 of 150 ppm by volume. ERPG

- 1 is defined as the maximum airborne concentration below which nearly all individuals could be exposed to for up to one hour without experiencing ei ther mild transient health effects and/or a clearly defined objectionable odor. ERPG

- 2 is defined as the maximum airborne concentration which it is believed that nearly all indi viduals could be exposed to for up to one hour without experiencing or developing irreversible or other serious health effects or symptoms that could impair the ability to take self directed protective action.

The results of the AERMOD model indicate that in the event of a hypothetical worst case release, the NH 3 concentrations would be less than the ERPG

- 1 level of 25 ppm by volume at all locations outside of the PCAP. Thus, the NH 3 concentrations at all locations outside of the PCAPFootprint Power Salem Harbor Development LP Proposed Plan Approval

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would be well below t he ERPG

- 2 level of 150 ppm by volume. Table 5 presents the results of the predicted 1 hour maximum concentrations of NH 3 :

Table 5

Location Distance from NH 3

Storage Enclosure (Feet) ERPG

- 1 ERPG

- 2 NH 3 Concentration (Maximum Hourly Value,

ppm)

Power Plant North

PCAP 230 25 150 20.2

Power Plant West

PCAP 340 25 150 13.1

Power Plant East

PCAP 450 25 150 4.4

Nearest Residence (Fort Avenue) 570 25 150 6.7

Salem Essex Sewerage District (SESD) 750 25 150 6.8

Table 5 Key:

PCAP = Projected Controlled Access Perimeter

ERPG

- 1 = Emergency Response Planning Guideline Level 1

ERPG

- 2 = Emergency Response Planning Guideline Level 2

NH 3 = Ammonia ppm = parts per million by volume

In addition, Section 112(r) of the Clean A ir Act and associated EPA regulations at 40 CFR Part 68 appl y to owners or operators of stationary sources producing, processing, handling or storing toxic or flammable substances. The substances regulated under Section 112(r) and their threshold quantities are listed at Section 68.130 of 40 CFR Par t 68. Although the proposed Facility will not store regulated substances above the threshold quantities, the general duty clause

in Section 112(r)(1) applies:

“The owners and operators of stationary sources producing, processing, handling or storing hazar dous substances have a general duty in the same manner and to the same extent as Section 654, Title 29 of the United States Code, to identify hazards which may result from accidental releases using appropriate hazard assessment techniques, to design and ma intain a safe facility taking such steps as are necessary to prevent releases, and minimize the consequences of

accidental releases which do occur. ”

The Permittee shall take all steps necessary to meet the general duty clause above.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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4

. EMISSION UNIT (EU ) IDENTIFICATION

Each Emission Unit (EU) identified in Table 6 is subject to and regulated by this Plan Approval:

Table 6

EU # Description Design Capacity Pollution Control Device ( P CD )

EU 1 General Electric Model No. 107F Series 5

Combustion Turbine /Hea t Recovery Steam Generator

Including Duct Burner 2, 449 MMB tu /hr

, HHV (energy input)

346 MW (electric power output) Dry Low NO

x

Combustors (PCD 1 ) Selective Catalytic Reduction (PCD 2 ) CO Oxidation Catalyst (PCD 3 )

EU 2 General Electric Model No. 107F Series 5 Combustion Turbine/Heat Recovery Steam Genera tor

Including Duct Burner 2, 449 MMB tu /hr

, HHV (energy input)

346 MW (electric power output) Dry Low NO

x

Combustors (PCD 4 )

Sel ective Catalytic Reduction (PCD 5 )

CO Oxidation Catalyst (PCD 6 )

EU 3 Cleaver Brooks Model No. CBND

- 80E

- 300D

- 65 or equivalent Auxiliary Boiler 80 MMB tu /hr

, HHV (energy input) Ultra Low NO

x Burners

(PCD 7 )

EU 4 Cummins Model No. DQFAA or equivalent

Emergency Engine/ Generator 7.4 MMB tu /hr

, HHV (energy input)

1102 b hp (engine mechanical power output)

750 KW (generator electric power output) None

EU 5 Cummins Model No. CFP9E

- F50 or equivalent

Fire Pump Engine 2.7 MMB tu /hr

, HHV (energy input)

371 b hp (engine mechanical power output) None

Table 6 Key:

EU # = Emission Unit Number

No. = Number

MMBtu /hr = fuel heat input, million British thermal u nits per hourFootprint Power Salem Harbor Development LP Proposed Plan Approval

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H HV = higher heating value basis bhp = mechanical engine rating, b rake horsepower

MW = generator net electrical output, Megawatts

KW = generator net electrical output, Kilowatts

NO

x = Oxide s of Nitrogen

CO = Carbon Monoxide

5

. APPLICABLE REQUIREMENTS

A. OPERATIONAL, PRODUCTION and EMISSION LIMITS

The proposed Facility is subject to, and the Permittee shall ensure that the proposed Facility shall not exceed the Operational, Production, an d E mission L imits as contained in Table

7 below , including footnotes :

Table 7

EU# Operational / Production

Limit Air Contaminant Emission Limit

EU1, EU2 Operation at > MECL, (17)

excluding start

- ups and

shutdowns

Fuel Heat Input Rate of

each EU:

< 2,4 49 MMBtu per hour,

HHV

Natural Gas shall be the only fuel of use.

Fuel Heat Input of each EU:

< 18,888,480 MMBtu, HHV per 12

- month rolling period (9) NO

x (no duct firing) < 18.1 lb/hr (1, 2)

< 0.0074 lb/MMBtu (1)

< 2.0 ppmvd @ 15% O 2 (1)

< 0.051 lb/MW

- hr (1, 2, 10, 14)

< 15.0 ppmvd @ 15% O 2

or

< 0.43 lb/MW

- hr (13)

NO

x (duct firing) < 18.1 lb/hr (1, 2)

< 0.0074 lb/MMBtu (1)

< 2.0 ppmvd @ 15% O 2 (1)

< 0.055 lb/MW

- hr (1, 2, 15)

< 15.0 ppmvd @ 15% O 2

or

< 0.43 lb/MW

- hr (13)

CO (no duct firing) < 11.0 lb/hr (1, 2)

< 0.0045 lb/MMBtu (1)

< 2.0 ppmvd @ 15% O 2 (1)

< 0.031 lb/MW

- hr (1, 2, 10, 14)

CO (duct firing) < 11.0 lb/hr (1, 2)

< 0.0045 lb/MMBtu (1)

< 2.0 ppmvd @ 15% O 2 (1)

< 0.033 lb/MW

- hr (1, 2, 15)Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 7

EU# Operational / Production

Limit Air Contaminant Emission Limit

EU1, EU2 Operation at > MECL, (17)

excluding st art

- ups and

shutdowns

Fuel Heat Input Rate of

each EU:

< 2,449 MMBtu per hour,

HHV

Natural Gas shall be the only fuel of use.

Fuel Heat Input of each EU:

< 18,888,480 MMBtu, HHV per 12

- month rolling period (9) VOC (no duct firing),

as Methane (CH 4 ) < 3. 0 lb/hr (1, 2)

< 0.0013 lb/MMBtu (1)

< 1.0 ppmvd @ 15% O 2 (1)

< 0.009 lb/MW

- hr (1, 2, 10, 14)

VOC (duct firing), as Methane (CH 4 ) < 5.4 lb/hr (1, 2)

< 0.0022 lb/MMBtu (1)

< 1.7 ppmvd @ 15% O 2 (1)

< 0.016 lb/MW

- hr (1, 2, 15)

S in Fuel < 0.5 grains/100 scf

SO 2 (no duct firing) < 3.7 lb/hr (1, 2)

< 0.0015 lb/MMBtu (1)

< 0.3 ppmvd @ 15% O 2 (1)

< 0.010 lb/MW

- hr (1, 2, 10, 14)

SO 2 (duct firing) < 3.7 lb/hr (1, 2)

< 0.0015 lb/MMBtu (1)

< 0.3 ppmvd @ 15% O 2 (1)

< 0.011 lb/MW

- hr (1, 2, 15)

H 2 SO 4 (no d uct firing) < 2.3 lb/hr (1, 2)

< 0.0010 lb/MMBtu (1)

< 0.1 ppmvd @ 15% O 2 (1)

< 0. 007 lb/MW

- hr (1, 2, 10, 14)

H 2 SO 4 (duct firing) < 2.3 lb/hr (1, 2)

< 0.0010 lb/MMBtu (1)

< 0.1 ppmvd @ 15% O 2 (1)

< 0.008 lb/MW

- hr (1, 2, 15)

PM/PM 10 /PM 2.5 (no duct

fi ring) < 15.5 lb/hr (1, 2, 8)

< 0.0088 lb/MMBtu (1, 8)

< 0.044 lb/MW

- hr (1, 2, 8, 10, 14)

PM/PM 10 /PM 2.5 (duct firing) < 15.5 lb/hr (1, 2, 8)

< 0.0067 lb/MMBtu (1, 8)

< 0.049 lb/MW

- hr (1, 2, 8, 15)

NH 3 (no duct firing) < 6.6 lb/hr (1, 2)

< 0.0027 lb/MM Btu (1)

< 2.0 ppmvd @ 15% O 2 (1)

< 0.019 lb/MW

- hr (1, 2, 10, 14)

NH 3 (duct firing) < 6.6 lb/hr (1, 2)

< 0.0027 lb/MMBtu (1)

< 2.0 ppmvd @ 15% O 2 (1)

< 0.020 lb/MW

- hr (1, 2, 15)

Greenhouse Gases, CO 2e < 825 lb/MW

- hr (11)

< 895 lb/MW

- hr (16)Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 7

EU# Operational / Production

Limit Air Contaminant Emission Limit

EU1, EU2 Operation at > MECL, (17)

excluding start

- ups and

shutdowns

Fuel Heat Input Rate of

each EU:

< 2,449 MMBtu per hour,

HHV

Natural Gas shall be the only fuel of use.

Fuel Heat Input of each EU:

< 18,888,480 MMBtu, HHV per 12

- month rolling period (9) Opaci ty < 5%, except 5% to < 10% for

< 2 minutes during any one hour

(5)

Operation at < MECL during start

- ups (3 , 12 )

Start

- up duration:

< 45 minutes (3 , 12 )

Natural Gas shall be the only fuel of use. NO

x < 89 lb per event (4, 12)

CO < 285 lb per event ( 4, 12)

VOC, as Methane (CH 4 ) < 23 lb per event (4, 12)

S in Fuel < 0.5 grains/100 scf

SO 2 < 2.0 lb per event (4, 12)

H 2 SO 4 < 1.3 lb per event (4, 12)

PM/PM 10 /PM 2.5 < 7.3 lb per event (4, 8, 12)

NH 3 NA Opacity < 10% (5, 12)

Operation at < MECL during shutdowns (3 , 12 )

Shutdown duration:

< 27 minutes (3 , 12 )

Natural Gas shall be the only fuel of use. NO

x < 10 lb per event (12)

CO < 151 lb per event (12)

VOC, as Methane (CH 4 ) < 29 lb per event (12)

S in Fuel < 0.5 grains/100 s cf

SO 2 < 0.3 lb per event (12)

H 2 SO 4 < 0.2 lb per event (12)

PM/PM 10 /PM 2.5 < 5.8 lb per event (8, 12)

NH 3 NA Opacity < 10% (5, 12)Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 7

EU# Operational / Production

Limit Air Contaminant Emission Limit

EU3 Operation at > MECL (18)

Fuel Heat Input Rate:

< 80 MMBtu per hour,

HHV

Natural Gas shall be the

on ly fuel of use.

Total Fuel Heat Input:

< 525,600 MMBtu, HHV per 12

- month rolling period

(9) NO

x < 0.88 lb/hr (1)

< 0.011 lb/MMBtu (1)

< 9.0 ppmvd @ 3% O 2 (1)

CO < 2.8 lb/hr (1)

< 0.035 lb/MMBtu (1)

< 47 ppmvd @ 3% O 2 (1)

VOC, as Methane (CH 4 ) < 0.4 lb/hr (1)

< 0.005 lb/MMBtu (1)

< 11.8 ppmvd @ 3% O 2 (1)

S in Fuel < 0.5 grains/100 scf

SO 2 < 0.12 lb/hr (1)

< 0.0015 lb/MMBtu (1)

< 0.9 ppmvd @ 3% O 2 (1)

H 2 SO 4 < 0.009 lb/hr (1)

< 0.0001 lb/MMBtu (1)

< 0. 05 ppmvd @ 3% O 2 (1)

PM/PM 10 /PM 2.5 < 0.4 lb/hr (1, 8)

< 0.005 lb/MMBtu (1, 8)

Greenhouse Gases, CO 2e < 119.0 lb/MMBtu Opacity < 5%, except 5% to < 10% for

< 2 minutes during any one hour

(5)

EU4 < 300 hours of operation per 12

- month rolling period

Ultra Low Sulfur Diesel

Fuel Oil shall b e the only

fuel of use. NO

x and VOC (NMHC as

CH 1.8 ),

Combined Total < 11.60 lb/hr (6)

< 4.8 gm/bhp

- hr (6)

< 6.4 gm/KW

- hr (6)

CO < 6.34 lb/hr (6)

< 2.6 gm/bhp

- hr (6)

< 3.5 gm/KW

- hr (6)

S in Fuel < 0.0015% by weight

SO 2 < 0.011 lb/hr (6)

H 2 SO 4 < 0.0009 lb/hr (6)

PM/PM 10 /PM 2.5 < 0.36 lb/hr (6)

< 0.15 gm/bhp

- hr (6)

< 0.2 gm/KW

- hr (6)

Greenhouse Gases, CO 2e < 162.85 lb/MMBtu Opacity < 5%, except 5% to < 10% for

< 2 minutes during any one hourFootprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 7

EU# Operational / Production

Limit Air Contaminant Emission Limit

EU5 < 300 hours of operation per 12

- month rol ling period

Ultra Low Sulfur Diesel

Fuel Oil shall be the only

fuel of use. NO

x and VOC (NMHC as

CH 1.8 ),

Combined Total < 2.44 lb/hr (6)

< 3.0 gm/bhp

- hr (6)

< 4.0 gm/KW

- hr (6)

CO < 2.14 lb/hr (6)

< 2.6 gm/bhp

- hr (6)

< 3.5 gm/KW

- hr (6)

S in Fuel < 0. 0015% by weight

< 300 hours of operation per 12

- month rolling period

Ultra Low Sulfur Diesel

Fuel Oil shall be the only

fuel of use. SO 2 < 0.004 lb/hr (6)

H 2 SO 4 < 0.0003 lb/hr (6)

PM/PM 10 /PM 2.5 < 0.12 lb/hr (6)

< 0.15 gm/bhp

- hr (6)

< 0.2 gm/KW

- hr (6)

Greenhouse Gases, CO 2e < 162.85 lb/MMBtu Opacity < 5%, except 5% to < 10% for

< 2 minutes during any one hour
EU1, EU2, EU3, EU4,

EU5 NA Smoke 310 CMR 7.06 (1)(a)

Facility

- Wide NA NO

x < 144.8 TPY (7)

CO < 106.4 TPY (7)

VOC < 28.0 TPY (7)

SO 2 < 28.8 TPY (7)

PM/PM 10 /PM 2.5 < 109.4 TPY (7, 8)

NH 3 < 51.0 TPY (7)

H 2 SO 4 < 18.8 TPY (7)

Pb < 0.00013 TPY (7)

Formaldehyde or Single HAP < 6.6 TPY (7)

Total HAPs < 13.1 TPY (7)

CO 2 < 2,277,333 TPY (7)

Greenhouse Gases, CO 2e < 2,279,530 TPY (7)

Table 7 Notes:

1. Emission limits are one hour block averages and do not apply durin g start

- up s and shutdown s

.

2. Emission rates are based on burning nat ural gas in any one combustion turbine at a maximum natural gas firing rate of 2, 449 MMBtu/hr , HHV, at 90 o F ambient temperature, 14.7 psia ambient pressure, and 60% ambient relative humidity (combustion turbine and duct burner combined). These constitute worst case emissions.

3. Start

- ups include the time from flame

- on in the combust or (after a period of downtime) until the minimum

emissions compliance load (MECL) is reached. Shutdowns include the time from dropping below the MECL until

flame

- out.

4. Emission limits represent worst case emissions for cold start

- ups. Emissions for war m and hot start

- ups areFootprint Power Salem Harbor Development LP Proposed Plan Approval

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expected to be lower.

5

. Opacity emission limits are one minute block averages.

6

. Emission limits are one hour block averages and a pply throughout the operating range , including during start

up and shutdown. Emissions are based o n manufacturer’s certifications using gaseous test ing procedures in accordance

with 40 CFR Part 89. VOC emissions are assumed to be equivalent to NMHC emissions. In accordance with the calculations found at 40 CFR 89.424 for No. 2 diesel fuel oil exhaust, NMHC mass emissions are calculated by assuming that each carbon atom is accompanied ( using a weighted average ) by 1.8 atoms of hydrogen (i.e. NMHC as

CH 1.8 ), which corresponds to a gas density of 0.5746 kg/m 3

.

7

. Facility emissions include the two C TG/HRS G pairs with duct burners ( EU1 and EU2 ) , the auxiliary boiler (EU3), the emergency diesel engine/ generator set (EU4), the fire pump engine (EU5) , and the auxiliary cooling tower

. Emissions , except CO emissions, for each of EU1 and EU2 are based on 8,04 0 ho urs of natural gas firing per 12 month rolling period at 100% load and 50 o F ambient temperature with no duct burner firing (2,130 MMBtu/hr

, HHV ) or evaporative cooling , and 720 hours of natural gas firing per 12 month rolling period at peak load (approxima tely 102% load) and 90 o F ambient temperature with 100% duct burner firing (2,449 MMBtu/hr , HHV ) and evaporative cooling , and include start

- up and shutdown emissions. Worst case CO emissions for each of EU1 and EU2 are based on a typical annual operating sc enario of 3,272 hours at full load and different seasonal emission rates depending on heat input rates, ambient temperatures, and duct burner/evaporative cooling status, and 36, 166, and 4 cold, warm, and hot start

- up/shutdown cycles, respectively. Emissio ns for EU3 are based on 6,570 hours of natural gas firing per 12 month rolling period at 100% load (80 MMBtu/hr , HHV ). Emissions for each of EU4 and EU5 are based on restricted operation of 300 hours per unit , including maintenance and periodic readiness t esting, while firing

ULSD having a sulfur content that does not exceed 0.0 01 5% by weight. Worst case NO

x and VOC emissions for EU4

are assumed to be emitted at the EPA Tier 2 limit of 6.4 gm/KW

- hr and the EPA Tier 1 limit of 1.3 gm/KW

- hr

, respectively. Wor st case NO

x and VOC emissions for EU5 are assumed to be emitted at the EPA Tier 3 limit of 4.0 gm/KW

- hr and the EPA Tier 1 limit of 1.3 gm/KW

- hr , respectively. EPA Tier 1, 2, and 3 emission standards are published in the United States Code of Federal Regul ations, Title 40, Part 89 [40 CFR Part 89]. There are no NH 3 emissions from t he auxiliary boiler, emergency engine/generator set, fire pump engine, and auxiliary cooling tower. The auxiliary cooling tower contributes to PM/PM 10 /PM 2.5 emissions only based o n 8,760 hours of operation per 12 month rolling period

.

8

. Emission limit is for the sum of filterable and condensable particulates, including sulfates.

9

. Maximum fuel (natural gas only) heat input for each CTG/HRSG with duct burner is based on 8,040 ho urs of operation per 12 month rolling period at 100% load and 50 o F ambient temperature with no duct burner firing (2,130 MMBtu/hr , HHV )

, and 720 hours of operation per 12 month rolling period at peak load (approximately 102% load) and 90 o F ambient temperat ure with 100% duct burner firing (2,449 MMBtu/hr , HHV )

. Maximum total fuel heat input for the auxiliary boiler is based on 6,570 hours of operation per 12 month rolling period at 100% load (80

MMBtu/hr , HHV ).

10. Emission limit is based on full (base) loa d (100 % load) ISO corrected (59 o F, 14.7 psia, 60% humidity) heat rate of 6,940 Btu , higher heating value, per KW

- hr net electrical output to the grid.

11. Emission limit is based on full (base) load (100% load) without duct firing ISO corrected (59 o F, 1 4.7 psia, 60% humidity) heat rate of 6,940 Btu , higher heating value, per KW

- hr net electrical output to the grid and the EPA

40 CFR Part 75 default CO 2 emission factor of 118.9 lb/MMBtu. Compliance shall be determined during the initial

emissions complian ce test performed within 180 days after initial firing of the EU

. If the EU does not meet this limit, then the Permittee shall remedy the EU’s failure to meet this limit, and shall not combust fuel in the EU until the Permittee has shown compliance with th is limit during a subsequent emissions compliance test.

12. Start

- up and shutdown e mission limits and duration are subject to revision by MassDEP based on review of compliance testing (stack testing) data and CEMs/COMs data generated from the first year o f commercial operation.

13. NO

x emission limits are from 40 CFR Part 60 Subpart KKKK. Compliance with the more stringent LAER NOx emission limits of this Plan Approval shall be deemed compliance with the NOx limits f rom 40 CFR Part 60Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Subpart KKKK.

14. L imit is based on an initial compliance test at full (base) ( 100% load ) with no duct firing. Compliance demonstration shall be made by emissions compliance testing within 180 days after initial firing of each EU.

15. Limit is based on an initial compliance test at peak load ( approximately 102 % load ) with 100% duct firing. Compliance demonstration shall be made by emissions compliance testing within 180 days after initial firing of each

EU.

16

. Emission limit is effective 365 days after initial firing of th e EU and is based on a 365 day rolling average

, net electrical output to the grid and the EPA 40 CFR Part 75 default CO 2 emission factor of 118.9 lb/MMBtu. A new 365 day r olling average emission rate shall be calculated each day by calculating the arithmet ic average of all hourly

emission rates for the preceding 365 days, excluding the hours in which the EU was not operating . Hourly CO 2 mass emissions (lb) shall be calculated by obtaining monitored and recorded actual hourly heat input (MMBtu) and multiplyi ng by the EPA 40 CFR Part 75 default CO 2 emission factor of 118.9 lb/MMBtu.

17. Minimum Emissions Compliance Load (MECL) for EU1 and EU2 shall be a function of ambient temperature and other system parameters.

18. MECL for EU3 shall be determined during t he initial emissions compliance testing to be performed within 180 days after initial firing of EU3.

Table 7 Key:

EU# = Emission Unit Number

No. = Number

NO

x = Nitrogen Oxides

CO = Carbon Monoxide VOC = Volatile Organic Compounds

NMHC = Non

- Methane Hydro carbon s S = Sulfur

SO 2 = Sulfur Dioxide

PM = Total Particulate Matter

PM 10 = Particulate Matter less than or equal to 10 microns in diameter

PM 2.5 = Particulate Matter less than or equal to 2.5 microns in diameter

NH 3 = Ammonia

H 2 SO 4 = Sulfuric Acid

Pb = L ead

HAP = Hazardous Air Pollutants

CO 2 = Carbon Dioxide

CO 2e = Greenhouse Gases expressed as Carbon Dioxide equivalent and calculated by multiplying eac h of the six greenhouse gases (Carbon Dioxide, Nitrous Oxide, methane, H ydrofluorocar bons, Perfluorocarb ons, Sulfur

H exafluoride ) mass amount of emissions

, in tons per year, by the gas’s associated global warming potential published at Table A

- 1 of 40 CFR Part 98, Subpart A and summing the six resultant values. lb = pounds lb/hr = pounds per hour

MMBtu = mil lion British thermal units , higher heating value (HHV) basis

lb/ M MBtu = pounds per million British thermal u nits ppmvd @ 15% O 2 = parts per million by volume, dry basis, corrected to 15 percent oxygen ppmvd @ 3% O 2 = parts per million by volume, dry basis, corrected to 3 percent oxygen

scf = standard cubic feet kg/m 3 = kilograms per cubic meter % = percent gm/ KW

- hr = grams per Kilowatt

- hour

lb/MW

- hr = pounds per Megawatt

- hour net electrical output to the grid

Btu/KW

- hr = British thermal units per Kilowatt

- h our net electrical output to the gridFootprint Power Salem Harbor Development LP Proposed Plan Approval

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TPY = tons per 12

- month rolling period

o F = d egrees Fahrenheit psia = pounds per square inch, absolute EPA = Unites States Environmental Protection Agency CFR = Code of Federal Regulations

ISO = International Organizat ion for Standardization CTG/HRSG = combustion turbine generator/heat recovery steam generator

ULSD = Ultra Low Sulfur Diesel Fuel Oil containing a maximum of 0.0015 weight percent sulfur

CEM S = Continuous Emission Monitoring Systems

COM S = Continuous Opaci ty Monitoring Systems HHV = higher heating value basis MECL = minimum emissions compliance load

< = less than > = greater than

< = less than or equal to

> = greater than or equal to NA = Not Applicable

B. NEW SOURCE PERFORMANCE STANDARDS (NSPS)

Stationa ry Combustion Turbines/Heat Recovery Steam Generators/ Duct Burners (EU1 and EU2)

The NSPS , 40 CFR Part 60 Subpart KKKK

, apply to stationary combustion turbines with a heat input rating greater than or equal to 10 MMBtu/hr, and which commenced construction

, reconstruction, or modification after February 18, 2005. The NSPS, 40 CFR Part 60 Subpart

KKKK

, also apply to emissions from any associated HRSGs or duct burners, and therefore includes both the combustion turbines and the duct burners (EU1 and EU2) at t he proposed Facility.

The se NSPS allow the turbine owner or operator the choice of either a concentration based or output based NO

x emission standard. The concentration based limit is expressed in units of ppmvd @ 15% O 2 . The output based emission limit i s expressed in units of mass emissions per unit of useful recovered energy, nanograms per Joule (ng/J), or lb/MW

- hr. The applicable NO

x emission standard for EU1 and EU2 is 15 ppmvd @ 15% O2 or 54 ng/J of useful output (0.43 lb/MW

- hr).

The P ermittee has en sured that the proposed F acility will compl y with these limit s through the use of dry low

- NO

x combustion technology in conjunction with SCR add

- on NO

x control technology to

control NO

x emi ssions to 2.0 ppmvd @ 15% O 2 and 0.051 lb/MW

- hr during natural gas f iring, well

below the NSPS limit s

.

The NSPS for SO 2 emissions are the same for all turbines regardless of size or fuel type. The NSPS for turbines located in the continental area prohibits the discharge into the atmosphere of any gases that contain SO 2 in excess of 110 ng/J (0.90 lb/MW

- hr) gross energy output. The owner or operator of the turbine can choose to comply with either the SO 2 limit or the limit on the sulfur

content of the fuel burned . For a turbine located i n a continental area, the fuel s ulfur content limit is 26 ng/J (0.060 lb SO 2

/MMBtu) heat input. The Permittee will meet the NSPS for SO2 by burning natural gas with sulfur content not exceeding 0.5 grains sulfur per 100 standard cubic feet of gas fired (0.0015 lb SO 2 /MMBtu), well below the NS PS limit.

The Permittee shall comply with all applicable emission standards, monitoring, record keeping, and reporting requirements of 40 CFR Part 60 Subpart KKKK for EU1 and EU2.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Auxiliary Boiler (EU3)

The NSPS, 40 CFR Part 60 Subpart Dc, apply to stea m generating units for which construction commenced after June 9, 1989, and that have a heat input rating of between 10 and 100 MMBtu/hr. Based on the design heat input rating of 80 MMBtu/hr, HHV, the NSPS, 40 CFR Part 60 Subpart Dc, apply to the natural g as fired auxiliary boiler (EU3) at the Facility. For natural gas

fi red boilers, the NSPS does not impose specific emission limits.

The Permittee shall comply with all applicable monitoring, record keeping, and reporting requirements of 40 CFR Part 60 Subp art Dc for EU3.

Emergency Engine/Generator and Fire Pump Engine (EU4 and EU5)

The emergency generator (EU4) and fire pump (EU5) engines serving the Proposed Facility will both be subject to the NSPS under 40 CFR Part 60 Subpart IIII. The NSPS requires em ergency generator engines to meet the non

- road engine emission standards identified in 40 CFR Part 89.112 and 89.113. The fire pump engine will be subject to the emission standards identified in 40 CFR Part 60 Subpart IIII, Table 4. The NSPS require engine manufacturers to produce engines that comply with these standards. The Permittee shall install emergency generator and fire pump engines serving EU4 and EU5 that comply with the 40 CFR Part 60 Subpart IIII requirements

.

The Permittee shall comply with al l applicable emission standards, operating restrictions, monitoring, record keeping, and reporting requirements of 40 CFR Part 60 Subpart IIII for EU4

and EU5.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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C. NATIONAL EMISSION STANDARDS FOR HAZARDOUS AIR POLLUTANTS (NESHAP ) for the following Sour ce Categories

Stationary Combustion Turbines/Heat Recovery Steam Generators/Duct Burners (EU1 and EU2)

The NESHAP at 40 CFR Part 63 Subpart YYYY appl y to combustion turbines at major

sou rces of hazardous air pollutant (HAP ) emissions

. A major source of H AP emissions is a source which has the potential to emit ten ( 10 ) or more tons per year of any single HAP , or twenty five (25) or more tons per year of all HAPs combined. The proposed Facility is not a major source of HAP emission s. Therefore, the proposed Facility ’s combustion turbines are not subject to the 40 CFR Part 63 Subpart YYYY requirements.

T he proposed Facility’s duct burners are considered “steam electric generating units”

under the NESHAP . Steam electric generating units are regulated under 40 CFR Part 63 Subpart

UUUUU. However, t he NESHAP at 40 CFR Part 63 Subpart UUUUU only appl y to coal and

oil

- fired steam electric generating units, and not to gas fired units such as the proposed Facility duct burners. Therefore, the duct burners are not sub ject to the 40 CFR Part 63 Subpart UUUUU requirements

.

Auxiliary Boiler (EU3)

The NESHAP at 40 CFR Part 63 Subpart DDDDD for industrial, commercial, and institutional boilers appl y only to major sources of HAP emissions. However, t he Facility is not a

ma jor source of HAP emissions. Therefore, EU3 is not subject to the 40 CFR Part 63 Subpart DDDDD requirements.

The NESHAP at 40 CFR Part 63 Subpart JJJJJJ for industrial, commercial, and institutional boilers appl y to area (or minor) sources of HAP emission s
, but do not include natural gas fired boilers. Since t he auxiliary boiler shall fire natural gas only , it is not subject to

the 40 CFR Part 63 Subpart JJJJJJ requirements.

Emergency Engine/Generator and Fire Pump Engine (EU4 and EU5)

The NESHAP at 40 C FR Part 63 Subpart ZZZZ, for stationary r eciprocating i nternal

c ombustion e ngines (RICE) appl y to both major and area sources of HAP emissions , and covers

both eme rgency and non

- emergency engines. Both EU4 and EU5 have stationary emergency engines that are subject to 40 CFR Part 63 Subpart ZZZZ. However, for new stationary emergency engines at area sources of HAP emissions that began construction or reconstruction after June 12, 2006, the NESHAP requirements are satisfied if the engines comply with the NSPS requirements under 40 CFR Part 60 Subpart IIII. The Permittee shall install emergency generator and fire pump engines serving EU4 and EU5 that comply with the 40 CFR Part 60 Subpart IIII requirements

.

D. ALLOWANCES

The Permittee ’s proposed Facility is subject to variou s emission allowance programs. Emission allowance programs are market based air quality regulatory programs for whichFootprint Power Salem Harbor Development LP Proposed Plan Approval

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various classes of emission sources are required to obtain, secure

, and/or hold a sufficient

number of “allowances” to co ver actual repor ted emissions emanating therefrom

. Allowances are

measured in “tons ” of emissions (one allowance equals one ton of emissions )

. At specified intervals, “true

- up” occurs at which time allowances in the Permittee’s account are withdrawn to

cov er actual emissions over a specified time period. The Permittee is required to hold a sufficient

number of allowances to cover reported emissions from the proposed Facility for the applicable time pe riod as of the “true

- up” date. The true

- ups are done on a facility

- wide basis, for emissions from all subject e mission units at the proposed F acility. True

- ups for annual SO 2 and ozone

season NO

x (May through Sept ember ) emissions are done annually . True

- up for CO 2 emissions is done every three years.

These allo wance programs require that actual facility emissions of SO 2 , NO

x , and CO 2 ( see Table 7, footnote 16) be monitored , recorded, and reported pursuant to documented monitoring plans and the regul atory provisions of 40 CFR Part 75.

Table 8 below contain s the Permittee’s applicable allowance programs for each pollutant

, including the applicable regulation ( s ) and subject EUs at the proposed Facility covered in this Proposed Plan Approval

.

Table 8

Pollutant Program Applicable Regulation Subject Facility Emissi on Units

SO 2 Acid Rain Program (ARP) 40 CFR Parts

72, 73, and 75 EU1, EU2

NO

x NO

x Ozone

Season Clean Air

Interstate Rule (CAIR) 310 CMR 7.32 EU1, EU2

CO 2 Regional

Greenhouse Gas Initiative (RGGI)

CO 2 Budget Trading Program (State Only Requirement) 310 C MR 7.70 EU1, EU2

Table 8 Key:

EU = Emission Unit ARP = Acid Rain Program

CAIR = Clean Air Interstate Rule RGGI = Regional Greenhouse Gas Initiative CFR = Code of Federal Regulations CMR = Code of Massachusetts Regulations

SO 2 = Sulfur Dioxide

NO

x = Nitr ogen Oxides

CO 2 = Carbon DioxideFootprint Power Salem Harbor Development LP Proposed Plan Approval

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The Permittee shall submit to MassDEP:

1. A Phase II Acid Rain Permit Application at least 24 months prior to commencement of

commercial operation of any subject emission unit ;

2. A CAIR Permit Application at least 18 mo nths prior to commencement of commercial operation of any subject emission unit ; and,

3. A CO 2 Budget Emission Control Plan (ECP) at least 12 months prior to commencement of commercial operation of any subject emission unit

.

E

. COMPLIANCE DEMONSTRATION

The proposed Facility is subject to, and the Permittee shall ensure that the proposed Facility shall comply with

, the monitoring

, t esting, record keeping, and reporting requi rements as
contained in Tables 9

, 10 , and 11 below:

Table 9

E U # Monitoring and Testing Requirements

EU1, EU2, EU3 1. The Permittee shall ensure that the proposed Facility is constructed to accommodate the

emissions (compliance) testing requirements as stipulated in 40 CFR Part 60 Appendix A. The two outlet sampling ports (90 degrees apart from each other) for each emission unit must be located at a minimum of one duct diameter upstream and two duct diameters downstream of any flow disturbance. In addition, the Permittee shall facilitate access to the sampling ports and testing equipm ent by constructing platforms, ladders, or other necessary equipment. 2. The Permittee shall ensure that compliance testing of the proposed Facility is completed within 180 days after initial firing of each EU to demonstrate compliance with the emission limits specified in Table 7 of this Proposed Plan Approval. All emissions testing shall be conducted in accordance with MassDEP’s “Guidelines for Source Emissions Testing” and in accordance with EPA reference test methods as specified in 40 CFR Part 60, Ap pendix A, 40 CFR Part 60 Subpart KKKK, 40 CFR Parts 72 and 75, or by another method which has been approved in writing by MassDEP. The Permittee shall schedule the compliance testing such that MassDEP personnel can witness it.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 9

E U # Monitoring and Testing Requirements

EU1, EU2, EU3 3. The Permitt ee shall conduct initial compliance tests of the proposed Facility to document

actual emissions of EU1, EU2, and EU3 so as to determine their compliance status versus the emission limits (in lb/hr, lb/MMBtu, ppmvd, and lb/MW

- hr, as applicable) in Table 7 f or the pollutants listed below.

Testing for these pollutants for EU1 and EU2 as specified below shall be conducted at four (4) load conditions that cover the entire normal operating range: the minimum emissions compliance load (MECL); 75 percent load; 100 percent (base) load without duct firing; and peak (approximately 102 percent load) with 100 percent duct firing.

NO

x , CO, VOC

, SO 2 , PM, PM 10 , PM 2.5 , NH 3 , CO 2 , H 2 SO 4 , opacity

Testing for these pollutants for EU3 as specified below shall be conducted at f our (4) load conditions that cover the entire normal operating range: the MECL (to be determined during the compliance test); 50 percent load; 75 percent load; and 100 percent load.

NO

x , CO, VOC

, SO 2 , PM, PM 10 , PM 2.5 , H 2 SO 4 , opacity

4. The above referen ced emissions testing shall include testing to develop a correlation between CO and VOC emissions for EU1 and EU2; parametric monitoring testing for PM,

PM 10 , and PM 2.5 emissions for EU1 and EU2; and NO

x /CO emissions optimization testing

for EU3

. 5. The Permittee shall conduct NO

x /CO optimization on, and tune, EU3 according to procedures contained in EPA 340/1

- 83

- 023 “Combustion Efficiency Optimization Manual for Operators of Oil and Gas Fired Boilers” with the goal of reducing air pollutant emissions

to optimum levels. In addition, the Permittee shall tune EU3 in accordance with said procedures and inspect and maintain EU3 per manufacturer recommendations as well as test EU3 for efficient operation on an annual basis. The Permittee shall allow MassDEP

per sonnel to witness tuning of EU3 if and when requested by MassDEP. 6. The Permittee shall install, calibrate, test, and operate a Data Acquisition and Handling System(s) (DAHS), CEMS, and COMS serving EU1 and EU2 to measure and record the following emissi ons:

a) O 2 ; b) NO

x ; c) CO; e) NH 3 ; d) opacity.

The Permittee shall install, calibrate, test, and operate a DAHS and COMS to measure and record opacity on EU3. 7. The Permittee shall ensure that all emission monitors and recorders serving EU1, EU2 and

E U3 comply with MassDEP approved performance and location specifications, and conform with the EPA monitoring specifications at 40 CFR 60.13 and 40 CFR Part 60 Appendices B and F, and all applicable portions of 40 CFR Parts 72 and 75, 310 CMR 7.32, and 310 CMR 7.70, as applicable. 8. The Permittee shall ensure that the subject CEMS and COMS are equipped with properly operated and properly maintained audible and visible alarms to activate whenever emissions from the Facility exceed the limits established in Table 7 of this Plan Approval.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 9

E U # Monitoring and Testing Requirements

EU1, EU2, EU3 9. The Permittee shall operate each CEMS and/or COMS serving EU1, EU2 and EU3 at all

times except for periods of CEMS and COMS calibration checks, zero and span adjustments, preventative maintenance, and perio ds of unavoidable malfunction.

10. The Permittee shall obtain and record emissions data from each CEMS and/or COMS serving EU1, EU2 and EU3 for at least seventy (75) percent of each emission unit’s operating hours per day, for at least seventy five (75) percent of each emission unit’s operating hours per month, and for at least ninety five (95) percent of each emission unit’s operating hours per quarter, except for periods of CEMS and COMS calibration checks, zero and span adjustments, and preventive main tenance. 11. All periods of excess emissions occurring at the Facility, even if attributable to an emergency/malfunction, start

- up/shutdown or equipment cleaning, shall be quantified and included by the Permittee in the compilation of emissions and deter mination of compliance with the emission limits as stated in Table 7 of this Plan Approval. ( “Excess Emissions” are defined as emissions which are in excess of the emission limits as stated in Table 7). An

exceedance of emission limits in Table 7 due to an emergency or malfunction shall not be deemed a federally permitted release as that term is used in 42 U.S.C. Section 9601(10). 12. The Permittee shall use and maintain its CEMS and/or COMS serving EU1, EU2 and

EU3 as “direct

- compliance” monitors to meas ure NO

x , CO, NH 3 , O 2 , and/or opacity.

“Direct

- compliance” monitors generate data that legally documents the compliance status of

a source. 13. The Permittee shall develop a quality assurance/quality control (QA/QC) program for the long

- term operation of the CEMS and/or COMS serving EU1, EU2 and EU3 so as to conform with 40 CFR Part 60 Appendices B and F, all applicable portions of 40 CFR Parts 72 and 75, 310 CMR 7.32, and 310 CMR 7.70. 14. The Permittee shall install, operate, and maintain a fuel meteri ng device and recorder for EU1, EU2 and EU3 that records natural gas consumption in standard cubic feet (scf). 15. The Permittee shall monitor fuel heat input rate (MMBtu/hr, HHV) and total fuel heat input (MMBtu) for EU1, EU2, and EU3.

16. The Permitt ee shall monitor each date and daily hours of operation and total hours of operation for EU1, EU2, and EU3 per month and twelve month rolling period.
EU1, EU2 17. The Permittee shall ensure that initial compliance tests of the proposed Facility are

conduc ted for “hot start”, “warm start”, “cold start”, and shutdown periods as defined in the Permittee’s Application for EU1 and EU2. These compliance tests shall represent periods of operation below the MECL for EU1 and EU2. Emission data generated from this t esting shall be made available for review by MassDEP prior to determining and approving the maximum allowable emission limits for all pollutants listed in Table 7 (lb per event) and opacity limits, for these periods of time. MassDEP will incorporate these emission limits into a Final Plan Approval for the as

- built Facility upon issuance and such limits shall be

considered enforceable. 18. Whenever either combustion turbine is operating below the MECL for start

- up and shutdown, the VOC emissions shall be c onsidered as occurring at the rate determined in the most recent compliance test for start

- up/shutdown conditions.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 9

E U # Monitoring and Testing Requirements

EU1, EU2 19. If either combustion turbine is operating at the MECL or greater, and if its CO emissions

are below the CO emission limit at th e given combustion turbine operating conditions, its VOC emissions shall be considered as meeting the emission limits contained in this Proposed Plan Approval, subject to correlation as contained in Condition 20 below.

20. If either combustion turbine is operating at the MECL or greater, and if its CO emissions are above the CO emission limit at the given combustion turbine operating conditions, its VOC emissions shall be considered as occurring at a rate determined by the equation:

VOC actual = VOC limit x (CO actual /CO limit ), pending the outcome of compliance testing, after which a VOC/CO correlation curve for each combustion turbine will be developed and used for VOC compliance determination purposes. 21. The Permittee shall monitor the natural gas consu mption of EU1 and EU2 in accordance with 40 CFR Part 60 Subpart KKKK utilizing a continuous monitoring system accurate to + 5 percent, and as approved by MassDEP. 22. The Permittee shall monitor the sulfur content of the natural gas combusted by EU1 and EU2 in accordance with 40 CFR Part 60 Subpart KKKK, or pursuant to any alternative fuel monitoring schedule issued in accordance with 40 CFR Part 60 Subpart KKKK. 23. The Permittee shall install and operate continuous monitors fitted with alarms to monit or continuously the temperatures at the inlets to the SCR and CO catalysts serving EU1 and EU2. In addition, the Permittee shall monitor the combustion turbine inlet and ambient temperatures for EU1 and EU2. 24. The Permittee shall install and operate hi gh and low level audible alarm monitors on the

NH 3 storage tank and shall ensure that they are properly maintained.
25. The Permittee shall monitor the load, start

- up and shutdown duration, and mass emissions (lb/event) during start

- up and shutdown perio ds of EU1 and EU2. 26. The Permittee shall monitor the operation of EU1 and EU2, in accordance with the surrogate methodology or parametric monitoring developed during the most recent compliance test concerning PM, PM 10 , and PM 2.5 emission limits.

27. The Permittee shall monitor the SO 2 and CO 2 emissions in accordance with 40 CFR Part

75. 28. The Permittee shall monitor the Greenhouse Gas emission rate utilizing the calculation procedures in 40 CFR Part 98 Subpart A, Table A

- 1.

29. The Permittee sha ll continuously monitor the net electrical output to the grid of the proposed Facility.
EU4, EU5 30. The Permittee shall equip, operate, and maintain non

- resettable hour meters on the

emergency generator and fire pump engines in order to monitor the hours of operation of

each emission unit. 31. The Permittee shall monitor the quantity and sulfur content of ULSD fuel oil burned in

EU4 and EU5. Facility

Wide 32. The Permittee shall monitor all operations to ensure sufficient information is available to

co mply with 310 CMR 7.12 Source Registration. 33. If and when MassDEP requires it, the Permittee shall conduct compliance testing in

accordance with EPA Reference Test Methods and 310 CMR 7.13.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 9 Key:

EU# = Emission Unit Number

EPA = United States Environmental Protection Agency CFR = Code of Federal Regulations CMR = Code of Massachusetts Regulations DAHS = Data Acquisition and Handling System

CEMS = Continuous Emission Monitoring System

COMS = Continuous Opacity Monitoring System

SCR = Selective Catalytic Reduction QA/QC = Quality Assurance/Quality Control

O 2 = Oxygen

NO

x = Nitrogen Oxides

CO = Carbon Monoxide

NH 3 = Ammonia

PM = Particulate Matter

PM 10 = Particulate Ma tter less than or equal to 10 microns in size

PM 2.5 = Particulate Matter less th an or equal to 2.5 microns in size VOC = Volatile Organic Compounds

CO 2 = Carbon Dioxide

SO 2 = Sulfur Dioxide

H 2 SO 4 = Sulfuric Acid lb = pounds lb/hr = pounds per hour lb/MMBtu = pounds per million British thermal units ppmvd = parts per million by volume, dry basis

lb/MW

- hr = pounds per MW

- hr net electrical output to the grid

scf = standard cubic feet MMBtu/hr = million British thermal units per hour

MMBtu = million British thermal units HHV = higher heating value basis MECL = Minimum Emissions Compliance Load ULSD = Ultra Low Sulfur Diesel Fuel Oil containing a maximum of 0.0015weight percent sulfur

Table 10

EU # Record Keeping Requirements

EU1, EU2, EU3 1. The Permittee shall maintain records of each emission unit’s hourly fuel heat input rate

(MMBtu/ hr , HHV ), total fuel heat input (MMBtu) , and natural gas consumption (scf) per month and twelve month rolling period basis.

2. The Permittee shall maintain records of each date and daily hours of operation and total

hours of operat ion of each EU per mont h and twelve month rolling period.

3. The Permittee shall maintain on

- site permanent records of output from all continuous monitors ( including CEMS and COMS) for flue gas emissions and natural gas consumption (scf)

. 4. The Permittee shall maintain a lo g to record problems, upsets or failures associated with the subject emission control systems, DAHS, CEMS, and /or COMS serving EU1, EU2, and EU3, and the NH 3 handling system serving EU1 and EU2.
EU1, EU2 5. The Permittee shall continuously estimate and re cord VOC emissions on the DAHS using the

CO/VOC correlation curve developed from the most recent compliance test. 6. The Permittee shall continuously estimate and record PM, PM 10 , and PM 2.5 emissions on the

DAHS using the surrogate methodology or paramet ric monitoring derived from the most recent compliance test.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 10

EU # Record Keeping Requirements

EU1, EU2 7. The Permittee shall maintain records of the load, start

- up and shutdown duration, and

mass emissions (lb/event) during start

- up and shutdown periods of EU1 and EU2.

8. The Permitte e shall maintain records of net electrical output to the grid from the Facility on a daily basis.

9. The Permittee shall maintain records of the sulfur content of the natural gas combusted by EU1 and EU2 at the frequency required pursuant to 40 CFR Part 60 Subpart KKKK, or pursuant to any alternative fuel monitoring schedule issued in accordance with 40 CFR Part 60 Subpart KKKK.

10 The Permittee shall record SO 2 and CO 2 emissions from EU1 and EU2 in accordance

with 40 CFR Part 75.

11. The Permittee sh all record the Greenhouse Gas emission rate of EU1 and EU2 on a daily basis utilizing the calculation procedures in 40 CFR Part 98 Subpart A, Table A

- 1. 12. The Permittee shall maintain continuous records of SCR and CO control system inlet

temperatures, combustion turbine inlet temperatures and ambient temperatures.

13. The Permittee shall maintain the SOMP for the NH 3 handling system serving EU1 and EU2 in a convenient location and make them readily available to all employees.

EU3 14. The Permittee sh all record and post conspicuously on or near EU3 the results of annual inspections, maintenance, and testing and the date(s) upon which it was performed.
EU4, EU5 15. The Permittee shall maintain a record of the quantity of ULSD fuel oil combusted in, and

the total hours of operation of, EU4 and EU5 per month and per 12

- month rolling period. 16. The Permittee shall maintain a record of the sulfur content of each ULSD fuel oil delivery at the Facility. 17. The Applicant shall maintain records concerning engine certifications as described in 310 CMR 7.26 (42)(e)1. at the Facility. Facility

Wide 18. A record keeping system for the Facility shall be established and maintained up

- to

- date by the Permittee such that year

- to

- date information is readily availab le. Record keeping shall, at a minimum, include:

a) Compliance records sufficient to document actual emissions from the Facility in order to determine compliance with what is allowed by this Proposed Plan Approval. Such records shall include, but are not limited to, fuel usage rates, emissions test results, monitoring equipment data and reports;

b) Maintenance: A record of routine maintenance activities performed on the subject emission units’ control equipment and monitoring equipment at the Facility inc luding, at a minimum, the type or a description of the maintenance performed and the date(s) and time(s) the work was commenced and completed; and,

c) Malfunctions: A record of all malfunctions on the subject emission units’ control and monitoring equipme nt at the Facility including, at a minimum: the date and time the malfunction occurred; a description of the malfunction and the corrective action taken; the date and time corrective actions were initiated; and the date and time corrective actions were

com pleted.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 10

EU # Record Keeping Requirements
Facility

Wide 19 . The Permittee shall maintain all records required by 310 C MR 7.32, 310 CMR 7.70, 310 CMR 7.71 (Reporting of Greenhouse Gas Emissions), and 40 CFR Part 98 (Mandatory Greenhouse Gas Emissions Reporting) at the Facility.

20. The P ermittee shall maintain monthly records to demonstrate the Facility’s compliance status regarding the Facility

- Wide emission limits (TPY) specified in Table 7. Records shall include actual emissions for the month as well as for the previous 11 months. (The MassDEP approved format can be downloaded at http://www.mass.gov/eea/agencies/massdep/air/a pprovals/limited

- emissions

- record

- keeping

and

- reporting.html#WorkbookforReportingOn

- SiteRecordKeeping in Microsoft Excel format.) 21. The Permittee shall maintain a copy of this Plan Approval, underlying Application, and the most up

- to

- date Standard SOM P for each emission unit and PCD approved herein on

site. 22. The Permittee shall maintain a complaint log concerning emissions, odor, and noise from the Facility. The Permittee shall make available to the general public a telephone number

which receives and records complaints concerning the Facility 24 hours per day, 7 days per week. The complaint log shall be maintained for the most recent five (5) year period. The complaint log shall be made available to the public or MassDEP upon request. The Permitte e shall take all reasonable actions to respond to said complaints in a timely manner. 23. The Permittee shall maintain records for the annual preparation of a Source Registration/Emission Statement Form in accordance with 310 CMR 7.12.

24. The Permitte e shall maintain records of monitoring and testing as required by Table 9. All records required by this Plan Approval shall be kept on site for five (5) years and made available for inspection by MassDEP or EPA upon request.

Table 10 Key:

EU# = Emission Unit Number

PCD = Pollution Control Device SOMP = Standard Operating and Maintenance Procedure s EPA = United States Environmental Protection Agency DAHS = Data Acquisition and Handling System CEMS = Continuous Emission Monitoring System

COMS = Continuous Opacity Monitoring System SCR = Selective Catalytic Reduction CFR = Code of federal Regulations CMR = Code of Massachusetts Regulations

CO = Carbon Monoxide

NH 3 = Ammonia

PM = Particulate Matter

PM 10 = Particulate Matter less than or equal to 10 microns in size

PM 2.5 = Particulate Matter less than or equal to 2.5 microns in size VOC = Volatile Organic Compounds

SO 2 = Sulfur Dioxide

CO 2 = Carbon Monoxide

ULSD = Ultra Low Sulfur Diesel Fuel Oil containing a maximum of 0.0015weight percent sulfur lb = pounds

s cf = standard cubic feetFootprint Power Salem Harbor Development LP Proposed Plan Approval

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MMBtu/hr = million British thermal units per hour

MMBtu = million British thermal units HHV = higher heating value basis TPY = tons per 12

- month rolling period

Table 11

EU # Reporting Requirements

EU1, EU2, EU3 1. The Permittee m ust obtain written MassDEP approval of an emissions test protocol prior

to initial compliance emissions testing of EU1, EU2 and EU3 at the Facility. The protocol shall include a detailed description of sampling port locations, sampling equipment, sampling and analytical procedures, and operating conditions for any such emissions testing. In addition, the protocol shall include procedures for: a) the required CO and VOC correlation for EU1 and EU2; b) a parametric monitoring strategy to ensure continuous

mon itoring of PM, PM 10 , and PM 2.5 emission from EU1 and EU2; and c) procedures for the required NO

x and CO optimization for EU3. The protocol must be submitted to MassDEP at least 30 days prior to commencement of testing.

2. The Permittee shall submit a fin al emissions test results report to MassDEP within 45 days after completion of the initial compliance emissions testing program. 3. A QA/QC program plan for the CEMS and/or COMS serving EU1, EU2 and EU3 must be submitted, in writing, at least 30 days pri or to commencement of commercial operation of the subject emission units. MassDEP must approve the QA/QC program prior to its implementation. Subsequent changes to the QA/QC program plan shall be submitted to MassDEP for MassDEP approval prior to their imp lementation.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 11

EU # Reporting Requirements

EU1, EU2, EU3 4. The Permittee shall submit a quarterly Excess Emissions Report to MassDEP by the

thirtieth (30th) day of April, July, October, and January covering the previous calendar periods of January through March, April through June, J uly through September, and October through December, respectively. The report shall contain at least the following information:

a) The Facility CEMS and COMS excess emissions data, in a format acceptable to

MassDEP.

b) For each period of all excess emiss ions or excursions from allowable operating conditions for the emission unit(s), the Permittee shall list the duration, cause, the response taken, and the amount of excess emissions. Periods of excess emissions shall include periods of start

up, shutdown, malfunction, emergency, equipment cleaning, and upsets or failures associated with the emission control system or CEMS or COMS. ( “Malfunction” means any sudden and unavoidable failure of air pollution control equipment or process equipment or of a process to operate in a normal or usual manner. Failures that are caused entirely or in part by poor maintenance, careless operation, or any other preventable upset condition or preventable equipment breakdown shall not be considered malfunctions. “Emergency” mean s any situation arising from sudden and reasonably unforeseeable events beyond the control of this source, including acts of God, which situation would require immediate corrective action to restore normal operation, and that causes the source to exceed a technology based limitation under the Plan Approval, due to unavoidable increases in emissions attributable to the emergency. An emergency shall not include noncompliance to the extent caused by improperly designed equipment, lack of preventative maintenan ce, careless or improper operations, operator error or decision to keep operating despite knowledge of these things.)

c) A tabulation of periods of operation (including dispatch) of each emission unit and total hours of operation of each emission unit dur ing the calendar quarter.
EU1, EU2 5 . After completion of the initial compliance emissions testing program, the Permittee shall

submit information for MassDEP review that documents the actual emissions impacts generated by EU1 and EU2 during start

- up and shutdown periods versus any applicable NAAQS and SILs or the AALs and TELs for air toxics. This information shall be submitted to MassDEP as part of the final emissions test results report.

6 . The Permittee shall submit to MassDEP, in accordance with the provisions of Regulation 310 CMR 7.02(5)(c), plans and specifications for the main exhaust stack, CTGs, the SCR control system (including the NH 3 handling and storage system), the CO catalyst control system, and the CEMS, COMS, and DAHS once the specific information has been determined, but in any case not later than 30 days prior to commencement of construction/installation of each component of each subject emission unit.

EU3 7. The Permittee shall submit to MassDEP, in accordance with the provisions of Regulation 310 CMR 7.02(5)(c), the plans and specifications for the auxiliary boiler, and its Ultra Low NOx burner, exhaust stack, COMS and DAHS once the specific information has been determined, but in any case not later than 30 days prior to commencemen t of construction/installation of each component of EU3.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 11

EU # Reporting Requirements

EU4, EU5 8. The Permittee shall submit to MassDEP a certification for each engine in accordance with

310 CMR 7.26 (42)(e)1 not later than 30 days prior to commencement of its

construction/installati on. 9. The Permittee shall submit to MassDEP, in accordance with the provisions of Regulation 310 CMR 7.02(5)(c), the plans and specifications for the emergency engine/generator set, fire pump engine, and associated exhaust stacks once the specific infor mation has been determined, but in any case not later than 30 days prior to commencement of construction/installation of each component of the subject emission unit. Facility

Wide 10. The Permittee shall submit to MassDEP a plan for monitoring and abating air and noise impacts during the period of construction of the proposed Facility. 11. The Permittee shall submit, in writing, the following notifications to MassDEP within fourteen (14) days after each occurrence: a) date of commencement of construction of each subject emission unit at the Facility; b) date when construction has been completed of each subject emission unit at the Facility; c) date of initial firing of each subject emission unit at the Facility; d) date when each subject emission unit at the Facility is either ready for commercial operation or has commenced commercial operation. 12. The Permittee shall submit to MassDEP an Operating Permit Application in accordance with 310 CMR 7.00: Appendix C no later than 12 months after commencement of commercial operation of the Facility. 13. If the Facility is subject to 40 CFR Part 68, due to the presence of a regulated substance above a threshold quantity in a process, the Permittee must submit a Risk Management Plan

no later than the date the r egulated substance is first present above a threshold quantity. 14. The Permittee shall report to EPA in accordance with 40 CFR Part 75. 15. The Permittee shall comply with all applicable reporting requirements of 310 C MR 7.32, 310 CMR 7.70, 310 CMR 7. 71 (Reporting of Greenhouse Gas Emissions), and 40 CFR Part 98 (Mandatory Greenhouse Gas Emissions Reporting). 16. The Permittee must notify MassDEP by telephone or fax or e

- mail
[ nero.air@massmail.stat e.ma.us ] as soon as possible, but in any case no later than three (3) business days after the occurrence of any upsets or malfunctions to the Facility equipment, air pollution control equipment, or monitoring equipment which result in an excess emission

t o the air and/or a condition of air pollution. 17. The Permittee shall notify MassDEP immediately by telephone or fax or e

- mail
[ nero.air@massmail.state.ma.us ] and within three (3) working days, in wri ting, of any upset

or malfunction to the NH 3 handling or delivery systems that resulted in a release or threat of

release of NH 3 to the ambient air at the Facility. In addition, the Permittee must comply with all notification procedures required under M.G. L. c. 21 E for any release or threat of release

of NH 3

.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 11

EU # Reporting Requirements
Facility

Wide 18. The Permittee shall submit a semi

- annual report to MassDEP by July 30 and January 30 of each year to demonstrate the Facility’s compliance status regarding the Facility

- Wide emissio n limits (TPY) specified in Table 7. Reports shall include actual emissions for the previous 12 months. (The MassDEP approved format can be downloaded at http://www.mass.gov/eea/agencies/massdep/air/approvals/limited

- emissions

- record

- keeping

and

- reporting.html#WorkbookforReportingOn

- SiteRecordKeeping in Microsoft Excel format.)

19. The Permitt ee shall submit to MassDEP a SOMP for the subject emission units and associated control and monitoring/recording systems at the Facility no later than 30 days prior to commencement of commercial operation of the unit. Thereafter, the Permittee shall

submit updated versions of the SOMP to MassDEP no later than thirty (30) days prior to the occurrence of a significant change. MassDEP must approve of significant changes to the SOMP prior to the SOMP becoming effective. The updated SOMP shall supersede prior

ve rsions of the SOMP. 20. The Permittee shall submit to MassDEP all information required by this Plan Approval over the signature of a “Responsible Official” as defined in 310 CMR 7.00 and shall include the Certification statement as provided in 310 CMR 7. 01(2)(c). 21. All notifications and reporting to MassDEP required by this Plan Approval shall be made

to the attention of:

Department of Environmental Protection/Bureau of Waste Prevention

205B Lowell Street Wilmington, Massachusetts 01887

Attn: Permit Chief Phone: (978) 694

- 3200 Fax: (978) 694

- 3499

E

- Mail: nero.air@massmail.state.ma.us 22. The Permittee shall report annually to MassDEP, in accordance with 310 CMR 7.12, all information as required by the Source Registration/Emission Statement Form. The Permittee shall note therein any minor changes (under 310 CMR 7.02(2)(e), 7.03, 7.26, etc.), which did not require Plan Approval. 23. The Permittee shall provide a copy to MassDEP of any record requir ed to be maintained by this Plan Approval within thirty (30) days from MassDEP’s request. 24. The Permittee shall submit to MassDEP for approval a stack emission pretest protocol, at least thirty (30) days prior to emission testing, for emission testing as defined in Table 9 Monitoring and Testing Requirements. 25. The Permittee shall submit to MassDEP a final stack emission test results report, within forty five (45) days after emission testing, for emission testing as defined in Table 9 Monitoring and Testing Requirements.

Table 11 Key:

EU# = Emission Unit Number

EPA = United States Environme ntal Protection AgencyFootprint Power Salem Harbor Development LP Proposed Plan Approval

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CEMS = Continuous Emission Monitoring System COMS = Continuous Opacity Monitoring System DAHS = Data Acquisition and Handling System

CFR = Code of Federal Regulations CMR = Code of Massachusetts Regulations

M

. G

. L

. = Massachusetts General Laws SOMP = Standard Operating and Maintenance Procedures QA/QC = Quality Assurance/Quality Control

CTG = Combustion Turbine Generator

SCR = Selective Cata lytic Reduction TPY = tons per 12 month rolling period

NO

x = Oxides of Nitrogen

CO = Carbon Monoxide

NH 3 = Ammonia

PM = Particulate Matter

PM 10 = Particulate Matter less than or equal to 10 microns in size

PM 2.5 = Particulate Matter less than or equal to 2 .5 microns in size VOC = Volatile Organic Compounds NAAQS = National Ambient Air Quality Standards SILs = Significant Impact Levels

AAL = Allowable Ambient Limit TEL = Threshold Effects Exposure Limit

6

. SPECIAL REQUIREMENTS

A. SPECIAL TERMS AND CONDITI ONS

The Facility is subject to, and the Permittee shall ensure that the Facility shall comply with, the special terms and conditions as contained in Table 12 below:

Table 12

EU# Special Terms and Conditions

EU1, EU2 1 . The Permittee shall not allow the combustion turbines at the Facility to operate below the

MECL , except for start

- ups and shutdowns. Emissions during start

- ups and shutdowns shall be included in the TPY limits specified in Table 7

. 2 . The Permittee shall ensure that the SCR control equi pment serving EU1 and EU2 is operational whenever the turbine exhaust temperature at the SCR unit attains the minimum exhaust temperature specified by the SC R vendor and other system parameters are satisfied for SCR operation. The specific load at which th is exhaust temperature and other system parameters are achieved will vary based on ambient conditions and whether the start

- up is cold, warm, or hot

. 3 . The Permittee shall maintain in the Facility control room, properly maintained, operable, portable NH 3 detectors for use during an NH 3 spill, or other emergency situation involving

NH 3

, at the Facility.
EU1, EU2,

EU3 4. The Permittee shall develop as part of the Standard Operating Procedures for EU1, EU2, and EU3, an MECL optimization protocol to establi sh minimum operating load(s) that maintain compliance with all emission limitations at various ambient temperatures and conditions for each respective emission unit.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 12

EU# Special Terms and Conditions

EU1, EU2,

EU3 5. The Permittee shall maintain an adequate supply of spare parts on

- site t o maintain the on

line availability and data capture requirements for the CEMS and COMS equipment serving the Facility. Facility

Wide 6. The Permittee shall properly train all personnel to operate the Facility and the control and monitoring equipment serv ing the Facility in accordance with vendor specifications. All persons responsible for the operation of the Facility shall sign a statement affirming that they have read and understand the approved SOMP. Refresher training shall be given by the

Permittee t o Facility personnel at least once annually. 7. Prior to commencing construction of any emission unit at the Facility, the roadways serving said Facility shall be paved and maintained free of deposits that could result in

excessive dust emissions.

8. T he Permittee shall comply with all provisions of 40 CFR Parts 72 and 75, 40 CFR Part 60, 40 CFR Part 63, 40 CFR Part 64, 40 CFR Part 68, 40 CFR Part 98, and 310 CMR 6.00 through 8.00 that are applicable to this Facility. 9. All requirements of this Appro val which apply to the Permittee shall apply to all subsequent owners and/or operators of the Facility.

Table 12 Key:

EU# = Emission Unit Number CFR = Code of federal regulations CMR = Code of Massachusetts Regulations SOMP = Standard Operating and Main tenance Procedure s CEMS = Continuous Emission Monitoring System COMS = Continuous Opacity Monitoring System SCR = Selective Catalytic Reduction

NH 3 = Ammonia TPY = tons per 12 month rolling period MECL = Minimum Emissions Compliance Load

B. STACK INFORMA TION

The Permittee shall install, maintain

, and utilize exhaust stacks with the following

param eters , as contained in Table 13 below, for the E mission U nits that are regulated by this

Plan Approval:

Table 13

EU# Stack Height

Above Ground (feet) Stack In side Exit

Dimensions ( feet ) Stack Gas Exit

Velocity Range (feet per second) S tack Gas Exit

Temperature Range ( o F)

EU1, EU2

(1) 230

(Each Flue) 20

(Each Flue) 3 9 .2 to 61

. 9

(Each Flue) 175 to 215 (Each Flue)

EU3 (1) 230 3 < 70.2 < 530

EU4 86 1 < 113.3 < 6 20Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 13

EU# Stack Height

Above Ground (feet) Stack In side Exit

Dimensions ( feet ) Stack Gas Exit

Velocity Range (feet per second) S tack Gas Exit

Temperature Range ( o F)

EU 5 2 2 0.667 < 80.6 < 820

Table 13 Notes:

1. EU1, EU2, and EU3 shall emit through one stack, containing three (3) flues.

Table 13 Key:

EU# = Emission Unit Number

o F = d egree s Fahrenheit

< = less than or equal to

C. NOISE (State

- Only Requirement)

Daytime and nighttime sound measurements to determine ambient (background) sound

levels were taken at twelve locatio ns (ST1 through ST12 in Table 14 )

. Two additional monitoring locations (R1 and R2 in Table 14 ) were added with data in the public record t o expand the study area and supplement the measurement data set, as collected by the Permittee

. Baseline s ound measurements were taken on May 17/18, 2012 and November 20/21, 2012.

Salem Harbor Station’s e xisting Boiler Units 3 and 4 were not operating duri ng the measurement time periods. It is expected that the National Grid substation transformers will remain operating at the site even after the existing facility has been demolished; therefore, sound measurements included operation of these transformers. T he sound measurements consisted of both A

- weighted

sound levels and octave band sound levels. A

- weighted sound levels emphasize the middle frequency sounds and de

- emphasize lower and higher frequency sounds, and are reported in decibels designated as “dBA” . The A

- weighted sound levels were recorded for each of the five categories most commonly used to describe ambient environments: L 90 , L 50 , L 10 , L
max , and L eq . The L 90 level represents the sound level exceeded 90 percent of the time and is used by

MassDEP f

or the regulation of sound emissions.

In general, background (L 90 ) le vels (in dBA) at locations ST1 through ST12 averaged f rom 36 to 4 9 during nighttime hours (with the exception of location ST9 where no nighttime

measurement s w ere taken) and from 39 to 51 during daytime hours. To compensate for nighttime measurements taken before midnight instead of during the typically quietest time of the day ( 12AM

to 4AM ) , the Permittee conservatively deducted 2 dBA from the measured ambient sound levels at

locations ST1, ST2, ST5, ST6, and ST8.

Calculations of operational noise impacts from the proposed Facility were calculated using DataKustic GmbH’s CadnaA, a computer

- aided noise abatement program ( version 4.1.137).

CadnaA conforms to International Standard ISO

- 96 13.2, “Acoustics

– Attenuation of Sound during Propagation Outdoors.” The method evaluated A

- weighted sound pressure levels under meteorological conditions favorable to propagation from sources of known sound emissions

.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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The allowable sound levels generate d from base load (100% load) operation of the proposed Facility by the Perm ittee are summarized in Table 14 below:

Table 14

Location Ambient

(L 90 ,dBA) (1) Facility

(L 90 ,dBA) Ambient and

Facility (L 90 ,dBA) Increase Over

Ambient (dBA) (2)

ST1

– Located to the

N orth/ Residences near

39 Fort Avenue 47 44 49 2

ST2

- Existing Property

Line to the West/Block

House Square/Residences near Fort Avenue and Derby

Street Intersection 42 44 46 4

ST3

– Located to the

Northeast/25 Memorial Drive/Bentley Elementary Sch ool 39 41 43 4

ST4

– Existing Property

Line to the

Southwest/Residences

near Intersection of Webb Street and Derby Street/23 Derby Street 39 43 44 5

ST5

– Existing Property

Line to the Southwest/59 Derby Street 39 44 45 6

ST6

– Located to the

East acros s Salem Harbor/76 Naugus Avenue (Marblehead) 36 34 38 2

ST7

– Located to the

East/Winter Island Park (Harbormaster Office) 39 39 42 3

ST8

– Located to the

Northeast/Intersection of

Fort Avenue and Winter

Island Road/Winter

Island Road 38 33 39 1

ST9

– E xis t ing Property Line to the South/Blaney

Street Pier on Salem

Wharf 39 42 44 5Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Table 14

Location Ambient

(L 90 ,dBA) (1) Facility

(L 90 ,dBA) Ambient and

Facility (L 90 ,dBA) Increase Over

Ambient (dBA) (2)

ST10

– Southwest Corner of the Existing Property/Mackey Building/Art Gallery 36 41 42 6

ST11

– Near House of

Seven Gables across

from 41 Turner Street 39 37 41 2

ST12

– Pick ering Wharf

near Victoria’s Station approximately 100 feet

behind Sail Schooner

“Fame” Kiosk 41 32 42 1

R1

– Plummer House 40 33 41 1

R2

– Winter Island Road

Residences 34 33 38 4

Table 14 Notes:

1. The lowest existing background levels observed durin g either nighttime or daytime where the sound level is exceeded 90 percent of the time (L 90 ) which is the level regulated by MassDEP Noise Policy 90

- 001.

2. MassDEP Noise Policy 90

- 001 limits sound level increases to no more than 10 dBA over the L 90 ambie nt
levels. Pure tone conditions or t onal sounds, defined as any octave band level which exceeds the levels in adjacent octave bands by 3 dBA or more, are not allowed.

Table 14 Key:

L 90 = sound level exceeded 90 percent of the time dBA = decibels, A

- weigh ted

In addition, the Permittee shall comply with the following conditions:

1. The Facility shall be operated and m aintained such that at all times :

a) No condition of air pollution shall be caused by so und as provided in 310 CMR

7.01.

b) No sound emiss ions resulting in noise shall occur as provided in 310 CMR 7.10 and MassDEP’s Noise Policy 90

- 001. MassDEP’s Noise Policy 90

- 001 limits increases over the existing L 90 background level to 10 dBA. Additionally, "pure tone" sounds, defined as any octave band level which exceeds the levels in adjacent octave bands by 3 dBA or more, are also prohibited. The Permittee, at a minimum, shall ensure that the

Fac ility complies with said Policy.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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2. Facility personnel shall continue to identify and evaluate all plant equipment that may cause a noise condition. Sources of noise include, but are not limited to: main exh aust stack containing

three flues , ACC

, CTG package s
, combustion turbine air inlets, STG package s , HRSG package s
, CTG step up transformers, STG step up tr ansformer s , screw type natural gas compressor, natural gas metering station, auxil iary boiler , and auxiliary cooling tower

.

3. The Permittee shall perform the following measures or equivalent alternative measures at the proposed Facility as noise mitigati on as indicated in (and in addition to) the Application and the Permittee’s response s , dated April 12, June 10, and June 18, 2013, to MassDEP’s request s for additional information with regard to noise mitigation:

a) Enclose the CTG, low noise HRSG, and S TG packages for EU1 and EU2 within acoustically treated building s consisting of absorptive double layer acoustic walls constructed of steel skin, mineral wool, and perforated metal interior designed for a Sound Transmission Class (STC) rating of 46 . All ve ntilation openings and rooftop fans shall be acoustically silenced and attenuated. Machinery and personnel access into the buildings shall be through high performance acoustic doors.

b) Enclose the natural gas compressor and metering station within an ac oustically treated building with airways into the building and exhausts adequately sound attenuated through the use of silencers.

c ) Install GE 12 foot Silencers with Acoustic Plenums on combustion turbine inlet ai r filter houses for EU1 and EU2.

d ) In stall turbine exhaust silencers in the HRSG discharge flow paths, either in the connecting ducts and/or in the vertical stack flues for EU1, EU2, and EU3 desi gned to meet a total sound power attenuation of 22 dBA and a 90

- degree directional sound power lev el of

8 3 dbA or less at stack exit s

.

e ) Install ultra low noise CTG and STG step up transformers providing sound power

levels (L

w ) of 83 dBA for CTG step

- up transformers and 90 dBA for STG step up

transformers on EU1 and EU2, and enclose the transformers with firewalls/barriers to provide shielding to the receptors located on Derby Street to the west and the residential area

to the south

.

f ) Install ACC with low noise fans and Acoustic Louvers on the inlet of the ACC,

which shall be designed to meet 51 dbA or less at 400 feet from the ACC

.

g ) Install a retaining wall and berm surrounding the majority of the Facility site.

These noise mitigation measures, which result in a maximum increase of 6 dbA above ambient as shown in Table 14 , are identified as Option 2 noise mitigation measures in the Permittee’s June 18, 2013 Supplement to the Application amongst the four (4) options evaluated by the Permittee as compared to the reference (or standard) design noise mitigation measures for this type of facility.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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4

. The Permittee shall complete a sound survey in accordance with MassDEP procedures/guidelines within one hundred eighty (180) days after the F acility commences commercial operation

, while the Facility is in operation, to verify compliance with the allo wable

sound levels specified in Table 14 of this Plan Approval

. Prior to conducting the sound survey,

the Permittee shall submit in writing to MassDEP for review a sound survey protocol at least thirty (30) days prior to commencing the sound survey. The Pe rmittee shall submit to MassDEP a written report

, describing the results of the required sound survey, within 45 days after its completion.

D. CONSTRUCTION REQUIREMENTS

Construction of the Facility will result in temporary increases in sound levels nea r the site. The construction process will require the use of equipment that will be audible from off site locations during certain time periods. Facility construction consists of site clearing, excavation, foundation work, steel erection, mechanical work, and finishing work. Work on these phases will overlap. Pile driving, generally considered the loudest construction activity, may also be required during the excavation phase to provide proper structural support for the combustion turbine building

foundatio n. No blasting would be performed on site. Construction of the Facility is expected to begin in June 2014 and continue for a period of approximately 23 months.

In order to minimize construction noise impacts, the Permittee shall, at minimum, install and

maintain a non

- retractable temporary sound wall, 12 feet in height, constructed of 3⁄4 inch Medium Density Overlay (MD) plywood, or other material of equivalent utility and appearance, having a surface weight of 2 pounds per square foot or greater. The se spe cifications are based upon a Sound Transmission Class of STC 30, or greater, per American Society for Testing and Materials (ASTM) Test Method E90, having glass fiber, mineral wool, or other similar type sound absorptive surface

material at least 2 inches thick on the side facing the site with a Noise Reduction Coefficient rating

of NRC

- 0.85, or greater, per ASTM Test Method C423. When the barrier units are joined together, the mating surfaces of the barrier sides are flush with each other and gaps between barrier units and the bottom edges of the barrier panels and the ground are closed with material of sufficient density to attenuate sound. The Permittee shall install and maintain in good repair said temporary noise barrier, or equivalent, throughout the d uration of the construction of the Facility.

In addition, the Permittee shall comply with the following conditions during the construction phases of the Facility:

1. The Permittee shall ensure that F acility personnel take all reasonable precautions (no ted below) to minimize air pollution episodes (dust, odor, and noise):

a) Personnel shall exercise care in operating any noise generating equipment (including mobile power equipment, power tools, etc.) at all times to minimize noise.

b) Construction vehi cles transporting loose aggregate to or from the F acility shall be

covered.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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c) O pen storage areas, piles of soil, loose aggregate, etc. shall be covered or watered down as necessary to minimize dust emissions.

d) Any spillage of loose aggregate and dirt deposits on any public r oadway, leading

to or from the F acility shall be removed by the next business day or sooner, if necessary. (A mobile mechanical sweeper equipped with a water spray is an acceptable method to minimize dust emissions).

e) On

- site ro adways/excavation areas subject to vehicular traffic shall be watered down as necessary or treated with the application of a dust suppressant to minimize the generation of dust.

2. The Permittee shall ensure that a ll contractors associated with the constr uction of the Facility shall comply with MassDEP’s Clea n Air Construction Initiative. The main aspects of this program include:

a) All contractors shall use ULSD oil in diesel

- powered non

- road vehicles.

b) All non

- road engines used on the construction si te shall meet the applicable non

road engine standard limitations per 40 CFR 89.112.

c) All contractors shall utilize the best available technology for reducing the

emission of PM and NO

x for die sel

- powered non

- road vehicles. The best available technology for reducing the emission of pollutants is that which has been verified by EPA

or the California Air Resources Board for use in non

- road vehicles or on

- road vehicles where such technology may also be used in non

- road vehicles.

d) All contractors shall tu rn off diesel combustion engines on construction equipment not in active use and on dump trucks that are idling while waiting to load or

unload material for five minutes or more.

e) All contractors shall establish a staging zone for trucks that are waitin g to load or

unload material at the work zone in a location where diesel emissions from the trucks will not be noticeable to the public, and;

f) All contractors shall locate construction equipment away from sensitive receptors

such as residents and passer sby, fresh air intakes to buildings, air conditioners, and

windows.

For informational purposes only, the City of Salem Code of Ordinances, Chapter 22, Section

22

- 1 governs construction noise, setting forth requirements on construction hours, allowable

ac tivities, and procedures for obtaining a special variance during times when certain construction

activities are not allowed. Construction is allowed without a variance between the hours of 8:00 AM and 5:00 PM, Mondays through Saturdays, and at other times if it does not “create a noise disturbance across a residential property boundary”. The same restrictions are imposed on the operation of drilling and/or blasting equipment, rock crushing machinery, pile driving or jackFootprint Power Salem Harbor Development LP Proposed Plan Approval

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hammers used in construction. Specia l variances can be granted by the building inspector for construction work on Sundays or holidays with prior approval of the City Council.

7

. GENERAL CONDITIONS

The Permittee is subject to, and shall comply with, the following general conditions:

A. Pu rs uant to 310 CMR 7.01, 7.02 , 7.09 and 7.10, s hould any nuisance condition(s),

incl uding but not limited to smoke , dust, odor or noise, occur as the result of the operation of the

F acility, then the Permittee shall immediately take appropriate steps includ ing shutdown

, if necessary, to abate said nuisance condition(s).

B. If asbestos remedi ation/removal will occur as a result of the approved construction,

reconstruction , or alteration of this F acility, the Permittee shall ensure that all

removal/remediatio n of asbestos shall be done in accordance with 310 CMR 7.15 in its entirety

and 310 CMR 4.00.

C. If construction or demolition of an industrial, commercial or institutional building will occur as a result of the approved construction, reconstruction, or a lteration of this Facility, the

Permittee shall ensure that said construction or demolition shall be done in accordance with 310 CMR 7.09(2) and 310 CMR 4.00.

D. Pursuant to 310 CMR 7.01(2)(b) and 7.02(7)(b), t he Permittee shall allow MassDEP

and /or EPA p ersonnel access to the F acility, buildings, and all pertinent recor ds for the purpose of making inspections and surveys, collecting samples, obtaining data, and reviewing records.

E. T his Plan Approval does not negate the responsibility of the Permittee t o comply with

any other applicable Federal, State, or local reg ulations now or in the future.

F. Should there be any differences between the Application and this Plan Approval, the Plan Approval shall govern.

G. Pursuant to 310 CMR 7.02(3)(k), MassDEP ma y revoke this Plan Approval if the

construction work is not commenced within two years from the date of issuance of this Plan Approval, or if the construction work is suspended for one year or more.

H. This Plan Approval may be suspended, modified, or rev oked by MassDEP if MassDEP determines that any condition or part of this Plan Approval is being violated.

I. This Plan Approval may be modified or amended when in the opinion of Mas sDEP such is necessary or appropriate to clarify the Plan Approval conditi ons or after consideration of a written request by the Permittee to amen d the Plan Approval conditions.

J. The Permittee shall conduct emission testing, if requested b y MassDEP, in accordance

with EPA Reference Test Methods and regulation 310 CMR 7.13. If required, a pretest protocol report shall be submitted to MassDEP at least 30 days prior to emission testing and the final testFootprint Power Salem Harbor Development LP Proposed Plan Approval

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results report shall be submitted with in 45 days after emission testing.

K. Pursuant to 310 CMR 7.01(3) and 7.02(3)(f), the Pe rmittee shall comply with all conditions contained in this Plan Approval. Should there be any differences between provisions

contained in the General Condi tions and provisions contained elsewhere in the Plan Approval, the latter shall govern.

8

. MASSACHU SETTS ENVIRONMENTAL POLICY ACT

The F acility was also subject to the requirements of the Massachusetts Environmental Policy Act (MEPA) Massachusetts General Laws (M.G.L.) Chapter 30, Sections 61

- 62 I and Section 11.08 of the MEPA regulations at 301 CMR 11.0 0 . On May 17, 2013 , the Secretary of

the Executive Office of Energy and Environmental Affairs issued a certificate that the Final

Environmental I mpact Report (FEIR) (EEA #14937 ) adequately and properly complied with the

MEPA an d its implementing regulation s.

9. SECTION 61 FINDINGS

MassDEP has carefully considered the Permittee’s Final Environmental Impact Report (FEIR) prior to taking action on their Plan Approval Application. MassDEP, in issuing this Proposed Plan Approval , requires the Permittee to us e all feasible means and measures to avoid or minimize adverse environmental impacts. Measures MassDEP deems necessary to mitigate or prevent harm to the environment are included in the conditions of this Proposed Plan Approval

. MassDEP has made its decisi on under applicable law based on a balancing, where appropriate, of environmental and socioeconomic objectives, as mandated by 301 CMR 11.01(4).

In the issuance of this Proposed Plan Approval , MassDEP has considered the reasonably

foreseeable climate cha nge impacts, including greenhouse gas (GHG) emissions and effects as addressed in the FEIR through the MEPA Greenhouse Gas Emissions Policy and Protocol and the GHG emission mitigation/adaptation measures adopted by the Permittee in the FEIR as referenced in the Secretary’s Certificate of finding on the FEIR, dated May 17, 2013 (EOEA #14937). This finding incorporates by reference said mitigation/adaptation measures.

Pursuant to M.G.L. Chapter 30 Section 61 of the Massachusetts Environmental Policy Act, ( MEPA), 301 CMR 11.12 of the MEPA regulations, and the Secretary’s Certificate of finding on the FEIR, MassDEP’s Section 61 Findings on the proposed Facility determining that all feasible measures have been taken to avoid or minimize impacts to the environm ent are presented here as

follows.

Project Description

As described in the FEIR, the project consists of demolition of an existing coal

- fired power plant, remediation of the site, and construction of a new 630 megawatt (MW) nominal electrical generating facility and associated infrastructu re and equipment (the proposed Facility)

on a 65

- acre site in Salem. The proposed Facility will be fired by natural gas and include “quick

-Footprint Power Salem Harbor Development LP Proposed Plan Approval

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start" capability (ability to generate 300 MW within 30 minutes of start

- up and 6 30 MW within 60 minutes). Use of duct

- firing under summer conditions, will increase capacity by 62 MW for a total of 692 MW. The project will have the capacity to generate 5.1 million megawatt hours (MWh) annually. The proposed Facility will be constructed on approximately 20 acres of the northwestern portion of site. The proposed Facility main stacks will be contained in a common collar with a height of 230 feet.

The Permittee will operate the existing power plant until its scheduled shut down on June 1, 2014. Construction is proposed to begin in June 2014 and will extend for approximately 23

months. Demolition will include removal of all above

- ground features of the existing facility, including power plant buildings and equipment, stacks and precipitators , coal handling equipment, storage tanks and associated appurtenances such as spill prevention berms; and intake screen and pumphouse structures. The proposed Facility will include two quick

- start natural gas fired Combustion Turbine Generators (CTG); two STGs; two Heat Recovery Steam Generators (HRSG), including pollution control equipment; an auxiliary steam boiler; administrative/warehouse/shops space; a service bay; an auxiliary bay; a water treatment facility;

step

- up transformers; an ammonia storage t ank; two water tanks; and, air cooled condensers (ACC). The proposed Facility is not dual

- fueled and, therefore, does not have the potential to use significant amounts of diesel fuel. It will include a diesel

- fueled back

- up generator and a diesel

fueled fi re pump engine.

Environmental Impact

Construction of the Facility has the potential to generate noise and dust. Operation of the Facility will result in the emission of air pollutants including nitrogen oxides (NO

x ), volatile organic compounds (VOC), an d greenhouse gases (GHG).

Mitigation Measures

The project includes the following measures to avoid, minimize and mitigate impacts:

Air Pollution

-

 use of a high

- efficiency advanced turbine combined cycle technology, emission controls and reporting equip ment to minimize all pollutants;

 use of natural gas will limit emissions of PM, SO 2 and HAPs compared to other fossil fuels;

 use of Dry Low NO

x turbine combustors in combination with SCR will reduce

NO

x emissions;

 183 tons per year of NO

x Emission Reductio n Credits (ERC) will be obtained to meet NSR offset requirements;

 advanced combustor design, combustor practices, and use of a catalytic oxidation system in the HRSG will reduce emissions of CO and VOCs; and,

 quick start capability to minimize all pollutan ts associated with start

- up.

GHG Emissions

-

 use of combined cycle natural gas turbines;Footprint Power Salem Harbor Development LP Proposed Plan Approval

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 $4 million in CO 2 allowances for RGGI offsets;

 solar PV array with potential to offset 175 tons per year GHG emissions;

 Administrative Building is designed to meet the United States Green Building Council’s Leadership in Energy and Environmental Design (LEED) Certification at the Platinum level and includes a green roof, geothermal heat pumps for heating and cooling, variable volume ventilation fans, increased insula tion to minimize heat loss, lighting motion sensors, climate control and building energy management systems, a 10% reduction for lighting power density (LPD) (and identifies the potential for larger reductions), and water conserving fixtures that

exceed bu ilding code requirements; and

 Operations Building includes a high albedo roof, geothermal heat pumps for heating and cooling; increased insulation to minimize heat loss, daylighting, lighting motion sensors; climate control, building energy management syst ems, a 10% reduction for LPD (and identifies the potential for larger reductions), a high albedo roof, and water conserving fixtures;

 the Permittee will provide a certification to the MEPA Office indicating that all of the measures proposed to mitigate GHG emissions, or measures that will achieve equivalent reductions (e.g. 56.5 tons per year reductions, or 29%, from Administrative Building and Operations Building), are included in the project; and,

 a commitment to provide a GHG analysis, prepared consisten t with the MEPA GHG Policy and Protocol, for the subsequent redevelopment of the site (regardless of whether the proposed redevelopment exceeds EIR thresholds) as part of the NPC.

Noise

-

 siting of Facility equipment to maximize distance between receptors and noise

producing equipment;

 acoustical treatment of combustion and steam turbine buildings;

 locating equipment within enclosures or buildings that provide noise attenuation through layers of insulation and siding;

 use of equipment silencers including a gas turbine inlet silencing package; a stack silencing package to reduce sound pressure levels in each flue of the stack structure, silencers on steam system vents and, as permitted by relevant codes, on safety and relief valves that release high pressure steam;

 gas turbines and steam turbines will be fully enclosed;

 steam turbine insulation will be designed to provide thermal and acoustical insulation;

 large pumps in the HRSG enclosure (boiler feed pumps) will be enclosed in

additional acoustical structur es as necessary;

 location of piping, valving and control systems within enclosures or underground to limit fluid transfer noise;

 larger fans that operate at slower speeds and shielding of fans by cowlings or other acoustical treatments on the ACC;

 intake f

ilter houses, transformers, fuel gas compressors and boiler feed water pumps will be wrapped in acoustic barriers;Footprint Power Salem Harbor Development LP Proposed Plan Approval

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 acoustically designed barrier walls around transformers to shield sensitive receptors from transformer noise;

 gas compressors and gas meterin g enclosure will be designed with acoustic silencing; and

 construction of a retaining wall and planted berm will be constructed around the western, southern and eastern edges of the Facility to deflect sound.

Construction Period

-

 dust suppression methods during demolition will include pre

- cleaning of larger surfaces and structural members prior to demolition, water suppression sprays and misting to prevent airborne particulates, and enclosure of areas to prevent the migration of dust;

 dust suppression dur ing earth moving will include use of water trucks to wet ground surface, stabilization of soils, and creation of wind breaks;

 noise mitigation including construction hour limits, establishment and enforcement of construction site and access road speed limi ts, mufflers on noise

producing construction equipment and vehicles, siting of noisiest equipment as far as possible from sensitive receptors, and maintenance of engine housing panels in the closed position;

 stabilized construction and exit points;

 use of ultra

- low sulfur diesel (ULSD) fuel (15 parts per million sulfur) in off

- road vehicles;

 anti

- idling measures including turning off diesel combustion engines on construction equipment not in active use and limiting idling of dump trucks to

five minutes or l ess;

 vehicles greater than 50 brake horsepower will have engines that meet EPA PM emission standards or emission control technology certified by manufacturers to meet or exceed emissions standards and emission control devices, such as diesel

oxidation cata lysts (DOCs) or diesel particulate filters (DPFs), will be installed on the exhaust system side of engine equipment;

 delivery of large pieces of equipment or material will be by barge to minimize impacts on local roadways.

Funding Responsibility

The Per mittee has committed to funding all of the mitigation measures discussed in these Section 61 findings.

Summary of Section 61 Findings

Based upon its review of the MEPA documents, the Plan Approval Application and

amendments thereof submitted to date and MassDEP’s regulations, MassDEP finds that the terms and conditions of this Proposed Plan Approval constitute all feasible measures to avoid damage to the environment and will minimize and mitigate such damage to the maximum extent practicable. Implementati on of the mitigation measures will occur in accordance with the terms and conditions set forth in this Proposed Plan Approval.Footprint Power Salem Harbor Development LP Proposed Plan Approval

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10

. MASSACHUSETTS ENERGY FACILITIES SITING BOARD

T he Energy Facil ity Siting Board (EFSB) has not issued a pproval under M.G.L. Chapter 164, § 69J1⁄4 of the Permittee’s Petitio n to construct and operate the F acility at the time of issuance of this Proposed Plan Approval. Among other things, Section 69J1⁄4 provides that “...no

state agency of the Commonwealth shall issue a construction pe rmit for any such generating facility unless the petition to construct such generating facility has been approved by [EFSB]

....”. Accordingly, MassDEP will not issue a final plan approval or PSD permit until EFSB has issued the approval required by Section 69J1⁄4

.

1 1

. PUBLIC PARTICIPATION

This P roposed Plan A pproval is sub ject to a public comment period

. Attached is a

Public Notice with publishing instructions. Please have the attached Public Notice published as instructed at your expense in newspaper s of g eneral circulation in the municipalities where the modifications are proposed. A minimum thirty (30) day public comment period will commence with the date of publication of the Public Notice

. It is in your interest to publish this Public

Notice as instruct ed and forward proof of publication to the attention of the Permit Chief, Bureau of Waste Prevention, at the address shown on this letterhead to avoid delays in processing your

submittal. In addition to providing for a public comment period, MassDEP will h old a public hearing on the P roposed Plan A pproval, the details of which are stated in the attached Public

Notice

.

[Remainder of Page Intentionally Left Blank]Footprint Power Salem Harbor Development LP Proposed Plan Approval

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Should you have any questions concerning this Plan Approval, please contact C osmo Buttaro by telephone at (978) 694

- 3281 , or in writing at the letterhead address.

Sincerely,

Cosmo Buttaro Environmental Engineer

Edward J. Braczyk Environmental Engineer

James E. Belsky Regional Permit Chief

Bureau of Waste Prevention

Encl osures

cc: George Lipka, Tetra Tech, 160 Federal S treet, 3 rd Floor, Boston, MA 02110 Lauren A. Liss, Rubin & Rudman LLP, 50 Rowes Wharf, Boston, MA 02110 Board of Health, 120 Washington Street, 4 th Floor, Salem, MA 01970 Fire Headquarters, 48 Lafayette Street, Salem, MA 01970 City Hall, 93 Washington Street, Salem, MA 01970 Board of Health, 7 Widger Road, Marblehead, MA 01945 Fire Headquarters, One Ocean Avenue, Marblehead, MA 01945 Town Hall, 188 Washington Street, Marblehead, MA 01945 Metropolita n Area Planning Council, 60 Temple Place, Boston, MA 02111 Deirdre Buckley, MEPA, Executive Office of Energy and Environmental Affairs, 100 Cambridge Street, Suite 900, Boston, MA 02114 John Ballam, Department of Energy Resources, 100 Cambridge Street, Suite 1020, Boston, MA 02114 Department of Public Utilities, One South Station, Boston, MA 02110 Robert J. Shea and Kathryn Sedor, Energy Facilities Siting Board, One South Station, Boston, MA 02110 United States Environmental Protection Agency (EPA)

– N ew England Regional Office, 5 Post Office Square, Suite 100, Mail Code OEP05

- 2, Boston, Massachusetts 02109

- 3912 Attn: Air Permits Program Manager EPA: Donald Dahl ( e

- c opy) MassDEP/Boston: Karen Regas (e

- copy), Yi Tian (e

- c opy) MassDEP/WERO: Marc Simpson ( e

- copy) MassDEP/CERO: Roseanna Stanley (e

- copy) MassDEP/SERO: Thomas Cushing (e

- copy) MassDEP/NERO: Marc Altobelli ( e

- copy & h ard c opy), Jim Belsky ( e

- copy), Ed Braczyk (e

- c opy),

Mary Persky (h ard copy), Cosmo Buttaro (h ard c opy) , Susan R uch (e

- copy)